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V e n t u r i n g A h e a d

METACORP BERHAD (93570-P)

L A P O R A N T A H U N A N 2 0 0 6 A N N U A L R E P O R T

Corporate Profile

Metacorp Berhad (Metacorp) is an investment holding company with principal activities in property development and solid waste management. Metacorp was listed on the Second Board of Bursa Malaysia Securities Berhad on 18 December 1991 before transferring to the Main Board on 20 July 2001.

Metacorp Properties Sdn Bhd and Metacorp Development Sdn Bhd spearhead the Group’s property development activities comprising residential, commercial and industrial projects in the flagship 1,873-acre Taman Tasik Utama in Ayer Keroh, Malacca. Through associate Modal Ehsan Sdn Bhd, the Group is also involved in the 160-acre Taman Sutera mixed development in Kajang, Selangor Darul Ehsan, whilst Landview Towers Sdn Bhd is leading the charge into the niche high-end residential sector in the state’s Klang Valley. Wholly-owned subsidiary MTD Sadec Sdn Bhd has a joint-venture in Vietnam to develop the 45-storey SJC Tower commercial complex in Ho Chi Minh City.

In the energy arena, Seseni Energy Services Sdn Bhd, through its 51% subsidiary Pendinginan Megajana Sdn Bhd, provides district cooling and co-generation systems to generate and supply chilled water to commercial complexes in Cyberjaya.

The Group’s quarrying operations is carried out by Dimensi Timal Sdn Bhd.

Metacorp’s 50% subsidiary E-Idaman Sdn Bhd, through wholly-owned Environment Idaman Sdn Bhd (a pre-operating company), is involved in solid waste collection and management and related businesses.

Metacorp is a member of the MTD Group, one of Malaysia’s key infrastructure companies involved in privatised infrastructure development, construction and engineering, property development and other construction related activities.

Contents

2 Corporate Information

3 Corporate Structure

4 Board Of Directors’ Profile

6 Report Of The Audit Committee

10 Statement On Corporate Governance

17 Statement On Internal Control

19 Group 5-year Financial Highlights

20 Group Executive Chairman’s Statement/ Penyata Pengerusi Eksekutif Kumpulan

32 Analysis of Shareholdings

35 Financial Statements

107 List of Properties

108 Notice of Annual General Meeting

112 Statement Accompanying Notice of Annual General Meeting

Form of Proxy

Cover Rationale

Firmly secured on a strong foundation, Metacorp pro-actively leverages on its corporate strengths of vision, discernment, dynamism, determination, innovation and astuteness to seek new peaks to conquer and to transform into rewarding results. As a reputable, responsible and prudent company, Metacorp has set its sight on sustainable and healthy growth in its quest to become a leading conglomerate in the area it operates.

METACORP BERHAD2006 ANNUAL REPORT

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BOARD OF DIRECTORS

Dato’ Dr. Nik Hussain bin Abdul RahmanGroup Executive Chairman

Dato’ Azmil Khalili bin Dato’ KhalidGroup Managing Director

Dato’ Nik Hassan bin Abdul RahmanNon-Independent Executive Director

Dato’ Yu Wen ChiehSenior Independent Non-Executive Director

Dato’ Ir. A. Rashid bin OmarIndependent Non-Executive Director

Puan Adibah Khairiah binti Ismail @ DaudIndependent Non-Executive Director

AUDIT COMMITTEE

Dato’ Yu Wen Chieh (Chairman)

Dato’ Nik Hassan bin Abdul Rahman

Dato’ Ir. A. Rashid bin Omar

Puan Adibah Khairiah binti Ismail @ Daud

NOMINATION COMMITTEE

Dato’ Ir. A. Rashid bin Omar (Chairman)

Dato’ Yu Wen Chieh


REMUNERATION COMMITTEE

Dato’ Yu Wen Chieh (Chairman)

Dato’ Dr. Nik Hussain bin Abdul Rahman

Dato’ Ir. A. Rashid bin Omar


COMPANY SECRETARIES

Chan Bee Kuan

Tan Kon Ling

Corporate Information

REGISTERED OFFICE

No. 26, Jalan 2/6, Dataran Templer

Bandar Baru Selayang

68100 Batu Caves

Selangor Darul Ehsan

Tel : 03-6120 3322

Fax : 03-6120 3222

CORPORATE OFFICE


Bandar Baru Selayang

68100 Batu Caves

Selangor Darul Ehsan

Tel : 03-6120 1118

Fax : 03-6120 5558

Website : www.metacorp.com.my

SHARE REGISTRAR

Mega Corporate Services Sdn Bhd

Level 15-2, Faber Imperial Court

Jalan Sultan Ismail

50250 Kuala Lumpur

Tel : 03-2692 4271

Fax : 03-2732 5388

AUDITORS

Ernst & Young

Chartered Accountants

Level 23A, Menara Milenium

Jalan Damanlela

Pusat Bandar Damansara

50490 Kuala Lumpur

SOLICITORS

Lee Hishammuddin Allen & Gledhill

PRINCIPAL BANKERS

Bumiputra-Commerce Bank Berhad

Commerce International Merchant Bankers Berhad

STOCK EXCHANGE LISTING

Main Board, Bursa Malaysia Securities Berhad


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Corporate Structure

100%MTD Sadec Sdn Bhd (Formerly known as Taipanlink Sdn Bhd)

100%Metacorp Properties Sdn Bhd

100%Metacorp Development Sdn Bhd

100%Exclusive Skycity Sdn Bhd

100%Landview Tower Sdn Bhd

100%Puncak Gaya Sdn Bhd

PROPERTY DEVELOPMENT &INVESTMENT

40%Modal Ehsan Sdn Bhd

Services Sdn Bhd

70%Seseni Energy

100%Seseni EnergyServices (Johor) Sdn Bhd

51%PendinginanMegajana Sdn Bhd

100%Metacorp Australia Pty Ltd

50%SinomastMetacorp (Labuan) Ltd

50%Whitsundays Hermitage Pty Ltd

100%Metaurus Sdn Bhd

80%Dimensi Timal Sdn Bhd

100%Metacorp Equity Sdn Bhd

50%E-Idaman Sdn Bhd

100%Environment Idaman Sdn Bhd

29%ACP Industries Bhd*

ENERGY

OVERSEAS

OTHERS

SOLID WASTE MANAGEMENT

CONSTRUCTION& ENGINEERING

* Listed on Main Board, Bursa Malaysia Securities Berhad


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Board Of Directors’ Profile

DATO’ DR. NIK HUSSAIN BIN ABDUL RAHMANGroup Executive Chairman

A Malaysian, aged 70, Dato’ Dr. Nik Hussain was appointed an Executive Director of Metacorp Berhad on 1 February 2002 and redesignated as Group Executive Chairman on 28 February 2002. He is also a member of the Remuneration Committee.

Dato’ Dr. Nik Hussain holds a Bachelor in Dental Surgery from the University of Singapore. He served in the Malaysian civil service as Deputy Minister of Works and Deputy Minister of Telecommunications and Posts from 1976 to 1984 before venturing into business. Dato’ Dr. Nik Hussain is also the Group Executive Chairman of MTD Capital Bhd, Executive Chairman of MTD InfraPerdana Bhd and ACP Industries Bhd. He also sits on the board of several private limited companies.

Dato’ Dr. Nik Hussain is the father-in-law of Dato’ Azmil Khalili bin Dato’ Khalid, the Group Managing Director and brother of Dato’ Nik Hassan bin Abdul Rahman, an Executive Director. He is a major shareholder of the Company by virtue of his direct and indirect interests in the Company.

DATO’ AZMIL KHALILI BIN DATO’ KHALID Group Managing Director

A Malaysian, aged 46, Dato’ Azmil was appointed an Executive Director of Metacorp Berhad on 1 February 2002 and redesignated as Group Managing Director on 28 February 2002.

Dato’ Azmil holds a Bachelor in Civil Engineering and a Master in Business Administration. He had worked for Tarmac National Construction in the United Kingdom, Trust International Insurance and Citibank NA prior to joining MTD Capital Bhd in 1993 as General Manager, Corporate Planning. In 1996, he was appointed Group Managing Director. Dato’ Azmil is also the Group Managing Director of MTD Capital Bhd, MTD InfraPerdana Bhd and ACP Industries Berhad. He also sits on the board of several private limited companies.

Dato’ Azmil is the son-in-law of Dato’ Dr. Nik Hussain bin Abdul Rahman, the Group Executive Chairman.

DATO’ NIK HASSAN BIN ABDUL RAHMANNon-Independent Executive Director

A Malaysian, aged 78, Dato’ Nik Hassan was appointed an Executive Director of Metacorp Berhad on 27 June 2002. He is also a member of the Audit Committee.

Dato’ Nik Hassan has extensive experience in the public and private sectors. He served as Principal Private Secretary to the first Prime Minister of Malaysia, the late YTM Tunku Abdul Rahman Putra Al-Haj from 1957 to 1971 before being appointed as the Menteri Besar of Terengganu from 1971 to 1974. He also served as a Director in Maybank and its group of companies from 1978 to 1992. Dato’ Nik Hassan is also the Executive Director of MTD Capital Bhd and Non-Executive Director of MTD InfraPerdana Bhd. He also sits on the board of several private limited companies.

Dato’ Nik Hassan is the brother of Dato’ Dr. Nik Hussain bin Abdul Rahman, the Group Executive Chairman.


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DATO’ YU WEN CHIEH Senior Independent Non-Executive Director

A Malaysian, aged 69, Dato’ Yu was appointed an Independent Non-Executive Director of Metacorp Berhad on 9 February 2002 and subsequently, as Senior Independent Non-Executive Director on 1 August 2002. He is also the Chairman of the Audit Committee and Remuneration Committee and a member of the Nomination Committee.

Dato’ Yu received his Fellowship Diploma in Civil Engineering from the Royal Melbourne Institute of Technology in 1961, and is a member of the Institute of Engineers, Malaysia and a Professional Engineer registered with the Board of Engineers, Malaysia. His last position prior to his retirement in 1991 was Director-General of Malaysian Highway Authority. Dato’ Yu is also a Senior Independent Non-Executive Director of MTD Capital Bhd.

ADIBAH KHAIRIAH BINTI ISMAIL @ DAUD Independent Non-Executive Director

A Malaysian, aged 41, Puan Adibah was appointed an Independent Non-Executive Director of Metacorp Berhad on 1 February 2002. She is also a member of the Audit Committee, Remuneration Committee and Nomination Committee.

Puan Adibah received her Bachelor in Commerce from the Australian National University in 1988. She is a qualified Chartered Accountant and is a member of the Malaysian Institute of Accountants.

She served with Coopers & Lybrand, Public Accountants, from 1988 to 1994, Sapura Holdings Sdn Bhd as Audit Manager from 1994 to 1997 and Sapura Industrial Berhad as Head of Internal Audit from 1997 to 1999. She is also an Independent Non-Executive Director of MTD Capital Bhd and a Director of Kesas Holdings Bhd. She also sits on the board of several private limited companies.

DATO’ IR. A. RASHID BIN OMAR Independent Non-Executive Director

A Malaysian, aged 57, Dato’ Rashid was appointed an Independent Non-Executive Director of Metacorp Berhad on 18 October 2005. He is also the Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee.

Dato’ Rashid holds a Bachelor of Science (Engineering-Civil) from the University of Glasgow, Scotland. He is a Fellow member of the Institute of Engineers, Malaysia and a Professional Engineer registered with the Board of Engineers, Malaysia. He served in the Ministry of Works, Malaysia and Public Works Department (PWD), Malaysia from 1975 till 2005. His last position prior to his retirement in 2005 was Director Management Corporate Branch of PWD, Malaysia. Dato’ Rashid is also an Independent Non-Executive Director of ACP Industries Berhad.

Board Of Directors’ Profile (cont’d)

Notes:-1. Saved as disclosed, none of the Directors have any family relationship with any Directors and/or substantial shareholders of the Company.2. None of the Directors have any conflict of interest with the Company.3. None of the Directors have been convicted of any offence within the past 10 years other than traffic offences.4. More than one third of the Board comprises Independent Directors.


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Report Of The Audit Committee

MEMBERSHIP AND MEETINGS

The Audit Committee comprises the following members and details of attendance of each member at meetings held during

the financial year ended 31 March 2006 are as follows:

Members Number of meetings held Attendance

Dato’ Yu Wen Chieh 5 5Chairman, Senior Independent Non-Executive Director

Dato’ Nik Hassan bin Abdul Rahman 5 4Non-Independent Executive Director

Puan Adibah Khairiah binti Ismail @ Daud 5 5Independent Non-Executive Director

Dato’ Mustaffa bin Mohd (Resigned on 16 June 2005) 1* 0Independent Non-Executive Director

Dato’ Ir. A. Rashid bin Omar (Appointed on 18 October 2005) 2* 2Independent Non-Executive Director

*Reflects the number of meetings held during the time the Director held office

TERMS OF REFERENCE

1. Objectives

The principal objective of the Audit Committee is to

assist the Board of Directors (the “Board”) in discharging

its statutory duties and responsibilities relating to

accounting and reporting practices of the Company

and its subsidiaries (the “Group”). Specifically, the Audit

Committee shall: -

a. evaluate the quality of the audits performed by the

internal and external auditors;

b. provide assurance that the financial information

presented by management is relevant, reliable and

timely;

c. oversee compliance with laws and regulations and

observance of a proper code of conduct; and

d. determine the quality, adequacy and effectiveness of

the Group’s control environment.

2. Composition

The Audit Committee shall be appointed by the Board

from among their number and shall comprise not fewer

than three members, the majority of whom shall be

independent directors.

At least one member of the Audit Committee shall

be: -

a. a member of the Malaysian Institute of Accountants

(“MIA”); or

b. if he is not a member of the MIA, he must have at

least 3 years of working experience and:

i. he must have passed the examinations specified

in Part I of the First Schedule of the Accountants

Act 1967; or


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ii. he must be a member of one of the associations

of accountants specified in Part II of the First

Schedule of the Accountants Act 1967; or

c. fulfils such other requirements as prescribed by

the Bursa Malaysia Securities Berhad (“Bursa

Securities”).

The members of the Audit Committee shall elect

a Chairman from amongst themselves who is an

Independent Director. No alternate Director of the

Board shall be appointed as a member of the Audit

Committee. All members of the Audit Committee,

including the Chairman, will hold office only so long

as they serve as Directors of the Company. Should

any member of the Audit Committee cease to be a

director of the Company, his membership in the Audit

Committee shall cease forthwith. In the event of

any vacancy in the Audit Committee resulting in the

non-compliance of the Listing Requirements of Bursa

Securities (the “Listing Requirements”), the Audit

Committee shall ensure that the vacancy is filled within

three months.

The Board shall review the term of office and

performance of Audit Committee and each of its

members at least once in every three years.

3. Meetings

The Audit Committee shall meet at least four times a

year. In addition, the Chairman may call for additional

meetings at any time at the Chairman’s discretion.

The Audit Committee may also invite any officer or

employee of the Group to be in attendance to assist

in its deliberations. At least once a year the Audit

Committee shall meet with the external auditors

without any executive board member present.

The quorum for each meeting shall be two members,

majority of whom present shall be Independent

Directors.

4. Secretary

The Secretary of the Audit Committee shall be the

Company Secretary.

The Secretary shall be responsible for drawing up

the agenda with concurrence of the Chairman and

circulating it, supported by explanatory documentation

to members of the Audit Committee prior to each

meeting.

The Secretary shall also be responsible for keeping the

minutes of meetings of the Audit Committee, circulating

them to members of the Audit Committee and to the

other members of the Board.

5. Authority

The Audit Committee shall, in accordance with a

procedure to be determined by the Board and at the

expense of the Company,

a. be authorised to investigate any activity within its

terms of reference. All employees shall be directed

to co-operate as requested by members of the

Audit Committee;

b. have full and unrestricted access to any information

pertaining to the Company or the Group;

c. obtain outside legal or other independent

professional advice and secure the attendance of

outsiders with relevant experience and expertise if

necessary;

d. be able to convene meetings with the external

auditors, without the attendance of the executive

Board members, whenever necessary; and

c. be able to make relevant reports when necessary

to the relevant authorities if a breach of the Listing

Requirements occurs.

Report Of The Audit Committee (cont’d)


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6. Duties and Responsibilities

The duties and responsibilities of the Audit Committee

are: -

a. to review the quarterly, and annual financial

statements prior to the approval by the Board,

focusing on:-

• any significant changes to accounting policies

and practices;

• significant adjustments arising from the audits;

• compliance with the applicable approved

accounting standards and other legal

requirements; and

• the going concern assumption;

b. to review any related party transaction and conflict

of interest situation that may arise within the Group

including any transaction, procedure or course

of conduct that raises questions of management

integrity;

c. to review and monitor the effectiveness of internal

control system;

d. to review the extent of compliance with established

internal policies, standards, plans, procedures, laws

and regulations;

e. to obtain assurance that proper plans for control

have been developed prior to the commencement

of major areas of change within the Group;

f. to review with the internal and external auditors

the nature and scope of the audit plan and audit

report;

g. to review any matters concerning the appointment

and re-appointment, audit fee and any questions of

resignation or dismissal of external auditors;

h. to review and evaluate factors related to the

independence of internal and external auditors and

assist them in preserving their independence;

i. to review internal and external auditors’ findings

arising from audits, particularly any comments and

responses in management letters as well as the

assistance given by the employees of the Group in

order to be satisfied that appropriate action is being

taken;

j. to recommend to the Board steps to improve the

system of internal control derived from the findings

of the internal and external auditors and from the

consultations of the Audit Committee itself;

k. to review with the external auditors the Statement

on Internal Control of the Group for inclusion in the

annual report;

l. to prepare the annual Audit Committee report to

the Board which includes the composition of the

Audit Committee, its terms of reference, number of

meetings held, a summary of its activities and the

existence of an internal audit function and a summary

of the activities of that function for inclusion in the

annual report;

m. to review the performance of the internal audit

function and feedback to the Board when necessary;

and

n. to carry out any other function that maybe mutually

agreed upon by the Audit Committee and the Board

when deem necessary and appropriate.

SUMMARY OF ACTIVITIES OF THE AUDIT

COMMITTEE

During the financial year under review, the Audit

Committee carried out its duties as set out in the terms of

reference and the activities are summarised as follows: -

• reviewed the external auditors’ scope of work

and audit plan for the year. Prior to the audit,

representatives from the external auditors presented

their audit strategy and plan.



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• reviewed with the external auditors the results of

the audit, the audited financial statements and the

management letter.

• recommended for the Board’s consideration the

re-appointment of external auditors and the audit

fees.

• reviewed the quarterly financial statements and

annual audited financial statements of the Group

before recommending them for approval of the

Board;

• reviewed the internal audit reports presented by

internal auditors and discussed on management’s

actions taken to improve the system of internal

control and any outstanding matters.

• reviewed the Statement on Internal Control and its

recommendations to the Board for inclusion in the

Annual Report;

• reviewed related party transactions of the Company

and of the Group; and

• verified the allocation of Employee Share Option

Scheme (“ESOS”) options during the year to ensure

that this was in compliance with the allocation

criteria set and in accordance with the bye-laws of

the ESOS.

INTERNAL AUDIT FUNCTION

The Internal Audit Function is carried out by the Group

Internal Audit Department (the “Group IAD”) of MTD

Capital Bhd, the holding company. Group IAD assists the

Audit Committee in discharging its duties and responsibilities,

and is independent of the activities they audit. The primary

role of the department is to undertake independent, regular

and systematic review of the system of internal control

within the Group, so as to provide reasonable assurance

that such system is sound, and that established policies and

procedures are adhered to and continue to be effective and

satisfactory.

The Group IAD adopts risk-based approach when

establishing its audit plan and strategy. During the year, the

internal auditors had carried out audits according to the

internal audit plan, which had been approved by the Audit

Committee.

The reports from the audits undertaken were forwarded to

the management with audit recommendations for attention

and necessary corrective actions. The management is

responsible for ensuring the corrective actions on reported

weaknesses are taken within appropriate time frame. The

reports with management responses were presented to

the Audit Committee for deliberation.



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The Board of Directors (“Board”) recognises the conformance to Malaysian Code on Corporate Governance (“the Code”)

is of critical importance to safeguard the interest of investors or shareholders and enhance the value of the Company’s

assets. The Board is committed to support the Code to promote transparency, accountability and integrity through Metacorp

Group (“Group”) to build and maintain corporate credibility and investors’ confidence in the capital market.

The Board has embedded in the Group a framework of structures and systems geared towards enhancing, strengthening and

maintaining high standards of corporate governance applicable to the business and activities of the Group. The framework is

also intended to direct the Group towards attainment of sound business practices and strengthening its resources to manage

the challenges ahead of the Company’s on-going rationalisation exercise and prospective investments.

The Board is pleased to report on the corporate governance practices in the Group pursuant to the Code for the financial

year ended 31 March 2006.

Statement On Corporate Governance

A. DIRECTORS

Al. The Board

The Board, with its collective overall responsibility and

leadership in the strategic affairs of the Group, plays a

key role in the entrenchment of the culture of good

corporate governance in the Group by charting the

vision and mission of the Group to guide in the

process of strategic decision making and establishment

of organisational goals. The organisational goals are

translated into realistic and measurable objectives

for the division and department whereby integrated

activities are identified and implemented to achieve goal

congruence in maximising overall effectiveness of the

entire Group.

The Board established inter alia the following

committees: Audit Committee, Nomination Committee,

Remuneration Committee and Management Committee

(collectively referred to as “Board Committees”).

The Board has delegated certain functions and

responsibilities to the Board Committees within clearly

defined limits of authority and guidelines specified in the

terms of reference of the respective Board Committees.

The Board Committees are either empowered to

act independently or on behalf of the Board and the

Chairman of the respective Board Committees reports

to the Board on the outcome of the committee

meetings.

There is a schedule of key business matters reserved

specifically for the Board’s deliberation which includes

Group’s acquisitions and disposals of businesses and

assets of a substantial value; changes to the management

and control structure within the Group including key

policies; major investments; decision on financial

matters and financial results; dividend payment; and

corporate plans and exercises. The Board delegated

to the Management Committee the responsibility for all

aspects of the management and decision on all

transactions and matters relating to the Group’s core

businesses and existing investments within the authority

determined by the Board. The Management Committee

meets regularly to discuss and deliberate the Group’s

business operation, management, performance, key

strategic initiatives and investments.

The Management Committee is supported by a

management team with the requisite experience and

skills and headed by the Group Managing Director.

The Board adopts policies and procedures including

Delegation of Authority Limit, with clearly defined

corporate objectives and authority limits to guide the

management in the achievement of effective operation

within the Group and whereby, the achievement of the

goals and objectives by the management are measured.


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Appointment, training and succession plan framework

is in place in the Group with focus on key management

positions and objective of identifying and developing an

internal pool of talents as successors to grow with the

Company. The succession plan of the Group is based on

competency profiling to nurture further the talents of

management and maintain leadership continuity.

A2. Composition of the Board

The Board has six (6) members and comprises three

(3) Non-Independent Executive Directors and three (3)

Independent Non-Executive Directors in compliance

with Paragraph 15.02 of the Bursa Malaysia Securities

Berhad (“Bursa Securities”) Listing Requirements

(“Listing Requirements”). The Board believes that the

size and composition of the Board is optimal for the

effectiveness of the Board, ensures no individual director

or group of directors can dominate the decision of the

Board and there is effective representation for minority

shareholders of the Company. A brief profile of each

Director is set out on page 4 to 5 of the Annual

Report.

A3. Board Balance

The composition of the Board is well balanced with an

effective mix of Executive Directors and Non-Executive

Directors. Collectively, the Board members possess a

wide range of experience with diverse background in

business, financial, legal, technical and business acumen

to deal with the strategic direction, investment and

management of the Group.

The Non-Executive Directors (including Independent

Non-Executive Directors) are independent of the

management and free from any business or other

relationship which could materially interfere with the

exercise of their independent judgement in the Board, to

ensure a balance of power and authority and promotes

objective decision making in the best interest of the

Group. Dato’ Yu Wen Chieh is the Senior Independent

Non-Executive Director to whom concerns may be

conveyed.

The roles of the Chairman and the Group Managing

Director are distinct and separated with clear division

of responsibilities to ensure a balance of power and

authority. The roles of the Chairman and the Group

Managing Director are clearly defined in the Board

Charter. The Chairman is responsible for leading the

Board to ensure its effectiveness, conduct and integrity

and good corporate governance within the Group as

well as maintaining effective communication between

shareholders/investors and the Board. The Group

Managing Director has the overall responsibilities of

managing efficiently and effectively the operation and

performance of the Group, implementation of policies

and procedures and decision of the Board, feedback,

explain and clarify to the Board on matters pertaining

to the business and operation of the Group.

