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annual report 2008
on cover
Our Homeupholding strength, fulfilling dreams
new launch
Iris Gardendesign for healty & comfort living
CONTENTS3 Corporate Structure 4 Corporate Information 6 Group Financial Highlights
8 Chairman’s Statement 12 Managing Director’s Review of Operations 20 Board of Directors
22 Directors’ Profile 28 Management Team 30 Corporate Calendar 33 Corporate Governance Statement
40 Audit Committe Report 44 Statement of Internal Control 45 Corporate Social Responsibility
47 Recurrent Related Party Transactions 51 Financial Statements 145 List of Properties
147 Analysis of Shareholdings/Irredeemable Convertible Unsecured Loan Stockholdings/Warrants Holdings
156 Notice of Ninth Annual General Meeting
165 Statement Accompanying Notice of Annual General Meeting of the Company
FORM OF PROXY
Living in Comfort Harmony
Finding a comfortable home is the ultimate aim for one's
living and this need can cost more than what a person could
afford monetarily. In fulfilling this dream one must be able to
discover the home partner that could realise this at an
affordable value. For LBS, being a developer to help them in
making their comfortable home ownership dream a reality is
itself a great challenge. For LBS, holding such responsibility
and commitment to the society and delivering this dream to the
people has always been LBS goal in achieving its success.
COVER RATIONALE
annual report 2008
on cover
Our Homeupholding strength, fulfilling dreams
new launch
Iris Gardendesign for healty & comfort living
CORPORATE VISIONTo gain recognition as a responsible and reputable property developer.
CORPORATE MISSIONTo constantly strive to uphold our ability in…
- Building affordable and quality homes (to our purchasers)
- Enhancing shareholder's value (to our shareholders)
- Providing a good career path and at the same time, being a caring
employer (to our employees)
- Fulfilling our social responsibilities as a mindful and good
corporate citizen (to our community)
SEAMLESSBEAUTYA LANDSCAPE THAT AMAZED YOU.
LBS BINA GROUP BERHAD
ANNUAL REPORT 20082/3
Corporate Structureas at 30 April 2009
60%
HEALTHGUARD
MEDICARE SDN BHD
100% TEPUKAN SENJA SDN BHD
90% GALERI CEKAP SDN BHD
80% PRIMA UTUH SDN BHD
71% GENERASI SIMBOLIK
SDN BHD
70% ALUNAN PRESTASI
SDN BHD
70% FOKUS AWANA SDN BHD
70% INTELSTYLE SDN BHD
70% JAUHARI UNGGUL
SDN BHD
70% JOHAN ANGGUN SDN BHD
70% PRISTINE SUNRISE (M)
SDN BHD
55% SEPADAN MAJU SDN BHD
51% AZAM PERSPEKTIF SDN BHD
51% BAYU CERGAS SDN BHD
51% JATIDIRI GIGIH SDN BHD
51% MAYANG JELATEK
SDN BHD
51% PEMBANGUNAN PRIMER
SDN BHD
51% PUNCAK GAMA SDN BHD
51% UTUH ASPIRASI SDN BHD
35% USAHA SEMARAK SDN BHD
35% CASA INSPIRASI SDN BHD
30% DATARAN ENIGMA
SDN BHD
30% SAMBUNGAN AKTIF
SDN BHD
30% SELOKA KUALITI SDN BHD
30% WIRAMA ERA BARU
SDN BHD
100% ADIL RESTU SDN BHD
100% ANGSANA ABADI SDN BHD
100% CERGAS ASAL (M) SDN BHD
100% EQUAL ALLIANCE SDN BHD
100% EQUAL SIGN SDN BHD
100% FOCAL REMEDY SDN BHD
100% GENERASI NOSTALGIA
SDN BHD
100% INDERALOKA IMPIAN
SDN BHD
100% INTELLVIEW SDN BHD
100% KALIMAH JAYA SDN BHD
51% UTUH SEJAGAT
SDN BHD
100% KILATLIMA SDN BHD
100% LBS CAPITAL SDN BHD
100% LBS MAJU SDN BHD
100% LBS PROPERTIES SDN BHD
100% MAJU KAMABISA SDN BHD
100% MISI AKTIF SDN BHD
100% MITC SDN BHD
51% MITC ENGINEERING
SDN BHD
100% PELANGI HOMES SDN BHD
100% PRISMA KASTURI SDN BHD
100% SAGA MEGAH SDN BHD
100% SERIBU BAIDURI SDN BHD
100% SINARAN RESTU SDN BHD
100% DOLOMITE SUNGAI
SIPUT SDN BHD
100% JUARAPLEX SDN BHD
100% KENDERONG
SDN BHD
100% KERANJI BINA
SDN BHD
100% LINGKARAN
SEMANGAT SDN BHD
100% PACIFIC GRANT
SDN BHD
100% SILIBIN JAYA
SDN BHD
55% NILAM MEWAH
SDN BHD
100%
LBS BINA HOLDINGSSDN BHD
100%
SAGA SERATASDN BHD
60%
SPJ CONSTRUCTIONSDN BHD
100%
MAJU KEPUNYAANSDN BHD
100%
LBS LANDSCAPESDN BHD
100%
DRAGON HILLCOPORATION LIMITED
100%
INTELLPLACEHOLDINGS LIMITED
100%
LINKWAY PROPERTYCO., LTD
100%
LAMDEAL
CONSOLIDATED
DEVELOPMENT
LIMITED
100%
LAMDEAL GOLF
& COUNTRY
CLUB LIMITED
60%
ZHUHAI
INTERNATIONAL
CIRCUIT
CONSOLIDATED
DEVELOPMENT
LIMITED
60%
ZHUHAI
INTERNATIONAL
CIRCUIT GOLF &
COUNTRY CLUB
LIMITED
100%
ZHUHAI
INTERNATIONAL
CIRCUIT
CONSOLIDATED
DEVELOPMENT
(HK) LIMITED
100%
LAKEWOOD
GOLF &
COUNTRY
CLUB (HK)
LIMITED
BVI
HK
HKHK
PRCPRC
HK
HK
BVI - The British Virgin Islands
HK - Hong Kong
PRC - The People’s Republic of China
BVI
Corporate Information
AUDIT COMMITTEE
Dato' Kamaruddin bin
Abdul Ghani (Chairman)
Maj Jen (B) Dato'
Mohamed Isa bin Che Kak
Dato' Wong Woon Yow
Kong Sau Kian
NOMINATION ANDREMUNERATIONCOMMITTEE
Kong Sau Kian (Chairman)
Dato' Kamaruddin bin
Abdul Ghani
Dato' Lim Hock San
Datuk Lim Hock Guan
Tan Sri Dato' Seri (Dr) Haji
Abu Hassan bin Haji Omar
Maj Jen (B) Dato'
Mohamed Isa bin Che Kak
ESOS COMMITTEE
Maj Jen (B) Dato'
Mohamed Isa bin Che Kak
(Chairman)
Datuk Lim Hock Guan
Chia Lok Yuen
Mohd Fazil bin Shafie
Kong Sau Kian
Tan Sri Dato' Seri (Dr) Haji
Abu Hassan bin Haji Omar
PSM, SPMS, SMT, PIS,
FCILT, FMIP
(Independent Non-Executive
Director)
Maj Jen (B) Dato'
Mohamed Isa bin Che Kak
JSD, KMN, PPT, SMP,
DSDK, JMN, DPTS, PSAT
(Independent Non-Executive
Director)
Dato' Wong Woon Yow
DSSA
(Independent Non-Executive
Director)
Mohd Fazil bin Shafie
(Independent Non-Executive
Director)
Kong Sau Kian
(Independent Non-Executive
Director)
BOARD OF DIRECTORS
Dato' Seri Lim Bock Seng
SSSA, DPMS, AMN
(Chairman)
Dato' Kamaruddin bin
Abdul Ghani
DIMP, SMP, AMN
(Vice Chairman and Senior
Independent Non-Executive
Director)
Dato' Lim Hock San
DSSA, JP
(Managing Director)
Datuk Lim Hock Guan
DMSM, PJK, JP
(Executive Director)
Dato' Lim Hock Sing
DIMP, JP
(Executive Director)
Datuk Lim Hock Seong
DMSM
(Executive Director)
Chia Lok Yuen
(Executive Director)
LBS BINA GROUP BERHAD
ANNUAL REPORT 20084/5
RISK MANAGEMENTCOMMITTEE
Dato' Lim Hock San
(Chairman)
Datuk Lim Hock Guan
Chia Lok Yuen
Chang Yee Khim
Chew Wee Seong
Yeoh Keong Hoong
COMPANY SECRETARIES
Lee Ching Ching
Phang Ai Tee
REGISTERED OFFICE
Plaza Seri Setia Level 1-4
No. 1 Jalan SS9/2
47300 Petaling Jaya
Selangor Darul Ehsan
Tel : 603 7877 7333
Fax : 603 7877 7111
BUSINESS ADDRESSES
HEAD OFFICEPlaza Seri Setia Level 1-4
No. 1 Jalan SS9/2
47300 Petaling Jaya
Selangor Darul Ehsan
Malaysia
Tel : 603 7877 7333
Fax : 603 7877 7111
IPOHNo. 17 Medan Ipoh 1A
Medan Ipoh Bistari
31400 Ipoh
Perak Darul Ridzuan
Malaysia
Tel : 605 255 8820
Fax : 605 254 4225
CAMERON HIGHLANDSB-G-10 & B-G-12 Block B
Jalan Royal Lily 1
Taman Royal Lily
39000 Tanah Rata
Cameron Highlands
Pahang Darul Makmur
Malaysia
Tel : 605 491 5018
Fax : 605 491 5020
BATU PAHATNo. 22 Jalan Kundang
Taman Bukit Pasir
83000 Batu Pahat
Johor Darul Takzim Malaysia
Tel : 607 438 8688
Fax : 607 438 8233
REGISTRAR
Epsilon Registration Services
Sdn Bhd (629261-T)
Level 17 The Gardens
North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Tel : 603 2264 3883
Fax : 603 2282 1886
corporate information
SOLICITORS
Cheah Poh Gek & Associates
Manjit Singh Sachdev,
Mohammad Radzi & Partners
Rashid Asari & Co.
Steven Tai, Wong & Partners
AUDITORS
UHY Diong
PRINCIPAL BANKERS
Affin Bank Berhad
AmBank (M) Berhad
Bank Kerjasama Rakyat Malaysia Berhad
CIMB Bank Berhad
Export-Import Bank of Malaysia Berhad
HSBC Bank Malaysia Berhad
Public Bank Berhad
STOCK EXCHANGE LISTING
Main Board,
Bursa Malaysia Securities Berhad
WEBSITE
www.lbs.com.my
Group’s Financial
Highlights
Financial Calendar
2003 2004 2005 2006 2007 2008RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Results
Revenue 344,962 398,314 456,412 328,712 281,298 261,254
Profit before taxation 50,855 67,627 69,690 16,025 13,780 10,294
Profit after minority interest 33,199 46,009 36,983 4,622 5,603 21,499
Balance sheet as at 31 december
Paid-up capital 310,909 373,696 378,110 384,239 385,192 386,212
Shareholders’ fund 245,595 351,103 378,734 381,912 394,231 438,817
Net tangible assets 233,475 309,670 331,019 332,187 300,426 345,317
Per ordinary share (Sen)
Net tangible assets 75.1 82.9 87.5 86.5 78.0 89.4
Earning per share 11.6 12.8 9.8 1.22 1.46 5.58
Gross dividend 5.50 5.50 3.25 - - -
Financial Year Ended 31 December 2008
Announcement of Quarterly Results: -First Quarter ended 31 March 2008 28 May 2008Second Quarter ended 30 June 2008 27 August 2008Third Quarter ended 30 September 2008 26 November 2008Fourth Quarter ended 31 December 2008 25 February 2009
Publishing of Annual Report and Audited Financial Statement Issuance Date 3 June 2009
Annual General Meeting 25 June 2009
500,000
400,000
300,000
200,000
100,000
0
400,000
300,000
200,000
100,000
0
6.00
5.00
4.00
3.00
1.00
0
15
12
9
6
3
0
100.0
80.0
60.0
40.0
20.0
0
500,000
400,000
300,000
200,000
100,000
0
50,000
40,000
30,000
20,000
10,000
0
80,000
60,000
50,000
40,000
20,000
0
LBS BINA GROUP BERHAD
ANNUAL REPORT 20086/7
group financial
highlights
‘03
Revenue(RM’000)
344,9
62
‘04
398,3
14
‘05
456,4
12
‘06
328,7
12
‘08
261,2
54
‘07
281,2
98
‘03
Profit after minority interest(RM’000)
33,1
99
‘04
46,0
09
‘05
36,9
83
‘06
4,6
22
‘08
21,4
99
‘07
5,6
03
‘03
Profit before taxation(RM’000)
50,8
55
‘04
67,6
27
‘05
69,6
90
‘06
16,0
25
‘08
10,2
94
‘0713,7
80
‘03
Paid-up capital(RM’000)
310,9
09
‘04
373,6
96
‘05
378,1
10
‘06
384,2
39
‘08
386,2
12
‘07
385,1
92
‘03
Net tangible assets(RM’000)
233,4
75
‘04
309,6
70
‘05
331,0
19
‘06
332,1
87
‘08
345,3
17
‘07
300,4
26
‘03
Shareholders’ fund(RM’000)
245,5
95
‘04
351,1
03
‘05
378,7
34
‘06
381,9
12
‘08
438,8
17
‘07
394,2
31
‘03
Net tangible assets(Sen)
75.1
‘04
82.9
‘05
87.5
‘06
86.5
‘08
89.4
‘07
78.0
‘03
Gross dividend per share(Sen)
5.5
0
‘04
5.5
0
‘05
3.2
5
‘06
0.0
0
‘08
0.0
0
‘07
0.0
0
‘03
Earning per share(Sen)
11.6
‘04
12.8
‘05
9.8
‘06
1.2
2
‘08
5.5
8
‘07
1.4
6
500,000
400,000
300,000
200,000
100,000
0
10,000
30,000
70,000
2.00
Chairman’sStatement
Dato’ Seri Lim Bock SengChairman
INTRODUCTIONYear 2008 was filled with economic
turmoil and uncertainties. The
global economy was surrounded
by the downturn gloom and bloom.
Consumers turned to be caution
which results in weak consumers'
spending and taking longer or even
deferring their decision to commit to
any substantial purchases. Despite
these unprecedented turbulent
times, the Group has managed to
achieve its profitability for the year
2008.
LBS BINA GROUP BERHAD
ANNUAL REPORT 20088/9
CORPORATE HIGHLIGHTS
Renounceable Rights Issue of
New Warrants
During the year, the Group
completed a fund raising
exercise involving the
issuance of 154,076,578
warrants on the basis of two
warrants for every five shares
held at an issue price of
RM0.10 each, to bring down
its borrowings and to fund
future working capital needs.
This fund-raising exercise
adds another dimension to the
Group's financial strength,
providing flexibility to meet the
Group's financing and working
capital requirements, allowing
it to seize potential investment
opportunities at the
appropriate time.
Acquisition of Lamdeal Golf &
Country Club Ltd (“LGCCL”)
In May 2008, the Company
has through its wholly-
owned subsidiary, Dragon Hill
Corporation Ltd (“DHCL”),
exercised its rights to
acquire 100% equity interest in
LGCCL at a total consideration
of USD1.00 only. This exercise
has rendered LGCCL a wholly-
owned subsidiary of LBS and
at the same time brought into
the Group negative goodwill of
RM105.3 million.
Termination of Memorandum
of Understanding (“MOU”)
In October 2008, both The
Peoples Government of Wuhu
County and LBS have mutually
terminated the MOU entered
into for the purpose of the
development of a recreational
and ecological park measuring
approximately 508.3 acres
(3,050 moh) consisting
FINANCIAL PERFORMANCE
The Group has registered a
sales revenue of RM261.3
million (2007: RM281.3 million)
and profit after tax of RM12.6
million (2007: RM9.4 million)
for the financial year ended 31
December 2008. The 7% drop
in sales revenue was mainly
due to lower volume in sales
consequential from deferment
of few launches during the
financial year.
During the financial year, the
Group substantially reduced
its borrowing from RM333.7
million to RM279.1 million as
compared to year 2007, and
improved its gearing from 0.85
times to 0.64 times. This
resulted from the settlement
of RM100 million Commercial
Papers.
Property Development Division
remains the major contributor
to the Group's revenue. For the
year 2008, 87% of the Group's
revenue was from property
development whereas the
remaining 13% was derived
from trading of building
materials, construction,
management and investment
and golf course operation.
DIVIDEND
Given the current state of
affairs, the Board does not
recommend any dividends for
the year 2008. This is to
ensure the sustainability of the
business and to provide a
cushion for any unexpected
future cost escalation and to
provide funds for future growth
of the Group.
chairman’s statement (cont’d)
chairman’s statement
In this challenging business
climate, the Group has
concentrated on affordable
projects in local, focus on cost
management and improving
operation efficiency and product
quality. On the international
front, we will continue to
develop our Lakewood Golf Club
and expedite the proposed
properties development project
in Zhuhai. The Group remains
cautiously optimistic for year
2009 and with the strong project
pipeline, we believe that the
Group will be able to maintain its
growth drive to year 2009.
ACKNOWLEDGEMENT
On behalf of the Board of
LBS, I wish to express my
sincere appreciation to
our shareholders, customers,
bankers, business affiliates
and public at large for your
continuous support in us.
I would like to take this
opportunity to extend our
gratitude to the management
team and staff for their
diligence, commitment and
dedication to the Group. Let
us all work hard and smart
together to ride out the storm!
Thank you.
DATO' SERI LIM BOCK SENGChairman
29 April 2009
property development, golf
course, hotel, clubhouse and
other recreational facilities in
the Wuhu City of Anhui
Province, China.
OUTLOOK AND PROSPECTFOR YEAR 2009
The world economic crisis has
decelerated sharply during the
year 2008, with sharp declines
in global demand, trade and
investments. All major regions
of the world are experiencing
economic contractions at the
same time. As an open
economy, Malaysia has not
been spared and GDP growth
was estimated at -1% to 1% in
2009. Given the bearish
environment, buying sentiment
in the Malaysian residential
property market is expected to
remain low and prices are likely
to soften further.
In tandem with the downturn in
global growth, the Malaysian
economy grew at a slower pace
in 2008 and growth is expected
to remain subdued in 2009 on
account of the weaker external
sector and moderation in
investment activities. With the
implementation of the first and
second stimulus packages
which will contribute towards
mitigating the impact of the
global contraction on the
domestic economy, we have
confident that the economic
fundamentals of the country are
still strong and local banking
systems remained resilient.
CREATINGSPACE
WE PROVIDE NURTURINGENVIRONMENT FORWORK AND PLAY
With the uncertainty cast by the ongoing global
financial crisis, the Group was not spared the same
marsh that has gripped world economies. The Group
continues to remain vigilant and flexible in its
business approach, employing a variety of strategies
that will enhance its capabilities, allowing it to
emerge with strength when the global economy
recovers.
The Group has been prudent and cautious in its
launches under the challenging business
environment especially when the prices for fuel and
building materials increased drastically in early of
year 2008. We have made careful decision to defer
few of our launches for resident properties in the
first half of 2008 to the second half where prices for
fuel and building materials returned to a more
stabilized and acceptable level.
Dato’ Lim Hock San
Managing Director
Managing Director’sReview Of Operations
LBS BINA GROUP BERHAD
ANNUAL REPORT 200812/13
managing director’s
review of operations (cont’d)
NEW LAUNCHES
Anticipating a demand for
industrial units by small and
medium entrepreneurs in
the Puchong vicinity after
conducting a market research,
the Group launched TamanPerindustrian Tasik Perdana@ Puchong in the last quarter
of 2008. This is the latest
industrial project of the Group
since the launch of Taman
Perindustrian Bukit Serdang.
This project comprises 58
units of 11/2-storey semi-
detached factory, 5 units of
11/2-storey detached factory
and 11 lots of industrial plots.
Developed on part of the 40-
acre land located in Puchong,
one of Klang Valley's most
vibrant and established town,
this project will bring into the
Group GDV of RM130 million.
The response for new launch
of the Crystal II (double storey
link houses) in the BandarSaujana Putra (BSP) project
in March 2008 was not up
to its expectations. After
reviewing the strategy and
carried out extensive
residential property market
research, the Group tested the
market with the launch in May
2008 its 36 units of Alam
Idaman (single storey cluster
link houses) in Taman TasikPuchong with a different price
package. The launch was very
well received with strong take-
up rate. Todate, the entire 36
units of Alam Idaman have
been fully sold.
The outcome from the
launches reflects the ability
of LBS team in exercising
its nimble and innovative
approach to market changes,
adapting and responding to
such challenges quickly and
astutely. Riding on the wind of
this encouraging result, the
Group launched its Iris Garden
(single storey link houses) in
BSP in February 2009. All the
220 units launched have
been fully taken up in a period
of 2 months. The response
for Iris Garden has given
positive influence to the sales
sentiment for Crystal II and
todate, all the 48 units of
Crystal II have been fully sold.
PROJECT STATUS UPDATE
Bandar Saujana Putra, Selangor
Accessing to BSP, LBS' flagship
project, has become much
convenient since the BSP Elevated
Interchange connected to the
ELITE Highway (Exit 606) opened to
traffic in March 2008. We are
another step closer to our target in
making BSP a robust township.
Located strategically along the
ELITE Highway and at the hub of
Southern Corridor of Selangor
Darul Ehsan, out of the 835 acres of
development land, BSP still has
about 500 acres land for its future
development. As of today, 4,785
units of properties in BSP
comprising apartments, link houses
and shop units have been handed
over to purchasers. Extensive
launches for various innovative
products are in the pipeline for the
year 2009.
Taman Tasik Puchong, Selangor
Taman Tasik Puchong is a mixed
development comprising residential
and commercial units situated in
the heart of Puchong, Selangor.
During the financial year ended 31
December 2008, a total of 144 units
comprising double storey link
houses and double storey shops
have been completed and handed
over to the purchasers.
This development can be well
connected via Damansara-
Puchong Highway and it also
accessible from ELITE Highway
linked by the Approved Cloverleaf
Interchange-Putrajaya in near
future. This interchange, which
is developed by Perbadanan
Kemajuan Negeri Selangor (PKNS)
and targeted to complete in year
2009, will be interlinking with most
integrated townships like Puchong,
Seri Kembangan, Putrajaya,
Cyberjaya and KLIA.
The project will soon see further
launches of the popular double
storey link houses and townhouse
with gated and guarded facilities.
managing director’s
review of operations (cont’d)
LBS BINA GROUP BERHAD
ANNUAL REPORT 200814/15
managing director’s
review of operations (cont’d)
Taman Bercham Tropicana,Perak
Located about 5km to Ipoh
town center and 2km to
Tambun in the state of Perak
Darul Ridzuan, this project
consists of 384 units of
properties for residential and
commercial spread across a
piece of land of 64 acres in
Bercham. This project was
completed in year 2008.
Taman Royal Lily, Pahang
Taman Royal Lily is located
in Cameron Highlands which
is the largest and most
famous hill resort in Malaysia.
Cameron Highlands is also an
ideal holiday and leisure
destination not only has
attracted the local tourist but
foreigners from many
countries. Taman Royal Lily is
a mixed development project
on a piece of land of 30 acres
comprising shop apartments,
5-storey apartments, double
storey link houses and
bungalow lots with total GDV
of RM86 million.
Bandar Putera Indah, Johor
Consists of more than 8,800
units of mixed development
of residential and commercial
units, this self-contained
township is located
approximately 7km from Batu
Pahat town center. Its easy
access to Yong Peng and
Muar has raised the keen
interest from the public. Since
the initial launch in October
2002, a total of 702 units of
various types of houses have
been completed and
delivered. The next launch in
the pipeline is the popular
single storey link houses.
Development Project in Zhuhai
The Group has a majority interest (60%) through its wholly-
owned subsidiary, Dragon Hill Corporation Limited (DHCL) in
a 197-acre property development project in the blooming hi-
tech zone of Jingding, near Zhongsan central business
district in the city of Zhuhai, Guangdong Province of China.
Located within and around the 36-hole golf course in the
Lakewood Golf Club, the development concept envisages a
series of resort living residential units such as bungalow,
super-link and condominium with value added features and
facilities. This concept of high-end landed properties within
a golf course is the first of its kind in Zhuhai. This, apart from
being a gated-and-guarded community, is the project's main
selling point and appealing to affluent locals as well as those
in the hi-tech industry in the nearby vicinity. The concept is
also expected to attract Hong Kong and Macau residents, a
strong target market for high-end, landed residential
property in Zhuhai.
As the site is located on a major transport corridor well
served by hi-tech transport networks, residents would have
easy and direct access to Guangdong, Macau and Hong
Kong. Taking the advantage of the commercial benefits that
will be brought by the Guangzhou-Zhuhai Inter-City Light
Rail Transport System where one of its 18 stations that is
situated on part of the development land, commercial units
are planned to be built on the parcel of land next to this
station.
The proposed development project is estimated to have
tenure of 6-8 years with a total estimated GDV of RM5 billion.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200816/17
managing director’s
review of operations (cont’d)
OPERATION OF GOLF CLUB
Another remarkable milestone
in LBS overseas expansion
plans is its first foray into the
golf and leisure industry,
through a joint venture with a
local state-owned company to
own and operate an award
wining 36-hole golf course in
Zhuhai, an affluent city in
Guangdong Province, China.
Lakewood Golf Club, awarded
with the “China Top 10 Best
Value Golf Club 2008” and
“Best Scenery Golf Course
2007” is located at Jinding,
Zhuhai. It just takes 15
minutes from Lakewood to
downtown, 30 minutes to
Zhuhai Ferry Terminal (from
which it takes 1 hour to
Shekou or Hong Kong) and 35
minutes to Gongbei Port (from
which it takes 10 minutes to
Macau International Airport).
Lakewood has exploited to
the full of the abundant natural
features of lake, sand and
wild plants to create two
international standards par-72
18 holes superb golf courses -
-- Lake Course and Mountain
Course. It also has its own
training school and golf
professionals located at a 32-
berth driving range.
The financial achievement of
Lakewood could be reflected
in the awards garnered in year
2008:
• Top 10 Corporation InFinancial Contribution to
Zhuhai National Hi-Tech
Industries Development
Zone
• Top 10 Corporation in Tax Contribution by
Zhuhai Tourism Board
LBS has on 2 May 2008
through DHCL exercised the
option rights to acquire the
entire equity interest in
Lamdeal Golf & Country
Club Ltd (“LGCCL”) for a
consideration of USD1.00
only. LGCCL is entitled to a
profit sharing of 60% in
Lakewood.
MANAGEMENT &CONSULTANCY
Management and consultancy
are the strength of LBS.
Since 2004 where DHCL
has been appointed
Management Consultant to
manage the operations of
Zhuhai International Circuit
(ZIC), lots of efforts has been
put in to turnaround this first
international standard racing
circuit in China.
Throughout the years it operates
under the management of
DHCL, ZIC has received many
awards. The most recent one
was the “Best Event Award” for
its Pan Delta Super Racing
Festival which was won in the
"2008 China Motor Sport
Annual Gold Awards" organized
by Autonews Magazine. The
Operation Director of ZIC, Mr
Stewart Tan has also crowned
with “Personality of the Year” in
the said annual event.
During the year under review,
ZIC has organized more than
10 racing events including A1
GP World Cup of Motorsport,
Pan Delta Super Racing
Festival, Petronas Sprinta FIM
Asian Grand Prix, China
Formula Open and China
Superbike Championship.
managing director’s
review of operations (cont’d)
LBS BINA GROUP BERHAD
ANNUAL REPORT 200818/19
managing director’s
review of operations
GROUP PROSPECTS
The Group is cognisant of the many challenges that lie ahead. It will
continue to closely review all its operations and projects, and may defer or
develop a project in phases depending on the rapid changing business
environment. This review will trim fat and conserve cash, and allow us to
invest in attractive opportunities that may show up later. The Group will
remain focused in its core businesses of developing affordable and quality
homes with constant monitoring the business strategies.
The Group will take pragmatic strategy in managing the risks and
opportunities. LBS team will continue exercising prudence in management
of expenses and remain thrifty and will work harder to ensure no stone is
left unturned in the drive towards continued profitability.
APPRECIATION
I would like to express my profound appreciation to the shareholders,
customers, business associates, bankers, government authorities,
regulatory bodies and mass media for their support, patience and trust on
our management during the year. To the management and staff, I wish to
extend my sincere gratitude for their loyalty, dedication and commitment
to the Group.
Last but not least, I would like to thank my fellow directors for their
undying support and valuable advice to the Group throughout the year.
DATO' LIM HOCK SANManaging Director29 April 2009
from left to right:
1. Datuk Lim Hock Seong (Executive Director)2. Dato’ Lim Hock Sing (Executive Director)3. Dato’ Lim Hock San (Managing Director)4. Dato’ Seri Lim Bock Seng (Chairman)5. Dato’ Kamaruddin bin Abdul Ghani (Vice Chairman & Senior Independent Non-Executive Director)6. Datuk Lim Hock Guan (Executive Director)
Board Of Directors
from left to right:
1. Mohd Fazil bin Shafie (Independent Non-Executive Director)2. Kong Sau Kian (Independent Non-Executive Director)3. Chia Lok Yuen (Executive Director)4. Tan Sri Dato’ Seri (Dr) Haji Abu Hassan bin Haji Omar (Independent Non-Executive Director)5. Dato’ Wong Woon Yow (Independent Non-Executive Director)6. Maj Jen (B) Dato’ Mohamed Isa bin Che Kak (Independent Non-Executive Director)
board of directors
LBS BINA GROUP BERHAD
ANNUAL REPORT 200820/21
Directors’ Profile
DATO’ SERI LIM BOCK SENG
Malaysian, age 78, Chairman of LBGB and
the founder of LBS Bina Holdings Sdn Bhd
(“LBS”), was appointed as the Chairman of
LBS Bina Group Berhad (“LBGB” or
“Company”) on 6 December 2001. He has
more than 30 years of experience in the
construction and property development
sectors. He was initially involved in the
supply and transportation of sand,
aggregates, earth and ball clay for
construction of infrastructure works such
as earthworks, sewerage works, roads
and drainage. Subsequently he ventured
into construction of houses, shops and
factory buildings.
Dato' Seri Lim is active in community
activities, particularly in the Seri Setia area
in Petaling Jaya, Selangor. He sits on the
boards and committees of several non-
profit-making organisations. He is the
Chairman of the Management Board and
Building Committee of SJK (C) Sungai
Way, Chairman of Persatuan Hokkien
Sungai Way, Deputy Chairman of Seri
Setia Old Folks Home, Adviser to Khuan
Loke Club, Seri Setia, Adviser to General
Traders Association, Sungai Way -
Subang, Permanent Honorary Chairman of
the Old Boys Association of SJK (C)
Sungai Way, Adviser for Youth Club Sungai
Way, Adviser of Selangor and Kuala
Lumpur Lim Clansmen Association, Vice
Chairman of the Ann Khoe Association,
Selangor & Wilayah Persekutuan,
Honorary President of the Federation of
Hokkien Association, Malaysia and
Permanent Honorary Adviser to Loong
Thien Kong, Kajang. Dato' Seri Lim also
sits on the Board of several private
companies.
He is the father of Dato' Lim Hock San
(Managing Director), Datuk Lim Hock
Guan (Executive Director), Dato' Lim Hock
Sing (Executive Director) and Datuk Lim
Hock Seong (Executive Director). Dato'
Seri Lim has no conflict of interests with
the Company and he has no convictions
for any offences within the past 10 years.
DATO’ KAMARUDDIN BINABDUL GHANI
Malaysian, age 64, joined the Board of
Directors of LBGB on 6 December 2001.
Dato' Kamaruddin is a consultant in
equestrian. He is very active in the
equestrian sport, representing Malaysia in
equestrian and polo competitions and won
numerous prizes, including being gold
medallist in the Kuala Lumpur SEA Game
2001 and World Endurance Champion for
2001. He is a founder member and past
president of the Malaysian Equestrian
Association; founder member of the
Malaysian Endurance Riding Society
and also held committee positions in
various equestrian and polo clubs. As
a consultant, Dato' Kamaruddin has
designed and built the Bukit Kiara Resort
Bhd and the Putrajaya Equestrian Park.
He is also the Organising Committee
of the World Equestrian Endurance
Championship 2008.
Besides sitting on the Board of several
private limited companies, he is the
Chairman of Audit Committee and
member of Nomination and Remuneration
Committee in LBGB.
He does not have any family
relationship with any Director and/or
Major Shareholder of the Company.
He has no conflict of interests with the
Company and he has no convictions for
any offences within the past 10 years.
directors’ profile (cont’d)
LBS BINA GROUP BERHAD
ANNUAL REPORT 200822/23
DATO’ LIM HOCK SAN
Malaysian, age 51, joined LBS in 1982 and
became the Managing Director of LBS in
1992. On 6 December 2001, Dato' Lim
was appointed the Managing Director
of LBGB. Graduated with First Class
Honours in Civil Engineering from the
University of Wales, United Kingdom in
1982, Dato' Lim won the second prize in
the British Steel Corporation Competition
for Design in Hollow Steel Section in the
same year.
Dato' Lim's excellent business foresights,
technical expertise and 26 years of
management experience have well
positioned him as the Key Leader. Under
his leadership, LBGB and its subsidiaries
(“Group”) have grown and developed as
one of the major players in property
development.
Dato' Lim is also very active in community
works of various charitable organisations.
Presently, Dato' Lim is the Chairman of the
Old Boys Association of SJK (C) Sungai
Way, Chairman of the Board of Governors
of SMJK Katholik, Director of
Management Board of SJK (C) Sungai
Way and Treasurer of Persatuan Hokkien
Seri Setia.
Besides sitting on the Board of several
private companies, Dato' Lim is the
Chairman of Risk Management Committee
and member of Nomination and
Remuneration Committee in LBGB.
The eldest son of Dato' Seri Lim Bock
Seng (Chairman) and brother of Datuk Lim
Hock Guan (Executive Director), Dato' Lim
Hock Sing (Executive Director) and Datuk
Lim Hock Seong (Executive Director),
Dato' Lim has no conflict of interests with
the Company and he has no convictions
for any offences within the past 10 years.
DATUK LIM HOCK GUAN
Malaysian, age 47, was appointed as
Executive Director of LBGB on 6
December 2001. He is a Civil Engineer
by profession. He holds a B.Sc. Civil
Engineering from the Tennessee
Technology University, USA.
