financial statements

Transkript

section five:
THINK BULLISH, THINK GOALS
our
strong
3:45 PM, Monday, August 18, 2006
financials for the
year under review
120
Directors' Report
125
Statement by Directors
125
Statutory Declaration
126
Report of the Auditors
127
Income Statements
128
Balance Sheets
129
Consolidated Statement of Changes in Equity
130
Company Statement of Changes in Equity
131
Cash Flow Statements
133
Notes to the Financial Statements
annual report 2006
Golden Hope
119
FINANCIAL STATEMENTS
REPORT OF THE
DIRECTORS
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 30 June 2006.
PRINCIPAL ACTIVITIES
The Company is an investment holding company. It also provides plantation management services and operates its own oil palm estates.
The principal activities of its subsidiary and associated companies are described in Notes 13 and 14 to the financial statements respectively. There
have been no significant changes in the nature of these activities during the financial year.
RESULTS
Group
Company
RM'000
Profit before taxation
Taxation
406,156
(137,078)
236,410
(63,086)
Profit after taxation
Minority interests
269,078
(9,312)
173,324
–
Net profit for the year
259,766
173,324
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, except as disclosed in Note 7 to the financial statements.
DIVIDENDS
During the financial year, the following dividends were paid by the Company:
(a) An interim dividend of 7 sen per share comprising 2 sen per share tax exempt and 5 sen per share less tax at 28%, amounting to
RM79,715,395, in respect of the previous year, was declared on 30 May 2005 and paid on 13 July 2005.
(b) A final dividend of 13 sen per share less tax at 28% and a special dividend of 5 sen per share less tax at 28%, amounting to RM184,484,197
in respect of the previous year as proposed in the Directors Report of that year, was paid on 12 December 2005.
(c) An interim dividend of 7 sen per share less tax at 28%, amounting to RM71,743,854, in respect of the year under review, was declared on
23 February 2006 and paid on 5 April 2006.
At the forthcoming Annual General Meeting, a final dividend of 18 sen per share less tax at 28% for the financial year ended 30 June 2006 will
be proposed for the shareholders' approval and to be paid on 20 November 2006.
120
Golden Hope
2006 annual report
REPORT OF THE DIRECTORS
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:
Tan Sri Dato' Seri (Dr.) Ahmad Sarji bin Abdul Hamid
Dato' Sabri bin Ahmad
Mohammad bin Abdullah
Dr. Ng Chong Kin
Datuk Maznah binti Abdul Hamid
Dato' Dr. Abdul Halim bin Haji Ismail
Dato' Henry Sackville Barlow
Tan Sri Dato' Haji Lamin bin Haji Mohd Yunus
– Chairman
– Group Chief Executive
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 any benefits (other than benefits included in
the aggregate amount of emoluments received or due and receivable by the Directors as shown in Note 5 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 the Director is a member, or with a company in which the Director 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:
Golden Hope Plantations Berhad
Number of Ordinary Shares of RM1 Each
As at
As at
1.7.2005
Bought
Sold
30.6.2006
Direct
Tan Sri Dato' Seri (Dr.) Ahmad Sarji bin Abdul Hamid
2*
166,100
25,000 **
–
–
–
–
–
–
2*
166,100
25,000 **
* Non-beneficial
** Held by nominees
On 26 June 2006, Dato' Sabri bin Ahmad was offered 500,000 options to purchase shares in Golden Hope Plantations Berhad under the
Employees’ Share Option Scheme which were granted on 11 August 2006.
Save for the above, there were no changes in Directors' interest between 30 June 2006 and 18 August 2006.
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.
2006 annual report
Golden Hope
121
EMPLOYEES' SHARE OPTION SCHEME
At the Extraordinary General Meeting held on 27 October 2005, the shareholders of the Company approved the establishment of an Employees'
Share Option Scheme (ESOS).
The salient features of the ESOS are as follows:
(a) Eligible employees are those full-time and Executive Directors of the Company and its subsidiary companies who are confirmed and with at
least one (1) year of continuous service in the Group prior to the date of offer. Where an employee or Executive Director is serving under a
fixed term contract of employment, the contract should be for a period of at least three (3) years.
(b) The aggregate number of ordinary shares to be issued under the ESOS shall not exceed ten (10)% of the total issued and paid-up share capital
of the Company at any point in time during the existence of the ESOS.
(c) The minimum and maximum number of option shares granted to an eligible employee shall not be less than 1,000 shares or more than
1,000,000 shares respectively.
(d) Any allocation of options to selected eligible employees who are directors or part of senior management shall not exceed fifty (50)% of the total
options available and any allocation to an individual director or employee who is connected to substantial shareholder/s of the Company shall
not exceed ten (10)% of the total options available.
(e) The option is for a period of five (5) years commencing from the date of offer.
(f) The option may be exercised in full or in lesser number of shares provided that the number shall be in multiples of 1,000 shares.
(g) The option price shall be set at a discount of not more than ten (10)% on the weighted average market price of the shares as shown in the
daily official list issued by the Bursa Malaysia Securities Berhad for the five (5) trading days immediately preceding the date of offer.
On 26 June 2006, the Company offered a total of 91,859,000 options to 10,069 eligible employees under the ESOS at an offer price of RM3.57
per share. On 11 August 2006, a total of 88,638,000 options were accepted by 9,672 employees.
SUBSTANTIAL SHAREHOLDERS
The following held or were beneficially interested in 5% or more of the issued share capital of the Company as at 18 August 2006:
No. of
Ordinary Shares
of RM1 Each
Percentage
Amanah Raya Nominees (Tempatan) Sdn. Bhd.,
Skim Amanah Saham Bumiputera
545,958,780
38.35
Permodalan Nasional Berhad
189,005,404
13.28
Kumpulan Wang Amanah Pencen
172,000,900
12.08
Employees Provident Fund Board
84,093,129
5.91
There are no other persons or corporations known to the Company to be the holder for or beneficial owner of 5% or more of the issued share
capital of the Company as at that date.
122
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2006 annual report
REPORT OF THE DIRECTORS
OTHER STATUTORY INFORMATION
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps:
(i) to ascertain that proper action has been taken in relation to the writing off of bad debts and the making of allowance for doubtful
debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful
debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of
business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the Directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the allowance for doubtful debts inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the existing
method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of
the Group and of the Company which would render any amount stated in the financial statements misleading.
(e) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities
of any other person; or
(ii) any contingent liability in respect of the Group or of the Company which has arisen since the end of the financial year.
(f) In the opinion of the Directors:
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after
the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall
due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the
date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year
in which this report is made.
2006 annual report
Golden Hope
123
SIGNIFICANT EVENTS
The Group's corporate Rationalisation Exercise and other significant events during the year are disclosed in Note 34 to the financial statements.
SUBSEQUENT EVENTS
The Group's subsequent events are disclosed in Note 35 to the financial statements.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors
TAN SRI DATO' SERI (DR.) AHMAD
SARJI BIN ABDUL HAMID
Chairman
Kuala Lumpur, Malaysia
24 August 2006
124
Golden Hope
2006 annual report
DATO' SABRI BIN AHMAD
Director
STATEMENT BY
DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
We, TAN SRI DATO' SERI (DR.) AHMAD SARJI BIN ABDUL HAMID and DATO' SABRI BIN AHMAD, being two of the Directors of GOLDEN HOPE
PLANTATIONS BERHAD, do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 127 to
190 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 30 June 2006 and of the results and the
cash flows of the Group and of the Company for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the Directors
TAN SRI DATO' SERI (DR.) AHMAD
SARJI BIN ABDUL HAMID
Chairman
DATO' SABRI BIN AHMAD
Director
24 August 2006
STATUTORY
DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
I, RAZIDAN BIN GHAZALLI, being the Officer primarily responsible for the financial management of GOLDEN HOPE PLANTATIONS BERHAD, do
solemnly and sincerely declare that the accompanying financial statements set out on pages 127 to 190 are in my opinion correct, and I make
this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by
the abovenamed RAZIDAN BIN GHAZALLI
at Kuala Lumpur in the Federal Territory on 24 August 2006
)
)
)
RAZIDAN BIN GHAZALLI
Before me
2006 annual report
Golden Hope
125
REPORT OF THE
AUDITORS
TO THE MEMBERS OF GOLDEN HOPE PLANTATIONS BERHAD (INCORPORATED IN MALAYSIA) – 29992 U
We have audited the financial statements set out on pages 127 to 190. These financial statements are the responsibility of the Company's
Directors.
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to you, as a body,
in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for
the content of this report.
We conducted our audit in accordance with 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 positions of the Group and of the Company as at 30 June 2006 and of the results and the cash flows of the Group and of
the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiary companies of which
we have acted as auditors have been properly kept in accordance with the provisions of the Act.
We have considered the financial statements and the auditors' reports thereon of the subsidiary companies of which we have not acted as auditors,
as indicated in Note 13 to the financial statements, being financial statements that have been included in the consolidated financial statements.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financial statements of the
Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we
have received satisfactory information and explanations required by us for those purposes.
The auditors' reports on the financial statements of the subsidiary companies were not subject to any qualification material to the consolidated
financial statements and did not include any comment required to be made under Section 174(3) of the Act.
ERNST & YOUNG
AF: 0039
Chartered Accountants
24 August 2006
126
Golden Hope
2006 annual report
MOHD SUKARNO BIN TUN SARDON
No. 1697/03/07(J)
Partner
FINANCIALSTATEMENTS
STATEMENTS
FINANCIAL
INCOME
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2006
Group
2006
Group
2005
Company
2006
Company
2005
3,824,677
(3,041,456)
3,340,443
(2,492,838)
269,059
(183,781)
255,941
(155,147)
783,221
50,216
(157,515)
(186,488)
(90,237)
847,605
52,443
(141,857)
(220,001)
(92,247)
85,278
220,741
(577)
(62,284)
(4,074)
100,794
473,511
(872)
(62,415)
(4,035)
5
6
399,197
(10,306)
445,943
(9,923)
239,084
(2,674)
506,983
–
3(b)
7
388,891
17,265
–
436,020
42,938
271,491
236,410
–
–
506,983
–
17,222
3(b) & (e)
8
406,156
(137,078)
750,449
(213,731)
236,410
(63,086)
524,205
(120,238)
(124,979)
(12,099)
(202,907)
(10,824)
(63,086)
–
(120,238)
–
269,078
536,718
269,078
–
Note
RM'000
Revenue
Cost of sales
Gross profit
Investment and other income
Selling and marketing expenses
Administrative expenses
Other operating expenses
Operating profit before finance costs
Finance costs
Operating profit after finance costs
Share of results of associated companies
Exceptional item
Taxation
3(a)
4
Company and subsidiary companies
Associated companies
Profit after taxation
Continuing operations
Discontinuing operations
9
9
Minority interests
(9,312)
Earnings per share (sen)
Basic
Diluted
259,766
173,324
403,967
537,686
(968)
–
–
–
–
13,208
–
–
549,926
173,324
403,967
10(a)
18.2
42.2
12.1
31.0
10(b)
18.2
42.2
12.1
31.0
The accompanying notes form an integral part of the financial statements.
2006 annual report
Golden Hope
127
BALANCE
SHEETS
AS AT 30 JUNE 2006
Note
Group
2006
Group
2005
Company
2006
Company
2005
12
13
14
15
16
17
18
3,958,845
–
599,856
42,686
90,159
226,073
183,630
3,872,345
–
352,327
42,686
90,309
235,769
187,590
553,263
4,949,737
698,872
42,440
–
–
–
539,068
4,828,781
514,261
42,440
–
–
–
19
20
21
22
23
152,014
35,223
379,698
728,054
5,000
16,459
203,831
190,364
47,335
280,543
768,347
1,263,885
8,350
452,700
–
–
2,411
2,043,758
–
–
61,962
–
–
2,759
2,004,816
1,263,885
–
251,100
1,520,279
3,011,524
2,108,131
3,522,560
–
586,909
28,559
509,702
24,488
79,715
637,572
26,582
213,848
59,839
–
5,780,799
–
236,700
17,460
79,715
5,680,019
–
–
21,779
1,149,658
1,017,556
6,034,959
5,781,513
370,621
1,993,968
(3,926,828)
(2,258,953)
5,471,870
6,774,994
2,317,484
3,665,597
1,423,489
3,536,805
1,423,489
4,816,790
1,423,489
889,942
1,423,489
2,236,731
4,960,294
198,027
6,240,279
197,783
2,313,431
–
3,660,220
–
5,158,321
6,438,062
2,313,431
3,660,220
118,509
195,040
150,141
186,791
–
4,053
–
5,377
313,549
336,932
4,053
5,377
5,471,870
6,774,994
2,317,484
3,665,597
RM'000
NON-CURRENT ASSETS
Property, plant and equipment
Investments in subsidiary companies
Investments in associated companies
Other investments
Land held for property development
Deferred tax assets
Goodwill on consolidation
CURRENT ASSETS
Property development-in-progress
Amounts due from customers
Inventories
Receivables
Short term investment
Tax recoverable
Cash and bank balances
24
CURRENT LIABILITIES
Dividends payable
Payables
Amounts due to customers
Bank borrowings
Taxation
11
25
20
26
NET CURRENT ASSETS/(LIABILITIES)
FINANCED BY:
Share capital
Reserves
27
28
Shareholders' equity
Minority interests
Long term borrowings
Deferred tax liabilities
29
17
Non-current liabilities
128
Golden Hope
2006 annual report
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
Note
Share
capital
Share
Reserve on Exchange Retained
premium consolidation adjustment
profits
Total
RM'000
At 1 July 2004
Dividends paid
11
Dividends declared
11
Issue of shares
Rationalisation exercise
expenses written off
Changes in Group composition
Translation of foreign subsidiary companies
1,062,217
–
–
–
361,272
At 30 June 2005
1,423,489
1,731,147
68,452
26,487
2,990,704
6,240,279
At 1 July 2005
Dividends paid
11
Capital distribution
Translation of foreign subsidiary companies
1,423,489
–
–
–
–
1,731,147
–
–
(1,263,885)
–
68,452
–
–
–
–
26,487
–
–
–
(19,638)
2,990,704
259,766
(256,228)
–
–
6,240,279
259,766
(256,228)
(1,263,885)
(19,638)
1,423,489
467,262
68,452
6,849
At 30 June 2006
–
–
–
849,216
–
–
–
888,728
(6,797)
–
–
68,976
–
–
–
–
–
(524)
–
29,732
–
–
–
–
2,641,161
549,926
(120,668)
(79,715)
–
4,651,302
549,926
(120,668)
(79,715)
1,250,000
–
–
–
(6,797)
(524)
(3,245)
–
–
(3,245)
2,994,242
4,960,294
2006 annual report
Golden Hope
129
COMPANY STATEMENT OF CHANGES IN
EQUITY
Note
Share
capital
Share
premium
Retained
profits
Total
849,216
–
–
–
888,728
302,000
403,967
(120,668)
(79,715)
–
2,213,433
403,967
(120,668)
(79,715)
1,250,000
RM'000
At 1 July 2004
Dividends paid
Dividends declared
Issue of shares
Rationalisation exercise
expenses written off
11
11
1,062,217
–
–
–
361,272
–
(6,797)
–
(6,797)
At 30 June 2005
1,423,489
1,731,147
505,584
3,660,220
At 1 July 2005
Dividends paid
Capital distribution
1,423,489
–
–
–
1,731,147
–
–
(1,263,885)
505,584
173,324
(256,228)
–
3,660,220
173,324
(256,228)
(1,263,885)
1,423,489
467,262
422,680
2,313,431
11
At 30 June 2006
130
Golden Hope
2006 annual report
CASH FLOW
STATEMENTS
Group
2006
Group
2005
Company
2006
Company
2005
406,156
750,449
236,410
524,205
109,226
(2,229)
(3,286)
(7,475)
–
2,190
3,196
(16,922)
10,306
(10,499)
88,881
(1,340)
(2,170)
–
(17,848)
3,591
17,170
(42,938)
9,923
(14,110)
7,072
(189)
–
–
–
54
17
–
2,674
(5,884)
7,019
(76,245)
–
–
(9,237)
257
357
–
–
(8,111)
(122)
(821)
–
10,000
–
(122)
(1,871)
(271,491)
10,000
1,221
(2,087)
(212,375)
–
–
–
(3,581)
(377,259)
(17,222)
–
–
499,720
529,345
25,692
40,183
14,089
(5,000)
(99,155)
40,293
(50,663)
(3,702)
–
(46,347)
(254,065)
161,750
–
–
348
(159,898)
40,098
–
–
164
113,780
(389,166)
399,284
(14,459)
(150,494)
386,981
(14,553)
(93,738)
(93,760)
(2,674)
(9,014)
(235,039)
–
4,072
234,331
278,690
(105,448)
(230,967)
RM'000
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for:
Depreciation
Gain on disposal of property, plant and equipment
Gain on compulsory acquisition of land
Gain on partial disposal of subsidiary companies
Gain on disposal of subsidiary companies
Property, plant and equipment written off
Planted area cut-out
Profit retained by associated companies
Interest expense
Interest income
Dividend income
– quoted shares
– unquoted shares
Exceptional item
Goodwill amortised
Impairment of property, plant and equipment
Operating profit before working capital changes
Working capital changes:
Amounts due from/(to) customers
Short term investments
Inventories
Receivables
Payables
Cash generated from/(used in) operations
Interest paid
Taxation (paid)/refund
Net cash generated from/(used in) operating activities
2006 annual report
Golden Hope
131
CASH FLOW STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2006 (cont’d)
Group
2006
Group
2005
Company
2006
Company
2005
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Proceeds from compulsory acquisition of land
Acquisition of subsidiary companies (Note 30)
Proceeds for partial disposal of subsidiary companies
Proceeds from disposal of subsidiary companies
Proceeds from disposal of associated companies
Realisation of property development
Purchase of additional shares in subsidiary companies
Purchase of investment in associated companies
Interest received
Dividends received
– quoted shares
– unquoted shares
Exchange adjustments
(234,536)
3,829
4,313
–
9,986
–
–
42,653
(15,000)
(242,706)
10,499
(140,520)
6,822
3,585
11,254
–
4,975
1,782
14,976
(3,800)
–
14,110
(20,776)
594
–
–
–
–
–
–
–
(184,611)
5,884
(10,793)
1,447
–
(4,675)
–
10,073
–
–
(3,800)
–
8,111
122
821
10,703
122
1,871
1,977
2,087
212,375
–
3,581
377,259
–
Net cash (used in)/generated from investing activities
(409,316)
(82,846)
15,553
381,203
–
247,983
(17,468)
32,892
(6,797)
2,149
(14,274)
(4)
–
236,700
–
–
(335,943)
(2,619)
(120,668)
(2,326)
(335,943)
–
(120,668)
–
(75,155)
(141,920)
(99,243)
(127,465)
(250,140)
53,924
(189,138)
22,771
RM'000
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Rationalisation exercise expenses paid
Drawdown of revolving credit
Repayment of term loans
Drawdown/(repayment) of export credit refinancing
Dividends paid
– members of the Company
– minority shareholders in subsidiary companies
Net cash used in financing activities
NET (DECREASE)/INCREASE IN CASH AND
CASH EQUIVALENTS
EFFECTS OF EXCHANGE RATE CHANGES
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS
AT END OF YEAR
456
(50)
(6,797)
–
–
–
–
–
449,635
395,761
251,100
228,329
199,951
449,635
61,962
251,100
452,700
(3,065)
61,962
–
251,100
–
449,635
61,962
251,100
The cash and cash equivalents comprise:
Cash and bank balances (Note 24)
Bank overdrafts (Note 26)
203,831
(3,880)
199,951
132
Golden Hope
2006 annual report
NOTES TO THE FINANCIAL
STATEMENTS
30 JUNE 2006
1.
CORPORATE INFORMATION
The Company is an investment holding company. It also provides plantation management services and operates its own oil palm estates.
The principal activities of the subsidiary and associated companies are disclosed in Notes 13 and 14 to the financial statements respectively.
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. The registered office of the Company is located at 13th Floor, Menara PNB, No. 201-A, Jalan Tun Razak,
50400 Kuala Lumpur.
The ultimate holding company of the Company is Yayasan Pelaburan Bumiputra, a company limited by guarantee, incorporated in Malaysia.
The total numbers of employees in the Group and in the Company (including Executive Directors) at the end of the financial year were
23,119 (2005: 22,925) and 1,479 (2005: 1,628) respectively.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on
24 August 2006.
2.
SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The financial statements of the Group and of the Company have been prepared under the historical cost convention, unless otherwise
disclosed in the significant accounting policies and comply with the provisions of the Companies Act, 1965 and applicable MASB
Approved Accounting Standards in Malaysia.
(b) Basis of Consolidation
(i) Subsidiary Companies
The consolidated financial statements include the financial statements of the Company and all its subsidiary companies. Subsidiary
companies are those companies in which the Group has a long term equity interest and where it has power to exercise control over
the financial and operating policies so as to obtain benefits therefrom.
Subsidiary companies are consolidated using the acquisition method of accounting. Under the acquisition method of accounting,
the results of subsidiary companies acquired or disposed of during the 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 a subsidiary
company are measured at their fair values at the date of acquisition and these values are reflected in the consolidated balance
sheet. The difference between the cost of an acquisition and the fair value of the Group’s share of the net assets of the acquired
subsidiary company at the date of acquisition is included in the consolidated balance sheet as goodwill arising on consolidation or
reserve 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 company 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 which were not previously recognised in
the consolidated income statement.
Minority interest is measured based on the minorities’ share of the post acquisition fair values of the identifiable assets and liabilities
of the acquiree.
2006 annual report
Golden Hope
133
2.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(b) Basis of Consolidation (cont’d)
(ii) Associated Companies
Associated companies are those companies in which the Group has a long term equity interest and where it exercises significant
influences over the financial and operating policies.
Investments in associated companies are accounted for in the consolidated financial statements by the equity method of
accounting based on the audited or management financial statements of the associated companies. Under the equity method of
accounting, the Group's share of profits less losses of associated companies during the year are included in the consolidated
income statement. The Group’s interests in associated companies are carried in the consolidated balance sheet at cost plus the
Group’s share of post-acquisition retained profits or accumulated losses and other reserves as well as goodwill on acquisition.
Unrealised gains on transactions between the Group and the associated companies are eliminated to the extent of the Group’s
interest in the associated companies. Unrealised losses are eliminated unless cost cannot be recovered.
(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 company, associated company or jointly controlled entity at the date of acquisition.
Goodwill is stated at cost less accumulated amortisation and impairment losses. The policy for the recognition and measurement
of impairment losses is in accordance with Note 2(l). Goodwill arising on the acquisition of subsidiary companies is presented separately
in the balance sheet while goodwill arising on the acquisition of associated companies and jointly controlled entities is included
within the respective carrying amounts of these investments. Goodwill is amortised on a straight-line basis over its estimated useful life
of 20 years.
(d) Investments in Subsidiary and Associated Companies
The Company’s investments in subsidiary and associated companies are stated at cost less impairment losses. The policy for the
recognition and measurement of impairment losses is in accordance with Note 2(l).
On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised in the income
statement.
(e) Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The policy for the recognition
and measurement of impairment losses is in accordance with Note 2(l).
(i)
Freehold land is not depreciated.
(ii) Leasehold land is depreciated over the period of the lease.
(iii) Estates are on freehold, long or renewable leases. Long leasehold estates with unexpired lease periods of more than 50 years, are
not depreciated as the impact of non-depreciation is deemed immaterial. No depreciation is made for renewable lease estates.
Expenditure on new planting and upkeep of trees to maturity is capitalised.
Replanting expenditure and planted area cut-out are charged to revenue.
134
Golden Hope
2006 annual report
2.
NOTES TO THE FINANCIAL STATEMENTS
(e) Property, Plant and Equipment and Depreciation (cont’d)
(iv) 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 period of its estimated useful life.
The periods applied are as follows:
Buildings
Plant and machinery
Furniture and fittings
Vehicles
10 to 50 years
3 to 20 years
7 to 15 years
3 to 5 years
Upon the disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and the carrying
amount is recognised in the income statement.
(f) Land Held for Property Development and Property Development-In-Progress
(i) Land Held for Property Development
Land held for property development consists of land where no development activities have been carried out or where development
activities are not expected to be completed within the normal operating cycle. Such land is classified within non-current assets and
is stated at cost less any accumulated impairment losses. The policy for the recognition and measurement of impairment losses is
in accordance with Note 2(l).
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.
(ii) Property Development-In-Progress
Property development-in-progress comprises all costs that are directly attributable to development activities or that can be allocated
on a reasonable basis to such activities.
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 is determined by
the proportion that property development costs incurred for work performed to date bear to the estimated total property
development costs.
Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised
only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on
properties sold are recognised as an expense in the period in which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an
expense immediately.
Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost and
net realisable value.
2006 annual report
Golden Hope
135
2.
(g) Amounts Due From/(To) Customers
When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract
costs incurred that it is probable will be recoverable, and contract costs are recognised as an expense in the period in which
they are incurred.
When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are recognised over the
period of contract as revenue and expenses respectively.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense
immediately.
The aggregate of the costs incurred and the profit/loss recognised on each contract is compared against the progress billings up to the
year end. Where costs incurred and recognised profits (less recognised losses) exceed progress billings, the balance is shown as
amount due from customers on construction contracts. When progress billings exceed costs incurred plus recognised profits (less
recognised losses), the balance is shown as amount due to customers on construction contracts.
(h) Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value represents the estimated selling price less all
estimated costs to completion and costs to be incurred in marketing, selling and distribution.
Costs of produce stocks comprise ex-estate costs and a proportion of head office costs, determined on an average basis. Costs of refined
palm oil, finished goods and work-in-progress comprise direct materials, direct labour and attributable overheads, determined on a
weighted average basis. Costs of raw materials and stores are determined on a weighted average basis.
The cost of unsold completed properties consists of apportioned land cost and development expenditure incurred less provision for
diminution in value of unsold properties. Unsold properties are stated at the lower of cost and net realisable value.
(i) Statements of Cash Flows
The statements of cash flows classify changes in cash and cash equivalents according to operating, investing and financing activities.
The Group and the Company do not consider any of the assets other than cash and bank balances and short term deposits,
reduced by bank overdrafts, to meet the definition of cash and cash equivalents. The statements of cash flows are prepared using
the indirect method.
(j) Foreign Currencies
(i) Foreign Currency Transactions
Transactions in foreign currencies are initially recorded in Ringgit Malaysia at rates of exchange ruling at the date of transaction,
or where settlements have not taken place by the year end at the approximate rates ruling at that date.
Non-monetary items which are carried at historical cost are translated using the historical rate as at the date of acquisition
and non-monetary items which are carried at fair value are translated using the exchange rate that existed when the values
were determined.
All exchange rate differences are taken to the income statement with the exception of differences on foreign currency borrowings
that provide a hedge against a net investment in a foreign entity. These exchange differences are taken directly to equity until the
disposal of the net investment, at which time they are recognised in the income statement.
136
Golden Hope
2006 annual report
2.
(j) Foreign Currencies (cont’d)
(ii) Foreign Entities
Financial statements of foreign consolidated subsidiary companies are translated at year-end exchange rates with respect to the
assets and liabilities, and at exchange rates at the dates of the transactions with respect to the income statement. All resulting
translation differences are included in the foreign exchange reserve in shareholders’ equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the Company
and translated at the exchange rate ruling at the date of the transaction.
The principal exchange rates used for every unit of foreign currency ruling at the balance sheet date are as follows:
1 Chinese Renminbi
1 Euro
1 United States Dollar
1,000 Vietnamese Dong
1,000 Indonesian Rupiah
1 South African Rand
1 Singapore Dollar
100 Bangladesh Taka
1 Moroccan Dirham
100 Japanese Yen
1 Great Britain Pound Sterling
1 Brazilian Real
1 Canadian Dollar
2006
RM
2005
RM
0.464
4.711
3.707
0.232
0.416
0.526
2.336
5.600
0.416
3.233
6.785
1.660
3.343
0.468
4.641
3.800
0.243
0.416
0.672
2.277
6.400
–
–
–
–
–
(k) Income Tax
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of income
taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the balance
sheet date.
Deferred tax is provided for, using the liability method, 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 losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill
or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the
time of the transaction, affects neither accounting profit nor taxable profit.
2006 annual report
Golden Hope
137
2.
(k) Income Tax (cont’d)
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 charged
or credited 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.
(l) Impairment of Assets
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication of
impairment. If any such indication exists, impairment is measured by comparing the carrying values of the assets with their recoverable
amounts. Recoverable amount is the higher of net selling price and value in use, which is measured by reference to discounted future
cash flows.
An impairment loss is recognised as an expense in the income statement immediately. Reversal of impairment losses recognised in
prior years is recorded when the impairment losses recognised for the asset no longer exist or have decreased.
(m) Research and Development
Expenditure on research and development is written off in the income statement in the year in which it is incurred.
(n) Revenue Recognition
Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and
the amount of the revenue can be measured reliably. The following specific recognition criteria must also be met before revenue
is recognised:
(i) Sale of Goods/Services
Revenue from the sale of goods is recognised when significant risks and rewards of ownership of goods have been passed to the
buyers. Revenue for services rendered is recognised upon performance of services.
(ii) Development Properties and Construction Contracts
Revenue from property development and construction is recognised on the percentage of completion method. Full provision is
made for anticipated losses. The percentage of completion of construction-in-progress is determined based on the proportion of
contract costs incurred for work performed to date over the estimated total contract costs.
(iii) Interest Income
Interest on deposits is accounted for on an accrual basis. For subsidiary and associated companies, dividend is accounted for when
the right to receive payment is established.
(o) Financial Instruments
Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of
the instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interests,
dividends and 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 charged directly to 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.
138
Golden Hope
2006 annual report
2.
(o) Financial Instruments (cont’d)
(i) Other Non-Current Investments
Non-current investments other than investments in subsidiary and associated companies are stated at cost less impairment losses.
The policy for the recognition and measurement of impairment losses is in accordance with Note 2(l).
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income
statement.
(ii) Marketable Securities
Marketable securities are carried at the lower of cost and market value, determined on an aggregate basis. Cost is determined on
the weighted average basis while market value is determined based on quoted market values. Increases or decreases in the
carrying amount of marketable securities are recognised in the income statement. On disposal of marketable securities, the
difference between net disposal proceeds and the carrying amount is recognised in the income statement.
(iii) Trade Receivables
Trade 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) Trade Payables
Trade payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.
(v) Interest-Bearing Borrowings
Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of transaction costs.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that
necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those
assets, until such times as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised
in the income statement as an expense in the period in which they are incurred.
(vi) Equity Instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they
are declared.
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs
comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have
been avoided.
(p) Employee Benefits
(i) Short Term Benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated
services are rendered by the employees of the Group. Short term accumulating compensated absences such as paid annual leave
are recognised when services rendered by employees that increase their entitlement to future compensated absence. Short term
non-accumulating compensated absences such as sick leave are recognised when the absences occur.
(ii) Defined Contribution Plans
As required by law, companies in Malaysia make contributions to the Employees Provident Fund (EPF). Some of the Group's foreign
subsidiary companies make contributions to their respective countries' statutory pension schemes. Such contributions are
recognised as an expense in the income statement as incurred.
2006 annual report
Golden Hope
139
3.
SEGMENT INFORMATION
(a) Revenue
Revenue of the Company represents value of goods sold, trading and services rendered during the year. In respect of the Group, this
represents value of goods sold, trading, progress billings on sale of houses and services rendered to external customers.
Analysis of revenue by activity:
Group
2006
Group
2005
Company
2006
Company
2005
155,617
924,471
188,527
142,276
853,827
213,822
58,609
37,474
26,175
33,994
74,745
28,679
1,268,615
75,682
10,651
1,209,925
44,760
12,600
122,258
–
93,590
137,418
–
68,355
1,354,948
1,267,285
215,848
205,773
53,211
49,927
53,211
50,168
Plantation operations
1,408,159
1,317,212
269,059
255,941
Sale of goods
Property development and management
Oils & fats
Others
178,870
2,914,462
173,983
161,346
2,412,959
170,486
–
–
–
–
–
–
4,675,474
4,062,003
269,059
255,941
RM'000
Sale of goods
Palm products:
Refined palm oil
Crude palm oil
Others
Rubber
Others
Rendering of services
Fees and commissions
Inter-segment sales:
– Plantation operations
– Oils & fats
– Others
(698,635)
(121,689)
(30,473)
(593,052)
(105,024)
(23,484)
–
–
–
–
–
–
(850,797)
(721,560)
–
–
269,059
255,941
3,824,677
140
Golden Hope
2006 annual report
3,340,443
3.
SEGMENT INFORMATION (cont’d)
(b) Business Segments
The main business segments of the Group comprise the following:
Plantation and other related
businesses
Cultivation, processing and sales of palm oil, palm kernel, fresh fruit bunches and rubber and
production and sales of fruit juices and puree.
Property development and
management
Development and construction of residential, commercial and industrial property and
the sale of developed land.
Oils & Fats
Production and sales of oils and fats and trading.
Others
Production and sales of rubber footwear and technical products and coconut-based food
products and the provision of agricultural consultancy services. Production and sales of oil palm
seeds and seedlings.
The Directors are of the 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.
Plantation
and Other
Related
Businesses
Property
Development
and
Management
Oils
& Fats
Others
Elimination
Total
709,524
698,635
178,870
–
2,792,773
121,689
143,510
30,473
–
(850,797)
3,824,677
–
1,408,159
178,870
2,914,462
173,983
(850,797)
3,824,677
344,180
343
526
(6,374)
–
21,681
(1,168)
–
RM'000
30 June 2006
REVENUE
External sales
Inter-segment sales
Total revenue
RESULTS
Operating profit/(loss)
Investment income
Deposit interest
Other income
–
(3,248)
338,675
943
7,287
41,986
17,265
406,156
2006 annual report
Golden Hope
141
3.
(b) Business Segments (cont’d)
Plantation
and Other
Related
Businesses
Property
Development
and
Management
Oils
& Fats
Others
Elimination
Total
724,160
593,052
161,346
–
2,307,935
105,024
147,002
23,484
–
(721,560)
3,340,443
–
1,317,212
161,346
2,412,959
170,486
(721,560)
3,340,443
(32,228)
(5,487)
3,435
–
8,020
34,606
312
–
RM'000
30 June 2005
REVENUE
External sales
Inter-segment sales
Total revenue
RESULTS
Operating profit/(loss)
Investment income
Deposit interest
Other income
Exceptional item
142
Golden Hope
2006 annual report
417,857
–
383,577
1,993
10,317
40,133
42,938
271,491
750,449
3.
(b) Business Segments (cont’d)
Plantation
and Other
Related
Businesses
Property
Development
and
Management
Oils
& Fats
Others
Total
4,451,740
1,911
42,021
638,345
138,073
610
776,427
430,924
–
112,474
28,948
55
5,978,986
599,856
42,686
4,495,672
777,028
1,207,351
141,477
6,621,528
800,963
256,464
376,294
29,486
1,463,207
RM'000
30 June 2006
OTHER INFORMATION
Segment assets
Other investments
Total assets
Segment liabilities
Capital expenditure
Depreciation
Gain/(loss) on exchange
182,395
71,607
(876)
373
5,307
1,703
(1,031)
–
40,623
29,347
(283)
1,846
6,211
6,569
–
(85)
234,536
109,226
(2,190)
2,134
30 June 2005
OTHER INFORMATION
Segment assets
Other investments
5,847,051
1,911
42,021
676,283
130,690
610
785,379
194,307
–
88,824
25,419
55
7,397,537
352,327
42,686
Total assets
5,890,983
807,583
979,686
114,298
7,792,550
682,151
280,824
383,691
7,822
1,354,488
10,870
2,674
(9)
5
140,520
88,881
(3,591)
(5,510)
Segment liabilities
Capital expenditure
Depreciation
(Loss)/gain on exchange
99,554
58,466
(3,434)
–
2,667
1,381
(148)
–
27,429
26,360
–
(5,515)
2006 annual report
Golden Hope
143
3.
(c) Assets by geographical locations:
Revenue
Operating
Profit/(Loss)
Total
Assets
Capital
Expenditure
RM'000
30 June 2006
Malaysia
Europe
South Africa
Asia
2,064,916
1,178,111
428,412
153,238
3,824,677
30 June 2005
Malaysia
Europe
South Africa
Asia
342,260
(6,766)
7,518
(4,337)
338,675
5,772,963
456,097
114,724
277,744
199,918
15,226
2,798
16,594
6,621,528
234,536
1,582,380
1,355,856
284,209
117,998
377,014
7,766
442
(1,645)
6,880,338
453,692
158,857
299,663
108,707
18,592
3,306
9,915
3,340,443
383,577
7,792,550
140,520
(d) Geographical Segments
Analysis of revenue by geographical market:
Total Revenue from
External Customers
2006
2005
RM'000
Malaysia
Europe/Ukraine
Japan/Vietnam/Korea/China
United States of America
Australia/New Zealand
India/Pakistan/Bangladesh
West Asia/Middle East
Africa
Others
144
Golden Hope
2006 annual report
1,677,180
1,275,586
256,882
46,603
3,872
1,353
118,370
442,518
2,313
1,010,766
1,423,755
377,418
63,548
14,326
10,532
92,057
303,743
44,298
3,824,677
3,340,443
3.
(e) Profit Before Taxation
Analysis of profit by activity:
Group
2006
Group
2005
%
Company
2006
Company
2005
%
RM'000
Palm products
Rubber
338,187
36,768
90
10
448,357
12,728
97
3
27,308
–
48,904
–
Operating surplus
374,955
100
461,085
100
27,308
48,904
Less: Replanting expenditure
and planted area cut-out
(28,470)
(40,997)
(4,074)
(4,035)
346,485
420,088
23,234
44,869
(8,710)
1,145
(12,088)
691
Fees and commissions
Others
633
(2,938)
1,155
(3,386)
Plantation and other related businesses
Property development and management
Oils & fats
Others
Investment and other income
344,180
343
526
(6,374)
50,216
417,857
(32,228)
(5,487)
3,435
52,443
15,669
–
–
–
220,741
33,472
–
–
–
473,511
OPERATING PROFIT
AFTER FINANCE COSTS
Exceptional item
388,891
17,265
–
436,020
42,938
271,491
236,410
–
–
506,983
–
17,222
406,156
750,449
236,410
524,205
PROFIT BEFORE TAXATION
2006 annual report
Golden Hope
145
4.
INVESTMENT AND OTHER INCOME
Group
2006
Group
2005
Company
2006
Company
2005
RM'000
Dividends (gross):
Quoted shares in Malaysia:
Subsidiary companies
Others
–
122
–
122
1,965
122
3,459
122
Unquoted shares:
Subsidiary companies
Others
–
–
821
–
–
1,871
211,261
300
814
375,394
–
1,865
7,287
3,212
10,317
3,793
2,717
3,167
5,717
2,394
–
17,848
–
9,237
7,475
–
–
–
5,515
25,784
3,510
14,982
189
206
50,216
52,443
220,741
Other income:
Deposit interest
Interest income
Gain on disposal of investment in
subsidiary companies
Gain on disposal of partial investment in
subsidiary companies
Gain on disposal of property, plant
and equipment *
Others
76,245
(922)
473,511
* Included in gain on disposal of property, plant and equipment is gain of RM3,286,000 (2005: RM2,170,000) arising from compulsory
acquisition of land.
146
Golden Hope
2006 annual report
5.
OPERATING PROFIT BEFORE FINANCE COSTS
(a) Operating profit before finance costs is stated after charging:
Group
2006
Group
2005
Company
2006
Company
2005
371,748
109,226
30,473
–
10,000
341,868
88,881
23,484
1,221
10,000
44,825
7,072
1,367
–
–
44,302
7,019
1,447
–
–
1,177
1,011
4,217
25,274
3,196
2,190
1,074
778
5,114
23,827
17,170
3,591
30
397
3,564
4,058
16
54
30
313
4,533
3,678
357
257
560
775
51
540
655
51
345
775
51
345
655
51
RM'000
Staff costs (Note 5(c))
Depreciation (Note 12)
Research and development
Impairment of property, plant and equipment
Amortisation of goodwill (Note 18)
Auditors' remuneration
– statutory audit
– other services
Rental of office premises
Replanting expenditure
Planted area cut-out
Directors' remuneration
– fees
– emoluments
– benefits in kind
(b) Directors' Remuneration
Executive Directors
2006
2005
Non-Executive Directors
2006
2005
No.
No.
No.
–
–
–
–
1
–
–
–
1
–
2
4
1
–
–
No.