A4. Board Meetings

Board Meetings for each calendar year are scheduled at

the beginning of the year. The Board meets regularly on

a quarterly basis with additional meetings convened as

and when necessary to consider business of the Group

that require urgent decision of the Board. For the

financial year ended 31 March 2006, the Board met five

times. The record of attendance of each Director is set

out in the Statement Accompanying Notice of Annual

General Meeting (“AGM”).

All Directors are provided with formal notice and agenda

of meeting approved by the Chairman, in sufficient time

prior to the meeting to enable the members of the

Board to deal with the matters to be discussed. Other

Board members are free to suggest items for inclusion

on the agenda. During the course of a meeting, the

agenda facilitates the effective conduct of meetings by

the Chairman. The Chairman ensures the Directors

are given ample opportunity to express their views and

opinions during Board meetings. Constructive debate on

issues before the Board is always encouraged and given

due analysis and deliberation. Besides Board meetings,

consultation and sharing of expertise and experience

between Directors are freely and frequently held and the

Board exercises control on matters that require Board’s

Statement On Corporate Governance (cont’d)


1� Statement On Corporate Governance (cont’d)

approval through circulation of Directors’ Resolutions. In

the event of any potential conflict of interest situation,

the Directors concerned will make a declaration to that

effect immediately and will abstain from deliberation and

decision making process in the matters in which they

are interested. The proceedings and resolutions passed

at each Board meetings are minuted down by the

Company Secretaries and kept in the statutory register

at the registered office of the Company.

A5. Supply of Information

Board papers detailing the relevant information on the

matters to be discussed and quarterly financial reports

are enclosed together with the agenda of Board meetings,

for the Directors’ understanding of the matters to be

considered and dealt at the meeting. Senior Management

staffs are invited to attend Board and Audit Committee

meetings to provide additional insight into the matters

to be discussed. Information provided to the Board

include amongst others, progress reports on business

operations or projects, details on business propositions

and corporate proposals, documentation of professional

advice by solicitors or advisers and new guidelines issued

by Bursa Securities.

All Directors have unrestricted access to information of

the Group and on an on-going basis, Directors interact

with the management team to seek further information,

updates or explanation on any aspect of the Group’s

operations or businesses. Any Director may engage

independent professionals at the Group’s expense to

secure knowledge or advice on specific issues to enable

the individual Director or the Board as a whole, in

deliberation and decision making.

The Directors have access to the advice and services

of qualified Company Secretaries in the course of

discharging their duties and fulfilling their obligations to

statutory requirements, Listing Requirements or other

regulations, whether as a full board or in their individual

capacity. Any appointment or removal of secretary

should be a matter for the Board as a whole.

A6. Appointment of Directors

The Nomination Committee was established on 22

August 2003. The Board is responsible for filling any

vacancies on the Board and has delegated to the

Nomination Committee the tasks to assists the Board

to identify, evaluate and recommend new candidates

for appointment to the Board. Other duties and

responsibilities of the Nomination Committee defined

in its terms of reference include assessment of the

effectiveness of the Board and its individual members,

members who are seeking re-election to the Board at

the AGM, size, composition and the appropriate mix of

skills and experience and other qualities of the Board,

including core competencies which Directors bring

to the Board. The Nomination Committee conducts

formal annual review and assessment of the Board and

its members.

The Nomination Committee composed exclusively of

Independent Non-Executive Directors. The members

are as follows: -

Dato’ Ir. A. Rashid - Chairman, Independent

bin Omar Non-Executive Director (Appointed on 18 October 2005)

Dato’ Mustaffa - Chairman, Independent

bin Mohd Non-Executive Director (Resigned on 16 June 2005)

Dato’ Yu Wen Chieh - Senior Independent

Non-Executive Director

Adibah Khairiah - Independent

binti Ismail @ Daud Non-Executive Director

A7. Re-Election of Directors

In accordance with the Company’s Articles of Association,

Directors who are appointed by the Board to fill a casual

vacancy shall hold office only until the next following


1�Statement On Corporate Governance (cont’d)

AGM and shall then be eligible for re-election but shall

not be taken into account in determining the Directors

who are to retire by rotation at the meeting. The Articles

also provide that one-third (1/3) of the Directors or the

number nearest to one-third (1/3) with a minimum of

one, shall retire from office at every AGM and if eligible,

may offer themselves for re-election. Each Director shall

retire from office at least once in every three (3) years.

The Group Managing Director shall retire from office at

least once every three (3) years, but shall be eligible for

re-election.

Directors over 70 years of age are required to submit

themselves for re-appointment as a Director annually in

accordance with Section 129(6) of the Companies Act,

1965.

The details of Directors standing for re-election at

the forthcoming AGM are set out in the Statement

Accompanying Notice of AGM.

A8. Directors’ Training

All the Directors have attended the Mandatory

Accreditation Programme, Group Induction Program

and accredited Continuing Education Programmes

(“CEP”) pursuant to the Listing Requirements and

accumulated the required CEP points. In the spirit of

continuous education for Directors, the Company will

on a continuous basis, evaluate and determine the

training needs of its Directors to discharge their duties

as Director in an effective manner.

The Company had organised a one day in-house training

on “Corporate Governance, Risk Management, Total

Audit Solution” conducted by CG Board Asia Pacific Sdn

Bhd during the financial year ended 31 March 2006. All

Directors attended the aforementioned training except

Dato’ Nik Hassan bin Abdul Rahman, due to other

commitment.

Puan Adibah Khairiah attended a 2 day seminar on FRS

Update conducted by Ernst & Young.

B. DIRECTORS’ REMUNERATION

The Remuneration Committee was established on

1 August 2002. Its members comprise mainly of

Independent Non-Executive Directors. The

Remuneration Committee annually review the

remuneration packages of the Executive Directors

and submits its recommendations to the Board for

approval. The Remuneration Committee and the

Board are mindful that the remuneration packages for

the Executive Directors should be attractive and fairly

compensate high quality individuals in the Board, to lead

the Group successfully, is reflective of the individual’s

achievements, contribution and proportion of time

commitment towards the growth and profitability of

the Group during the financial year under review. The

remuneration packages are also linked to the Group’s

policies and benchmarked against market practices to be

competitive. None of the Executive Directors participate

in any way in determining their individual remuneration.

The determination of the remuneration packages for

Non-Executive Directors is a matter to be decided

by the Board as a whole and the individual Director

concerned abstains from deliberation and decision on

their individual remuneration. The Company reimburses

expenses incurred by the Directors in the course of

their duties as Directors.

The fees payable to the Directors will be recommended

by the Board for approval by shareholders at the AGM.

The members of the Remuneration Committee are as

follows: -

Dato’ Yu Wen Chieh - Chairman, Senior

Independent

Non-Executive Director


1�

Dato’ Dr. Nik Hussain bin - Non-Independent

Abdul Rahman Executive Director

Dato’ Ir. A. Rashid bin Omar - Independent Non-

(Appointed on 18 October 2005) Executive Director

Adibah Khairiah binti - Independent Non-

Ismail @ Daud Executive Director

Dato’ Mustaffa bin Mohd - Independent Non-

(Resigned on 16 June 2005) Executive Director

1. The aggregate remuneration of the Directors categorised

into appropriate components during the financial year

ended 31 March 2006 is as follows:-

Executive Non-Executive

Directors Directors Total

RM (‘000) RM (‘000) RM (‘000)

Salaries 287 - 287

Fees 89 96 185

Bonuses, 147 - 147

Benefits-in-kind

and Others

Total 523 96 619

2. The number of Directors whose total remuneration

from the Group falls within the following bands are as

follows:-

Number of Directors

Non-

Executive Executive Total

Below RM50,000 1 4 5

RM150,001 to RM200,000 1 - 1

RM300,001 to RM350,000 1 - 1

C. RELATIONSHIP WITH SHAREHOLDERS/

INVESTORS

The Board recognises the importance of timely disclosure

of accurate and clear material information towards

building and maintaining corporate credibility and

investors’ confidence. Immediate disclosure of material

information to the market are made through Bursa

Securities pursuant to mandatory obligation under the

Listing Requirements, to provide investors equal access

to material information which is expected to have a

material effect on the price, value, market activity of the

Company’s securities and also, the decision of investors

in determining their choice of action. Information on

the Group’s businesses, corporate developments and

overview of the Group’s performance are disclosed in

the Company’s Annual Report, financial statements and

circulars.

The AGM remains the principal forum for dialogue with

shareholders where shareholders have reasonable time

to discuss on the Group’s businesses and developments.

Press briefing is normally held after the AGM for release

of material information on the developments and

prospects of the Company to the public.

The Company maintains a website at www.metacorp.

com.my which provides information on the Company

and facilitates communication between shareholders/

public with the Company.

The Company also conducts road shows and holds

regular dialogues or briefings with institutional

investors, fund managers and investment analysts to

foster understanding about the Group’s businesses,

developments and prospects.

D. ACCOUNTABILITY AND AUDIT

(i) Financial Reporting

In presenting the annual financial statements and

quarterly financial results, the Board has ensured that



1�

the Group adopts appropriate accounting policies

and standards and consistently applied prudent

judgements supported by reasonable estimates

so that the financial statements represent a true

and fair assessment of the Company and Group’s

financial position. The Board vested responsibilities

on the Audit Committee to review and assess the

accuracy and adequacy of all the information to be

disclosed and ensure that the financial statements

are in compliance with the Companies Act, 1965,

Listing Requirements and the applicable approved

accounting standards in Malaysia.

The Directors’ Responsibilities for the financial

statements is set out on page 16 of the Annual

Report.

(ii) Internal Control

The Board acknowledges the responsibility for

maintaining a sound and effective system of internal

control and the review of its adequacy and integrity

to safeguard shareholders’ investment and the

Group’s assets. There is in place an on-going process

for identifying, evaluating, monitoring and managing

the significant risks affecting the achievement of

its business objectives and the process is regularly

reviewed by the Board. The Statement on Internal

Control is set out on page17 to 18 of the Annual

Report.

(iii) Relationship with Auditors

The Board, through the Audit Committee, maintains

a formal and transparent relationship with its

external auditors, Messrs Ernst & Young in seeking

their professional advice and ensuring compliance

with the accounting standards of Malaysia. The

Audit Committee meets with the external auditors,

without the presence of the Executive Directors

at least once a year, to encourage the external

auditors to raise discussion on potentially adverse

audits issues at a relatively early stage and to allow

the external auditors to broach sensitive problems

in an uninhibited manner pertaining to audit plan,

audit findings or other relevant audit and accounting

issues. The Audit Committee also meets with the

external auditors, whenever it deems necessary.

A summary of activities of the Audit Committee

during the financial year is set out in the Audit

Committee Report on page 6 to 9 of the Annual

Report.

ADDITIONAL COMPLIANCE STATEMENT

Utilisation of Proceeds

The Company had completed the sale of Metramac

Corporation Sdn Bhd (“Metramac”) to MTD InfraPerdana

Bhd on 1 December 2005 for a total cash consideration of

RM245.0 million. As at 31 July 2006, the proceeds from the

disposal was utilised as follows:-

Approved Amount

Utilisation Utilisation Utilised

RM’000 RM’000

Repayment of inter-company 148,650 148,650

loans to Metramac

Repayment of borrowings 16,000 16,000

Working capital 80,350 28,491

Total 245,000 193,141

Share Buy-Back

During the financial year, the Company did not enter into

any share buy-back transactions.



1�

Options, Warrants or Convertible Securities

During the financial year, there were no options exercised

pursuant to the Employee Share Option Scheme. The

Company has not issued any warrants or convertible

securities during the financial year.

American Depository Receipt (“ADR”)

or Global Depository Receipt (“GDR”)

Programme

During the financial year, the Company did not sponsor any

ADR or GDR programme.

Imposition of Sanctions and/or Penalties

There were no sanctions and/or penalties imposed on the

Company and its subsidiaries, directors or management by

the relevant regulatory bodies during the financial year.

Non-Audit Fees

The amount of non-audit fees paid and payable to the

external auditors by the Group for the financial year is

RM56,492.

Variation in Results

There was no material variation between the audited

results for the financial year ended 31 March 2006 and the

announced unaudited results.

Profit Guarantee

During the financial year, the Company did not provide any

profit guarantee nor is there any profit guarantee given to

the Company.

Material Contracts

There were no material contracts entered into by the

Company and its subsidiaries involving Directors and major

shareholders’ interests during the financial year.

Revaluation Policy

The Company does not have a revaluation policy on landed

properties.

Recurrent Related Party Transactions

(“RRPT”)

The information on RRPT for the financial year is set out in

the financial statements.

DIRECTORS’ RESPONSIBILITIES FOR THE

FINANCIAL STATEMENTS

The Board is responsible for ensuring that the annual audited

financial statements of the Company and the Group have

been properly drawn up in accordance with the applicable

approved accounting standards in Malaysia, the provisions

of the Companies Act, 1965 and the Listing Requirements

of Bursa Securities so as to give a true and fair view of the

state of affairs of the Company and the Group.

In preparing the financial statements, the Directors have:-

• adopted appropriate accounting policies and applied

them consistently;

• made judgements and estimates that are reasonable

and prudent; and

• ensured that the applicable accounting standards have

been followed.

The Board has a general responsibility in ascertaining and

taking adequate measures that are reasonably open to

them to safeguard the assets of the Group and to prevent

and detect fraud and other irregularities.



1�

Introduction

The Malaysian Code on Corporate Governance requires the board of listed companies to maintain a sound system of internal

control to safeguard shareholders’ investments and the Company’s assets. Paragraph 15.27(b) of the Listing Requirements of

Bursa Malaysia Securities Berhad requires the Board of Directors (the “Board”) of listed companies to include a statement

in their annual report about the state of their internal control. Paragraph 15.24 of the Listing Requirements states that the

external auditors must review the statement made by the Board with regard to the state of internal control and reports the

results thereof to the Board.

Board Responsibility

The Board acknowledges that it is responsible for the

Company and its subsidiaries’ (the “Group”) system of

internal control (“Group Internal Control System”) and the

review of its adequacy and integrity.

The Group Internal Control System manages but does

not eliminate the risk of failure to achieve business

objectives. The Group Internal Control System provides

only reasonable but not absolute assurance against material

misstatement, loss or fraud.

The Board has in place an ongoing process, for identifying,

evaluating, monitoring and managing the significant risks

affecting the achievement of its business objectives

throughout the period. The process is regularly reviewed

by the Board and accords with the Statement on

Internal Control: Guidance for Directors of Public Listed

Companies.

Enterprise Risk Management (ERM)

In the year under review, the Risk Management Committee

(RMC) gradually shifts its role in tandem with the Group’s

on-going rationalisation exercise to streamline its businesses

and management of assets. There was a marked change

in direction of the Company as it’s diversification exercises

gain momentum as it ventures into overseas markets.

The existing business model is enhanced to manage the

challenges and mitigate the risks of the Group’s on-going

rationalisation exercise and consideration of prospective

businesses according to “identification and assessment”

concept.

The key components of the concept encompass strategic,

operational, financial, and strategic risks. For overseas

projects under consideration, additional concepts such as

political, currency, business environment and regulatory

risks were included in the decision making models. RMC in

consultation with the Board believes that the Board is well

informed in formulating its own decision making on issues/

areas concerning these matters.

A dedicated stand-alone Risk Management Unit (RMU) is

envisaged to adopt a more uniform system within the Group

by providing additional comprehensive tools to assist RMC in

assessing existing businesses and prospective opportunities

and risks in the domestic and overseas markets.

Audit Committee (AC)

The Audit Committee, which is chaired by a senior

independent non-executive director reviews the internal

control issues identified by the Group IAD, the external

auditors, regulatory authorities and management. The AC

also evaluates the adequacy and effectiveness of the Group

Internal Control System.

Internal Audit Function

The Internal Audit Function is carried out by the Group

IAD of MTD Capital Bhd, the holding company. The Group

IAD independently carries out its function and provides the

Audit Committee and the Board with the assurance on the

adequacy and integrity of the system of internal control.

The Group IAD reviews the internal controls in the activities

of the Group’s businesses based on the annual audit plan.

Statement On Internal Control


1�

The annual audit plan is reviewed and approved by the Audit

Committee and the findings of the audits are submitted to

the Audit Committee for review at their periodic meetings.

The Group IAD adopts a risk-based approach and prepares

its strategy and plan based on the risk profiles of the business

units of the Group.

Other Key Elements of Internal Control

Apart from the above, the other key elements of the Group

Internal Control System include: -

• Clear definition of responsibilities of Board, Group

Executive Chairman, Group Managing Director, Board

Committees and operating units through well defined

terms of references, position descriptions, organisation

structure and authority levels for all aspects of the

business as set out in the Board Charter and Limits of

Authority.

• Policies and procedures manuals for key processes

are documented and regularly updated for application

across the Group.

• Where appropriate, certain companies have the ISO

accreditation for their operational processes.

• Comprehensive systems of operations and financial

reporting to the Board based on quarterly results and

annual budgets. In the event of variances, measures are

followed up and subsequent action proposed or taken.

• Provisions of regular and comprehensive information

to management and employees.

• Management Committee Meetings are held on a

regular basis to identify, discuss and resolve strategic,

operational, financial and key management issues.

• Proper guidelines for hiring and termination of staff,

and annual performance appraisal system are in place.

• Training and development is emphasised and

supported in the Group to enhance the quality, ability

and competencies of employees in the achievement of

the Group’s objectives.

• Regular visits to operating units by senior management

and internal auditors.

Conclusion

The Board is of the view that the system of internal control

instituted throughout the Group is sound and effective.

Notwithstanding this, reviews of all control procedures

will be continuously carried out to ensure the ongoing

effectiveness and adequacy of the system of internal control,

so as to safeguard shareholders’ investment and the Group’s

assets.

As required by paragraph 15.24 of the Listing Requirements

of the Bursa Malaysia Securities Berhad, the external auditors

have reviewed this Statement on Internal Control. Their

review was performed in accordance with ‘Recommended

Practice Guide (RPG) 5’ issued by the Malaysian Institute of

Accountants. Based on their review, the external auditors

have reported to the Board that nothing has come to their

attention that causes them to believe that this Statement

is inconsistent with their understanding of the process

the Board has adopted in the review of the adequacy and

integrity of internal control of the Group.

Statement On Internal Control (cont’d)


1�

Group 5-year Financial Highlights

2001 2002 2003/2004 2005 2006

110.80 112.30

127.27

116.44

95.15

Revenue ( RM’000 )

2001 2002 2003/2004 2005 2006

34.70

(32.70)

20.00

(108.83)

Group Pre-Tax Profit ( RM’000 )

42.07

2001 2002 2005 2006

0.03

(0.07)

0.01

(0.17)

Earnings Per share ( Sen )

0.04

2003/2004

530.30

2001 2002 2003/2004 2005 2006

479.40453.95

332.73

Group Shareholder’s Fund ( RM’000 )

444.70

2001 2002 2003/2004 2005 2006

0.680.62

0.61

0.49

Net Tangible Assets Per Share ( RM )

0.57


20

Prestasi Kewangan

Tahun yang ditinjau adalah satu tahun yang sukar bagi Kumpulan. Hasil Kumpulan sebanyak RM95.1

juta adalah 18 % lebih rendah berbanding RM116.4 juta pada tahun sebelumnya kesan daripada penjualan

syarikat subsidiari konsesi tolnya, Metramac. Sehubungan dengan penjualan tersebut, Syarikat telah membuat

peruntukan kemungkinan tuntutan ganti rugi sebanyak RM94.6 juta yang merupakan kemungkinan tuntutan oleh

MTD Infra ke atas kemungkiran asas terhadap perwakilan dan jaminan kepada MTD Infra dan terma-terma Perjanjian

Penjualan Saham bertarikh 10 Disember 2004, jika keputusan rayuan oleh Metramac kepada Mahkamah Persekutuan

terhadap penghakiman Mahkamah Rayuan pada 12 Januari 2006 tidak menyebelahinya. Selain itu, bahagian kerugian

Kumpulan dalam syarikat bersekutunya, ACPI telah meningkat kepada RM30.3 juta. Malangnya, ACPI terus mencatat kerugian

untuk tiga tahun berturut-turut. Kesan daripada itu, Kumpulan mencatat kerugian sebelum cukai sebanyak RM108.8 juta berbanding

keuntungan sebelum cukai sebanyak RM20.0 juta pada tahun sebelumnya.

Group Executive Chairman’s StatementPenyata Pengerusi Eksekutif Kumpulan

Dear Valued Shareholders,

On behalf of the Board of Metacorp, I am pleased to present to you the Twenty-Third Annual Report and Financial Statements of the Group and the Company for financial year ended 31 March 2006.

Para Pemegang Saham Yang Dihargai,

Bagi pihak Lembaga Pengarah Metacorp, saya dengan sukacita membentangkan kepada anda Laporan Tahunan dan Penyata Kewangan Kedua Puluh Tiga Kumpulan dan Syarikat bagi tahun kewangan berakhir 31 Mac 2006.

Dato’ Dr. Nik Hussain Bin Abdul RahmanGroup Executive Chairman / Pengerusi Eksekutif Kumpulan

Taman Tasik Utama Ayer Keroh, Melaka


21

Financial Performance

The year in review remained

a difficult one for the Group.

Group revenue of RM95.1 million

was 18 % lower than the previous year’s

RM116.4 million due to the disposal of its toll

concession subsidiary, Metramac Corporation Sdn

Bhd (Metramac). In connection with the disposal,

the Company had to make a provision for potential

damages of RM94.6 million being the potential claimed by

MTD InfraPerdana Bhd (MTD Infra) for fundamental breach of

its representations and warranties to MTD Infra and the terms of

the Share Sale Agreement dated 10 December 2004, in the event that

the outcome of the appeal by Metramac to the Federal Court against

the Court of Appeal judgment on 12 January 2006 is not favourable. In

addition, the Group’s share of loss in its associate, ACP Industries Berhad (ACPI)

increased to RM30.3 million. Unfortunately, ACPI‘s loss had continued for the

third consecutive year. Consequently, the Group recorded a loss before tax of RM108.8

million compared to profit before tax of RM20.0 million in the previous year.

Prestasi Kewangan

Tahun yang ditinjau adalah satu tahun yang sukar bagi Kumpulan. Hasil Kumpulan sebanyak RM95.1

juta adalah 18 % lebih rendah berbanding RM116.4 juta pada tahun sebelumnya kesan daripada penjualan

syarikat subsidiari konsesi tolnya, Metramac. Sehubungan dengan penjualan tersebut, Syarikat telah membuat

peruntukan kemungkinan tuntutan ganti rugi sebanyak RM94.6 juta yang merupakan kemungkinan tuntutan oleh

MTD Infra ke atas kemungkiran asas terhadap perwakilan dan jaminan kepada MTD Infra dan terma-terma Perjanjian

Penjualan Saham bertarikh 10 Disember 2004, jika keputusan rayuan oleh Metramac kepada Mahkamah Persekutuan

terhadap penghakiman Mahkamah Rayuan pada 12 Januari 2006 tidak menyebelahinya. Selain itu, bahagian kerugian

Kumpulan dalam syarikat bersekutunya, ACPI telah meningkat kepada RM30.3 juta. Malangnya, ACPI terus mencatat kerugian

untuk tiga tahun berturut-turut. Kesan daripada itu, Kumpulan mencatat kerugian sebelum cukai sebanyak RM108.8 juta berbanding

keuntungan sebelum cukai sebanyak RM20.0 juta pada tahun sebelumnya.

Group Executive Chairman’s Statement (cont’d)Penyata Pengerusi Eksekutif Kumpulan (samb.)


22

Dividend

In view of the adverse impact of the loss on the Company’s

retained earnings, the Company is not in a position to

declare dividend for the financial year ended 31 March

2006 (2005 : 1.0 sen per share less 28.0 % income tax).

Property Development

Earnings for the property development division continued

to come from the sale of residential and commercial/

industrial properties at its flagship project, Taman Tasik

Utama (TTU), Ayer Keroh, Malacca, and from rental and

property investment activities.

A softening of the property market in the last quarter

of 2005, due in part to rising oil prices and interest rates,

impacted marginally on Metacorp Properties Sdn Bhd’s

(MPSB) overall performance. TTU remained the biggest

contributor to Group’s revenue with turnover of RM50.29

million comprising RM42.92 million from residential and

commercial/industrial property sales and RM7.37 million

in recurring rental income from Kolej Universiti Teknologi

Kebangsaan Malaysia (KUTKM) and investment property,

Bangunan Shell in Damansara Heights, Kuala Lumpur.

The 12 months ended 31 March 2005 saw TTU notch up

gross sales of RM37.4 million on the back of 405 units sold

while 515 units, with a gross locked-in sales value of RM58.8

million, were handed over to purchasers. The products; from

existing phases, encompassed low-medium cost apartments,

double-storey semi-detached houses, single-storey terraced

houses and double-storey shop offices, and accounted for

95 % of the total units launched to date.