Datuk Lim Hock Guan has more than
19 years of extensive experience in the
field of property development and
construction. He is in charge of the
Group's projects in Klang Valley and he is
one of the major driving forces behind the
LBS Group's successful implementation of
the projects in the Klang Valley.
Datuk Lim Hock Guan also sits on the
Board of several private companies. He is
also active in community works and has
involved in several non-profit-making
organisations. He is also a qualified
sharpshooter from National Riffle
Association, Washington D.C.
He is member of Risk Management
Committee, Nomination and Remuneration
Committee and ESOS Committee in LBGB.
He is the son of Dato' Seri Lim Bock Seng
(Chairman) and brother of Dato' Lim Hock
San (Managing Director), Dato' Lim Hock
Sing (Executive Director) and Datuk Lim
Hock Seong (Executive Director). Datuk
Lim Hock Guan has no conflict of interests
with the Company and he has no
convictions for any offences within the
past 10 years.
directors’ profile (cont’d)
DATUK LIM HOCK SEONG
Malaysian, age 43, graduated from Kolej
Damansara Utama with a Diploma
in Telecommunication and Computer
Engineering in 1990, and was appointed
Executive Director of LBGB on 6
December 2001. He is also the Executive
Director of LBS since 1991.
As a Director in charge of Ipoh-based
property development projects, he
monitors the initialisation, planning,
management and overseeing day-to-day
operations of the projects.
He is a member of the Yayasan Ang
Koai Selangor, the Malaysian Chinese
Association, the Persatuan Hokkien Seri
Setia as well as other charitable and non-
profit-making organisations. Datuk Lim
Hock Seong is also actively involved in
community works. He also sits on the
Board of several subsidiary companies of
LBS Group.
Upon playing an active role in the
social development and well-being of the
community, Datuk Lim Hock Seong has
been conferred the Diraja Mulia Seri
Melaka (D.M.S.M.) by His Royal Highness
Yang di-Pertua Negeri Melaka in 2007.
He is the son of Dato' Seri Lim Bock Seng
(Chairman) and brother of Dato' Lim Hock
San (Managing Director), Datuk Lim Hock
Guan (Executive Director) and Dato' Lim
Hock Sing (Executive Director). Datuk Lim
Hock Seong has no conflict of interest with
the company and he has no convictions
for any offences within the past 10 years.
DATO’ LIM HOCK SING
Malaysian, age 45, was appointed
Executive Director of LBGB on 6
December 2001. He is also a Director of
LBS since 1992 and is in charge of
the LBS Group's projects in Cameron
Highlands. He graduated in 1989 with a
Bachelor of Arts Degree in Accountancy
from Eastern Washington University, USA.
Prior to joining LBS, he was with Khoo &
Co., a public accounting firm, as an audit
supervisor.
Dato' Lim Hock Sing has more than 14
years experience in the property
development sector and has been
invaluable in providing expertise in the
areas of marketing, property valuation and
finance. He also sits on the Board of
several private companies.
Dato' Lim Hock Sing is also actively
involved in community works. He is an
Executive Committee Member of the
Young Entrepreneurs' Association of
Malaysia (PUMM) since year 2002 and a
member of the Hokkien Association of
Sungai Way Selangor. Moreover, he has
been elected as a leader in Youth Group of
Kuala Lumpur Lim Clansmen Association
and actively involved himself in the Sungai
Way Old Boys Association as a member.
He is the son of Dato' Seri Lim Bock Seng
(Chairman) and brother of Dato' Lim Hock
San (Managing Director), Datuk Lim Hock
Guan (Executive Director) and Datuk
Lim Hock Seong (Executive Director).
Dato' Lim Hock Sing has no conflict of
interests with the Company and he has no
convictions for any offences within the
past 10 years.
directors’ profile (cont’d)
LBS BINA GROUP BERHAD
ANNUAL REPORT 200824/25
CHIA LOK YUEN
Malaysian, age 50, was appointed as a
Director of LBGB on 6 December 2001
and was promoted to Executive Director
on 1 July 2005. He is an Associate
member of the Institute of Chartered
Secretaries and Administrator, UK (ACIS)
and an Associate member of the Institute
of Bankers Malaysia (AIBM). He is also a
MBA graduate from the prestigious
Heriott-Watt University in Edinburgh,
United Kingdom.
Chia Lok Yuen was previously a banker
by profession under the employment of a
well known domestic bank for more than
16 years. He has gained vast experience
and exposure in local and international
corporate business dealings.
He joined LBS as the Senior General
Manager in 1996 in charge of the overall
management and business operations of
the Group. He has contributed significantly
towards the growth of the LBGB Group
and its subsequent listing in the Bursa
Malaysia Securities Berhad.
He is responsible for the LBS Group's
overall operations.
Chia Lok Yuen also sits on the Board of
several subsidiary companies of the
Group. He is also a member of the Risk
Management Committee and ESOS
Committee in LBGB.
He does not have any family relationship
with any Director and/or Major
Shareholder of the Company. He has no
conflict of interests with the Company and
he has no convictions for any offences
within the past 10 years.
MAJ JEN (B) DATO’ MOHAMED
ISA BIN CHE KAK
Malaysian, age 73, joined the Board of
Directors of LBGB on 6 December 2001. He
is currently a Director of Affin Holdings
Berhad and C.I. Holdings Berhad. After
graduating from the Royal Military College,
he was commissioned into the Royal Malay
Regiment in 1958. In his course of military
career, he attended various military training
courses such as The Joint Services
Command and Staff College in Willington,
India where he qualified with Pass Staff
College (psc), The Senior Officers
Management Course in Naval Staff College
in Monteray, California, United States of
America.
In his more than 32 years of service in the
Malaysian Army, he had served in various
capacities both Regimental and Staff.
Among his early appointments was the
Regimental Intelligence Officer serving with
the United Nation Forces in Congo. He was
also appointed as the Aide De Camp (ADC)
to His Majesty Yang Di-Pertuan Agong of
Malaysia from 1971 to 1975. In recognition
of his services, he was awarded with the
military honour of Pingat Setia Angkatan
Tentera.
He is the Chairman of ESOS Committee,
a member of Audit Committee and
Nomination and Remuneration Committee
in LBGB.
He does not have any family relationship
with any Director and/or Major Shareholder
of the Company. He has no conflict of
interests with the Company and he has no
convictions for any offences within the past
10 years.
directors’ profile (cont’d)
TAN SRI DATO’ SERI (DR)HAJI ABU HASSAN BIN HAJIOMAR
Malaysian, aged 68, joined the Board of
Directors of LBGB on 20 August 2004, has
about forty-one (41) years of experience in
the civil and public services. He holds an
Honours Degree in Geography as well as a
Masters Degree in Regional Development
from the University of Hull, United
Kingdom. In 1985, he was awarded the
Honorary Doctorate of Science Degree
from the same university. He has held
various administrative and political
positions. Amongst the civil service posts
he held were District Officer, Hulu Langat;
Principal Assistant Secretary, Economic
Planning Unit, Prime Minister's
Department and Deputy State Secretary,
Selangor. He was the Minister of Welfare
Services from 1984 to 1986, the Minister
of Federal Territory from 1986 to 1987, the
Minister of Foreign Affairs from 1987 to
1991, the Minister of Domestic Trade and
Consumer Affairs from 1991 to 1997 and
the Menteri Besar of Selangor from 1997
to 2000. He was Member of Parliament
(Kuala Selangor) from 1978 to 1997 and
Selangor State Assemblyman (Permatang)
from 1997 to 2004. He is now a member of
the Selangor Royal Council (Dewan DiRaja
Selangor) and Pro-Chancellor of Universiti
Industri Selangor (UNISEL) and President
of Majlis Bekas Wakil Rakyat (MUBARAK)
Selangor, and a member of UMNO
Election Committee.
Tan Sri Dato' Seri (Dr) Haji Abu Hassan
is currently Chairman, Advisor and
Director of several public and private
limited companies. Amongst them is as
Chairman of OILFAB Sdn. Bhd. He is
also Patron, Chairman and President
of a number of Non-Governmental
Organisations. Amongst them are Patron,
University of Hull Alumni; Chairman, Board
of Trustees, Mental Health Foundation
Malaysia; Patron, Rumah Tunas Harapan
Tengku Ampuan Rahimah, Kuala Selangor;
Patron, Persatuan Bekas Murid-Murid,
Sekolah Tinggi Klang, Selangor; Advisor of
Royal Klang Club and Chairman of Derma
Alam Shah Committee. In Kota Kemuning,
Shah Alam where he resides, he is Patron
of the Kota Kemuning Residents'
Association, PTA of Sek. Rend. Keb. Kota
Kemuning 2 and Patron Suraus Al-Hijrah
and As-Solehin.
He is a member of the Nomination and
Remuneration Committee in LBGB.
He does not have any family relationship
with any Director and/or Major Shareholder
of the Company. He has no conflict of
interests with the Company and he has no
convictions for any offences within the past
10 years.
DATO’ WONG WOON YOW
Malaysian, age 70, joined the Board of
Directors of LBGB on 20 August 2004. He
is a Diploma holder in Banking and Credit
Management and the Executive Diploma
in Marketing and Selling Bank Services
from International Management Centre,
United Kingdom. He served Malayan
Banking Berhad for more than 33 years.
During this period he gained much
exposure and experience in managing
various branches as well as managing
head office departments. He is also well
known and respected in the local business
community.
After leaving Malayan Banking Berhad
in 1993 he ventured into property
development.
He is a member of the Audit Committee
of LBGB.
He does not have any family relationship
with any Director and/or Major
Shareholder of the Company. He has no
conflict of interests with the Company and
he has no convictions for any offences
within the past 10 years.
directors’ profile
LBS BINA GROUP BERHAD
ANNUAL REPORT 200826/27
MOHD FAZIL BIN SHAFIE
Malaysian, age 40, was appointed to the
Board of LBGB on 6 December 2001 as an
Independent Non-Executive Director. He
obtained a Bachelor in Civil Engineering
(Hons) Degree from Universiti Teknologi
Mara in 1995. Subsequently he further
obtained the accreditation of Master of
Business Administration from Oxford
University, United Kingdom in year 2009.
He began his career as a project engineer
and was promoted to become a project
manager with Perangsang International
Sdn Bhd. He has over 10 years of working
experience in civil engineering and is
currently the Managing Director of a
private management consultant company.
He is a member of ESOS Committee in
LBGB.
He does not have any family relationship
with any Director and/or Major
Shareholder of the Company. He has no
conflict of interests with the Company and
he has no convictions for any offences
within the past 10 years.
KONG SAU KIAN
Malaysian, age 44, joined the Board of
Directors of LBGB on 6 December 2001.
He is a member of the Malaysian Institute
of Accountants. He graduated with a
Bachelor of Accounting (Honours) degree
from University of Malaya in 1988.
Subsequently, he joined an international
public accounting firm until 1992 where
he gained exposure in areas include audit
of wide range of industries, corporate
restructuring, acquisition audit and other
special assignment. He also sits on the
Board of LBI Capital Berhad.
He is the Chairman of Nomination and
Remuneration Committee, member of
Audit Committee and ESOS Committee
in LBGB.
He does not have any family relationship
with any Director and/or Major
Shareholder of the Company. He has no
conflict of interests with the Company and
he has no convictions for any offences
within the past 10 years.
Management Team
from left to right:
1. Lee Cheong San (Senior Manager, Project)
2. Lim Lit Chek (Senior General Manager, Construction)
3. Wong Tack Leong (Assistant General Manager, Construction)
4. Gan Poh Chin (Senior Manager, Contract)
5. Loh Yin Hui (Senior Manager, Maintenance)
6. Nazeri bin Saad (Assistant General Manager, Project)
7. Ong Beng Choo (Senior Manager, Human Resources)
management team
LBS BINA GROUP BERHAD
ANNUAL REPORT 200828/29
from left to right:
1. Lau Sau Kheng (Senior Manager, Sales Administration)
2. Chang Yee Khim (General Manager, Corporate Finance)
3. Wong Kah Yeen (Senior Manager, Sales Administration)
4. Datin Karen Lim (General Manager, Administration & IT)
5. Chew Wee Seong (Assistant General Manager, Sales Administration)
6. Lim Moi Soan (Senior Manager, Purchasing)
7. Lee Ching Ching (General Manager, Secretarial & Corporate Affairs)
MAY 20081. Staff participated in the 25th Kiwanis
Treasure Hunt organised by Kiwanis
Down Syndrome Foundation-National
Centre. LBGB was the main sponsor for
this event.
JUNE 20082. LBGB held its 8th Annual General
Meeting at Tropicana Golf & Country
Resort, Petaling Jaya, Selangor Darul
Ehsan.
JULY 20083. A seminar for directors and management
staff on “Internal Control Guidelines
“(Methodology for the Evaluation of
Internal Controls in Corporate
Governance)” conducted by Mr P.
Kanason in LBGB's head office.
4. The 2008 Council of China's Foreign
Trade Forum held at Zhuhai, China,
co-organised by China Council for the
Promotion of International Trade (CCPIT)
and LBGB head office.
SEPTEMBER 20085. The President of CCPIT Guangdong
Sub Council, Mr Chen WenJie and other
Chinese trade delegates from China
visited LBGB head office.
OCTOBER 20086. Staff (first and second from right)
participated in the Charity Food & Funfair
"Down by the Station" organised by
Kiwanis Down Syndrome Foundation-
National Centre at its premises at Taman
SEA in Petaling Jaya, Selangor Darul
Ehsan.
Corporate Calendar
1
3
4
2
5 6
4
LBS BINA GROUP BERHAD
ANNUAL REPORT 200830/31
DECEMBER 20087. Official launching for 1 1/2 storey semi-
detached factory at Taman Perindustrian
Tasik Perdana at Puchong.
FEBRUARY 20098. An in-house seminar entitled
"Understanding the Role of Corporate
Social Responsibility in Protecting Your
Long-Term Profits" conducted by
Professor John Zinkin organised for the
benefits of directors and management
staff of LBGB.
9. Launch for Iris Garden in Bandar Saujana
Putra has received an encouraging
response.
APRIL 200910. The opening ceremony of show unit - Iris
Garden at Bandar Saujana Putra.
corporate calendar
7 7
9 10
8 8
COMFORTABLELIVINGSHARING A GOODLIFE WITH FAMILY,FRIENDS AND NEIGHBOURS.
Corporate Governance Statement
LBS BINA GROUP BERHAD
ANNUAL REPORT 200832/33
In conforming to the requirements set out in Paragraph 15.26 of the Listing Requirements of Bursa Malaysia SecuritiesBerhad (“Bursa Securities”), the Board of Directors (“Board”) of LBS Bina Group Berhad (“LBGB” or “Company”) ispleased to report to its shareholders on the manner the measures have been taken to ensure the principles and bestpractices defined in The Malaysian Code on Corporate Governance (Revised 2007) (“Code”) have been adhered tothroughout the financial year ended 31 December 2008 (“FY 2008”).
(A) BOARD OF DIRECTORS
Composition of the Board
A total of twelve members sit on the Board of LBGB. The composition of the Board is as follows:
Designation No. of Directors
Non-Independent Non-Executive Director (Chairman) 1Independent Non-Executive Directors (including Vice Chairman) 6Managing Director 1Executive Directors 4
The roles played by Chairman and Managing Director are separated and clearly defined. The Chairman of LBGB isresponsible for the conduct and effectiveness of the Board to ensure the policies and systems are effectivelymonitor and properly in place. Conversely, the Managing Director would have close monitoring on day-to-daybusiness operations and finance, leading the management team and carrying out the policies and decisions ofLBGB Group (“Group”). The clear roles’ distinction has achieved a balance of power and authority, such that noone individual has unfettered powers of decisions.
All Board members bring a wide spectrum of professional background with equipped expertise, experience, skilland knowledge in business, financial, banking, technical, corporate and management. This balance enables theBoard to provide clear and effective leadership to the Group and bring informed and independent judgement tomany aspects of the Group’s strategy and performance. Details of the profile of each Director are set out under thesection of Profile of Directors contained in this Annual Report.
Besides the Board assumed the overall responsibility for a proper conduct of the Group’s business, the Board hasalso entrusted the Audit Committee, Nomination and Remuneration Committee, Employee Share Option Scheme(“ESOS”) Committee and Risk Management Committee, all of which operate within their respective defined Termsof Reference. Reports of proceedings and outcome of these committees are submitted to the Board.
Board Meeting
During the FY 2008, a total of five Board meetings were held. The attendance of each Director at the BoardMeetings is tabulated as below:
Directors Attendance
Dato' Seri Lim Bock Seng 5/5Dato' Kamaruddin bin Abdul Ghani 5/5Dato' Lim Hock San 5/5Datuk Lim Hock Guan 5/5Dato' Lim Hock Sing 5/5Datuk Lim Hock Seong 5/5Chia Lok Yuen 5/5Tan Sri Dato' Seri (Dr) Haji Abu Hassan bin Haji Omar 5/5Dato' Wong Woon Yow 5/5Maj Jen (B) Dato' Mohamed Isa bin Che Kak 5/5Mohd Fazil bin Shafie 5/5Kong Sau Kian 4/5
corporate governance statement (cont’d)
Supply of Information
Notice of meetings, minutes of meetings, quarterly financial reports, annual financial statements, follow up reports
and other supporting documents in relations to the issues of the meetings are distributed to Board members prior
to the meeting date. Besides financial oriented information, the Board is also supplied with other reports such as
information on market share and the current property market development in Malaysia.
During the Board meetings, the Independent Non-Executive Directors are also briefed on business outlook, major
acquisition and disposal of assets/investments and updates from business development including overseas
operations. All directors are invited to deliberate and discuss on any issues as they deem fit. All the proceedings
held and decisions made in the Board meetings are properly recorded and minutes of meetings are kept forming
part of the statutory record of the Company upon adoption by the Board. Senior Management staff would be
invited to attend the Board meetings as and when necessary to provide the Board with sufficient explanation and
to answer the relevant questions raised by the Board with cross reference to the agenda tabled at the Board’s
meetings.
All directors have full and unrestricted access to the advice and services of the Company Secretaries, Internal
Auditors and External Auditors. The Company Secretaries who attend each Board meetings play an important
role to ensure that Board procedures are adhered to at all times during meetings and advise the Board on
matters including corporate governance requirements. The Board is updated with new regulatory, regulations or
requirements concerning their duties and responsibilities. In addition, the Board may seek any independent
professional advice at the expense of the Company if required in furtherance of their board duties.
Where a potential conflict of interest may arise, it is mandatory practice for the Director concerned to declare his
interest and abstain from the decision making process.
Board Committees
No changes on the composition of the Board Committees during the FY 2008.
a) Audit Committee
Please refer to the Audit Committee Report which forms part of this Annual Report for further details.
b) ESOS Committee
The ESOS Committee is entrusted with the tasks of administer and implement the ESOS in accordance with
the Bye-Laws of ESOS and exercise of any discretion under the Bye-Laws with regards to the eligibility of
employees to participate in the ESOS, share offers and share allocations and to attend to such other matters
as may be required in carrying out the ESOS.
c) Nomination and Remuneration Committee (“NRC”)
The NRC consists of a majority of independent non-executive directors. The Board through this Committee
reviews its required mix of skills and experience and other qualities required at Board level annually to ensure
effectiveness of the Board.
The NRC also reviews remuneration package comprising salaries, bonuses, benefits-in-kind and allowances
of Executive Directors and Senior Management staff annually to ensure that the remuneration packages are
fair and reasonable. The determination of the remuneration of the Non-Executive Directors is a matter for the
Board as a whole.
d) Risk Management Committee (“RMC”)
The RMC was established to oversee the implementation of the risk management system and to ensure that
the risk management process is in place and functioning effectively.
corporate governance statement (cont’d)
LBS BINA GROUP BERHAD
ANNUAL REPORT 200834/35
Appointment and Re-election of Directors
Appointments to the Board are made based on the recommendation of the NRC.
In accordance with the Company’s Articles of Association, one third (1/3) of the Board, including the Managing
Director, shall retire from office at least once in every three (3) years. These retiring directors shall be eligible for re-
election. The Articles of Association also provide that a Director appointed by the Board during the year shall also
be subjected to re-election at the forthcoming Annual General Meeting (“AGM”) subsequent to his appointment.
Directors who have attained the retiring age of seventy (70) are mandatory to retire and offer themselves for re-
election at the forthcoming AGM pursuant to Section 129(6) of the Companies Act, 1965. Details of the Directors
seeking for re-election are disclosed in the Statement Accompanying Notice of Annual General Meeting.
Directors' Remuneration
The NRC reviews the remuneration package and other benefits-in-kind applicable to all Executive Directors
and Senior Management staff with individual directors abstaining from decisions in respect of their individual
remuneration. The NRC is responsible for ensuring that the level of remuneration is sufficient to attract and retain
its Executive Directors and Senior Management staff needed to manage the Company successfully.
The Company pays its Non-Executive Directors annual fees but subject to the approval from the shareholders
in the AGM. Attendance allowances for both Board meetings and Board Committees’ meetings are paid to the
Non-Executive Directors for each meeting they attended.
The remuneration of the directors for the FY 2008 is set out below:
i) The aggregate Directors’ remuneration received/receivable from the Company and subsidiary companies
during FY 2008 are as follow:
Meeting Benefit-InCategory Fees Salaries Bonuses Allowances Kind Total
RM RM RM RM RM RM
Executive Directors 144,000 2,264,344 344,475 - 248,482 3,001,301
Non-Executive Directors 216,000 432,000 - 41,000 - 689,000
ii) The number of directors whose remuneration falls in each successive band of RM50,000 is as follows:
Range of Remuneration No. of DirectorsRM Executive Non-Executive
Less than 50,000 - 4
50,000 - 100,000 - 2
350,000 - 400,000 - 1
400,000 - 450,000 1 -
750,000 - 800,000 1 -
800,000 - 850,000 1 -
1,000,000 - 1,150,000 1 -
1,150,000 - 1,200,000 1 -
5 7
corporate governance statement (cont’d)
Directors Training
All directors have completed the Mandatory Accreditation Programme and fulfilled the Continuing Education
Programme (CEP) requirements as prescribed by the Listing Requirements of Bursa Securities. During FY 2008,
the directors have attended an in-house training program entitled "Internal Control Guidelines (Methodology for the
Evaluation of Internal Controls in Corporate Governance)”. The Directors will continue to attend appropriate talks,
training programs and seminar to further enhance their skills and knowledge to enable them in carrying out their
duties effectively.
(B) COMMUNICATION WITH SHAREHOLDERS AND INVESTORS
Besides annual report and financial statements of the Company, shareholders and investors are kept informed of
the Company’s business development via circular to shareholders, quarterly financial reports, press releases and
various announcements made through Bursa Securities.
Shareholders are encouraged to attend the Company’s AGM as it is not only creates a platform of interaction
between the directors and shareholders but also allowing the directors to share with the shareholders of the
Company’s strategy, operations, performance and major developments. A question and answer session was held
during the AGM to encourage shareholders to raise questions regarding any proposed resolutions as well as
matters relating to the Group’s businesses and affairs.
An Extraordinary General Meeting (“EGM”) was held during FY 2008 for the Proposed Increase in Authorised Share
Capital of LBGB from the existing RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00 each to
RM1,000,000,000 comprising 1,000,000,000 LBGB shares and the Proposed Renounceable Rights Issue of up to
175,037,156 new warrants in LBGB on the basis of Two (2) new warrants for every Five (5) existing LBGB shares
held. Both resolutions were approved by the shareholders in the EGM.
Shareholders and investors are encouraged at all times to log on and visit the Group’s official website at
www.lbs.com.my to gain further information on corporate, financial and new launches of the Group. The public is
welcomed to submit online enquiries for further information.
Dato’ Kamaruddin bin Abdul Ghani, the Vice Chairman of the Group has been assigned as the Senior Independent
Non-Executive Director to whom the shareholders may convey their concerns.
(C) ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board is obliged to present a fair statement of LBGB’s position and prospect. With the assistance from the
members of the Audit Committee in reviewing all the information contained in the quarterly and year end financial
reports, the Board, upon obtaining the recommendation from the Audit Committee, would always ensure that
proper financial results are released to the public.
corporate governance statement (cont’d)
LBS BINA GROUP BERHAD
ANNUAL REPORT 200836/37
Statement of Directors Responsibility in respect of the Financial Statements
The Directors are responsible to ensure the Company’s financial statements are drawn up in accordance with the
applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to
give a true and fair view of the state of affairs, the results and cash flow of the Group and of the Company during
FY 2008. The Board is also responsible for ensuring that the financial results released to Bursa Securities within
the stipulated time frame.
In preparing the financial statements, the Directors have ensured compliance with the applicable approved
accounting standards and applied consistently and made judgements and estimates that are reasonable and
prudent. The Directors have also confirmed that the financial statements have been prepared on a going concern
basis.
The Directors are responsible in ensuring the Group and the Company keeps proper accounting records which
disclose with reasonable accuracy the financial position of the Group and the Company to enable them to ensure
that the financial statements comply with the provisions of the Companies Act, 1965 and the applicable approved
account standards. It is the Board’s general responsibility for taking such step to safeguard the assets of the Group
and to detect and prevent of fraud and other irregularities.
Internal Control
The Internal Auditors report directly to the Audit Committee. The Internal Audit function of the Group is independent
of the activities that they audit and the audit review are performed with impartiality, proficiency and with due
professional care.
Besides performing regular operational and compliance audit, the Internal Auditors may conduct investigation and
any ad-hoc review upon the requisition from the Audit Committee or the Management.
The information on the Group’s internal control is presented in the Statement of Internal Control forming part of this
Annual Report.
Relationship with the Auditors
The Board welcomed the joining of the new auditors, Messrs UHY Diong, who has audited the Group’s financial
results in the FY 2008.
The Company has always maintained a formal and transparent relationship with its external auditors in seeking
their professional advice and ensuring compliance with approved accounting standards.
(D) ADDITIONAL COMPLIANCE INFORMATION
In compliance with the Bursa Securities’ Listing Requirements, the following information is provided:
Share Buy Backs
During the financial year, there were no Share Buy Backs from the Company.
corporate governance statement (cont’d)
Options, Warrants and Convertible Securities
During the financial year, Options granted to and exercised by Non-Executive Directors pursuant to the ESOS of
LBGB are as follows:
Amount of Amount ofoptions options
No. Name of director granted exercised
1. Tan Sri Dato' Seri (Dr) Haji Abu Hassan bin Haji Omar 200,000 -
2. Dato' Wong Woon Yow 200,000 -
During the FY 2008, the Group had made a renounceable rights issue of up to 175,037,156 new warrants in LBGB
on the basis of two warrants for every five existing ordinary shares of RM1.00 each in LBGB at an issue price of
RM0.10 per warrant (“Warrants”). As at the issuance date, a total of 154,076,578 warrants has been allotted and
issued to the shareholders of LBGB. During the FY 2008, no warrant was converted into ordinary shares of RM1.00
each.
Please refer to Note 27 of the Financial Statements on page 108 of this Annual Report for salient features of the
above warrants.
A total of RM454,235 nominal value of 2003/2008 Irredeemable Convertible Unsecured Loan Stocks (“ICULS C”)
have been converted by the holders into fully paid ordinary shares of RM1.00 each in LBGB. The remaining
unconverted ICULS C of RM1,019,765 nominal value have been converted into ordinary shares on the maturity
date on 31 December 2008. Such converted ordinary shares have been deposited into the respective holders’
Central Depository System accounts pursuant to the Trust Deed dated 13 December 2001.
Please refer to Note 26 of the Financial Statements on pages 106 and 107 of this Annual Report for salient features
of the above loan stocks.
No employee of the Group has exercised the option shares during the FY 2008. Main features of the ESOS are
stated in the Report of Directors on page 53.
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 / Penalties
A total of RM2.9 million penalties have been imposed on the Company and its subsidiaries by the Inland Revenue
Board.
Non-Audit Fees
During the financial year, an amount of RM111,600 was paid to Messrs Anuarul Azizan Chew & Co and RM72,000
paid to Messrs UHY Diong respectively being fees for the professional services rendered in connection with the
corporate exercises on the rights issue of warrants, review of Statement of Internal Control, review of quarterly
results and auditing of Housing Development Accounts.
corporate governance statement
LBS BINA GROUP BERHAD
ANNUAL REPORT 200838/39
Utilisation of Proceeds
The status of utilisation of proceeds from the issuance of Warrants 2008/2018 is as follows:
Proposed Actual Balance Utilisation * Utilisation Unutilised
RM'000 RM'000 RM'000
Working capital and / or repayment of bank borrowings 14,408 13,085 1,323Estimated expenses in relations to the right issues of Warrants 1,000 655 345Total proceeds 15,408 13,740 1,668 #
Note:* As set out in the Abridged Prospectus dated 16 May 2008.# The surplus of expenses in relations to the right issues of Warrants will be utilized for working capital purpose.
The balance of RM1,668,000 will be fully utilized by 31 December 2009.
Variation in Results
For the FY 2008, LBGB’s audited profit after taxation and minority interest was reported RM21,499,000 whereas
the unaudited profit after taxation and minority interest was announced RM15,422,000 varied by RM6,077,000
representing a variance of 39%.
The difference in profit after taxation and minority interest was mainly due to the followings:
1) transfer of deferred tax liability of RM8,700,000 arising from land revaluation to Income Statement; and
2) reduction in reserve on consolidation of RM2,000,000
Profit Guarantee
No profit guarantee was given during the financial year.
Material Contracts
There was no material contract (not being contracts entered into the ordinary course of business) entered into by
the Company or its subsidiary companies involving directors’ or major shareholders’ interests, either subsisting at
the end of the financial year ended 31 December 2008 or entered into since the end of the previous financial year.
Revaluation of Landed Properties
Certain development projects which were acquired by the Group, when LBGB acquired LBS Bina Holdings Sdn
Bhd on 6 December 2001, have been revalued by Messrs Colliers, Jordan Lee & Jaafar Sdn Bhd, and open market
value as approved by the Securities Commission has been taken into account at Group level.
Save and except for the above, the Group’s assets are stated at historical cost. The Group does not have a
revaluation policy on landed properties.
Audit Committee Report
The report of the Audit Committee (“Committee”) of LBS Bina Group Berhad (“LBGB” or “Company”) for the financial
year ended 31 December 2008 (“FY 2008”) is presented as follows:
MEMBERSHIPS
The present members of the Committee are as follows:
Dato' Kamaruddin bin Abdul Ghani
Chairman, Independent Non-Executive Director
Maj Jen (B) Dato' Mohamed Isa bin Che Kak
Member/Independent Non-Executive Director
Kong Sau Kian *
Member/Independent Non-Executive Director
Dato' Wong Woon Yow
Member/Independent Non-Executive Director
* Member of Malaysian Institute of Accountants
MEETING
During the FY 2008, the Committee held a total of five (5) meetings with full attendance for each meeting without the
presence of Executive Directors. The Executive Directors, Head of Internal Auditors and Senior Management staff were
invited to the meetings as and when necessary to answer to the queries and to provide detailed information and
explanation requested.
TERMS OF REFERENCE
Objective
The main objective of the Committee is to assist the Board of Directors (“Board”) in fulfilling its fiduciary responsibilities
relating to corporate accounting, system of internal controls, management and financial reporting practices of LBGB
and its group of companies (“Group”).
Members
The Committee shall be appointed by the Board from amongst its number and shall consist of not less than three (3)
members. All the members must be non-executive and financially literate, with a majority of them being Independent
Directors. Independent Director shall be one who fulfils the requirement as provided in the Listing Requirements of the
Bursa Malaysia Securities Berhad (“Bursa Securities”).
Pursuant to Paragraph 15.10(1)(c) of the Listing Requirements of Bursa Securities, at least one member of the
Committee:
i) must be a member of the Malaysian Institute of Accountants (“MIA”); or
ii) if he is not a member of MIA, he must have at least three (3) years working experience and :
aa) passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
bb) must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the
Accountants Act 1967; or
iii) fulfils such other requirements as prescribed by Bursa Securities.
Members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Director.
No alternate director can be appointed as a member of the Committee.
audit committee report (cont’d)
LBS BINA GROUP BERHAD
ANNUAL REPORT 200840/41
Quorum
The quorum for meeting of the Committee shall be two (2) in which the majority present in respect of such meeting must
be Independent Directors. A valid quorum shall consist of at least one (1) member who is qualified under Paragraph
15.10(1)(c) of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”).
Proceedings of Meeting
Meetings shall be held not less than four (4) times a year. Additionally the Chairman shall convene meeting of the
Committee if requested by its members, the management, the internal auditor or external auditor to consider any
matters within the scope and responsibilities of the Committee.
Any member may participate in the meetings of the Committee by means of tele-conferencing whereby all persons
attending or participating the meetings can hear each other. The person or persons participating the meetings in the
aforesaid manner shall be deemed for all purposes to be present in person at such meetings.
The Company Secretary shall be the Secretary of the Committee. Minutes of each meeting shall be duly entered in the
minutes books and safekept by the Secretary. The Secretary shall circulate the minutes of meetings of the Committee
to all members of the Committee and the Board.
Authority
The Committee shall within its terms of reference:
1. have the resources which are required to perform its duties;
2. have full access to any information as required to perform its duties;
3. have the authority to investigate any activity within its terms of reference;
4. have the authority to form sub-committee(s) if deemed necessary and fit;
5. have the authority to delegate any of its responsibilities to any person or committee(s) that is deemed fit;
6. be able to obtain independent professional or other advice and invite outsiders with relevant experience to attend
the meeting of the Committee.
Duties and Functions
The duties and functions of the Committee shall be:
1. Internal Audit
• To oversee the functions of Internal Audit Department and ensure compliance with relevant regulatory;
• To review the adequacy of the scope, functions, competency and resources of the internal audit functions and
that it has the necessary authority to carry out its work;
• To review the internal audit programme, consider the major findings of internal audits and Management’s
response, and ensure coordination between the internal and external auditors; and
• To appoint, set compensation, evaluate performance and decide on the transfer and dismissal of the Head of
Internal Audit.
audit committee report (cont’d)
2. Internal Control
• To review the effectiveness of internal controls and risk management process.
3. External Audit
• To consider the appointment of the external auditor, the audit fee and any questions of resignation or
dismissal of the external auditor before making recommendation to the Board;
• To review the external auditors’ audit scope and plan, including any changes to the planned scope of the
audit plan;
• To review the external auditors’ Management Letter and Management’s response;
• To review, with the external auditor, the audit reports, the auditor’s evaluation of the system of internal
control, audit plan and the assistance given by the employees to the external auditor;
• To discuss problems and reservations arising from the interim and final audits, and matters the auditor may
wish to discuss (in the absence of Management where necessary); and
• To review whether there is reason (supported by grounds) to believe that the Company’s external auditor is
not suitable for re-appointment.