Remuneration paid and payable to Directors
of the Company analysed into bands
of RM50,000:
RM50,000 and below
RM50,001 – RM100,000
RM100,001 – RM150,000
RM700,001 – RM750,000
RM800,001 – RM850,000
2006 annual report
2
4
1
–
–
Golden Hope
147
5.
OPERATING PROFIT BEFORE FINANCE COSTS (cont’d)
(b) Directors' Remuneration (cont’d)
Group
2006
Group
2005
Company
2006
Company
2005
RM'000
Non-Executive:
Fees
Tan Sri Dato' Seri (Dr.) Ahmad Sarji bin
Abdul Hamid
Mohammad bin Abdullah
Dr. Ng Chong Kin
Datuk Maznah binti Abdul Hamid
Dato' Dr. Abdul Halim bin Haji Ismail
Dato' Henry Sackville Barlow
Tan Sri Dato' Haji Lamin bin Haji Mohd Yunus
127
96
46
46
67
94
84
118
99
46
46
61
85
85
69
46
46
46
46
46
46
69
46
46
46
46
46
46
560
540
345
345
Executive:
Emoluments
775
655
775
655
Benefits in kind
51
51
51
51
330,488
31,993
6,592
2,675
300,693
29,367
7,367
4,441
40,250
4,169
180
226
39,640
4,215
187
260
371,748
341,868
44,825
44,302
(c) Staff Costs
Wages and salaries
Employees provident fund
Social security costs
Other related costs
148
Golden Hope
2006 annual report
6.
FINANCE COSTS
Group
2006
Group
2005
Company
2006
Company
2005
RM'000
Finance costs comprise:
Interest expense
– bank overdrafts
– term loans
– revolving credits and export credit refinancing
7.
943
3,224
6,139
1,075
4,637
4,211
–
–
2,674
–
–
–
10,306
9,923
2,674
–
EXCEPTIONAL ITEM
Group
2006
Group
2005
Company
2006
Company
2005
RM'000
(Loss)/gain on the disposal of I&P
Seriemas Sdn. Bhd., I&P Alam Impian
Sdn. Bhd. and I&P Permodalan Harta Sdn. Bhd.
–
(21,023)
–
17,222
Realisation of profit arising from the above disposal
(previously unrealised due to lands sold
within the Group)
–
292,514
–
–
–
271,491
–
17,222
2006 annual report
Golden Hope
149
8.
TAXATION
Group
2006
Group
2005
Company
2006
Company
2005
RM'000
Tax expense for the year:
Malaysian income tax
Foreign tax
Under/(over)provision in prior years:
Malaysian income tax
Foreign tax
Deferred tax: (Note 17)
Relating to origination and reversal of temporary
differences
Under/(over)provision of deferred taxation
98,838
2,333
109,046
2,197
67,102
–
120,879
–
101,171
111,243
67,102
120,879
4,523
1,340
–
–
107,034
111,243
8,245
9,700
12,099
91,664
–
10,824
137,078
213,731
(2,692)
–
64,410
331
(1,655)
–
63,086
–
–
120,879
(641)
–
–
120,238
Domestic income tax is calculated at the Malaysian statutory rate of 28% (2005: 28%) of the estimated assessable profit for the year.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
The effective tax rate for the Group is higher than the statutory tax rate mainly due to provision for tax underprovided in prior years and
expenses not deductible for tax purposes.
The effective tax rate for the Company is lower than the statutory tax rate mainly due to reversal of tax overprovided in prior years.
150
Golden Hope
2006 annual report
8.
TAXATION (cont’d)
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 are as follows:
2006
RM'000
2005
RM'000
406,156
750,449
Group
Taxation at Malaysian statutory rate of 28%
Effect of different tax rates in other countries
Effect from exceptional item
Income not subject to tax
Expenses not deductible for tax purposes
Expenses double deducted for tax purposes
Utilisation of previous year's capital allowances
Losses without Group relief
Utilisation of current year's tax incentives
Utilisation of deferred tax assets
Underprovision of income tax
Underprovision of deferred tax
113,724
1,827
–
(6,794)
11,344
(8,010)
(5,807)
11,273
(2,800)
6,758
5,863
9,700
210,126
666
(76,017)
(13,104)
11,664
(3,644)
(9,385)
13,019
(2,800)
83,206
–
–
Tax expense for the year
137,078
213,731
Company
236,410
524,205
Taxation at Malaysian statutory rate of 28%
Income not subject to tax
Utilisation of current year's tax incentives
Expenses not deductible for tax purposes
Overprovision of income tax
Overprovision of deferred tax
Tax expense for the year
66,195
–
(2,800)
4,038
(2,692)
(1,655)
63,086
2006 annual report
146,777
(31,411)
(2,800)
7,672
–
–
120,238
Golden Hope
151
8.
TAXATION (cont’d)
Unabsorbed capital allowances are analysed as follows:
Group
2006
Group
2005
7,100
103,553
9,385
111,653
Company
2006
Company
2005
RM'000
Tax savings recognised during the year arising from:
Utilisation of unabsorbed capital allowances brought
forward from previous years
Unabsorbed capital allowances carried forward
9.
–
–
–
–
PROFIT AFTER TAXATION
Group
Note
Continuing
Operations
Discontinuing
Operations
Total
3(a)
3,335,968
4,475
3,340,443
RM'000
2005
Revenue
Operating profit/(loss) before finance costs
Finance costs
Operating profit/(loss) after finance costs
Share of results of associated companies
Exceptional item
Profit/(loss) before taxation
Taxation
Company and subsidiary companies
Profit/(loss) after taxation
152
Golden Hope
2006 annual report
5
6
446,892
(9,904)
(949)
(19)
445,943
(9,923)
3(b)
7
436,988
42,938
271,491
(968)
–
–
436,020
42,938
271,491
3(b) & (e)
751,417
(968)
750,449
8
(213,731)
–
(213,731)
(202,907)
(10,824)
–
–
(202,907)
(10,824)
537,686
(968)
536,718
9.
PROFIT AFTER TAXATION (cont’d)
Discontinuing Operations
There were no discontinuing operations in the financial year ended 30 June 2006. Discontinuing operations in the last financial year was in
respect of the disposal of a wholly-owned subsidiary company, Dongwha Parquet Sdn. Bhd. to Dongwha GH International Sdn. Bhd.,
a company which is 30% held by the Company, completed on 30 September 2004. The disposal is in line with the Group's rationalisation
exercise which is to focus on plantation and other related businesses.
The effects of the disposal on the revenue, results and cash flows of the subsidiary company were as follows:
Financial
period ended
At Disposal
Date
Financial
year ended
30.6.2004
4,475
38,079
RM'000
Revenue
Loss from operations
Finance costs
(949)
(19)
(7,166)
(131)
Loss before taxation
Taxation
(968)
–
(7,297)
–
Net loss for the year
(968)
(7,297)
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
(740)
–
56
(859)
7
1,617
Total cash flows
(684)
765
2006 annual report
Golden Hope
153
10. EARNINGS PER SHARE
(a) Basic
Basic earnings per share is calculated by dividing the net profit for the year by the weighted average number of ordinary shares in issue
during the financial year.
Net profit for the year (RM'000)
Weighted average number of ordinary shares
in issue ('000)
Basic earnings per share (sen)
Group
2006
Group
2005
Company
2006
Company
2005
259,766
549,926
173,324
403,967
1,423,489
1,303,065
1,423,489
1,303,065
18.2
42.2
12.1
31.0
(b) Diluted
The Group and the Company have no potential options and/or other items that are dilutive in nature as at balance sheet date and
therefore, diluted earnings per share are the same as the basic earnings per share.
11. DIVIDENDS – COMPANY
2006
Interim dividend for 2006
Paid on 5 April 2006 (2005: paid on 13 July 2005)
– Tax exempt
– Tax paid
Final and special dividend for 2005
Paid on 12 December 2005 (Final dividend
for 2004: paid on 19 November 2004)
– Tax exempt
– Tax paid
2005
Sen
per share
(gross)
RM'000
(net)
Sen
per share
(gross)
–
7
–
71,744
2
5
28,470
51,245
7
71,744
7
79,715
–
18
–
184,484
2
13
21,244
99,424
18
184,484
15
120,668
25
256,228
22
200,383
RM'000
(net)
At the forthcoming Annual General Meeting, a final dividend of 18 sen per share, less tax at 28%, totalling RM184,484,197 for the financial
year ended 30 June 2006 will be proposed for the shareholders' approval and to be paid on 20 November 2006.
154
Golden Hope
2006 annual report
12. PROPERTY, PLANT AND EQUIPMENT
Group
Short
Freehold Leasehold
Land
Land
Estates
Plant
Furniture
and
and
Buildings Machinery Fittings Vehicles
Total
RM'000
Cost
At 1 July 2005
Additions
Reclassification
Disposals
Write off
21,238
74
–
–
–
–
24,107
–
–
–
–
–
2,877,776
(23,684)
43,926
44,806
(1,028)
(3,196)
21,312
24,107
2,938,600
Accumulated Depreciation
At 1 July 2005
Charge for the year (Note 5)
Reclassification
Disposals
Write off
–
–
–
–
–
–
5,024
116
134
–
–
–
15,547
–
1,381
–
–
–
At 30 June 2006
–
5,274
16,928
301,294
463,922
61,055
102,110
950,583
Net Book Value
At 30 June 2006
21,312
18,833
2,921,672
496,585
457,017
31,585
11,841
3,958,845
At 30 June 2005
21,238
19,083
2,862,229
544,080
382,358
27,966
15,391
3,872,345
41,529
10,279
1,970,292
551,808
664,788
74,346
93,035
3,406,077
–
4,445
–
244,263
354,072
49,633
84,624
737,037
–
386
823
27,450
46,904
7,845
5,473
88,881
At 30 June 2006
Details as at 1 July 2004
Cost
Accumulated
Depreciation
Depreciation charge
for 2005 (Note 5)
820,422
(11,121)
53,774
(55,737)
(2,328)
(7,131)
797,879
276,342
140
32,790
(46)
(1,428)
(6,504)
788,408
4,102
121,640
11,709
(1,038)
(3,882)
920,939
406,050
(146)
62,134
126
(783)
(3,459)
86,154
258
10,734
(673)
(1,254)
(2,579)
92,640
58,188
10
5,460
2
(1,163)
(1,442)
116,097
(742)
4,462
(105)
(2,216)
(3,545)
113,951
100,706
(437)
7,327
(82)
(1,862)
(3,542)
2006 annual report
4,734,202
(31,113)
234,536
–
(7,864)
(20,333)
4,909,428
861,857
(317)
109,226
–
(5,236)
(14,947)
Golden Hope
155
12. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Group
2006
Group
2005
903,120
677,227
159,085
1,182,240
870,184
640,178
176,013
1,175,854
2,921,672
2,862,229
RM’000
Estates comprise:
Land:
– Freehold
– Long leasehold
– Short leasehold
Development expenditure
Plant
Furniture
and
and
Machinery Fittings
Freehold
Land
Estates
Buildings
19,914
–
–
–
–
–
476,573
–
–
–
–
(16)
51,363
16,050
20
–
–
(18)
19,914
476,557
Accumulated Depreciation
At 1 July 2005
Charge for the year (Note 5)
Additions-related party
Disposals
Disposals-related party
Write off
–
–
–
–
–
–
–
–
–
–
–
–
At 30 June 2006
–
–
28,667
40,150
20,683
11,825
101,325
Net Book Value
At 30 June 2006
19,914
476,557
38,748
7,752
9,415
877
553,263
At 30 June 2005
19,914
476,573
24,246
6,868
9,936
1,531
539,068
Company
Vehicles
Total
14,154
894
110
(1,377)
(421)
(658)
635,278
20,776
2,127
(1,385)
(795)
(1,413)
RM’000
Cost
At 1 July 2005
Additions
Additions-related party
Disposals
Disposals-related party
Write off
At 30 June 2006
156
Golden Hope
2006 annual report
67,415
27,117
1,555
4
–
–
(9)
45,369
1,582
1,542
–
–
(591)
47,902
38,501
1,606
620
–
–
(577)
27,905
2,250
455
(8)
(374)
(130)
30,098
17,969
2,780
2
(4)
(3)
(61)
12,702
12,623
1,131
54
(1,016)
(310)
(657)
654,588
96,210
7,072
680
(1,020)
(313)
(1,304)
12. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Plant
Furniture
and
and
Machinery Fittings
Freehold
Land
Estates
Buildings
19,914
120,877
37,926
23,738
28,330
12,027
242,812
Accumulated
Depreciation
–
–
10,819
21,390
17,337
11,748
61,294
Depreciation charge
for 2005 (Note 5)
–
–
1,410
1,540
3,088
981
7,019
Company
Vehicles
Total
RM’000
Details as at 1 July 2004
Cost
Company
2006
Company
2005
404,272
19,559
52,726
404,272
19,559
52,742
476,557
476,573
RM’000
Estates comprise:
Land:
– Freehold
– Long leasehold
Development expenditure
2006 annual report
Golden Hope
157
13. INVESTMENTS IN SUBSIDIARY COMPANIES
Company
2006
Company
2005
143,306
143,306
At beginning of year
Capital repayment
Additions
Disposal
4,696,475
(14,766)
139,222
(3,500)
3,466,703
–
1,281,175
(51,403)
At end of year
4,817,431
4,696,475
RM’000
Quoted shares in Malaysia, at cost
At beginning/end of year
Unquoted shares, at cost
Less: Impairment of investments in subsidiary companies
Total
Market value of quoted shares
158
Golden Hope
2006 annual report
(11,000)
(11,000)
4,949,737
4,828,781
167,985
207,260
13. INVESTMENTS IN SUBSIDIARY COMPANIES (cont’d)
Details of the subsidiary companies are as follows:
Effective
Interest Held
2006
2005
%
%
Issued Share
Capital
Malaysia
100.0
100.0
RM1,018,659,265 )
Golden Hope Plantations (Sabah) Sdn. Bhd.
Malaysia
100.0
100.0
RM308,675,763 )
Golden Hope Plantations (Sarawak) Sdn. Bhd.
Malaysia
100.0
100.0
RM25,000,000 )
Austral Enterprises Berhad
Malaysia
100.0
100.0
RM83,996,022 )
Kumpulan Ladang-Ladang Rajawali Sdn. Bhd.
Malaysia
100.0
100.0
RM2 )
Derawan Sdn. Bhd.
Malaysia
100.0
100.0
RM20,000 ) Production and
Sahua Enterprise Sdn. Bhd.
Malaysia
100.0
100.0
RM20,000 )
Wangsa Mujur Sdn. Bhd.
Malaysia
72.5
72.5
RM10,345 )
Chartquest Sdn. Bhd.
Malaysia
61.1
61.1
RM13,834,395 )
palm kernel
Mentakab Rubber Company (Malaya) Berhad
Malaysia
60.7
60.7
RM60,249,170 )
and rubber
The Glengowrie Rubber Company Berhad
Malaysia
89.7
89.7
RM350,000 )
Company
Country of
Incorporation
Principal
Activities
Plantation
Golden Hope Plantations (Peninsular) Sdn. Bhd.
* P.T. Mitra Austral Sejahtera
Indonesia
65.0
65.0
RP44,898,763,200 )
* P.T. Sandika Natapalma
Indonesia
100.0
75.0
RP52,204,000,000 )
* P.T. Budidaya Agro Lestari
Indonesia
100.0
75.0
RP6,226,000,000 )
* P.T. Golden Hope Nusantara
RP11,426,000,000 )
processing of
palm oil,
Indonesia
100.0
100.0
Tohunsug Plantations Sdn. Bhd.
Malaysia
100.0
100.0
Mostyn Palm Processing Sdn. Bhd.
Malaysia
100.0
100.0
RM1,000,000 )
Golden Hope Latex Sdn. Bhd.
Malaysia
100.0
100.0
RM5,803,358 ) Manufacture of
RM240,000 ) Ceased
)
Golden Hope Food & Beverages Sdn. Bhd.
Malaysia
100.0
100.0
)
Malaysia
100.0
100.0
latex concentrate
RM21,000,000 ) Fruit cultivation
(formerly known as Centrifugal Process Sdn. Bhd.)
Golden Hope Fruit Industries Sdn. Bhd.
operations
and processing
RM6,000,000 ) Trading and
2006 annual report
)
marketing of
)
fruit juices
Golden Hope
159
Details of the subsidiary companies are as follows (cont’d):
Country of
Incorporation
Company
Effective
Interest Held
2006
2005
%
%
Issued Share
Capital
Principal
Activities
Property
Negara Properties (M) Berhad
Malaysia
62.6
62.6
RM70,599,161 )
Melawati Development Sdn. Bhd.
Malaysia
62.6
62.6
RM10,000,002 )
Negara Properties Services Sdn. Bhd.
Malaysia
62.6
62.6
RM10,000 )
Sungai Kantan Development Sdn. Bhd.
Malaysia
62.6
62.6
RM20,000,000 )
Negara Properties Realty Sdn. Bhd.
Malaysia
62.6
62.6
RM500,000 )
Negara Properties Leisure Management Sdn. Bhd.
Malaysia
62.6
62.6
RM2 )
Negara Properties Landscaping Sdn. Bhd.
Malaysia
62.6
62.6
RM500,000 )
Negara Properties Builders Sdn. Bhd.
Malaysia
62.6
62.6
RM5,000,000 )
Negara Properties Harta Sdn. Bhd.
Malaysia
62.6
62.6
RM2 )
development
Melawati Resort Berhad
Malaysia
62.6
62.6
RM2 )
and related
Negara Properties Smarthome Sdn. Bhd.
Malaysia
62.6
62.6
RM2 )
businesses and
N.P. Development Sdn. Bhd.
Malaysia
43.8
43.8
RM500,000 )
Impian Golf Resort Berhad
Malaysia
100.0
100.0
RM5,000,000 )
Golden Hope Properties (Sabah) Sdn. Bhd.
Malaysia
100.0
100.0
RM2 )
Golden Hope Properties (Selangor) Sdn. Bhd.
Malaysia
100.0
100.0
RM500,000 )
Golden Hope Builders Sdn. Bhd.
Malaysia
100.0
100.0
RM1,000,000 )
Golden Hope Properties (Melaka) Sdn. Bhd.
Malaysia
100.0
100.0
RM500,000 )
Golden Hope Properties (Perak) Sdn. Bhd.
Malaysia
100.0
100.0
RM500,000 )
Pulau Carey Properties Sdn. Bhd.
Malaysia
100.0
100.0
RM500,000 )
Golden Hope Staff Bungalows Sdn. Bhd.
Malaysia
100.0
100.0
RM3,630,000 )
Golden Hope Heritage Sdn. Bhd.
Malaysia
100.0
100.0
RM2 )
160
Golden Hope
2006 annual report
Property
investment
holding
Company
Country of
Incorporation
Effective
Interest Held
2006
2005
%
%
Issued Share
Capital
Principal
Activities
Oils & Fats
Golden Jomalina Food Industries Sdn. Bhd.
* Golden Hope-Nhabe
Malaysia
100.0
100.0
RM10,000,000
Vietnam
30.6
51.0
VND72,285,687
Edible Oils Co. Ltd.
Palm oil refining
Edible oils refining
(in VND'000)
** Unimills B.V.
Netherlands
100.0
100.0
EUR18,000
** Hudson & Knight (Proprietary) Limited
South Africa
100.0
100.0
RAND200
Edible oils refining
Bakery fats and
edible oils refining
Rubiatec Sdn. Bhd.
Malaysia
100.0
100.0
RM130,000
Production and
sales of biodiesel
Austral Edible Oil Sdn. Bhd.
Malaysia
60.0
60.0
RM25,001,000
Golden Hope Bioganic Sdn. Bhd.
Malaysia
100.0
100.0
RM3,000,000
Palm oil refining
Production of
Vitamin E
# Jiangyin-Golden Hope Oils
China
60.0
60.0
RMB38,041,750
Malaysia
60.0
60.0
RM2
Ceased operations
and Fats Co. Limited
Aspen Timur Sdn. Bhd.
Has not
commenced
operation
2006 annual report
Golden Hope
161
Country of
Incorporation
Company
Effective
Interest Held
2006
2005
%
%
Issued Share
Capital
Principal
Activities
Other Industries
Golden Hope Agrotech
Consultancy Sdn. Bhd.
Malaysia
100.0
100.0
RM100,000
Provision of
agricultural
consultancy
services
Perkhidmatan Komputer
Perladangan Sdn. Bhd.
Malaysia
100.0
100.0
RM2,000,000
Provision of
computer
consultancy
services
Golden Hope Research Sdn. Bhd.