For our Australian venture through Metacorp Australia Pty

Ltd (MAPL), construction of the eight-storey Blue Horizon

Resorts Apartments comprising resort apartments and

offices, is scheduled for completion by June 2007. Located

on Hermitage Drive in Airlie Beach, Queensland, 17 of the

28 twin key units of apartments have been taken up to date

in the RM40.3 million (AUD14.3 million) development.


Blue Horizon Resorts Apts, Airlie Beach, Queensland


23Group Executive Chairman’s Statement (cont’d)Penyata Pengerusi Eksekutif Kumpulan (samb.)

Dividen

Memandangkan kesan buruk kerugian ke atas pendapatan

terkumpul Syarikat, Syarikat tidak berada di kedudukan yang

sesuai untuk mengisytiharkan dividen bagi tahun kewangan

berakhir 31 Mac 2006 (2005 : 1.0 sen sesaham ditolak

28.0 % cukai pendapatan).

Pembangunan Hartanah

Pendapatan bagi bahagian pembangunan hartanah terus

terhasil daripada penjualan hartanah kediaman dan komersial/

perindustrian di projek utamanya iaitu TTU, Ayer Keroh,

Melaka, dan daripada penyewaan dan aktiviti pelaburan

hartanah.

Pasaran hartanah yang semakin lembab pada suku tahun

terakhir 2005 yang sebahagiannya disebabkan oleh kenaikan

harga minyak dan kadar faedah, hanya mendatangkan

kesan kecil kepada prestasi keseluruhan MPSB. Seperti yang

dinyatakan, TTU kekal sebagai penyumbang terbesar kepada

hasil Kumpulan dengan perolehan sebanyak RM50.29 juta

yang meliputi RM42.92 juta daripada penjualan hartanah

kediaman dan komersil/perindustrian serta RM7.37 juta

pendapatan sewa berterusan daripada KUTKM serta hartanah

pelaburan iaitu Bangunan Shell di Damansara Heights, Kuala

Lumpur.

Tempoh 12 bulan berakhir 31 Mac 2005 menyaksikan TTU

mencatat jualan kasar sebanyak RM37.4 juta berikutan

405 unit yang berjaya dijual manakala 515 unit, dengan

nilai jualan tempahan sebanyak RM58.8 juta, telah pun di

serahkan kepada para pembeli. Produk-produk fasa semasa

meliputi pangsapuri kos rendah-sederhana, rumah berkembar

dua tingkat, hartanah teres setingkat dan pejabat kedai dua

tingkat yang merangkumi 95 % daripada jumlah unit yang

telah dilancarkan hingga hari ini.

Bagi penerokaan perniagaan kami di Australia melalui

MAPL, pembinaan Blue Horizon Resorts Apartments setinggi

lapan tingkat yang terdiri daripada pangsapuri dan pejabat,

dijadualkan siap pada bulan Jun 2007. Hingga kini, 17 daripada

28 unit pangsapuri utama berkembar dalam pembangunan

yang terletak di Hermitage Drive di Airlie Beach, Queensland

dan bernilai RM40.3 juta (AUD14.3 juta) tersebut, telah pun

dibeli.


24

Energy

For Pendinginan Megajana Sdn Bhd (Megajana), revenue

was slightly up 3 % to RM11.3 million from RM10.9 million

in 2005. Take-up of Megajana’s district cooling services

from companies operating in Cyberjaya progressed slowly

with two new customers coming on board – the MEASAT

Teleport and Broadcast Centre with a contract capacity of

700 Refrigerant Tons (RT) and DHL 2 Building with 600

RT. This brings the total connected load to the system to

7,311 RT, or 61 % of plant capacity. For the financial year

ended 31 March 2006, Megajana recorded a loss of RM4.8

million.

The district cooling business has been operating at a loss

for some time now. The Board’s view is that the business

of Megajana is not viable and it does not make commercial

sense for Seseni Energy Services Sdn Bhd (Seseni) as

shareholder of Megajana to continue funding a loss making

business. The shareholders of Megajana namely, Seseni and

Tenaga Nasional Energy Services Sdn Bhd are currently

pursuing the disposal of the district cooling business.

Quarrying

Quarry operator Dimensi Timal Sdn Bhd (DTSB) officially

launched its operation in September 2005 with the debut

of its ‘Jeli Blunero’ series of dimensional granite at the

International Exposition of Dimension Stone and Machinery

held in Verona, Italy. Of export grade, Jeli Blunero’s coarse-

grained texture with a bluish black tonality and exceptional

consistency in colour and pattern bears many similarities

with Italy’s ‘Serrizo.’

Site-clearing, access roads and platforms were substantially

completed at the end of 2005 to facilitate actual quarrying

activities. Production progressed as planned in tandem

with enquiries from interested major industry players from

Italy, China and Indonesia, in addition to local prospects.


District Cooling Plant in Cyberjaya


25

Tenaga

Hasil bagi Megajana telah meningkat sedikit sebanyak 3 %

kepada RM11.3 juta daripada RM10.9 juta pada tahun 2005.

Pengambilan perkhidmatan penyejukan kawasan Megajana

oleh syarikat-syarikat yang beroperasi di Cyberjaya telah

meningkat secara perlahan-lahan dengan penyertaan dua

pelanggan baru iaitu Pusat Teleport dan Penyiaran MEASAT

dengan kapasiti kontrak sebanyak 700 Tan Penyejukan (RT)

dan Bangunan DHL 2 dengan 600 RT. Ini telah menjadikan

jumlah kandungan bersambung ke sistem kepada 7,311

RT, atau 61 % daripada kapasiti loji. Bagi tahun kewangan

berakhir 31 Mac 2006, Megajana telah mencatat kerugian

sebanyak RM4.8 juta.

Perniagaan penyejukan kawasan telah beroperasi dalam

keadaan kerugian sejak beberapa lama. Lembaga Pengarah

berpendapat bahawa perniagaan Megajana tidak lagi

berdaya maju dan tidak lagi berpatutan dari sudut komersial

bagi Seseni sebagai pemegang saham Megajana untuk terus

membiayai sebuah perniagaan yang mencatat kerugian. Para

pemegang saham Megajana, iaitu Seseni dan Tenaga Nasional

Energy Services Sdn Bhd sedang berusaha pada masa ini

untuk menjual perniagaan penyejukan kawasan tersebut.

Perkuarian

Pengendali kuari, DTSB, telah melancarkan secara rasmi

operasinya pada bulan September 2005 dengan penampilan

sulung siri granit dimensi ‘Jeli Blunero’ di International

Exposition of Dimension Stone and Machinery yang

diadakan di Verona, Itali. Jeli Blunero yang bergred eksport

mempunyai permukaan kasar berbutir dan berwarna hitam

kebiruan serta amat konsisten dari segi warna dan corak. Ia

mempunyai banyak persamaan dengan ‘Serrizo’ dari Itali.

Sebahagian besar daripada kerja-kerja pembersihan tapak,

pembinaan jalan keluar masuk dan platform telah pun

disiapkan pada akhir tahun 2005 bagi memudahkan aktiviti

kuari sebenar. Pengeluaran telah berkembang seperti yang

dirancangkan, sejajar dengan minat yang ditunjukkan oleh

syarikat-syarikat utama dalam industri dari Itali, China dan

Indonesia, selain daripada prospek-prospek tempatan.


Dimension Stone Granite Quarry in Jedok, Tanah Merah, Kelantan


26

Solid Waste Management

Following the Ministry of Housing’s agreement to adopt

and proceed with the National Strategic Plan for Solid

Waste Management to ensure integrated and sustainable

management for the whole country, the Solid Waste

Management Act is slated to be tabled for approval by

Parliament in the current year. In light of this, E-Idaman

Sdn Bhd (EISB) has been in discussions to finalise the

Concession Agreement with the EPU to undertake

integrated solid waste management for the four northern

states; Perlis, Kedah, Penang and Perak by 2007.

Overseas Ventures

The Group is actively seeking business ventures both

locally and overseas that will provide long term sustainable

earnings. In this respect, the Company had on 13

December 2005 signed a Memorandum of Understanding

with PT Bintang Sinomast Limited, Hong Kong (PTBS)

to develop and operate the coal terminal in the Port of

Cigading, West Java, Indonesia. A Joint Venture Company

called Sinomast Metacorp (Labuan) Ltd was subsequently

incorporated on 50 : 50 basis.

On 30 May 2006, Metacorp via its newly acquired subsidiary

MTD-Sadec Sdn Bhd (formerly known as Taipanlink Sdn

Bhd) had entered into a Joint Venture Agreement with

Saigon Jewelry Company (SJC), a State Owned Entity on

60 : 40 basis to develop, build, operate and manage the SJC

Tower, a 45-storey commercial complex of approximately

82,633 square meters comprising apartments, sky-villas,

offices, retail spaces, function and banquet halls and car-

parking for sale and/or lease. The project site is situated at

95-101 Nam Ky Khoi Nghia Street, District 1, Ho Chi Minh

City, Vietnam, comprised a total area of approximately

3,799 square meters and bordered by Le Loi Street, Nam

Ky Khoi Nghia Street, Le Thanh Ton Street and Nguyen

Trung Truc Street.


Pengurusan Bahan Buangan Pepejal

Berikutan persetujuan Kementerian Perumahan untuk

menerima pakai dan meneruskan Rancangan Strategik

Nasional bagi Pengurusan Bahan Buangan Pepejal bagi

memastikan pengurusan bersepadu dan mapan di seluruh

negara, Akta Pengurusan Bahan Buangan Pepejal dijangka

akan dibentangkan untuk kelulusan Parlimen pada

tahun semasa. Sehubungan itu, EISB telah mengadakan

perbincangan bagi menyempurnakan Perjanjian Konsesi

dengan EPU untuk menjalankan pengurusan bahan buangan

pepejal bersepadu bagi negeri-negeri di utara; Perlis, Kedah,

Pulau Pinang dan Perak pada 2007.

Penerokaan Usahaniaga di Luar Negara

Kumpulan sedang mencari peluang-peluang perniagaan

secara aktif baik di dalam mahupun di luar negara, yang

mampu menyediakan pendapatan mapan jangka panjang.

Sehubungan itu, Syarikat telah menandatangani sebuah

Memorandum Persefahaman dengan PTBS pada 13

Disember 2005 untuk membangun dan mengoperasi

Terminal Pangkalan Arang di Cigading, Jawa Barat, Indonesia.

Satu usahasama digelar Sinomast Metacorp (Labuan) Ltd

kemudiannya telah diperbadankan pada asas 50 : 50.

Pada 30 Mei 2006, Metacorp, melalui syarikat subsidiarinya

yang baru diambil alih, MTD-Sadec Sdn Bhd (dahulu dikenali

sebagai Taipanlink Sdn Bhd), telah memeterai satu Perjanjian

Usahasama dengan SJC yang merupakan sebuah Entiti Milik

Kerajaan pada asas 60 : 40 untuk membangun, membina,

mengoperasi dan menguruskan SJC Tower, sebuah kompleks

komersil 45 tingkat seluas kira-kira 82,633 meter persegi

yang terdiri daripada pangsapuri, vila di dalam bangunan,

pejabat, ruang perniagaan runcit, tempat untuk mengadakan

majlis dan bankuet serta kemudahan tempat letak kereta

untuk dijual dan/atau disewa. Tapak projek tersebut terletak

di 95-101 Nam Ky Khoi Nghia Street, District 1, Bandar Ho

Chi Minh, Vietnam, yang meliputi jumlah keluasan kira-kira

3,799 meter persegi dan bersebelahan dengan Le Loi Street,

Nam Khoi Nghia Street, Le Thanh Ton Street dan Nguyen

Trung Truc Street.


27

Prospects

TTU will continue to be one of the major contributors to the Group’s

revenue by building on its position as a reputable developer in Malacca

with the timely delivery of quality, innovative and reliable designed products.

Planned for sales launch in the new financial year are well-sited exclusive double-

storey semi-detached houses as well as single-storey terraced units . This is in line

with market demand environment to ensure high take-up rates in its phases.

Cognisant of the intense competition in the property arena, the Group is poised to move

into the niche high-end sector where there is always a demand; even in a soft market. Landview

Towers Sdn Bhd will be Metacorp’s vehicle to foray into the Klang Valley’s lucrative high-end

residential segment in the matured and well-established community of Bangsar. Currently undergoing

preliminary preparation for the necessary approvals, the RM25 million project is scheduled to be launched

in 2007.

On 10 April 2006, Metacorp acquired a 40 % stake in Modal Ehsan Sdn Bhd (Modal Ehsan) to participate in the

development of the 160-acre Taman Sutera mixed development in Kajang, Selangor Darul Ehsan. Started in July 2002,


SJC Tower in Ho Chi Minh City


28

1,063 units of low and medium-cost apartments and terraced

houses have been launched to date. Whilst not expected to

provide any immediate returns, the acquisition will enhance

Metacorp’s branding in property development and broaden

its earnings base through expansion into property-related

activities in the Klang Valley. The remaining 60 % equity in

Modal Ehsan is held by ACPI which will be responsible for

the overall project and marketing management services.

The Group’s overseas ventures into Coal Port Terminal in

Cigading, Indonesia and the SJC Tower in Ho Chi Minh City,

Vietnam are in line with the objective of securing long term

sustainable earnings. We are optimistic that the overseas

ventures will be finalized in the current financial year.

In the next 12 months, Megajana anticipates several more

prospects to come on board. With the launch of the 9th

Malaysia Plan and subsequently, Phase 2 of the Multimedia

Super Corridor (MSC), more incentives are expected to be

introduced to attract multinationals to set up operations in

Cyberjaya and in turn, expand Megajana’s potential client

base. In addition to Dell Computers, who will establish a

technology development centre in Cyberjaya, Bank Negara

Malaysia, Jabatan Pengangkutan Jalan (JPJ) and national news

agency, Bernama, have confirmed setting up their data

centres here. The combined additional contract capacity

of an estimated 2,800 RT is expected to be commissioned

over the next two to three years.

Notwithstanding, the Board is of the view that the

divestment of the loss making district cooling business

will improve significantly the Group’s financial results and

gearing ratio.

For DTSB, there is a growing demand for dimension stone

granite; a natural building material sought for its durability

and strength, on both the local and international fronts.

Coupled with the Government’s efforts to boost the use of

local materials and the positive response to Jeli Blunero to

date, this bodes well for the company’s prospects.

Metramac’s appeal to the Federal Court was heard from

11th to 14th July 2006, and the outcome of the hearing is

expected sometime in the current financial year. Litigation

aside, your Board remains cautious about the year ahead as

the operating environment remains difficult. However, we

have the resources and structure to capitalize on existing

and new opportunities to enhance the Group’s future

earnings in the respective business areas.



29

Prospek

TTU akan terus menjadi salah sebuah penyumbang utama

kepada hasil Kumpulan dengan membina atas kedudukannya

sebagai pemaju yang berwibawa di Melaka dengan penyiapan projek

tepat pada masa bagi rekabentuk produk yang berkualiti, inovatif dan boleh

dipercayai. Antara yang dirancang akan dilancarkan pada tahun kewangan

baru adalah rumah berkembar dua tingkat eksklusif serta unit-unit teres setingkat

yang terletak di lokasi yang amat baik.

Dengan mengambil kira persaingan sengit dalam industri hartanah, Kumpulan kini bersedia

untuk beralih ke dalam sektor mewah yang mengkhusus di mana permintaan sentiasa wujud;

walaupun dalam keadaan pasaran yang lembap. Landview Towers Sdn Bhd akan menjadi platform

bagi Metacorp untuk menyertai segmen kediaman mewah yang lumayan di Lembah Klang, khususnya

di komuniti Bangsar yang matang dan terkenal. Projek RM25 juta yang kini sedang melalui proses

persediaan awal untuk mendapatkan kelulusan yang perlu ini dijadual akan dilancarkan pada tahun 2007.

Pada 10 April 2006, Metacorp telah mengambilalih 40 % kepentingan dalam Modal Ehsan untuk turut serta dalam

pembangunan campuran Taman Sutera seluas 160 ekar di Kajang, Selangor Darul Ehsan. Mulai Julai 2002 hingga kini,

SJC Tower in Ho Chi Minh City



30 Group Executive Chairman’s Statement (cont’d)Penyata Pengerusi Eksekutif Kumpulan (samb.)

1,063 unit pangsapuri kos rendah dan sederhana serta rumah

teres telah dilancarkan. Sungguhpun pengambilalihan tersebut

tidak dijangka akan memberi pulangan segera, namun ia

akan mempertingkatkan penjenamaan Metacorp dalam

pembangunan hartanah dan meluaskan asas pendapatannya

melalui pengembangan ke dalam aktiviti-aktiviti berkaitan

hartanah di Lembah Klang. Baki 60% ekuiti dalam Modal

Ehsan dipegang oleh ACPI yang akan bertanggungjawab

terhadap keseluruhan perkhidmatan pengurusan projek dan

pemasaran.

Penerokaan usahaniaga Kumpulan di luar negara ke dalam

Terminal Pangkalan Arang di Cigading, Indonesia dan SJC Tower

di Bandar Ho Chi Minh, Vietnam adalah sejajar dengan objektif

untuk mendapatkan pendapatan mapan jangka panjang.

Kami yakin bahawa penerokaan usahaniaga di luar negara

akan diselesaikan pada tahun kewangan semasa.

Megajana menjangkakan penyertaan beberapa lagi prospek

dalam tempoh 12 bulan akan datang. Dengan pelancaran

Rancangan Malaysia Ke-9 dan kemudian, Fasa 2 MSC, lebih

banyak insentif dijangka akan diperkenalkan bagi menarik

syarikat-syarikat antarabangsa untuk membuka operasi di

Cyberjaya, dan ini seterusnya akan meluaskan asas pelanggan

Megajana. Selain daripada Dell Computers yang akan

membuka pusat pembangunan teknologi di Cyberjaya, Bank

Negara Malaysia, JPJ dan agensi berita negara, Bernama, telah

mengesahkan bahawa mereka akan membuka pusat data di

sini. Gabungan kapasiti kontrak tambahan dengan anggaran

sebanyak 2,800 RT dijangka akan ditauliah sepanjang tempoh

dua hingga tiga tahun akan datang.

Namun begitu, Lembaga Pengarah berpendapat bahawa

penarikan pelaburan daripada perniagaan penyejukan

kawasan yang merugikan akan memperbaiki dengan ketara

keputusan kewangan dan nisbah penggearan Kumpulan.

Bagi DTSB pula, terdapat pertambahan permintaan, baik

di dalam mahupun di luar negara, bagi batu granit dimensi

yang merupakan bahan binaan asli yang diperlukan kerana

ketahanan dan kekukuhannya. Sumbangan daripada usaha

Kerajaan untuk mempertingkatkan penggunaan bahan-bahan

tempatan dan maklum balas positif terhadap Jeli Blunero

hingga hari ini dijangka akan mencerahkan lagi prospek

syarikat.

Rayuan oleh Metramac kepada Mahkamah Persekutuan telah

pun dikemukakan dari 11 hingga 14 Julai 2006, dan keputusan

pembentangan tersebut dijangka akan dikeluarkan pada

tahun kewangan semasa. Walaupun terpaksa menghadapi

prosiding perundangan tersebut, Lembaga Pengarah anda

akan sentiasa berjaga-jaga terhadap suasana perniagaan

tahun depan kerana persekitaran operasi dijangka akan

kekal sukar. Walau bagaimanapun, kami mempunyai sumber

dan struktur untuk memanfaatkan peluang-peluang semasa

dan baru bagi mempertingkatkan pendapatan masa depan

Kumpulan dalam setiap bidang perniagaan.


31Group Executive Chairman’s Statement (cont’d)Penyata Pengerusi Eksekutif Kumpulan (samb.)

Ucapan Perpisahan dan Alu-aluan

Saya ingin mengucapkan ribuan terima kasih kepada Dato’

Mustaffa bin Mohd atas khidmat dan nasihat sepanjang

tempoh beliau menganggotai Lembaga Pengarah. Bagi pihak

rakan-rakan pengarah, saya mengucapkan selamat maju jaya

atas apa jua penglibatan beliau pada masa depan.

Saya juga ingin mengalu-alukan Dato’ Ir A Rashid bin Omar

yang menyertai Lembaga Pengarah pada 18 Oktober 2006.

Penghargaan

Bagi pihak Lembaga Pengarah, saya ingin mengucapkan

terima kasih dan penghargaan tulus ikhlas kepada anda,

para pemegang saham yang kami hargai, atas sokongan

berterusan dan keyakinan anda terhadap Metacorp.

Ucapan terima kasih juga saya tujukan kepada pihak-pihak

berkuasa berkaitan atas panduan berterusan mereka dan

kepada para pembekal dan rakan kongsi perniagaan kami

atas sokongan teguh mereka.

Setinggi-tinggi penghargaan dan pengiktirafan juga ingin

saya sampaikan kepada pengurusan dan kakitangan atas

sumbangan dan komitmen berterusan anda terhadap

wawasan Kumpulan.

DATO’ DR. NIK HUSSAIN BIN ABDUL RAHMANPengerusi Eksekutif Kumpulan

Farewell and Welcome

I would like to thank Dato’ Mustaffa bin Mohd for his

service and his counsel during his time on the Board.

On behalf of my fellow directors, we wish you well and

success for the future.

I would also like to extend our welcome to Dato’ Ir A

Rashid bin Omar, who joined the Board on 18 October

2006.

Thanks and Appreciation

On behalf of the Board, I express our heartfelt thanks and

appreciation to you, our valued shareholders, for your

continued support of, and confidence in, Metacorp.

Thanks also go to the relevant authorities for their

continued guidance and to our suppliers and business

partners for their unceasing support.

To the management and staff, your continued contribution

and commitment to the Group’s vision is acknowledged

and appreciated.

DATO’ DR. NIK HUSSAIN BIN ABDUL RAHMANGroup Executive Chairman


32

ANALYSIS OF SHAREHOLDINGS AS AT 24 JULY 2006

Authorised Share Capital : RM500,000,000Issued and Paid-Up Share Capital : RM339,637,665Class of Shares : Ordinary Shares of RM0.50 eachVoting Rights : One vote per ordinary share

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings No. of Shareholders No. of Shares % % Malaysian Foreign Malaysian Foreign Malaysian Foreign Less than 100 53 0 1,420 0 0.00 0.00

100 - 1,000 109 1 73,242 1,000 0.01 0.00

1,001 - 10,000 2,782 25 16,530,188 151,000 2.43 0.02

10,001 - 100,000 2,251 53 58,172,508 1,684,998 8.56 0.25

100,001 to less than 5% 185 10 90,705,096 8,152,000 13.35 1.20 of issued shares

5% and above of issued shares 1 0 503,803,878 0 74.17 0.00 Total 5,381 89 669,286,332 9,988,998 98.52 1.47

SUBSTANTIAL SHAREHOLDERS

Direct Interest Indirect InterestShareholders No. of Shares % No. of Shares %

Lambang Simfoni Sdn Bhd 503,803,878 74.17 - -MTD Capital Bhd 5,573,900 0.82 503,803,878(1) 74.17Alloy Consolidated Sdn Bhd - - 509,377,778(2) 74.99Nikvest Sdn Bhd - - 509,377,778(2) 74.99Dato’ Dr. Nik Hussain bin Abdul Rahman 480,000 0.07 509,377,778(3) 74.99Datin Nik Fuziah binti Dato’ Nik Hussein - - 509,377,778(4) 74.99Mohd Dom Ahmad - - 509,377,778(4) 74.99Ruslan Sulaiman - - 509,377,778(4) 74.99Haji Nik Fauzi bin Dato’ Nik Hussein - - 509,377,778(5) 74.99Nik Faizul bin Dato’ Nik Hussain - - 509,377,778(5) 74.99 Note :(1) Deemed interested through Lambang Simfoni Sdn Bhd, its wholly-owned subsidiary.(2) Deemed interested through MTD Capital Bhd.(3) Deemed interested by virtue of his spouse’s shareholdings in MTD Capital Bhd, his and his children’s shareholdings in Nikvest Sdn Bhd, a

substantial shareholder of MTD Capital Bhd.(4) Deemed interested through Alloy Consolidated Sdn Bhd, a substantial shareholder of MTD Capital Bhd.(5) Deemed interested through Nikvest Sdn Bhd, a substantial shareholder of MTD Capital Bhd.