4. Financial Reporting
• To review with the management the quarterly and year-end financial statements of the Company prior to the
approval by the Board, focusing particularly on:
• Any changes in accounting policies and practices;
• Significant adjustments arising from the audit;
• Major judgement areas;
• Significant and unusual events;
• The going concern assumption; and
• Compliance with accounting standards and other legal requirements.
5. Related Party Transactions
• To review any related party transactions and conflict of interest situation that may arise in the Company
including any transactions, procedures or course of conducts that raise questions of management integrity.
6. Other Matters
• To direct and where appropriate supervise any special project or investigation considered necessary;
• To report to the Board summarising the work performed in fulfilling the Committee’s primary responsibilities;
and
• To consider other matters as defined by the Board.
audit committee report
LBS BINA GROUP BERHAD
ANNUAL REPORT 200842/43
SUMMARY OF ACTIVITIES
During the year under review, the following were the activities carried out:
• Reviewed and approved the Internal Audit Plan proposed by the Internal Audit Department for the year 2008.
• Reviewed the Risk Assessment Reports on the investments and divestments of the Group for the year 2008.
• Reviewed the nomination of Messrs UHY Diong as the Auditors of LBGB in place of the retiring Auditors Messrs
Anuarul Azizan Chew & Co, for the FY 2008.
• Reviewed the internal audit reports on findings and recommendations in line with the internal audit programme and
the management replies as well as appropriate remedial actions undertaken by the Group.
• Reviewed the internal audit report on the application for ISO 9001:2000 certification by the Group’s construction
arm, MITC Engineering Sdn Bhd, from Worldwide Quality Assurance, United Kingdom for its management in
construction and engineering works.
• Reviewed the follow up internal audit reports which highlighted on the corrective action plan undertaken by the
management pertaining to the past internal audit reports.
• Reviewed the unaudited quarterly financial results of the Group for the financial year 2008 and the audited financial
statements of the Group for the financial year ended 31 December 2007 prior to the Board approval and
subsequent announcement.
• Reviewed the terms of the proposed renewal of general mandate and proposed new general mandate for recurrent
related party transactions of a revenue or trading nature and the procedures for these proposed transactions.
• Reviewed the verification on allocation of options to employees under the Employees Share Option Scheme
(“ESOS”) of the Company carried out by the External Auditors.
• Reviewed the Statement of Internal Control of the Group for the purpose of inclusion in the Annual Report 2007.
STATEMENT BY COMMITTEE ON THE COMPANY’S ESOS
The Committee, with the assistance of verification work performed by the External Auditors, is satisfied that the
allocation of options pursuant to the Company’s ESOS during the FY 2008, has complied with the criteria set out in the
ESOS Bye-Laws.
INTERNAL AUDIT FUNCTION
LBGB’s Internal Audit Department (“IAD”) was set up in Year 2005. IAD acts as an independent appraisal function from
the Management of the Company in carrying out its duties and responsibilities effectively with the Head of IAD reports
directly to the Committee. Besides reviewing the finding of internal control system of the Group, IAD is also provides
recommendations to improve such internal controls. The IAD adopts a risk-based auditing approach taking into account
global best practices and industry standards.
During the financial year under review, the IAD has carried out its internal audit assignments in accordance with the
Internal Audit Plan approved by the Committee. The Internal Auditors have conducted few operational, financial and
compliance audit on the subsidiaries of LBGB. Internal audit reports and relevant follow up reports together with
management response were circulated to all members of the Committee for review and discussion before the Audit
Committee Meeting on a quarterly basis. Upon the recommendation from the Committee, the said internal audit reports
were tabled at the Board Meeting for approval.
Statement Of Internal Control
Pursuant to Paragraph 15.27(b) and the Practice Note No. 9/2001 of Bursa Malaysia Securities Berhad ListingRequirements and as guided by the Statement on Internal Control: Guidance for Directors of Public Listed Companies,the Board of Directors (“Board”) is committed to maintain a sound system of internal control to safeguard shareholders’investment and the company’s assets. The Board of LBS Bina Group Berhad (“LBGB” or “Group” or “Company”) ispleased to present the below mentioned statement for the financial year ended 31 December 2008.
RESPONSIBILITY
The Board assumes its overall responsibilities towards the Group’s system of internal control and reviewing theadequacy and integrity of the Company’s internal control systems and management information systems, inclusive ofsystems for compliance with applicable laws, regulations, rules, directives and guidelines. The Board ensures thatappropriate policies on internal control are set and to seek regular assurance so that the system is functioningadequately and its integrity is maintained.
INTERNAL AUDIT FUNCTION
The Internal Auditors conduct the regular reviews and appraisal of the effectiveness of the system of internal controlsof the Company impartiality, proficiency and due professional care. Reports will be made to the Audit Committee on aquarterly basis or more often, if required.
RISK MANAGEMENT
The Risk Management Committee (“RMC”) of the Company assists the Board in undergoing the process for identifying,evaluating, monitoring and managing the significant risks across all the functions of the Group. In 2008, the Board hasentrusted the RMC to review the implementation status of Management Action Plan of each department’s risk profiles.The results of the discussions and findings are recorded in the Risk Register and the same was tabled at the AuditCommittee Meeting and Board Meeting for deliberation and adoption. In additions, the RMC has carried out riskassessment on business investments and divestments of the Group.
OTHER KEY ELEMENTS AND PROCESSES OF INTERNAL CONTROLS
Other key elements and processes of the Group’s system of internal control are:
- The Group’s Internal Audit Department, which reports to the Audit Committee performed regular reviews ofbusiness processes to assess the effectiveness of internal controls. Internal audit visits were carried out to reviewthe adequacy of the internal control systems, compliance with policies and procedures. The work of the internalauditors is in accordance with an annual audit plan approved by the Audit Committee and revised as and whendeemed appropriate.
- Operational structure with defined lines of responsibilities and delegation of authority. A process of hierarchicalreporting has been established which provides for a documented and auditable trail of accountability.
- The operational guidelines are regularly reviewed and updated to ensure effective management of the Group’soperations.
- The Audit Committee holds regular meetings to deliberate on findings and recommendations for improvement bythe internal auditors on the state of the internal control system, and reports back to the Board; and
- The Audit Committee and the Board monitor and review the Group performance and financial results at theirquarterly meetings.
The above control elements provide reasonable assurance to the Board that the structure of controls is appropriate tothe Group’s operations and that risks are at an acceptable level throughout the Group’s business. The Board willendeavour to continue improving and enhancing the existing system of internal control to ensure their continuedrelevance in the changing business environment.
Corporate Social Responsibility
LBS BINA GROUP BERHAD
ANNUAL REPORT 200844/45
As a corporate citizen, we have always believed that the Group should contribute economically, environmentally and
socially to the areas in which it operates. We aim to integrate our commitment to sustainability in all aspects of our
business operations to better meet the economic, environmental and climate change mitigation challenges that lie
ahead. We also aim to be responsible, accountable and ethical in the way that we conduct our activities and recognize
the obligations and shared expectations that corporate responsibility contains.
Philanthropy & Donations
LBS has been one of the main sponsors for Kiwanis Treasure Hunt for years 2007 and 2008 consecutively. This charity
event was in aid of the Kiwanis Down Syndrome Foundation - National Centre, The Community Centre for the Deaf,
Ti-Ratana House of Hope, Rumah Wawasan, Sitiawan, Joy Workshop, Melaka and Kiwanis Orphanage, Batu Pahat
organized by The Kiwanis Club of Kuala Lumpur (KCKL). Philanthropy or donations to charitable causes has been one
of the corporate social events carried out by the Group annually. Recipients of contributed funds in year 2008 include
Sungei Way Old Folks Home, victims of Sichuan earthquake, Happy Senior Cultural & Arts Studies and other charitable
organizations.
Staff Volunteerism
We aim to be one of the leading corporate citizens by supporting the communities of places where we live, work and
serve. In year 2008, LBS team has participated in the fund raising activity of the 2008 Kiwanis Fun Fair Carnival at
Kiwanis Centre, Petaling Jaya. Through education and awareness campaign planned to be carried out in year 2009,
we expect more employees to take part in the voluntarily programmes and community services.
Affordable Homes
In view of the Group's involvement in property development, the Group had taken initiatives of building affordable
homes for purchasers from medium income groups at many of its mixed development projects such as in Bandar
Saujana Putra, Kota Perdana, Taman Balakong Jaya, Taman Perindustrian Bukit Serdang, etc. The Group continues to
incorporate in its development plans building of affordable homes in the year 2009.
Human Resource Welfare & Development
The Group continued to refine its human resource practices with a view to retain our employees, cultivate their potential
and to also care for their well-being. We believe in investing in our employees and creating a conducive, challenging
and supportive work environment. Employee of the Group were provided with hospitalization insurance and opportunity
to have a direct ownership of the Company through Employee Share Option Scheme. Employees of the Group are also
entitled to participate in the property purchase discount scheme.
As part of our human capital development, the Group has continued arranging training programmes, either on-the-job,
organized in-house or participating in programmes organized by external professionals, focusing on topics that are job
related with aims to equip the employees with the required skills and knowledge to stay ahead in their working capacity.
The Marketplace
The Group recognizes the importance of building and maintaining positive relationships with its customers, suppliers
and contractors.
To our customers, the Group continues to maintain an open communication with its purchasers via Customer Care
Center or by email at [email protected] Immediate reply and/or action would be taken for enquiries or complaints
received so as to ensure customers satisfaction.
corporate social responsibility
To our suppliers, the Group has set out standards and ethics by which the business is conducted. It ensures that there
is no bias and all suppliers will be treated fairly without prejudice. The Group values and derives considerable and
competitive advantage from active cooperation with its established suppliers in terms of innovation and product
development.
To our contractors, tenders procedures have been made clear to them so as the award of contracts are done in a fair
and just atmosphere.
For better understanding of the Group's performance and growth, the interested parties may access to information
through the Group's website at www.lbs.com.my or news released from time to time.
Environmental Sustainability
We are moving towards the direction in making environmental practices part of our workplace culture. The Group is
committed to achieving good standards of environmental performance, preventing pollution and minimizing the impact
of its operations. The Group's aim is that no lasting environmental damage occurs as a result of its activities and policies
are being implemented to ensure that all its operations meet or exceed the requirements of legislation and applicable
best practice.
As the property developer, we have initiated numerous operational processes that set out to reduce the adverse impact
of the activities within our project on the environment. In year 2008, the Construction Division has successfully reduced
the consumption of diesel in its operation at project sites by improving labour effectiveness.
The Group continues to raise environmental awareness within the Group through initiative in disseminating guidelines
on 3Rs (Reuse, Recycle and Reduce). Policy set to use recycled papers in office, sale of recycled materials collected
from office and site, switch off lights and air-conditioning system during lunch time are merely some of the examples in
our daily practices.
CSR in Overseas Operations
As for our effort of CSR in office at Zhuhai, China through the “Wenchuan Earthquake Golf Charity Game” jointly
organized with Zhuhai Golf Association and Lakewood Golf Club, a total of RMB300,000 cash was successfully raised.
Along with community sports promotion, Lakewood has sponsored RMB173,000 to Sports General Administrative
Bureau of Zhuhai for organizing the 7th Sports Day of Zhuhai City. To promote sports in the youth group, special rate
of green fee has been given for the youth in their golf activities carried out in Lakewood, this includes “2008 National
Junior Golf Master Challenge” and “Zhuhai Jiuzhou Port National University Golf Tournament”.
Recurrent Related Party Transactions
LBS BINA GROUP BERHAD
ANNUAL REPORT 200846/47
The Company is seeking shareholders' mandate for the Proposed Renewal of General Mandate pursuant to Chapter
10.09 of the Listing Requirements and Paragraph 4.1.4 of Practice Note 12/2001 of the Listing Requirements at the
forthcoming Ninth Annual General Meeting to be held on 25 June 2009.
Recurrent Related Party Transactions of A Trading or Revenue Nature of the Group for the financial year ended
31 December 2008 are as follows:
Related Party Nature of Recurrent Value of Nature of relationship between
Transactions with LBGB Transactions LBGB Group and the Related Party
Group (RM'000)
1. Sun Engineering i) Provision of civil and - • SEC is owned by Lim Mok Chau, JP
& Construction structural construction (33% equity interest), Lim Mok Lai (33%
Sdn Bhd (“SEC”) works for property equity interest), Tan Ek Bee (17% equity
development projects interest) and Tey Cham Lee (17% equity
interest).
ii) Purchasing of construction • Both Lim Mok Chau, JP and Lim Mok Lai
materials are brothers to Dato' Seri Lim Bock Seng
and uncles to the Lim Brothers. Tan Ek
Bee is the wife to Lim Mok Chau, JP and
Tey Cham Lee is the wife to Lim Mok Lai.
2. Syarikat Jati i) Provision of civil and 2,972 • SJPA is owned by Lim Bock Kooi (40%
Pemborong Am structural construction equity interest) and Lim Thiam Chye
Sdn Bhd (“SJPA”) works for property (60% equity interest).
development projects
• Lim Bock Kooi is the brother of Dato'
ii) Purchasing of construction Seri Lim Bock Seng and uncle to Lim
materials Brothers.
• Lim Thiam Chye is the son of Lim Bock
Kooi and nephew to Dato' Seri Lim Bock
Seng.
3. Power Automation i) Electrical wiring and - • PAE is owned by Lee Chak Seng (35%
Engineering Sdn installation contractor equity interest) and Kok Chee Khung
Bhd (“PAE”) (35% equity interest).
ii) Purchasing of construction • Lee Chak Seng is deemed an interested
materials party as he is a shareholder and director
of Utuh Sejagat Sdn Bhd (a 51% owned
subsidiary of LBGB).
• Kok Chee Khung is deemed an
interested party as he is a shareholder
and director of Jatidiri Gigih Sdn Bhd
(a 51% owned subsidiary of LBGB).
recurrent related party transactions (cont’d)
4. a) Dato' Seri Purchase of Properties - • Dato' Seri Lim Bock Seng is Chairman
Lim Bock Seng and Non-Independent Non-Executive
Director of the Company.
b) Dato' Lim - • Lim Brothers are Executive Directors of
Hock San the Company.
c) Datuk Lim 320
Hock Guan
d) Dato' Lim -
Hock Sing
e) Datuk Lim -
Hock Seong
5. Chia Lok Yuen Purchase of Properties - • Chia Lok Yuen is an Executive Director
of the Company.
6. Dato' Kamaruddin Purchase of Properties - • Dato' Kamaruddin bin Abdul Ghani is the
bin Abdul Ghani Vice Chairman and Independent Non-
Executive Director of the Company.
7. Steven Tai, Provision of services as 125 • Stephen Wong Yee Onn is one of the
Wong & Partners advocates and solicitors partners of STWP and son of Dato'
(“STWP”) Wong Woon Yow who is an Independent
Non-Executive Director of the Company.
• Dato' Wong Woon Yow is deemed an
interested party as he is the father of
Stephen Wong Yee Onn.
8. Intelrich Sdn Bhd Purchase of properties - • Intelrich is owned by Dato' Lim Hock
(“Intelrich”) San (50% equity interest), Datuk Lim
Hock Guan (20% equity interest), Dato'
Lim Hock Sing (15% equity interest)
and Datuk Lim Hock Seong (15% equity
interest).
• Intelrich is a substantial shareholder
of LBGB which holds 47.03% equity
interest in LBGB. Therefore, Lim
Brothers are also deemed interested by
virtue of their interests in Intelrich.
• Dato' Seri Lim Bock Seng who is the
Director of Intelrich and Chairman of
LBGB, is also the father of Lim Brothers.
recurrent related party transactions (cont’d)
LBS BINA GROUP BERHAD
ANNUAL REPORT 200848/49
• Datin Seri Liew Boon who is the Director
of Intelrich is also the mother of Lim
Brothers.
9. a) Dato' Amir Purchase of properties 1,157 • Dato' Amir Arif bin Kamarudin and Md
Arif bin Ariffin bin Mahmud are sons-in-law of
Kamarudin Tan Sri Dato' Seri (Dr) Haji Abu Hassan
bin Haji Omar, who is an Independent
Non-Executive Director of the Company.
b) Md Ariffin bin - • Tan Sri Dato' Seri (Dr) Haji Abu Hassan
Mahmud bin Haji Omar is deemed an interested
party as he is the father-in-law to Dato'
Amir Arif bin Kamarudin and Md Ariffin
bin Mahmud respectively.
10. Magma Destar (M) Purchase of properties - • MDSB is owned by Dato' Amir Arif bin
Sdn Bhd (“MDSB”) Kamarudin (51% equity interest) and Md
Ariffin bin Mahmud (49% equity interest).
• Dato' Amir Arif bin Kamarudin and
Md Ariffin bin Mahmud are deemed
interested parties as both of them are
the sons-in-law of Tan Sri Dato' Seri (Dr)
Haji Abu Hassan bin Haji Omar, who is
an Independent Non-Executive Director
of the Company.
• Tan Sri Dato' Seri (Dr) Haji Abu Hassan
bin Haji Omar is deemed an interested
party as he is the father-in-law to Dato'
Amir Arif bin Kamarudin and Md Ariffin
bin Mahmud respectively.
11. AYT Piling & Purchase of properties - • AYT is owned by Dato' Amir Arif bin
Construction Sdn Kamarudin (60% equity interest).
Bhd (“AYT”)
• Dato' Amir Arif bin Kamarudin is deemed
interested party as he is the son-in-law
of Tan Sri Dato' Seri (Dr) Haji Abu Hassan
bin Haji Omar, who is an Independent
Non-Executive Director of the Company.
• Tan Sri Dato' Seri (Dr) Haji Abu Hassan
bin Haji Omar is deemed an interested
party as he is the father-in-law to Dato'
Amir Arif bin Kamarudin.
recurrent related party transactions
12. Econtechnic Sdn Purchase of properties - • ESB is owned by Dato' Amir Arif bin
Bhd (“ESB”) Kamarudin (70% equity interest).
• Tan Sri Dato' Seri (Dr) Haji Abu Hassan
bin Haji Omar, Independent Non-
Executive Director of LBGB is deemed
an interested party as he is the father-in-
law to Dato' Amir Arif bin Kamarudin and
Md Ariffin bin Mahmud respectively.
13. a) Dato' Wong Purchase of properties - • Dato' Wong Woon Yow is an
Woon Yow Independent Non-Executive Director
of LBGB.
b) Stephen Wong - • Stephen Wong Yee Onn and Paul Wong
Yee Onn Yee Keong are sons of Dato' Wong
Woon Yow.
c) Paul Wong -
Yee Keong
Financial Statements
52 Directors’ Report 59 Statemen by Directors 59 Statutory Declaration 60 Independent Auditors’ Report 62 Balance Sheets 64 Income Statements 65 Statement of Changes in Equity
69 Cosolidated Cash Flow Statement 71 Company Cash Flow Statements 73 Notes to the Finanacial Statements
Directors’ Report
The Directors have pleasure in presenting their report together with the audited financial statements of the Group and
of the Company for the financial year ended 31 December 2008.
Principal Activities
The principal activities of the Company are management and investment holding. The principal activities of the
subsidiary companies and associated companies are disclosed in Note 52 and Note 53 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
Financial Results
Group CompanyRM RM
Profit before taxation 10,294,311 288,349
Taxation 12,560,478 (205,086)
Profit for the financial year 22,854,789 83,263
Attributable to:
Equity holders of the parent 21,498,748 83,263
Minority shareholders’ interests 1,356,041 -
22,854,789 83,263
In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year have
not been substantially affected by any item, transaction or event of a material and unusual nature.
Dividend
No dividend has been paid or declared by the Company since the end of previous financial year.
The Board of Directors does not recommend any dividend in respect of the financial year under review.
Options Granted Over Unissued Shares
No options were granted to any person to take up unissued shares of the Company during the financial year under
review, except for the Employee Share Option Scheme.
Reserves and Provisions
There were no material transfers to or from reserves or provisions during the financial year under review other than those
disclosed in the financial statements.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200852/53
Issue of Shares and Debentures
During the financial year, the Company increased its:
(a) authorised ordinary share capital from RM500,000,000 to RM1,000,000,000 by creation of 500,000,000 ordinary
shares of RM1.00 each at par; and
(b) issued and paid-up ordinary share capital from RM385,191,792 to RM386,211,557 by issuance of 1,019,765 new
ordinary shares of RM1.00 each pursuant to the conversion of Irredeemable Convertible Unsecured Loan Stocks
2003/2008 (“ICULS C”) at the conversion price of RM1.00 each.
All new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary
shares of the Company.
There were no issues of debentures during the financial year under review.
Warrant Reserves
The Warrants 2008/2018 were constituted under the Deed Poll dated 30 April 2008.
As at 31 December 2008, the total numbers of Warrants that remain unexercised were 154,076,578.
Employee Share Option Scheme
The LBS Bina Group Berhad Employee Share Option Scheme (“ESOS”) was approved by shareholders at the
Extraordinary General Meeting (“EGM”) on 24 June 2002 and became effective on 16 September 2002 for a period of
5 years, and shall lapse on 15 September 2007. Pursuant to the Board’s approval on 28 May 2007, the tenure of the
ESOS has been extended for a further 5 years, expiring on 15 September 2012.
The ESOS Bye-Laws were amended and approved by the shareholders at the EGM on 29 June 2005 to include
the participation of Non-Executive Directors of the Company and to increase the maximum number of new ordinary
shares available under the ESOS from ten per cent (10%) to fifteen per cent (15%) of the total issued and paid-up capital
of the Company.
The salient features and other terms of the ESOS are disclosed in Note 41 to the financial statements.
The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the
names of option holders, other than Directors, who have been granted options to subscribe for less than 100,000
ordinary shares of RM1.00 each.
The list of employee granted option to subscribe for more than 100,000 ordinary shares of RM1.00 each during the
financial year are as follows:
Option price Number of share optionsAt At
RM 1.1.2008 Granted 31.12.2008
Lim Lit Chek 1.00 - 100,000 100,000
Nazeri Bin Saad 1.00 50,000 100,000 150,000
Details of the options granted to Directors are disclosed in the section on Directors’ interests in this report.
directors’ report (cont’d)
directors’ report (cont’d)
Directors
The Directors who served since the date of the last report are as follows:
Dato’ Seri Lim Bock Seng, S.S.S.A., D.P.M.S., A.M.N.
Dato’ Kamaruddin bin Abdul Ghani, D.I.M.P., S.M.P., A.M.N.
Dato’ Lim Hock San, D.S.S.A., J.P.
Datuk Lim Hock Guan, D.M.S.M., P.J.K., J.P.
Dato’ Lim Hock Sing, D.I.M.P., J.P.
Datuk Lim Hock Seong, D.M.S.M.
Chia Lok Yuen
Tan Sri Dato’ Seri (DR) Haji Abu Hassan bin Haji Omar, P.S.M., S.P.M.S., S.M.T., P.I.S., F.C.I.L.T., F.M.I.P.
Maj. Jen. (B) Dato’ Mohamed Isa bin Che Kak, J.S.D., K.M.N., P.P.T., S.M.P., D.S.D.K., J.M.N., D.P.T.S, P.S.A.T.
Dato’ Wong Woon Yow, D.S.S.A.
Mohd Fazil bin Shafie
Kong Sau Kian
Directors’ Interests
Details of holdings and deemed interests in the share capital, options, warrants over the shares and debentures of the
Company or its related corporations by the Directors in office at the end of the financial year, according to the register
required to be kept under Section 134 of the Companies Act, 1965, were as follows:
No. of ordinary shares of RM1.00 eachAt At
1.1.2008 Acquired Disposed 31.12.2008
LBS Bina Group BerhadDirect interest
Dato’ Seri Lim Bock Seng 350,000 - - 350,000
Dato’ Lim Hock San - 1,100,000 - 1,100,000
Maj. Jen. (B) Dato’ Mohamed Isa bin Che Kak 4,084 - - 4,084
Dato’ Wong Woon Yow 50,000 - - 50,000
Chia Lok Yuen 105,000 - - 105,000
Mohd Fazil bin Shafie 2,000,000 - - 2,000,000
LBS Bina Group BerhadIndirect interest
Dato’ Seri Lim Bock Seng 1 1,815,400 510,000 15,000 2,310,400
Dato’ Lim Hock San 2 173,636,460 6,875,900 - 180,512,360
Datuk Lim Hock Guan 2 173,546,460 6,880,900 - 180,427,360
Dato’ Lim Hock Sing 2 173,683,460 6,875,900 - 180,559,360
Datuk Lim Hock Seong 2 173,728,460 7,050,900 5,500 180,773,860
Tan Sri Dato’ Seri (DR) Haji Abu Hassan
bin Haji Omar 1 673,000 - - 673,000
LBS BINA GROUP BERHAD
ANNUAL REPORT 200854/55
Directors’ Interests (cont’d)
No. of options over ordinary shares of RM1.00 each(“ESOS”)
At At1.1.2008 Granted Exercised 31.12.2008
LBS Bina Group BerhadDato’ Seri Lim Bock Seng 1,000,000 - - 1,000,000
Dato’ Kamaruddin bin Abdul Ghani 1,000,000 - - 1,000,000
Dato’ Lim Hock San 2,000,000 - - 2,000,000
Datuk Lim Hock Guan 1,800,000 - - 1,800,000
Dato’ Lim Hock Sing 1,800,000 - - 1,800,000
Datuk Lim Hock Seong 1,800,000 - - 1,800,000
Chia Lok Yuen 900,000 - - 900,000
Tan Sri Dato’ Seri (DR) Haji Abu Hassan
bin Haji Omar 500,000 200,000 - 700,000
Maj. Jen. (B) Dato’ Mohamed Isa bin Che Kak 1,000,000 - - 1,000,000
Dato’ Wong Woon Yow 500,000 200,000 - 700,000
Mohd Fazil bin Shafie 1,000,000 - - 1,000,000
Kong Sau Kian 1,000,000 - - 1,000,000
No. of Warrants 2008/2018 of RM0.10 eachAt At
1.1.2008 Acquired Disposed 31.12.2008
LBS Bina Group BerhadDirect interest
Dato’ Seri Lim Bock Seng - 140,000 - 140,000
Chia Lok Yuen - 50,000 - 50,000
Dato’ Wong Woon Yow - 20,000 - 20,000
LBS Bina Group BerhadIndirect interest
Dato’ Seri Lim Bock Seng 1 - 604,000 - 604,000
Dato’ Lim Hock San 3 - 105,612,546 - 105,612,546
Datuk Lim Hock Guan 3 - 105,612,546 - 105,612,546
Dato’ Lim Hock Sing 2 - 105,667,346 - 105,667,346
Datuk Lim Hock Seong 3 - 105,612,546 - 105,612,546
directors’ report (cont’d)
directors’ report (cont’d)
Directors’ Interests (cont’d)
No. of RM1.00 nominal value of 4% IrredeemableConvertible Unsecured Loan Stocks 2003/2008
(“ICULS C”)At At
1.1.2008 Acquired Converted 31.12.2008
LBS Bina Group BerhadIndirect interest
Dato’ Lim Hock San 3 217,000 - 217,000 -
Datuk Lim Hock Guan 3 217,000 - 217,000 -
Dato’ Lim Hock Sing 3 217,000 - 217,000 -
Datuk Lim Hock Seong 3 217,000 - 217,000 -
No. of RM1.00 nominal value of 4% IrredeemableConvertible Unsecured Loan Stocks 2004/2009
(“ICULS D”)At At
1.1.2008 Acquired Converted 31.12.2008
LBS Bina Group BerhadIndirect interest
Dato’ Seri Lim Bock Seng 1 9,000 - - 9,000
Dato’ Lim Hock Sing 1 1,000 - - 1,000
Datuk Lim Hock Seong 1 1,000 - - 1,000
Note:
1 Deemed interests pursuant to Section 134(12)(c) of the Companies Act, 1965 in compliance with the Companies
(Amendment) Act, 2007 by virtue of their spouse and/or child direct interests in the Company.
2 Deemed interests pursuant to Section 134(12)(c) of the Companies Act, 1965 in compliance with the Companies
(Amendment) Act, 2007 by virtue of their spouse and/or child direct interests in the Company and Section 6A of
the Companies Act, 1965 by virtue of their direct interests in Intelrich Sdn. Bhd.
3 Deemed interests pursuant to Section 6A of the Companies Act, 1965 by virtue of their direct interests in Intelrich
Sdn. Bhd.
By virtue of their interests in the shares of the Company, Dato’ Lim Hock San, Datuk Lim Hock Guan, Dato’ Lim Hock
Sing and Datuk Lim Hock Seong are also deemed to have interests in the shares of all the subsidiary companies to the
extent the Company has an interest.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200856/57
Directors’ Benefits
Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any
benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by
Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation
with the Director or with a firm of which the Director is a member, or with a company in which the Director has a
substantial financial interest.
Neither during nor at the end of the financial year, was the Company a party to any arrangement the object of which
is to enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or
any other body corporate, other than those arising from the share options granted under the LBS Bina Group Berhad
ESOS.
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 action had been taken in relation to the writing off of bad debts and the making of allowance
for doubtful debts and satisfied themselves that all known bad debts had been written-off and that adequate
allowance had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their value in the ordinary course of business
were 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 allowance for doubtful debts in the financial statements
of the Group and of the Company inadequate to any substantial extent;
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company
misleading;
(iii) any amount stated in the financial statements of the Group and of the Company misleading; and
(iv) adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.
(c) In the opinion of the Directors:
(i) No contingent or other liabilities have become enforceable, or are likely to become enforceable within the
period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may
affect the ability of the Company or its subsidiary companies to meet their obligations as and when they fall
due; and
(ii) No item, transaction or event of a material and unusual nature has arisen in the interval between the end of
the financial year and the date of this report which is likely to affect substantially the results of the operations
of the Group or of the Company for current financial year.
directors’ report (cont’d)
directors’ report
Other Statutory Information (cont’d)
(d) At the date of this report, there does not exist:
(i) any charge on the assets of the Company and its subsidiary companies which have arisen since the end of
the financial year to secure the liabilities of any other person; and
(ii) any contingent liability in respect of the Company and its subsidiary companies which have arisen since the
end of the financial year.
Significant Events
The significant events are disclosed in Note 48 to the financial statements.
Subsequent Events
The subsequent events are disclosed in Note 49 to the financial statements.
Auditors
The auditors, UHY Diong, have expressed their willingness to accept re-appointment.
Signed in accordance with a resolution of the Directors.
DATO’ LIM HOCK SAN CHIA LOK YUEND.S.S.A, J.P.
KUALA LUMPUR
30 April 2009
LBS BINA GROUP BERHAD
ANNUAL REPORT 200858/59
We, DATO’ LIM HOCK SAN, D.S.S.A, J.P. and CHIA LOK YUEN, being two of the Directors of LBS BINA GROUP
BERHAD, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 62 to 144 are
drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a
true and fair view of the financial position of the Group and of the Company as at 31 December 2008 and of their
financial performance and cash flows for the year then ended.
Signed in accordance with a resolution of the Directors.
DATO’ LIM HOCK SAN CHIA LOK YUEND.S.S.A, J.P.
KUALA LUMPUR
30 April 2009
I, CHANG YEE KHIM being the Officer primarily responsible for the financial management of LBS BINA GROUP
BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 62 to 144 are to the best of
my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and
by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by )
the abovenamed CHANG YEE KHIM )
at KUALA LUMPUR in the Federal )
Territory this 30 April 2009 )
CHANG YEE KHIM
Before me,
Commissioner for Oaths
Statement By Directors
pursuant to section 169(15) of the companies act, 1965
Statutory Declaration
pursuant to section 169(16) of the companies act, 1965
Report on the Financial Statements
We have audited the financial statements of LBS Bina Group Berhad, which comprise the balance sheet as at
31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and
cash flow statements of the Group and of the Company for the year then ended, and a summary of significant
accounting policies and other explanatory notes as set out on pages 62 to 144.
Directors’ Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation and fair presentation of these financial statements in
accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial
statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgment, including the assessment of risk of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimate made by the directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards
and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and
of the Company as at 31 December 2008 and of their financial performance and cash flows for the year then ended.
Independent Auditors’ Report
to the members of lbs bina group berhad
LBS BINA GROUP BERHAD
ANNUAL REPORT 200860/61
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiary companies have been properly kept in accordance with the provisions of the Act.
(b) We have considered the accounts and the auditors’ reports of all the subsidiary companies of which we have not
acted as auditors, which are indicated in Note 52 to the financial statements.
(c) We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the
financial statements of the Group and we have received satisfactory information and explanations required by us
for those purposes.
(d) The audit reports on the accounts of the subsidiary companies did not contain any qualification or any adverse
comment made under Section 174(3) of the Act.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for
the content of this report.