Malaysia
100.0
100.0
RM2
Germany
100.0
100.0
EUR1,432,000
Kapar Coconut Industries Sdn. Bhd.
Malaysia
51.0
51.0
RM4,285,714
Manufacture of
coconut-based
food products
Harvik Rubber Industries Sdn. Bhd.
Malaysia
100.0
100.0
RM8,000,000
Manufacture of
rubber footwear
and technical
products
Golden Hope Academy Sdn. Bhd.
Malaysia
100.0
–
RM200,000
Establish and
manage private
higher
educational
institutions
Entree Sdn. Bhd.
Malaysia
60.0
60.0
RM2,000,000
* Paul Tiefenbacher GmbH
162
Golden Hope
2006 annual report
Provision of
research services
Trading and
marketing
Ceased operations
Company
Country of
Incorporation
Effective
Interest Held
2006
2005
%
%
Issued Share
Capital
Principal
Activities
Investment Holding
Malaysian Estates PLC
Tegas Setia Sdn. Bhd.
Golden Hope Overseas Sdn. Bhd.
Golden Hope Netherland B.V.
Chermang Development (Malaya) Sdn. Bhd.
* Golden Hope Plantations (Deutschland) GmbH
Golden Hope Overseas Plantations Sdn. Bhd.
Golden Hope International Investments
Golden Hope Investments (Asia Pacific)
Golden Hope Overseas Capital
Golden Hope Investments (Europe) S.à.r.l
Golden Hope Investments
England
Malaysia
Malaysia
Netherland
Malaysia
Germany
Malaysia
Cayman Islands
Cayman Islands
Mauritius
Luxembourg
100.0
100.0
60.0
100.0
83.9
100.0
100.0
100.0
60.0
100.0
100.0
100.0
100.0
100.0
–
83.9
100.0
100.0
–
–
–
–
Cayman Islands
100.0
–
England
England
100.0
100.0
100.0
100.0
England
England
England
England
England
England
England
England
England
England
Malaysia
Malaysia
England
Scotland
Scotland
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
89.7
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
89.7
100.0
100.0
100.0
£16,695,267 )
RM15,445,488 )
RM3,500,000 )
EUR18,000 )
RM2,880,000 )
EUR27,570 )
RM1,000,000 )
USD27,522,098 )
USD958,905 )
USD4,783,564 )
EUR815,250 )
(32,610 shares )
of EUR25 each))
USD1 )
Investment holding
Others
Dusun Durian Plantations Limited
The London Asiatic Rubber
And Produce Company, Limited
The Pataling Rubber Estates, Limited
Hoscote Rubber Estates Limited
The Straits Plantations, Limited
Sabah Plantations Limited
Castlefield (Klang) Rubber Estate PLC
Holyrood Rubber PLC
The Kuala Selangor Rubber PLC
Kinta Kellas Rubber Estate PLC
The Sungei Bahru Rubber Estate PLC
Nalek Rubber Estate Limited
Binuang Palm Oil Refinery Sdn. Bhd.
Glengowrie Properties Sdn. Bhd.
# Edensor Rubber Estate Limited
# Shelford Rubber Estate Limited
# Sogomana Rubber Estate Limited
£5,083,827 )
£3,480,554 )
)
£3,243,275 )
£234,900 )
£936,000 )
£1,200,000 )
£330,000 )
£87,015 )
£85,250 )
£413,125 )
£259,383 )
£101,000 )
RM2 )
RM2 )
£65,135 )
£160,000 )
£100,000 )
2006 annual report
Dormant
Golden Hope
163
Country of
Incorporation
Company
Effective
Interest Held
2006
2005
%
%
Issued Share
Capital
Principal
Activities
Others (cont'd)
# Trolak Estates Limited
Scotland
100.0
100.0
£64,909 )
# Doranakande Rubber Estates PLC
England
100.0
100.0
£75,949 )
# The Malaysia Rubber Company PLC
England
100.0
100.0
£180,000 )
# New Crescent (Holdings) Limited
England
100.0
100.0
£1,000 )
# Sogomana Group PLC
Bakasawit Sdn. Bhd.
Scotland
Malaysia
100.0
100.0
100.0
100.0
£342,733 )
RM10,000 )
Dormant
All the subsidiary companies operate in Malaysia except for Golden Hope-Nhabe Edible Oils Co. Ltd., Paul Tiefenbacher GmbH, Unimills
B.V., Hudson & Knight (Proprietary) Limited, P.T. Budidaya Agro Lestari, P.T. Sandika Natapalma and P.T. Mitra Austral Sejahtera which
operate in Vietnam, Germany, Netherlands, South Africa and Indonesia respectively.
* Subsidiary companies not audited by Ernst & Young
** Audited by Ernst & Young Global
# In members' voluntary liquidation
Under an internal reorganisation scheme of the Group's plantation business which took place from 1 July 1999, all the U.K. incorporated
companies and 3 Malaysian incorporated companies will be liquidated. The purpose of the scheme is to streamline the Group's plantation
business to bring about greater efficiencies.
14. INVESTMENTS IN ASSOCIATED COMPANIES
Group
2006
Group
2005
Company
2006
Company
2005
431,450
168,406
188,745
163,582
698,872
–
514,261
–
Total
599,856
352,327
698,872
514,261
Analysed by:
Share of net assets
599,856
352,327
RM’000
Unquoted shares:
Cost
Share of post-acquisition reserves
164
Golden Hope
2006 annual report
14. INVESTMENTS IN ASSOCIATED COMPANIES (cont’d)
Details of the associated companies are as follows:
Company
Country of
Incorporation
Effective
Interest Held
2006 2005
%
%
Issued Share
Capital
Principal
Activities
Cognis Oleochemicals (M) Sdn. Bhd.
Malaysia
50.0
50.0
RM400,000,000
Investment holding,
production and sales of
methylesters, fatty alcohols,
speciality chemicals and
refined glycerine; and the
import and distribution of
chemicals for the
cosmetics, toiletries,
detergent, plastic, paint
and textile industries
Cognis Rika (M) Sdn. Bhd.
Malaysia
27.5
27.5
RM109,375,000
Production and sales
of fatty alcohols
United Kingdom
50.0
–
£1,000
Investment holding and
trading in oleochemicals
Germany
50.0
–
EUR1,280,000
Production and trading in
oleochemicals
United States of
America
50.0
–
USD1,000
oleochemicals
Canada
50.0
–
CND2,350,010
oleochemicals
Cognis Oleochemicals Japan Ltd.
Japan
50.0
–
JPY100,000,000
Trading in
oleochemicals
Cognis Importac ão e Comércio
Oleoquimica Ltda
Brazil
50.0
–
REAIS2,470,279
Trading in
oleochemicals
Gruhom (M) Sdn. Bhd.
Malaysia
50.0
50.0
RM2
Cognis Kimianika (M) Sdn. Bhd.
Malaysia
50.0
50.0
RM11,000,000
Cognis Oleochemicals U.K. Ltd.
Cognis Oleochemicals GmbH
Cognis Oleochemicals LLC
Cognis Oleochemicals Canada Ltd.
Has not commenced
operations
Ceased operations
2006 annual report
Golden Hope
165
14. INVESTMENTS IN ASSOCIATED COMPANIES (cont’d)
Details of the associated companies are as follows (cont’d):
Country of
Incorporation
Company
Effective
Interest Held
2006 2005
%
%
Issued Share
Capital
Principal
Activities
Cognis Chemicals (M) Sdn. Bhd.
Malaysia
50.0
50.0
RM1,200,000
Asian Furs Sdn. Bhd.
Malaysia
50.0
50.0
RM10,000
Savola Morocco S.A.
Morocco
40.0
–
MAD94,250,000
(942,500 shares
of MAD100 each)
Leverian Holdings Pte. Ltd.
Singapore
40.0
40.0
S$600,000
Investment holding
Bangladesh Edible Oil Limited
Bangladesh
40.0
40.0
TK25,000,200
Operation of edible
oil refineries
Intertrade (Bangladesh)
Private Limited
Bangladesh
40.0
40.0
TK250,000
Dongwha GH International Sdn. Bhd.
Malaysia
30.0
30.0
RM8,305,000
Dongwha Fibreboard Sdn. Bhd.
Malaysia
30.0
30.0
RM80,000,000
Production of medium
density fibreboard
Dongwha Furniture Sdn. Bhd.
Malaysia
30.0
30.0
RM35,000,000
Production of medium
density fibreboard
furniture
Dongwha Parquet Sdn. Bhd.
Malaysia
30.0
30.0
RM50,000,000
Production of
rubberwood parquet
Bitaria Sdn. Bhd.
Malaysia
14.9
14.9
RM2,500,002
Property development
I&P Seriemas Sdn. Bhd.
Malaysia
40.0
40.0
RM2,500,000
and related businesses
and investment holding
I&P Morib Sdn. Bhd. (formerly
known as Golden Morib Sdn. Bhd.)
Malaysia
28.0
28.0
RM300,000
Tenom Crumb Sdn. Bhd.
Malaysia
49.0
49.0
RM3,900,000
166
Golden Hope
2006 annual report
Ceased operations
Dormant
Production and sales
of edible oils
Rental of oil tanks
and trading in edible oils
Investment holding
Processing of latex,
rubber and scrap
15. OTHER INVESTMENTS
Group
2006
Group
2005
Company
2006
Company
2005
RM’000
Quoted investment, at cost:
Perak Corporation Berhad
Unquoted investments, at cost:
Cyberview Sdn. Bhd.
Syarikat Pendidikan Staffield Berhad
Koko Malaysia Sendirian Berhad
Boustead Bulking Sendirian Berhad
I&P Alam Impian Sdn. Bhd.
Malaysian Technology Development
Corporation Sdn. Bhd.
Others
Other investments, at cost
Less: Provision for diminution
in value
Market value of quoted investment
27,930
27,930
27,930
27,930
35,000
3,050
1,500
80
500
35,000
3,050
1,500
80
500
35,000
3,050
–
–
500
35,000
3,050
–
–
500
1,000
166
1,000
166
1,000
–
1,000
–
41,296
41,296
39,550
39,550
69,226
69,226
67,480
67,480
(26,540)
(26,540)
(25,040)
(25,040)
42,686
42,686
42,440
42,440
3,920
3,981
3,920
3,981
2006 annual report
Golden Hope
167
15. OTHER INVESTMENTS (cont’d)
Detailed holdings are:
Country of
Incorporation
Company
Perak Corporation Berhad
Malaysia
Percentage
Held
2006
2005
%
%
6.1
6.1
6,125,000 ordinary shares of
RM1 each, fully paid. Issued share
capital RM100,000,000.
Cyberview Sdn. Bhd.
Malaysia
10.5
10.5
35,000,000 ordinary shares of RM1
each, fully paid. Issued share capital
RM332,500,001.
Syarikat Pendidikan Staffield Berhad
Malaysia
–
–
3,050,000 3.75% debenture
stocks of RM1 each, fully paid.
Koko Malaysia Sendirian Berhad
Malaysia
8.5
8.5
RM1 each, fully paid. Issued
share capital RM17,750,000.
Boustead Bulking Sendirian Berhad
Malaysia
8.0
8.0
80,000 ordinary shares of
Malaysian Technology Development
Malaysia
1.3
1.3
Corporation Sdn. Bhd.
I&P Alam Impian Sdn. Bhd.
Malaysia
1.0
1.0
500,000 ordinary shares of
168
Golden Hope
2006 annual report
16. LAND HELD FOR PROPERTY DEVELOPMENT
Freehold
Land
Group
RM’000
At 30 June 2006
Cost
At 1 July 2005
Reversal of development costs
90,309
(150)
At 30 June 2006
90,159
At 30 June 2005
Cost
At 1 July 2004
Additions
Reclassification to property, plant and equipment
Reclassification from property, plant and equipment
Transfer to property development-in-progress
Disposal of subsidiary companies
516,769
3,862
(6,721)
1,710
(51,556)
(373,755)
At 30 June 2005
90,309
17. DEFERRED TAX
Group
2006
Group
2005
Company
2006
Company
2005
RM'000
Net deferred tax assets/(liabilities)
At 1 July
Recognised in the income statement (Note 8)
Acquired through subsidiary companies
48,978
(17,945)
–
–
264,747
(91,664)
(109,435)
(14,670)
(5,377)
1,324
–
–
(6,018)
641
–
–
At 30 June
31,033
48,978
(4,053)
(5,377)
226,073
(195,040)
235,769
(186,791)
–
(4,053)
–
(5,377)
31,033
48,978
(4,053)
(5,377)
Presented after appropriate offsetting as follows:
Deferred tax assets
Deferred tax liabilities
2006 annual report
Golden Hope
169
17. DEFERRED TAX (cont’d)
The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:
Deferred Tax Liabilities of the Group:
Accelerated
Capital
Allowances
Total
186,791
8,249
186,791
8,249
195,040
195,040
RM'000
At 1 July 2005
Recognised in the income statement
At 30 June 2006
At 1 July 2004
50,464
122,584
(927)
14,670
50,464
122,584
(927)
14,670
At 30 June 2005
186,791
186,791
Tax Losses
and
Unabsorbed
Capital
Allowances
Total
Deferred Tax Assets of the Group:
Unrealised
Gain from
Disposal
of Land
RM'000
At 1 July 2005
At 30 June 2006
194,222
(1,778)
192,444
41,547
(7,918)
33,629
235,769
(9,696)
226,073
At 1 July 2004
277,428
–
(83,206)
37,783
13,149
(9,385)
315,211
13,149
(92,591)
At 30 June 2005
194,222
41,547
235,769
170
Golden Hope
2006 annual report
17. DEFERRED TAX (cont’d)
Deferred Tax Liabilities of the Company:
Accelerated
Capital
Allowances
Total
RM'000
At 1 July 2005
5,377
(1,324)
5,377
(1,324)
At 30 June 2006
4,053
4,053
At 1 July 2004
6,018
(641)
6,018
(641)
At 30 June 2005
5,377
5,377
Group
2006
Group
2005
At 1 July
Changes in Group composition
Acquisition of subsidiary companies
187,590
6,040
–
–
–
197,590
Less: Accumulated amortisation in income statement
193,630
(10,000)
197,590
(10,000)
18. GOODWILL ON CONSOLIDATION
RM'000
At 30 June
183,630
2006 annual report
187,590
Golden Hope
171
19. PROPERTY DEVELOPMENT-IN-PROGRESS
Group
2006
Group
2005
83,114
405,094
–
687,854
368,242
(656,296)
488,208
399,800
4,203
65,312
–
56,917
69,515
56,917
Costs recognised in income statement:
At 1 July
Recognised during the year
Reversal of completed projects
(312,830)
(71,916)
40,607
(256,725)
(56,105)
–
At 30 June
(344,139)
(312,830)
RM'000
Property development cost
At 1 July:
Freehold land
Development costs
Costs incurred during the year:
Freehold land
Development costs
Reversal of development costs during the year:
Freehold land
Development costs
Transfers:
From land held for property development
To inventories
Property development cost at 30 June
(14,483)
(6,278)
–
–
(20,761)
–
–
(40,809)
51,556
(5,079)
(40,809)
46,477
152,014
190,364
4,153
4,630
Included in property development costs incurred during the financial year
Interest expense
172
Golden Hope
2006 annual report
20. AMOUNTS DUE FROM/(TO) CUSTOMERS
Group
2006
Group
2005
670,346
2,847
602,645
8,828
673,193
(666,529)
611,473
(590,720)
RM'000
Cost of construction in progress
Estimated attributable profit
Progress billings received and receivable
6,664
20,753
35,223
(28,559)
47,335
(26,582)
6,664
20,753
Contract Revenue
– Total
– Recognised during the year
665,679
102,885
649,528
46,573
Contract Cost
– Total
– Recognised during the year
670,346
93,547
602,645
49,745
Represented by:
Amounts due from customers
Amounts due to customers
Included in progress billings received and receivable are retention sums receivable of RM8,364,000 (2005: RM6,629,000).
2006 annual report
Golden Hope
173
21. INVENTORIES
Group
2006
Group
2005
Company
2006
Company
2005
54,018
43,891
88,087
22,682
122,287
48,733
36,768
26,059
70,446
10,671
122,665
13,934
1,032
1,030
349
–
–
–
537
1,832
390
–
–
–
379,698
280,543
2,411
2,759
Group
2006
Group
2005
Company
2006
Company
2005
465,757
–
54,797
8,489
6,261
11,804
180,946
447,553
–
151,767
4,343
2,735
12,529
149,420
31,197
1,897,209
54,797
460
516
9,767
49,812
23,783
1,783,548
151,767
431
501
11,460
33,326
728,054
768,347
2,043,758
2,004,816
RM'000
At cost:
Produce stocks
Refined palm oil
Raw materials and stores
Work-in-progress
Finished goods
Completed properties
22. RECEIVABLES
RM'000
Trade receivables
Due from subsidiary companies
Due from associated companies
Prepayments
Deposits
Staff loan
Sundry receivables
The Group’s normal trade credit term ranges from 30 to 90 days. Other credit terms are assessed and approved on a case-by-case basis.
The Group has no significant concentration of credit risk that may arise from exposure to a single receivable or to groups of receivables.
The amounts due from subsidiary companies are unsecured, interest-free and have no fixed terms of repayment.
174
Golden Hope
2006 annual report
23. SHORT TERM INVESTMENT
Group
2006
Group
2005
Company
2006
Company
2005
RM'000
Quoted investment, at cost:
Island & Peninsular Berhad *
Investment in institutional trust at cost **
Market value of quoted investment
*
–
5,000
1,263,885
–
–
–
1,263,885
–
5,000
1,263,885
–
1,263,885
–
561,313
–
561,313
The short term quoted investment in respect of the previous year relates to investment in Island & Peninsular Berhad pending
distribution to shareholders pursuant to the Company's Rationalisation Exercise (as detailed in Note 34(a)). No allowance for diminution
in value was made because the holding was temporary. The distribution of the holdings in Island & Peninsular Berhad was completed
on 14 September 2005.
** The investment is in respect of funds placed by a subsidiary company in an institutional trust fund managed by Amanah Raya Berhad.
2006 annual report
Golden Hope
175
24. CASH AND BANK BALANCES
Group
2006
Group
2005
Company
2006
Company
2005
RM'000
Cash on hand and at banks *
Deposits with:
banks
finance companies
other financial corporations
72,557
66,248
2,762
9,620
59,413
617
71,244
266,414
19,484
100,554
–
–
59,200
137,570
15,100
88,810
203,831
452,700
61,962
251,100
* Included in cash on hand and at banks of the Group are balances held under housing development accounts of RM2,582,075
(2005: RM1,031,204) pursuant to Section 7A of the Housing Developers Act, 1966, which represents monies received from purchasers
of the Group's residential units less payment and withdrawal in accordance with the Act.
The average effective interest rates of deposits at the balance sheet date and the average maturities of deposits as at the end of the financial
year are as follows:
Average
Interest Rates
%
2006
2005
Average
Maturities
Days
2006
2005
Group
Banks
Finance companies
Other financial corporations
2.73
3.50
3.31
3.00
2.77
2.69
31
31
20
31
31
33
Company
Banks
Finance companies
Other financial corporations
–
–
3.35
2.71
2.70
2.68
–
–
7
31
31
35
176
Golden Hope
2006 annual report
25. PAYABLES
Group
2006
Group
2005
Company
2006
Company
2005
265,209
–
97,467
76,096
148,137
338,702
–
96,142
61,891
140,837
820
5,750,570
9,333
14,518
5,558
566
5,587,163
5,799
10,988
75,503
586,909
637,572
5,780,799
5,680,019
RM'000
Trade payables
Due to subsidiary companies
Provisions
Accruals
Sundry payables
The normal trade credit term granted to the Group ranges from 30 to 90 days.
The amounts due to subsidiary companies are unsecured, interest-free and have no fixed terms of repayment.