ANALYSIS OF SHAREHOLDINGS AS AT 24 JULY 2006 Analysis Of Shareholdings As At 24 July 2006


33

DIRECTORS’ SHAREHOLDINGS (Cont’d)

Direct Interest Indirect InterestDirectors No. of Shares % No. of Shares % Dato’ Dr. Nik Hussain bin Abdul Rahman 480,000 0.07 509,377,778 (1) 74.99Dato’ Nik Hassan bin Abdul Rahman 360,000 0.05 - - Note :(1) Deemed interested by virtue of his spouse’s shareholdings in MTD Capital Bhd, his and his children’s shareholdings in Nikvest Sdn Bhd, a

substantial shareholder of MTD Capital Bhd.

Analysis Of Shareholdings As At 24 July 2006


34

THIRTY LARGEST SHAREHOLDERS

No. Shareholders No. of Shares %1. Lambang Simfoni Sdn Bhd 503,803,878 74.172. Permodalan Nasional Berhad 19,806,000 2.923. Employees Provident Fund Board 11,966,400 1.764. MTD Capital Bhd 5,573,900 0.82 5. UOBM Nominees (Asing) Sdn Bhd 5,400,000 0.80 - Societe Generale Bank & Trust, Singapore Branch for Panerai Corporate Ltd6. HSBC Nominees (Tempatan) Sdn Bhd 5,288,498 0.78 - HSBC (Malaysia) Trustee Berhad for Amanah Saham Sarawak7. Amanah Raya Nominees (Tempatan) Sdn Bhd 1,874,300 0.28 - Mayban Dana Yakin8. Mayban Nominees (Tempatan) Sdn Bhd 1,722,000 0.25 - Exempt An for Intrinsic Capital Management Sdn Bhd9. Amanah Raya Nominees (Tempatan) Sdn Bhd 1,300,000 0.19 - Mayban Dana Ikhlas10. TA Nominees (Tempatan) Sdn Bhd 1,145,000 0.17 - Pledged Securities Account for Tan Tai Juk11. Yeoh Kean Hua 900,000 0.1312. PRB Nominees (Tempatan) Sdn Bhd 900,000 0.13 - Rubber Industry Smallholders Development Authority13. Naga Asas Sdn Bhd 880,000 0.1314. ZulkiflybinRafique 840,000 0.1215. Quah Say Hong 800,000 0.1216. TC Parking Sdn Bhd 799,998 0.1217. PRB Nominees (Tempatan) Sdn Bhd 720,000 0.11 - Rubber Industry Smallholders Development Authority18. A. A. Anthony Nominees (Tempatan) Sdn Bhd 700,300 0.10 - Pledged Securities Account for Pauline Koh Siok Huang19. HLG Nominee (Asing) Sdn Bhd 600,000 0.0920. PRB Nominees (Tempatan) Sdn Bhd 600,000 0.09 - Rubber Industry Smallholders Development Authority21. United Overseas Nominees (Tempatan) Sdn Bhd 600,000 0.09 - Pledged Securities Account for Meng Chue @ Leng Yit Hoong 22. HLB Nominees (Tempatan) Sdn Bhd 600,000 0.09 - Pledged Securities Account for Kalaiyarasi A/P R Veerappan 23. ZulkiflibinIsmail 570,000 0.0824. Chan Kok Chye 540,000 0.0825. Citigroup Nominees (Asing) Sdn Bhd 522,000 0.08 - Exempt An for Merrill Lynch Pierce Fenner & Smith Incorporated (Foreign)26. Bumiputra-Commerce Trustee Berhad 502,000 0.07 - Amanah Saham Darul Iman27. HSBC Nominees (Asing) Sdn Bhd 500,000 0.07 - Exempt An for Credit Suisse28. Public Nominees (Tempatan) Sdn Bhd 500,000 0.07 - Pledged Securities Account for Lee Yih Leang 29. HLB Nominees (Tempatan) Sdn Bhd 495,000 0.07 - Pledged Securities Account for Chong Han Peng30. Dato’ Dr. Nik Hussain bin Abdul Rahman 480,000 0.07 570,929,274 84.05

Analysis Of Shareholdings As At 24 July 2006

Financial Statements


35

Directors’ Report 36

Statement by Directors 43

Statutory Declaration 43

Report of the Auditors 44

Income Statements 46

Balance Sheets 47

Statements of Changes in Equity 49

Consolidated Cash Flow Statement 50

Cash Flow Statement 52

Notes to the Financial Statements 54


36

ThedirectorspresenttheirreporttogetherwiththeauditedfinancialstatementsoftheGroupandoftheCompanyforthefinancialyearended31March2006.

PRINCIPAL ACTIVITIES

The principal activity of the Company is that of investment holding.

The principal activities of the subsidiaries, associate and jointly controlled entities are disclosed in Notes 12, 13 and 14 to the financialstatementsrespectively.

Therehavebeennosignificantchangesinthenatureoftheseprincipalactivitiesduringthefinancialyear.

RESULTS

Group Company RM RM

Loss after taxation (118,452,606) (43,702,992)Minority interests 1,992,887 -

Net loss for the year (116,459,719) (43,702,992)

Therewerenomaterialtransferstoorfromreservesorprovisionsduringthefinancialyearotherthanasdisclosedinthestatementsofchangesinequity.

Intheopinionofthedirectors,theresultsoftheoperationsoftheGroupandoftheCompanyduringthefinancialyearwerenot substantially affected by any item, transaction or event of a material and unusual nature other than effects arising from :

i) the litigation between a former subsidiary, Metramac Corporation Sdn. Bhd., (“Metramac”) and Fawziah Holdings Sdn. Bhd. (“FHSB”) resulting in a provision made for potential damages of RM94,599,168 to the Group and to the Companyrespectively,asdisclosedinNote40tothefinancialstatements;and

ii) the impairment loss of RM21,058,865 in respect of the Company’s investment in an associate as disclosed in Note 13tothefinancialstatements.

DIVIDENDS

Afinaldividendinrespectofthefinancialyearended31March2005,of1senless28%taxationon679,275,330ordinaryshares amounting to RM4,890,782 (0.72 sen net per ordinary share) was paid on 20 October 2005.

Thedirectorsdonotrecommendanydividendpaymentinrespectofthecurrentfinancialyear.

Directors’ Report


37

DIRECTORS ThedirectorsoftheCompanyinofficesincethedateofthelastreportandatthedateofthisreportare: Dato’ Dr. Nik Hussain bin Abdul Rahman Dato’ Azmil Khalili bin Dato’ Khalid Dato’ Nik Hassan bin Abdul Rahman Dato’ Yu Wen Chieh Adibah Khairiah binti Ismail @ Daud Dato’ Ir. A. Rashid bin Omar (appointed on 18 October 2005)

DIRECTORS’ BENEFITS

Neitherattheendofthefinancialyear,noratanytimeduringthatyear,didtheresubsistanyarrangementtowhichtheCompanywasaparty,wherebythedirectorsmightacquirebenefitsbymeansofacquisitionofsharesinordebenturesoftheCompany or any other body corporate, other than those arising from the share options granted pursuant to the Employee Share Option Scheme (“ESOS”).

Sincetheendofthepreviousfinancialyear,nodirectorhasreceivedorbecomeentitledtoreceiveabenefit(otherthanbenefitsincludedintheaggregateamountofemolumentsreceivedordueandreceivablebythedirectorsasshowninNote5(b)tothefinancialstatementsorthefixedsalaryofafull-timeemployeeoftheCompany)byreasonofacontractmadebytheCompanyorarelatedcorporationwithanydirectororwithafirmofwhichthedirectorisamember,orwithacompanyinwhichthedirectorhasasubstantialfinancialinterestexceptasdisclosedinNote37tothefinancialstatements.

DIRECTORS’ INTERESTS

Accordingtotheregisterofdirectors’shareholdings,theinterestsofdirectorsinofficeattheendofthefinancialyearinsharesandoptionsoversharesintheCompanyanditsrelatedcorporationsduringthefinancialyearwereasfollows:

Number of Ordinary Shares of RM0.50 Each 1 April 31 March 2005 Bought Sold 2006The CompanyDirect interestDato’ Dr. Nik Hussain bin Abdul Rahman 480,000 - - 480,000 Dato’ Nik Hassan bin Abdul Rahman 360,000 - - 360,000 Indirect interestDato’ Dr. Nik Hussain bin Abdul Rahman 509,377,778 - - 509,377,778

Number of Options Over Ordinary Shares of RM0.50 Each 1 April 31 March 2005 Granted Exercised 2006

Dato’ Dr. Nik Hussain bin Abdul Rahman 960,000 480,000 - 1,440,000 Dato’ Azmil Khalili bin Dato’ Khalid 960,000 480,000 - 1,440,000 Dato’ Nik Hassan bin Abdul Rahman 720,000 360,000 - 1,080,000

Directors’ Report (Cont’d.)


38

DIRECTORS’ INTERESTS (Cont’d.)

Number of ordinary shares of RM1.00 each 1 April 31 March 2005 Bought Sold 2006Ultimate Holding Company - MTD Capital Bhd.

Direct InterestDato’ Dr. Nik Hussain bin Abdul Rahman 4 - - 4 Dato’ Azmil Khalili bin Dato’ Khalid 3,940 - - 3,940 Dato’ Nik Hassan bin Abdul Rahman 347,000 - - 347,000 Dato’ Yu Wen Chieh 30,000 - - 30,000

Indirect Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 63,362,494 - (2,000,000) 61,362,494

Number of Options Over Ordinary Shares of RM1.00 Each 1 April 31 March 2005 Granted Exercised 2006Ultimate Holding Company - MTD Capital Bhd.

Dato’ Dr. Nik Hussain bin Abdul Rahman 480,000 160,000 - 640,000Dato’ Azmil Khalili bin Dato’ Khalid 480,000 160,000 - 640,000Dato’ Nik Hassan bin Abdul Rahman 240,000 120,000 - 360,000

Number of Warants 1 April 31 March 2005 Additions Sold 2006Ultimate Holding Company - MTD Capital Bhd.

Dato’ Dr. Nik Hussain bin Abdul Rahman 511,000 - - 511,000 Dato’ Yu Wen Chieh 16,000 - (16,000) -



39

DIRECTORS’ INTERESTS (Cont’d.) Number of Ordinary Shares of RM0.60 Each 1 April 31 March 2005(1) Bought Sold 2006Related Company - MTD InfraPerdana Bhd.

Direct Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 52 - - 52 Dato’ Azmil Khalili bin Dato’ Khalid 12,970 - - 12,970 Dato’ Nik Hassan bin Abdul Rahman 246,000 - - 246,000 Dato’ Yu Wen Chieh 15,000 - - 15,000

Indirect Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 829,596,331 81,160,300 (25,200,000) 885,556,631

(1) Number of ordinary shares of RM0.80 each By virtue of his interests in the shares in MTD Capital Bhd. and under Section 6A of the Companies Act, 1965, Dato’ Dr. Nik Hussain bin Abdul Rahman is deemed interested in the shares in all the subsidiaries and related companies to the extent MTD Capital Bhd. has an interest.

NoneoftheotherdirectorsinofficeattheendofthefinancialyearhadanyinterestinsharesintheCompanyoritsrelatedcorporationsduringthefinancialyear.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

SignificanteventsduringthefinancialyeararedetailedinNote41tothefinancialstatements. EMPLOYEE SHARE OPTION SCHEME

The Metacorp ESOS is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on 4 December 2002. The main features of the ESOS are as follows: (a) the ESOS shall be in force for a period of five years from the date of the receipt of the last of the requisite

approvals; (b) eligible persons are employees of theGroup (including ExecutiveDirectors) who have been confirmed in the

employment of the Group and have served for at least one year before the date of offer. The eligibility for participation intheESOSshallbeatthediscretionoftheOptionsCommitteeappointedbytheBoardofDirectors;

(c) the total number of shares to be issued under the ESOS shall not exceed in aggregate 10% of the issued share capital

oftheCompanyatanypointintimeduringthetenureoftheESOS;



40

EMPLOYEE SHARE OPTION SCHEME (Cont’d.)

(d) theoptionpriceforeachshareshallbetheaverageofthemeanmarketquotationofsharesintheCompanyinthedailyofficiallistissuedbytheBursaMalaysiaSecuritiesBerhadforthefivetradingdaysprecedingthedateofoffer,ortheparvalueofthesharesintheCompanyofRM0.50,whicheveristhehigher;

(e) nooptionshallbegrantedforlessthan1,000sharesnormorethan500,000sharestoanyeligibleemployee;

(f) an option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing to the

Companycommencingfromthedateoftheofferbutbeforetheexpiryoffiveyearsfromthedateofthereceiptofthelastoftherequisiteapprovals;

(g) all new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari passu in all respectswiththeexistingordinarysharesoftheCompanyotherthanasmaybespecifiedinaresolutionapprovingthedistributionofdividendspriortotheirexercisedates;and

(h) the persons to whom the options have been granted have no right to participate by virtue of the options in any share issue of any other company.

As at balance sheet date, a total amount of 1,940,000 ordinary options have been exercised by the grantees. The other terms oftheESOSaredisclosedinNote31tothefinancialstatements.

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the names of employees who have been granted options to subscribe for less than 240,000 ordinary shares of RM0.50 each. The list of employeesgrantedoptionstosubscribefor240,000ormoreordinarysharesofRM0.50eachduringthefinancialyearareas follows: Number of Options Over Ordinary Shares of RM0.50 Each 1 April 31 March 2005 Granted Exercised 2006

Md Rijaluddin bin Mohd Salleh 672,000 336,000 - 1,008,000 Abdul Jamil bin Abdullah 528,000 - - 528,000 Tee Kim Siew 528,000 336,000 - 864,000 Shamsudin bin Yusof 360,000 240,000 - 600,000 Vincent Wong Tuck Leong 480,000 - - 480,000 Mohd Nadzari bin Hj Bachek 480,000 288,000 - 768,000 Fazlyaton Hussein - 264,000 - 264,000 Haslina Alias - 264,000 - 264,000



41

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 had been taken in relation to the writing off of bad debts and the making of provisionfordoubtfuldebtsandsatisfiedthemselvesthatallknownbaddebtshadbeenwrittenoffandthatadequateprovisionhadbeenmadefordoubtfuldebts;and

(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

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

(i) the amount written off for bad debts or the amount of the provision for doubtful debts in respect of these financialstatementsinadequatetoanysubstantialextent;and

(ii) thevaluesattributed to thecurrentassets in thefinancial statementsof theGroupandof theCompanymisleading.

(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

orfinancialstatementsoftheGroupandoftheCompanywhichwouldrenderanyamountstatedinthefinancialstatements misleading.

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

(i) anychargeontheassetsoftheGrouporoftheCompanywhichhasarisensincetheendofthefinancialyearwhichsecurestheliabilitiesofanyotherperson;or

(ii) anycontingentliabilityoftheGrouporoftheCompanywhichhasarisensincetheendofthefinancialyear. (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 oftwelvemonthsaftertheendofthefinancialyearwhichwillormayaffecttheabilityoftheGrouporofthe Company to meet their obligations when they fall due other than any liabilities that may arise from the litigationbetweenMetramacandFHSBasdetailedinNote40tothefinancialstatements;and

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

thefinancialyearandthedateofthisreportwhichislikelytoaffectsubstantiallytheresultsoftheoperationsoftheGrouporoftheCompanyforthefinancialyearinwhichthisreportismade.



42

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.

DATO’ DR NIK HUSSAIN BIN ABDUL RAHMAN

DATO’ AZMIL KHALILI BIN DATO’ KHALID

Selangor Darul Ehsan, Malaysia26 July 2006





43

We, Dato’ Dr. Nik Hussain bin Abdul Rahman and Dato’ Azmil Khalili bin Dato’ Khalid, being two of the directors of Metacorp Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 46 to 106 are 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 the financial position of the Group and of the Company as at 31 March 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.

DATO’ DR NIK HUSSAIN BIN ABDUL RAHMAN DATO’ AZMIL KHALILI BIN DATO’ KHALID

Selangor Darul Ehsan, Malaysia 26 July 2006

Statement By DirectorsPursuant To Section 169(15) Of The Companies Act, 1965

Statutory DeclarationPursuant To Section 169(16) Of The Companies Act, 1965

I, Dato’ Azmil Khalili bin Dato’ Khalid, being the director primarily responsible for the financial management of MetacorpBerhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 46 to 106 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 theabovenamed DATO’ AZMIL KHALILIBIN DATO’ KHALID at Selangor Darul DATO’ AZMIL KHALILI BIN DATO’ KHALIDEhsan, Malaysia on 26 July 2006

Before me,


Selangor Darul Ehsan, Malaysia



Before me,


44

Wehaveauditedthefinancialstatementssetoutonpages46to106.ThesefinancialstatementsaretheresponsibilityoftheCompany’s directors.

Itisourresponsibilitytoformanindependentopinion,basedonouraudit,onthefinancialstatementsandtoreportouropinion 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.

WeconductedourauditinaccordancewithapplicableApprovedStandardsonAuditinginMalaysia.Thosestandardsrequirethatweplanandperform theaudit toobtain reasonableassuranceaboutwhether thefinancial statementsare freeofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancialstatements.Anauditalsoincludesassessingtheaccountingprinciplesusedandsignificantestimatesmadebythedirectors,aswellasevaluatingtheoverallpresentationofthefinancialstatements.Webelievethatourauditprovidesareasonable basis for our opinion.

In our opinion:

(a) thefinancialstatementshavebeenproperlydrawnupinaccordancewiththeprovisionsoftheCompaniesAct,1965and applicable MASB Approved Accounting Standards in Malaysia so as to give a true and fair view of:(i) thefinancialpositionoftheGroupandoftheCompanyasat31March2006andoftheresultsandthecash

flowsoftheGroupandoftheCompanyfortheyearthenended;and

(ii) themattersrequiredbySection169oftheCompaniesAct,1965tobedealtwithinthefinancialstatements;and

(b) theaccountingandother recordsand the registers requiredby theAct tobekeptby theCompanyandby itssubsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

In formingouropinion,wehaveconsidered theadequacyofdisclosuresmade inNote40 to thefinancial statementsconcerning the uncertainty of the potential losses arising from a litigation suit between a former subsidiary, Metramac Corporation Sdn. Bhd. (“Metramac”) and FawziahHolding Sdn. Bhd. (“FHSB”).As detailed inNote 40 to the financialstatements, the Company had on 1 December 2005 completed the sale of Metramac to a related company, MTD InfraPerdana Bhd.(“MTDInfraPerdana”)foracashconsiderationofRM245million.Subsequenttothedisposal,theCompanyreceivedanotice from MTD InfraPerdana seeking compensation for loss and damages in the event the Federal Court gives judgement in favour of FHSB in relation to:

(i) a sum of RM65,182,920 to be payable to FHSB for loss of advertising rights with interest to be calculated on the judgement at a rate of 4% per annum from the date of Writ of Summons (7 March 1995) to 12 January 2006 and at a rate of 8% per annum thereafter. The Company and the Group have made a provision for potential damages of RM94,599,168forthefinancialyearended31March2006inrespectofthisjudgement;and

Report Of The Auditors To The Members Of MeTACORP BeRhAD (Incorporated In Malaysia)


45

(ii) the sums received by Metramac from any source under a Replacement Concession Agreement dated 13 February 1992 less all such just and true expenses as the Registrar may in accordance with law permits. The sum to be certified by the Registrar together with interest thereon at a rate of 4% per annum with effect from the date of the Writ shall be payable by Metramac to FHSB. As at balance sheet date and the date of this report, the inquiry has yet to be completed. No provision has been made in these financial statements for the potential loss that may arise from the certified inquiry as it is presently not quantifiable.

In view of the significance of the above matters, we consider that these disclosures should be drawn to your attention. Our opinion is not qualified in these respects.

We have considered the financial statement and the auditors’ report thereon of the subsidiary of which we have not acted as auditors, as indicated in Note 12 to the financial statements, being financial statements that have been included in the consolidated financial statements.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes.

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

ERNST & YOUNG SEE HUEY BENGAF: 0039 No. 1495/03/07(J)Chartered Accountants Partner

Kuala Lumpur, Malaysia26 July 2006

ERNST & YOUNG SEE HUEY BENGNo. 1495/03/07(J)Partner

Report Of The Auditors (Cont’d.)


46

Group Company 2006 2005 2006 2005 Note RM RM RM RM

Revenue 3 95,149,404 116,443,920 7,161,298 3,597,870 Cost of sales 4 (52,484,324) (63,266,457) - -

Grossprofit 42,665,080 53,177,463 7,161,298 3,597,870 Other operating income 9,247,065 23,720,221 2,059,878 437,071 Administrative expenses (16,430,214) (18,324,603) (1,446,963) (1,320,399)Selling and distribution expenses (940,734) (473,287) - - Other operating expenses (8,070,548) (15,188,193) (49,176,687) (7,233,605)

Profit/(Loss)fromoperations 5 26,470,649 42,911,601 (41,402,474) (4,519,063)Provision for potential damages (94,599,168) - - -Finance costs 6 (9,088,433) (11,795,495) (491,241) (581,601)Share of results of associates (30,264,956) (9,927,131) - - Share of results of jointly controlled entities (1,345,259) (1,185,523) - -

(Loss)/profitbeforetaxation (108,827,167) 20,003,452 (41,893,715) (5,100,664)

Taxation 7 Company and subsidiaries (9,600,853) (13,810,891) (1,809,277) (296,286) Associate (24,586) 60,648 - -

(9,625,439) (13,750,243) (1,809,277) (296,286)

(Loss)/profitaftertaxation (118,452,606) 6,253,209 (43,702,992) (5,396,950)Minority interests 1,992,887 2,589,077 - -

Net(loss)/profitfortheyear (116,459,719) 8,842,286 (43,702,992) (5,396,950) (Loss)/earnings per share 8 (17.1) sen 1.3 sen Dividend per share 9 - 0.7

Income Statements For The Year ended 31 March 2006


47

Balance Sheets As At 31 March 2006

Group Company Note 2006 2005 2006 2005 RM RM RM RM

NON-CURRENT ASSETS Property, plantandequipment 10 80,677,193 84,088,477 782,997 1,000,883 Investment property 11 81,364,000 81,364,000 - - Subsidiaries 12 - - 11,790,043 188,073,437 Associate 13 42,704,900 73,273,332 73,208,753 94,267,618 Jointly controlled entities 14 758,196 2,512,581 5 1 Investments 15 2,718,091 3,478,147 3,521,578 4,281,634 Heavy repairs 16 - 6,160,723 - - System development expenditure 17 - 2,828,548 - - Expressway development expenditure 18 - 100,770,305 - - Goodwill 19 1,534,380 40,640,510 - - Deferred construction cost 20 - - - - Land held for property development 21 116,488,883 114,924,547 - - Fixed deposits with licensed banks 22 1,716,834 1,666,061 - - 327,962,477 511,707,231 89,303,376 287,623,573

CURRENT ASSETS Property development costs 21 39,347,162 52,451,515 - - Inventories 23 48,894,841 30,750,912 - - Trade receivables 24 14,101,799 17,175,735 - - Other receivables 25 7,289,601 14,038,213 3,689,811 2,247,455 Due from subsidiaries 26 - - 234,868,985 202,897,641 Tax recoverable 424,553 1,322,060 117,407 1,249,967 Cash, deposits and bank balances 22 142,220,044 97,404,433 92,811,828 54,757,542

252,278,000 213,142,868 331,488,031 261,152,605


48

Group Company Note 2006 2005 2006 2005 RM RM RM RM

CURRENT LIABILITIES Trade payables 27 27,786,935 24,825,695 - - Other payables 28 20,353,520 46,813,019 138,721 24,728,496 Due to subsidiaries 26 - - - 149,068,999 Borrowings 29 3,999,979 20,666,676 199,979 266,676 Provision for potential damages 30 94,599,168 - 94,599,168 - Tax payable 1,133,304 4,008,573 - -

147,872,906 96,313,963 94,937,868 174,064,171 NET CURRENT ASSETS 104,405,094 116,828,905 236,550,163 87,088,434 432,367,571 628,536,136 325,853,539 374,712,007 FINANCED BY: Share capital 31 339,637,665 339,637,665 339,637,665 339,637,665 Share premium 32 - - - - Reserves 33 885,340 1,069,684 472,400 472,400 (Accumulatedlosses)/Retainedprofits 34 (7,794,825) 113,240,450 (14,256,526) 34,337,248

Shareholders’equity 332,728,180 453,947,799 325,853,539 374,447,313 Minority interests - 1,992,887 - - 332,728,180 455,940,686 325,853,539 374,447,313

NON-CURRENT LIABILITIES Borrowings 29 98,198,211 152,998,190 - 199,979 Deferred tax liabilities 35 1,441,180 17,640,447 - 64,715 Subsidy account 36 - 1,956,813 - -

99,639,391 172,595,450 - 264,694 432,367,571 628,536,136 325,853,539 374,712,007

Theaccompanyingnotesformanintegralpartofthefinancialstatements.

Balance Sheets (Cont’d.)