UHY DIONG TEE GUAN PIANFirm Number: AF 1411 Approved Number: 1886/05/10 (J/PH)
Chartered Accountants Chartered Accountant
KUALA LUMPUR
30 April 2009
independent auditors’ report
to the members of lbs bina group berhad
Group Company2008 2007 2008 2007
Note RM RM RM RM
Non-Current AssetsProperty, plant and equipment 3 87,598,402 9,867,768 - -
Capital work-in-progress 4 675,220 - - -
Land and property development costs 5 455,713,973 463,983,819 - -
Investment properties 6 5,643,587 11,943,465 - -
Prepaid lease payments 7 164,284,185 543,200 - -
Investment in subsidiary companies 8 - - 198,218,746 198,218,586
Investment in associated companies 9 2,463,724 2,465,609 - -
Other receivables 10 24,946,740 36,430,680 - -
Other investments 11 1,253,500 1,253,500 - -
Goodwill on consolidation 12 91,239,251 91,543,985 - -
833,818,582 618,032,026 198,218,746 198,218,586
Current AssetsLand and property development costs 5 102,165,220 216,589,373 - -
Properties held for sale 13 1,091,593 1,091,593 - -
Inventories 14 35,673,578 31,731,574 - -
Trade receivables 15 165,979,354 211,667,049 - -
Other receivables 10 87,095,721 88,168,621 10,252 473,096
Tax recoverable 2,277,725 8,145,103 1,004,836 6,260,205
Amount owing by subsidiary companies 17 - - 183,825,988 188,491,670
Amount owing by associated companies 18 14,360 905,314 - -
Fixed deposits with licensed banks 19 46,080,505 57,000,221 1,832,396 2,891,402
Cash held under Housing Development
Accounts 20 11,623,469 28,358,849 - -
Debt Service Reserve Accounts 21 32,943 229,684 32,943 229,684
Cash and bank balances 22 16,095,883 22,771,841 68,133 57,886
468,130,351 666,659,222 186,774,548 198,403,943
Non-current asset held for sale 23 1 4,117,800 - -
468,130,352 670,777,022 186,774,548 198,403,943
Total Assets 1,301,948,934 1,288,809,048 384,993,294 396,622,529
Balance Sheets
as at 31 December 2008
The accompanying notes form an integral part of the financial statements.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200862/63
Group Company2008 2007 2008 2007
Note RM RM RM RM
EquityShare capital 24 386,211,557 385,191,792 386,211,557 385,191,792
Share premium 25 16,945,016 16,945,016 16,945,016 16,945,016
4% Irredeemable Convertible
Unsecured Loan Stocks 26 328,600 1,300,010 328,600 1,300,010
Other reserves 27 32,491,009 10,556,527 15,189,477 111,915
Retained profit/(Accumulated losses) 2,840,324 (19,762,594) (129,991,567) (130,061,686)
Equity attributable to equity holders
of the parent 438,816,506 394,230,751 288,683,083 273,487,047
Minority shareholders’ interests 106,111,893 34,168,956 - -
Total Equity 544,928,399 428,399,707 288,683,083 273,487,047
Non-Current Liabilities4% Irredeemable Convertible
Unsecured Loan Stocks 26 12,400 23,673 12,400 23,673
Secured Serial Bonds 28 40,000,000 50,000,000 40,000,000 50,000,000
Bank borrowings 29 131,958,396 127,330,908 29,999,904 -
Trade payable 30 19,340,000 20,420,000 - -
Other payable 31 70,706,992 84,868,945 - -
Hire purchase payables 32 1,187,941 1,415,113 - -
Deferred tax liabilities 33 86,515,933 62,792,268 - -
349,721,662 346,850,907 70,012,304 50,023,673
Current LiabilitiesTrade payables 30 90,140,221 154,545,226 - -
Other payables 31 167,949,616 155,945,396 1,857,839 1,917,882
Bank overdrafts 34 27,173,900 30,952,540 12,808,785 12,753,832
Hire purchase payables 32 576,192 538,350 - -
Secured Serial Bonds 28 10,000,000 - 10,000,000 -
Commercial Papers 35 - 57,000,000 - 57,000,000
4% Irredeemable Convertible
Unsecured Loan Stocks 26 - 37,082 - 37,082
Bank borrowings 29 68,258,797 66,459,456 - -
Amount owing to subsidiary companies 17 - - 1,631,283 1,403,013
Tax payable 43,200,147 48,080,384 - -
407,298,873 513,558,434 26,297,907 73,111,809
Total Liabilities 757,020,535 860,409,341 96,310,211 123,135,482
Total Equity and Liabilities 1,301,948,934 1,288,809,048 384,993,294 396,622,529
balance sheets
as at 31 December 2008
The accompanying notes form an integral part of the financial statements.
Group Company2008 2007 2008 2007
Note RM RM RM RM
Revenue 36 261,254,091 281,298,408 1,270,000 9,720,000
Cost of sales (296,404,893) (238,232,190) - -
Gross (loss)/profit (35,150,802) 43,066,218 1,270,000 9,720,000
Other operating income 17,210,140 18,487,584 8,125,413 5,490,431
Reserve on consolidation 106,017,230 1,090,471 - -
Operating expenses (62,523,364) (36,027,375) (1,963,335) (6,057,049)
Finance costs 37 (15,257,008) (12,921,222) (7,143,729) (7,414,043)
Share of (loss)/profit in associated
companies (1,885) 83,971 - -
Profit before taxation 38 10,294,311 13,779,647 288,349 1,739,339
Taxation 39 12,560,478 (4,390,412) (205,086) (1,398,740)
Profit for the financial year 22,854,789 9,389,235 83,263 340,599
Attributable to:
Equity holders of the parent 21,498,748 5,603,204 83,263 340,599
Minority shareholders’ interests 1,356,041 3,786,031 - -
22,854,789 9,389,235 83,263 340,599
Earnings per share attributable to the
equity holders of the parent (sen)
Basic 40(a) 5.58 1.46
Fully diluted 40(b) 5.58 1.46
Income Statements
for the financial year ended 31 December 2008
The accompanying notes form an integral part of the financial statements.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200864/65
Attributable to Equity Holders of the Parent Non-distributable
ICULS MinorityShare Share - Equity Other Accumulated Shareholders’ Total
Group Capital Premium Component Reserves Losses Total Interests EquityRM RM RM RM RM RM RM RM
At 1 January 2007 384,239,291 16,945,016 1,411,548 4,643,852 (25,327,345) 381,912,362 22,571,698 404,484,060
Issue of shares
pursuant to ICULS 952,501 - (169,100) - - 783,401 - 783,401
Reclassification of ICULS
- equity component - - 57,562 - - 57,562 - 57,562
Foreign exchange
differences, representing
net gains not recognised
in income statement - - - 5,890,557 - 5,890,557 - 5,890,557
Realisation of subsidiary
company’s reserve - - - (13,547) 13,547 - - -
Distribution to holders of:
- ICULS C - - - - (39,307) (39,307) - (39,307)
- ICULS D - - - - (12,693) (12,693) - (12,693)
Share-based payment - - - 35,665 - 35,665 - 35,665
Acquisition of subsidiary
companies - - - - - - 7,320,927 7,320,927
Additional investment in
subsidiary companies - - - - - - 490,300 490,300
Profit for the financial year - - - - 5,603,204 5,603,204 3,786,031 9,389,235
At 31 December 2007 385,191,792 16,945,016 1,300,010 10,556,527 (19,762,594) 394,230,751 34,168,956 428,399,707
Statement Of Changes In Equity
for the financial year ended 31 December 2008
The accompanying notes form an integral part of the financial statements.
statement of changes in equity (cont’d)
for the financial year ended 31 December 2008
Attributable to Equity Holders of the Parent Non-distributable
ICULS MinorityShare Share - Equity Other Retained Shareholders’ Total
Group Capital Premium Component Reserves Profit Total Interests EquityRM RM RM RM RM RM RM RM
At 1 January 2008 385,191,792 16,945,016 1,300,010 10,556,527 (19,762,594) 394,230,751 34,168,956 428,399,707
Realisation of subsidiary
company’s reserve - - - (1,239,814) 1,239,814 - - -
Issue of shares
pursuant to ICULS 1,019,765 - (1,019,765) - - - - -
Reclassification of ICULS
- equity component - - 48,355 - - 48,355 - 48,355
Foreign exchange
differences, representing
net gains not recognised
in income statement - - - 8,096,734 - 8,096,734 7,044,197 15,140,931
Issue of Warrants - - - 14,974,977 - 14,974,977 - 14,974,977
Dividend paid - - - - (122,500) (122,500) - (122,500)
Distribution to holders of:
- ICULS D - - - - (13,144) (13,144) - (13,144)
Share-based payment - - - 102,585 - 102,585 - 102,585
Acquisition of subsidiary
companies - - - - - - 63,470,609 63,470,609
Additional investment in
subsidiary companies - - - - - - 72,090 72,090
Profit for the financial year - - - - 21,498,748 21,498,748 1,356,041 22,854,789
At 31 December 2008 386,211,557 16,945,016 328,600 32,491,009 2,840,324 438,816,506 106,111,893 544,928,399
The accompanying notes form an integral part of the financial statements.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200866/67
Non-distributable ICULS -
Share Share Equity ESOS AccumulatedCompany Capital Premium Component Reserve Losses Total
RM RM RM RM RM RM
At 1 January 2007 384,239,291 16,945,016 1,411,548 76,250 (130,350,285) 272,321,820
Issue of shares
pursuant to ICULS 952,501 - (169,100) - - 783,401
Reclassification of
ICULS - equity
component - - 57,562 - - 57,562
Distribution to
holders of :
- ICULS C - - - - (39,307) (39,307)
- ICULS D - - - - (12,693) (12,693)
Share-based payment - - - 35,665 - 35,665
Profit for the financial year - - - - 340,599 340,599
At 31 December 2007 385,191,792 16,945,016 1,300,010 111,915 (130,061,686) 273,487,047
statement of changes in equity (cont’d)
for the financial year ended 31 December 2008
The accompanying notes form an integral part of the financial statements.
statement of changes in equity
for the financial year ended 31 December 2008
Non-distributable ICULS -
Share Share Equity ESOS Warrant AccumulatedCompany Capital Premium Component Reserve Reserve Losses Total
RM RM RM RM RM RM RM
At 1 January 2008 385,191,792 16,945,016 1,300,010 111,915 - (130,061,686) 273,487,047
Issue of shares
pursuant to ICULS 1,019,765 - (1,019,765) - - - -
Reclassification of
ICULS - equity
component - - 48,355 - - - 48,355
Distribution to
holders of :
- ICULS D - - - - - (13,144) (13,144)
Share-based payment - - - 102,585 - - 102,585
Issue of Warrants - - - - 14,974,977 - 14,974,977
Profit for the financial year - - - - - 83,263 83,263
At 31 December 2008 386,211,557 16,945,016 328,600 214,500 14,974,977 (129,991,567) 288,683,083
The accompanying notes form an integral part of the financial statements.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200868/69
2008 2007Note RM RM
Cash Flows From Operating ActivitiesProfit before taxation 10,294,311 13,779,647
Adjustments for:
Allowance for doubtful debts 12,793,392 1,902,128
Amortisation of prepaid lease payments 2,211,481 5,600
Allowance for foreseeable loss 242,522 1,781,390
Allowance for doubtful debts no longer required (832,126) -
Bad debts written off 249,213 -
Depreciation of investment properties 159,745 248,437
Depreciation of property, plant and equipment 6,227,373 1,478,477
Loss/(Gain) on disposal of investment properties 241,033 (165,148)
Loss/(Gain) on disposal of property, plant and equipment 64,248 (55,523)
Interest expense 15,257,008 12,921,222
Interest income (3,381,729) (3,837,311)
Property, plant and equipment written off 203,386 317,033
Share-based payment 102,585 35,665
Share of losses/(profit) in associated companies 1,885 (83,971)
Unrealised (gain)/loss on foreign exchange (796,836) 4,962,097
Deposit written off - 29,000
Impairment of goodwill arising on consolidation 500,782 886,880
Property development costs written off 371,976 117,816
Reserve on consolidation (106,017,230) (1,090,471)
Waiver of debts by other payables (5,457,532) (6,777,722)
Impairment loss on investment properties 7,300 7,300
Impairment loss on non-current assets held for sale 4,117,798 -
Operating (loss)/profit before working capital changes (63,439,415) 26,462,546
(Increase)/Decrease in working capital
Inventories (3,942,004) (7,063,747)
Land and property development costs 130,194,567 (53,464,676)
Trade receivables 43,405,959 (27,138,251)
Other receivables 11,753,066 25,193,579
Trade payables (65,485,005) (33,772,469)
Other payables (44,036,688) 109,583,756
Amount owing by associated companies 890,954 2,269,106
Foreign exchange reserve 5,897,053 1,023,495
78,677,902 16,630,793
Cash generated from operations 15,238,487 43,093,339
Interest received 3,381,729 3,837,311
Interest paid (23,237,220) (24,365,172)
Tax paid (4,310,712) (6,408,865)
(24,166,203) (26,936,726)
Net cash (used in)/generated from operating activities (8,927,716) 16,156,613
Consolidated Cash Flow Statements
for the financial year ended 31 December 2008
The accompanying notes form an integral part of the financial statements.
consolidated cash flow statements
for the financial year ended 31 December 2008
2008 2007Note RM RM
Cash Flows From Investing ActivitiesAdditional investment in subsidiary companies - (1,500,000)
Proceeds from disposal of investment properties 5,891,800 465,000
Proceeds from disposal of non-current asset held for sale 1 -
Proceeds from disposal of property, plant and equipment 247,790 153,230
Acquisition of subsidiary company, net of cash inflow/(outflow) 8(b) 9,649,680 (37,646,184)
Capital work-in-progress incurred (219,852) -
Purchase of property, plant and equipment 3 (793,842) (683,933)
Purchase of investment properties - (7,383,500)
Net cash generated from/(used in) investing activities 14,775,577 (46,595,387)
Cash Flows From Financing Activities(Increase)/Decrease in fixed deposit pledged (720,204) 19,046,736
Decrease/(Increase) in cash and bank balances pledged 7,521,026 (5,786,678)
Distribution to holders of ICULS C - (39,307)
Distribution to holders of ICULS D (13,144) (12,693)
Drawdown of bank borrowings 76,683,334 117,823,628
Repayment of bank borrowings (73,763,560) (57,440,451)
Repayment of hire purchase payables (660,330) (472,077)
Proceeds from issue of Commercial Papers 44,000,000 120,000,000
Redemption of Commercial Papers (101,000,000) (119,000,000)
Proceeds from issue of shares to minority shareholders 72,090 490,300
Redemption of Secured Serial Bonds - (15,000,000)
Dividend paid (122,500) -
Proceeds from issue of Warrants 14,974,977 -
Redemption of Redeemable Convertibles Bonds - (8,356,679)
Net cash (used in)/generated from financing activities (33,028,311) 51,252,779
Net (decrease)/increase in cash and cash equivalents (27,180,450) 20,814,005
Effect of exchange rate changes 3,232,117 (1,814,367)
Cash and cash equivalents at beginning of the financial year 55,259,676 36,331,481
Transfer from/(to) Debt Service Reserve Accounts 196,741 (71,443)
Cash and cash equivalents at end of the financial year 31,508,084 55,259,676
Cash and cash equivalents at end of the financial year comprise:Fixed deposits with licensed banks 46,080,505 57,000,221
Cash held under Housing Development Accounts 11,623,469 28,358,849
Cash and bank balances 16,095,883 22,771,841
Bank overdrafts (27,173,900) (30,952,540)
46,625,957 77,178,371
Less: Fixed deposits pledged with licensed banks (14,855,630) (14,135,426)
Sinking fund account and cash collateral account pledged (262,243) (7,783,269)
31,508,084 55,259,676
The accompanying notes form an integral part of the financial statements.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200870/71
2008 2007RM RM
Cash Flows From Operating ActivitiesProfit before taxation 288,349 1,739,339
Adjustments for:
Interest expense 7,143,729 7,414,043
Share-based payment 102,585 35,665
Interest income (4,988,972) (5,490,340)
Unrealised (gain)/loss on foreign exchange (3,136,386) 4,351,491
Dividend income (1,150,000) (9,600,000)
Operating loss before working capital changes (1,740,695) (1,549,802)
(Increase)/Decrease in working capital
Other receivables 462,844 (55,241)
Other payables (60,043) (472,405)
Amount owing to/by subsidiary companies 9,180,338 25,363,772
9,583,139 24,836,126
Cash generated from operations 7,842,444 23,286,324
Interest received 4,988,972 5,490,340
Interest paid (7,143,729) (7,407,084)
Tax refund 5,050,283 -
2,895,526 (1,916,744)
Net cash generated from operating activities 10,737,970 21,369,580
Cash Flows From Investing ActivityInvestment in subsidiary company (160) -
Net cash used in investing activity (160) -
Cash Flows From Financing ActivitiesDistribution to holders of ICULS C - (39,307)
Distribution to holders of ICULS D (13,144) (12,693)
Proceeds from issue of Commercial Papers 44,000,000 120,000,000
Decrease in fixed deposit pledged 1,059,006 718,085
Redemption of Commercial Papers (101,000,000) (119,000,000)
Redemption of Redeemable Convertible Bonds - (8,356,679)
Redemption of Secured Serial Bonds - (15,000,000)
Drawdown of bank borrowings 29,999,904 -
Proceeds from issue of Warrants 14,974,977 -
Net cash used in financing activities (10,979,257) (21,690,594)
Company Cash Flow Statements
for the financial year ended 31 December 2008
The accompanying notes form an integral part of the financial statements.
company cash flow statements
for the financial year ended 31 December 2008
2008 2007RM RM
Net decrease in cash and cash equivalents (241,447) (321,014)
Cash and cash equivalents at beginning of the financial year (12,695,946) (12,303,489)
Transfer to Debt Service Reserve Accounts 196,741 (71,443)
Cash and cash equivalents at end of the financial year (12,740,652) (12,695,946)
Cash and cash equivalents at end of the financial year comprise:Fixed deposits with licensed banks 1,832,396 2,891,402
Cash and bank balances 68,133 57,886
Bank overdrafts (12,808,785) (12,753,832)
(10,908,256) (9,804,544)
Less: Fixed deposits pledged with licensed banks (1,832,396) (2,891,402)
(12,740,652) (12,695,946)
The accompanying notes form an integral part of the financial statements.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200872/73
1. Corporate Information
The principal activities of the Company are management and investment holding. The principal activities of the
subsidiary companies and associated companies are disclosed in Note 52 and Note 53 to the financial statements.
The Company is a public limited liability company, incorporated under the Companies Act, 1965 and domiciled in
Malaysia, and is listed on the Main Board of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Plaza Seri Setia, Level 1 – 4, No. 1, Jalan SS9/2, 47300 Petaling
Jaya, Selangor Darul Ehsan.
2. Basis of Preparation and Significant Accounting Policies
(a) Basis of accounting
The financial statements of the Group and of the Company have been prepared on the historical cost basis
except as disclosed in the notes to the financial statements and in compliance with Financial Reporting
Standards and the Companies Act, 1965 in Malaysia.
During the financial year, the Group and the Company has adopted the following applicable Financial
Reporting Standards (“FRSs”) issued by the Malaysian Accounting Standards Board that are mandatory for
current financial year:
Amendment to The Effects of Changes in Foreign Exchange Rates
FRS 121 - Net Investment in a Foreign Operation
FRS 107 Cash Flow Statements
FRS 111 Construction Contracts
FRS 112 Income Taxes
FRS 118 Revenue
FRS 119 Employee Benefits
FRS 120 Accounting for Government Grants and Disclosure of Government Assistance
FRS 126 Accounting and Reporting by Retirement Benefit Plans
FRS 129 Financial Reporting in Hyperinflationary Economies
FRS 134 Interim Financial Reporting
FRS 137 Provision, Contingent Liabilities and Contingent Assets
The Directors of the Group and of the Company anticipate that the application of the above FRSs does not
have any significant impact on the financial statements of the Group and of the Company.
The Group and the Company have not adopted the following new FRSs which have been issued as at the date
of authorisation of these financial statements but are not yet effective for the Group and the Company:
Effective date forfinancial periods
beginning on or after
FRS 8 Operating Segments 1 July 2009
FRS 4 Insurance Contracts 1 January 2010
FRS 7 Financial Instruments : Disclosures 1 January 2010
FRS 139 Financial Instruments : Recognition and Measurement 1 January 2010
Notes To The Financial Statements
notes to the financial statements (cont’d)
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(a) Basis of accounting (cont’d)
(i) FRS 8 Operating Segments
This new standard replaces FRS 1142004 Segment Reporting and requires a “management approach”,
under which segment information is presented on the same basis as that used for internal reporting
purposes. The adoption of this standard only impacts the form and content of disclosures presented in
the financial statements of the Group. This FRS is expected to have no material impact on the financial
statements of the Group upon its initial application.
(ii) FRS 7 Financial Instruments: Disclosures
This new standard requires disclosures in financial statements that enable users to evaluate the
significance of financial instruments for the entity’s financial position and performance, and the nature
and extent of risks arising from financial instruments to which an entity is exposed and how these risks
are managed. This standard requires both qualitative disclosures describing management’s objectives,
policies and processes for managing those risks, and quantitative disclosures providing information about
the extent to which an entity is exposed to risk, based on information provided internally to the entity’s
key management personnel.
(iii) FRS 139 Financial Instruments: Recognition and Measurement
This new standard establishes the principles for the recognition, derecognition and measurement of an
entity’s financial instruments and for hedge accounting. The impact of applying FRS 139 on the financial
statements upon first adoption of this standard as required by paragraph 30(b) of FRS 108 Accounting
Policies, Changes in Accounting Estimates and Errors is not required to be disclosed by virtue of
exemptions provided under paragraph 103AB of FRS 139.
The possible impacts of applying FRS 4, FRS 7, FRS 8 and FRS 139 on the financial statements upon their
initial applications are not disclosed by virtue of the exemptions given in these standards.
(b) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional
currency.
(c) Significant accounting estimates and judgements
Estimates, assumptions concerning the future and judgements are made in the preparation of the financial
statements. They affect the application of the Group’s accounting policies, reported amounts of assets,
liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are
based on historical experience and other relevant factors, including expectations of future events that are
believed to be reasonable under the circumstances.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200874/75
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(c) Significant accounting estimates and judgements (cont’d)
The key assumptions concerning the future and other key sources of estimation or uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are set out below:
(i) Depreciation of property, plant and equipment
The costs of property, plant and equipment of the Group are depreciated on a straight-line basis over the
useful lives of the assets. Management estimates the useful lives of the property, plant and equipment to
be within 5 to 50 years as stated in Note 2(e)(iv). These are common life expectancies applied in the
industry. Changes in the expected level of usage and technological developments could have impact on
the economic useful lives and the residual values of these assets, therefore future depreciation charges
could be revised. The carrying amount of the Group’s property, plant and equipment as at 31 December
2008 is stated in Note 3 to the financial statements.
(ii) Depreciation of investment properties
The costs of investment properties of the Group are depreciated on a straight-line basis over the useful
lives of the assets. Management estimates the useful lives of the investment properties as stated in
Note 2(h). These are common life expectancies applied in the industry. Changes in the expected level of
usage and technological developments could have impact on the economic useful lives and the residual
values of these assets, therefore future depreciation charges could be revised. The carrying amount of the
Group’s investment properties as at 31 December 2008 is stated in Note 6 to the financial statements.
(iii) Property development costs
The Group recognises property development revenue and expenses in the income statement by using
the stage of completion method. The stage of completion is determined by the proportion that property
development costs incurred, for work performed to date bear to the estimated total property development
costs. Significant judgement is required in determining the stage of completion, the extent of the property
development costs incurred the estimated total property development revenue and costs, as well as
the recoverability of the development projects. In making the judgement, the Group evaluates based on
past experience and by relying on the work of specialists. The carrying amount of the Group’s property
development costs as at 31 December 2008 is stated in Note 5 to the financial statements.
(iv) Impairment of goodwill on consolidation
The Group determines whether goodwill is impaired at least on an annual basis, in accordance with the
accounting policy stated in Note 2(t). This requires an estimation of the value in use of the cash-generating
units to which the goodwill is allocated. Estimating the value in use requires the Group to make an
estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable
discount rate in order to calculate the present value of those cash flows. The carrying amount of
the Group’s goodwill on consolidation as at 31 December 2008 is stated in Note 12 to the financial
statements.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(c) Significant accounting estimates and judgements (cont’d)
(v) Estimation of fair value of properties
In the absence of current prices in an active market for similar properties, the Group considers information
from a variety of sources, including:
(1) current prices in an active market for properties of a different nature, condition or location, adjusted
to reflect those differences; or
(2) recent prices of similar properties based on less active market, with adjustments to reflect any
changes in economic conditions since the date of the transactions that occurred at those prices.
(vi) Construction costs
The Group recognises construction revenue and expenses in the income statement by using the stage of
completion method. The stage of completion is determined by the proportion that construction costs
incurred for work performed to date bear to the estimated total construction costs. Significant judgement
is required in determining the stage of completion, the extent of the construction costs incurred, the
estimated total construction revenue and costs, as well as the recoverability of the construction projects.
In making the judgement, the Group evaluates based on past experience and by relying on the work of
specialists. The carrying amount of the Group’s construction costs as at 31 December 2008 is stated in
Note 16 to the financial statements.
(vii) Income taxes
The Group has exposure to income taxes in numerous jurisdictions. There are certain transactions
and computations for which the ultimate tax determination is uncertain during the ordinary course of
business. Significant judgement is involved especially in determining tax base allowances and
deductibility of certain expenses in determining the Group-wide provision for income taxes. The Group
recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due.
Where the final tax outcome of these matters is different from the amounts that were initially recognised,
such differences will have impact on the income tax and deferred tax provisions in the period in which
such determination is made.
(viii) Impairment of investment in associated company
The carrying values of investments in associated company and the related goodwill are reviewed for
impairment in accordance with FRS 128, Investments in Associates.
In the determination of the value in use of the investment, the Group is required to estimate the expected
cash flows to be generated by the associated company and also to choose a suitable discount rate in
order to calculate the present value of those cash flows. The carrying amount of the Group’s investment
in associated companies as at 31 December 2008 is stated in Note 9 to the financial statements.
(d) Basis of consolidation
The consolidated financial statements include the financial statements of the Company, its subsidiary
companies and its associated companies from the date that control effectively commences until the date that
control effectively ceases through equity accounting which are made up to the end of the financial year.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200876/77
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(d) Basis of consolidation (cont’d)
(i) Subsidiary companies
Subsidiary companies are those companies in which the Group has long term equity interest and has the
power, directly or indirectly, to govern the financial and operating policies so as to obtain benefits from its
activities, generally accompanying a shareholding of more than one half of the voting rights.
The purchase method of accounting is used to account for the acquisition of subsidiary companies. The
cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or
liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority
interest. The difference between the acquisition cost and the fair values of the subsidiary companies’ net
assets is reflected as goodwill or reserve on consolidation as appropriate. The accounting policy on
goodwill on acquisition of subsidiary companies is set out in Note 2(k). Reserve on consolidation is
recognised immediately in income statement.
Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds
and the Group’s share of its net assets together with any unimpaired balance of goodwill which were not
previously recognised in the consolidated income statement.
Minority interest is measured at the minorities’ share of the fair value of identifiable assets and liabilities
at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of
acquisition, except when the losses applicable to the minority in a subsidiary exceed the minority interest
in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are
attributed to the equity holders of the Company.
(ii) Associated companies
Associated companies are entities over which the Group has significant influence, but not control,
generally accompanying a shareholding of between and including 20% and 50% of the voting rights.
Investments in associated companies are accounted for using the equity method of accounting.
Investments in associated companies include goodwill identified on acquisition, net of any accumulated
impairment loss in accordance with Note 2(t).
Equity accounting involves recording investments in associated companies initially at cost, and
recognising the Group’s share of its associated companies’ post-acquisition results and its share of
post-acquisition movements in reserves against the carrying amount of the investments. When the
Group’s share of losses in an associated company equals or exceeds its interest in the associated
company, including any other unsecured receivables, the Group does not recognise further losses, unless
it has incurred obligations or made payments on behalf of the associated company.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(d) Basis of consolidation (cont’d)
(iii) Changes in Group composition
Where a subsidiary issues new equity shares to minority interests for cash consideration and the issue
price has been established at fair value, the reduction in the Group’s interests in the subsidiary is
accounted for as a disposal of equity interest with the corresponding gain or loss recognised in the
income statement.
When a group purchases a subsidiary’s equity shares from minority interests for cash consideration and
the purchase price has been established at fair value, the accretion of the Group’s interests in the
subsidiary is accounted for as a purchase of equity interest for which the acquisition accounting method
of accounting is applied.
The Group treats all other changes in group composition as equity transactions between the Group and
its minority shareholders. Any difference between the Group’s share of net assets before and after the
change, and any consideration received or paid, is adjusted to or against Group reserves.
(e) Property, plant and equipment
(i) Recognition and measurement
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses. The policy for the recognition and measurement of impairment losses is in accordance
with Note 2(t).
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-
constructed assets includes the cost of materials and direct labour, any other costs directly attributable
to bringing the asset to working condition for its intended use, and the costs of dismantling and removing
the items and restoring the site on which they are located. Purchased software that is integral to the
functionality of the related equipment is capitalised as part of that equipment.
When significant parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
(ii) Reclassification to investment property
Property that is being constructed for future use as investment property is accounted for as property,
plant and equipment until construction or development is complete, at which time it is reclassified as
investment property and accounted for in accordance with Note 2(h).
When the use of a property changes from owner-occupied to investment property, the property is
reclassified as investment property and accounted for in accordance with Note 2(h).
(iii) Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will flow to
the Group and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant
and equipment are recognised in the income statement as incurred.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200878/79
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(e) Property, plant and equipment (cont’d)
(iv) Depreciation
Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives
of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and
their useful lives. Freehold land is not depreciated. Property, plant and equipment under construction are
not depreciated until the assets are ready for their intended use.
The estimated useful lives for the current and comparative periods are as follows:
2008 2007
Buildings 50 years 50 years
Motor vehicles 5 to 7 years 5 to 7 years
Office equipment, furniture and fittings 5 to 10 years 5 to 10 years
Renovations 10 years 10 years
Plant, machinery and equipment 5 to 10 years 5 to 10 years
Club house 20 years -
Golf courses 20 years -
The depreciable amount is determined after deducting the residual value.
Depreciation methods, useful lives and residual values are reassessed at each financial year end.
Upon disposal of an asset, the difference between the net disposal proceeds and the carrying amount of
the assets is charged or credited to the income statement. On disposal of a revalue asset, the attributable
revaluation surplus remaining in the revaluation reserve is transferred to distribution reserve.
(f) Land and property development costs
(i) Land held for property development
Land held for property development consists of land held for future development activities where no
significant development has been undertaken or where development activities are not expected to be
completed within normal operating cycle. Such land is classified as noncurrent asset and is stated at cost
less any accumulated impairment losses. The policy of recognition and measurement of impairment
losses is in accordance with Note 2(t).
Land held for property development is reclassified as current asset when the development activities have
been commenced or development activities are expected to commence within the period of twelve
months after the end of financial year and where it can be demonstrated that the development activities
can be completed within the normal operating cycle.
Cost associated with the acquisition of land includes the purchase price of the land, professional fees,
stamp duties, commissions, conversion fees and other relevant levies.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(f) Land and property development costs (cont’d)
(ii) Property development costs
Property development costs comprise all costs that are directly attributable to development activities or
that can be allocated on a reasonable basis to such activities.
Property development costs shall be reclassified to current asset when the development activities have
been carried out or development activities are not expected to commence within the period of twelve
months after the end of financial year or where development activities are not expected to be completed
within the normal operating cycle.
Property development costs shall be reclassified to current asset when the development activities
have been commenced or development activities are expected to commence within the period of twelve
months after the end of financial year or where the activities are expected to be completed within the
normal operating cycle.
When the financial outcome of development activity can be reliably estimated, property development
revenue and expenses are recognised in the income statement by using the stage of completion. 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.
When the financial outcome of a development activity cannot be reliably estimated, property development
revenue is recognised only to the extent of property development costs incurred that is probable will be
recoverable, and property development costs on units sold are recognised as an expense in the period in
which they are incurred.
Any expected loss on a development project including costs to be incurred over the defects liability period
shall be recognised as an expense immediately.
Property development costs not recognised as an expense are recognised as an asset, which measured
at the lower of cost and net realisable value.
When the revenue recognised in the income statement exceeds billings to purchasers, the balance is
shown as accrued billings under current assets. When the billings to purchasers exceed the revenue
recognised in the income statement, the balance is shown as progress billings under current liabilities.
(g) Capital Work-In-Progress
Capital work-in progress consists of expenditure incurred on construction of property, plant and equipment
which takes a substantial period of time to be ready for their intended use.
Capital work-in-progress is stated at cost during the period of construction. No depreciation is provided on
capital work-in-progress and upon completion of construction, the cost will be transferred to property, plant
and equipment.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200880/81
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(h) Investment properties
Investment properties are properties which are owned or held under a leasehold interest to earn rental income
or for capital appreciation or for both. Properties that are occupied by the Group are accounted for as owner-
occupied rather than as investment properties. Investment properties are stated at cost less accumulated
depreciation and impairment losses, consistent with the accounting policy for property, plant and equipment
as stated in accounting policy note 2(e).
Depreciation is charged to the income statement on a straight-line basis over the estimated useful life of 50
years for buildings. Freehold land is not depreciated.
(i) Prepaid lease payments
Leasehold land that normally has an indefinite economic life and its title is not expected to pass to the lessee
by the end of the lease term is treated as an operating lease. The payment made on entering into or acquiring
a leasehold land is accounted as prepaid lease payments that is amortised over the lease term except for
leasehold land classified as investment property. The land and building elements of a lease of land and
buildings are considered separately for the purposes of lease classification.
(j) Investment in subsidiary companies and associated companies
Investment in subsidiary companies and associated companies are stated at cost less accumulated
impairment losses. The policy of the recognition and measurement of impairment losses is in accordance with
Note 2(t).
On disposal of such investments, the difference between net disposal proceeds and their carrying amount is
recognised in the income statement.
(k) Goodwill arising on consolidation
Goodwill acquired in a business combination is initially measured at cost, represents the excess of the
purchase price over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities.
Goodwill is measured at cost less impairment losses and is reviewed for impairment annually or more frequent
when there is objective evidence that the carrying value may be impaired, in accordance with Note 2(t).
(l) Other investments
Other investments are stated at cost less accumulated impairment losses. The policy for the recognition and
measurement of impairment losses is in accordance with Note 2(t).
On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is
charged or credited to the income statement.
(m) Properties held for sale
Properties held for sale is determined on a specific identification basis and is stated at the lower of cost or
carrying amount and net realisable value. Net realisable value is the estimate of the selling price in the ordinary
course of business, less the selling expenses.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(n) Inventories
Inventories represent cost of unsold completed development units/properties which is determined on a
specific identification basis. The inventories are stated at the lower of cost and net realisable value. Net
realisable value is the estimate of the selling price in the ordinary course of business, less the selling expenses.
(o) Trade and other receivables
Trade and other receivables are initially recognised at their cost when the contractual right to receive cash or
another financial asset from another entity is established.
Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts.
(p) Construction costs
Construction contracts are stated at cost plus attributable profits less applicable progress billings and
allowances for foreseeable losses, if any.
When the outcome of a construction contract can be estimated reliably, contract revenue and contract cost
are recognised as revenue and expenses respectively by reference to the stage of completion of the contract
activities at the balance sheet date. The stage of completion is determined by the proportion that contract
costs incurred for the work performed to date to the estimated contract costs.
When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised
only to the extent of contract costs incurred that it is probable will be recoverable and contract costs are
recognised as expenses in period in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised
as an expense immediately.
The aggregate of the costs incurred and the profit/loss recognised on each contract is compared against the
progress billings up to the period end. Where costs incurred and recognised profits (less recognised losses)
exceed progress billings, the balance is shown as amount owing by customers on contracts. Where progress
billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as
amount owing to customers on contracts.