26. BANK BORROWINGS
Group
2006
Group
2005
Company
2006
Company
2005
3,880
45,158
427,598
–
3,065
12,265
179,615
339
–
–
236,700
–
–
–
–
–
476,636
195,284
236,700
–
33,066
18,564
–
–
509,702
213,848
236,700
–
RM'000
Unsecured:
Bank overdrafts
Export credit refinancing
Revolving credits
Short term loans
Current portion of long term loans (Note 29)
2006 annual report
Golden Hope
177
26. BANK BORROWINGS (cont’d)
The average effective interest rates at the balance sheet date for borrowings are as follows:
Bank overdrafts
Export credit refinancing
Revolving credits
Term loans
Group
2006
%
Group
2005
%
Company
2006
%
Company
2005
%
4.99
4.60
4.31
3.93
4.54
3.58
3.92
3.39
–
–
4.00
–
–
–
–
–
27. SHARE CAPITAL
Number of Ordinary
Shares of RM1 Each
2006
2005
'000
'000
Authorised:
At 1 July/30 June
Issued and fully paid:
At 1 July
Issued and paid-up during the year
At 30 June
178
Golden Hope
2006 annual report
Amount
2006
RM'000
2005
RM'000
5,000,000
5,000,000
5,000,000
5,000,000
1,423,489
–
1,062,217
361,272
1,423,489
–
1,062,217
361,272
1,423,489
1,423,489
1,423,489
1,423,489
28. RESERVES
Group
2006
Group
2005
Company
2006
Company
2005
467,262
68,452
6,849
1,731,147
68,452
26,487
467,262
–
–
1,731,147
–
–
542,563
1,826,086
467,262
1,731,147
2,994,242
2,990,704
422,680
505,584
3,536,805
4,816,790
889,942
2,236,731
RM'000
Total reserves at 30 June are analysed as follows:
Non-distributable:
Share premium
Reserve on consolidation
Exchange adjustment
Distributable:
Retained profits
The movement in share premium account was due to the capital distribution to shareholders pursuant to the Rationalisation Exercise as
disclosed in Note 34(a).
Reserve on consolidation arose from acquisition of subsidiary companies.
Movements in reserves are shown in the statements of changes in equity.
Based on the estimated tax credit available, approximately RM258,546,000 (2005: RM265,515,000) of the Company's retained profits are
available for distribution by way of dividends without incurring additional tax liability. In addition, the Company has tax exempt income
available for distribution as tax exempt dividends amounting to approximately RM134,600,000 (2005: RM149,000,000).
2006 annual report
Golden Hope
179
29. LONG TERM BORROWINGS
Group
2006
Group
2005
151,575
168,705
(33,066)
(18,564)
RM'000
Long term loans
Less: Current portion of loans included
under current liabilities (Note 26)
Maturity of Borrowings
Within one year
More than 1 year and less than 2 years
More than 2 years and less than 5 years
118,509
150,141
33,066
92,598
25,911
18,564
50,696
99,445
151,575
168,705
30. ACQUISITION OF SUBSIDIARY COMPANIES
Austral Enterprises
Berhad Group
2005
Group
RM'000
Property, plant and equipment
Current assets
Current and long term liabilities
Deferred taxation
Minority interests
1,219,674
138,932
(153,847)
(109,435)
(38,239)
Goodwill on consolidation
1,057,085
197,590
Net assets acquired
1,254,675
Purchase consideration satisfied by:
Cash
Issuance of 361,271,676 ordinary shares of RM1.00 each at
RM3.46 per share pursuant to the Rationalisation Exercise
(as detailed in Note 34(a))
4,675
1,250,000
1,254,675
Purchase consideration discharged by cash
Less: Cash and cash equivalents of subsidiary companies
4,675
(15,929)
Cash inflow on acquisition of subsidiary companies
(11,254)
180
Golden Hope
2006 annual report
31. CAPITAL COMMITMENTS
Group
2006
Group
2005
Company
2006
Company
2005
47,057
301,854
57,608
316,708
3,795
29,229
5,711
50,879
348,911
374,316
33,024
56,590
2006
2005
8,254
3,610
RM'000
Authorised capital expenditure not provided
for in the financial statements:
Contracted for
Not contracted for
32. SIGNIFICANT RELATED PARTY TRANSACTIONS
RM'000
Group
Recurrent related party transactions:
Tolling fees receivable from an associated company
– Cognis Oleochemicals (M) Sdn. Bhd.
2006 annual report
Golden Hope
181
32. SIGNIFICANT RELATED PARTY TRANSACTIONS (cont’d)
2006
2005
RM'000
Company
Recurrent related party transactions:
Sales of fresh fruit bunches to subsidiary company
– Golden Hope Plantations (Peninsular) Sdn. Bhd.
–
7,405
Purchases of fresh fruit bunches from subsidiary company
19,260
22,776
Sales of crude palm oil to subsidiary company
– Golden Jomalina Food Industries Sdn. Bhd.
33,659
59,406
Sales of refined palm oil to subsidiary company
– Golden Hope-Nhabe Edible Oils Co. Ltd.
53,286
32,874
Management fees receivable from subsidiary companies
– Golden Hope Plantations (Sabah) Sdn. Bhd.
– Golden Hope Plantations (Sarawak) Sdn. Bhd.
– Golden Hope Latex Sdn. Bhd.
– Austral Enterprises Berhad
12,444
5,003
3,295
1,442
6,920
12,199
5,044
2,785
700
5,832
Selling commission receivable from subsidiary companies
– Golden Hope Plantations (Sabah) Sdn. Bhd.
– Golden Hope Plantations (Sarawak) Sdn. Bhd.
– Golden Hope Latex Sdn. Bhd.
13,374
5,593
2,910
1,117
12,919
6,330
2,247
922
The Directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been
established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.
33. CONTINGENT LIABILITIES
Company
2006
Company
2005
306,215
303,986
RM'000
Guarantee given to financial institutions for facilities granted to a
subsidiary company (unsecured)
182
Golden Hope
2006 annual report
34. SIGNIFICANT EVENTS
(a) On 16 September 2003, Aseambankers Malaysia Berhad (Aseambankers), on behalf of the Board of Directors of Golden Hope
Plantations Berhad (Golden Hope) announced a Rationalisation Exercise with Island & Peninsular Berhad (I&P) which involved
the following:
(i)
Acquisition of 83,683,022 ordinary shares of RM1.00 each, representing approximately 99.63% equity interest in Austral
Enterprises Berhad (AEB), a wholly-owned subsidiary company of I&P, for a purchase consideration of RM1,250,000,000 to be
satisfied by the issuance of 361,271,676 new Golden Hope Shares at an issue price of RM3.46 per Golden Hope Share.
(ii)
Subscription of 1,500,000 new ordinary shares of RM1.00 each, representing 60% of the enlarged issued and paid-up share
capital of I&P Seriemas Sdn. Bhd. (I&P Seriemas), a wholly-owned subsidiary company of Golden Hope, by I&P for a subscription
price of RM629,645,945, which will be satisfied by the issuance of 185,189,984 new I&P Shares to Golden Hope, at an issue
price of RM3.40 per share, in consideration of Golden Hope paying I&P Seriemas the subscription price of RM629,645,945 on
behalf of I&P by setting-off against the balance amount of debt as at 30 September 2003 owing by I&P Seriemas to Golden Hope.
(iii) Settlement by I&P the amount of RM33,096,419 as at 30 September 2003 owing by I&P Permodalan Harta Sdn. Bhd. (I&P
Permodalan Harta), a wholly-owned subsidiary company of Golden Hope, to Golden Hope by the issuance of 9,734,240 new I&P
Shares at an issue price of RM3.40 per I&P Share to Golden Hope.
Sale of the entire issued and paid-up capital of I&P Permodalan Harta by Golden Hope to I&P at the sale consideration of
RM17,222,158 to be satisfied by the issuance of 5,065,340 new I&P Shares at an issue price of RM3.40 per I&P Share to
Golden Hope.
(iv) Subscription of 49,500,000 new ordinary shares of RM1.00 each, representing 99% of the issued and paid-up share capital in
I&P Alam Impian Sdn. Bhd. (I&P Alam Impian), a wholly-owned subsidiary company of Golden Hope, by I&P, for a total cash
subscription price of RM49,500,000 of which RM495,000 will be paid on completion and the balance of RM49,005,000 will be
"uncalled capital".
Settlement by I&P the amount of RM583,920,060 by the issuance of 171,741,194 new I&P Shares at an issue price of RM3.40
per I&P Share to Golden Hope in settlement of the consolidated inter-company advances owing by I&P Alam Impian to Golden
Hope of RM301,281,000 as at 30 September 2003 and in consideration of Golden Hope assuming the obligation to pay the
balance of the purchase price for Haron Estate of RM282,639,060 directly to Haron Estate Development Sdn. Bhd. (Haron Estate
Development) in accordance with the terms and conditions of the Haron Estate Development Sale and Purchase Agreement.
(v)
Voluntary General Offer (VGO) by I&P to acquire the entire issued and paid-up share capital of Negara Properties (M) Berhad
(Negara), a 62.6% subsidiary company of Golden Hope (held directly and indirectly through subsidiary companies of Golden
Hope), (Offer Shares) for a total purchase consideration of RM310,000,000 or approximately RM4.39 per ordinary share in Negara
to be satisfied by the issuance of 91,176,470 new I&P Shares at an issue price of RM3.40 per I&P Share (assuming full
acceptances of the Offer Shares) (VGO on Negara).
(vi) Capital distribution to its shareholders (excluding those issued pursuant to the acquisition of AEB) of the entire new I&P Shares
received by Golden Hope pursuant to the Disposal of I&P Permodalan Harta, the Subscriptions and the Settlements of Amounts
Owing through Bonus Issue and Capital Repayment.
2006 annual report
Golden Hope
183
34. SIGNIFICANT EVENTS (cont’d)
(a) (cont’d)
Items (i) to (iv) of the Rationalisation Exercise was completed on 14 September 2005 with the Capital Distribution to shareholders of
371,730,758 I&P Shares amounting to RM1,263,884,582.
In respect of the item (v), VGO on Negara, the shareholders of Golden Hope approved the VGO at an Extraordinary General Meeting
(EGM) held on 8 March 2005. However, the Company, on 31 March 2005, received from Kumpulan Wang Simpanan Pekerja (KWSP),
an order from the High Court of Malaya of Kuala Lumpur restraining the Company and I&P from acting in any manner whatsoever on
the resolution passed at the Golden Hope EGM of 8 March 2005 in relation to the acceptance of the VGO on Negara by Golden Hope.
On 27 March 2006, Aseambankers on behalf of Golden Hope, announced that, the shareholders of Golden Hope at an EGM held on
13 March 2006 approved the revocation of the ordinary resolution passed by the shareholders at the EGM held on 8 March 2005
relating to the acceptance of the VGO on Negara.
In respect of the Change to the Express Conditions, the conversion of land use for Lot 379, Mukim of Pedah, District of Jerantut, Pahang
has been approved whilst the conversion of land use for Lot 509, Mukim of Burau, District of Jerantut, Pahang, approval in principle
has been obtained from Pejabat Tanah Jerantut and the State EXCO, subject to payment of additional premium.
(b) On 14 September 2005, Golden Hope signed a share sale agreement with AFIA International Company (AFIA) (formerly known as
Savola Edible Oils Company Ltd.), to acquire 377,000 shares of MAD100 each in Savola Morocco S.A. representing 40% of the issued
and paid-up share capital of Savola Morocco S.A. for a consideration of US$12.26 million. The acquisition is the 1st step towards
implementing Phase 1 of the collaboration between the parties as envisaged in the Collaboration Agreement which was signed between
the parties on 15 April 2005.
On 26 May 2006, Golden Hope International Investments (GHII), a wholly-owned subsidiary company of Golden Hope, signed a share
sale agreement for the disposal of 40% of its shareholding in Golden Hope Investments (Asia Pacific) (GHIAP), a wholly-owned
subsidiary company of GHII, to AFIA for a consideration of US$2.73 million. GHIAP is the holding company of Golden Hope Overseas
Sdn. Bhd..
Golden Hope Overseas Sdn. Bhd. holds 51% of Golden Hope-Nhabe Edible Oils Co. Ltd. (Golden Hope-Nhabe), Golden Hope's
Vietnam-based refinery, whilst the remaining 49% is held by National Company for Vegetable Oils, Aromas and Cosmetics of Vietnam
(Vocarimex). With the acquisition of the 40% equity in GHIAP, AFIA effectively owns 20.4% of Golden Hope-Nhabe.
Golden Hope and AFIA plan to join efforts with Vocarimex to exploit the growth opportunities offered by Vietnam in the edible oils &
fats market and its rapidly growing 84 million population market. The collaboration would also enable Golden Hope to enter the
branded consumer and retail business of edible oils & fats in the Middle East, which is a growing market, and to leverage on AFIA's
strong brands.
The collaboration is in line with Golden Hope's existing strategy to expand its involvement in downstream operations by increasing its
presence in the manufacturing, marketing and distribution of branded consumer packed edible oils & fats internationally.
(c) On 17 October 2005, Golden Hope announced that it has signed a Memorandum of Agreement with Universiti Putra Malaysia (UPM)
to undertake a joint programme with UPM to implement a Diploma of Agriculture (Plantations Industry Option) which would produce
graduates who are readily employable for the job market.
184
Golden Hope
2006 annual report
(d) On 12 November 2005, Commerce International Merchant Bankers Berhad (CIMB), on behalf of the Board of Directors of Golden
Hope, announced the proposed extension to the scope of the existing joint venture in Cognis Oleochemicals (M) Sdn. Bhd. (COM)
between Cognis B.V. and Golden Hope by entering into the following agreements:
(i)
A revised and restated joint venture agreement dated 11 November 2005 between Cognis B.V., Golden Hope and COM whereby
Cognis B.V. and Golden Hope have agreed to extend the existing scope of business of COM from conducting a Malaysian business
to a worldwide business with fatty acids, glycerine, hardened oils, triacetine, ozone acids, oilfield esters and chemicals, PVC
lubricants and plasticiser (Proposed Expansion).
(ii) A share subscription agreement dated 11 November 2005 between Cognis B.V., Golden Hope and COM whereby:
• Golden Hope agrees to subscribe for and COM agrees to issue and allot 162,625,000 new COM Shares at the subscription price
of US$47.5 million or approximately RM180.5 million, based on an exchange rate of RM3.80 per US$ to be satisfied in cash;
and
• Cognis B.V. agrees to subscribe for and COM agrees to issue and allot 162,625,000 new COM Shares at the subscription price
of US$47.5 million or approximately RM180.5 million, based on an exchange rate of RM3.80 per US$ to be fully satisfied by
the transfer of inter-company receivable owing by Cognis Oleochemical GmbH to Cognis B.V. (a company involved in the
oleochemical business), which will be transferred by Cognis B.V. to COM.
The Proposed Expansion is conceived through COM entering into a share purchase agreement dated 11 November 2005 with Cognis
B.V. (SPA). The SPA would involve the acquisition by COM of the entire issued and paid-up share capital of Cognis Oleochemicals U.K.
Ltd. (Cognis UK) from Cognis B.V.. By then, Cognis UK would have acquired or be in the process of acquiring 5 companies incorporated
in the United States of America, Canada, Germany, Brazil and Japan which will own and operate the non-Malaysian oleochemicals
businesses of Cognis UK and its subsidiary companies.
On 18 February 2006, CIMB, on behalf of the Board of Directors announced that the Proposed Expansion and subscription of new
ordinary shares of RM1.00 each in COM was completed on 17 February 2006, German time (18 February 2006, Malaysian time), in
accordance with the terms and conditions of the share subscription agreement dated 11 November 2005.
(e) On 5 December 2005, Golden Hope announced that Golden Hope Plantations (Peninsular) Sdn. Bhd., a wholly-owned subsidiary
company of Golden Hope, had entered into two Sale and Purchase Agreements with I&P Seriemas Sdn. Bhd., a 40% associated
company of Golden Hope, for the proposed acquisition of lands held under the following titles:
(i)
Sungai Sedu Estate
Geran 30586, Lot 746, Mukim Tanjong Dua Belas, District of Kuala Lumpur State of Selangor, measuring approximately 63 acres
for a purchase consideration of RM9,135,000.
(ii) Dusun Durian Estate
Geran 48775, Lot 8, Mukim Morib and Geran 44714, Lot 1710, Mukim Kelanang, both in District of Kuala Langat State of
Selangor, measuring approximately 256 acres for a purchase consideration of RM34,500,000.
(f) On 6 December 2005, Golden Hope announced that the shareholders of Jiangyin-Golden Hope Oils & Fats Co. Ltd. (Jiangyin-GH),
Golden Hope Overseas Sdn. Bhd. and Jiangyin Oils & Fat Chemical Co. had at the EGM held on 6 December 2005 in Jiangyin, People's
Republic of China, approved the resolution to dissolve Jiangyin-GH by way of members' voluntary winding up.
2006 annual report
Golden Hope
185
(g) On 12 December 2005, Golden Hope announced that Rubiatec Sdn. Bhd. (Rubiatec), a wholly-owned subsidiary company of Golden
Hope had signed an agreement with Malaysian Palm Oil Board (MPOB), to enter into an arrangement for the design, construction,
commissioning and completion of a palm biodiesel plant together with the requisite support buildings, infrastructure and ancillary
facilities (Project).
Taking cognizance of Government's move towards migrating to renewable energy supply; the increased demand for palm oil and the
effects of the Kyoto Protocol, the Project forms the basis to enable Golden Hope, through Rubiatec, to position itself as a leader in the
production of sustainable energy. The Project is also synergistic to its core business of plantation.
(h) On 26 January 2006, Golden Hope announced that it has entered into a Letter of Intent (LOI) with Godiver Handelsgescellscaft mbH
(Godiver) on 23 January 2006.
In furtherance of the LOI, Golden Hope or its nominee and Godiver will incorporate a Dutch limited liability company that will erect and
operate a biodiesel production facility in Zwijndrecht, the Netherlands.
On 10 July 2006, Golden Hope announced that the tenure of the LOI has lapsed.
(i)
On 26 June 2006, Golden Hope announced that, its wholly-owned subsidiary company, Impian Golf Resort Berhad (IGRB) has on the
same day, entered into a Sale and Purchase Agreement with Sungai Kantan Development Sdn. Bhd., a wholly-owned subsidiary
company of Negara Properties (M) Berhad, a 62.6% subsidiary company of the Golden Hope Group, for the purchase of a parcel of
freehold land held under H.S. (D) 47918, PT No. 36968 Mukim of Kajang, District of Ulu Langat, Selangor Darul Ehsan, measuring
approximately 5.531 acres for a cash consideration of RM6,023,100.
The purchase of the property is to complement the IGRB's Impian Golf and Country Club operations by having a permanent golf driving
range which would enhance its capability in hosting international level professional golf tournaments in the future.
(j)
On 30 June 2006, Golden Hope announced that it had on 29 June 2006, signed a Research and Development Agreement with NIZO
food research B.V. (NIZO food research) to collaborate (Proposed Collaboration) with each other whereby NIZO food research will:
(i)
Provide Golden Hope with research facilities and state-of-the-art pilot food application facilities and offers to act as coordinator for
Golden Hope and its subsidiary companies in the Dutch Food Valley; and
(ii) Arrange and assist Golden Hope with know-how, facilities and expertise to have researches performed.
The Proposed Collaboration forms the basis of the collaboration between Golden Hope and NIZO food research in which Golden Hope
and NIZO food research could offer each other by combining their respective expertise and resources with the objective of establishing
oils & fats businesses through the respective collaborative projects.
186
Golden Hope
2006 annual report
35. SUBSEQUENT EVENTS
(a) On 27 July 2006, Golden Hope announced the signing of a memorandum of understanding (MOU) with Cognis Oleochemicals (M) Sdn.
Bhd. (COM) and Lonkey Industrial Co. Ltd. (Lonkey), Guangzhou, China to collaborate (Proposed Collaboration) by cooperating and
contributing their respective expertise and resources in the Proposed Collaboration with the objective of conducting a due diligence on
the business of Methyl Ester Sulphonates (MES) and to facilitate valuation of the business with the view of forming a joint-venture in the
manufacture, distribution and sale of MES (Proposed Business).
Upon the successful completion of the MOU Golden Hope or its nominee(s), COM and Lonkey intend to execute a joint-venture
agreement to conduct the Proposed Business.
The rationale for the Proposed Collaboration are:
(i)
To strengthen Golden Hope's biodiesel business by providing the complimentary revenue from the sale of C16 ME for MES and
others for biodiesel.
(ii) To capitalise on the potential of MES as a replacement for Linear Alkyl Sulphonate (LAS) in the detergent industry.
(iii) Strengthen Golden Hope’s presence in the downstream activities of the oleochemicals derivative business.
(b) On 27 July 2006, Golden Hope announced that it has signed a memorandum of understanding with Homey Group Co. Ltd. (Homey)
of the People's Republic of China.
Golden Hope and Homey have agreed to work jointly by combining their respective expertise and resources to achieve their mutual
objective of becoming significant players in their respective businesses through the development and production of value-added foodbased consumer products and biodiesel, respectively.