49

Statement Of Changes In equity For The Year ended 31 March 2006

Non-distributable Distributable Retained Capitalisation Foreign profits/ Share Share Revaluation of subsidiaries exchange (Accumulated Note capital premium reserve profit reserve losses) Total RM RM RM RM RM RM RM

Group At 1 April 2004 13,101,555 222,707,892 349,813 730,000 - 107,851,502 444,740,762 Issue of ordinary shares pursuant to: - ESOS 31 and 32 111,000 263,880 - - - - 374,880 - bonus issue 31 and 32 226,425,110 (222,971,772) - - - (3,453,338) - Exchange translation differences - - - - (10,129) - (10,129)Profitfortheyear - - - - - 8,842,286 8,842,286

At 31 March 2005 339,637,665 - 349,813 730,000 (10,129) 113,240,450 453,947,799 Loss for the year - - - - - (116,459,719) (116,459,719)Dividends 9 - - - - - (4,890,782) (4,890,782)Revaluation reserved realised - - (315,226) - - 315,226 - Exchange translation differences - - - - 130,882 - 130,882

At 31 March 2006 339,637,665 - 34,587 730,000 120,753 (7,794,825) 332,728,180

Non-distributable Distributable Share Share Revaluation (Accumulated Note capital premium reserve losses) Total RM RM RM RM RM

Company

At 1 April 2004 113,101,555 222,707,892 472,400 43,187,536 379,469,383 Issue of ordinary shares pursuant to: - ESOS 31 and 32 111,000 263,880 - - 374,880 - Bonus issue 31 and 32 226,425,110 (222,971,772) - (3,453,338) -

Loss for the year - - - (5,396,950) (5,396,950)

At 31 March 2005 339,637,665 - 472,400 34,337,248 374,447,313 Dividends - - - (4,890,782) (4,890,782) Loss for the year - - - (43,702,992) (43,702,992)

At 31 March 2006 339,637,665 - 472,400 (14,256,526) 325,853,539



50

Consolidated Cash Flow Statement For The Year ended 31 March 2006

2006 2005 RM RMCASH FLOWS FROM OPERATING ACTIVITIES

(Loss)/profitbeforetaxation (108,827,167) 20,003,452 Adjustments for :

Provision for potential damages 94,599,168 - Impairment loss on other investment 760,056 - Amortisation of expressway development expenditure 2,917,280 4,162,548 Amortisation of goodwill 1,650,691 3,753,691 Amortisation of heavy repairs 809,221 2,065,993 Amortisation of system development expenditure 189,536 454,886 Bad debts written off 50,467 367,443 Deferred construction cost written off - 733,514 Depreciationofproperty,plantandequipment 5,233,290 7,937,805 Dividend income (38,647) (198,135)Gainarisingfromcompulsoryacquisitionofland (2,989,895) (11,921,248)Gainondisposalofproperty,plantandequipment (4,367,389) (121,802)Gain on disposal of shares in investments - (9,711,236)Interest expense 8,745,288 11,625,408 Impairment loss on goodwill - 15,180,193 Interest income (5,978,992) (987,424)Unrealised loss/(gain) on foreign exchange 1,475,198 (276,401)Loss on disposal of a subsidiary 5,578,272 - Property,plantandequipmentwrittenoff - 1,801 Share of results of associate 30,264,956 9,927,131 Share of results of jointly controlled entities 1,345,259 1,185,523

Operatingprofitbeforeworkingcapitalchanges 31,416,592 54,183,142 Changes in working capital:

Inventories (18,143,929) (9,279,656)Property development expenditure 22,722,775 7,416,127 Receivables (143,535,917) (6,215,153)Payables 9,343,985 37,171,822

Cash (used in)/generated from operations (98,196,494) 83,276,282 Taxes paid (10,248,840) (16,086,665)Interest received 5,978,992 987,424 Interest paid (8,745,288) (11,625,408)

Net cash (used in)/generated from operating activities (111,211,630) 56,551,633


51

2006 2005 RM RMCASH FLOWS FROM INVESTING ACTIVITIES

Acquisitionofjointlycontrolledentity (4) (4,155,000)Net dividend received 27,826 1,692,049 Investments in heavy repairs - (7,963)Purchase of land held for property development (15,825,700) - Purchaseofproperty,plantandequipment (3,770,639) (1,836,742)Proceeds from disposal of investments - 38,361,200 Proceeds from disposal of subsidiary (Note 12) 202,991,125 - Proceedsfromcompulsoryacquisitionofland 7,632,837 7,081,520 Proceedsfromdisposalofproperty,plantandequipment 5,680,027 1,461,624

Net cash generated from investing activities 196,735,472 42,596,688

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of ordinary shares - 374,880 Payment of dividends (4,890,782) - Repayment of borrowings (35,500,000) (25,200,000)Repayment of hire purchase payables (266,676) (266,676)

Netcashusedinfinancingactivities (40,657,458) (25,091,796)

NET INCREASE IN CASH AND CASH EQUIVALENTS 44,866,384 74,056,525

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 99,070,494 25,013,969

CASH AND CASH EQUIVALENTS AT END OF YEAR (NOTE 22) 143,936,878 99,070,494


Consolidated Cash Flow Statement (Cont’d.)


52

2006 2005 RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before taxation (41,893,715) (5,100,664)Adjustments for :

Provision for potential damages 94,599,168 - Gain on disposal of a subsidiary (70,000,000) - Gainoncompulsoryacquisitionofland (2,059,878) - Provision for doubtful debts - 1,487,360 Depreciationofproperty,plantandequipment 217,886 221,148 Unrealised loss/(gain) on foreign exchange 1,475,198 (276,401)Loss on disposal of shares in investments - 4,118,800 Impairment loss on investments in subsidiaries 1,283,400 1,047,741 Impairment loss on associate 21,058,865 - Impairment loss on other investments 760,056 579,704 Interest expense 169,045 470,882 Dividend income (425,995) (1,747,527)Interest income (6,723,303) (1,838,343)

Operating loss before working capital changes (1,539,273) (1,037,300)Changes in working capital:

Receivables (1,442,356) (543,768)Payables (89,775) 24,267,744 Subsidiaries indebtedness (182,515,541) 1,408,160

Cash (used in)/generated from operations (185,586,945) 24,094,836 Interest paid (169,045) (470,882)Interest received 6,723,303 1,838,343 Tax paid (622,153) (887,602)

Net cash (used in)/generated from operating activities (179,654,840) 24,574,695

CASH FLOWS FROM INVESTING ACTIVITIES Net dividend received 306,716 1,692,049 Acquisitionofsubsidiaries (6) (3)Acquisitionofjointlycontrolledentity (4) - Proceeds from disposal of investments - 38,361,200 Proceeds from disposal of a subsidiary (Note 12) 220,500,000 - Proceedsfromcompulsoryacquisitionofland 2,059,878 -

Net cash generated from investing activities 222,866,584 40,053,246

Cash Flow Statement For The Year ended 31 March 2006


53

2006 2005 RM RM

CASH FLOWS FROM FINANCING ACTIVITIES Payments of dividends (4,890,782) - Repayment of hire purchase payables (266,676) (266,676)Proceeds from issuance of ordinary shares - 374,880 Repayment of short term borrowings - (12,000,000)

Netcashusedinfinancingactivities (5,157,458) (11,891,796)

NET INCREASE IN CASH AND CASH EQUIVALENTS 38,054,286 52,736,145

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 54,757,542 2,021,397

CASH AND CASH EQUIVALENTS AT END OF YEAR (NOTE 22) 92,811,828 54,757,542


Cash Flow Statement (Cont’d.)


54

1. Corporate InformationThe principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are disclosed inNote12 to thefinancial statements.Therehavebeenno significant changes in thenatureof theseprincipalactivitiesduringthefinancialyear.

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main BoardofBursaMalaysiaSecuritiesBerhad(“BursaSecurities”).TheregisteredofficeoftheCompanyislocatedatNo.26, Jalan 2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul Ehsan.

The immediate and ultimate holding company of Metacorp Berhad are Lambang Simfoni Sdn Bhd and MTD Capital Bhd. respectively, both of which are incorporated in Malaysia. MTD Capital Bhd. is also listed on the Main Board of BursaSecurities.TheGroupemploys98(2005:181)employeesattheendofthefinancialyear.TheCompanyhasnoemployeeattheendofthefinancialyearanditsaffairsaremanagedbyemployeesofthesubsidiaries.

ThefinancialstatementswereauthorisedforissuebytheBoardofDirectorsinaccordancewitharesolutionofthedirectors on 26 July 2006.

2. SignificantAccountingPolicies(a) Basis of preparation

ThefinancialstatementsoftheGroupandoftheCompanyhavebeenpreparedunderthehistoricalcostconvention except for the revaluation of certain long term leasehold land included within property, plant and equipment.

The financial statements comply with the provisions of the CompaniesAct, 1965 and applicable MASBApproved Accounting Standards in Malaysia.

(b) Basis of consolidation(i) Subsidiaries

TheconsolidatedfinancialstatementsincludethefinancialstatementsoftheCompanyandallofitssubsidiaries. Subsidiaries are those companies in which the Group has power to exercise control over thefinancialandoperatingpoliciessoastoobtainbenefitsfromtheiractivities.

Subsidiariesareconsolidatedusingtheacquisitionmethodofaccounting.Undertheacquisitionmethodofaccounting,theresultsofsubsidiariesacquiredordisposedofduringthefinancialyearareincludedintheconsolidatedincomestatementsfromtheeffectivedateofacquisitionoruptotheeffectivedateof disposal, as appropriate. The assets and liabilities of the subsidiaries are measured at their fair values atthedateofacquisition.ThedifferencebetweenthecostofanacquisitionandthefairvalueoftheGroup’sshareofthenetassetsoftheacquiredsubsidiaryatthedateofacquisitionisincludedintheconsolidated balance sheet as goodwill or negative goodwill arising on consolidation.

Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and the consolidatedfinancialstatementsreflectexternaltransactionsonly.Unrealisedlossesareeliminatedonconsolidation unless costs cannot be recovered.

Notes To The Financial Statements - 31 March 2006


55

2. SignificantAccountingPolicies(Cont’d.)(b) Basis of consolidation (Cont’d.)

(i) Subsidiaries (Cont’d.)The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s share of its net assets together with any unamortised balance of goodwill and exchange differences.

Minority interests in the consolidated balance sheet consist of the minorities’ share of the fair value of theidentifiableassetsandliabilitiesoftheacquireeasatacquisitiondateandtheminorities’shareofmovementsintheacquiree’sequitysincethen.

(ii) AssociatesAssociatesarethoseentities inwhichtheGroupexercisessignificant influencebutdonotcontrol,throughparticipationinthefinancialandoperatingpoliciesdecisionsoftheentities.

Investments in associates are accounted for in the consolidated financial statements by the equitymethodofaccountingbasedontheauditedormanagementfinancialstatementsof theassociates.Undertheequitymethodofaccounting,theGroup’sshareofprofitslesslossesofassociatesduringthefinancialyearisincludedintheconsolidatedincomestatement.TheGroup’sinterestinassociatesiscarriedintheconsolidatedbalancesheetatcostplustheGroup’sshareofpost-acquisitionretainedprofitsoraccumulatedlossesandotherreserves.

Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the Group’s interest in associates. Unrealised losses are eliminated unless cost cannot be recovered.

(iii) Jointly controlled entityA jointly controlled entity is an entity in which the Group has joint control over its economic activity established under a contractual agreement.

Investmentsinjointlycontrolledentitiesareaccountedforintheconsolidatedfinancialstatementsbytheequitymethodofaccountingbasedontheauditedormanagementfinancialstatementsofthejointlycontrolledentities.Undertheequitymethodofaccounting,theGroup’sshareofprofits lesslossesof jointly controlledentitiesduring thefinancial year is included in theconsolidated incomestatement. The Group’s interest in jointly controlled entities is carried in the consolidated balance sheet atcostplustheGroup’sshareofpost-acquisitionretainedprofitsoraccumulated lossesandotherreserves.

Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated to the extent of the Group’s interest in the jointly controlled entities. Unrealised losses are eliminated unless the cost cannot be recovered.

Notes To The Financial Statements


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2. SignificantAccountingPolicies(Cont’d.)(c) Goodwill

GoodwillrepresentstheexcessofthecostofacquisitionovertheGroup’sinterestinthefairvalueoftheidentifiableassetsandliabilitiesofasubsidiary,associateorjointlycontrolledentityatthedateofacquisition.

Goodwill is stated at cost less accumulated amortisation and impairment losses. Goodwill arising on the acquisitionofsubsidiariesispresentedseparatelyinthebalancesheetwhilegoodwillarisingontheacquisitionof associates and jointly controlled entities is included within the carrying amounts of these investments.

Goodwill arising on consolidation in connection with a former Concession subsidiary was amortised based on the following formula:

Cumulative Gross Toll Revenue To Date Accumulated Amortisation x Total Goodwill - To DateEstimated Total Gross Toll Revenue For The Concession Period

Other goodwill on consolidation is amortised on a straight-line basis over its estimated useful life of 20 years.

(d) Property, Plant and Equipment and DepreciationProperty,plantandequipmentarestatedatcost,modifiedtoincluderevaluationofcertainlongtermleaseholdland, less accumulated depreciation and impairment losses.

Long term leasehold land of a subsidiary has not been revalued since itwas first revalued in 1990.Thedirectors have not adopted a policy of regular revaluations of such asset. As permitted under the transitional provisionsofIAS16(Revised):Property,PlantandEquipment,theseassetscontinuetobestatedattheir1990valuation less accumulated depreciation.

Freehold land is not depreciated. Leasehold lands are depreciated over the period of the respective leases whichrangefrom20yearsto50years.Depreciationofotherproperty,plantandequipmentisprovidedforon a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life at the following annual rates:

Buildings 2% - 5%Plant and machinery 10%Officeequipment 10%-50%Furnitureandfittings 10%-25%Motor vehicles 20%Renovations 10% - 25%

Upon the disposal of an asset, the difference between the net disposal proceeds and the carrying amount is recognised in the income statement and the unutilised portion of the revaluation surplus on that asset is taken directlytoretainedprofits.



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2. SignificantAccountingPolicies(Contd.)(e) Investment Properties

Investment properties consist of investment in land and building that is not substantially occupied for use by, or in the operations, of the Group.

Investment properties are treated as long term investment and are stated at cost. Upon the disposal of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in the income statement.

(f) Investments in Subsidiaries, Associates and Jointly Controlled Entities

The Company’s investments in subsidiaries, associates and jointly controlled entities are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised in the income statement.

(g) Heavy Repairs In prior year, heavy repairs expenditure was capitalised only if such expenditure was expected to generate longtermbenefitstotheexpresswaysandwasamortisedonastraightlinebasisover7years.

(h) System Development ExpenditureIn prior year, system development expenditures relate to the design and development of the system in connection with the previously held Concession. The system development expenditure was amortised on a straight line basis over 10 years.

(i) Expressway Development ExpenditureThis previously comprised development and upgrading expenditure (including interest charges during the constructionperiodrelatingtofinancingofthedevelopment)incurredinconnectionwiththepreviouslyheldConcession. The cumulative expenditure incurred was amortised on commencement of operations over the Concession Period based on the following formula:

Cumulative Gross Toll Cumulative Revenue To Date Expressway Accumulated x Development - AmortisationEstimated Total Gross Toll Expenditure To DateRevenue For The Concession Period

(j) Land Held for Property Development and Property Development Costs (i) Land held for property development

Land held for property development consists of land where no development activities have been carried out or where development activities are not expected to be completed within the normal operatingcycle.Suchlandisclassifiedwithinnon-currentassetsandisstatedatcostlessanyaccumulatedimpairment losses.

Landheldforpropertydevelopmentisreclassifiedaspropertydevelopmentcostsatthepointwhendevelopment activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle.



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2. SignificantAccountingPolicies(Cont’d.)(j) Land Held for Property Development and Property Development Costs (Cont’d.)

(ii) Property development costsProperty development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

Whenthefinancialoutcomeofadevelopmentactivitycanbereliablyestimated,propertydevelopmentrevenue 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, propertydevelopment revenue is recognised only to the extent of property development costs 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 cost 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.

Theexcessof revenue recognised in the incomestatementoverbillings topurchasers is classifiedas accrued billings within trade receivables and the excess of billings to purchasers over revenue recognisedintheincomestatementisclassifiedasprogressbillingswithintradepayables.

(k) InventoriesPropertiesheldforresalearestatedatthelowerofcostandnetrealisablevalue.Costisdeterminedonthespecificidentificationbasisandincludescostsofland,constructionandappropriatedevelopmentoverheads.

(l) Cash and Cash EquivalentsForthepurposesofthecashflowstatements,cashandcashequivalentsincludecashonhandandatbank,depositsatcallandshorttermhighlyliquidinvestmentswhichhaveaninsignificantriskofchangesinvalue,net of outstanding bank overdrafts.

(m) Leases A lease is recognisedasafinance lease if it transfers substantially to theGroupall the risksandrewardsincidenttoownership.Allotherleasesareclassifiedasoperatingleases.

(i) Finance leases

Assetsacquiredbywayofhirepurchaseorfinanceleasesarestatedatanamountequaltothelowerof their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings. In calculating the present value of the minimum lease payments, thediscountfactorusedistheinterestrateimplicitinthelease,whenitispracticabletodetermine;otherwise, the Group’s incremental borrowing rate is used.



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2. SignificantAccountingPolicies(Cont’d.)(m) Leases (Cont’d.)

(i) Finance leases (Contd.)Leasepayments areapportionedbetween thefinancecosts and the reductionof theoutstandingliability. Finance costs, which represent the difference between the total leasing commitments and the fairvalueoftheassetsacquired,arerecognisedasanexpenseintheincomestatementoverthetermof the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is consistent with that for depreciable property, plant and equipmentasdescribedinNote2(d).

(ii) Operating leases

Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the term of the relevant lease.

(n) Provisions for LiabilitiesProvisions for liabilities are recognised when the Group has a present obligation as a result of a past event anditisprobablethatanoutflowofresourcesembodyingeconomicbenefitswillberequiredtosettletheobligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the currentbest estimate. Where theeffectof the time valueofmoney ismaterial,theamountofaprovisionisthepresentvalueoftheexpenditureexpectedtoberequiredtosettlethe obligation.

(o) Income Tax

Incometaxontheprofitorlossfortheyearcomprisescurrentanddeferredtax.Currenttaxistheexpectedamountofincometaxespayableinrespectofthetaxableprofitfortheyearandismeasuredusingthetaxrates 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. Inprinciple, 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 thatitisprobabletaxableprofitwillbeavailableagainstwhichthedeductibletemporarydifferences,unusedtax 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 whichisnotabusinesscombinationandatthetimeofthetransaction,affectsneitheraccountingprofitnortaxableprofit.

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 whichisrecogniseddirectlyinequity, inwhichcasethedeferredtaxisalsochargedorcrediteddirectlyinequity,orwhenitarisesfromabusinesscombinationthatisanacquisition,inwhichcasethedeferredtaxisincluded in the resulting goodwill or negative goodwill.



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2. SignificantAccountingPolicies(Cont’d.) (p) EmployeeBenefits

(i) ShorttermbenefitsWages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Definedcontributionplans

As required by law, the Group make contributions to the state pension scheme, the EmployeesProvident Fund (“EPF”). The Group’s foreign subsidiaries make contributions to their respective countries’ statutory pension scheme. Such contributions are recognised as an expense in the income statement as incurred.

(iii) EquitycompensationbenefitsThe Metacorp Berhad Employee Share Options Scheme (“ESOS”) allows the Group’s employees to acquireordinarysharesoftheCompany.Nocompensationcostorobligationisrecognised.Whentheoptionsareexercised,equityisincreasedbytheamountoftheproceedsreceived.

(q) Revenue RecognitionRevenueisrecognisedwhenitisprobablethattheeconomicbenefitsassociatedwiththetransactionwillflowto the enterprise and the amount of the revenue can be measured reliably. (i) Sale of properties under development and property stocks

Revenue from sale of properties under development is accounted for by the stage of completion method as described in Note 2(j)(ii).

Revenue from saleofproperty stocks is recognisedwhen significant risks and rewardshavebeenpassed to the purchasers.

(ii) Revenue from energy operations Revenue from energy operations is recognised upon performance of services based on net invoiced value less discount.

(iii) Revenue from toll operations

Revenue from toll operations is recognised based on the gross collection from toll designated under the Concession Agreement.

(iv) Gain arising from compulsory acquisition of land Gainarisingfromcompulsoryacquisitionoflandisrecognisedwhensignificantrisksandrewardspasstotheacquirer.

(v) Rental income Rental income is recognised on an accrual basis.



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2. SignificantAccountingPolicies(Cont’d.)(q) Revenue Recognition (Cont’d.)

(vi) Interest income Interestincomeisrecognisedonatimeproportionbasisthatreflectstheeffectiveyieldontheasset.

(vii) Dividend income Dividend income is recognised when the right to receive payment is established.

(r) 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 the transaction. At each balance sheet date, foreign currency monetary items are translated into Ringgit Malaysia at exchange rates ruling at that date. Non-monetary items initially denominated in foreign currencies, which are carried at historical cost are translated using the historical rate as of thedateofacquisitionandnon-monetaryitemswhicharecarriedatfairvaluearetranslatedusingtheexchange rate that existed when the values were determined. All exchange differences are taken to the income statement.

(ii) Foreign entities

Financial statements of foreign consolidated subsidiaries 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 totheincomestatement.Allresultingtranslationdifferencesarerecognisedinequity.

Goodwillandfairvalueadjustmentsarisingontheacquisitionofaforeignentityaretreatedasassetsandliabilities 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 used are as follows: 2006 2005 RM RM Australian Dollar 2.64 2.96

(s) 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 priceandvalueinuse,whichismeasuredbyreferencetodiscountedfuturecashflows.

An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset.



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2. SignificantAccountingPolicies(Contd.)(t) Financial Instruments

Financial instruments are recognised in the balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Financialinstrumentsareclassifiedasliabilitiesorequityinaccordancewiththesubstanceofthecontractualarrangement.Interest,dividends,gainsandlossesrelatingtoafinancialinstrumentclassifiedasaliability,arereported as expense or income.Distributions to holders of financial instruments classified as equity arerecogniseddirectlyinequity.FinancialinstrumentsareoffsetwhentheGrouphasalegallyenforceablerighttooffset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously. (i) Other Non-Current Investments

Non-current investments other than investments in subsidiaries, associates, jointly controlled entities and investment properties are stated at cost less impairment losses. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income statement.

(ii) Trade and Other Receivables

Trade and other receivables are carried at anticipated realisable values. Bad debts are written off when identified.Anestimateismadefordoubtfuldebtsbasedonareviewofalloutstandingamountsasatthe balance sheet date.

(iii) Trade and Other Payables

Trade and other payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.

(iv) Interest-Bearing BorrowingsInterest-bearing bank borrowings and overdrafts are recorded at the amount of proceeds received, net of transaction costs.

Borrowingcostsdirectlyattributabletotheacquisition,constructionorproductionofqualifyingassets,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 time as the assets are substantially ready for their intended use or sale. The amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate which is the weighted average of the borrowings costs applicable to theGroup’sborrowingsthatareoutstandingduringtheyear,otherthanborrowingsmadespecificallyforthepurposeofobtaininganotherqualifyingasset.

Forborrowingmadespecificallyforthepurposeofobtainingaqualifyingasset,theamountofborrowingcosts eligible for the capitalisation is the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of that borrowing. All other borrowing costs are charged to the income statement as an expense in the period in which they are incurred.



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2. SignificantAccountingPolicies(Cont’d.)(v) Equity Instruments

Ordinarysharesareclassifiedasequity.Dividendsonordinarysharesarerecognisedinequityintheperiod in which they are declared.

Thetransactioncostsofanequitytransactionareaccountedforasadeductionfromequity,netoftax.Equitytransactioncostscompriseonlythoseincrementalexternalcostsdirectlyattributabletotheequitytransactionwhichwouldotherwisehavebeenavoided.