(q) 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.
(r) Hire purchase
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards
incident to ownership. All other leases are treated as operating leases.
Assets acquired by way of hire purchase are stated at an amount equal to the lower of their fair values and
the present value of the minimum hire purchase payments at the inception of the leases, less accumulated
depreciation and impairment losses. The corresponding liability is included in the balance sheet as liabilities.
In calculating the present value of the minimum hire purchase payments, the discount factor used is the
interest rate implicit in the lease, when it is practical to determine; otherwise, the Group’s incremental
borrowing rate is used.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200882/83
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(r) Hire purchase (cont’d)
Hire purchase payments are apportioned between the finance costs and the reduction of the outstanding
liability. Finance costs, which represent the difference between the total hire purchase commitments and the
fair value of the assets acquired, are recognised as an expense in the income statement over the term of the
relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations
for each accounting period.
The depreciation policy for assets acquired under hire purchase is consistent with that for depreciable
property, plant and equipment which are owned.
Lease rental under operating lease is charged to the income statement on a straight line basis over the term
of the relevant lease.
(s) Non-current asset held for sale
Non-current asset is classified as held for sale if their carrying amount will be recovered principally through a
sale transaction rather than through continuing use. This condition is regarded as met only when the sale is
highly probable and the asset is available for immediate sale in its present condition subject only to terms that
are usual and customary.
Immediately before classification as held for sale, the measurement of the noncurrent assets is brought up-to-
date in accordance with applicable FRSs. Then, on initial classification as held for sale, non-current asset is
measured in accordance with FRS 5, Non-current Assets held for Sale and Discontinued Operations, which is
at the lower of carrying amount and fair value less costs to sell. Any differences are included in profit or loss.
A component of the Group is classified as a discontinued operation when the criteria to be classified as held
for sale have been met or is a subsidiary or associated company acquired exclusively with a view to resale.
(t) Impairment of assets
The carrying amounts of assets are reviewed at each reporting date to determine whether there is any
indication of impairment.
If any such indication exists then the asset’s recoverable amount is estimated. For goodwill that has indefinite
useful lives, recoverable amount is estimated at each reporting date or more frequently when indications of
impairment are identified.
An impairment loss is recognised if the carrying amount of an asset or its cashgenerating unit exceeds its
recoverable amount unless the asset is carried at a revalue amount, in which case the impairment loss is
recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does
not exceed the amount in the revaluation surplus for that same asset. A cash-generating unit is the smallest
identifiable asset group that generates cash flows that largely are independent from other assets and groups.
Impairment losses are recognised in the income statement in the period in which it arises. Impairment losses
recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill
allocated to the units and then to reduce the carrying amount of the other assets in the unit (groups of units)
on a pro rata basis.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(t) Impairment of assets (cont’d)
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset.
Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than
goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than
goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the
carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss
been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is
recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is
treated as a revaluation increase.
(u) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are
capitalised as part of the cost of those assets, until such time as the assets are substantially ready for their
intended use or sale.
When the borrowings are made specifically for the purpose of obtaining a qualifying asset, the amount of
borrowing costs eligible for capitalisation is the actual borrowing costs incurred on that borrowing during the
period less any investment income on the temporary investment of funds drawndown from that borrowing
facility.
When the borrowings are made generally, and used for the purpose of obtaining a qualifying asset, the
borrowing costs eligible for capitalisation are determined by applying a capitalisation rate which is the
weighted average of the borrowing costs applicable to the borrowings that are outstanding during the financial
year.
All other borrowing costs are recognised as an expense in the income statement in the period in which they
are incurred.
(v) Foreign currencies
(i) Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in the income statement.
Non-monetary items initially denominated in foreign currencies, which are carried at historical cost are
translated using historical rate as at the date of acquisition and non-monetary items which are carried at
fair value are translated using the exchange rate that existed when the values were determined.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200884/85
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(v) Foreign currencies (cont’d)
(ii) Foreign operations
The results and financial position of all the group entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
(1) assets and liabilities for each balance sheet presented are translated at the closing rate at the date
of that balance sheet;
(2) income and expenses for each income statement are translated at average exchange rates (unless
this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the
transactions); and
(3) all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities,
and of borrowings, are taken to shareholders equity. When a foreign operation is sold, such exchange
differences are recognised in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at the closing rate.
(w) Revenue recognition
(i) Property development
Revenue derived from property development activities is recognised based on the percentage of
completion method. The stage of completion is determined based on the total actual costs incurred to
date over the estimated total property development costs.
(ii) Construction contracts
Revenue from work done on construction contracts is recognised based on the percentage of completion
method. The stage of completion is determined based on the total actual costs incurred to date over the
estimated total contract costs. Allowance for foreseeable losses is made in the financial statements when
such losses can be determined.
(iii) Goods sold and services rendered
Revenue from sales of goods and services measured at the fair value of the consideration receivable and
is recognised when significant risk and rewards have been transferred to the buyer, if any, or upon
performance of services, net of sales taxes and discounts.
(iv) Dividend income
Dividend income is recognised when the shareholder’s right to receive payment is established.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(w) Revenue recognition (cont’d)
(v) Golf courses service fees
Service charges from golf courses operations including green fee, candy fee, golf cart rental services, etc.
are recognised when the services are rendered.
(vi) Club house
Golf club membership fees are recognised upon admission as member.
(vii) Food and beverage
Sales of foods and beverage income are recognised when goods are delivered.
(viii) Rental income and interest income
Rental income and interest income are recognised as it accrues unless ability to collect is in doubt.
(x) Income taxes
Income tax on the profit or loss for the financial year comprises current and deferred tax. Current tax is the
expected amount of income taxes payable in respect of the taxable profit for the financial year and is
measured using the tax rates that have been enacted at the balance sheet date.
Deferred tax is recognised on the liability method for all temporary differences between the carrying amount
of an assets or liabilities in the balance sheet and its tax base at the balance sheet date. Deferred tax liabilities
are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible
temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future
taxable profit will be available against which the deductible temporary differences, unused tax losses and
unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from
goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not
a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax asset and liability is measured at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively
enacted at the balance sheet date. The carrying amount of a deferred tax asset is reviewed at each balance
sheet date and is reduced to the extent that it becomes probable that sufficient future taxable profit will be
available.
Deferred tax is recognised in the income statement, except when it arises from a transaction which is
recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or
when it arises from a business combination that is an acquisition, in which case the deferred tax is included
in the resulting goodwill or negative goodwill.
(y) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdrafts
and short term highly liquid investments that are readily convertible to known amount of cash and which are
subject to an insignificant risk of changes in value. For the purpose of the cash flow statements, cash and cash
equivalents are presented net of bank overdrafts and exclude fixed deposits, sinking funds account and cash
collateral account pledged to secure banking facilities, if any.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200886/87
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(z) Financial instruments
Financial instruments carried on the balance sheet include cash and bank balances, deposits, marketable
securities, other investments, receivables, payables and borrowings. Financial instruments are recognised in
the balance sheet when the Group and the Company has become a party to the contractual provisions of the
instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends and gains and losses relating to a financial instrument classified as a liability,
are reported as expense or income. Distributions to holders of financial instruments classified as equity are
charged directly to equity. Financial instruments are offset when the Group and the Company has a legally
enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability
simultaneously.
The particular recognition method adopted for financial instruments recognised on the balance sheet is
disclosed in the individual accounting policy statements associated with each item.
(aa) Share capital
Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of shares
issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified as
equity. Cost directly attributable to the issuance of the shares is accounted for as deduction from share
premium, otherwise, it is charged to the income statement.
Dividends on ordinary shares, when declared or proposed by the Director of the Company are disclosed in the
notes to the financial statements. Upon approval and when paid, such dividends will be accounted for in the
shareholders’ equity as an appropriation of unappropriated profit in the financial year in which the dividends
are paid.
(bb) Employee benefits
(i) Short term employee benefits
Wages, 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.
The expected cost of accumulating compensated absences is measured as additional amount expected
to be paid as a result of the unused entitlement that has accumulated at the balance sheet date.
(ii) Defined contribution plans
As required by law, companies in Malaysia make contributions to the state pension scheme, the
Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the income
statement in the period to which they relate.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
2. Basis of Preparation and Significant Accounting Policies (cont’d)
(bb) Employee benefits (cont’d)
(iii) Share-based compensation
The LBS Bina Group Berhad Employee Share Option Scheme (“ESOS”), an equity-settled, share-based
compensation plan, allows the Company and its subsidiary companies’ employees to acquire ordinary
shares of the Company. The total fair value of share options granted to employees is recognised as an
employee cost with a corresponding increase in the share option reserve within equity over the vesting
period and taking into account the probability that the options will vest. The fair value of share options is
measured at grant date, taking into account, if any, the market vesting conditions upon which the options
were granted but excluding the impact of any non-market vesting conditions. Non-market vesting
conditions are included in assumptions about the number of options that are expected to become
exercisable on vesting date.
At each balance sheet date, the Group revises its estimates of the number of options that are expected
to become exercisable on vesting date. It recognised the impact of the revision of original estimates, if
any, in the profit or loss, and a corresponding adjustment to equity over the remaining vesting period. The
equity amount is recognised in the share option reserve until the option is exercised, upon which it will
be transferred to share premium, or until the option expires, upon which it will be transferred directly to
retained earnings.
The proceeds received net of any directly attributable transaction costs are credited to equity when the
options are exercised.
3. Property, Plant and Equipment
OfficeLong term equipment, Plant,leasehold Motor furniture and machinery and Club Golf
Group buildings vehicles fittings Renovations equipment house courses TotalRM RM RM RM RM RM RM RM
CostAt 1.1.2008 4,491,150 5,633,928 3,788,437 3,563,036 309,625 - - 17,786,176
Acquisition of
subsidiary
companies - - 11,251,758 - - 24,224,521 110,305,299 145,781,578
Additions - 666,352 264,948 4,200 329,342 - - 1,264,842
Disposals - (733,247) (1,432,160) - (19,933) - - (2,185,340)
Written off - - (281,703) (69,279) - - - (350,982)
Exchange differences - - 154,691 - - 367,126 1,671,690 2,193,507
At 31.12.2008 4,491,150 5,567,033 13,745,971 3,497,957 619,034 24,591,647 111,976,989 164,489,781
LBS BINA GROUP BERHAD
ANNUAL REPORT 200888/89
3. Property, Plant and Equipment (cont’d)
OfficeLong term equipment, Plant,leasehold Motor furniture and machinery and Club Golf
Group buildings vehicles fittings Renovations equipment house courses TotalRM RM RM RM RM RM RM RM
Accumulateddepreciation
At 1.1.2008 446,656 3,222,229 2,469,106 1,679,538 100,879 - - 7,918,408
Acquisition of
subsidiary
companies - - 5,895,101 - - 5,651,311 51,974,601 63,521,013
Charge for the
financial year 89,823 630,365 1,127,877 348,271 110,169 716,562 3,215,351 6,238,418
Disposals - (606,337) (1,255,337) - (11,628) - - (1,873,302)
Written off - - (110,846) (36,750) - - - (147,596)
Exchange differences - - 130,296 - - 127,711 976,431 1,234,438
At 31.12.2008 536,479 3,246,257 8,256,197 1,991,059 199,420 6,495,584 56,166,383 76,891,379
Carrying amountAt 31.12.2008 3,954,671 2,320,776 5,489,774 1,506,898 419,614 18,096,063 55,810,606 87,598,402
OfficeLong term equipment, Plant,leasehold Motor furniture and machinery and
Group buildings vehicles fittings Renovations equipment TotalRM RM RM RM RM RM
CostAt 1.1.2007
- as previously stated 5,039,950 5,429,175 4,862,318 3,745,486 65,922 19,142,851
- effect of adopting
FRS 117 (548,800) - - - - (548,800)
At 1.1.2007, restated 4,491,150 5,429,175 4,862,318 3,745,486 65,922 18,594,051
Acquisition of
subsidiary companies - - 32,708 - 54,150 86,858
Additions - 811,580 316,616 59,084 189,553 1,376,833
Disposals - (606,827) (89,526) - - (696,353)
Written off - - (1,333,603) (241,534) - (1,575,137)
Exchange differences - - (76) - - (76)
At 31.12.2007 4,491,150 5,633,928 3,788,437 3,563,036 309,625 17,786,176
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
3. Property, Plant and Equipment (cont’d)
OfficeLong term equipment, Plant,leasehold Motor furniture and machinery and
Group buildings vehicles fittings Renovations equipment TotalRM RM RM RM RM RM
Accumulated depreciationAt 1.1.2007 356,833 3,185,914 3,186,827 1,444,371 33,657 8,207,602
Acquisition of subsidiary
companies - - 19,322 - 48,596 67,918
Charge for the financial year 89,823 560,491 468,082 362,691 18,626 1,499,713
Disposals - (524,176) (74,470) - - (598,646)
Written off - - (1,130,580) (127,524) - (1,258,104)
Exchange differences - - (75) - - (75)
At 31.12.2007 446,656 3,222,229 2,469,106 1,679,538 100,879 7,918,408
Carrying amountAt 31.12.2007 4,044,494 2,411,699 1,319,331 1,883,498 208,746 9,867,768
(i) The long term leasehold buildings of the Group with carrying amount of RM3,954,671 (2007: RM4,044,494)
have been pledged to licensed banks as security for credit facilities granted to the Company and certain
subsidiary companies.
The remaining period of the long term leasehold buildings ranges from 86 to 87 (2007: 87 to 88) years.
(ii) Included in the property, plant and equipment of the Group are motor vehicles under hire purchase with
carrying amount of RM2,275,357 (2007: RM2,255,957).
(iii) The aggregate additional cost for the property, plant and equipment of the Group during the financial year
under hire purchase and cash payment are as follows:
Group2008 2007RM RM
Aggregate costs 1,264,842 1,376,833
Less: Hire purchase financing (471,000) (692,900)
Cash payment 793,842 683,933
LBS BINA GROUP BERHAD
ANNUAL REPORT 200890/91
4. Capital Work-In-Progress
Group2008 2007RM RM
At 1 January - -
Acquisition of subsidiary companies 455,368 -
Additional during the financial year 219,852 -
At 31 December 675,220 -
This is in respect of construction of club house building.
5. Land and Property Development Costs
Non-Current
Group2008 2007RM RM
Freehold land, at costAt 1 January 33,813,795 20,000,000
Addition during the financial year 9,778,013 63,956,266
Transferred to income statement - (30,142,471)
Transferred to current portion - (20,000,000)
At 31 December 43,591,808 33,813,795
Long term leasehold land, at costAt 1 January 40,366,636 38,167,728
Addition during the financial year - 5,992,785
Acquisition of subsidiary companies - 4,455,000
Transferred to income statement (1,134,520) (2,089,143)
Transferred to development costs 4,162,059 -
Transferred to current portion (361,396) (6,159,734)
At 31 December 43,032,779 40,366,636
Property development costsAt 1 January 394,209,772 393,784,770
Addition during the financial year 57,672,777 108,211,969
Acquisition of subsidiary companies - 4,002,867
Movement during the financial year (1,022,449) (2,673,562)
Transferred to current portion (57,228,490) (58,800,807)
Transferred to income statement (15,725,614) (49,866,521)
Transferred to long term leasehold land (4,162,059) -
Development costs written off (371,976) (117,816)
Exchange differences 123,809 (331,128)
At 31 December 373,495,770 394,209,772
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
5. Land and Property Development Costs (cont’d)
Non-Current (cont’d)
Group2008 2007RM RM
Less: Accumulated impairment losses
At 1 January 4,406,384 7,252,257
Transferred to income statement - (2,536,616)
Exchange differences - (309,257)
At 31 December 4,406,384 4,406,384
455,713,973 463,983,819
Current
Group2008 2007RM RM
Freehold land, at costAt 1 January 20,000,000 -
Additional during the financial year 1,119,046 -
Transferred to income statement (20,000,000) -
Transferred from non-current portion - 20,000,000
At 31 December 1,119,046 20,000,000
Long term leasehold land, at costAt 1 January 15,025,466 1,485,578
Acquisition of subsidiary companies - 7,738,304
Additional during the financial year 6,154,441 -
Transferred from non-current portion 361,396 6,159,734
Transferred to income statement (2,868,044) (358,150)
Transferred to inventories (68,973) -
At 31 December 18,604,286 15,025,466
Property development costsAt 1 January 460,781,886 609,737,564
Acquisition of subsidiary companies - 29,263,211
Addition during the financial year 43,943,495 128,333,456
Transferred from non-current portion 57,228,490 58,800,807
Transferred to inventories (17,147,998) (4,505,692)
Transferred to income statement (364,911,151) (360,847,460)
At 31 December 179,894,722 460,781,886
LBS BINA GROUP BERHAD
ANNUAL REPORT 200892/93
5. Land and Property Development Costs (cont’d)
Current (cont’d)
Group2008 2007RM RM
Less: Costs recognised in the income statement
At 1 January 279,217,979 472,211,909
Acquisition of subsidiary companies - 13,151,192
Recognised during the financial year 206,014,050 155,060,488
485,232,029 640,423,589
Less: Portion related to completed projects (387,779,195) (361,205,610)
97,452,834 279,217,979
102,165,220 216,589,373
(a) Certain parcels of land are pledged to licensed banks as security for credit facilities granted to certain
subsidiary companies as disclosed in Notes 28, 29 and 34 to the financial statements.
(b) Certain subsidiary companies entered into several agreements with third parties (the landowners) to develop
their lands, solely at the cost of the subsidiary companies and based on the agreements, the landowners are
entitled to the following:
(i) certain percentage of the respective development profit;
(ii) certain percentage of the respective sales proceeds from the development;
(iii) agreed contract sum as specified in the agreement; or
(iv) certain units of completed properties erected thereon free from all encumbrances as the case may be.
(c) Certain subsidiary companies entered into several joint venture agreements with its subsidiary companies
(the landowners) to develop several lands, solely at the cost of that subsidiary companies and based on the
agreements, the landowners are entitled to the following:
(i) certain units of completed properties erected thereon free from all encumbrances or certain percentage
of the gross sales value received from the development; or
(ii) certain percentage of the respective development profit.
(d) Certain subsidiary companies entered into several agreements with third parties and a related party (the
developers) to develop several lands, solely at the cost of the developers and based on the agreements, the
subsidiary companies are entitled to the following:
(i) agreed contract sum as specified in the agreement; or
(ii) certain units of completed properties erected thereon free from all encumbrances as the case may be.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
5. Land and Property Development Costs (cont’d)
(e) On 15 November 2006, a subsidiary company, namely Maju Kepunyaan Sdn Bhd (“MKSB”) had entered into
a development agreement to develop a freehold land. MKSB is entitled to certain intermediate units of shop
lots (MKSB’s entitlement) and a sum of RM16,000,000.
On 28 April 2008, MKSB has entered into a Sales and Purchase Agreement to dispose of the MKSB’s
entitlement of RM24,000,000. Consequently, all the land and property development costs have been
transferred to income statement.
(f) Included in the property development costs for the financial year are the following expenses:
Group2008 2007
Note RM RM
Finance costs 37 7,980,212 11,450,909
Depreciation of property, plant and equipment 3 11,045 21,236
Company’s Directors
- salaries and other emoluments 1,079,954 766,207
- EPF 111,840 116,480
Other Directors
- fee - 72,000
- salaries and other emoluments - 202,187
- EPF - 29,954
Rental of premises 24,000 43,800
Staff costs 42 1,413,561 2,106,395
Hire of motor vehicles 14,256 14,256
6. Investment Properties
Group2008 2007RM RM
CostAt 1 January 12,550,463 5,536,722
Addition during the financial year - 7,383,500
Disposals (6,297,600) (369,759)
At 31 December 6,252,863 12,550,463
Accumulated depreciationAt 1 January 599,698 421,168
Charge for the financial year 159,745 248,437
Disposals (164,767) (69,907)
At 31 December 594,676 599,698
LBS BINA GROUP BERHAD
ANNUAL REPORT 200894/95
6. Investment Properties (cont’d)
Group2008 2007RM RM
Accumulated impairment lossAt 1 January 7,300 -
Addition during the financial year 7,300 7,300
At 31 December 14,600 7,300
Carrying amount 5,643,587 11,943,465
Fair value 8,314,900 14,350,500
Investment properties with carrying amount of RM5,643,587 (2007: RM10,302,681) have been pledged to licensed
banks as security for credit facilities granted to the subsidiary companies as disclosed in Notes 29 and 34 to the
financial statements.
The remaining lease period of the investment properties ranges from 83 to 91 (2007: 84 to 92) years.
7. Prepaid Lease Payments
Group2008 2007RM RM
CostAt 1 January
- as previously stated 548,800 -
- effect of adopting FRS 117 - 548,800
- as restated 548,800 548,800
Acquisition on subsidiary companies 163,606,465 -
Translation adjustment 2,479,475 -
At 31 December 166,634,740 548,800
Accumulated amortisationAt 1 January 5,600 -
Amortisation during the financial year 2,211,481 5,600
Translation adjustment 133,474 -
At 31 December 2,350,555 5,600
Carrying amount 164,284,185 543,200
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
7. Prepaid Lease Payments (cont’d)
The above have include a leasehold land with carrying amount of RM537,485 (2007: RM543,200), which have been
pledged to licensed banks as security for credit facilities granted to a subsidiary company as disclosed in Note 29
to the financial statements.
The other leasehold land with carrying amount of RM163,746,700 (2007: Nil) is situated on Mainland China and
held under medium lease term.
The remaining periods of the lease term are range from 35 to 87 years (2007: 88 years).
8. Investment in Subsidiary Companies
(a) Investment in subsidiary companies
Company2008 2007RM RM
Unquoted shares, at cost
In Malaysia 198,218,395 198,218,395
Outside Malaysia 351 191
198,218,746 198,218,586
Details of the subsidiary companies are set out in Note 52 to the financial statements.
(b) Acquisition of subsidiary companies
The effect of the acquisition on the financial results of the Group during the financial year is as follows:
Group2008 2007RM RM
Revenue 12,606,527 93,865,235
Cost of sales (487,998) (71,576,674)
Gross profit 12,118,529 22,288,561
Other operating income 106,558,189 2,174,701
Administration expenses (16,451,189) (102,016)
Finance costs - (181,039)
Profit before taxation 102,225,529 24,180,207
Taxation 440,117 (8,063,741)
Profit for the financial year 102,665,646 16,116,466
If the acquisition had occurred on 1 January 2008, the contribution to the Group’s revenue and loss
(2007: profit) for the financial year would have been RM24,140,441 (2007: RM97,602,517) and RM1,671,352
(2007: RM15,134,844) respectively.
LBS BINA GROUP BERHAD
ANNUAL REPORT 200896/97
8. Investment in Subsidiary Companies (cont’d)
(b) Acquisition of subsidiary companies (cont’d)
The assets and liabilities arising from the acquisition are as follows:
Group2008 2007RM RM
Property, plant and equipment 82,260,565 18,940
Capital work-in-progress 455,368 -
Land and property development costs 163,606,465 33,845,975
Inventories - 6,248,032
Trade and other receivables 3,327,410 27,918,626
Cash and bank balances 9,791,844 8,231,316
Fixed deposits with licensed banks - 553,016
259,441,652 76,815,905
Non-current asset held for sale - 2,700,000
259,441,652 79,515,905
Trade and other payables (34,557,968) (55,293,449)
Tax payable - (1,273,151)
Loan payable (14,290,413) -
Deferred tax liabilities (40,992,996) (5,286,402)
(89,841,377) (61,853,002)
Net assets 169,600,275 17,662,903
Less: Minority shareholders’ interests (63,470,609) (7,283,842)
Group’s share of net assets 106,129,666 10,379,061
Goodwill on consolidation 29,728 43,583,190
Reserve on consolidation (106,017,230) (1,090,471)
Total cost of acquisition, discharged by cash 142,164 52,871,780
The cash outflow arising from the acquisition is as follows:
Group2008 2007RM RM
Purchase consideration satisfied by cash 142,164 52,871,780
Less: Cash and cash equivalents of
subsidiary companies acquired (9,791,844) (8,231,316)
Investment in associated companies - (6,994,280)
Net cash (inflow)/outflow of the Group (9,649,680) 37,646,184
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
9. Investment in Associated Companies
Group2008 2007RM RM
Unquoted shares in Malaysia, at cost 3,360,030 3,360,030
Share of post acquisition reserves (896,306) (894,421)
2,463,724 2,465,609
Details of the associated companies are set out in Note 53 to the financial statements.
The summarised financial information of the associated companies is as follows:
Group2008 2007RM RM
Assets and liabilitiesNon-current assets 86,942 88,240
Current assets 690,567 780,496
Total assets 777,509 868,736
Current liabilities 290,859 311,591
Total liabilities 290,859 311,591
486,650 557,145
ResultsRevenue - -
Net loss for the financial year (70,545) (55,176)
The unrecognised share of losses of the associated companies is as follows:
Group2008 2007RM RM
At 1 January 31,935 16,632
Addition during the financial year 18,297 15,303
At 31 December 50,232 31,935
LBS BINA GROUP BERHAD
ANNUAL REPORT 200898/99
9. Investment in Associated Companies (cont’d)
The goodwill included within the Group’s carrying amount of investment in associated companies is as follows:
Group2008 2007RM RM
CostAt 1 January/31 December 2,261,151 2,261,151
10. Other Receivables
Group Company2008 2007 2008 2007
Note RM RM RM RM
Non-currentOther receivables 24,946,740 36,430,680 - -
CurrentOther receivables
- Third parties 143,007,694 120,496,620 5,752 5,752
- Related parties 43 434,159 1,236,794 - -
Less: Allowance for doubtful debts
- Third parties (61,509,726) (49,353,898) - -
81,932,127 72,379,516 5,752 5,752
Deposits 5,141,722 15,092,117 4,500 4,500
Prepayments 21,872 696,988 - 462,844
87,095,721 88,168,621 10,252 473,096
The non-current other receivables represents unsecured interest free advances to former subsidiary companies of
a subsidiary company. The subsidiary company has an option exercisable before 2046 to purchase back such
former subsidiary companies for a nominal consideration.
Included in allowance for doubtful debts is an amount of RM49,024,488 (2007: RM46,688,776) provided for
advances given to former subsidiary companies.
Included in current other receivables of the Group is an amount of RM4,773,682 (2007: RM5,131,745) provided for
settlement with the purchasers of a development project of a subsidiary company in accordance with the Workout
Proposals of Instangreen Corporation Sdn. Bhd. (“ICSB”).
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
11. Other Investments
Group2008 2007RM RM
CostUnquoted shares in Malaysia 23,000 23,000
Transferable corporate club membership 1,230,500 1,230,500
1,253,500 1,253,500
12. Goodwill on Consolidation
Group2008 2007RM RM
CostAt 1 January 91,543,985 47,464,037
Addition during the financial year 29,728 45,120,275
Exchange differences 166,320 (153,447)
Impairment loss recognised in income statement (500,782) (886,880)
At 31 December 91,239,251 91,543,985
(a) Impairment test for goodwill on consolidation
Goodwill on consolidation has been allocated to Group’s cash-generating units (“CGUs”) identified according
to country of operations and business segments as follows:
People’sRepublic
Malaysia of China TotalGroup RM RM RM
2008Property development 74,810,874 16,428,377 91,239,251
2007Property development 75,281,928 16,262,057 91,543,985
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008100/101
12. Goodwill on Consolidation (cont’d)
(b) Key assumptions used to determine the recoverable amount
The recoverable amount of a CGU is determined based on value-in-use calculations using cash flow
projections based on financial budgets approved by the Directors covering a five-year period. The key
assumptions used for value-inuse calculations are:
Propertydevelopment
%
Malaysia
Gross margin 33
Growth rate N/A
Pre-tax discount rate 10
People’s Republic of China
Gross margin 30
Growth rate N/A
Pre-tax discount rate 15
The key assumptions that the Directors have used in the cash flow projections to undertake impairment testing
are as follows:
(i) Gross margin - Budgeted value based on the average margins achieved in the year immediately before
the budgeted year, increased for expected efficiency improvements and market development.
(ii) Growth rate - Not applicable as the cash flow projections made is for a period of 5 years, in accordance
with the expected lifecycle of the CGU.
(iii) Pre-tax discount rate - Rate that reflect specific risks relating to the relevant CGU.
(c) Impairment loss recognised during the financial year
The Group recognised an impairment loss of RM500,782 (2007: RM886,880) during the financial year in
respect of the goodwill arising on consolidation. The goodwill relates to certain subsidiary companies which
mainly undertake development projects which are expected to be completed within the next 5 years. As no
further development activities or other significant revenue generating activities is expected from the subsidiary
companies, the related goodwill has been impaired accordingly. The recoverable amount was based on value-
in-use and was determined at the CGU which is the Group’s development project. In determining value-in-use
for the CGU, the cash flows were discounted at a rate of 10% on a pre-tax basis. The impairment loss is
included in “Operating Expenses” as disclosed in Note 38 to the financial statements.
13. Properties Held for Sale
Group2008 2007RM RM
At cost 1,091,593 1,091,593
The titles of the above properties are in the process of being registered in the name of the subsidiary company.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
14. Inventories
Group2008 2007RM RM
Unsold units of completed properties 35,673,578 31,731,574
15. Trade Receivables
Group2008 2007
Note RM RM
Trade receivables
- Third parties 157,586,926 189,947,082
- Related parties 43 3,455,674 5,464,827
161,042,600 195,411,909
Less : Allowance for doubtful debts
- Third parties (3,802,892) (2,134,210)
157,239,708 193,277,699
Accrued billings in respect of property
development costs 7,623,342 16,052,398
Amount owing by customers on contracts 16 1,116,304 2,336,952
165,979,354 211,667,049
The Group’s normal trade credit terms ranges from 14 to 90 days (2007: 14 to 90 days). Other credit terms are
assessed and approved on a case by case basis.
16. Amount Owing by/(to) Customers on Contracts
Group2008 2007
Note RM RM
Aggregate cost incurred to date 44,585,691 4,713,377
Add: Attributable profits 2,412,979 33,855
Less: Allowance for foreseeable loss (242,522) -
46,756,148 4,747,232
Less : Progress billings (46,398,617) (2,510,392)
357,531 2,236,840
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008102/103
16. Amount Owing by/(to) Customers on Contracts (cont’d)
Group2008 2007
Note RM RM
Represented by:
Amount owing by customers on contracts 15 1,116,304 2,336,952
Amount owing to customers on contracts 30 (758,773) (100,112)
357,531 2,236,840
Retention sum included in the progress billings 1,176,271 -
17. Amount Owing by/(to) Subsidiary Companies
(a) Amount owing by subsidiary companies
This represents unsecured advances with no fixed term of repayment which bears interest at rates ranging
from 4.40% to 7.50% (2007: 4.00% to 7.22%) per annum.
(b) Amount owing to subsidiary companies
This represents unsecured interest free advances with no fixed term of repayment.
18. Amount Owing by Associated Companies
This represents trade transactions with no fixed term of repayment.
19. Fixed Deposits with Licensed Banks
Included in the fixed deposits of the Group and of the Company is an amount of RM14,855,630 and RM1,832,396
(2007: RM14,135,426 and RM2,891,402) respectively pledged to licensed banks as security for banking facilities
granted to the Company and certain subsidiary companies as disclosed in Note 29 to the financial statements.
The interest rates and maturities of deposits range from 2.55% to 3.0% per annum and 1 to 365 days (2007: 2.2%
to 3.7% and 1 to 365 days) respectively.
20. Cash Held under Housing Development Accounts
Cash held under the Housing Development Accounts represents monies received from purchasers of residential
properties less payments or withdrawals in accordance with the Housing Development (Controls and Licensing)
Act, 1966.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
21. Debts Service Reserve Accounts
Under the Trust Deed dated 28 December 2005 and 27 February 2006 in respect of the issuance of the RM65
million Secured Serial Bonds (“Bonds”) and up to RM100 million Commercial Papers (“CPs”) respectively, an
amount sufficient to pay the coupon payment on the principal amount of the Bonds and outstanding CPs due in
the next coupon payment date is required to be placed in Debt Service Reserve Accounts (DSRA). Amount in DSRA
is only permitted to be utilised for the following purposes:
(a) payment of coupon/interest due under the Bonds and CPs. Any amount withdrawn for the purpose of
coupon/interest payment shall be topped-up by the Company within seven (7) days from the date of the
withdrawal; and
(b) investment in fixed deposits with licensed banks and/or approved licensed banks. The maturity profile of any
investment of this nature shall not exceed the maturity profile of the coupon due under the Bonds and CPs
and may be liquidated for the purpose of item (a) above.
22. Cash and Bank Balances
Included in cash and bank balances of the Group are Sinking Fund Account and Cash Collateral Account
amounting to RM262,243 (2007: RM7,783,269) opened in accordance with the terms and conditions set out in
Trust Deed dated 28 December 2005 and 27 February 2006 as disclosed in Notes 28 and 35 respectively to meet
the redemption of maturing Secured Serial Bonds and Commercial Papers.
23. Non-current Asset held for Sale
Group2008 2007RM RM
At 1 January 4,117,800 -
Reclassified from investment in associated company - 4,117,800
Less: Disposals (1) -
Less: Impairment loss (4,117,798) -
At 31 December 1 4,117,800
On 19 March 2008, the Board of Directors has approved the decision to dispose of its investment in Jasa Vista
Sdn. Bhd. (“JVSB”). The disposal is consistent with the Group’s long term strategy to maximise growth and
profitability and to dispose of the investment which has been under performing.
The Group recognised an impairment loss of RM4,117,798 (2007: RMNil) during the financial year in respect of the
non-current asset held for sale. The impairment loss is included in “Operating Expenses” as disclosed in Note 38
to the financial statements.
During the financial year, 30% of the shareholdings in JVSB have been disposed.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008104/105
24. Share Capital
Company2008 2007RM RM
Ordinary shares of RM1.00 each
AuthorisedAt 1 January 500,000,000 500,000,000
Issued during the financial year 500,000,000 -
At 31 December 1,000,000,000 500,000,000
Issued and fully paidAt 1 January 385,191,792 384,239,291
Issued during the financial year 1,019,765 952,501
At 31 December 386,211,557 385,191,792
During the financial year, the Company increased its:
(a) authorised ordinary share capital from RM500,000,000 to RM1,000,000,000 by creation of 500,000,000
ordinary shares of RM1.00 each at par; and
(b) issued and paid-up ordinary share capital from RM385,191,792 to RM386,211,557 by issuance of 1,019,765
new ordinary shares of RM1.00 each pursuant to the conversion of Irredeemable Convertible Unsecured Loan
Stocks 2003/2008 (“ICULS C”) at the conversion price of RM1.00 each.