36. FINANCIAL INSTRUMENTS
(a) Financial Risk Management Objectives and Policies
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.
(b) Interest Rate Risk
The Group’s primary interest rate risk relates to interest-bearing debt, the Group had no substantial long-term interest-bearing assets
as at 30 June 2006. 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.
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group actively
reviews its debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows it to capitalise
on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes.
The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed in their respective notes.
The Group operates internationally and is exposed to various currencies. Foreign currency denominated assets and liabilities together
with expected cash flows from highly probable purchases and sales give rise to foreign exchange exposure.
2006 annual report
Golden Hope
187
36. FINANCIAL INSTRUMENTS (cont’d)
(b) Interest Rate Risk (cont’d)
The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or
investment is located or by borrowing in currencies that match the future revenue stream to be generated from its investments.
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 companies as at 30 June 2006 that are not denominated in their
functional currencies is expected to be immaterial.
(c) Foreign Exchange Risk
As at 30 June 2006, the outstanding foreign exchange currency contracts entered into by the Group to hedge its trade receivables and
payables are as follows:
Contract
Amounts
'000
Carrying
Amounts
Euro '000
Carrying
Amounts
RM'000
Equivalent
Trade receivables
United States Dollar
Euro
Great Britain Pound
39,018
413
159
4,476
–
–
228
3,629
142,256
1,909
1,078
17,098
Future sales of goods
Great Britain Pound
24,405
758
19,577
1,092
92,228
5,142
996
822
3,870
56,488
44,964
211,826
Trade payables
Future purchases of raw materials
The fair value of outstanding forward foreign exchange currency contracts of the Group at the balance sheet date was a net
unfavourable position of RM1,618,000.
It is not practical to estimate the fair values of the forward foreign exchange currency contracts for the future sales of goods and
purchase of raw materials reliably due to the uncertainties of timing, costs and eventual outcome.
188
Golden Hope
2006 annual report
(d) Liquidity Risk
The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all
refinancing, 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 of 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 prudently balances its portfolio with some short term funding so as to achieve overall
cost effectiveness.
(e) Credit Risk
Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures.
Credit risks are minimised and monitored via strictly 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.
(f) Fair Values
The aggregate net fair values of financial assets and financial liabilities which are not carried at fair value on the balance sheets of the
Group and of the Company as at the end of the financial year are represented as follows:
Note
Group
Carrying
Amount
Group
Fair
Value
Company
Carrying
Amount
Company
Fair
Value
RM'000
Financial Assets
At 30 June 2006:
Other investments
Non-current unquoted shares
Amounts due from subsidiary companies
Amounts due from associated companies
15
22
22
36,796
–
–
*
–
–
36,550
1,897,209
54,797
*
#
#
At 30 June 2005:
Other investments
Non-current unquoted shares
Amounts due from subsidiary companies
Amounts due from associated companies
15
22
22
36,796
–
–
*
–
–
36,550
1,783,548
151,767
*
#
#
2006 annual report
Golden Hope
189
(f) Fair Values (cont’d)
Note
Group
Carrying
Amount
Group
Fair
Value
Company
Carrying
Amount
Company
Fair
Value
RM'000
Financial Liabilities
At 30 June 2006:
Amounts due to subsidiary companies
Long term loans
25
29
–
118,509
–
@
5,750,570
–
#
–
At 30 June 2005:
Amounts due to subsidiary companies
Long term loans
25
29
–
150,141
–
@
5,587,163
–
#
–
*
It is not practical to estimate the fair value of the Group's 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 not practical to estimate the fair value of amounts due from/to subsidiary and associated companies due principally to a lack
of fixed repayment term entered by the parties involved and without incurring excessive costs.
@
It is not practical to estimate the fair values of the long term loans due to the fluctuation of interest rates and foreign
exchange rates.
The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments:
(i) Cash and Bank Balances, Other Receivables/Payables and Short Term Borrowings
The carrying amounts reported in the balance sheets approximate fair values due to their short term maturity.
(ii) Trade Receivables and Trade Payables
The carrying amounts in the balance sheets approximate fair values because these are subject to normal trade credit terms.
190
Golden Hope
2006 annual report
OUR CORPORATION
PROPERTIES OF THE
GROUP
KEDAH & PERAK
Total
Titled
Area
No. Location of Property
1.
2.
3.
4.
5.
6.
7.
8.
9.
Group Estates
Kedah
Kuala Ketil/Victoria
Somme, Serdang
Jentayu, Gurun
Perak
Holyrood, Selama
Sungei Krian, Bagan Serai
Jin Seng, Bagan Serai
Chersonese, Kuala Kurau
Elphil, Sungei Siput
Kinta Kellas, Batu Gajah
Crop
OP R CN FO OP R FF
•
•
•
Freehold
Freehold
Freehold
–
–
–
2,795.59
943.39
2,178.59
–
–
–
38,258
12,113
48,673
1,335.07
1,185.22
980.47
2,281.07
924.95
1,061.42
•
•
•
•
•
•
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Leasehold
Freehold
Leasehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Leasehold
Freehold
Leasehold
–
–
–
–
–
–
2907
–
2081
–
–
–
–
–
–
2050
–
2052
1,335.07
1,185.22
980.47
2,281.07
560.86
1,060.07
1.35
2,138.01
81.19
2,323.75
3,944.46
2,134.16
1,065.32
1,700.57
2,533.70
78.20
1,410.17
169.16
–
–
–
–
–
–
18,538
12,874
15,671
30,576
10,872
17,915
–
36,316
–
–
–
9
–
48
33,852
87,779
47,340
21,367
26,309
36,420
–
25,506
Year of
Expiry
Size
Age of
Hectare
Building
(Plantation) (Years)
•
2,129.20
•
•
2,323.75
3,944.66
2,134.16
1,264.57
1,700.57
2,611.90
•
•
•
•
•
•
•
17. Cluny/Trolak/Bedford, Slim River
1,579.61
•
Total
Titled
Area
Location of Property
18. Golden Hope Latex Sdn. Bhd.,
Sungei Klah, Sungkai, Perak
58.47
KEDAH
Tenure
Size
Age of
Net Book
Year of
Hectare
Building
Value As At
Expiry (Plantation) (Years) 30 June 2006
RM’000
2,824.41
943.39
2,176.49
10. Sogomana/Sungei Bruas/
Cashwood, Ayer Tawar
11. Sungei Wangi, Sitiawan
12. Bagan Datoh/Melentang
13. Flemington/Gough Garden
14. Selaba, Teluk Intan
15. Bikam, Sungei Klah
16. Sungei Samak, Ulu Bernam
No.
Factory
•
•
•
•
•
•
Description
Tenure
Estate Land
Freehold
–
58.47
Net Book
Value As At
30 June 2006
RM’000
–
409
PERAK
2006 annual report
Golden Hope
191
OUR CORPORATION
SELANGOR
Total
Titled
Area
Group Estates
Selangor
19. West/East, Carey Island
20. Sg. Sedu, Banting
21. Dusun Durian, Banting
22. Sepang Estate, Sepang
Agency Estates
Selangor
23. Kajang Estate, Kajang
No.
24. Golden Hope Latex Sdn. Bhd.,
Port Klang, Selangor
192
Golden Hope
•
402.79
1,649.50
2,470.24
•
•
•
568.19
•
2006 annual report
Tenure
•
•
Size
Age of
Net Book
Year of
Hectare
Building
Value As At
RM’000
Freehold
Leasehold
Freehold
Freehold
Freehold
–
2057
Freehold
Description
Tenure
58.47
NEGERI SEMBILAN
SELANGOR
Factory
OP R CN FO OP R FF
11,509.36
Total
Titled
Area
Crop
Freehold
MELAKA
37
157,979
–
–
11,452.96
36.40
402.79
1,649.50
2,470.24
46
48
36
15,442
45,537
46,668
–
568.19
–
–
Year of
Expiry
–
Size
Age of
Hectare
Building
58.47
JOHOR
–
Net Book
Value As At
30 June 2006
RM’000
409
PROPERTIES OF THE GROUP
NEGERI SEMBILAN, MELAKA & JOHOR
Total
Titled
Area
25.
26.
27.
28.
Group Estates
Negeri Sembilan
Pertang, Kuala Pilah
Sungei Sabaling, Bahau
St. Helier/Sialang/Juasseh, Bahau
Bukit Pilah/New Rompin/Kelpin,
Kuala Pilah
Linsum, Rantau
Bradwall, Siliau
Kok Foh
Crop
Factory
OP R CN FO OP R FF
Tenure
Size
Age of
Net Book
Year of
Hectare
Building
Value As At
RM’000
1,070.40
1,320.52
1,993.09
3,674.47
•
•
•
•
•
•
•
•
Freehold
Freehold
Freehold
Freehold
–
–
–
–
1,070.40
1,320.52
1,993.09
3,674.47
–
–
–
–
16,121
18,749
29,256
57,306
579.00
2,149.92
2,304.14
•
•
•
•
•
•
Freehold
Freehold
Freehold
Leasehold
–
–
574.76
2,149.92
2,202.97
101.17
–
–
8,074
22,045
54,387
Melaka
32. Sungei Bahru, Masjid Tanah
1,429.92
•
•
•
951.27
41.23
1,664.81
290.23
16,469
2,558.83
–
2038
–
2025
–
33. Diamond Jubilee, Jasin
Freehold
Leasehold
Freehold
Leasehold
33
17,473
Johor
34. Sungei Senarut, Segamat
1,988.76
•
•
–
25,240
36.
37.
38.
39.
Welch Estate, Jementah
Tangkah/Kundong, Tangkak
North Labis, Labis
Nordanal/Lanadron, Panchor
1,447.84
1,831.49
1,947.73
3,350.69
•
•
•
•
–
37
–
44
21,277
32,258
31,199
46,967
40. Bukit Benut/Benut/Tambuku
41. Kelan, Kulai
3,508.81
1,011.92
•
•
6.48
1,982.28
530.95
1,066.35
1,447.84
1,831.49
1,947.73
470.86
2,879.83
3,508.81
1,011.92
25,559
1,597.30
–
2012
–
2908
–
–
–
–
2100
–
–
–
35. Muar River, Segamat
Freehold
Leasehold
Freehold
Leasehold
Freehold
Freehold
Freehold
Freehold
Leasehold
Freehold
Freehold
26
–
60,570
19,339
Year of
Expiry
Size
Age of
Hectare
Building
29.
30.
31.
No.
42.
Golden Hope Staff Bungalow Sdn. Bhd.,
Cameron Highlands, Pahang
Georgetown, District of North East
Pulau Pinang
43.
Total
Titled
Area
•
•
•
•
•
•
•
•
•
•
Description
Tenure
Holiday bungalow
Leasehold
2075
Holiday bungalow
Freehold
–
44,077
sq. ft.
1,665
sq. metres
2006 annual report
Net Book
Value As At
30 June 2006
RM’000
19
508
1,097
Golden Hope
193
OUR CORPORATION
PAHANG, KELANTAN & SABAH
Total
Titled
Area
Crop
Factory
Tenure
OP R CN FO OP R FF
44.
45.
46.
47.
48.
49.
50.
51.
52.
53.
54.
55.
56.
57.
58.
59.
60.
Group Estates
Pahang
Mentakab, Edensor, Lanchang
Bukit Puteri/Bertang, Temerloh
Jentar, Temerloh
Kerdau, Temerloh
Sungai Mai
Kelantan
Mengkebang, Kuala Krai
Sabah
Melalap, Tenom
Sapong, Tenom
Giram/Kochin/Sipit, Kunak
Binuang, Kunak
Sungang, Kunak
Imam, Tawau
Merotai, Tawau
Table, Tawau
Tiger, Tawau
Mostyn/Tolunsug, Kunak
Tingkayu/Madai, Kunak
PAHANG
194
Golden Hope
2006 annual report
3,273.10
3,844.52
2,229.08
2,627.15
2,853.70
•
•
•
•
•
963.69
•
2,224.72
3,420.40
3,765.88
3,271.08
3,409.04
2,976.66
2,956.66
2,178.08
2,567.89
4,141.92
1,881.13
•
•
•
•
•
•
•
•
•
•
•
KELANTAN
•
•
•
•
•
•
Leasehold
Leasehold
Leasehold
Leasehold
Freehold
Leasehold
Size
Age of
Net Book
Year of
Hectare
Building
Value As At
RM’000
2086
2086
2086
2086
–
–
–
47,171
69,640
54,940
38,597
54,318
2071
3,273.10
3,844.52
2,229.08
2,627.15
1,539.49
1,319.21
Freehold
–
963.69
–
–
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
2907
2887
2061
2077
2077
2055
2065
2936
2068
2940
2073
2,224.72
3,420.40
3,765.88
3,271.08
3,409.04
2,975.86
2,957.66
2,221.70
2,625.29
4,147.00
1,881.03
–
–
–
13
–
–
38
–
–
43
–
19,693
31,090
24,956
41,809
44,344
64,727
67,947
46,515
55,493
79,487
39,066
SABAH
SARAWAK
INDONESIA
SARAWAK & INDONESIA
Total
Titled
Area
Crop
Factory
Tenure
OP R CN FO OP R FF
61.
62.
63.
64.
65.
66.
67.
68.
69.
70.
71.
Group Estates
Sarawak
Lavang, Bintulu
Rasan, Bintulu
Kelida, Bintulu
Belian, Bintulu
Bayu/Damai/Sahua
Derawan/Takau
Chartquest/Dulang/Paroh/
Pekaka/Ruai
Rajawali/Saujana/Semarak
Samudera
Indonesia
Awatan, Lembiru,
Pelanjau-Kalimantan
PT Mas
3,137.89
3,339.00
2,572.00
2,885.84
7,360.00
4,511.00
13,200.00
•
•
•
•
•
•
•
•
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
7,464.60
2,812.00
•
•
Leasehold
Leasehold
9,409.00
•
Leasehold
8,741.00
•
Leasehold
Size
Age of
Net Book
Year of
Hectare
Building
Value As At
RM’000
2055
2055
2055
2055
3,137.89
3,339.00
2,572.00
2,885.84
7,360
4,511
13,200
–
–
–
–
7,464.60
2,812
2030
45,168
46,869
34,672
40,521
100,318
58,744
225,366
125,574
47,890
9,409.00
–
68,579
8,741
–
59,885
2006 annual report
Golden Hope
195
OUR CORPORATION
KEDAH, PERAK & SELANGOR
Total
Titled
Area
(Hectares)
Year of
Expiry
Size
Hectare
(Property)
Age of
Building
(Years)
Net Book
Value As At
30 June 2006
RM’000
Description
Tenure
2824.41
Land held for future
development*
Freehold
–
28.32
–
5,082
Perak
Elphil Estate, Sungai Siput
924.75
Freehold
–
364.09
–
5,587
Selaba Estate, Teluk Intan
1,264.57
development*
development*
Freehold
–
199.27
–
4,458
Mixed residential and
commercial development
Freehold
–
Golf Club & Golf Course
Commercial, residential
and resort development
development*
Freehold
Freehold
–
–
58.18
26.49
9.68
0.10
91.78
12
12
10,898
–
26,369
60,820
15,556
Freehold
–
1,405.45
–
28,295
Freehold
–
391.01
–
59,006
Freehold
–
172.33
–
45,390
Freehold
–
120.28
–
36,722
Kedah
Kuala Ketil Estate, Kulim
Selangor
Melawati Townships
– Taman Melawati,
– Wangsa Melawati
– Desa Melawati
Impian Golf & Country Club, Kajang
Saujana Impian, Kajang
Bukit Belimbing/Bukit Badong
9.68
0.10
91.78
58.17
26.49
1,409.22
Kuala Selangor Estates, Kuala Selangor
Glengowrie Estate, Semenyih
395.87
Semenyih Estate, Semenyih
313.13
New Lunderston, Banting
170.98
KEDAH
196
Golden Hope
2006 annual report
development*
development*
development*
PERAK
SELANGOR
MELAKA
NEGERI SEMBILAN
NEGERI SEMBILAN & MELAKA
Total
Titled
Area
(Hectares)
Negeri Sembilan
Nilai Townships
– Nilai Utama Enterprise Park,
169.47
– Nilai Impian
136.64
Description
Tenure
Year of
Expiry
KLIA Workers Housing Commercial
Complex, Nilai
2.84
Nilai Utama Workers Housing Complex
– Phase NU 5A, Nilai
2.53
Housing complex
Freehold
–
2.53
–
12,538
development*
Freehold
–
437.42
–
6,676
1,429.13
Diamond Jubilee Estate, Jasin
2,858.82
169.47
–
Net Book
Value As At
30 June 2006
RM’000
Integrated industrial and
Mixed residential and
Commercial Complex
Melaka
Sungei Bahru Estate, Masjid Tanah
–
Size
Age of
Hectare
Building
Freehold
Freehold
–
2.84
4
8,110
136.64
Freehold
37,294
130,155
903.78
* Estate operations are managed by Agribusiness Division
2006 annual report
Golden Hope
197
OUR CORPORATION
PENANG, SELANGOR, KUALA LUMPUR
& NEGERI SEMBILAN
Industrial land with factory
Leasehold
2030
8.1
31
1,546
Leasehold
2086
4.0989
29
624
Freehold
–
1,630
sq. ft.
22
187
Penang
– Seberang Prai Tengah, Pulau Pinang
PENANG
198
2 Apartments
SELANGOR
Golden Hope
2006 annual report
Net Book
Value As At
30 June 2006
RM’000
Year of
Expiry
Description
Kuala Lumpur
B – Pantai Tower Apartments
5-12A & 5-12C, Pantai Towers,
Lorong Bukit Pantai,
59100 Kuala Lumpur
Age of
Building
(Years)
Tenure
Selangor
Golden Jomalina Food Industries Sdn. Bhd.
A – Batu 9, Jalan Banting-Klang,
42500 Selangor
Size
Hectare
(Plantation)
KUALA LUMPUR
NEGERI SEMBILAN
VIETNAM
NETHERLANDS
CHINA
VIETNAM, CHINA & NETHERLANDS
Year of
Expiry
Age of
Building
(Years)
Net Book
Value As At
30 June 2006
RM’000
Description
Golden Hope-Nhabe Edible Oils Co. Ltd.
– Ho Chi Minh City, Vietnam
Leasehold
2011
26,300
sq. meters
11
–
Leasehold
2014
8
1,854
–
–
29,061
sq. meters
170.79
sq. meters
8
153
2025
22
4,919
Jiangyin-Golden Hope Oils & Fats
Co. Limited
– Meiyuan West Suburbs,
Jiangyin, Jiangsu, PR China
– No. 104, Block 5, Donghai Garden,
Jiangyin, Jiangsu, PR China
Apartment
Tenure
Size
Hectare
(Plantation)
Unimills B.V. Netherlands
Leasehold
Unimills B.V. Netherlands
Freehold
4.339
11.100
2006 annual report
Golden Hope
199
OUR CORPORATION
SHAREHOLDING
STATISTICS
AS AT SEPTEMBER 7, 2006
Breakdown Of
No. Of
Shareholdings
Shareholders
Less than 100
Malaysian
779
Foreign
33
100 – 1,000
Malaysian
4,799
Foreign
467
1,001 – 10,000
Malaysian
9,402
Foreign
1,678
10,001 – 100,000
Malaysian
1,679
Foreign
600
100,001 and above
Malaysian
236
Foreign
134
Total
Malaysian
16,895
Foreign
2,912
Grand Total
19,807
No. Of
Shares
%
20,071
1,115
0.00
0.00
4,301,986
401,902
0.30
0.03
33,563,592
7,588,199
2.36
0.53
44,871,926
17,293,336
3.15
1.21
1,178,201,782
137,245,266
1,260,959,357
162,529,818
1,423,489,175
82.77
9.64
88.58
11.42
100.00
Authorised
: 5,000,000,000 Ordinary Shares Of RM1.00 Each
Issued And Fully Paid : 1,423,543,175 Ordinary Shares Of RM1.00 Each
Location of Shareholders
Malaysia
Singapore
United Kingdom
Others
TOTAL
Substantial Shareholders
Amanah Raya Nominees (Tempatan) Sdn. Bhd.