3. Revenue Group Company 2006 2005 2006 2005 RM RM RM RM

Property development revenue 40,739,486 39,124,429 - - Energy income 11,250,898 10,924,273 - - Toll income 21,786,059 49,434,819 - - Rental income 14,192,976 13,724,300 12,000 12,000 Dividend income 38,647 198,135 425,995 1,747,527 Interest income 4,953,270 332,899 6,723,303 1,838,343 Sales of completed properties 2,185,088 2,705,065 - - Quarry income 2,980 - - - 95,149,404 116,443,920 7,161,298 3,597,870

4. Cost of Sales Group 2006 2005 RM RM

Property development cost 33,046,823 32,851,786 Cost of completed properties 1,204,161 1,579,721 Cost of energy operations 6,189,907 6,037,993 Cost of toll operations 9,812,900 19,078,176 Rent of properties and related expenses 1,683,913 946,349 Depreciationofproperty,plantandequipment - 2,772,432Quarry expenses 546,620 - 52,484,324 63,266,457



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5. Profit/(loss)fromOperations Group Company 2006 2005 2006 2005 RM RM RM RMProfit/(loss)fromoperationsis stated after charging/(crediting): Staff costs (note a) 5,478,467 7,330,804 - - Auditors’ remuneration - statutory audit 108,305 110,500 9,000 9,000 - other services 56,492 - - - Amortisation of expressway development expenditure 2,917,280 4,162,548 - - Amortisation of heavy repairs 809,221 2,065,993 - - Amortisation of goodwill 1,650,691 3,753,691 - - Amortisation of system development expenditure 189,536 454,886 - - Bad debts written off 50,467 367,443 - - Deferred construction cost written off - 733,514 - - Depreciation of property, plantandequipment 5,233,290 7,937,805 217,886 221,148Directors’ remuneration (excludingbenefits-in-kind)(noteb) 1,029,496 957,924 174,879 185,000Impairment losses on - goodwill - 15,180,193 - - - investments in subsidiaries - - 1,283,400 1,047,741 - investments in associate - - 21,058,865 - - other investments 760,056 - 760,056 579,704 Property,plantandequipmentwrittenoff - 1,801 - -Provision for doubtful debts - - - 1,487,360 Rentofequipment 7,900 - - -Rentofofficeequipment 113,696 16,850 - -Rentofofficepremises 90,366 24,220 - -Gain arising from compulsory acquisitionofland (2,989,895) (11,921,248) (2,059,878) -Gain on disposal of property, plantandequipment (4,367,389) (121,802) - -(Gain)/loss on disposal of investments - (9,711,236) - 4,118,800



65

5. Profit/(loss)fromOperations(Cont’d.) Group Company 2006 2005 2006 2005 RM RM RM RMProfit/(loss)fromoperationsis stated after charging/(crediting): Loss/(gain) arising from disposal of a subsidiary (Note 12) 5,578,272 - (70,000,000) - Gross dividends received/receivables from: - associates - - (387,348) (1,549,392) - other investments (38,647) (198,135) (38,647) (198,135) Unrealised loss/(gain) on foreign exchange 1,475,198 (276,401) 1,475,198 (276,401) Interest income received/receivables from: -financialinstitutions (2,644,307) (987,424) (1,618,585) (332,899) - subsidiaries - - (1,770,033) (1,505,444) - related company (3,334,685) - (3,334,685) - Rental income (150,000) (164,051) (12,000) (12,000)

Group 2006 2005 RM RM (a) Staff costs, (excluding directors’ remuneration) comprised:

Wages and salaries 4,453,987 5,936,191 Social security costs 38,314 52,478 Pensioncosts-definedcontributionplan 602,492 790,955Other staff related expenses 383,674 551,180

5,478,467 7,330,804

(b) Directors’ remuneration Group Company 2006 2005 2006 2005 RM RM RM RM

Directors of the Company - fees 184,879 209,000 174,879 185,000 - emoluments 405,716 285,600 - - -benefits-in-kind 28,000 28,000 28,000 28,000

618,595 522,600 202,879 213,000



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5. Profit/(loss)fromOperations(Cont’d.)(b) Directors’ remuneration (Cont’d.) Group Company 2006 2005 2006 2005 RM RM RM RM

Other directors - fees 119,177 20,000 - - - emoluments 319,724 443,324 - - -benefits-in-kind 10,333 21,200 - -

449,234 484,524 - - Total 1,067,829 1,007,124 202,879 213,000

ThenumberofdirectorsoftheGroupwhosetotalremunerationduringthefinancialyearfellwithintherespectivebands is analysed below:

Number of Directors 2006 2005 Executive Non-Executive Executive Non-Executive Directors Directors Directors Directors Directors of the Company: Below RM50,000 1 4 1 3 RM50,001 - RM100,000 - - 1 - RM150,001 - RM200,000 1 - - - RM300,001 - RM350,000 1 - 1 -

Other directors: Below RM50,000 - - - 1 RM100,001 - RM150,000 1 - - - RM150,001 - RM200,000 2 - - 1 RM250,001 - RM300,000 - - - 1



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6. Finance Costs

Group Company 2006 2005 2006 2005 RM RM RM RM Interest expense on: - term loans 8,576,243 9,979,754 - - - revolving credits - 1,619,254 - 444,482 - hire purchase 26,400 26,400 26,400 26,400 - related companies 142,645 - 142,645 - - others 343,145 170,087 322,196 110,719 9,088,433 11,795,495 491,241 581,601

7. Taxation Group Company 2006 2005 2006 2005 RM RM RM RM

Malaysian income tax: - current year 9,141,031 8,572,232 1,873,992 358,659 - (over)/under provision in prior year (859,132) 3,018,336 - (62,373) 8,281,899 11,590,568 1,873,992 296,286

Deferred tax (Note 35): - Relating to origination and reversal of temporary differences 1,318,954 2,617,653 (64,715) - - Over provisions in prior year - (397,330) - -

1,318,954 2,220,323 (64,715) -

Share of taxation of associate 24,586 (60,648) - - 9,625,439 13,750,243 1,809,277 296,286

Income tax of the Group and of the Company is calculated at the statutory tax rate of 28% (2005: 28%) of the estimatedassessableprofitfortheyearexceptforcertainsubsidiariesofwhichthedomesticincometaxduringthecurrentfinancialyeariscalculatedattheMalaysianstatutorytaxrateof20%oftheestimatedassessableprofituptoRM500,000 (2005: RM500,000) for the year.



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7. Taxation (Cont’d.)Areconciliationofincometaxexpenseapplicableto(loss)/profitbeforetaxationatthestatutoryincometaxratetoincome tax expense at the effective income tax rate of the Group and of the Company is as follows: 2006 2005 RM RM Group (Loss)/profitbeforetaxation (108,827,167) 20,003,452

Taxation at statutory tax rate of 28% (2005: 28%) (30,471,607) 5,600,967 Effect of income subject to tax rate of 20% (40,000) (40,000)Income not subject to tax (2,230,624) (6,168,592)Expenses not deductible for tax purposes 40,864,931 10,306,492 Deferred tax assets not recognised during the year 2,361,871 1,430,370 Over provision of deferred tax in prior years - (397,330)(Over)/under provision of income tax in prior years (859,132) 3,018,336

Tax expense for the year 9,625,439 13,750,243

Company 2006 2005 RM RM

Loss before taxation (41,893,715) (5,100,664)

Taxation at statutory tax rate of 28% (2005: 28%) (11,730,240) (1,428,186)Income not subject to tax (20,176,766) (511,222) Expenses not deductible for tax purposes 33,298,860 2,298,067 Deferred tax assets not recognised during the year 417,423 - Over provision of income tax in prior years - (62,373)

Tax expense for the year 1,809,277 296,286



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8. (Loss)/EarningsPerShare Basic(loss)/earningspershare iscalculatedbydividingthenet(loss)/profit for theyearbytheweightedaverage

numberofordinarysharesinissueduringthefinancialyear.

2006 2005 RM RM

Net(loss)/profitfortheyear(RM) (116,459,719) 8,842,286Weighted average number of ordinary shares in issue 679,275,330 679,221,830

Basic (loss)/earnings per share (17.1) sen 1.3 sen

No diluted (loss)/earning per share is presented as the effect of the options under Metacorp ESOS is anti-dilutive.

9. Dividend Per Share Net Dividend Amount per Share 2006 2005 2006 2005 RM RM Sen Sen Inrespectoffinancialyearended31March2005: Firstandfinaldividendof1sen less 28% taxation per ordinary share of RM0.50 each paid on 20 October 2005 - 4,890,782 - 0.7

- 4,890,782 - 0.7



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10. Property, Plant and Equipment

Long term

Leasehold Freehold Plantand Office Furniture Motor

Land Buildings Land Machinery Equipment and Fittings Vehicles Renovations Total

Group RM RM RM RM RM RM RM RM RM

At 1 April 2005

- At valuation 1,793,500 - - - - - - - 1,793,500

- At cost 526,763 14,555,724 6,275,408 72,001,046 4,233,668 2,167,236 2,975,909 11,689,535 114,425,289

Additions - 985,195 - 2,343,019 94,735 810 346,880 - 3,770,639

Disposals (1,793,500) - - - - (377,902) - (708,395) (2,879,797)

Reclassification - - - - 4,240 - - (4,240) -

Subsidiary disposed - - - - (3,820,559) (498,897) (1,644,104) (2,746,706) (8,710,266)

Exchange differences - - - - (2,652) - - - (2,652)

At 31 March 2006 526,763 15,540,919 6,275,408 74,344,065 509,432 1,291,247 1,678,685 8,230,194 108,396,713

Accumulated

Depreciation

At 1 April 2005 577,004 2,201,308 - 10,088,395 4,089,486 1,971,149 1,630,780 11,572,190 32,130,312

Depreciation

charge for the year 40,390 726,013 - 3,914,168 131,187 8,524 396,586 16,422 5,233,290

Disposals (480,864) - - - - (377,900) - (708,395) (1,567,159)

Subsidiary disposed - - - - (3,710,988) (466,583) (1,249,075) (2,650,024) (8,076,670)

Exchange differences - - - - (253) - - - (253)

At 31 March 2006 136,530 2,927,321 - 14,002,563 509,432 1,135,190 778,291 8,230,193 27,719,520

Net Book Value

At 31 March 2006 390,233 12,613,598 6,275,408 60,341,502 - 156,057 900,394 1 80,677,193

At 31 March 2005 1,743,259 12,354,416 6,275,408 61,912,651 144,182 196,087 1,345,129 117,345 84,088,477

Details at 1 April 2004

Cost 526,763 16,017,348 6,275,408 70,432,737 4,400,414 2,193,567 2,873,288 11,568,433 114,287,958

Valuation 1,793,500 - - - - - - - 1,793,500

Accumulated

depreciation 508,509 1,575,729 - 6,547,467 4,041,352 1,711,101 1,110,114 9,057,670 24,551,942

Depreciation

charge for

year ended

31 March 2005 68,495 747,381 - 3,540,928 248,834 296,981 520,666 2,514,520 7,937,805



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10. Property, Plant and Equipment (Cont’d.) Office Furniture Motor Buildings Equipment and Fittings Vehicles Renovations Total Company RM RM RM RM RM RM

Cost At 1 April 2005/ 31 March 2006 400,155 77,933 153,607 991,172 46,633 1,669,500 Accumulated Depreciation At 1 April 2005 110,706 77,183 122,452 311,644 46,632 668,617 Depreciation charge for the year 8,003 749 3,022 206,112 - 217,886

At 31 March 2006 118,709 77,932 125,474 517,756 46,632 886,503 Net Book Value At 31 March 2006 281,446 1 28,133 473,416 1 782,997

At 31 March 2005 289,449 750 31,155 679,528 1 1,000,883 Details at 1 April 2004 Cost 400,155 77,933 153,607 991,172 46,633 1,669,500 Accumulated depreciation 102,703 73,439 119,163 105,532 46,632 447,469

Depreciation charge for year ended 31 March 2005 8,003 3,744 3,289 206,112 - 221,148

(i) Except for the long term leasehold land of a subsidiary which was carried at valuation, all other assets of the Group and Company are carried at cost. The revalued long term leasehold land was disposed of during the financialyear.

Longtermleaseholdlandofasubsidiarywasvaluedbyafirmofprofessionalvaluersin1990basedonitsopenmarketvalue.AsallowedbythetransitionalprovisionofIAS16(Revised):Property,PlantandEquipment,theasset has been stated on the basis of its revaluation and that the valuation has not been updated since the last valuation in year 1990 .

Inthepreviousfinancialyear,hadtherevaluedlongtermleaseholdlandbeencarriedathistoricalcostless

accumulated depreciation, its net book value would have been RM1,002,552.

(ii) NetbookvalueofmotorvehicleoftheGroupandoftheCompanyheldunderhirepurchaseandfinancelease arrangements as at 31 March 2006 amounted to RM459,249 (2005: RM640,167).

(iii) The title deed of the freehold land is in the name of the Federal Land Commissioner and is in the process of being transferred to a subsidiary.



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11. Investments Property

Group 2006 2005 RM RM

Building, at cost 81,364,000 81,364,000

The investment property is pledged as security for bank borrowings obtained as disclosed in Note 29.

12. Subsidiaries Company 2006 2005 RM RM

Unquotedshares,atcost 15,247,528 190,247,522 Less: Accumulated impairment losses (3,457,485) (2,174,085) 11,790,043 188,073,437

Details of the subsidiaries are as follows:

Equity interest heldName of subsidiaries 2006 2005 Principal Activities

% %

Metramac Corporation Sdn. Bhd. - 100 Construction of roads and interchanges within the Concession Area in return for tolling rights upon completion of construction

Metacorp Properties Sdn. Bhd. 100 100 Property development and letting of property

Metacorp Development Sdn. Bhd. 100 100 Property development (yet to commence business)

Metaurus Sdn. Bhd. 100 100 Construction, building and public engineering works

Exclusive Skycity Sdn. Bhd. 100 100 Letting of property Wonderful Haven Sdn. Bhd. 100 100 Dormant Metacorp Australia Pty Ltd # 100 100 Investment holding and property development


73

12. Subsidiaries (Cont’d.)

Equity interest heldName of subsidiaries 2006 2005 Principal Activities

% %

DimensiTimalSdn.Bhd. 80 80 Operatingandmanagingagranitequarryandanyother businesses in connection therewith

Puncak Gaya Sdn. Bhd. 100 - Dormant

Landview Tower Sdn. Bhd. 100 - Dormant

MetacorpEquitySdn.Bhd. 100 - Investmentholdingcompany Seseni Energy Services Sdn. Bhd. 70 70 Developing and managing district cooling system

and investment holding Subsidiaries of Seseni Energy Services Sdn. Bhd.:

Seseni Energy Services (Johor) Sdn. Bhd. 100 100 Dormant

Pendinginan Megajana Sdn. Bhd. 51 51 Developing and managing district cooling system

All the subsidiaries are incorporated in Malaysia except Metacorp Australia Pty Ltd which is incorporated in Australia. # AuditedbymemberfirmsofErnst&YoungGlobal

Duringthefinancialyear,theCompanydisposedofits100%equityinterestinMetramacCorporationSdn.Bhd.fora total consideration of RM245 million.

ThedisposalhadthefollowingeffectsontheGroup’sfinancialresultsfortheyear :

2006 RM

Revenue 21,786,059 Profitfromoperations 13,510,594Netprofitfortheyear 7,116,708


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12. Subsidiaries (Cont’d.)ThedisposalhadthefollowingeffectsonthefinancialpositionoftheGroupasattheendoftheyear :

2006 RM

Property,plantandequipment 633,596Heavy repairs 5,351,502 System development expenditure 2,639,012 Expressway development expenditure 97,853,025 Other receivables 152,654,101 Cash and bank balances 17,508,875 Trade and other payables (8,342,244)Borrowings (35,700,000)Deferred taxation (17,518,221)Subsidy account (1,956,813)

Net assets disposed 213,122,833 Attributable unamortised goodwill 37,455,439 Total disposal proceeds (245,000,000) Loss on disposal to the Group 5,578,272

Disposal proceeds settled by: Cash received during the year 220,500,000Depositsreceivedinpreviousfinancialyear,includedinpayables(Note28) 24,500,000

245,000,000

Cashinflowarisingondisposals:CashconsiderationrepresentingcashinflowoftheCompany 220,500,000Cashandcashequivalentsofsubsidiarydisposed (17,508,875)

NetcashinflowoftheGroup 202,991,125

ThedisposalofsubsidiaryhadthefollowingeffectonthefinancialresultsoftheCompany: 2006 RM

Total disposal proceeds 245,000,000 Less: Cost of investments in subsidiary (175,000,000)

Gain on disposal of subsidiary 70,000,000



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13. Associate

Group Company 2006 2005 2006 2005 RM RM RM RM

Quoted shares at cost 94,267,618 94,267,618 94,267,618 94,267,618 Less:Shareofpostacquisitionreserves (51,562,718) (20,994,286) - -

42,704,900 73,273,332 94,267,618 94,267,618

Less: Accumulated impairment losses - - (21,058,865) - 42,704,900 73,273,332 73,208,753 94,267,618

Represented by: Share of net assets 65,842,766 96,411,198 Negativegoodwillonacquisition (23,137,866) (23,137,866) 42,704,900 73,273,332 Marketvalueofquotedshares 39,122,138 39,896,834 39,122,138 39,896,834

Thedirectorsregardtheshortfallbetweenthecarryingamountofthequotedinvestmentandthemarketvalueasatthebalancesheetdateistemporaryinnatureasthecurrentmarketvalueisnotreflectiveoftheunderlyingnettangible assets of the associate company. Impairment has been made to the carrying amount of the investment.

Details of the associate, which is incorporated in Malaysia, is as follows:

Equity interest heldName of associate 2006 2005 Principal Activities

% % ACP Industries Bhd. 29.02 29.02 Manufacturer and supplier of building material,

infrastructure and highway products

The investment is pledged as security for banking facilities granted to a subsidiary as disclosed in Note 29.



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14. Jointly Controlled Entities


Unquotedsharesatcost 4,155,005 4,155,001 5 1Shareofpostacquisitionreserves (2,950,414) (1,762,994) - -

1,204,591 2,392,007 5 1

Less: Accumulated amortisation of goodwill (318,715) (160,876) - - 885,876 2,231,131 5 1 Exchange differences (127,680) 281,450 - - 758,196 2,512,581 5 1

Represented by: Share of net liabilities (1,885,951) (616,998) Goodwill 2,763,073 2,920,912 Exchange differences (118,926) 208,667 758,196 2,512,581



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14. Jointly Controlled Entities (Cont’d.)During thefinancial year, theGroup subscribed for a50%equity interestof a jointly controlledentity, SinomastMetacorp (Labuan) Ltd., for a cash consideration of RM3.80.

The Group’s aggregate share of the income, expenses, assets and liabilities of the jointly controlled entities is as follows: 2006 2005 RM RM Revenue - -

Expenses,includingfinancecosts (1,345,259) (1,185,523)

Non-current assets 47,733 65,613 Current assets 4,636,845 2,189,880 Current liabilities (2,504,313) (1,918,404)Non-current liabilities (4,066,216) (954,087)

Group’s share of net liabilities (1,885,951) (616,998)

Goodwillonacquisition 3,081,788 3,081,788Less: Accumulated amortisation (318,715) (160,876)Exchange differences (118,926) 208,667

Unamortised goodwill 2,644,147 3,129,579 Net carrying amount 758,196 2,512,581 Share of capital commitments (Note 38) 4,675,000 4,029,000

Details of the jointly controlled entities are as follows:

Equity interest Place of heldName of company incorporation 2006 2005 Principal Activities % %

E-Idaman Sdn Bhd Malaysia 50 50 Provision of project management and

consultancy services in the field of SolidWaste Management

Whitsundays Hermitage Australia 50 50 Property development Pty Ltd

Sinomast Metacorp Labuan 50 - Investment holding company (Labuan) Ltd.



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15. Investments


Investments in golf memberships, at cost 402,500 402,500 301,000 301,000 Quoted shares at cost 3,075,647 3,075,647 35,289,880 35,289,880 Less: Accumulated impairment losses (760,056) - (32,069,302) (31,309,246) 2,718,091 3,478,147 3,521,578 4,281,634

Marketvalueofquotedshares 2,924,284 3,452,459 2,924,284 3,452,459

Thequotedsharesweresubsequentlydisposedofforavalueabovetheircarryingamounts.

16. Heavy Repairs

Group 2006 2005 RM RMAt cost: Balance brought forward 14,879,580 20,898,360 Additions - 7,963 Write off - (6,026,743) Subsidiary disposed (14,879,580) -

Balance carried forward - 14,879,580

Accumulated amortisation Balance brought forward 8,718,857 12,679,607 Charge for the year 809,221 2,065,993 Write off - (6,026,743)Subsidiary disposed (9,528,078) -


Net book value - 6,160,723



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17. System Development Expenditure

Group 2006 2005 RM RMAt cost: Balance brought forward 4,584,541 8,129,651 Write off - (3,545,109)Subsidiary disposed (4,584,541) -


Accumulated amortisation Balance brought forward 1,755,993 4,846,217 Charge for the year 189,536 454,886 Write off - (3,545,109)Subsidiary disposed (1,945,529) -



18. Expressway Development Expenditure

Group 2006 2005 RM RMAt cost: Expenditure incurred 617,652,630 617,652,630 Less: Payments from subsidy account (425,477,074) (425,477,074)Subsidiary disposed (192,175,556) -

- 192,175,556 Accumulated amortisation Balance brought forward 91,405,251 87,242,703 Charge for the year 2,917,280 4,162,548 Subsidiary disposed (94,322,531) -





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19. Goodwill Group 2006 2005 RM RM Balance brought forward 88,462,930 88,462,930 Less: Accumulated amortisation (34,292,918) (32,642,227) Accumulated impairment losses (15,180,193) (15,180,193) Subsidiary disposed (37,455,439) -

Balance carried forward 1,534,380 40,640,510

20. Deferred Construction Cost Group 2006 2005 RM RM At cost: Balance brought forward - 733,514 Write off - (733,514) Balance carried forward - -

21. Land Held for Property Development and Property Development Costs

(a) Land Held for Property Development

Freehold Leasehold Development land land expenditure Total Group RM RM RM RM At 1 April 2004 4,356,000 72,799,858 45,031,099 122,186,957 Additions - - 238,626 238,626 Disposal - (1,656,743) (463,409) (2,120,152)Transfer to property development costs - (2,763,138) (2,617,746) (5,380,884)

At 31 March 2005 4,356,000 68,379,977 42,188,570 114,924,547 Additions - 15,825,700 - 15,825,700 Disposal (4,356,000) - (286,942) (4,642,942) Transfer to property development costs - (1,465,824) (8,152,598) (9,618,422)

At 31 March 2006 - 82,739,853 33,749,030 116,488,883



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21. Land Held for Property Development and Property Development Costs (Cont’d.)(b) Property Development Costs Group 2006 2005 RM RM

Property development costs brought forward: Leasehold land 21,787,955 25,949,511 Development costs 74,323,352 68,365,638

96,111,307 94,315,149

Costs incurred during the year : Development costs 28,112,152 36,597,751

Cost eliminated due to completion of projects: Leasehold land - (4,161,556) Development costs (39,975,807) (27,089,320) (39,975,807) (31,250,876)

Costs recognised in income statement: Balance brought forward (43,659,792) (39,589,765) Cost eliminated due to completion of projects 39,975,807 31,250,876 Recognised during the year (31,626,439) (32,851,786)

Balance carried forward (35,310,424) (41,190,675) Transfer from land held for property development 9,618,422 5,380,884 Transfer to inventories (19,208,488) (11,400,718) (9,590,066) (6,019,834)

Property development costs carried forward 39,347,162 52,451,515



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22. Cash and Cash Equivalents


Longtermfixeddeposits with licensed banks 1,716,834 1,666,061 - - Cash, deposits and bank balances 142,220,044 97,404,433 92,811,828 54,757,542

Cashandcashequivalents 143,936,878 99,070,494 92,811,828 54,757,542

Comprising: Cash on hand and at banks 30,870,044 24,143,433 511,828 757,542 Deposits with licensed banks 113,066,834 74,927,061 92,300,000 54,000,000

Cashandcashequivalents 143,936,878 99,070,494 92,811,828 54,757,542

Included in cash and bank balances is an amount of RM25,990,163 (2005: RM20,791,643) deposited into various Housing Development Accounts in accordance with Section 7(A) of the Housing Developers (Control and Licensing) Act, 1966.

Deposits with licensed bank of the Group of RM1,716,834 (2005: RM1,666,061) are pledged as securities for banking facilities granted to certain subsidiaries as disclosed in Note 29.

The weighted average effective interest rates and average maturities of the deposits at the balance sheet date ranged from 2.40% to 3.10% (2005: 2.40% to 3.00%) and 1 to 60 days (2005: 1 to 58 days) respectively.

23. Inventories Group 2006 2005 RM RMAt cost: Completed properties 48,803,956 30,750,912

At net realisable value:Granite blocks 90,885 - 48,894,841 30,750,912



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24. Trade Receivables


Trade receivables 14,085,781 12,881,361 Accrued billings in respect of property development costs 14,750 4,279,624 Retention sum 1,268 14,750 14,101,799 17,175,735

The Group’s normal credit term is 14 to 30 days. Other credit terms are assessed and approved on a case-by-case basis.

TheGrouphasnosignificantconcentrationofcreditriskthatmayarisefromexposurestoasingledebtorortogroups of debtors.