All new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary
shares of the Company.
25. Share Premium
Group/Company2008 2007RM RM
At 1 January/31 December 16,945,016 16,945,016
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
26. 4% Irredeemable Convertible Unsecured Loan Stocks
Group/Company2008 2007RM RM
Quoted debenturesEquity instrument
Nominal value
4% Irredeemable Convertible Unsecured
Loan Stocks (Class C) 2003/2008 (Note b) - 982,683
4% Irredeemable Convertible Unsecured
Loan Stocks (Class D) 2004/2009 (Note b) 328,600 317,327
328,600 1,300,010
Liability instrument
Nominal value
4% Irredeemable Convertible Unsecured
Loan Stocks (Class C) 2003/2008 (Note b) - 37,082
4% Irredeemable Convertible Unsecured
Loan Stocks (Class D) 2004/2009 (Note b) 12,400 23,673
12,400 60,755
Analysed as:
Repayable within twelve months - 37,082
Repayable after twelve months 12,400 23,673
12,400 60,755
(a) The Company, under a Trust Deed dated 13 December 2001, issued RM38,154,000 nominal value of 4%
Irredeemable Convertible Unsecured Loan Stocks (Class A) 2001/2006 (“ICULS A”) for the settlement of debts
owing by Instangreen Corporation Sdn. Bhd. (“ICSB”), a former subsidiary company, to scheme creditors
pursuant to the Workout Proposals of ICSB.
(b) The Company, under a Trust Deed dated 13 December 2001, issued RM1,453,000 nominal value of 4%
Irredeemable Convertible Unsecured Loan Stocks (Class B) 2002/2007 (“ICULS B”), RM1,474,000 nominal
value of 4% Irredeemable Convertible Unsecured Loan Stocks (Class C) 2003/2008 (“ICULS C”) and
RM403,000 nominal value of 4% Irredeemable Convertible Unsecured Loan Stocks (Class D) 2004/2009
(“ICULS D”), being the interest payment of ICULS A in accordance with the terms stipulated in the following
Note (c)(ii) below.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008106/107
26. 4% Irredeemable Convertible Unsecured Loan Stocks (cont’d)
(c) The salient features of the ICULS A, ICULS B, ICULS C and ICULS D are as follows:-
(i) The ICULS C and ICULS D are in multiples of RM1,000;
(ii) The ICULS C and ICULS D bear interest at 4% per annum payable in arrears on each anniversary date of
issuance of ICULS A, ICULS B, ICULS C and ICULS D.
(iii) The ICULS C and ICULS D are convertible into new ordinary shares on the basis of one new ordinary
share of RM1 each for every RM1 nominal value of ICULS A, ICULS B, ICULS C and ICULS D held from
the first day of the 25th month from and including the date of issue to the maturity date;
(iv) All new ordinary shares issued upon conversion of the ICULS C and ICULS D will rank pari passu with the
then existing ordinary shares of the Company in all respects except that they shall not be entitled to any
dividends, rights, allotments and/or other distributions, the entitlement date of which precede the relevant
conversion date of ICULS C and ICULS D; and
(v) The tenure of ICULS C and ICULS D is for a period of 5 years from the date of issue.
The equity component of ICULS C and ICULS D was classified as part of equity in accordance with the provisions
of FRS 132, Financial Instruments: Disclosure and Presentation. Accordingly, the distribution to the holders of the
ICULS C and ICULS D is disclosed as a distribution of equity.
27. Other Reserves
Non-distributable Foreign
Revaluation exchange ESOS Warrantreserve reserve reserve reserve Total
RM RM RM RM RM
GroupAt 1 January 2008 1,731,100 8,713,512 111,915 - 10,556,527
Share-based payment - - 102,585 - 102,585
Issue of Warrants - - - 14,974,977 14,974,977
Foreign exchange
differences, representing
gains not recognised
in income statement - 8,096,734 - - 8,096,734
Realisation of subsidiary
company’s reserve (1,239,814) - - - (1,239,814)
At 31 December 2008 491,286 16,810,246 214,500 14,974,977 32,491,009
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
27. Other Reserves (cont’d)
Non-distributable Foreign
Revaluation exchange ESOS Warrantreserve reserve reserve reserve Total
RM RM RM RM RM
GroupAt 1 January 2007 1,744,647 2,822,955 76,250 - 4,643,852
Share-based payment - - 35,665 - 35,665
Foreign exchange
differences, representing
net gains not recognised
in income statement - 5,890,557 - - 5,890,557
Realisation of subsidiary
company’s reserve (13,547) - - - (13,547)
At 31 December 2007 1,731,100 8,713,512 111,915 - 10,556,527
CompanyAt 1 January 2008 - - 111,915 - 111,915
Share-based payment - - 102,585 - 102,585
Issue of Warrants - - - 14,974,977 14,974,977
At 31 December 2008 - - 214,500 14,974,977 15,189,477
At 1 January 2007 - - 76,250 - 76,250
Share-based payment - - 35,665 - 35,665
At 31 December 2007 - - 111,915 - 111,915
On 30 April 2008, the Company executed a Deed Poll constituting the Warrants and the issue price and exercise
price of the Warrants have been fixed at RM0.10 and RM1.00 each respectively.
On 12 June 2008, the Company issued renounceable rights issue of 154,076,578 Warrants on the basis of two (2)
new Warrants for every five (5) existing ordinary shares of RM1.00 each.
The Warrants may be exercised at any time commencing on the date of issue of Warrants on 12 June 2008 but not
later than 11 June 2018. Any Warrants which have not been exercised at date of maturity will lapse and cease to
be valid for any purpose.
The new ordinary shares allotted and issued upon exercise of the Warrants shall rank pari passu in all respects with
the then existing ordinary shares of the Company, save and except that they shall not be entitled to any dividends,
rights, allotments and/or other distributions, the entitlement date of which is prior to the date of allotment of the
new ordinary shares arising from exercise of the Warrants.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008108/109
28. Secured Serial Bonds
Group/Company2008 2007RM RM
SecuredNominal value
6.75% Secured Serial Bonds 2006/2009 10,000,000 10,000,000
7.15% Secured Serial Bonds 2006/2010 20,000,000 20,000,000
7.50% Secured Serial Bonds 2006/2011 20,000,000 20,000,000
50,000,000 50,000,000
Analysed as:
Repayable within twelve months 10,000,000 -
Repayable after twelve months 40,000,000 50,000,000
50,000,000 50,000,000
The Company, under a Trust Deed dated 28 December 2005, issued the above Secured Serial Bonds (Bonds) and
the main features of the Bonds are as follows:
(a) The Bonds are in multiples of RM1,000,000;
(b) The three (3) series of bonds bear coupon rate as follows:
2006/2009 Bonds (Tranche 2) - 6.75% per annum
2006/2010 Bonds (Tranche 3) - 7.15% per annum
2006/2011 Bonds (Tranche 4) - 7.50% per annum
Coupon payment of the Bonds shall be payable semi-annually. The first interest payment falls on a date
which is six (6) months from the Issue Date and subsequent coupon payment date falling every consecutive
six (6) months thereafter. The last coupon payment shall coincide with the maturity date or due date for the
repayment of each series issued;
(c) The Bonds shall, unless previously redeemed, purchased or cancelled, be redeemed at their principal amount
upon maturity date of each series issued; and
(d) The tenure of the Bonds is for a period of 1 to 5 years from the date of issue.
The Bonds are secured against the following:
(a) First legal charge on certain subsidiary companies’ land banks included in land and property development
costs; and
(b) Assignment over the Cash Collateral Account (“CCA”) and the Bonds DSRA.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
29. Bank Borrowings
Group2008 2007RM RM
SecuredFloating rates:
Bridging loans 10,890,266 4,469,648
Flexi loans 1,514,859 7,576,881
Term loans 147,784,156 170,723,048
Revolving credits 40,027,912 1,349,160
Fixed rates:
Al Tarkhis - 4,782,535
Al Bai Bithaman Ajil - 4,889,092
Total borrowings 200,217,193 193,790,364
Analysed as:
Repayable within twelve monthsFloating rates:
Bridging loans 967,826 3,943,449
Flexi loans 1,514,859 4,540,223
Term loans 56,964,014 47,629,997
Revolving credits 8,812,098 674,160
Fixed rates:
Al Tarkhis - 4,782,535
Al Bai Bithaman Ajil - 4,889,092
68,258,797 66,459,456
Repayable after twelve monthsFloating rates:
Bridging loans 9,922,440 526,199
Flexi loans - 3,036,658
Term loans 90,820,142 123,093,051
Revolving credits 31,215,814 675,000
131,958,396 127,330,908
200,217,193 193,790,364
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008110/111
29. Bank Borrowings (cont’d)
Company2008 2007RM RM
SecuredFloating rates:
Revolving credits 29,999,904 -
Analysed as:
Repayable after twelve monthsFloating rates:
Revolving credits 29,999,904 -
The credit facilities of the Group obtained from licensed banks are secured on the following:
(a) fixed charge on certain subsidiary companies’ land banks included in land held for property development and
property development costs;
(b) fixed charge on certain parcel of land belonging to third parties;
(c) fixed charge on a subsidiary company’s investment properties;
(d) fixed charge on certain subsidiary companies’ long term leasehold land and buildings;
(e) fixed charge on certain subsidiary companies’ inventories;
(f) first charge over certain quoted shares of a company in which certain Directors of the Company has
substantial financial interest;
(g) assignment of a subsidiary company’s sales proceeds and balances in a Housing Development Accounts;
(h) fixed and floating charge over certain subsidiary companies’ present and future assets of;
(i) joint and several guarantee of certain Directors of the Company and certain subsidiary companies; and
(j) a pledge of certain subsidiary companies’ fixed deposits.
The credit facility of the Company obtained from a licensed bank is secured by way of a fixed charge over a third
party’s landed properties.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
29. Bank Borrowings (cont’d)
Maturity of borrowings is as follows:
Group Company2008 2007 2008RM RM RM
Within one year 68,258,797 66,459,456 -Between one and two years 48,442,656 50,123,652 -
Between two and three years 28,013,154 46,469,958 -Between three and four years 35,421,742 15,555,414 19,199,904Between four and five years 20,080,844 8,386,952 10,800,000After five years - 6,794,932 -
200,217,193 193,790,364 29,999,904
Range of interest rates during the financial year is as follows:
Group Company2008 2007 2008
% % %
Bridging loans 8.25 - 9.25 8.2 - 8.5 -Flexi loans 8.7 8.7 -Term loans 5.75 - 8.8 5.7 - 8.8 -Revolving credit 8.00 - 8.7 8.2 - 8.7 8.00Al Tarkhis 8.7 8.7 -Al Bai Bithaman Ajil 6.0 5.97 - 6.0 -
During the financial year, bank borrowing of certain subsidiary companies was fully settled and it is in the process
of discharge of charge.
30. Trade Payables
Group2008 2007
Note RM RM
CurrentTrade payables
- Third parties 42,376,421 93,480,825
- Related parties 43 24,212,236 12,560,660
66,588,657 106,041,485
Progress billings in respect of property development costs 22,792,791 48,403,629
Amount owing to customers on contracts 16 758,773 100,112
Total Current 90,140,221 154,545,226
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008112/113
30. Trade Payables (cont’d)
Group2008 2007RM RM
Non-current
Trade payable
- Third party 19,340,000 20,420,000
Total Non-Current 19,340,000 20,420,000
Total Trade Payable 109,480,221 174,965,226
The non-current trade payable represents consideration payable to landowner for the development project and is
repayable by 15 December 2015.
The normal trade credit term granted to the Group ranges from 30 to 90 days (2007: 30 to 90 days).
31. Other Payables
Group Company2008 2007 2008 2007
Note RM RM RM RM
CurrentOther payables
- Third parties 117,844,737 75,211,037 6,322 6,052
- Related parties 43 9,409,831 5,483,643 167,392 167,392
127,254,568 80,694,680 173,714 173,444
Amount payable for acquisition of :
- subsidiary companies 19,383,633 37,678,557 - -
- associated companies - 150,000 - -
Amount payable to landowners 4,166,582 6,962,293 - -
Accruals 7,804,505 6,746,607 1,684,125 1,744,438
Deposits 9,340,328 23,713,259 - -
167,949,616 155,945,396 1,857,839 1,917,882
Non-currentOther payables
- Third parties 63,603,856 68,140,500 - -
Amount payable for acquisition
of subsidiary companies 7,103,136 16,728,445 - -
70,706,992 84,868,945 - -
Total Other Payable 238,656,608 240,814,341 1,857,839 1,917,882
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
31. Other Payables (cont’d)
The non-current other payables represents the remaining consideration for the purchase of freehold land
by a subsidiary company and is repayable by 26 July 2010. Under the terms of purchase, RM34,078,000
(2007: RM34,078,000) is secured by a banker’s guarantee granted from a licensed bank.
32. Hire Purchase Payables
Group2008 2007RM RM
(a) Future minimum payments
Payable within one year 608,789 617,646
Payable between one and five years 1,219,448 1,421,713
Payable after five years 88,338 110,634
1,916,575 2,149,993
Less : Future finance charges (152,442) (196,530)
1,764,133 1,953,463
(b) Present value of hire purchase liabilities
Repayable within one year 576,192 538,350
Repayable between one and five years 1,103,923 1,311,887
Repayable after five years 84,018 103,226
1,764,133 1,953,463
Analysed as:
Repayable within twelve months 576,192 538,350
Repayable after twelve months 1,187,941 1,415,113
1,764,133 1,953,463
Interest is charged at rates ranging from 2.37% to 5.00% (2007: 2.37% to 5.00%) per annum.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008114/115
33. Deferred Tax Liabilities
Group2008 2007RM RM
At 1 January 62,792,268 65,691,956
Recognised in income statement (15,424,084) (4,914,147)
Reduction in tax rate (2,434,247) (3,112,305)
Over provision in prior year - (159,638)
Translation adjustment 589,000 -
Acquisition of a subsidiary company 40,992,996 5,286,402
At 31 December 86,515,933 62,792,268
The components and movements of deferred tax liabilities of the Group prior to offsetting are as follows:
Deferred tax liabilities of the Group:
Accelerated Revaluation ofcapital land under Fair value
allowances development adjustment TotalRM RM RM RM
At 1 January 2008 - 10,056,609 52,735,659 62,792,268
Recognised in income statement (440,121) (8,694,626) (6,289,337) (15,424,084)
Reduction in tax rate - (52,384) (2,381,863) (2,434,247)
Translation adjustment 589,000 - - 589,000
Acquisition of a subsidiary company 40,992,996 - - 40,992,996
At 31 December 2008 41,141,875 1,309,599 44,064,459 86,515,933
Accelerated Revaluation ofcapital land under Fair value
allowances development adjustment TotalRM RM RM RM
At 1 January 2007 59,054 5,157,000 60,475,902 65,691,956
Recognised in income statement 100,584 - (5,014,731) (4,914,147)
Over provision in prior year (159,638) - - (159,638)
Reduction in tax rate - (386,793) (2,725,512) (3,112,305)
Acquisition of a subsidiary company - 5,286,402 - 5,286,402
At 31 December 2007 - 10,056,609 52,735,659 62,792,268
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
33. Deferred Tax Liabilities (cont’d)
Deferred tax assets have not been recognised in respect of the following temporary differences:
Group2008 2007RM RM
Unused tax losses 24,168,957 10,623,000
Unabsorbed capital allowances 4,027,655 2,219,000
Deductible temporary differences 2,998,700 7,950,000
Accelerated capital allowances (151,353) (1,374,000)
31,043,959 19,418,000
The unused tax losses and unabsorbed capital allowance of RM24,169,000 (2007: RM10,623,000) and
RM4,027,700 (2007: RM2,219,000) respectively are available indefinitely for offset against future taxable profits of
the companies in which those items arose.
34. Bank Overdrafts
Group Company2008 2007 2008 2007RM RM RM RM
SecuredRepayable within twelve months 27,173,900 30,952,540 12,808,785 12,753,832
The bank overdrafts obtained from licensed banks are secured on the following:
(a) fixed charge on certain subsidiary companies’ long term leasehold buildings;
(b) fixed charge on certain subsidiary companies’ investment properties;
(c) fixed charge on certain subsidiary companies’ land banks included in land and property development costs;
(d) third party first legal charge over certain individual titles under development;
(e) assignment of sales proceeds and balances in a Housing Development Accounts of a third party;
(f) fixed charge on certain subsidiary companies’ inventories; and
(g) joint and several guarantee of certain Directors of the Company and certain subsidiary companies.
Interest is charged at rates ranging from 7.00% to 9.00% (2007: 7.00% to 10.25%) per annum.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008116/117
35. Commercial Papers
Group/Company2008 2007RM RM
SecuredNominal value
4.50% Commercial Papers - 3,000,000
4.40% Commercial Papers - 12,000,000
4.40% Commercial Papers - 4,000,000
4.40% Commercial Papers - 8,000,000
4.40% Commercial Papers - 18,000,000
6.55% Commercial Papers - 1,000,000
4.35% Commercial Papers - 4,000,000
4.45% Commercial Papers - 3,000,000
4.50% Commercial Papers - 2,000,000
5.00% Commercial - 2,000,000
- 57,000,000
Analysed as:
Repayable within twelve months - 57,000,000
During the financial year, the Company under a Trust deed dated 27 February 2006, issued RM44,000,000 nominal
value of Commercial Papers ("CPs"). The proceeds from CPs was utilised to part finance the development and
construction cost in relation to the projects undertaken or constructed by its subsidiary companies and also to
refinance the CPs which have been matured.
The CPs had been settled during the financial year.
36. Revenue
Group Company2008 2007 2008 2007RM RM RM RM
Property development 222,420,332 272,514,719 - -
Construction contracts 15,478,971 4,747,232 - -
Trading and others 8,922,730 3,817,169 - -
Dividend from subsidiary company - - 1,150,000 9,600,000
Golf courses and club house 12,606,629 - - -
Management fee from:-
- subsidiary company - - 120,000 120,000
- third parties 1,614,428 - - -
Others 211,001 219,288 - -
261,254,091 281,298,408 1,270,000 9,720,000
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
37. Finance Costs
Group Company2008 2007 2008 2007
Note RM RM RM RM
Interest expenses on:
Al Bai Bithaman Ajil 238,995 1,490,053 - -
Al Tarkhis 130,365 698,191 - -
Term loans 13,848,893 10,976,380 - -
Bank overdrafts 1,922,583 2,747,196 1,025,594 1,026,119
Bridging loans 248,456 1,058,588 - -
Revolving credits 1,536,941 755,692 1,006,177 -
Hire purchase 92,862 93,895 - -
Secured Serial Bonds 3,636,338 3,610,219 3,636,338 3,610,219
Commercial Papers 1,434,324 2,673,539 1,434,324 2,673,539
RCB - 74,385 - 74,385
ICULS 41,296 29,781 41,296 29,781
Others 106,167 164,212 - -
23,237,220 24,372,131 7,143,729 7,414,043
Less:
Interest capitalised in property
development costs 5 (7,980,212) (11,450,909) - -
15,257,008 12,921,222 7,143,729 7,414,043
38. Profit before Taxation
Profit before taxation is derived after charging/(crediting):
Group Company2008 2007 2008 2007RM RM RM RM
Auditors’ remuneration
- statutory 206,474 195,423 33,000 33,000
- others 300 21,400 - 17,000
- (over)/under provision in prior year (11,700) 5,000 - 3,000
Allowance for doubtful debts 12,793,392 1,902,128 - -
Allowance for foreseeable loss 242,522 1,781,390 - -
Amortisation of prepaid lease payments 2,211,481 5,600 - -
Bad debt written off 249,213 - - -
Company’s Directors
- fee 300,000 539,971 216,000 216,000
- salaries and other emoluments 2,491,053 3,058,301 425,000 429,100
- EPF 385,617 383,756 - -
- benefit-in-kind 248,483 236,114 - -
Deposit written off - 29,000 - -
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008118/119
38. Profit before Taxation (cont’d)
Group Company2008 2007 2008 2007RM RM RM RM
Depreciation of :
- property, plant and equipment 6,227,373 1,478,477 - -
- investment properties 159,745 248,437 - -
Impairment of goodwill arising
on consolidation 500,782 886,880 - -
Impairment loss on investment property 7,300 7,300 - -
Impairment loss on non-current assets
held for sale 4,117,798 - - -
Loss/(Gain) on disposal of
investment properties 241,033 (165,148) - -
Loss/(Gain) on disposal of property,
plant and equipment 64,248 (55,253) - -
Other Directors
- fee 316,000 180,000 - -
- salaries and other emoluments 640,050 236,323 - -
- EPF 36,336 15,005 - -
Property, plant and equipment written off 203,386 317,033 - -
Rental of premises 24,800 117,360 - -
Property development costs written off 371,976 117,816 - -
Rental of office equipment 123,633 15,120 - -
Allowance for doubtful debts no
longer required (832,126) - - -
Interest income on advance to
subsidiary companies - - (4,877,189) (5,390,019)
Interest income (3,381,729) (3,837,311) (111,783) (100,321)
Reserve on consolidation (106,017,230) (1,090,471) - -
Rental income from:
- investment properties (1,031,662) (657,366) - -
- others (433,575) (429,120) - -
Unrealised (gain)/loss on foreign exchange (796,837) 4,962,097 (3,136,386) 4,351,491
Waived of debts by other payables (5,457,532) (6,777,722) - -
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
39. Taxation
Group Company2008 2007 2008 2007RM RM RM RM
Tax expense for the financial year:
Current tax provision 4,584,970 13,735,216 160,407 1,870,000
Under/(Over) provision in prior years 712,883 (1,158,714) 44,679 (471,260)
5,297,853 12,576,502 205,086 1,398,740
Deferred tax:
Relating to origination and reversal of
temporary differences (15,424,084) (4,914,147) - -
Relating to the change in tax rate (2,434,247) (3,112,305) - -
Over provision in prior year - (159,638) - -
(17,858,331) (8,186,090) - -
(12,560,478) 4,390,412 205,086 1,398,740
Current domestic income tax is calculated at the statutory tax rate of 26% (2007: 27%) of the estimated assessable
profit for the year. The domestic statutory tax rate will be reduced to 25% from the current year’s rate of 26%,
effective year of assessment 2009. The computation of deferred tax as at 31 December 2008 has reflected these
changes. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to
income tax expense at the effective income tax rate of the Group and of the Company are as follows:
Group2008 2007RM RM
Profit before taxation 10,294,311 13,779,647
Taxation at statutory tax rate of 26% (2007: 27%) 2,676,521 3,720,505
Tax incentive for small and medium scale companies
at 20% tax rate (249,461) (318,920)
Effect on different tax rates in other countries (10,206,059) 442,366
Subsidiary company domiciled in tax haven country (385,121) (1,230)
Income not subject to tax (18,424,804) (1,238,050)
Expenses not deductible for tax purposes 10,623,745 6,891,081
Deferred tax assets not recognised 12,994,867 1,333,212
Deferred tax liabilities not recognised (377) (130)
Utilisation of previous unrecognised tax losses and
capital allowances (573,672) (1,354,148)
Reversal of deferred tax liabilities not recognised 1,818 515
Reversal of deferred tax assets not recognised (7,529,801) (653,776)
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008120/121
39. Taxation (cont’d)
Group2008 2007RM RM
Under/(Over) provision of taxation in prior years 712,883 (1,158,714)
Reduction in tax rate used for deferred tax (2,434,247) (3,112,305)
Over provision of deferred taxation in prior years - (159,638)
Permanent loss not recognised during the financial year 233,230 -
Others - (356)
Tax expense for the financial year (12,560,478) 4,390,412
Company2008 2007RM RM
Profit before taxation 288,349 1,739,339
Taxation at statutory tax rate of 26% (2007: 27%) 74,971 469,622
Expenses not deductible for tax purposes 1,203,314 1,400,378
Income not subject to tax (1,117,878) -
Under/(Over) provision of taxation in prior years 44,679 (471,260)
Tax expense for the financial year 205,086 1,398,740
The Group has estimated unused tax losses and unutilised capital allowances of RM24,169,000 (2007:
RM10,623,000) and RM4,027,700 (2007: RM2,219,000) respectively carried forward available for set-off against
future taxable profit.
40. Earnings per Share
(a) Basic earnings per share
The earnings per share has been calculated based on the consolidated profit for the financial year attributable
to the equity holders of the parent of RM21,498,748 (2007: RM5,603,204) and the weighted average number
of ordinary shares in issue during the financial year of 385,194,578 (2007: 384,418,409).
(b) Fully diluted earnings per share
Fully diluted earnings per share has been calculated based on the adjusted consolidated profit for the financial
year attributable to the equity holders of the parent of RM21,529,308 (2007: RM5,624,944) and the adjusted
weighted average number of ordinary shares issued and issuable of 385,535,578 (2007: 385,779,174) shares.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
40. Earnings per Share
(b) Fully diluted earnings per share
Group2008 2007RM RM
Profit for the financial year attributable to the
equity holders of the parent 21,498,748 5,603,204
Adjusted for :
Interest savings on ICULS 30,560 21,740
21,529,308 5,624,944
Weighted number of ordinary shares in issue 385,194,578 384,418,409
Adjusted for :
Assumed conversion of ICULS 341,000 1,360,765
Assumed exercise of ESOS at no consideration * *
385,535,578 385,779,174
* The number of shares under ESOS was not taken into account in the computation of diluted earnings per
share because the effect on the basic earnings per share is antidilutive.
41. Employee Share Option Scheme (“ESOS”)
The LBS Bina Group Berhad Employee Share Option Scheme (“ESOS”) was approved by shareholders at the
Extraordinary General Meeting (“EGM”) on 24 June 2002 and became effective on 16 September 2002 for a period
of 5 years, and shall lapse on 15 September 2007. Pursuant to the Board’s approval on 28 May 2007, the tenure
of the ESOS has been extended for a further 5 years, expiring on 15 September 2012.
The ESOS Bye-Laws were amended and approved by the shareholders at the EGM on 29 June 2005 to include
the participation of Non-Executive Directors of the Company and to increase the maximum number of new ordinary
shares available under the ESOS from ten per cent (10%) to fifteen per cent (15%) of the total issued and paid-up
capital of the Company.
The salient features of the ESOS are as follows:
(a) Eligible employees include Directors of the Company and confirmed full time employees of the Company and
its eligible subsidiary companies, whom have served for at least one year of full continuous service in the
Group.
(b) The maximum number of new ordinary shares which may be available under the ESOS shall not exceed 15%
of the total issued and paid-up share capital of the Company at the point in time during the tenure of the ESOS.
(c) The ESOS shall be in force for a period of ten years.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008122/123
41. Employee Share Option Scheme (“ESOS”) (cont’d)
(d) The option is personal to the grantee and is non-assignable.
(e) The option price shall be determined at a discount of not more than 10% from the weighted average market
price of the Company’s ordinary shares of RM1.00 each for five (5) market days preceding the date of offer, or
the par value of the shares, whichever is higher.
(f) The options granted may be exercised in full or in lesser number of ordinary shares provided that the number
shall be in multiples of 100 shares.
(g) The options granted may be exercised, subject to the maximum limit of options exercisable in each particular
year, at any time within a period of five years from the date of offer of the option or such period as may be
specifically stated in the offer upon giving notice in writing.
(h) The persons to whom the options have been granted shall not participate in more than one employee share
option scheme implemented by any company within the Group.
Movements in the number of share options outstanding and their related weighted average exercise prices
(“WAEP”) are as follows:
Number of share optionsExercisable
At At at1 January Granted Forfeited Exercised 31 December 31 December
RM RM RM RM RM RM
2008First Grant 10,984,000 - (1,025,500) - 9,958,500 9,958,500
Second Grant 73,500 - (5,000) - 68,500 68,500
Third Grant 696,000 - (47,500) - 648,500 648,500
Fourth Grant 345,000 - (68,500) - 276,500 276,500
Fifth Grant 963,000 - (133,500) - 829,500 829,500
Sixth Grant 1,750,000 - (508,000) - 1,242,000 1,242,000
Special Grant 3,481,000 - (132,500) - 3,348,500 3,348,500
Seventh Grant 376,000 - (133,500) - 242,500 242,500
Eighth Grant 2,692,500 - (204,000) - 2,488,500 2,488,500
Ninth Grant 3,715,500 - (271,500) - 3,444,000 3,444,000
Tenth Grant 810,500 - (100,000) - 710,500 710,500
Eleventh Grant 1,263,500 - (456,500) - 807,000 807,000
Twelfth Grant - 807,000 (118,000) - 689,000 689,000
Thirteenth Grant - 1,042,000 (172,000) - 870,000 870,000
27,150,500 1,849,000 (3,376,000) - 25,623,500 25,623,500
WAEP 1.01 1.00 1.01 - 0.98 0.98
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
41. Employee Share Option Scheme (“ESOS”) (cont’d)
Number of share optionsExercisable
At At at1 January Granted Forfeited Exercised 31 December 31 December
RM RM RM RM RM RM
2007First Grant 11,095,000 - (111,000) - 10,984,000 10,984,000
Second Grant 73,500 - - - 73,500 73,500
Third Grant 835,500 - (139,500) - 696,000 696,000
Fourth Grant 422,000 - (77,000) - 345,000 345,000
Fifth Grant 1,103,500 - (140,500) - 963,000 963,000
Sixth Grant 1,943,500 - (193,500) - 1,750,000 1,750,000
Special Grant 3,536,500 - (55,500) - 3,481,000 3,481,000
Seventh Grant 563,000 - (187,000) - 376,000 376,000
Eighth Grant 2,806,500 - (114,000) - 2,692,500 2,692,500
Ninth Grant 3,913,500 - (198,000) - 3,715,500 3,715,500
Tenth Grant - 1,219,000 (408,500) - 810,500 810,500
Eleventh Grant - 1,458,500 (195,000) - 1,263,500 1,263,500
Total 26,292,500 2,677,500 (1,819,500) - 27,150,500 27,150,500
WAEP 1.01 1.00 1.03 - 1.01 1.01
Details of share options outstanding at end of the financial year are as follows:
Exercise ExerciseShare Options prices periods
RM
2008First Grant 1.00 10.6.2003 - 15.9.2012
Second Grant 1.00 30.6.2003 - 15.9.2012
Third Grant 1.23 31.12.2003 - 15.9.2012
Fourth Grant 1.29 30.6.2004 - 15.9.2012
Fifth Grant 1.06 31.12.2004 - 15.9.2012
Sixth Grant 1.00 30.6.2005 - 15.9.2012
Special Grant 1.00 1.8.2005 - 15.9.2012
Seventh Grant 1.00 31.12.2005 - 15.9.2012
Eighth Grant 1.00 30.6.2006 - 15.9.2012
Ninth Grant 1.00 31.12.2006 - 15.9.2012
Tenth Grant 1.00 30.6.2007 - 15.9.2012
Eleventh Grant 1.00 31.12.2007 - 15.9.2012
Twelfth Grant 1.00 30.6.2008 - 15.9.2012
Thirteenth Grant 1.00 31.12.2008 - 15.9.2012
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008124/125
41. Employee Share Option Scheme (“ESOS”) (cont’d)
Exercise ExerciseShare Options prices periods
RM
2007First Grant 1.00 10.6.2003 - 15.9.2012
Second Grant 1.00 30.6.2003 - 15.9.2012
Third Grant 1.23 31.12.2003 - 15.9.2012
Fourth Grant 1.29 30.6.2004 - 15.9.2012
Fifth Grant 1.06 31.12.2004 - 15.9.2012
Sixth Grant 1.00 30.6.2005 - 15.9.2012
Special Grant 1.00 1.8.2005 - 15.9.2012
Seventh Grant 1.00 31.12.2005 - 15.9.2012
Eighth Grant 1.00 30.6.2006 - 15.9.2012
Ninth Grant 1.00 31.12.2006 - 15.9.2012
Tenth Grant 1.00 30.6.2007 - 15.9.2012
Eleventh Grant 1.00 31.12.2007 - 15.9.2012
The fair value of share options granted during the year was estimated by the management using Black-Scholes-
Merton model, taking into account the terms and conditions upon which the options were granted. The fair value
of share options measured at grant date and the assumptions are as follows:
2008 2007
Fair value of share options at the following grant dates (RM)
30 June 2005 0.113 0.122
1 August 2005 0.110 0.118
31 December 2005 0.024 0.026
30 June 2006 0.055 0.059
31 December 2006 0.040 0.043
30 June 2007 0.126 0.134
31 December 2007 0.046 0.049
30 June 2008 0.008 -
31 December 2008 0.001 -
Weighted average share price (RM) 0.56 0.64
Weighted average exercise price (RM) 0.98 1.01
Expected volatility (%) 38.00 38.00
Expected option life (years) 5.65 6.13
Risk-free interest rate, p.a. (%) 3.36 3.36
Expected dividend yield (%) 6.50 6.50
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
41. Employee Share Option Scheme (“ESOS”) (cont’d)
The expected life of the share options is based on historical data and is not necessarily indicative of exercise
patterns that may occur in the future. The expected volatility is based on the historical volatility, adjusted for
unusual or extraordinary volatility arising from certain economic or business occurrences which is not reflective of
its long term average level. While the expected volatility is assumed to be indicative of future trends, it may not
necessarily be the actual outcome. No other features of the option grant were incorporated into the measurement
of fair value.
Executive Directors of the Group and of the Company and other members of key management have been granted
the following number of options under the ESOS:
Group2008 2007RM RM
At 1 January 12,325,000 12,125,000
Granted and accepted 450,000 200,000
At 31 December 12,775,000 12,325,000
The share options were granted on the same terms and conditions as those offered to other employees of the
Group.
42. Staff Costs
Group2008 2007
Note RM RM
Staff costs (excluding Directors) comprise:
- charged to income statement 6,827,560 7,374,338
- capitalised in property development costs 5 1,413,561 2,106,395
Total staff costs for the financial year 8,241,121 9,480,733
Included in the total staff costs above are contributions made to the Employees Provident Fund under a defined
contribution plan for the Group and the Company amounting to RM600,360 and Nil (2007 : RM803,652 and Nil)
respectively.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008126/127
43. Related Party Disclosures
(a) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had
the following transactions with related parties during the financial year:
2008 2007Note RM RM
GroupOther related parties:
Sale of construction materials (i) - 83,719
Contractor fee paid/payable (i) 12,619,413 3,807,922
Rental received/receivable (i) 3,600 -
Rental paid/payable (ii) 54,000 52,700
Provision of services as advocates and solicitors (iii) 477,834 697,750
Development costs paid/payable (iv) - 30,000,000
CompanySubsidiary companies:
Management fee received/receivable 120,000 120,000
Dividend income received/receivable 1,150,000 9,600,000
Settlement of liabilities on behalf of
subsidiary companies 3,277,247 4,125,107
Settlement of liabilities by the Company
on behalf of subsidiary companies 1,679,390 -
These transactions have been entered into in the normal course of business and have been established on
terms and conditions that are not materially different from those obtainable in transactions with unrelated
parties.