Permodalan Nasional Berhad
Kumpulan Wang Amanah Pencen
Employees Provident Fund Board
TOTAL
200
Golden Hope
2006 annual report
Category Of
No. Of
No. Of
Shareholders
Holders
Shares
1. Individual
Malaysian
14,729
71,014,236
Foreign
884
8,358,555
2. Body Corporate
(a) Banks/Finance Companies
Malaysian
48
481,013,569
Foreign
2
268,412
(b) Investment Trust/Foundation/Charities
Malaysian
10
194,896
Foreign
0
0
(c) Industrial and Commercial Companies
Malaysian
462
31,479,825
Foreign
38
4,948,443
3. Government
Agencies/Institutions
Malaysian
9
4,639,789
Foreign
–
4. Nominees
Malaysian
1,479
653,425,540
Foreign
1,960
168,199,910
5. Others
Malaysian
0
0
Foreign
0
0
Total
Malaysian
16,737
1,241,767,855
Foreign
2,884
181,775,320
Grand Total
19,621
1,423,543,175
%
4.99
0.59
33.79
0.00
0.01
0.00
2.21
0.35
0.33
0.00
45.90
11.82
0.00
0.00
87.23
12.77
100.00
No of
Shareholders
Percentage of
Shareholders
No of
Shares Held
Percentage of
Issued Capital
16,737
556
190
2,138
19,621
85.30
2.83
0.97
10.90
100.00
1,241,767,855
6,751,615
2,206,804
172,816,901
1,423,543,175
87.23
0.47
0.16
12.14
100.00
No of Shares
Percentage
537,493,980
189,005,404
172,000,900
83,719,429
37.76
13.28
12.08
5.88
982,219,713
69.00
PERFORMANCE OVERVIEW
LIST OF TOP THIRTY (30) SHAREHOLDERS
No
1
SHAREHOLDING STATISTICS
as at September 7, 2006
Name of Shareholders
No of Shares
Percentage
AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD
537,493,980
37.76
189,005,404
172,000,900
83,719,429
24,473,500
12,035,582
13.28
12.08
5.88
1.72
0.85
11,378,800
0.80
8,825,961
0.62
7,692,094
0.54
7,649,700
0.54
6,800,065
0.48
6,600,000
0.46
5,879,642
0.41
5,848,950
0.41
5,718,700
0.40
5,365,569
0.38
5,218,866
0.37
5,194,800
0.36
5,163,000
0.36
4,867,100
0.34
4,838,300
0.34
4,766,710
0.33
4,192,000
0.29
4,191,174
4,026,000
3,868,224
0.29
0.28
0.27
3,489,400
0.25
3,426,800
0.24
3,411,200
3,161,872
0.24
0.22
1,150,303,722
80.81
2
3
4
5
6
PERMODALAN NASIONAL BERHAD
KUMPULAN WANG AMANAH PENCEN
EMPLOYEES PROVIDENT FUND BOARD
VALUECAP SDN BHD
HSBC NOMINEES (ASING) SDN BHD
7
Exempt AN for Morgan Stanley & Co. Incorporated
Amanah Saham Wawasan 2020
8
Exempt AN for JP Morgan Chase Bank, National Association (U.A.E)
9
HSBC - FS for Value Partners "A" Fund
10
CITIGROUP NOMINEES (TEMPATAN) SDN BHD
CB LDN for First State Asia Pacific Fund
11
MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD
Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)
12
KUALA LUMPUR CITI NOMINEES (TEMPATAN) SDN BHD
Chua Ma Yu
13
MAYBAN NOMINEES (TEMPATAN) SDN BHD
MaybanTrustees Berhad for Public Ittikal Fund (N14011970240)
14
CITIGROUP NOMINEES (ASING) SDN BHD
CBNY for DFA Emerging Markets Fund
15
CITIGROUP NOMINEES (TEMPATAN) SDN BHD
Ing Insurance Berhad (Inv-IL Par)
16
MAYBAN NOMINEES (ASING) SDN BHD
The Straits Trading Company Limited (N14011200404)
17
HSBC NOMINEES (TEMPATAN) SDN BHD
Nomura Asset Mgmt Sg for Employee Provident Fund
18
HSBC - FS for First State Asian Equity Plus Fund
19
CITICGROUP NOMINEES (ASING) SDN BHD
Royal Bank of Scotland as Depositary for First State Global Emerging Market Fund
20
Amanah Saham Didik
21
BNY Brussels for the State Teacher Retirement System of Ohio (Stewart Ivory)
22
HSBC - FS for Value Partners High - Dividend Stocks Fund
23
Exempt AN for Morgan Stanley & Co. International Limited
24
25
26
LEMBAGA TABUNG HAJI
MALAYSIAN REINSURANCE BERHAD
MENTERI KEWANGAN MALAYSIA
Section 29 (SICDA)
27
CITICGROUP NOMINEES (ASING) SDN BHD
CBHK for Colonial First State Wholesale Global Emerging Markets Fund
28
BNY Brussels for Queensland Investment Corporation
29
30
PERTUBUHAN KESELAMATAN SOSIAL
MAYBAN NOMINEES (ASING) SDN BHD
Malayan Securities Private Limited (N14011200396)
TOTAL
2006 annual report
Golden Hope
201
FINANCIAL
OUR CORPORATION
STATEMENTS
GROUP CORPORATE
DIRECTORY
Chairman and the Board
Chairman
Director
Tan Sri Dato’ Seri (Dr.) Ahmad Sarji
Abdul Hamid
Dato’ Dr. Abdul Halim Ismail
c/o Permodalan Nasional Berhad
4th Floor, Balai PNB
No 201-A, Jalan Tun Razak
50400 Kuala Lumpur
Tel : 03-2161 0588
Fax : 03-2161 4227
c/o BIMB Securities Sdn. Bhd.
1st & 2nd Floor, Podium Block
Bangunan AMBD
No 1, Jalan Lumut
50400 Kuala Lumpur
Tel : 03-4043 3533
Fax : 03-4041 2622
Director/Group Chief Executive
Director
Dato’ Sabri Ahmad
Dr. Ng Chong Kin
13th Floor, Menara PNB
50400 Kuala Lumpur
Tel : 03-2160 6275
Fax : 03-2162 4057
c/o Golden Hope Plantations Berhad
50400 Kuala Lumpur
Tel : 03-2160 6275
Fax : 03-2162 4057
Director
Director
Mohammad Abdullah
Dato’ Henry Sackville Barlow
c/o Labuan Reinsurance (L) Ltd.
8th Floor, Bangunan MalaysianRe
No 17, Lorong Dungun
Damansara Heights
50490 Kuala Lumpur
Tel : 03-2092 4888
Fax : 03-2093 1166
c/o Golden Hope Plantations Berhad
50400 Kuala Lumpur
Tel : 03-2160 6275
Fax : 03-2162 4057
Director
Tan Sri Dato’ Lamin Mohd Yunus
Director
Datuk Maznah Abdul Hamid
c/o Securiforce Group of Companies
No 55, Komplek Udarama
Jalan 2/64A, Off Jalan Ipoh
50350 Kuala Lumpur
Tel : 03-4042 0266
Fax : 03-4041 1158
202
Golden Hope
2006 annual report
c/o MYCOM Berhad
Level 23, Menara Olympia
No 8, Jalan Raja Chulan
50200 Kuala Lumpur
Tel : 03-2072 3993
Fax : 03-2072 3996
Golden Hope
Plantations Berhad
9th-16th, 19th and 20th Floor
Menara PNB
50400 Kuala Lumpur
Tel
: 03-2161 5532/2164 2949
Fax
: 03-2161 8221
Telex : MA 30844/5
Web : http://www.goldenhope.com
Group Chief
Executive’s Office
Group Chief Executive
Dato’ Sabri Ahmad
Tel
: 03-2160 6275
Fax
: 03-2162 4057
E-mail : [email protected]
Director, Special Functions
Kasmuri Sukardi
Tel
: 03-3326 6863
Fax
: 03-3326 6861
Group Support Services
Group Legal & Corporate Affairs
Director, Group Legal &
Corporate Affairs
Norlin Abdul Samad
Tel
: 03-2160 6224
Fax
: 03-2161 5532
Finance & Accounts
Director, Finance
Razidan Ghazalli
Tel
: 03-2160 6155
Fax
: 03-2164 9801/2163 4748
Internal Audit
Director, Internal Audit
Raja Anuar Raja Abu Hassan
Tel
: 03-2160 6192
Fax
: 03-2162 0861
GROUP CORPORATE DIRECTORY
Human Resources
General Manager, Human Resources
Zulkifli Zainal Abidin
Tel
: 03-2160 6178
Fax
: 03-2162 2891
Corporate Strategy & Business
Development
General Manager, Corporate Strategy
& Business Development
Haris Fadzilah Hassan
Tel
: 03-2160 6272
Fax
: 03-2161 7787
Information & Communication
Technology
Estates Operations – Southern,
Peninsular Malaysia
Regional Office, Golden Hope
Plantations (Overseas)
Director, Finance
Razidan Ghazalli
Tel
: 03-2160 6155
Fax
: 03-2163 2676
General Manager,
Estates Operations – Southern
Adahudinsa bin Munei
Tel
: 06-694 2491
Fax
: 06-694 2496
Head,
Fairuz Ismail
Perkhidmatan Komputer
Perladangan Sdn. Bhd.
Director
Mohd Zaki Che A. Kadir
Tel
: 03-3326 6714
Fax
: 03-2163 2676
Security
Golden Hope Academy
Head, Security
Zakaria Merican Ishak Merican
Tel
: 03-3326 6813
Fax
: 03-3326 6811
Head, Golden Hope Academy
Mohamed Zin Jantan
42960 Carey Island, Selangor
Tel
: 03-3326 6222
Fax
: 03-3326 6200
Consultancy & Services
Plantations Advisory
Director, Plantations Advisory
Capt. (R) Ab. Rahman Abu Samah
Tel
: 03-3103 0190
Fax
: 03-3103 0172
Golden Hope Research Sdn. Bhd.
Executive Director
Khairudin Hashim
PO Box No 207
42700 Banting, Selangor
Tel
: 03-3120 2311
Fax
: 03-3120 1197
Golden Hope Agrotech Consultancy
Sdn. Bhd.
General Manager
Mat Lani Rosdi
Tel
: 03-3120 2311
Fax
: 03-3120 1197
Plantations
Peninsular Malaysia
Director, Plantations –
Peninsular Malaysia
Mohd Zaki Che A. Kadir
Tel
: 03-3326 6714
Fax
: 03-3326 6711
Sabah/Sarawak
Director, Plantations – Sabah/Sarawak
Mohd Ramlan Ramle
Tel
: 086-325 850
Fax
: 086-325 851
Engineering Services
Director, Engineering Services
Dr. Anhar Suki
Tel
: 03-3326 6766
Fax
: 03-3326 6761
Strategic Development Unit
Senior Controller,
Strategic Development
Mohamad bin Samat
Tel
: 03-3326 6716
Fax
: 03-3326 6711
Estates Operations – Central,
Peninsular Malaysia
General Manager,
Estates Operations – Central
Abdul Mutalib bin Hj. Nih
Tel
: 03-3371 8733
Fax
: 03-3103 8471
Mill Operations – Sabah/Sarawak
General Manager,
Mill Operations – Sabah/Sarawak
Mat Nor Abdullah
Tel
: 086-332 659
Fax
: 086-332 695
Mill Operations – Southern Region
General Manager,
Mill Operations – Southern
Fakhrudin bin Mohamed Yusof
Tel
: 03-3326 6686
Fax
: 03-3326 6701
Plantations (Sarawak)
General Manager
Hasib Ahmad
PO Box No 1288
97008 Bintulu, Sarawak
Tel
: 086-332 746
Fax
: 086-332 695
Plantations (Sabah)
General Manager
Abd Rasid bin Ahmad
Bombalai, Km. 18, Jalan Merotai
PO Box No 135
91007 Tawau, Sabah
Tel
: 089-920225
Fax
: 089-750 222
PT. Sandika Nata Palma
PT. Budidaya Agro Lestari
PT. Mitra Austral Sejahtera
Kompleks Palapa
Jalan Untong Suropati
No. 2, Pontianak 78121
Kalimantan Barat, Indonesia
Tel
: 62-561-748796
62-561-748898
Fax
: 62-561-741310
PT. Mitra Austral Sejahtera –
(Regional Office)
Manager
Noor Azmi Mohamed
Jalan Akcaya III Gg
Margodadi No 33
Pontianak, Kalimantan Barat
Indonesia
Tel
: 0561 733911
Fax
: 0561 745079
Human Resources &
Administration
Deputy General Manager,
Human Resources & Administration
Muhammad Khairi Abu Bakar
Tel
: 03-3326 6643
Fax
: 03-3326 6641
TQEM
Deputy General Manager, TQEM
Abdul Haris Mohd Hilmi
Tel
: 03-3326 6607
Fax
: 03-3326 6601
Golden Hope Latex Sdn. Bhd.
Manager
Zainan Abdullah
Batu Anam, PO Box No 101
85100 Batu Anam, Johor
Tel
: 07-949 9254
Fax
: 07-949 9255
2006 annual report
Golden Hope
203
OUR CORPORATION
Golden Hope Food & Beverages
Sdn. Bhd.
Deputy General Manager
Mohd Roslan Zulkifly
c/o Sungei Wangi Estate
32000 Sitiawan, Perak
Tel
: 05-693 1911
Fax
: 05-693 1910
Estates
Peninsular Malaysia
Bagan Datoh/Melentang
Senior Manager
Azmi Jaafar
36100 Bagan Datoh, Perak
Tel
: 05-646 6244
Fax
: 05-646 6744
Bikam
Manager
Maheshwaran s/o Suppiah
35600 Sungkai, Perak
Tel
: 05-438 8261
Fax
: 05-438 7539
Bradwall/Linsum
Manager
Abdul Malik Yasin
71100 Siliau, Negeri Sembilan
Tel
: 06-694 1388
Fax
: 06-694 2429
Bukit Benut/Benut
Manager
Sivabalan s/o Subbiah
PO Box No 513, 86009 Kluang, Johor
Tel
: 07-772 2040
Fax
: 07-776 7040
Bukit Pilah/Kelpin
Manager
Balachandrun s/o Madhavan
73500 Rompin, Negeri Sembilan
Tel
: 06-457 6214
Fax
: 06-457 7018
204
Golden Hope
Bukit Puteri
Flemington
Kinta Kellas
Manager
Arumugam s/o Vyapuri Pillay
PO Box No 31, Sungei Koyan
27650 Raub, Pahang
Tel
: 09-340 1933
Fax
: 09-340 1933
Manager
Chang Poh Meng
36309 Sungei Sumun PO
Teluk Intan, Perak
Tel
: 05-641 1266
Fax
: 05-641 1207
Manager
Shamsir Abdul Rashid
PO Box No 7
31007 Batu Gajah, Perak
Tel
: 05-366 3234
Fax
: 05-366 3234
Chersonese/Jin Seng
Holyrood
Kuala Ketil/Victoria
Manager
Gooi Thean Soo
34350 Kuala Kurau, Perak
Tel
: 05-727 7024
Fax
: 05-727 7554
Acting Manager
Nagan s/o Patehagan
34100 Selama, Perak
Tel
: 05-839 4031
Fax
: 05-839 5027
Manager
Manokaram Subramaniam
09300 Kuala Ketil, Kedah
Tel
: 04-416 3237
Fax
: 04-416 2372
E-mail :
[email protected]
Cluny
Jentar
Acting Manager
Mohd Safirus Hailani
35800 Slim River, Perak
Tel
: 05-452 8422
Fax
: 05-452 6185
Manager
Ho For Nam
Kerdau PO
28010 Temerloh, Pahang
Tel
: 09-276 1891
Fax
: 09-276 1891
Diamond Jubilee
Manager
Gobi s/o Ramasamy
77009 Jasin, Melaka
Tel
: 06-529 1202
Fax
: 06-529 2864
Dusun Durian/Sungei Sedu
Senior Manager
Muhammad Tamrin Zainal Abidin
42700 Banting, Selangor
Tel
: 03-3198 1062
Fax
: 03-3198 2708
East
Senior Manager
Gunasekaran s/o Uthiradam
Tel
: 03-3103 0813
Fax
: 03-3371 7266
Elphil
Manager
Shuhaimi Dollah
31100 Sungei Siput, Perak
Tel
: 05-591 1829
Fax
: 05-591 2263
2006 annual report
Kuala Selangor
Manager
Adenan Hijoo
PO Box No 2
45700 Bukit Rotan, Selangor
Tel
: 03-3289 1564
Fax
: 03-3289 1564
Jentayu
Manager
Rosmadi Mohd Daud
Batu 8, Jalan Jeniang
08300 Gurun, Kedah
Tel
: 04-464 4294/419251
Fax
: 04-464 4294
Lanadron (Nordanal)
Manager
Abdul Rani Sauari
PO Box No 101, 84500 Panchor,
Johor
Tel
: 06-972 7380
Fax
: 06-972 7382
Kelan
Manager
Mohd Saidi Abd Majid
PO Box No 103, 81000 Kulai, Johor
Tel
: 07-663 1505
Fax
: 07-663 1505
Mentakab/Lanchang/Edensor
Manager
Musa Salami
28409 Mentakab, Pahang
Tel
: 09-280 3235
Fax
: 09-277 1028
Kerdau
Manager
KPSN Devadas
Kerdau PO
28010 Temerloh, Pahang
Tel
: 09-276 1681
Fax
: 09-276 1681
Kok Foh
Manager
Amirudin Abdul Rahman
72109 Bahau, Negeri Sembilan
Tel
: 06-457 6068
Fax
: 06-457 6229
Muar River
Acting Manager
Densy Nazrullizwan Mohamed
PO Box No 503
85009 Segamat, Johor
Tel
: 07-944 1203
Fax
: 07-944 3848
North Labis
Somme
Sungei Wangi
Manager
Edward Robin @ Edzwan Shah Abdullah
PO Box No 501, 85300 Labis, Johor
Tel
: 07-925 1334
Fax
: 07-925 4922
Manager
Amran Abd Wahid
09800 Serdang, Kedah
Tel
: 04-407 7348
Fax
: 04-407 7348
Manager
Md Azman Md Ismail
32000 Sitiawan, Perak
Tel
: 05-691 1206
Fax
: 05-691 1206
Pertang
Sungei Bahru
Tangkah
Acting Manager
Mohd Rapit Suman
Simpang Pertang PO
72309 Kuala Pilah
Negeri Sembilan
Tel
: 06-492 9233
Fax
: 06-492 0487
Manager
KV Joney
78300 Masjid Tanah, Melaka
Tel
: 06-384 1301
Fax
: 06-384 1301
Manager
Saifullizan Kamaruddin
PO Box No 503, 84900 Tangkak,
Johor
Tel
: 06-977 2231/2
Fax
: 06-977 2232
St. Helier/Juasseh
Manager
Daniel s/o Subramaniam
72009 Kuala Pilah, Negeri Sembilan
Tel
: 06-498 1591
Fax
: 06-498 4434
Selaba
Manager
Sethupathy s/o Ponniah
PO Box No 51
36007 Teluk Intan, Perak
Tel
: 05-622 1699
Fax
: 05-623 1332
Semenyih
Manager
Harchan Sengh s/o Darshan Sengh
PO Box No 201
43500 Semenyih, Selangor
Tel
: 03-8723 8228
Fax
: 03-8723 8228
Sepang
Manager
Azini Omar
43900 Sepang, Selangor
Tel
: 03-3142 1388
Fax
: 03-3142 1854
Sogomana
Manager
Khalid Noordin
32500 Changkat Kruing, Perak
Tel
: 05-675 1823
Fax
: 05-675 2090
Sungei Krian
Manager
Azam Abdullah
34300 Bagan Serai, Perak
Tel
: 05-721 4730
Fax
: 05-721 4730
Sungei Mai
Manager
Isa Tumin
27000 Jerantut, Pahang
Tel
: 09-286 1988
Fax
: 09-301 1721
Sungei Sabaling
Manager
Sahudin Sapiin
Tel
: 06-461 1690
Fax
: 06-461 1690
Welch
Manager
Suhaimi Abu Bakar
PO Box No 102
85200 Jementah, Johor
Tel
: 07-947 1131
Fax
: 07-947 4053
Senior Manager
Mohd Yusof Jamil
Tel
: 03-3371 8611/3181 3659
Fax
: 03-3371 8728
[email protected]
Senior Manager
Mohd Salmee Mohd Saad
PO Box No 130, 91207 Kunak, Sabah
Tel
: 089-821 197
Fax
: 06-694 2429
Giram/Sipit
Manager
Abd Aziz Jamaluddin
Tel
: 089-826 290
Fax
: 089-826 291
Imam
Manager
Abdul Jamil Kadri
PO Box No 135, 91007 Tawau, Sabah
Tel
: 089-750 526
Fax
: 089-750 446
Melalap
Manager
Nazri Ab. Aziz
PO Box No 205, 89908 Tenom, Sabah
Tel
: 087-735 571
Fax
: 087-736 360
Merotai
Agency Estates
Kajang
Manager
Shanmugam Supramaniam
36500 Ulu Bernam, Perak
Tel
: 05-636 6223
Fax
: 05-636 6762
Sungei Senarut
Mengkebang
Manager
Abu Bakar Ishak
85100 Batu Anam, PO Segamat,
Johor
Tel
: 07-949 9219
Fax
: 07-949 7858
Binuang
West
Manager
Harchan Sengh s/o Darshan Sengh
c/o Semenyih Estate
PO Box 201
43500 Semenyih, Selangor
Tel
: 03-8723 8228
Fax
: 03-8723 8228
Sungei Samak
Estates Sabah
Manager
Asri Abd. Ani
18000 Kuala Krai, Kelantan
Tel
: 09-966 6242
Fax
: 09-966 5242
Manager
Nuruzzaman Munir
Tel
: 089-902 801
Fax
: 089-902 843
Mostyn
Senior Manager
Mohd Affandi Mohd Yusof