25. Other Receivables


Due from jointly controlled entities 2,628,662 2,148,050 2,496,449 2,000,000 Due from a shareholder of a subsidiary - 40,251 - - Due from ultimate holding company 763,604 - 9,295 - Proceeds receivable for land compulsorilyacquired - 6,959,880 - -Deposits 2,226,316 840,879 1,008,004 8,004 Prepayments 645,504 633,296 29,017 22,604 Sundry receivables 1,025,515 3,415,857 147,046 216,847

7,289,601 14,038,213 3,689,811 2,247,455

The amounts due from jointly controlled entities, a shareholder of a subsidiary and the ultimate holding company are unsecured,interest-freeandhavenofixedtermsofrepayment.



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26. Duefrom/(to)Subsidiaries Company 2006 2005 RM RM

Due from subsidiaries 236,356,345 204,385,001 Less: Provision for doubtful debts (1,487,360) (1,487,360) 234,868,985 202,897,641

Due to subsidiaries - 149,068,999

Theamountsduefrom/(to)subsidiariesareunsecuredandhavenofixedtermsofrepayment.Theamountsduefrom/(to) are interest free except for principal amount of RM54,122,072 (2005: RM40,015,505) due from certain subsidiaries where interest was charge at the rates ranging from 3.5% to 4.5% (2005: 3.5% to 4.5%) per annum dur-ingthefinancialyear.

27. Trade Payables Group 2006 2005 RM RM Trade payables 12,461,916 12,184,555 Progress billings in respect of property development cost 11,285,570 10,290,376 Retention sums 4,039,449 2,350,764 27,786,935 24,825,695

The normal trade credit terms granted to the Group range from 30 to 90 days.

28. Other Payables Group Company 2006 2005 2006 2005 RM RM RM RM

Due to a director of a subsidiary 205,117 205,117 - - Due to a minority shareholder of a subsidiary 829,780 829,780 - - Due to related companies 1,237,177 - 28,547 - Deposits 2,052,006 26,551,706 2,500 24,500,000 Accruals 8,887,022 9,135,065 94,684 190,253 Sundry payables 5,271,059 7,218,473 12,990 38,243 Retention sum 1,871,359 2,872,878 - - 20,353,520 46,813,019 138,721 24,728,496



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28. Other Payables (Cont’d.)The amounts due to a director of a subsidiary, a minority shareholder of a subsidiary and the related companies are unsecured,interestfreeandhavenofixedtermsofrepayment.

Included in deposits of the previous year was an amount of RM24,500,000 relating to deposit received in respect of the disposal of a subsidiary as disclosed in Note 12.

29. Borrowings

Group Company 2006 2005 2006 2005 RM RM RM RMShort Term Borrowings Secured: Revolving credits - 5,000,000 - - Term loans 3,800,000 15,400,000 - - Hire purchase payables 199,979 266,676 199,979 266,676 3,999,979 20,666,676 199,979 266,676

Long Term Borrowings Secured: Revolving credits - 21,000,000 - - Term loans 98,198,211 131,798,211 - - Hire purchase payables - 199,979 - 199,979 98,198,211 152,998,190 - 199,979

Total Borrowing Revolving credits - 26,000,000 - - Term loans 101,998,211 147,198,211 - - Hire purchase payables 199,979 466,655 199,979 466,655

102,198,190 173,198,211 199,979 466,655

Maturity of borrowings Within one year 3,999,979 20,666,676 199,979 266,676 More than 1 year and less than 2 years 13,800,000 20,799,979 - 199,979 More than 2 years and less than 5 years 38,425,000 71,025,000 - - More than 5 years 45,973,211 61,173,211 - - 102,198,190 173,198,211 199,979 466,655



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29. Borrowings (Cont’d.)The weighted average effective interest rates at the balance sheet date for these borrowings were as follows: Group 2006 2005 % % Revolving credits - 4.4 Term loans 6.1 - 7.5 5.9 - 7.0 Hire purchase payables 6.2 6.2

The borrowings excluding hire purchase are secured by the following:(a) Assignmentofchilledwateragreements; (b) Assignmentofprojectaccount; (c) Assignmentofinsuranceoftheproject; (d) Negativepledgeonallthatpieceoffreeholdlandandallotherassetsofasubsidiary; (e) Proportionate corporate guarantee of the Company and letter of awareness of the facilities provided by the

banktoasubsidiary; (f) Letter of awareness from Tenaga Nasional Berhad stating its awareness of the facilities provided by the bank

toasubsidiary; (g) FirstfixedchargeonquotedsharesoftheCompanyasdisclosedinNote13; (h) FirstlegalchargeovertheinvestmentpropertyasreferredtoinNote11; (i) Assignmentofrentalproceedsoftheinvestmentproperty; (j) Assignment of debt reserve account and revenue account of a subsidiary, Exclusive Skycity Sdn. Bhd.

(“ESSB”); (k) CorporateguaranteeoftheCompany; (l) Undertaking by the Company to ensure that ESSB remains wholly owned by the Company and that ESSB is

inthepositiontomeetitsfinancialobligationsonatimelybasis; (m) Assignmentofinsuranceproceedsinrelationtotheinvestmentproperty;and (n) Fixed deposits as disclosed in Note 22.

Details of the hire purchase are as follows:

Group/Company 2006 2005 RM RM Minimum lease payments: Within one year 219,779 293,076 More than 1 year and less than 2 years - 219,799

219,779 512,875 Less:Futurefinancecharges (19,800) (46,200) Presentvalueoffinanceleaseliabilities 199,979 466,675



87

30. Provision for Potential Damages Group/ Company RM At 1 April 2005 - Provision during the year 94,599,168

At 31 March 2006 94,599,168

Provision for potential damages is in respect of the litigation between a former subsidiary, Metramac Corporation Sdn. Bhd. and Fawziah Holdings Sdn. Bhd. Details of this litigation is provided in Note 40.

31. Share Capital Group/Company Number of Amount Shares RMAuthorised: At 1 April 2004, representing ordinary shares of RM1.00 each 200,000,000 200,000,000 Subdivided into ordinary shares of RM0.50 each 200,000,000 - Created during the year 600,000,000 300,000,000

At 31 March 2005/6, representing ordinary shares of RM0.50 each 1,000,000,000 500,000,000

Issued and fully paid: At 1 April 2004, representing ordinary shares of RM1.00 each 113,101,555 113,101,555 Issued pursuant to ESOS 111,000 111,000 Subdivided into ordinary shares of RM0.50 each 113,212,555 - Created during the year 452,850,220 226,425,110

At 31 March 2005/6, representing ordinary shares of RM0.50 each 679,275,330 339,637,665

The ordinary shares issued rank pari passu in all respects with existing ordinary shares.



88

31. Share Capital (Contd.) ThetermsoftheESOSoutstandingasattheendofthefinancialyearareasfollows:

Number of ESOSGrant Exercise 1 April 31 March Date Price 2005 Granted Lapsed 2006 RM

2005

29/03/2004 0.61 7,752,000 - (396,000) 7,356,00030/06/2004 0.51 138,000 - - 138,00030/09/2004 0.50 5,000 - - 5,00031/12/2004 0.50 27,000 - - 27,00028/03/2005 0.50 8,060,000 - (438,000) 7,622,00030/06/2005 0.50 - 78,000 - 78,00030/09/2005 0.50 - 246,000 - 246,00028/03/2006 0.50 - 5,993,000 - 5,993,000

15,982,000 6,317,000 (834,000) 21,465,000

All options will expire on 27 March 2008. Number of ESOS vested 2006 2005 Balance brought forward 15,982,000 1,471,000 Balance carried forward 21,465,000 15,982,000

DetailsofESOSexercisedduringthepreviousfinancialyearandthefairvalue,atexercisedate,ofordinarysharesissued were as follows:

Fair Value of Exercise Exercise Ordinary Number of Consideration Date Price Shares ESOS Received RM RM RM

April 2004 1.76 3.74 - 4.44 15,000 26,400 April 2004 3.63 3.74 - 4.44 96,000 348,480

374,880 Less: Par value of ordinary shares (111,000) Share premium 263,880



89

32. Share Premium

Group/Company 2006 2005 RM RM

Balance brought forward - 222,707,892 Add: Arising from issuance of shares - 263,880 Less: Capitalised for bonus issue - (222,971,772) Balance carried forward - -

33. Reserves

Group Company 2006 2005 2006 2005 RM RM RM RM Non-distributable: Capitalisationofsubsidiaries’profit 730,000 730,000 - -Surplus from revaluation of landed properties 1,450,345 1,765,571 1,068,946 1,068,946 Surplus from revaluation of investments in subsidiaries - - 3,552,449 3,552,449 Foreign exchange reserve 120,753 (10,129) - - 2,301,098 2,485,442 4,621,395 4,621,395

Less: Capitalised for bonus issue (1,415,758) (1,415,758) (4,148,995) (4,148,995)

885,340 1,069,684 472,400 472,400

34. (AccumulatedLosses)/RetainedProfits

Group Company 2006 2005 2006 2005 RM RM RM RM Balance brought forward 113,240,450 107,851,502 34,337,248 43,187,536 Add:(Loss)/profitfortheyear (116,459,719) 8,842,286 (43,702,992) (5,396,950)Less: Dividends (4,890,782) - (4,890,782) - Less: Capitalised for bonus issue - (3,453,338) - (3,453,338)Add: Revaluation reserve 315,226 - - -

Balance carried forward (7,794,825) 113,240,450 (14,256,526) 34,337,248



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35. Deferred Tax Liabilities

Group Company 2006 2005 2006 2005 RM RM RM RM Balance brought forward 17,640,447 15,420,124 64,715 64,715 Recognised in the income statement (Note 7) 1,318,954 2,220,323 (64,715) - Subsidiary disposed (17,518,221) - - -

Balance carried forward 1,441,180 17,640,447 - 64,715

Presented after appropriate offsetting as follows: Deferred tax assets (15,114,219) (12,924,622) (27,935) - Deferred tax liabilities 16,555,399 30,565,069 27,935 64,715 1,441,180 17,640,447 - 64,715

Deferred tax liabilities of the Group:

Capital allowances Heavy Revaluation Systems in excess of repairs reserve of development amortisation of Capital that are long term expenditure expressway allowances deducted leasehold that are only development in excess of for tax only land and deducted expenditure depreciation when paid building when paid Total RM RM RM RM RM RM At 1 April 2004 11,989,542 8,296,011 2,301,377 96,590 919,362 23,602,882 Recognised in the income statement 2,969,489 4,702,273 (576,375) (5,832) (127,368) 6,962,187

At 31 March 2005 14,959,031 12,998,284 1,725,002 90,758 791,994 30,565,069 Recognised in the income statement - 3,669,309 - (90,758) - 3,578,551 Subsidiary disposed (14,959,031) (112,194) (1,725,002) - (791,994) (17,588,221)

At 31 March 2006 - 16,555,399 - - - 16,555,399



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35. Deferred Tax Liabilities (Cont’d.)Deferred tax assets of the Group: Tax losses and unabsorbed capital allowances Others Total RM RM RM At 1 April 2004 (8,182,758) - (8,182,758)Recognised in the income statement (4,671,864) (70,000) (4,741,864)

At 31 March 2005 (12,854,622) (70,000) (12,924,622)Subsidiary disposed - 70,000 70,000 Recognised in the income statement (2,259,597) - (2,259,597)

At 31 March 2006 (15,114,219) - (15,114,219)

Deferred tax liabilities of the Company: Capital allowances in excess of depreciation RM Balance brought forward 64,715 Recognised in income statement (36,780)

Balance carried forward 27,935

Deferred tax assets of the Company: Unabsorbed capital allowances RM Recognised in income statement 27,935



92

35. Deferred Tax Liabilities (Contd.)Deferred tax assets have not been recognised in respect of the following items:


Unutilised tax losses 9,172,312 5,726,402 - - Unabsorbed capital allowances 13,323,990 9,665,345 7,800 - Others 1,482,998 152,298 1,482,998 -

23,979,300 15,544,045 1,490,798 -

Deferredtaxbenefitsat28% 6,714,204 4,352,333 417,423 -

Theunutilisedtaxlossesandunabsorbedcapitalallowancesareavailableforoffsettingagainstfuturetaxableprofitsof the subsidiaries in which those items arose subject to no substantial changes in shareholdings under Section 44 (5A) & (5B) of the Income Tax Act, 1967. Deferred tax assets have not been recognised in respect of these items as theymaynotbeusedtooffsettaxableprofitsofothersubsidiariesintheGroupandtheyhaveariseninsubsidiariesthat have a recent history of losses.

36. Subsidy Account Group 2006 2005 RM RM

Subsidy sum 405,000,000 405,000,000 Reimbursement from Dato’ Bandaraya Kuala Lumpur 22,433,887 22,433,887 Payment for expressway development expenditure (425,477,074) (425,477,074)

1,956,813 1,956,813 Less: Subsidiary disposed (1,956,813) - - 1,956,813



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37. SignificantRelatedPartyTransactions


Interest receivable from subsidiaries - - 1,770,033 1,505,444 Gross dividend income received from associate - - 387,348 1,549,392 Insurance premium and brokerage fees payabletoaffiliatedcompany,Alloy Insurance Brokers Sdn. Bhd.* 482,268 792,086 46,819 39,681

* Alloy Insurance Brokers Sdn. Bhd. is a subsidiary of Alloy Consolidated Sdn. Bhd., which in turn is a major shareholder

of the ultimate holding company, MTD Capital Bhd. This company is also deemed related to the Group as Datin Nik Fuziah Binti Nik Hussain, (the spouse of Dato’ Azmil Khalili Bin Dato’ Khalid and the daughter of Dato’ Dr. Nik HussainBinAbdulRahman),hasfinancialinterestinthiscompany.

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.

38. Commitments (a) Capital Commitments As at balance sheet date, the Group has the following capital commitments:


Capital expenditure approved and contracted for property development expenditure 51,650,130 21,523,010 Share of capital commitments of jointly controlled entities (Note 14) 4,675,000 4,029,000 56,325,130 25,552,010



94

38. Commitments (Cont’d.)(b) Non-Cancellable Operating Lease Commitments - Group as Lessee


Future minimum rentals payable: Not later than 1 year - 78,450 Later than 1 year and not later than 5 years - 45,000

- 123,450

Operatingleasepaymentsrepresentedleaserentalpayablebyasubsidiaryforuseofbuildingsandequipment.Leaseswerenegotiatedforanaveragetermof2to5yearsandleaserentalarefixedforperiodsof2to5years.

(c) Non-Cancellable Operating Lease Commitments - Group as Lessor


Future minimum rentals receivables: Not later than 1 year 6,811,890 6,811,890 Later than 1 year and not later than 5 years 27,247,560 27,247,560 Later than 5 years 9,934,006 16,745,896

43,993,456 50,805,346

The Group has entered into a commercial property lease on its investment property. The lease has remaining non-cancellable lease term of 6 1/2 (2005: 7 1/2) years. The lease includes a clause to enable a revision of the rental charge at the expiry of every 3 years. The revised rental charges shall not be more than 10% above or below the previous rental charge.



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39. Contingent Liabilities


Secured: (i) Quoted shares in Malaysia

pledged for banking facilities granted to a former subsidiary 42,704,900 73,273,332 73,208,753 94,267,618

Unsecured: (i) Corporate guarantees to

licensed banks for credit facilities granted to certain subsidiaries - - 80,308,000 170,308,000

(ii) Corporate guarantees to licensed banks for credit facilities granted to a related company - - 90,000,000 -

(iii) Letter of guarantee to the Lembaga Lebuhraya Malaysia as security for the due performance of a subsidiary - 1,500,000 - -

42,704,900 74,773,332 243,516,753 264,575,618

40. Material Litigation

(a) Claim from MTD InfraPerdana As detailed in Note 12, the Company had on 1 December 2005, completed the sale of Metramac Corporation Sdn. Bhd. (“Metramac”) to a related company, MTD InfraPerdana for a cash consideration of RM245 million. At that time, Metramac was involved in a litigation suit with Fawziah Holdings Sdn. Bhd. (“FHSB”).

Subsequenttothedisposal,theCompanyreceivedanoticefromMTDInfraPerdanaseekingcompensationfor losses and damages suffered in the event the Federal Court gives judgement in favour of FHSB. Details of the litigation are provided below:



96

40. Material Litigation (Cont’d.)

(a) Claim from MTD InfraPerdana (Cont’d.)As a result of the purported repudiation on the part of a former subsidiary, Metramac and acceptance of the repudiation by FHSB of the Signage Sub-Licence Agreement dated 2 November 1990 (as amended by an amending agreement dated 15 December 1990) (“Signage Agreement”), a claim for inter-alia, RM65,182,920 as compensation for loss of advertising rights and an accountwith consequential directionsof all profits,moniesorotherbenefitsreceivedbyMetramacundertheReplacementConcessionAgreementplusgeneraldamageswasmadeagainstMetramacbyFHSB.Metramaccontestedtheclaimandfiledacounterclaimforadeclaration that the Signage Agreement is null and void and of no effect and a declaration that the provisions under the Sale Agreement dated 31 March 1988 between Metramac and FHSB which purports to create atrust infavourofFHSBoverallprofits,moniesorotherbenefitsreceivedbyMetramacunder its futurecontracts is null and void. The Court delivered its judgment on 21 October 2003 and held inter-alia that: (i) In failing to honour its obligation under the Signage Agreement, Metramac had committed a breach

to which FHSB would have a right to claim damages for the loss of advertising rights conferred in the SignageAgreement;

(ii) However,FHSBisnotentitledtobecompensatedtothefixedsumofRM65,182,920claimedbyitas

thesaidclaimisunenforceableforhavingcontravenedSection75oftheContractsAct,1950;

(iii) Instead, damages were ordered by the High Court to be assessed in respect of the loss suffered by FHSB taking into account the duration of the Replacement Concession Agreement dated 13 February 1992,anyadvertisingrightsthatmayhavebeengrantedtherein;

(iv) Clause 9.5 of the Sale Agreement dated 31 March 1988 between Metramac and FHSB which purports

tocreateatrustinfavourofFHSBoverallprofits,moniesorotherbenefitsreceivedbyMetramacfromitsfuturecontractsisvoid;and

(v) Metramac’s counter claim was dismissed with costs.

Metramac and FHSB appealed the above judgment of the High Court to the Court of Appeal.

The Appeals were heard on 30 August 2005 and the Court of Appeal in its judgment dated 12 January 2006 made the following orders:

(i) JudgementtobeenteredinFHSB’sfavourandagainstMetramacforthesumofRM65,182,920;

(ii) Interest on the aforesaid judgement at the rate of 4% per annum from the date of the Writ of Summons,7March1995until12January2006andthereafterat8%perannum;

(iii) ThereshallbeaninquirytobeheldbeforetheregistraroftheHighCourtintothesumsreceivedbyMetramac from any source under the Replacement Concession Agreement dated 13 February 1992 lessallsuchjustandtrueexpensesastheRegistrarmayinaccordancewithlawpermit;

(iv) ThepartiesbeatlibertytoleadevidencebeforetheRegistrarattheenquiryaforesaid;



97

40. Material Litigation (Cont’d.)

(a) Claim from MTD InfraPerdana (Cont’d.)

(v) TheRegistrarshallafterdueinquirycertifythesumsoreceivedasaforesaidbyMetramac;

(vi) ThesumcertifiedbytheRegistrartogetherwithinterestthereonattherateof4%perannum,simpleinterestwitheffectfromthedateoftheWritshallbepaidbyMetramactoFHSB;

(vii) All parties shall be generally at liberty to apply to the High Court in respect of any or all of the orders (iii)to(vi)above;and

(viii) Costs of Appeals are to be borne by Metramac.

The Court of Appeal on 1 March 2006 granted Metramac a conditional stay of the above judgement.

On 15 May 2006, the Federal Court granted to Metramac leave to appeal against the Court of Appeal Judgment dated 12 January 2006 (‘’Judgement of the Court of Appeal”) and further granted to Metramac a conditional stay of the Judgement of the Court of Appeal.

On 17 February 2006, MTD InfraPerdana gave notice to the Company that it intends to seek full compensation for all losses and damages suffered in the event that the Federal Court gives Judgement in FHSB’s favour.

Metramac has accrued for an amount of RM94,599,168 in respect of the judgement on advertising loss with interest.TheinquirybytheHighCourtRegistraronthesumsreceivedbyMetramacundertheReplacementConcessionAgreement less all justexpenses,has yet tobequantified.TheMetramac’s appeal against thejudgement of the Court of Appeal was heard by the Federal Court on 11 July 2006 until 14 July 2006 and the hearing is scheduled to continue on 2 August 2006.

(b) Others

(i) SazaliWahab&Co. (“SW”) filed a civil suit in Kuala LumpurHighCourt against a subsidiary fordefamationdemandingRM1,000,000asdamages.ThesubsidiaryfiledanapplicationtostrikeoutSW’sdefamation suit under Order 18 of Rule of High Court 1980 on 22 March 2004. SW raised a Preliminary Objection against the application which was dismissed by the Deputy Registrar without costs. The subsidiary appealed against the Deputy Registrar’s decision of not granting the costs. Meanwhile, the Deputy Registrar has on 17 May 2005 allowed the subsidiary’s striking out application withcostandSWhasfiledagainstthisdecision.On1December2005,theHighCourtallowedthesubsidiary’s appeal and dismissed SW’s appeal with costs.

(ii) On 7 July 2005, a Notice of Demand under Section 218 of the Companies Act, 1965 was served on a subsidiary of the Company. The Notice purports to state that there is an admitted debt of RM205,117 owing by the subsidiary to a former director. The subsidiary is of the view that the purported claim isnotpresentlydueandpayableasithasnofixedrepaymenttermsandanyrepaymentissubjecttocertainconditionsthathasnotbeenfulfilled.Nevertheless,theamounthasalreadybeenaccruedinthesubsidiary’sfinancialstatement.



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41. SignificantEventsduringtheFinancialYear

Significanteventsduringthefinancialyeararesummarisedasfollows:

(a) On 14 April 2005, the Company has announced that it had agreed to accept the additional compensation of RM2,059,878 for a parcel of land located under H.S. (D) 1313, Lot No. 6, Seksyen 2, Bandar Hulu Kelang, Daerah Gombak, Selangor Darul Ehsan from the State Government of Selangor. The State Government of Selangorhadcompulsorilyacquiredthelandin2002.

(b) On 11 May 2005, a subsidiary, Metacorp Australia Pty Ltd entered into a Sale and Purchase Agreement

toacquireapieceof landandpropertyat24MorrisStreet,BalwynNorth,Melbourne,Australia forcashconsideration of AUD625,000. The transaction was completed on 25 July 2005.

(c) On8July2005,asubsidiary,MetacorpAustraliaPtyLtdenteredintoaSaleandPurchaseAgreementtoacquire

a parcel of land and properties at 16-26 Wreckyn Street, North Melbourne, Australia for cash consideration of AUD3,100,000. The transaction was completed on 6 March 2006.

(d) On 22 July 2005, a subsidiary, Landview Tower Sdn. Bhd. entered into a Sale and Purchase Agreement to

acquire2parcelsoffreeholdlandheldunderGeranNo.7725and7726,MukimofKualaLumpur,WilayahPersekutuanforcashconsiderationofRM5,129,550.Theacquisitionhadbeendulycompletedon4October2005.

(e) On 1 December 2005, the Company completed the disposal of 65,028,973 ordinary shares of RM1.00 each representing the entire issued and paid-up share capital of Metramac Corporation Sdn. Bhd., a wholly owned subsidiary of the Company to MTD InfraPerdana Bhd. for a total cash consideration of RM245,000,000. Details of this disposal is provided in Note 12.

(f) On 13 December 2005, the Company entered into an agreement with PT Bintang Sinomast Limited to establish a joint venture. The purpose of the joint venture is to provide total supply chain solutions in coal terminal operations and intergrated logistics services in Port of Cigading, Indonesia.

(g) On 31March 2006, the Company had acquired 1 ordinary share of USD1.00 (approximately RM3.80)each representing 50% of the issued and paid-up share capital of Sinomast Metacorp (Labuan) Ltd. for cash consideration of USD1.00.

42. Events Subsequent to Balance Sheet Date

(a) On 10 April 2006, the Company entered into a Share Sale Agreement with Puan Sri Datin Vimala A/P J. Govindasamy,HadiahbintiZalaniandFestusA/LA.ChristDhas for theacquisitionof8,666,667ordinaryshares of RM1 each in Modal Ehsan Sdn. Bhd. (“Modal Ehsan”) representing 40% of entire issued an paid-up capital ofModal Ehsan for a total cash consideration of RM10,400,000 (“ProposedAcquisition”).TheProposedAcquisitionhadbeendulycompletedon27June2006.