The nature and relationship between the Group and the related parties are as follows:
(i) Companies in which the brothers of a Director of the Company have financial interest.
(ii) Persons connected to certain Directors of the Company.
(iii) Firms in which a son of a Director is one of the partners of the firm and a Director of a subsidiary company
is the partner of the firm.
(iv) Company in which sons-in-law of an independent Non-Executive Director of the Company have
substantial financial interest.
(b) Information regarding outstanding balances arising from related party transactions as at 31 December 2008 is
disclosed in Notes 10, 15, 17, 18, 30 and 31 to the financial statements.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
43. Related Party Disclosures (cont’d)
(c) Information regarding compensation of key management personnel is as follows:
Group Company2008 2007 2008 2007RM RM RM RM
Short-term employee benefits 4,189,648 5,611,071 - -
Share based payments 24,761 14,606 24,761 14,606
Key management personnel include personnel having authority and responsibility for planning, directing and
controlling the activities of the entity, including any Director of the Company.
44. Segment Information
Segment information is primarily presented in respect of the Group’s business segment which is based on the
Group’s management and internal reporting structure.
Segment revenue, results, assets and liabilities include items directly attributable to a segment and those where a
reasonable basis of allocation exists. Unallocated items mainly comprise interest-earning assets and revenue,
interest-bearing borrowings and expenses, and corporate assets and expenses.
Segment capital expenditure is the total cost incurred during the financial year to acquire segment assets that are
expected to be used during more than one year.
The accounting policies of the segments are consistent with the accounting policies of the Group.
(a) Business segments
The main business segments of the Group comprise the following:
Property Development Development of residential and commercial properties.
Management and Investment Investment holding and provision of management services.
Trading Trading in building material.
Construction Building, project planning cum implementation contractor.
Golf courses and club house Golf club development and management.
Other business segments include selling of membership cards covering personal insurance and insurance
agent, none of which are of a sufficient size to be reported separately.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008128/129
44. Segment Information (cont’d)
GolfManagement Courses
Property and and ClubDevelopment Investment Trading Construction House Others Total
RM RM RM RM RM RM RM
2008
RevenueSales 222,420,332 11,660,047 8,922,730 35,193,681 12,606,629 211,001 291,014,420
Less : Inter-segment
sales - (10,045,619) - (19,714,710) - - (29,760,329)
222,420,332 1,614,428 8,922,730 15,478,971 12,606,629 211,001 261,254,091
ResultsSegment results (87,085,308) 8,408,837 59,593 (1,431,961) * (3,762,003) (34,913) (83,845,755)
Less : Inter-segment
sales 21,968,058 (120,000) - (21,848,058) - - -
(65,117,250) 8,288,837 59,593 (23,280,019) (3,762,003) (34,913) (83,845,755)
Unallocated income 3,381,729
Reserve on
consolidation - 106,017,230 - - - - 106,017,230
109,398,959
Profit from operations 25,553,204
Finance costs (15,257,008)
Share of loss in
associated
companies (1,885)
Profit before taxation 10,294,311
Taxation 12,560,478
Profit after taxation 22,854,789
Minority interest (1,356,041)
Net profit for the
financial year 21,498,748
* Segment results is derived after charging depreciation of property, plant and equipment and amortisation of prepaid lease
payment amounting to RM4,755,800 and RM2,211,500 respectively.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
44. Segment Information (cont’d)
GolfManagement Courses
Property and and ClubDevelopment Investment Trading Construction House Others Total
RM RM RM RM RM RM RM
2008
AssetsSegment assets 824,170,921 208,928,200 1,854,460 9,779,374 146,099,987 232,289 1,191,065,231
Investment in
associated
companies 2,463,724 - - - - - 2,463,724
Unallocated assets 108,419,979
Total assets 1,301,948,934
LiabilitiesSegment liabilities 315,923,365 8,789,202 1,451,966 12,567,891 9,109,887 294,518 348,136,829
Unallocated liabilities 408,883,706
Total liabilities 757,020,535
Other informationCapital expenditure 464,536 - - 719,031 301,127 - 1,484,694
Depreciation and
amortisation 1,223,950 7,245 - 397,282 6,967,312 2,810 8,598,599
Significant non-cash
expenses other than
depreciation and
amortisation 9,964,134 1,122,268 - 3,284,836 - 12,738 14,383,976
Significant non-cash
income 53,872 582,913 - 22,765 - 2,180 661,730
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008130/131
44. Segment Information (cont’d)
ManagementProperty and
Development Investment Trading Others TotalRM RM RM RM RM
2007
RevenueSales 272,514,719 28,239,288 3,499,307 9,383,047 313,636,361
Less : Inter-segment
sales - (28,020,000) - (4,317,953) (32,337,953)
272,514,719 219,288 3,499,307 5,065,094 281,298,408
ResultsSegment results 34,872,200 (6,476,857) 132,269 (5,748,025) 22,779,587
Unallocated income 3,837,311
Finance costs (12,921,222)
Share of profit in
associated companies 83,971 - - - 83,971
Profit before taxation 13,779,647
Taxation (4,390,412)
Profit for the financial year 9,389,235
AssetsSegment assets 1,119,610,620 80,314,113 2,161,228 11,514,263 1,213,600,224
Associated companies 2,465,609 - - - 2,465,609
Unallocated assets 72,743,215
Total assets 1,288,809,048
LiabilitiesSegment liabilities 391,131,814 13,142,355 461,268 9,744,120 414,479,557
Unallocated liabilities 445,929,784
Total liabilities 860,409,341
Other informationCapital expenditure 8,062,494 8,786 - 689,053 8,760,333
Depreciation and amortisation 1,460,427 10,845 - 255,642 1,726,914
Impairment of goodwill
arising on consolidation 886,880 - - - 886,880
Significant non-cash expenses
other than depreciation and
amortisation 2,483,539 5,854,202 - 814,688 9,152,429
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
44. Segment Information (cont’d)
All the inter-segment transactions were carried out on normal commercial basis and in the ordinary course
of business.
(b) Geographical segments
In determining the geographical segments of the Group, segment revenue is based on the geographical
location of customers. Segment assets and segment capital expenditure are based on geographical location
of assets.
(i) Revenue by geographical market
2008 2007RM RM
Malaysia 247,033,034 281,127,120
Hong Kong - 171,288
The People’s Republic of China 12,606,629 -
Other countries 1,614,428 -
261,254,091 281,298,408
(ii) Segment assets and additions to capital expenditure by geographical location of assets.
Additions toSegment assets capital expenditure
2008 2007 2008 2007RM RM RM RM
Malaysia 836,775,686 1,134,644,072 1,183,567 8,838,405
Hong Kong 207,479,756 67,076,931 - -
The People’s Republic of China 146,099,987 10,846,214 301,127 8,786
Other countries 709,802 1,033,007 - -
1,191,065,231 1,213,600,224 1,484,694 8,847,191
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008132/133
45. Contingent Liabilities
Group Company2008 2007 2008 2007RM RM RM RM
Corporate guarantees given to
licensed banks for credit facilities
granted to subsidiary companies
- Limit of guarantees - - - 481,067,000
- Amount utilised - - 160,489,530 191,281,000
Corporate guarantees given to
the suppliers of goods for
credit terms granted to
subsidiary companies 5,400,000 4,700,000 - 4,700,000
Banker’s guarantees in favour
of the local authorities for the
purpose of development projects
- Secured 14,739,151 17,729,103 - -
46. Commitments
Group2008 2007RM RM
Authorised and contracted for:
Contractual commitments for development projects 58,913,267 76,703,411
47. Financial Instruments
(a) Financial risk management objectives and policies
The Group and the Company’s financial risk management policy is to ensure that adequate financial resources
are available for the development of the Group and of the Company’s operations whilst managing its financial
risks, including foreign currency exchange risk, interest rate risk, market risk, credit risk, liquidity risk and cash
flow risk. The Group and the Company operates within clearly defined guidelines that are approved by the
Board and the Group’s policy is not to engage in speculative transactions.
(b) Foreign currency exchange risk
The Group and the Company is exposed to foreign currency risk on borrowings that are denominated in a
currency other than Ringgit Malaysia. The currencies giving rise to this risk are primarily US dollars, Hong Kong
dollars and Chinese Renminbi.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
47. Financial Instruments (cont’d)
(b) Foreign currency exchange risk (cont’d)
The net unpledged financial assets and financial liabilities of the Group and the Company that are not
denominated in their functional currencies are as follows:
Financial Assets/(Liabilities) Held in Non-Functional Currency
United States Hong KongFunctional Currency Dollar Dollar Total
RM RM RM
Group2008Other receivablesRinggit Malaysia 3,417 666,112 669,529
Hong Kong Dollar 24,248,000 - 24,248,000
Cash and bank balancesRinggit Malaysia 367 - 367
Hong Kong Dollar 18,801,726 - 18,801,726
Bank borrowingsHong Kong Dollar 38,224,028 - 38,224,028
Group2007Other receivablesRinggit Malaysia 3,324 633,916 637,240
Hong Kong Dollar 36,437,500 - 36,437,500
Cash and bank balancesRinggit Malaysia 367 - 367
Chinese Renminbi 42,038,388 - 42,038,388
Hong Kong Dollar 9,431 - 9,431
Bank borrowingsHong Kong Dollar 46,102,030 - 46,102,030
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008134/135
47. Financial Instruments (cont’d)
(c) Interest rate risk
The Group and the Company’s income and operating cash flows are substantially independent of changes in
market interest rates. Interest rate exposure arises from the Group and the Company’s borrowings and
deposits. The Group and the Company does not hedge the interest rate risk.
(d) Credit risk
The Group and the Company’s exposure to credit risk arises mainly from receivables. Receivables are
monitored on an ongoing basis via Group management reporting procedure and action will be taken for long
outstanding debts.
At balance sheet date, there was no significant concentration of credit risk. The maximum exposure to credit
risk associated with recognised financial assets is the carrying amount shown in the balance sheet.
(e) Liquidity and cash flow risk
The Group and the Company seeks to achieve a flexible and cost effective borrowing structure to ensure that
the projected net borrowing needs are covered by available committed facilities. Debt maturities are structured
in such a way to ensure that the amount of debt maturing in any one year is within the Group’s ability to repay
and refinance.
The Group and the Company also maintains a certain level of cash and cash convertible investments to meet
its working capital requirements.
(f) Fair values
(i) The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other
payables and short term borrowings approximate fair value due to the relatively short term nature of these
financial instruments.
(ii) The aggregate fair values of the other financial assets and liabilities carried on the balance sheet are
as follows:
2008 2007Carrying Fair Carrying Fairamount value amount value
RM RM RM RM
GroupFinancial
assetsUnquoted investments 1,253,500 * 1,253,500 *
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
47. Financial Instruments (cont’d)
(f) Fair values (cont’d)
(ii) The aggregate fair values of the other financial assets and liabilities carried on the balance sheet are
as follows: (cont’d)
2008 2007Carrying Fair Carrying Fairamount value amount value
RM RM RM RM
Financialliabilities
Hire purchase payables 1,187,941 1,093,800 1,415,113 1,143,159
Bank borrowings 131,958,396 88,131,100 127,330,908 99,710,695
ICULS C - - 1,019,765 576,167
ICULS D 341,000 238,700 341,000 252,340
Secured Serial Bonds 40,000,000 33,519,111 50,000,000 40,008,845
CompanyFinancial
liabilitiesICULS C - - 1,019,765 576,167
ICULS D 341,000 238,700 341,000 252,340
Secured Serial Bonds 40,000,000 33,519,111 50,000,000 40,008,845
* It is not practical to estimate the fair value of the non-current unquoted investments because of the
lack of quoted market prices and the inability to estimate fair value without incurring excessive costs.
The fair value of quoted financial instruments are determined by reference to the stock exchange quoted
market bid prices at the close of the business on the balance sheet date. The long term borrowings are
estimated by discounting the expected future cash flows using the current interest rates for the liabilities
with similar risk profiles.
48. Significant Events
During the financial year, the following significant events took place for the Company and its subsidiary companies:
(a) LBS Bina Group Berhad (“the Company”)
(i) On 11 January 2008, the Company acquired additional 49 ordinary shares of USD 1.00 each in Linkway
Property Co. Ltd (“Linkway”), a company incorporated in British Virgin Islands, for a cash consideration
of USD49.00. Consequently, the Company’s shareholding in Linkway has increased from 51% to 100%.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008136/137
48. Significant Events (cont’d)
(a) LBS Bina Group Berhad (“the Company”) (cont’d)
(ii) On 17 January 2008, the Company obtained approval from Securities Commission (“SC”) for the
Proposed Rights Issue of Warrants of up to RM175,037,156 new warrants in the Company on the basis
of two new warrants for every five existing ordinary shares of RM1.00 each held in the Company.
Thereafter, the Company obtained approval from its shareholders at the Extraordinary General Meeting
held on 19 March 2008 to implement the abovementioned Proposed Rights Issue of Warrants. To facilitate
the issuance of new ordinary shares pursuant to the Proposed Rights Issue of Warrants, the Company’s
authorised share capital was increased from RM500,000,000 to RM1,000,000,000, by the creation of an
additional 500,000,000 shares.
(iii) On 19 March 2008, the Company increased its authorised ordinary share capital from RM500,000,000 to
RM1,000,000,000 by creation of 500,000,000 ordinary shares of RM1.00 each at par.
(iv) On 31 December 2008, the issued and paid-up share capital of the Company was increased from
RM385,191,792 to RM386,211,557 by issuance of 1,019,765 new ordinary shares of RM1.00 each
pursuant to the conversion of ICULS C at the conversion price of RM1.00 each. All new shares issued
rank pari passu with the existing issued shares of the Company.
(b) LBS Bina Holdings Sdn. Bhd. (“LBS”)
(i) On 19 September 2008, Misi Aktif Sdn. Bhd. (“MASB”), a wholly owned subsidiary company of the LBS
has increased its paid-up share capital from 2 to 500,000 ordinary shares of RM1.00 each. LBS has
subscribed all its shareholding in MASB by way of capitalising amount owing by MASB to LBS.
(ii) On 15 April 2008, Fokus Awana Sdn. Bhd. (“FASB”), a 70% owned subsidiary of the LBS has increased
its paid-up share capital from 100 to 100,000 ordinary shares of RM1.00 each. LBS has subscribed for an
additional of 69,930 ordinary share of RM1.00 each in FASB by way of cash. FASB still remains as 70%
owned subsidiary of the Company.
(c) Dragon Hill Corporation Limited (“DHCL”)
On 2 May 2008, DHCL exercised the rights under the Option Agreement dated 8 April 2004 to acquire the
entire equity interest in Lamdeal Golf & Country Club Limited (“LGCCL”) for a consideration of USD1.00 only.
Consequently, LGCCL became a wholly-owned subsidiary of the Company. Simultaneously, DHCL and
LGCCL have mutually agreed to terminate the Management Agreement dated 8 April 2004.
(d) Saga Serata Sdn. Bhd. (“SSSB”)
On 31 July 2008, SSSB subscribed an additional 63,180 ordinary shares of RM1.00 each in HealthGuard
Medicare Sdn. Bhd. (“HMSB”) for a cash consideration of RM63,180. HMSB still remain as a 60% owned
subsidiary company of SSSB.
(e) Sinaran Restu Sdn. Bhd. (“SRSB”)
On 20 June 2008, SRSB acquired an additional 37,500 ordinary shares of RM1.00 each in Pacific Grant Sdn.
Bhd. (PGSB), a company incorporated in Malaysia, for a consideration of RM142,000. Consequently, the
Company’s shareholding in PGSB has increased from 85% to 100% and became a whollyowned subsidiary
of SRSB.
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
49. Subsequent Events
On 23 March 2009, the Company disposed of its 21,000 ordinary shares of RM1 each in Wirama Era Baru Sdn.
Bhd. (“WEBSB”) representing 21% equity interest to Dato’ Iskandar Michael Bin Abdullah and P-Fas Properties
Sdn. Bhd. for a total cash consideration of RM21,000. Consequently, the Company’s shareholding in WEBSB has
decreased from 51% to 30% and became an associated company of the Company.
50. Material Litigation
Claim filed by Hamzah bin Abdul Majid (“Plantiff”) on 9 December 1998 against few parties and Equal Alliance Sdn
Bhd, LBS and one of the Directors being the Third Defendant, Fourth Defendant and Fifth Defendant respectively,
in relation to a cause of action in fraud and conspiracy. The solicitors are of the opinion that the Third and Fourth
Defendants have an even chance of defending this action.
51. Comparative Information
The financial statements of the previous financial year which are presented for comparative purposes were
examined and reported on by another firm of auditors.
52. List of Subsidiary Companies
Country of EffectiveName of company incorporation interest Principal activity
2008 2007% %
Direct holdingIntellplace Holdings Limited British Virgin 100 100 Investment holding
Islands
LBS Landscape Sdn. Bhd. Malaysia 100 100 Turfing and landscape
contracting
LBS Bina Holdings Sdn. Bhd. Malaysia 100 100 Property development
and investment holding
Maju Kepunyaan Sdn. Bhd. Malaysia 100 100 Property development
Saga Serata Sdn. Bhd. Malaysia 100 100 Insurance agent
SPJ Construction Sdn. Bhd. Malaysia 60 60 Temporary cessation of
business operations
Linkway Property Co., Ltd British Virgin 100 51 Investment holding and
Islands property development
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008138/139
52. List of Subsidiary Companies (cont’d)
Country of EffectiveName of company incorporation interest Principal activity
2008 2007% %
Indirect holdingSubsidiary companies of
LBS Bina Holdings Sdn. Bhd. :
Adil Restu Sdn. Bhd. Malaysia 100 100 Property development
Alunan Prestasi Sdn. Bhd. Malaysia 70 70 Property development
Azam Perspektif Sdn. Bhd. Malaysia 51 51 Property development
Angsana Abadi Sdn.Bhd. Malaysia 100 100 Property development
Bayu Cergas Sdn. Bhd. Malaysia 51 51 Dormant
Cergas Asal (M) Sdn. Bhd. Malaysia 100 100 Property development
Equal Alliance Sdn. Bhd. Malaysia 100 100 Property development
Equal Sign Sdn. Bhd. Malaysia 100 100 Property development
Focal Remedy Sdn. Bhd. Malaysia 100 100 Property development
and investment holding
Fokus Awana Sdn. Bhd. Malaysia 70 70 Property development
Galeri Cekap Sdn. Bhd. Malaysia 90 90 Property development
Generasi Nostalgia Sdn. Bhd. Malaysia 100 100 Property development
Generasi Simbolik Sdn.Bhd. Malaysia 71 71 Property development
Inderaloka Impian Sdn. Bhd. Malaysia 100 100 Property development
Intellview Sdn. Bhd. Malaysia 100 100 Property development and
implementation contractor
Intelstyle Sdn. Bhd. Malaysia 70 70 Property development
Jatidiri Gigih Sdn. Bhd. Malaysia 51 51 Property development
Jauhari Unggul Sdn. Bhd. Malaysia 70 70 Property development
Johan Anggun Sdn. Bhd. Malaysia 70 70 Property development
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
52. List of Subsidiary Companies (cont’d)
Country of EffectiveName of company incorporation interest Principal activity
2008 2007% %
Indirect holdingSubsidiary companies of
LBS Bina Holdings Sdn. Bhd. : (cont’d)
Kalimah Jaya Sdn. Bhd. Malaysia 100 100 Investment holding
Kilatlima Sdn. Bhd. Malaysia 100 100 Property development
LBS Capital Sdn. Bhd. Malaysia 100 100 Cessation of business
operations
LBS Maju Sdn. Bhd. Malaysia 100 100 Property development
LBS Properties Sdn. Bhd. Malaysia 100 100 Property management
and investment holding
Maju Kamabisa Sdn. Bhd. Malaysia 100 100 Property development
Mayang Jelatek Sdn. Bhd. Malaysia 51 51 Property development
MITC Sdn. Bhd. Malaysia 100 100 Building, project planning cum
implementation contractor
Misi Aktif Sdn. Bhd. Malaysia 100 100 Property development
Pelangi Homes Sdn. Bhd. Malaysia 100 100 Property development and
provision of project
consultancy services
Pembangunan Primer Sdn. Bhd. Malaysia 51 51 Dormant
Prima Utuh Sdn. Bhd. Malaysia 80 80 Property development
Prisma Kasturi Sdn. Bhd. Malaysia 100 100 Dormant
Pristine Sunrise (M) Sdn. Bhd. Malaysia 70 70 Dormant
Puncak Gama Sdn. Bhd. Malaysia 51 51 Property development
Saga Megah Sdn. Bhd. Malaysia 100 100 Trading in building materials
and general construction
Sepadan Maju Sdn. Bhd. Malaysia 55 55 Property development
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008140/141
52. List of Subsidiary Companies (cont’d)
Country of EffectiveName of company incorporation interest Principal activity
2008 2007% %
Indirect holdingSubsidiary companies of
LBS Bina Holdings Sdn. Bhd. : (cont’d)
Seribu Baiduri Sdn. Bhd. Malaysia 100 100 Property development
Sinaran Restu Sdn. Bhd. Malaysia 100 100 Property development
and investment holding
Tepukan Senja Sdn Bhd. Malaysia 100 100 Property development
Utuh Aspirasi Sdn. Bhd. Malaysia 51 51 Property development
Wirama Era Baru Sdn. Bhd. Malaysia 51 51 Dormant
Subsidiary companies of
Sinaran Restu Sdn. Bhd. :
Dolomite Sungai Siput Sdn. Bhd. Malaysia 100 100 Dormant
Kenderong Sdn. Bhd. Malaysia 100 100 Property development
Keranji Bina Sdn. Bhd. Malaysia 100 100 Property development
Lingkaran Semangat Sdn. Bhd. Malaysia 100 100 Dormant
Nilam Mewah Sdn. Bhd. Malaysia 55 55 Dormant
Pacific Grant Sdn. Bhd. Malaysia 100 85 Property development
Silibin Jaya Sdn. Bhd. Malaysia 100 100 Property development
Juaraplex Sdn. Bhd. Malaysia 100 100 Dormant
Subsidiary company of
MITC Sdn. Bhd. :
MITC Engineering Sdn. Bhd. Malaysia 51 51 Civil engineering
Subsidiary company of
Intellplace Holdings Limited :
* Dragon Hill Corporation Limited Hong Kong 100 100 Investment holding
notes to the financial statements (cont’d)
notes to the financial statements (cont’d)
52. List of Subsidiary Companies (cont’d)
Country of EffectiveName of company incorporation interest Principal activity
2008 2007% %
Indirect holdingSubsidiary company of
Dragon Hill Corporation Limited :
* Lamdeal Consolidated Hong Kong 100 100 Project investment
Development Limited through a subsidiary company
in The People’s Republic
of China (“PRC”)
* Lamdeal Golf & Country Hong Kong 100 - Project investment
Club Limited through a subsidiary company
in The People’s Republic
of China (“PRC”)
Subsidiary company of
Lamdeal Consolidated
Development Limited:
* Zhuhai International The People’s @ @ Property development
Circuit Consolidated Republic of
Development Limited China
Subsidiary of Zhuhai International
Circuit Consolidated Development
Limited:
* Zhuhai International Circuit Hong Kong @ @ Property development
Consolidated Development (HK) and investment holding
Limited
Subsidiary company of
Lamdeal Golf & Country
Club Limited :
* Zhuhai International Circuit The People’s # - Golf club development
Golf & Country Club Limited Republic of and management
China
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008142/143
52. List of Subsidiary Companies (cont’d)
Country of EffectiveName of company incorporation interest Principal activity
2008 2007% %
Indirect holdingSubsidiary company of
Zhuhai International Circuit
Golf & Country Club Limited:
* Lakewood Golf & Hong Kong # - Providing handling services
Country Club (HK) Limited
Subsidiary company of
Saga Serata Sdn. Bhd. :
HealthGuard Medicare Sdn. Bhd. Malaysia 60 60 Selling of membership cards
covering personal insurance
Subsidiary company of
Kalimah Jaya Sdn. Bhd. :
Utuh Sejagat Sdn. Bhd. Malaysia 51 51 Property development
* Subsidiary companies not audited by UHY Diong.
@ A subsidiary company of the Company, Lamdeal Consolidated Development Limited (“LCDL”), entered into a
joint venture agreement on 28 September 1992 with a partner in the PRC to establish a co-operative joint
venture, Zhuhai International Circuit Consolidated Development Limited (“Zhuhai Development”), for the
development of properties. Zhuhai Development was established on 8 June 1994, for duration of 50 years and
has a registered capital of US$11.6 million. The subsidiary company is entitled to a 60% profit share in
Zhuhai Development.
LCDL is required to contribute the registered capital of the above joint ventures while the PRC joint venture
partner is required to provide the land use rights to the joint ventures. Upon termination or expiry of these joint
ventures, all property, plant and equipment of the joint ventures will belong to the PRC joint venture partners
while the net current assets will be shared between the joint venture partners in accordance with their profit
sharing ratio.
# A subsidiary company of the Company, Lamdeal Golf & Country Club Limited (“LGCCL”) entered into a joint
venture agreement on 28 August 1992 with a partner in PRC to establish a co-operative joint venture, Zhuhai
International Circuit Golf & Country Club Limited (“Zhuhai Golf”), for the development of a golf in Zhuhai.
Zhuhai Golf was established on 23 August 1993 for a duration of 50 years and has a registered capital of
US$8,800,000. LGCCL is entitled to a 60% profit share in Zhuhai Golf.
LGCCL is required to inject all the registered capital of the above joint venture while the PRC joint venture
partner is required to contribute the land use rights to the joint venture. Upon termination or expiry of the above
joint venture, all fixed assets of the joint venture will be belong to the PRC joint venture partner while the net
current assets will be shared between the joint venture partner in accordance with their profit sharing ratio.
notes to the financial statements (cont’d)
notes to the financial statements
53. List of Associated Companies
Country of EffectiveName of company incorporation interest Principal activity
2008 2007% %
Casa Inspirasi Sdn. Bhd. Malaysia 30 30 Dormant
Dataran Enigma Sdn Bhd. Malaysia 30 30 Property development
Seloka Kualiti Sdn. Bhd. Malaysia 30 30 Property development
Sambungan Aktif Sdn. Bhd. Malaysia 30 30 Dormant
* Usaha Semarak Sdn. Bhd. Malaysia 35 35 Property development
* Associated company not audited by UHY Diong.
54. Date of Authorisation for Issue
The financial statements of the Group and of the Company for the financial year ended 31 December 2008 were
authorised for issue in accordance with a resolution of the Board of Directors on 30 April 2009.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008144/145
Remaining Land LastRegistered/ Description Property/ Tenure / Net Book Area/ Built-up Valuation/Beneficial *Existing or Expiry Date Value/ Cost Area Date ofOwner Location Proposed Usage of Lease RM'000 Sq Ft/ acres Acquisition
InvestmentProperties
LBS Bina Plaza Seri Setia, 2 units of office blocks at Leasehold 99 1,141 Ranging from 16.04.2008Holdings Sdn Petaling Jaya, Plaza Seri Setia, Sg Way, years expiring 2,903 Sq FtBhd (LBS) Selangor. Selangor on 03.05.2091 to 3,654 Sq Ft
*2 units rented out
Plaza Seri Setia, 8 units of office lots at Plaza Leasehold 99 2,266 Ranging from 18.06.2004Petaling Jaya, Seri Setia, Petaling Jaya, years expiring 1,163 Sq Ft toSelangor. Selangor on 03.05.2091 1,442 Sq Ft
*6 units rented out, 2 unitsfor rent
Taman Bukit 2 units of Vista Impiana Leasehold 99 131 Ranging from 29.12.2006Serdang, Selangor. Apartment at Taman Bukit years expiring 465 Sq Ft to
Serdang on 28.05.2102 830 Sq Ft
*2 units rented out
Taman Bukit 9 units of Vista Impiana Leasehold 99 739 Ranging from 17.01.2007Serdang, Apartment at Taman Bukit years expiring 465 Sq Ft toSelangor. Serdang on 28.05.2102 830 Sq Ft
*9 units rented out
LBS Properties Taman Pinggiran 2 units of shop lots at Putra Leasehold 99 274 1,073 Sq Ft 28.04.2003Sdn Bhd Putra Seri Ria Shop Apartment, Taman years expiring 1,017 Sq Ft 28.04.2003
Kembangan, Pinggiran Putra on 18.08.2099Selangor.
Jelapang Maju 1 unit of 1 _ 1/2 storey Semi- Leasehold 99 131 4000 Sq Ft 12.07.2000Industrial Park, Detached factory at Jelapang years expiringIpoh Maju Industrial Park. on 18.08.2094
Lot No.329
* For rental
MITC Sdn Bhd Plaza Seri Setia, 2 unis of shop lots at Plaza Leasehold 99 1,162.5 Sq Ft 12.07.2000Petaling Jaya, Seri Setia, Petaling Jaya, years expiring 1,162.5 Sq FtSelangor. Selangor on 03.05.2091
* Rented out
Equal Sign Sdn M-912, Phase 5, 1 units of Apartment Freehold 160 836 Sq Ft 04.02.2007Bhd Block MN, 115 at Port Dickson
Apartment, Batu5, Jalan Pantai,Port Dickson, * For rental Negeri Sembilan.
List Of Properties
as at 31 December 2008
list of properties
as at 31 December 2008
Remaining Land LastRegistered/ Description Property/ Tenure / Net Book Area/ Built-up Valuation/Beneficial *Existing or Expiry Date Value/ Cost Area Date ofOwner Location Proposed Usage of Lease RM'000 Sq Ft/ acres Acquisition
Land forDevelopment
Cergas Asal Portion of Lot Development land - Leasehold 21,400 36.80 acres 19.09.2004Sdn Bhd 353, Mukim of future development. 99 years
Tanah Rata, District expiring onof Cameron * Proposed mixed development 10.4.2104Highlands, Pahang (Taman Golden Hill)Darul Makmur.
Sinaran Restu Portion of Lot Development land - Leasehold 1,163 6.57 acres 12.07.2000Sdn Bhd 65524 & 47965, future development. 99 years
Mukim of Hulu expiring Kinta, District of * Proposed industrial ranging from Kinta, Perak Darul development (Jelapang 29.03.2092 toRidzuan. Maju Light Industrial Park) 18.08.2094
Portion of Lot Development land - current Leasehold 641 49.18 acres 10.05.200365524, 47965, development. 99 years expiring79126 and 30029, ranging fromMukim of Hulu Kinta, *Mixed development (Puncak 04.03.2101 toDistrict of Kinta, Jelapang Maju-Package B) 20.04.2102Perak Darul Ridzuan.
Silibin Jaya Portion of Lot Development land - current Leasehold 2,386 34.94 acres 30.05.2002Sdn Bhd 47966 & 66102, development. Project being joint 99 years Keranji Bina Mukim of Hulu developed by Sinaran expiring on Sdn Bhd Kinta, District of Restu Sdn Bhd. 06.02.2097Kenderong Kinta, Perak Sdn Bhd Darul Ridzuan *Mixed development
(Puncak JelapangMaju-Package A)
Pacific Grant Portion of Lot 28733 * Mixed development (Puncak Leasehold 39 7.60 acres 27.07.2002Sdn Bhd Mukim of Hulu Kinta, Jelapang Maju -Package C 99 yearsNilam Mewah District of Kinta, Perak or known as Puncak Jelapang expiring on Sdn Bhd Darul Ridzuan. Indah) 04.09.2101
Development land - currentdevelopment. Project beingjoint developed by SinaranRestu Sdn Bhd.
LBS Bina No. Hakmilik 11211, Development land - future LeaseholdHoldings Sdn Lot 20407, Mukim development. 99 yearsBhd Tanjong Dua Belas (Bandar Saujana Putra expiring on
Bandar Saujana Plot G) 05.02.2094Putra. - Parcel 1H 4,225 8.45 acres 29.12.2006
- Parcel 1F 4,455 19.01 acres 26.11.2007- Parcel 2A 5,850 11.70 acres 29.12.2006
Focal Remedy Mukim Linau, Daerah Development land - future Freehold 33,814 384.07 acres 20.09.2003Sdn Bhd Batu Pahat, Negeri development.
Johor. (Bandar Putera Indah)
Johan Anggun Geran 26614, Lot Development land - current Freehold 3,581 28.65 acres 19.07.2004Sdn Bhd 3978 and EMR 2846, development
Lot 814, Kuala Langat. (Taman Saujana Jenjarom)
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008146/147
SHARE CAPITAL
Types of Shares : Ordinary of RM1.00 eachAuthorised Capital : RM1,000,000,000.00Issued and fully paid-up capital : RM386,211,557.00No. of Shareholders : 8,503Voting Rights : One (1) vote per shareholder on show of hands
One (1) vote per ordinary share on a poll, in the meeting of shareholders
DISTRIBUTION OF SHAREHOLDINGS
Percentage PercentageNo. of (%) of No. of (%) of
Size of Shareholdings Shareholders Shareholders Shares Held Issued Shares
1 - 99 91 1.07 3,660 0.00100 - 1,000 2,476 29.12 985,363 0.26
1,001 - 10,000 3,747 44.07 20,107,385 5.2110,001 - 100,000 1,926 22.65 64,793,837 16.78
100,001 - 19,310,576 258 3.03 176,114,437 45.6019,310,577 AND ABOVE 5 0.06 124,206,875 32.16(5% of Issued Securities)
8,503 100 386,211,557 100.00
SUBSTANTIAL SHAREHOLDERS
Direct IndirectName of Shareholders No. of Shares % No. of Shares %
Intelrich Sdn Bhd 181,619,660 47.03 - -Dato’ Lim Hock San 1,100,000 0.28 181,619,660 (1) 47.03Datuk Lim Hock Guan - - 181,619,660 (1) 47.03Dato’ Lim Hock Sing - - 181,619,660 (1) 47.03Datuk Lim Hock Seong - - 181,619,660 (1) 47.03
DIRECTORS’ INTEREST IN SHARES
Direct IndirectDirectors No. of Shares % No. of Shares %
Dato’ Seri Lim Bock Seng 350,000 0.09 2,511,400 (2) 0.65Dato’ Kamaruddin bin Abdul Ghani - - - -Dato’ Lim Hock San 1,100,000 0.28 181,709,660 (3) 47.05Datuk Lim Hock Guan - - 181,624,660 (3) 47.03Dato’ Lim Hock Sing - - 181,756,660 (3) 47.06Datuk Lim Hock Seong - - 181,971,160 (3) 47.12Chia Lok Yuen 105,000 0.03 - -Tan Sri Dato’ Seri (Dr) Haji Abu Hassan bin Haji Omar - - 673,000 (2) 0.17Maj Jen (B) Dato’ Mohamed Isa bin Che Kak 14,084 ^ - -Dato’ Wong Woon Yow 50,000 0.01 - -Mohd Fazil bin Shafie 2,000,000 0.52 - -Kong Sau Kian - - - -
Analysis Of Shareholdings/Irredeemable Convertible Unsecured Loan Stockholdings/Warrants Holdings
as at 30 April 2009
analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings (cont’d)
as at 30 April 2009
Note:
^ Less than 0.01%.(1) Deemed interested by virtue of their substantial shareholdings in Intelrich Sdn Bhd pursuant to Section 6A of the
Companies Act, 1965 (“the Act”).(2) Shares held by virtue of Section 134(12)(c) of the Act.(3) Deemed interested by virtue of his shareholdings in Intelrich Sdn Bhd pursuant to Section 6A of the Act and by
virtue of Section 134(12)(c) of the Act.