Tel
: 089-851 244/204
Fax
: 089-851 081
Sapong
Manager
Alberto Domingo
PO Box No 70, 89907 Tenom, Sabah
Tel
: 087-735 605
Fax
: 087-736 091
2006 annual report
Golden Hope
205
OUR CORPORATION
Sungang
Chartquest
Paroh
Samudera
Manager
Mohd. Zain Zakaria
W.D.T. 46, 91209 Kunak, Sabah
Tel
: 089-826 260
Fax
: 089-826 261
Manager
Gunasegaran s/o Manickam
PO Box No 1724
Tel
: 086-326 300
Fax
: 086-326 296
Manager
Syed Abdul Aziz Syed Abdullah
PO Box No 1894
Tel
: 086-326 160
Fax
: 086-327 535
Manager
Zulkifri Daud
PO Box No 2330
Tel
: 086-325 246
Fax
: 086-325 635
Damai
Pekaka
Semarak
Manager
Suriya Othman
PO Box No 2040
Tel
: 079-885 2043
Fax
: 079-812 8547
Manager
Wan Mohd Azlan Wan Ngah
PO Box No 1048
Tel
: 085-326 395
Fax
: 011-205 211
Manager
Mohd Yatim Adanon
PO Box No 2070
Tel
: 086-325 862
Fax
: 086-325 864
Derawan
Rajawali
Takau
Manager
Francis Mering Wan
PO Box No 823
Tel
: 086-325 957
Fax
: 086-325 473
E-mail :
[email protected]
Manager
Tey Kok Lay
PO Box No 673
Tel
: 086-325 870
Fax
: 086-325 054
Manager
Abdullah Saminan
PO Box No 823
Tel
: 086-325 035
Fax
: 086-326 942
Table
Manager
Mohd Idzaruddin Hassan
Tel
: 089-750 524
Fax
: 089-750 524
Tiger
Manager
Haslan Abdul Kadir
Tel
: 089-902 289
Fax
: 089-902 298
Tingkayu
Manager
Chandran Govindasamy
Tel
: 089-826 251
Fax
: 089-826 252
Estates Sarawak
Bayu
Manager
Vincent Baginda a/k Ambi
PO Box No 2596
Tel
: 086-325 711
Fax
: 086-325 009
E-mail : vincent.baginda@
goldenhope.com
Manager
Unting AK Randi
PO Box No 2054
Tel
: 086-325 359
Fax
: 086-325 060
Manager
Dalinte B.J. Self
PO Box No 1288
Tel
: 086-332 746
Fax
: 086-332 695
Ruai
Kelida
Manager
Chellappan s/o Ramachellappan
PO Box No 1288
97008, Bintulu, Sarawak
Tel
: 086-332 746
Fax
: 086-332 695
Manager
Arifin Hashim
PO Box No 1847
Tel
: 086-326 167
Fax
: 086-326 176
Sahua
Belian
Manager
Bedu Kudusa
PO Box 1288, 97008 Bintulu,
Sarawak
Tel
: 086-332 746
Fax
: 086-332 695
206
Rasan
Dulang
Golden Hope
Lavang
Manager
Lee Ang Kiat
PO Box No 1288
Tel
: 086-332 746
Fax
: 086-332 695
2006 annual report
Manager
Kandiah s/o Karupan
PO Box No 1103
Tel
: 086-325 709
Fax
: 086-325 792
Estates Kalimantan
PT. Sandika Nata Palma Awatan
Acting Manager
Wan Nor Azmi Mat Esa
Jl. KH. Mas Mansur, No 93, Ketapang
Marau Plantations Development
Tel
: 0062-5425 94296
Fax
:
PT. Sandika Nata Palma Lembiru
Senior Manager
Ainudin Mohd Bahari
Tel
: 0062-5343 4906
Fax
: 0062-5343 4906
PT. Budidaya Agro Lestari Pelanjau
Manager
Salrani Ariffin
Tel
: 0062-5343 4906
Fax
: 0062-5343 4906
PT. Mas 1
Flemington
Sungei Samak
Mostyn
Manager
Renganadan s/o Subramaniam
Jl. Jeneral Sudirman
No 25, Km. 7, PO Box No 106
Sanggau, Kalimantan Barat, Indonesia
Tel
: 0062 542594248
Fax
: 0062 5425944246
Manager
Wan Syahril Izan Wan Sobri
36309 Sungei Sumun, Teluk Intan,
Perak
Tel
: 05-648 9198
Fax
: 05-648 9153
Senior Assistant Engineer
Cheok Sing Chia
36500 Ulu Bernam, Perak
Tel
: 05-636 6233
Fax
: 05-636 6108
Manager
Ariffin Salleh
PO Box No 33
91207 Kunak, Sabah
Tel
: 089-851 204
Fax
: 089-851 576
West
Kerdau
PT. Mas 2
Manager
Noor Azmi Mohamad
Jalan Pahlawan No 7
Pontianak, Kalimantan
Barat Indonesia
Tel
: 006 813 45178749
Fax
: 006 54259424
Oil Mills
Peninsular Malaysia
Bukit Benut
Acting Senior Assistant
Engineer-In-Charge
Azman Talkah
PO Box No 513, 86009 Kluang, Johor
Tel
: 07-772 3479
Fax
: 07-776 6479
Chersonese
Manager
Mohd Ikhsan Yaacob
34350 Kuala Kurau, Perak
Tel
: 05-890 4729
Fax
: 05-727 6762
Diamond Jubilee
Manager
Mazlan Abdullah
77009 Jasin, Melaka
Tel
: 06-529 1302
Fax
: 06-529 2019
East
Manager
Mohd Azahar Saat
Tel
: 03-3185 1017
Fax
: 03-3180 4812
Acting Manager
Azlan Md. Kembali
Kerdau PO 28010 Temerloh, Pahang
Tel
: 09-276 2652
Fax
: 09-276 1851
Kok Foh
Engineer-In-Charge
Bakhtiar Effendy Kamaludin
Tel
: 06-457 6542
Fax
: 06-457 6569
Nordanal
Senior Assistant Engineer-In-Charge
Abdul Halim Shakor
PO Box No 101, 84500 Panchor,
Johor
Tel
: 06-972 7380
Fax
: 06-972 7490
E-mail :
[email protected]
Selaba
Acting Manager
Abdul Ghafar Sulaiman
Lot No 7376
KMT. Jalan Changkat Jong
36000 Teluk Intan, Perak
Tel
: 05-623 1942/1
Fax
: 05-623 1943
Sepang
Engineer-In-Charge
Mohd Shafril Baharudin
43900 Sepang, Selangor
Tel
: 03-3142 1229
Fax
: 03-3142 1229
Senior Manager
Mohammad Japri Giman
Tel
: 03-3181 3677
Fax
: 03-3371 7687
Sarawak
Derawan
Manager
Abdul Karim Morshidi
PO Box No 2324
Tel
: 086-325 640
Fax
: 086-325 098
Sabah
Binuang
Manager
Shahrin Sahuri
Tel
: 089-886 189
Fax
: 089-886 188
Giram
Manager
Gopikandan s/o Narayanasamy
Tel
: 089-826 009
Fax
: 089-826 010
Melalap
Engineer-in-Charge
Mohd Asid Mamat
PO Box No 205
89908 Tenom, Sabah
Tel
: 087-302 146
Fax
: 087-302 146
Merotai
Manager
Hasnur Hisyam Hassan
PO Box No 135
91007 Tawau, Sabah
Tel
: 089-920 326
Fax
: 089-750 882
Lavang
Manager
Lokman Saud
PO Box No 1288
Tel
: 086-310 505
Fax
: 086-332 589
Pekaka
Manager
Abdul Razak Yusak
PO Box No 1641
Tel
: 086-325 726
Fax
: 086-325 619
Rajawali
Manager
Kamil Hamzah Ismail
PO Box No 2324
Tel
: 086-327 551
Fax
: 086-325 849
2006 annual report
Golden Hope
207
OUR CORPORATION
Golden Jomalina Food Industries
Sdn. Bhd.
Kalimantan
PT. Sandika Nata Palma
Lembiru
Manager
Abdul Malek Abdul Hamid
Jl. KH. Man Mansur, No 93, Ketapang
Tel
: 0062-5343 1544
Fax
: 0062E-mail : [email protected]
General Manager
Muhammad Mohan Kittu Abdullah
Teluk Panglima Garang Industrial
Estate
Batu 9, Jalan Banting-Klang
42500 Kuala Langat, Selangor
Tel
: 03-3122 6301
Fax
: 03-3122 6688/9539
Golden Hope Bioganic Sdn. Bhd.
Impian Golf & Country Club
General Manager
Chia Chok Sia
c/o: Golden Jomalina Food
Industries Sdn Bhd
Estate
42500 Kuala Lumpur, Selangor
Tel
: 03-3122 6301
Fax
: 03-3312 6688/9539
Manager, Resort & Leisure
Shahril Jeffry Zaini
Impian Golf & Country Club
Saujana Impian, 43000 Kajang,
Selangor
Tel
: 03-8734 4195
Fax
: 03-8734 8133
Austral Edible Oils Sdn. Bhd.
PT. Mas Mill
Engineer-in-Charge
Hasri Hasfa
Jl. Jenderal Sudirma
No 25, Km. 7
PO Box No 106
Sanggau, Kalimantan Barat Indonesia
Tel
: 0062-5425 94248
Fax
: 0062-5425 94249
Oils & Fats Division
Senior Director, Oils & Fats
Dr. Mohd Tusirin Mohd Nor
Tel
: 03-2160 6130
Fax
: 03-2164 9801
Director, Marketing
Hishanudin Mohd Hashim
Tel
: 03-3122 6301
Fax
: 03-3122 9767
Commodity Sales & Marketing
Deputy General Manager, Commodity
Sales & Marketing
Azmir Yahya
Tel
: 03-2160 6241
Fax
: 03-2161 3290
Golden Hope
Golden Hope-Nhabe Edible
Oils Co. Ltd., Vietnam
Unimills B.V., Netherlands
Other Businesses
Managing Director
Jan Van Driel
Lindtsedijk 8, 3336 Le Zwijndrecht
The Netherlands
Tel
: 31 78 610 9202
Fax
: 31 78 619 2422
Hudson & Knight (Pty.) Ltd.
Marketing
208
Chief Operating Officer
Loke Keng Wan
Lot 640, Blok 20
Kawasan Perindustrian Kidurong
PO Box 1542
Tel
: 086-255 200
Fax
: 086-255 507
E-mail :
[email protected]
General Manager
Jonathan Pennefather
511 Commissioner Street
Boksburg 1460
Tel
: 2711 898 5300
Fax
: 2711 898 5438
Postal address:
Hudson & Knight (Pty) Ltd
P. O. Box 1053
Boksburg 1460
Cognis Oleochemicals (M) Sdn. Bhd.
Managing Director
Raymond Yap
Estate
42500 Kuala Langat, Selangor
Tel
: 03-3122 6015
Fax
: 03-3122 6955
2006 annual report
General Director
Tran Cong Danh
Phu My, Nha Be District
Ho Chi Minh City, Vietnam
Tel
: 00 848 879 3005
Fax
: 00 848 879 3005
Land & Facility Management
Director, Group Legal &
Corporate Affairs
Norlin Abdul Samad
50400 Kuala Lumpur
Tel
: 03-2161 9022
Fax
: 03-2164 1569
Negara Properties (M) Sdn. Bhd.
Chief Executive Officer
Wan Hashimi Albakri Wan Ahmad Joffri
No 1, Lorong Perak
Pusat Bandar Melawati
53100 Kuala Lumpur
Tel
: 03-4108 7777
Fax
: 03-4107 5163
E-mail :
[email protected]
Golden Hope Builders Sdn. Bhd.
General Manager
Abd. Rahman Md. Nor
50400 Kuala Lumpur
Tel
: 03-2160 6382
Fax
: 03-2162 4789
Kapar Coconut Industries Sdn. Bhd.
Acting General Manager
Abdul Aziz Abdul Rahman
Lot 4813, Batu 15.5, Jalan Kapar
42000 Kapar, Selangor
Tel
: 03-3250 8052/7062
Fax
: 03-3250 6564
General Manager
Danny Tan Chwee Cheng
1414, Mukim 1
Prai Free Industrial Zone
13600 Prai, Pulau Pinang
Tel
: 04-390 7550
Fax
: 04-390 8570
Paul Tiefenbacher GmbH, Germany
Managing Director
Mohamad Diah Hassan
Schwanenwik 24, Postfach 76 11 05
22061 Hamburg, Germany
Tel
: 49 40 227 0160
Fax
: 49 40 229 5191
OUR CORPORATION
SHARE PRICE AND VOLUME
TRADED
AVERAGE CLOSING SHARE PRICE TRADED
(RM)
5.00
4.50
4.00
4.11
4.29
4.20
4.20
4.09
4.01
4.42
3.50
3.71
lowest
Jul
05
4.12
4.12
3.81
3.98
highest
Aug
05
3.00
Sep
05
Oct
05
Nov
05
Dec
05
Jan
06
Feb
06
Mar
06
Apr
06
May
06
Jun
06
HIGHEST & LOWEST SHARE PRICE TRADED
(RM)
lowest
4.42
4.50
4.00
3.90
4.20
4.52
4.58
4.18
4.24
4.14
4.32
4.16
4.20
3.98
3.94
3.66
4.12
4.32
4.20
3.56
3.90
3.94
4.00
4.10
4.10
5.00
highest
3.50
3.00
3.36
highest
lowest
Jul
05
Aug
05
Sep
05
Oct
05
Nov
05
Dec
05
Jan
06
Feb
06
Mar
06
Apr
06
May
06
Jun
06
VOLUME TRADED
(RM'000)
highest
285,209
300,000
lowest
Jul
05
Aug
05
Sep
05
Oct
05
61,661
Nov
05
Dec
05
Jan
06
231,399
185,866
140,308
149,487
73,083
126,259
206,279
92,424
89,205
87,553
250,000
200,000
150,000
100,000
50,000
0
Feb
06
Mar
06
Apr
06
May
06
Jun
06
2006 annual report
Golden Hope
209
This page is intentionally left blank.
Proxy Form
Number of shares held
I/We
(PLEASE USE CAPITAL LETTERS)
of
(FULL ADDRESS)
being *a member / members of GOLDEN HOPE PLANTATIONS BERHAD, do hereby appoint the *Chairman of the Meeting,
OR
(FULL NAME IN CAPITAL LETTERS)
of
(FULL ADDRESS)
OR failing him/her
(FULL NAME IN CAPITAL LETTERS)
of
(FULL ADDRESS)
as *my/our proxy to attend and vote for *me/us and on *my/our behalf at the Thirtieth (30th) Annual General Meeting of the Company to be held on Wednesday,
October 18, 2006 at 3.30 p.m. at Grand Nirwana Ballroom, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur,
Malaysia or at any adjournment thereof.
Please indicate with an " x " in the column provided below how you wish your votes to be casted. If no specific direction as to voting is given, the Proxy will
vote or abstain at his discretion.
Ordinary Resolutions
1
2
3
4
5
6
7
8
9
10
Against
For
Against
To receive and adopt the Audited Financial Statements, for the financial year ended
June 30, 2005 together with Reports of the Directors and Auditors thereon.
To declare a final dividend for the financial year ended June 30, 2006.
To approve an increase in the Directors’ fees for the financial year ended June 30, 2006.
To re-elect Datuk Maznah binti Abdul Hamid who is required to retire from office pursuant
to Article 94 of the Company’s Articles of Association as Director of the Company.
To re-elect Dato' Henry Sackville Barlow who is required to retire from office pursuant
to Article 94 of the Company’s Articles of Association as Director of the Company.
To re-appoint Tan Sri Dato' Lamin Mohd Yunus who is required to retire from office pursuant to
Section 129(6) of the Companies Act 1965, as Director of the Company to hold office until
the conclusion of the next Annual General Meeting.
To re-appoint Messrs Ernst & Young as the Company's auditors and to authorise the
Directors to fix their remuneration.
To transact any other ordinary business of the Company of which due notice has been received.
Authority for the renewal of the shareholders' mandate for twenty (20) existing recurrent related party
transactions of a revenue or tranding nature with related parties.
Authority for the Company and/or its Subsidiary Companies to enter into new additional recurrent related
party transactions of a revenue or tranding nature with related parties.
Special Resolution
11
For
Proposed amendments to the Articles of Association of the Company and adoption of new Articles
of Association of the Company.
* Strike out whichever is not applicable.
Dated this
day of
2006.
Signature
Notes:
1. A member of the Company who is entitled to attend
and vote at the Meeting is entitled to appoint one or
more proxies, but not exceeding two, to attend and
vote in his stead. Where a member appoints two
proxies, the appointment shall be invalid unless he
specifies the proportion of his holdings to be
represented by each proxy. A proxy need not be a
member of the Company but must attend the
Meeting in person to vote. The instrument appointing
a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorised in writing
or if such appointor is a corporation under its
common seal or under the hand of an officer of the
corporation duly authorised in that behalf.
2. All forms of proxy should be deposited at the
Company's registered office, 13th Floor, Menara
PNB, No 201-A Jalan Tun Razak, 50400 Kuala
Lumpur, not less than 48 hours before the time for
holding the Meeting or at any adjournment thereof.
Explanatory Notes on Ordinary Resolution 3
To approve and increase in the Directors' fees for
the financial year ended June 30, 2006.
It is proposed that the fees for each of the NonExecutive Directors of the Company be increased
from RM46,000 per annum to RM60,000 per
annum whilst fees for the Non-Executive Chairman
is proposed to be increased from RM69,000 per
annum to RM100,000 per annum. The Directors'
fees have not been increased since 2003.
The proposed increase in the Directors' fees for
Non-Executive Directors is to reflect the increase
in their responsibilities. The proposed increase,
if approved by shareholders, shall be for the year
ended June 30, 2006 and each year thereafter,
until otherwise determined by the Company in
General Meeting.
Explanatory Notes on Special Business
Ordinary Resolutions 9 and 10
Proposed Shareholders' Mandate for Recurrent
Related Party Transactions
The proposed Ordinary Resolutions 9 and 10,
if passed, will enable the Company and its
subsidiaries to enter into recurrent transactions
involving the interests of related party transactions
of revenue or trading nature which are necessary
for its day to day operation. The recurrent related
party transactions are in the ordinary course
of business and which are on terms not more
favourable to the related party than those generally
available to the public. This authority unless
revoked or varied at a general meeting will expire at
the next AGM of the Company. Please refer to the
Circular to Shareholders dated September 26, 2006
with regard to Ordinary Resolutions 9 and 10.
Special Resolution 11
Proposed amendment of the Articles of Association
of the Company and the adoption of New Articles
of Association of the Company
The proposed Special Resolution 11, if passed,
will allow for the amendment and updating of
the existing Articles of Association to reflect the
current provisions of the Listing Requirements
of Bursa Malaysia Securities Berhad, to provide
participation in the meeting of the Board by means
of instantaneous telecommunication devices and to
provide clarity to the provisions of certain existing
Articles of Association.
fold here
POSTAGE
13TH FLOOR, MENARA PNB
NO. 201-A, JALAN TUN RAZAK
50400 KUALA LUMPUR, MALAYSIA
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