(b) On 19 May 2006, a subsidiary, Landview Tower Sdn. Bhd., entered into a Sale and Purchase Agreement to acquireapieceoffreeholdlandheldunderGeranNo.7724,MukimofKualaLumpur,WilayahPersekutuanforcashconsiderationofRM3,127,000.Theacquisitionispendingcompletion.



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42. Events Subsequent to Balance Sheet Date (Cont’d.)

(c) On25May2006,theCompanyhadcompletedtheacquisitionof2ordinarysharesofRM1.00eachinMTDSadecSdn.Bhd.(formerlyknownasTaipanlinkSdn.Bhd.)(“MTDSadec”),representing100%equityinterestin MTD Sadec from MTD Capital Bhd., the ultimate holding company.

(d) Joint venture between MTD Sadec, a wholly owned subsidiary of Metacorp, and Saigon Jewelry Holding Corporation (“SJC”), to establish a joint venture company (“JVC”) named SJC Tower Company Limited in Vietnam vide the following agreements:

(i) Joint Venture Agreement dated 30 May 2006 for the purpose of developing, building, operating and

managingacommercialcomplexcomprisingapartments,sky-villas,offices,retailspaces,functionandbanquethallsandcar-parkingforsaleand/orlease;and

(ii) Charter dated 30 May 2006 of the JVC, to govern the rights and obligations of MTD Sadec and SJC as the shareholders of the JVC.

43. Financial Instruments

(a) Financial Risk Management Objectives and Policies TheGroup’sfinancialriskmanagementpolicyseekstoensurethatadequatefinancialresourcesareavailableforthedevelopmentoftheGroup’sbusinesseswhilstmanagingitsinterestrate,foreignexchange,liquidityandcredit risks. It is the Group’s policy not to engage in speculative transactions.

(b) Interest Rate RiskTheGroup’sprimaryinterestrateriskrelatestointerest-bearingdebts.Theinvestmentinfinancialassetsaremainlyshortterminnatureandhavebeenplacedinfixeddepositswhichyieldbetterreturnsthancashatbank.

The Group actively reviews its debt portfolio, taking into account the investment holding period and nature ofitsassets.TheGroup’spolicyistoborrowprincipallyonafloatingratebasisbuttoretainaproportionoffixedratedebt.Theobjectivesforthemixbetweenfixedandfloatingrateborrowingsaresettoreducetheimpactofanupwardchangeininterestrateswhileenablingbenefitstobeenjoyedifinterestratesfall.ThemixbetweenfixedandfloatingrateborrowingsismonitoredandvariedaccordingtochangesininterestratestoensurethattheGroup’scostoffinancingiskeptatthelowestpossible.TheGroupdoesnothedgeinterestrate risks.

(c) Foreign Exchange RiskThe Group operates internationally and is exposed mainly to Australian Dollar. Foreign currency denominated assetsandliabilitiestogetherwithexpectedcashflowsfromhighlyprobablepurchasesandsalesgiverisetoforeign exchange exposures.

Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level.



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43. Financial Instruments (Cont’d.)

(d) Liquidity Risk ThenetunhedgedfinancialassetsandfinancialliabilitiesoftheGroupcompaniesthatarenotdenominatedin their functional currencies are as follows:

Australian RM Dollar Equivalent

Netfinancialliabilitiesheldinnon-functionalcurrency At 31 March 2005 (146,847) (434,814)

At 31 March 2006 (572,825) (1,512,658)

TheGroupactivelymanagesitsdebtmaturityprofile,operatingcashflowsandtheavailabilityoffundingsoastoensurethatallrefinancing,repaymentandfundingneedsaremet.Aspartofitsoverallprudentliquiditymanagement,theGroupmaintainssufficientlevelsofcashorcashconvertibleinvestmentstomeetitsworkingcapitalrequirements.TheGroupalsoapportionsitsinvestmentsinmarketablesecuritiesandotherfinancialinvestments bymaintaining differentmaturity profiles. In addition, theGroup strives tomaintain availablebanking facilities of a reasonable level to its overall debt position. As far as possible, the Group 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.

TheGrouphasnosignificantconcentrationofcreditriskthatmayarisefromexposurestoasingledebtororto group of debtors.



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(f) Fair values The carrying amountsof financial assets andfinancial liabilitieswhich arenot carriedat fair valueon the

balance sheetsof theGroupandof theCompanyasat theendof thefinancial yearare representedasfollows:

Group Company Carrying Fair Carrying Fair amount value amount value Note RM RM RM RM Financial Assets At 31 March 2006: Investments 15 2,315,591 2,924,284 3,220,578 2,924,284 Due from subsidiaries 26 - - 234,868,985 * Due from jointly controlled entities 25 2,628,662 ** 2,496,449 ** At 31 March 2005: Investments 15 3,075,647 3,452,459 3,980,634 3,452,459 Due from subsidiaries 26 - - 202,897,641 * Due from jointly controlled entities 25 2,148,050 ** 2,000,000 ** Due from a shareholder of a subsidiary 25 40,251 ** - - --Financial Liabilities At 31 March 2006: Due to a director of a subsidiary 28 205,117 ** - - Due to a minority shareholder 28 829,780 ** - - Due to related companies 28 1,237,177 ** 28,547 ** --- At 31 March 2005: Due to subsidiaries - - 149,068,999 * Due to a director of a subsidiary 28 205,117 ** - - Due to a minority shareholder of a subsidiary 28 829,780 ** - -



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43. Financial Instruments (Cont’d.)

(f) Fair values (Cont’d.) * It is not practicable to estimate the fair value of the amount due from/(to) subsidiaries due to lack of

repayment terms and without having to incur excessive costs. However, the directors do not anticipate the carryingamountrecordedatthebalancesheetdatetobesignificantlydifferentfromthevaluethatwouldeventually be received or settled.

** Whilst the amounts due from/(to) jointly controlled entities, shareholders and a director of a subsidiary and relatedcompanieshavenofixedrepaymentterms,thedirectorsdonotanticipatethecarryingamountsrecordedatthebalancesheetdatetobesignificantlydifferentfromthevaluesthatwouldeventuallybereceived or settled.

Thefollowingmethodsandassumptionsareusedtoestimatethefairvaluesofthefollowingclassesoffinancialinstruments:

(i) CashandCashEquivalents,ReceivablesandPayables

The carrying amounts approximate fair values due to the relatively short term maturity of thesefinancialinstruments.

(ii) Quoted Investments

Thefairvalueofquotedinvestmentsisdeterminedbyreferencetostockexchangequotedmarketbidprices at the close of the business on the balance sheet date.



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44. Segment Information

Business Segment:

Property Property Toll Other Investment

Energy development investment operations operations holding Elimination Consolidated

RM RM RM RM RM RM RM RM

2006 Revenue External 11,250,898 50,293,660 6,811,890 21,786,059 2,980 5,003,917 - 95,149,404 Inter-segment - - - - 2,157,381 (2,157,381) -

Total revenue 11,250,898 50,293,660 6,811,890 21,786,059 2,980 7,161,298 (2,157,381) 95,149,404

Results Segment results (272,289) 16,690,060 6,182,268 11,659,856 (1,795,987) 73,393,087 (2,157,383) 103,699,612 Unallocated corporate expense (77,228,963) Profitfrom operations 26,470,649 Finance costs (9,088,433) Provision for potential damages (94,599,168) Share of results of associate (30,264,956) Share of results of jointly controlled entities (1,345,259) Taxation (9,625,439)

Loss after taxation (118,452,606) Minority interest 1,992,887 Net loss for the year (116,459,719)



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44. Segment Information (Cont’d.)

Business Segment: (Cont’d.)

2006 (Cont’d) Property Property Toll Other Investment Energy development investment operations operations holding Elimination Consolidated RM RM RM RM RM RM RM RM

Assets and liabilities Segment assets 79,163,409 252,935,462 84,953,014 - 2,242,530 115,563,767 - 534,858,182Investment in equitymethod of associates 42,704,900 42,704,900 Investment in equitymethod of jointly controlled entities 758,196 758,196 Unallocated corporate assets 1,919,199

Consolidated total assets 580,240,477

Segment liabilities 78,493,111 30,043,874 40,322,258 - 703,016 94,937,868 244,500,127 Unallocated corporate liabilities 3,012,170

Consolidated total liabilities 247,512,297

Other information Capital expenditure 1,146,559 20,875 - 37,080 2,357,187 208,938 3,770,639 Depreciation 4,286,188 218,176 - 177,640 317,636 233,650 5,233,290 Amortisation - - - 3,916,037 - 1,808,536 5,724,573 Impairment losses - - - - - 760,056 760,056 Non-cash expenses other than depreciation, amortisation and impairment losses - - - - - 96,074,366 - 96,074,366



105



Property Property Toll Other Investment Energy development investment operations operations holding Elimination Consolidated RM RM RM RM RM RM RM RM

2005 Revenue External 10,924,273 48,729,904 6,811,890 49,434,819 - 543,034 - 116,443,920 Inter-segment - - - - - 3,054,83 (3,054,836) - Total revenue 10,924,273 48,729,904 6,811,890 49,434,819 - 3,597,870 (3,054,836) 116,443,920

Results Segment results (1,169,981) 19,965,589 6,186,473 27,706,129 (385,955) 12,598,066 (3,054,836) 61,845,485 Unallocated corporate expense (18,933,884)

Profitfrom operations 42,911,601 Finance costs (11,795,495) Share of results of associate (9,927,131) Share of results of jointly controlled entities (1,185,523) Taxation (13,750,243) Profitaftertaxation 6,253,209Minority interest 2,589,077 Netprofitfortheyear 8,842,286



106



Property Property Toll Other Investment Energy development investment operations operations holding Elimination Consolidated RM RM RM RM RM RM RM RM

Assets and liabilities Segment assets 83,969,098 250,736,831 83,908,292 125,931,507 129,547 62,426,341 607,101,616 Investment in equitymethod of associates 73,273,332 73,273,332 Investment in equitymethod of jointly controlled entities 2,512,581 2,512,581 Unallocated corporate assets 41,962,570 Consolidated total assets 724,850,099 Segment liabilities 78,515,638 28,916,061 66,335,456 48,215,280 17,500 25,260,458 247,260,393 Unallocated corporate liabilities 21,649,020

Consolidated total liabilities 268,909,413

Other information Capital expenditure 1,579,509 2,450 - 192,665 48,560 13,558 1,836,742 Depreciation 4,221,803 3,014,460 - 476,589 3,212 221,741 7,937,805 Amortisation - - - 6,683,427 - 3,753,691 10,437,118 Impairment losses - - - - - 15,180,193 15,180,193 Non-cash expenses other than depreciation, amortisation and impairment losses 1,100,957 - - 1,801 - (276,401) 826,357



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ListofProperties Acquisition Description Exisiting Tenure LandArea/ Age NetBook Date Use Built- up Value RM(‘000)

MALAYSIA

No15-BGCBCourt 14-Mar-91 Apartment Residential Freehold 1,596sqft 19years 281Jalan Ampang Building Kuala Lumpur

Mukim of Durian Tunggal 10-Oct-94 Vacant Proposed Leasehold 1,015.28 acres - 59,348 Alor Gajah & mixed expiring Mukim of Bukit Katil Development 2098 Melaka Tengah Melaka

Mukim of Bukit Katil 10-Oct-94 Mixed On going Leasehold 178.19 acres - 12,361 Melaka Tengah Development Development expiring Melaka 2097

PT8147JalanTU2 13-Jan-01 SingleStorey SalesOffice Leasehold 39,373sq.ft 6years 1,801TamanTasikUtama OfficeBuilding expiring Ayer Keroh 2097 Melaka

Lot 1215, Jalan E1 Dec-02 District Building Freehold 1.36 hectares 7 years 10,737 Flagship Zone Cooling Plant 63000 Cyberjaya

BangunanShellMalaysia 18-Apr-03 OfficeBuilding Rental Freehold 35,345sqmt. 19years 81,364Menara B, Lot 51452 along Changkat Semantan Off Jalan Semantan Damansara Heights 50450 Kuala Lumpur

Lot40512&40513 04-Oct-05 VacantLand Proposed Freehold 22,796sq.ft. - 5,129Mukim & District of Development Kuala Lumpur Wilayah Persekutuan

OVERSEAS 24,MorrisStreet 25-Jul-05 VacantLand Proposed Freehold 698sq.mt. 1,650Balwyn North Residential Melbourne, Australia

16-28,WreckynStreet 06-Mar-06 VacantLand Proposed Freehold 1,113sq.mt. 8,173North Melbourne Residential Australia

List Of Properties held By The Group


108

Notice Of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Twenty-Third Annual General Meeting of the Company will be held at its Registered OfficeatNo.26,Jalan2/6,DataranTempler,BandarBaruSelayang,68100BatuCaves,SelangorDarulEhsanonWednesday,20 September 2006 at 10.00 a.m. for the following purposes:- AGENDA

1. ToreceivetheAuditedFinancialStatementsforthefinancialyearended31March2006together with the Reports of the Directors and Auditors thereon.

2. ToapprovethepaymentofDirectors’feesforthefinancialyearended31March2006.

3. To re-elect Puan Adibah Khairiah binti Ismail @ Daud who retires in accordance with Article 101 of the Company’s Articles of Association.

4. To re-elect Dato’ Ir. A. Rashid bin Omar who retires in accordance with Article 106 of the Company’s Articles of Association.

5. To re-appoint the following Directors who retire pursuant to Section 129(6) of the

Companies Act, 1965:-

(a) Dato’ Dr. Nik Hussain bin Abdul Rahman (b) Dato’ Nik Hassan bin Abdul Rahman

6. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directorstofixtheirremuneration.

7. As Special Business

Toconsiderand,ifthoughtfit,withorwithoutmodification,topassthefollowingordinaryand special resolutions:-

ORDINARY RESOLUTION 1- AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 “That pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to issue and allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deemfitprovidedthattheaggregatenumberofsharesissuedpursuanttothisresolutiondoes not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing ofandquotationfortheadditionalsharesso issuedonBursaMalaysiaSecuritiesBerhadand that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company, subject always to the Companies Act, 1965, the Articles of Association of the Company and approval of all relevant regulatory authorities being obtained for such allotment and issues.”

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)

(Resolution 5)(Resolution 6)

(Resolution 7)

(Resolution 8)


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ORDINARY RESOLUTION 2- PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

“That,subjecttotheListingRequirementsofBursaMalaysiaSecuritiesBerhad,approvalbeand is hereby given to the Company and its subsidiaries to enter into the recurrent related partytransactionsofarevenueortradingnaturewiththoserelatedpartiesasspecifiedinSection 2.2.3 of the Circular to Shareholders dated 29 August 2006, subject further to the following:-

(i) the transactions are in the ordinary course of business which are necessary for day-to-day operations and are on normal commercial terms not more favourable than those generally available to the public and are not to the detriment of the minority shareholdersoftheCompany;

(ii) disclosure is made in the annual report of the aggregate value of transactions conductedpursuanttotheshareholders’mandateduringthefinancialyear ;and

(iii) such approval shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general meeting at which this mandate is passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

(b) theexpirationoftheperiodwithinwhichthenextAGMisrequiredtobeheld pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2)oftheAct);or

(c) revoked or varied by resolution passed by the shareholders of the Company ingeneralmeeting;

whichever is earlier.

And that the Directors and/or any of them be and are hereby authorised to complete and doallsuchactsandthings(includingexecutingsuchdocumentsasmayberequired)togiveeffect to the transactions contemplated and/or authorised by this ordinary resolution.”

ORDINARY RESOLUTION 3- PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

“That,subjecttotheListingRequirementsofBursaMalaysiaSecuritiesBerhad,approvalbeand is hereby given to the Company and its subsidiaries to enter into additional recurrent related party transactions of a revenue or trading nature with those related parties as specified inSection2.2.3oftheCirculartoShareholdersdated29August2006,subjectfurther to the following:-

(Resolution 9)



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(i) the transactions are in the ordinary course of business which are necessary for day-to-day operations and are on normal commercial terms not more favourable than those generally available to the public and are not to the detriment of the minority shareholdersoftheCompany;

(ii) disclosure is made in the annual report of the aggregate value of transactions conductedpursuanttotheshareholders’mandateduringthefinancialyear ;and

(iii) such approval shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general meeting at which this mandate is passed, at which time it will lapse, unless by a resolution passed at the meeting, the authorityisrenewed;

(b) theexpirationoftheperiodwithinwhichthenextAGMisrequiredtobeheld pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2)oftheAct);or

(c) revoked or varied by resolution passed by the shareholders of the Company ingeneralmeeting;

whichever is earlier.

And that the Directors and/or any of them be and are hereby authorised to complete and doallsuchactsandthings(includingexecutingsuchdocumentsasmayberequired)togiveeffect to the transactions contemplated and/or authorised by this ordinary resolution.”

SPECIAL RESOLUTION - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

“That the amendments to the Articles of Association of the Company as set out in Appendix I of the Circular to Shareholders dated 29 August 2006 be and are hereby approved.”

8. To transact any other ordinary business of which due notice has been given.

By Order of the Board

Chan Bee Kuan (MAICSA 7003851)Tan Kon Ling (MAICSA 7031438)Company Secretaries

Selangor Darul Ehsan29 August 2006

(Resolution 10)

(Resolution 11)



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Explanatory Notes To Special Business:

Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965

The Ordinary Resolution 1, if passed, will give powers to the Board of Directors to issue and allot shares at any time in their absolute discretion without convening a general meeting. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature The Ordinary Resolutions 2 and 3, if passed, will allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the related parties in the ordinary course of business which are necessary for its day-to-day operations and on normal commercial terms which are not more favourable than those generally available to the public and are not to the detriment of the minority shareholders of the Company. The details of this proposed mandate are set out in the Circular to Shareholders dated 29 August 2006.

Proposed Amendments to the Articles of Association

TheProposedAmendmentsistoenhanceadministrativeefficiencyoftheCompany.ThedetailsoftheProposedAmendmentsto the Articles of Association are set out in the Circular to Shareholders dated 29 August 2006.

Notes:1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend

and vote in his/her stead. A proxy need not be a member of the Company.

2. Whereamemberappointstwoormoreproxies,theappointmentshallbeinvalidunlesshe/shespecifiestheproportionsofhis/her holdings to be represented by each proxy.

3. The instrument appointing a proxy or proxies, in the case of an individual, shall be signed by the appointer or his/her attorney dulyauthorised,andinthecaseofacorporation,eitherunderitscommonsealorunderthehandofanofficerorattorneyduly authorised in writing.

4. TheinstrumentappointingaproxyorproxiesmustbedepositedattheRegisteredOfficeoftheCompanyatNo.26,Jalan2/6,DataranTempler,BandarBaruSelayang,68100BatuCaves,SelangorDarulEhsannotlessthanforty-eight(48)hoursbefore the time appointed for holding the meeting or any adjournment thereof.

5. WhereamemberoftheCompanyisanauthorisednomineeasdefinedundertheSecuritiesIndustry(CentralDepositories)Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.



112

Statement Accompanying Notice Of Annual General Meeting

1. Directors standing for re-election at the Twenty-Third Annual General Meeting of Metacorp Berhad

(a) Puan Adibah Khairiah binti Ismail @ Daud (Article 101 of the Company’s Articles of Association)

(b) Dato’ Ir. A. Rashid bin Omar (Article 106 of the Company’s Articles of Association)

(c) Dato’ Dr. Nik Hussain bin Abdul Rahman (Section 129(6) of the Companies Act, 1965)

(d) Dato’ Nik Hassan bin Abdul Rahman (Section 129(6) of the Companies Act, 1965)

The shareholdings of Directors standing for re-election as at 24 July 2006 are as follows:-

Name of Director Direct Interest Indirect Interest No. of Shares No. of SharesPuan Adibah Khairiah binti Ismail @ Daud - -Dato’ Ir. A. Rashid bin Omar - -Dato’ Dr. Nik Hussain bin Abdul Rahman 480,000 509,377,778 (1)

Dato’ Nik Hassan bin Abdul Rahman 360,000

Note:(1) Deemed interested by virtue of his spouse’s shareholdings in MTD Capital Bhd, his and his children’s shareholdings in

Nikvest Sdn Bhd, a substantial shareholder of MTD Capital Bhd, which in turn is a substantial shareholder in Metacorp Berhad via its wholly owned subsidiary, Lambang Simfoni Sdn Bhd.

FurtherdetailsofDirectorswhoarestandingforre-electionissetoutintheBoardofDirectors’ProfileofthisAnnualReport.

2. Details of Twenty-Third Annual General Meeting

TheTwenty-ThirdAnnualGeneralMeetingofMetacorpBerhadwillbeheldatitsRegisteredOfficeatNo.26,Jalan2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul Ehsan on Wednesday, 20 September 2006 at 10.00 a.m.

3. Details of Attendance of Directors at Board Meetings

Five (5)boardmeetingswereheldduring thefinancial yearended31March2006anddetailsof attendanceofDirectors are as follows:-

Name of Director Attendance

Dato’ Dr. Nik Hussain bin Abdul Rahman 4/5

Dato’ Azmil Khalili bin Dato’ Khalid 4/5

Dato’ Nik Hassan bin Abdul Rahman 4/5

Dato’ Yu Wen Chieh 5/5

Dato’ Ir. A. Rashid bin Omar 2/2(Appointed on 18 October 2005)

Puan Adibah Khairiah binti Ismail @ Daud 5/5

Dato’ Mustaffa bin Mohd 0/1(Resignedon16June2005)

Number of shares held CDS Account No.FORM OF PROXY

*I/We,.....................................................................................................................*NRICNo./CompanyNo........................................................................................................(FULLNAMEINBLOCKLETTERS)

of................................................................................................................................................................................................................................................................................................(FULLADDRESS)

beinga*member/membersofMETACORP BERHAD,herebyappoint..........................................................................................................................................

........................................................................................................................................NRICNo........................................................................................................................................(FULLNAMEINBLOCKLETTERS)

of..................................................................................................................................................................................................................................................................................................(FULLADDRESS)

or,*failinghim/her,..............................................................................................................NRICNo.........................................................................................................................(FULLNAMEINBLOCKLETTERS)

of................................................................................................................................................................................................................................................................................................(FULLADDRESS)

orfailing*him/her,the*CHAIRMANOFTHEMEETINGas*my/ourproxytoattendandvotefor*me/usandon*my/ourbehalfatthe Twenty-Third Annual General Meeting of the Company to be held at the Registered Office of the Company at No. 26, Jalan 2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul Ehsan on Wednesday, 20 September 2006 at 10.00 a.m. and atanyadjournmentthereof.

Please indicate with an “X” in the spaces provided below as to how you wish your votes to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at *his/her discretion.

NO. RESOLUTIONS FOR AGAINST

1 To receive the Audited Financial Statements for the financial year ended 31 March 2006 together with the Reports of the Directors and Auditors thereon.

2 To approve the payment of Directors’ fees for the financial year ended 31 March 2006.

3 To re-elect Puan Adibah Khairiah binti Ismail @ Daud who retires in accordance with Article 101 of the Company’s Articles of Association.

4 To re-elect Dato’ Ir. A. Rashid bin Omar who retires in accordance with Article 106 of the Company’s Articles of Association.

5 To re-appoint Dato’ Dr. Nik Hussain bin Abdul Rahman who retires pursuant to Section 129(6) of the Companies Act, 1965.

6 To re-appoint Dato’ Nik Hassan bin Abdul Rahman who retires pursuant to Section 129(6) of the Companies Act, 1965.

7 To re-appointMessrsErnst&YoungasAuditorsof theCompanyand toauthorise theDirectors to fix their remuneration.

8 Authority to issue shares pursuant to Section 132D of the Companies Act, 1965.

9 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a RevenueorTradingNature.

10 Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions ofaRevenueorTradingNature.

11 Proposed Amendments to the Articles of Association of the Company. * Strike out whichever not applicable

As witness my/our hand(s) this .......... day of ............................, 2006

.................................................................................SignatureofMember/CommonSeal

Notes:1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the

Company.2. Where a member appoints two or more proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.3. The instrument appointing a proxy or proxies, in the case of an individual, shall be signed by the appointer or his/her attorney duly authorised, and in the case of a corporation, either under its

common seal or under the hand of an officer or attorney duly authorised in writing. 4. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at No. 26, Jalan 2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor

Darul Ehsan not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.5. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each

securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

Fold this flap for sealing

Then fold here

THECOMPANYSECRETARIES

METACORPBERHAD


BandarBaruSelayang

68100 Batu Caves

SelangorDarulEhsan

AFFIX

STAMP

1st fold here

METACORP BERHAD ( 93570-P )26, Jalan 2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul EhsanTel : 603-6120 3322 Fax : 603-6120 3222w w w . m e t a c o r p . c o m . m y

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