LIST OF THE THIRTY (30) LARGEST SHAREHOLDERS(WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THESAME PERSON)
HOLDER NAME SHARES HELD PERCENTAGE (%)
1 MIDF AMANAH INVESTMENT NOMINEES 27,185,253 7.04
(TEMPATAN) SDN BHD
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (MGN-ISB0002M)
2 INTELRICH SDN BHD 26,605,222 6.89
3 AMSEC NOMINEES (TEMPATAN) SDN BHD 25,800,000 6.68
QUALIFIER:AMBANK (M) BERHAD
FOR INTELRICH SDN BHD
4 EB NOMINEES (TEMPATAN) SENDIRIAN BERHAD 23,220,000 6.01
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (SST)
5 MAYBAN SECURITIES NOMINEES (TEMPATAN) SDN BHD 21,396,400 5.54
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (REM 622-MARGIN)
6 KENANGA NOMINEES (TEMPATAN) SDN BHD 14,162,785 3.67
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD
7 PUBLIC NOMINEES (TEMPATAN) SDN BHD 11,500,000 2.98
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (SSA)
8 MAYBAN NOMINEES (TEMPATAN) SDN BHD 9,730,000 2.52
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (51401138105A)
9 CIMB GROUP NOMINEES (TEMPATAN) SDN BHD 5,800,000 1.50
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (49519SFIN)
10 TAI TET CHUAN 5,753,272 1.49
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008148/149
HOLDER NAME SHARES HELD PERCENTAGE (%)
11 RHB NOMINEES (TEMPATAN) SDN BHD 5,425,900 1.40
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR LEE KWONG JOO
12 ABB NOMINEE (TEMPATAN) SDN BHD 4,900,000 1.27
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (SEA PARK)
13 RHB NOMINEES (TEMPATAN) SDN BHD 4,460,100 1.15
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR TAN HONG LAI
14 MAYBAN NOMINEES (TEMPATAN) SDN BHD 4,170,000 1.08
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (51401138104A)
15 MAYBAN NOMINEES (TEMPATAN) SDN BHD 4,170,000 1.08
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (51401138106A)
16 MAYBAN SECURITIES NOMINEES (TEMPATAN) SDN BHD 4,033,400 1.04
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR PANG SHEE PAK (REM 622-MARGIN)
17 OSK NOMINEES (ASING) SDN BERHAD 3,694,100 0.96
QUALIFIER:EXEMPT AN (BP) FOR OSK SECURITIES
HONG KONG LIMITED A/C CLIENTS (RETAIL)
18 CITIGROUP NOMINEES (ASING) SDN BHD 3,675,900 0.95
QUALIFIER:JP MORGAN CLR CORP FOR THIRD
AVENUE REAL ESTATE OPPORTUNITIES FUND LP
19 MAYBAN NOMINEES (TEMPATAN) SDN BHD 2,780,000 0.72
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (51401138107A)
20 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 2,562,400 0.66
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR BEH HANG KONG (474099)
21 AMSEC NOMINEES (TEMPATAN) SDN BHD 2,311,300 0.60
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR BEH HANG KONG
22 PUBLIC NOMINEES (TEMPATAN) SDN BHD 2,185,300 0.57
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR LIM GIM LEONG (E-KLC)
23 CIMSEC NOMINEES (TEMPATAN) SDN BHD 2,008,500 0.52
QUALIFIER:DANAHARTA MANAGERS SDN BHD
analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings (cont’d)
as at 30 April 2009
analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings (cont’d)
as at 30 April 2009
HOLDER NAME SHARES HELD PERCENTAGE (%)
24 MAYBAN SECURITIES NOMINEES (TEMPATAN) SDN BHD 2,000,000 0.52
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR MOHD FAZIL BIN SHAFIE (REM 444)
25 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 1,970,000 0.51
QUALIFIER:DANA JOHOR
26 CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,729,000 0.45
QUALIFIER:PENGURUSAN DANAHARTA NASIONAL BERHAD
27 LIM THIAM CHYE 1,666,000 0.43
28 CITIGROUP NOMINEES (ASING) SDN BHD 1,607,000 0.42
QUALIFIER:CBNY FOR DFA EMERGING MARKETS FUND
29 HSBC NOMINEES (TEMPATAN) SDN BHD 1,500,000 0.39
QUALIFIER:HSBC (MALAYSIA) TRUSTEE BERHAD
FOR AMANAH SAHAM SARAWAK
30 CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,413,900 0.37
QUALIFIER:CIMB BANK FOR KOK CHEE KHUNG (MY0046)
229,415,732 59.40
ICULS D
Type of Securities : 5 year 4% Irredeemable Convertible Unsecured Loan Stocks 2004/2009 (“ICULS D”)
No. of ICULS D Issued : RM341,000 nominal value
No. of ICULS D Holders : 103
Voting Rights : One (1) vote for every ICULS D Holders on a show of hands
One (1) vote for every RM1.00 nominal value of ICULS D on a poll, in the meeting of
ICULS D Holders
DISTRIBUTION OF ICULS D HOLDINGS
Percentage NominalNo. of (%) of Value of Percentage
ICULS D ICULS D ICULS D Held (%) of IssuedSize of ICULS D Holdings Holders Holders (RM) ICULS D
1 - 99 1 0.97 76 0.02
100 - 1,000 83 80.58 77,290 22.67
1,001 - 10,000 14 13.59 69,685 20.44
10,001 - 100,000 4 3.88 83,398 24.46
100,001 - 17,049 0 0.00 0 0.00
17,050 AND ABOVE 1 0.97 110,551 32.42
(5% of Issued Securities)
103 100.00 341,000 100.00
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008150/151
DIRECTORS’ INTEREST IN ICULS D
Nominal Value of ICULS D (RM)Directors Direct % Indirect %
Dato’ Seri Lim Bock Seng - - 9,000 (1) 2.64
Dato’ Kamaruddin bin Abdul Ghani - - - -
Dato’ Lim Hock San - - - -
Datuk Lim Hock Guan - - - -
Dato’ Lim Hock Sing - - 1,000 (1) 0.29
Datuk Lim Hock Seong - - 1,000 (1) 0.29
Chia Lok Yuen - - - -
Tan Sri Dato’ Seri (Dr) Haji Abu Hassan bin Haji Omar - - - -
Maj Jen (B) Dato’ Mohamed Isa bin Che Kak - - - -
Dato’ Wong Woon Yow - - - -
Mohd Fazil bin Shafie - - - -
Kong Sau Kian - - - -
Note:
(1) ICULS D held by virtue of Section 134(12)(c) of the Act.
LIST OF THE THIRTY (30) LARGEST ICULS D HOLDERS(WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THESAME PERSON)
HOLDER NAME ICULS D HELD PERCENTAGE (%)
1 TAI TET CHUAN 110,551 32.42
2 HLG NOMINEE (TEMPATAN) SDN BHD 27,000 7.92
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR CHUA ENG KIAT (CCTS)
3 LIM LIP MENG 20,000 5.87
4 AMTRUSTEE BERHAD 17,000 4.99
5 KASINATHAN A/L TULASI 11,000 3.23
6 SIM CHIN THIAM 10,000 2.93
7 AMSEC NOMINEES (TEMPATAN) SDN BHD 10,000 2.93
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR BEH HANG KONG
8 INDAR KAUR A/P DAN SINGH 9,000 2.64
9 KOK CHEE KHUNG 8,000 2.35
10 AMTRUSTEE BERHAD 7,924 2.32
analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings (cont’d)
as at 30 April 2009
analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings (cont’d)
as at 30 April 2009
HOLDER NAME ICULS D HELD PERCENTAGE (%)
11 NG PENG KIM 7,000 2.05
12 LIM THIAM CHYE 6,000 1.76
13 LIEW BOON 5,000 1.47
14 LEE CHING CHING 3,000 0.88
15 WOO SOW YIN 2,000 0.59
16 WONG MEE NGAN 2,000 0.59
17 PERDANA INDUSTRI HOLDINGS BERHAD 2,000 0.59
18 LIM MOOI KUI 2,000 0.59
19 KHOO CHOON YEONG 2,000 0.59
20 TCB COMMERCIAL SDN BHD 1,685 0.49
21 ZAINUDIN B SUUT 1,000 0.29
22 YONG SAN 1,000 0.29
23 YEOW CHOO YEANG 1,000 0.29
24 YAW CHIN WAI 1,000 0.29
25 YAP PEI FOON 1,000 0.29
26 WONG WENG FOO 1,000 0.29
27 WONG POH LEAN 1,000 0.29
28 WONG KAH YEEN 1,000 0.29
29 WONG HORNG WOEI 1,000 0.29
30 TOH YAN NEW @ TOH AH YONG 1,000 0.29
273,160 80.11
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008152/153
WARRANTS
Type of Securities : Warrants 2008/2018
No. of Warrants Issued : RM154,076,578
No. of Warrants Holders : 1,566
Voting Rights : One (1) vote per Warrants 2008/2018 holder on a show of hands
: One (1) vote per Warrants 2008/2018 on poll, in the meeting of Warrants 2008/2018
holders
DISTRIBUTION OF WARRANTS 2008/2018 HOLDINGS
No. of Percentage No. ofWarrants (%) of Warrants Warrants2008/2018 2008/2018 2008/2018 Percentage
Size of Warrants 2008/2018 Holdings Holders Holders Held (%)
1 - 99 7 0.45 330 0.00
100 - 1,000 142 9.07 110,200 0.07
1,001 - 10,000 834 53.26 4,166,577 2.70
10,001 - 100,000 495 31.61 18,285,881 11.87
100,001 - 7,703,827 87 5.56 27,601,044 17.91
7,703,828 AND ABOVE 1 0.06 103,912,546 67.44
(5% of Issued Securities)
1,566 100.00 154,076,578 100.00
DIRECTORS’ INTEREST IN WARRANTS 2008/2018
Warrants 2008/2018Directors Direct % Indirect %
Dato’ Seri Lim Bock Seng 140,000 0.09 604,000 (1) 0.39
Dato’ Kamaruddin bin Abdul Ghani - - - -
Dato’ Lim Hock San - - 105,712,546 (2) 68.61
Datuk Lim Hock Guan - - 105,712,546 (2) 68.61
Dato’ Lim Hock Sing - - 105,767,346 (3) 68.65
Datuk Lim Hock Seong - - 105,712,546 (2) 68.61
Chia Lok Yuen 50,000 0.03 - -
Tan Sri Dato’ Seri (Dr) Haji Abu Hassan bin Haji Omar - - - -
Maj Jen (B) Dato’ Mohamed Isa bin Che Kak - - - -
Dato’ Wong Woon Yow 20,000 0.01 - -
Mohd Fazil bin Shafie - - - -
Kong Sau Kian - - - -
Note:
(1) Warrants held by virtue of Section 134(12)(c) of the Act.(2) Deemed interested by virtue of their substantial interests in Intelrich Sdn Bhd pursuant to Section 6A of the Act.(3) Deemed interested by virtue of his substantial interests in Intelrich Sdn Bhd pursuant to Section 6A of the Act and
by virtue of Section 134(12)(c) of the Act.
analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings (cont’d)
as at 30 April 2009
analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings (cont’d)
as at 30 April 2009
LIST OF THE THIRTY (30) LARGEST WARRANTS 2008/2018 HOLDERS(WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THESAME PERSON)
HOLDER NAME Warrants 2008/2018 HELD PERCENTAGE (%)
1 ABB NOMINEE (TEMPATAN) SDN BHD 103,912,546 67.44
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR INTELRICH SDN BHD (WARRANT ACCOUNT)
2 INTELRICH SDN BHD 1,800,000 1.17
3 TEY TAKE 1,405,000 0.91
4 AFFIN NOMINEES (TEMPATAN) SDN BHD 1,198,700 0.78
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR CHIA CHU LIAM (CHI3248M)
5 PUBLIC NOMINEES (TEMPATAN) SDN BHD 1,127,500 0.73
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR LIM GIM LEONG (E-KLC)
6 TAY AH KOON 948,000 0.62
7 LOO HOOI KEOW 900,000 0.58
8 YAP PU BING 800,000 0.52
9 AFFIN NOMINEES (TEMPATAN) SDN BHD 793,000 0.51
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR KUEH CHAY SENG (KUE0068M)
10 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 788,000 0.51
QUALIFIER:DANA JOHOR
11 OSK NOMINEES (ASING) SDN BERHAD 648,000 0.42
QUALIFIER:EXEMPT AN (BP) FOR OSK SECURITIES
HONG KONG LIMITED A/C CLIENTS (RETAIL)
12 LUM CHEE KIT 590,000 0.38
13 OOI CHIN SOON 500,000 0.32
14 RHB NOMINEES (TEMPATAN) SDN BHD 482,960 0.31
QUALIFIER:PLEDGED SECURITIES ACCOUNT
FOR YOW PENG SENG
15 TAN HONG LAI 420,000 0.27
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008154/155
HOLDER NAME Warrants 2008/2018 HELD PERCENTAGE (%)
16 TOK CHIN THIAM 380,000 0.25
17 TAN HONG LAI 343,860 0.22
18 WANG SIEW LING 325,000 0.21
19 LIEW BOON 320,000 0.21
20 TAN AIK JOO 300,000 0.19
21 SEE CHIN ENG 300,000 0.19
22 LIM SIN KHONG 300,000 0.19
23 LEE WEI TECK 300,000 0.19
24 LAN CHI SWEE @ LAU CHI SWEE 300,000 0.19
25 KHOR KIM HOCK 300,000 0.19
26 CHUA SOU LAN 300,000 0.19
27 LI SHAOCHUAN 296,000 0.19
28 LIEW BOON 284,000 0.18
29 MALACCA SECURITIES SDN BHD 274,200 0.18
QUALIFIER:PDT(012-P001) KWONG MING MEAN
30 SIOW KONG CHEONG @ SEOW KUAN CHONG 250,000 0.16
120,886,766 78.46
analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings
as at 30 April 2009
Notice Of Ninth Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting of the Company will be held
at Room Kinrara 1, Kinrara Golf Club Sdn Bhd, Jalan Kinrara 6, Bandar Kinrara, 47100 Puchong,
Selangor Darul Ehsan on Thursday, 25 June 2009 at 10.00 a.m. for the following purposes :-
AGENDA
1. To receive and adopt the Audited Accounts for the financial year ended 31 December 2008
together with the Reports of the Directors and Auditors thereon.
2. To approve the payment of Directors' Fees of RM216,000.00 for the financial year ended
31 December 2008.
3. To re-elect the following directors who retire pursuant to Section 129(6) of the Companies Act,
1965:
i) Dato' Seri Lim Bock Seng
ii) Maj Jen (B) Dato' Mohamed Isa bin Che Kak
iii) Dato' Wong Woon Yow
4. To re-elect the following directors who retire in accordance with Article 100 of the Company's
Articles of Association:
i) Dato' Kamaruddin bin Abdul Ghani
ii) Dato' Lim Hock San
iii) Mr Kong Sau Kian
5. To re-appoint Messrs UHY Diong as Auditors and to authorise the Directors to fix their
remuneration.
6. As Special Business:
To consider and, if thought fit, to pass with or without any modifications, the following ordinary
resolutions :
(a) AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THECOMPANIES ACT, 1965
“THAT, subject always to the Companies Act, 1965 and the approvals of the relevant
governmental and/or regulatory authorities, the Directors be and are hereby empowered,
pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company
from time to time at such price, upon such terms and conditions, for such purposes and
to such person or persons whomsoever as the Directors may deem fit provided that the
aggregate number of shares issued in any one financial year of the Company pursuant to
this Resolution does not exceed 10% of the issued share capital of the Company for the
time being and THAT the Directors be also empowered to obtain the approval for the
listing and quotation of the additional shares so issued on the Bursa Malaysia Securities
Berhad (“Bursa Securities”) and THAT such authority shall continue in force until the
conclusion of the next Annual General Meeting of the Company.”
Resolution 1
Resolution 2
Resolution 3Resolution 4Resolution 5
Resolution 6Resolution 7Resolution 8
Resolution 9
Resolution 10
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008156/157
notice of ninth annual general meeting (cont’d)
(b) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBAND ITS SUBSIDIARIES (“GROUP”) AND SYARIKAT JATI PEMBORONG AM SDNBHD
“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing
Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to
enter into the specified recurrent transactions of a revenue or trading nature with the
related parties specified as Category A stated in Section 2.2.1 of the Circular to
Shareholders dated 3 June 2009 (the “Circular”) which is necessary for its day-to-day
operations, in its ordinary course of business, made on an arm's length basis and on
normal commercial terms of the Group and on such terms which are no more favourable
to the related party than those generally available to the public and which are not
detrimental to the minority shareholders of the Company;
AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the
shareholders of the Company in its general meeting, shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company, following this 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 or the expiration of the period within
which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143 (1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extension
as may be allowed pursuant to Section 143 (2) of the Act), whichever is earlier;
AND THAT the aggregate value of the transactions conducted pursuant to this General
Mandate during the financial year of the Company be disclosed in the annual report by
providing a breakdown of the aggregate value of the transaction, amongst others, based
on the following information:-
(a) the type of transactions made; and
(b) the names of the related parties involved in each type of transactions made and their
relationship with the Company and its subsidiaries
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including executing all such documents as may be required
or approved or permitted by the relevant authorities) as they may consider expedient or
necessary or in the interests of the Company to give effect to the Proposed Renewal Of
General Mandate described in the Circular and/or this Resolution.”
(c) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND POWER AUTOMATION ENGINEERING SDN BHD
“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing
Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to
enter into the specified recurrent transactions of a revenue or trading nature with the
related parties specified as Category B stated in Section 2.2.1 of the Circular which is
necessary for its day-to-day operations, in its ordinary course of business, made on an
arm's length basis and on normal commercial terms of the Group and on such terms
which are no more favourable to the related party than those generally available to the
public and which are not detrimental to the minority shareholders of the Company;
Resolution 11
notice of ninth annual general meeting (cont’d)
AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the
shareholders of the Company in its general meeting, shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company, following this 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 or the expiration of the period within
which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143 (1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143 (2) of the Act), whichever is earlier;
AND THAT the aggregate value of the transactions conducted pursuant to this General
Mandate during the financial year of the Company be disclosed in the annual report by
providing a breakdown of the aggregate value of the transaction, amongst others, based
on the following information:-
(a) the type of transactions made; and
(b) the names of the related parties involved in each type of transactions made and their
relationship with the Company and its subsidiaries
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including executing all such documents as may be required
or approved or permitted by the relevant authorities) as they may consider expedient or
necessary or in the interests of the Company to give effect to the Proposed Renewal Of
General Mandate described in the Circular and/or this Resolution.”
(d) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND DATO' SERI LIM BOCK SENG AND LIM BROTHERS
“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing
Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to
enter into the specified recurrent transactions of a revenue or trading nature with the
related parties specified as Category C stated in Section 2.2.1 of the Circular which is
necessary for its day-to-day operations, in its ordinary course of business, made on an
arm's length basis and on normal commercial terms of the Group and on such terms
which are no more favourable to the related party than those generally available to the
public and which are not detrimental to the minority shareholders of the Company;
AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the
shareholders of the Company in its general meeting, shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company, following this 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 or the expiration of the period within
which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143 (1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143 (2) of the Act), whichever is earlier;
AND THAT the aggregate value of the transactions conducted pursuant to this General
Mandate during the financial year of the Company be disclosed in the annual report by
providing a breakdown of the aggregate value of the transaction, amongst others, based
on the following information:-
Resolution 12
notice of ninth annual general meeting (cont’d)
(a) the type of transactions made; and
(b) the names of the related parties involved in each type of transactions made and their
relationship with the Company and its subsidiaries
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including executing all such documents as may be required
or approved or permitted by the relevant authorities) as they may consider expedient or
necessary or in the interests of the Company to give effect to the Proposed Renewal Of
General Mandate described in the Circular and/or this Resolution.”
(e) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND CHIA LOK YUEN
“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing
Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to
enter into the specified recurrent transactions of a revenue or trading nature with the
related parties specified as Category D stated in Section 2.2.1 of the Circular which is
necessary for its day-to-day operations, in its ordinary course of business, made on an
arm's length basis and on normal commercial terms of the Group and on such terms
which are no more favourable to the related party than those generally available to the
public and which are not detrimental to the minority shareholders of the Company;
AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the
shareholders of the Company in its general meeting, shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company, following this 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 or the expiration of the period within
which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143 (1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143 (2) of the Act), whichever is earlier;
AND THAT the aggregate value of the transactions conducted pursuant to this General
Mandate during the financial year of the Company be disclosed in the annual report by
providing a breakdown of the aggregate value of the transaction, amongst others, based
on the following information:-
(a) the type of transactions made; and
(b) the names of the related parties involved in each type of transactions made and their
relationship with the Company and its subsidiaries
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including executing all such documents as may be required
or approved or permitted by the relevant authorities) as they may consider expedient or
necessary or in the interests of the Company to give effect to the Proposed Renewal Of
General Mandate described in the Circular and/or this Resolution.”
Resolution 13
Resolution 14
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008158/159
notice of ninth annual general meeting (cont’d)
(f) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND DATO' KAMARUDDIN BIN ABDUL GHANI
“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing
Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to
enter into the specified recurrent transactions of a revenue or trading nature with the
related parties specified as Category E as stated in Section 2.2.1 of the Circular which is
necessary for its day-to-day operations, in its ordinary course of business, made on an
arm's length basis and on normal commercial terms of the Group and on such terms
which are no more favourable to the related party than those generally available to the
public and which are not detrimental to the minority shareholders of the Company;
AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the
shareholders of the Company in its general meeting, shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company, following this 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 or the expiration of the period within
which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143 (1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143 (2) of the Act), whichever is earlier;
AND THAT the aggregate value of the transactions conducted pursuant to this General
Mandate during the financial year of the Company be disclosed in the annual report by
providing a breakdown of the aggregate value of the transaction, amongst others, based
on the following information:-
(a) the type of transactions made; and
(b) the names of the related parties involved in each type of transactions made and their
relationship with the Company and its subsidiaries
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including executing all such documents as may be required
or approved or permitted by the relevant authorities) as they may consider expedient or
necessary or in the interests of the Company to give effect to the Proposed Renewal of
General Mandate described in the Circular and/or this Resolution.”
(g) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND STEVEN TAI, WONG & PARTNERS
“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing
Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to
enter into the specified recurrent transactions of a revenue or trading nature with the
related parties specified as Category F stated in Section 2.2.1 of the Circular which is
necessary for its day-to-day operations, in its ordinary course of business, made on an
arm's length basis and on normal commercial terms of the Group and on such terms
which are no more favourable to the related party than those generally available to the
public and which are not detrimental to the minority shareholders of the Company;
Resolution 15
notice of ninth annual general meeting (cont’d)
AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the
shareholders of the Company in its general meeting, shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company, following this 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 or the expiration of the period within
which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143 (1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143 (2) of the Act), whichever is earlier;
AND THAT the aggregate value of the transactions conducted pursuant to this General
Mandate during the financial year of the Company be disclosed in the annual report by
providing a breakdown of the aggregate value of the transaction, amongst others, based
on the following information:-
(a) the type of transactions made; and
(b) the names of the related parties involved in each type of transactions made and their
relationship with the Company and its subsidiaries
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including executing all such documents as may be required
or approved or permitted by the relevant authorities) as they may consider expedient or
necessary or in the interests of the Company to give effect to the Proposed Renewal Of
General Mandate described in the Circular and/or this Resolution.”
(h) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND INTELRICH SDN BHD
“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing
Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to
enter into the specified recurrent transactions of a revenue or trading nature with the
related parties specified as Category G as stated in Section 2.2.1 of the Circular which is
necessary for its day-to-day operations, in its ordinary course of business, made on an
arm's length basis and on normal commercial terms of the Group and on such terms
which are no more favourable to the related party than those generally available to the
public and which are not detrimental to the minority shareholders of the Company;
AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the
shareholders of the Company in its general meeting, shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company, following this 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 or the expiration of the period within
which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143 (1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143 (2) of the Act), whichever is earlier;
AND THAT the aggregate value of the transactions conducted pursuant to this General
Mandate during the financial year of the Company be disclosed in the annual report by
providing a breakdown of the aggregate value of the transaction, amongst others, based
on the following information:-
Resolution 16
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008160/161
notice of ninth annual general meeting (cont’d)
(a) the type of transactions made; and
(b) the names of the related parties involved in each type of transactions made and their
relationship with the Company and its subsidiaries
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including executing all such documents as may be required
or approved or permitted by the relevant authorities) as they may consider expedient or
necessary or in the interests of the Company to give effect to the Proposed Renewal Of
General Mandate described in the Circular and/or this Resolution.”
(i) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND: -
(I) (A) DATO' AMIR ARIF BIN KAMARUDIN;(B) MD ARIFFIN BIN MAHMUD; and
(II) MAGMA DESTAR (M) SDN BHD.
“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing
Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to
enter into the specified recurrent transactions of a revenue or trading nature with the
related parties specified as Category H as stated in Section 2.2.1 of the Circular which is
necessary for its day-to-day operations, in its ordinary course of business, made on an
arm's length basis and on normal commercial terms of the Group and on such terms
which are no more favourable to the related party than those generally available to the
public and which are not detrimental to the minority shareholders of the Company;
AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the
shareholders of the Company in its general meeting, shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company, following this 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 or the expiration of the period within
which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143 (1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143 (2) of the Act), whichever is earlier;
AND THAT the aggregate value of the transactions conducted pursuant to this General
Mandate during the financial year of the Company be disclosed in the annual report by
providing a breakdown of the aggregate value of the transaction, amongst others, based
on the following information:-
(a) the type of transactions made; and
(b) the names of the related parties involved in each type of transactions made and their
relationship with the Company and its subsidiaries
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including executing all such documents as may be required
or approved or permitted by the relevant authorities) as they may consider expedient or
necessary or in the interests of the Company to give effect to the Proposed Renewal Of
General Mandate described in the Circular and/or this Resolution.”
Resolution 17
Resolution 18
notice of ninth annual general meeting (cont’d)
(j) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND:-
(I) DATO' WONG WOON YOW;(II) STEPHEN WONG YEE ONN; and(III) PAUL WONG YEE KEONG.
“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing
Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to
enter into the specified recurrent transactions of a revenue or trading nature with the
related parties specified as Category I as stated in Section 2.2.1 of the Circular which is
necessary for its day-to-day operations, in its ordinary course of business, made on an
arm's length basis and on normal commercial terms of the Group and on such terms
which are no more favourable to the related party than those generally available to the
public and which are not detrimental to the minority shareholders of the Company;
AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the
shareholders of the Company in its general meeting, shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company, following this 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 or the expiration of the period within
which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143 (1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143 (2) of the Act), whichever is earlier;
AND THAT the aggregate value of the transactions conducted pursuant to this General
Mandate during the financial year of the Company be disclosed in the annual report by
providing a breakdown of the aggregate value of the transaction, amongst others, based
on the following information:-
(a) the type of transactions made; and
(b) the names of the related parties involved in each type of transactions made and their
relationship with the Company and its subsidiaries
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including executing all such documents as may be required
or approved or permitted by the relevant authorities) as they may consider expedient or
necessary or in the interests of the Company to give effect to the Proposed Renewal of
General Mandate described in the Circular and/or this Resolution.”
7. To consider any other business of which due notice shall have been given.
By Order of the Board,
LEE CHING CHING
PHANG AI TEE
Company Secretaries
Petaling Jaya
3 June 2009
Resolution 19
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008162/163
notice of ninth annual general meeting
Notes:
(1) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may
but need not be a member of the Company and the provision of Section 149(1) (b) of the Companies Act, 1965 shall not apply to the Company.
(2) In the case of a corporate member, the instrument appointing a proxy shall be under its Common Seal or under the hand of a duly authorised officer
or attorney.
(3) Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be
represented by each proxy.
(4) Any alteration to the instrument appointing a proxy must be initialled. The instrument appointing a proxy must be deposited at the Company's
Registered Office at Plaza Seri Setia, Level 1-4, No. 1, Jalan SS9/2, 47300 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the
time fixed for the meeting.
Explanatory Notes on Special Business
(5) Ordinary Resolution 10
The Ordinary Resolution proposed under Resolution 10 above, if passed, will enable the Directors to issue up to 10% of the issued share capital
of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority unless
revoked or varied at a General Meeting will expire at the next Annual General Meeting.
(6) Ordinary Resolutions 11, 12, 13, 14, 15, 16, 17, 18 and 19
Ordinary Resolutions 11, 12, 13, 14, 15, 16, 17, 18 and 19 if passed, will allow the Group to enter into the recurrent related party transactions in
the ordinary course of business and the necessity to convene separate general meetings from time to time to seek shareholders' approval as and
when such recurrent related party transactions occur would not arise. This would reduce substantial administrative time, inconvenience and
expenses associated with the convening of such meetings, without compromising the corporate objectives of the Group or adversely affecting the
business opportunities available to the Group. The Shareholders' mandate is subject to renewal on an annual basis.
LBS BINA GROUP BERHAD
ANNUAL REPORT 2008164/165
Statement Accompanying Notice Of Annual General Meeting Of The Company
Pursuant to Paragraph 8.28(2) of the Bursa Securities Listing Requirements appended hereunder are:
DIRECTORS STANDING FOR RE-ELECTION
The following Directors are standing for re-election at the Annual General Meeting for the year 2009 of the Company
which will be held at Room Kinrara 1, Kinrara Golf Club Sdn Bhd, Jalan Kinrara 6, Bandar Kinrara, 47100 Puchong,
Selangor Darul Ehsan on Thursday, 25 June 2009 at 10.00 a.m.:
Retiring directors pursuant to Section 129(6) of the Companies Act, 1965:
1. Dato’ Seri Lim Bock Seng
2. Maj Jen (B) Dato’ Mohamed Isa bin Che Kak
3. Dato’ Wong Woon Yow
Retiring directors pursuant to Article 100 of the Company’s Articles of Association:
1. Dato’ Kamaruddin bin Abdul Ghani
2. Dato’ Lim Hock San
3. Mr Kong Sau Kian
Details of the above individual retiring directors, their interests in the securities and attendance of Board Meeting
are stated in the Profile of Directors, Analysis of Shareholdings/Irredeemable Convertible Unsecured Loan
Stockholdings/Warrants Holdings and Corporate Governance Statement respectively in this Annual Report 2008.
This page intentionally left blank
I/We ………………………………………………………… NRIC No./Company No. .....………………………………….…....
of ..………………………………………………………………………………………………………………………………………
being a member/members of LBS BINA GROUP BERHAD, hereby appoint ……………………………………….…….....
………………………………………………………………………………………………………………………………...…………
of ..………………………………………………………………………………………………………………………………………
or failing him/her ..…………………………………………………………………………………………………………..………...
of ..………………………………………………………………………………………………………………………………………
or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Ninth
Annual General Meeting of the Company to be held at Room Kinrara 1, Kinrara Golf Club Sdn Bhd, Jalan Kinrara 6,
Bandar Kinrara, 47100 Puchong, Selangor Darul Ehsan on Thursday, 25 June 2009 at 10.00 a.m. or at any adjournment
thereof.
RESOLUTIONS For AgainstOrdinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
Ordinary Resolution 6
Ordinary Resolution 7
Ordinary Resolution 8
Ordinary Resolution 9
Ordinary Resolution 10
Ordinary Resolution 11
Ordinary Resolution 12
Ordinary Resolution 13
Ordinary Resolution 14
Ordinary Resolution 15
Ordinary Resolution 16
Ordinary Resolution 17
Ordinary Resolution 18
Ordinary Resolution 19
Please indicate with (X) how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will
vote or abstain at his/her discretion.
Dated this ………..day of ……………… 2009
No. of Shares Held
_________________________________________________ CDS Account No.
Signature/Common Seal of Shareholder(s)
Notes:-
(1) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy
may but need not be a member of the Company and the provision of Section 149(1) (b) of the Companies Act, 1965 shall not apply to the company.
(2) In the case of a corporate member, the instrument appointing a proxy shall be under its Common Seal or under the hand of a duly authorised officer
or attorney.
(3) Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be
represented by each proxy.
(4) Any alteration to the instrument appointing a proxy must be initialled. The instrument appointing a proxy must be deposited at the Company's
Registered Office at Plaza Seri Setia, Level 1-4, No.1, Jalan SS9/2, 47300 Petaling Jaya , Selangor Darul Ehsan not less than 48 hours before the
time fixed for meeting.
Form Of ProxyLBS BINA GROUP BERHAD
( 518482-H )
The Company Secretary
LBS BINA GROUP BERHAD (518482-H)
Plaza Seri Setia Level 1-4
No. 1 Jalan SS9/2
47300 Petaling Jaya
Selangor Darul Ehsan
Malaysia
Fold here
STAMP
Fold here
LBS BINA GROUP BERHAD (518482-H)
Plaza Seri SetiaLevel 1-4 No. 1
Jalan SS9/247300 Petaling Jaya
Selangor Darul EhsanMalaysia
Tel 603 7877 7333Fax 603 7877 7111
www.lbs.com.my