Malaysia legislation

Section 33

of Mengikut peraturan Bilangan 34 Peraturan-Peraturan Tanah Tahun 1966, adalah

Seksyen 33

SIGNIFICANT EVENTS DURING THE YEAR

During the financial year,

(i)

The Company disposed off its 35% equity interest in Saint Gobain

Terreal (Malaysia) Sdn. Bhd. to Terreal France for a cash consideration of RM1,837,500.

(ii)

A Bridging Finance-I facility of RM59 million was approved by a local bank to be granted to a subsidiary company. This facility is to be secured by certain land held for future development of the subsidiary company with carrying amount of RM4,267,390 and guaranteed by the Company.

As of the date of report, the subsidiary company is in the process of registering the charge of these land held for future development.

STATEMENT BY DIRECTORS

The directors of Johor Land Berhad state that, in their opinion, the accom-panying balance sheets and the related statements of income, cash flows and changes in equity are drawn up in accordance with the provisions of the Com-panies Act, 1965 and the applicable MASB approved accounting standards in

Malaysia so as to give a true and fair view of the state of affairs of the Group and the Company as of 31 December 2005 and of the results of their businesses and the cash flows of the Group and of the Company for the year ended on that date.

Signed in accordance with a resolution of the Directors,

TAN SRI DATO’ MUHAMMAD ALI HASHIM

A.F.M. SHAFIQUL HAFIZ

Johor Bahru 6 March 2006

DECLARATION BY THE OFFICER PRIMARILY RESPONSIBLE FOR THE FINANCIAL

MANAGEMENT OF THE COMPANY

I, Mariana binti Sidi, the officer primarily responsible for the financial management of Johor Land Berhad, do solemnly and sincerely declare that the accompa-nying balance sheets and the related statements of income, cash flows and changes in equity are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

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Subscribed and solemnly declared by )

the abovenamed Mariana binti Sidi

)

at Johor Bahru in the State of

)

Johor on 6 March 2006

)

Before me,

Commissioner For Oaths

HAJI A. HAMID BIN HAJI HASSAN

Pesuruhjaya Sumpah

AUDITORS’ REPORT PURSUANT TO REGULATION 12 OF THE HOUSING

DEVELOPERS’ (HOUSING DEVELOPMENT ACCOUNT) REGULATIONS 1991 FINAN-CIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005.

In the course of our audit as external auditors of Johor Land Berhad for the year ended 31 December 2005, we have audited the Housing Development

Account required to be opened and maintained pursuant to the Housing

Developers (Housing Development Account) Regulations 1991.

The audit involves the examination of withdrawals from the Housing

Development Account maintained. The account maintained is for the following projects:

i.

Taman Bukit Dahlia, Pasir Gudang;

- 131 units terrace houses type Indah at Taman Bukit Dahlia

- 96 units terrace houses type Pesona at Taman Bukit Dahlia

- 142 units terrace houses type Harum at Taman Bukit Dahlia

- 120 units terrace houses type Serene at Taman Bukit Dahlia

- 36 units semi detached houses type Perdana at Taman Bukit Dahlia

- 126 units terrace houses type Pristine at Taman Bukit Dahlia

- 24 units semi detached houses type Perdana at Taman Bukit Dahlia

- 103 units and 94 units terrace houses type Mekar at Taman Bukit

Dahlia

- 60 units and 60 units terrace houses type Pesona at Taman Bukit

Dahlia

- 26 units, 24 units and 22 units terrace houses at Taman Indah

Dahlia ii.

58 units lotus apartment at Taman Melor, Mukim Tebrau; and iii.

9 units shophouses at RPK Tampoi, Mukim Tebrau.

Based on our work done, nothing has come to our attention that causes us to believe that the monies in the Housing Development Account have not been withdrawn in accordance with the Regulations.

Chartered Accountants

Partner

Johor Bahru,

6 March 2006

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[22hb Jun 2006

No. 1489.

ADVANCE DEVELOPMENT SDN. BHD.

(Incorporated in Malaysia)

AUDITORS REPORT PURSUANT TO SECTION 9 OF THE HOUSING DEVELOPERS’

(CONTROL AND LICENSING) ACT, 1966

We have audited the accompanying balance sheet as of 31 December 2005 and the related statements of income, cash flows and changes in equity for the year then ended. These financial statements are the responsibility of the Company’s directors. It is our responsibility to form an independent opinion, based on our audit, on these financial statements and to report our opinion to you, as a body, in accordance with section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility towards any other person for the content of this report.

We conducted our audit in accordance with approved standards on auditing in

Malaysia. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial statements presentation.

We believe that our audit provides a reasonable basis for our opinion.

In our opinion:

(a)

the abovementioned financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable MASB approved accounting standards in Malaysia so as to give a true and fair view of;

(i)

the state of affairs of the Company as for 31 December 2005 and of the results and the cash flows of the Company fot the year ended on that date; and

(ii)

the matters required by section 169 of the Act to be dealt with the financial statements; and

(b)

the accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

DELOITTE AND TOUCHE

Chartered Accountants

Partner

Johor Bahru 20 February 2006

INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005

Note(s)

2005 2004

Revenue 4 & 5 13,363,342 12,694,089

Cost of sales

(6,488,265)

(10,591,991)

Gross Profit 6,875,077 2,102,098

Other operating income 44,220 41,838

Administrative expenses

(1,037,548)

(767,939)

Selling expenses

(13,000)

(12,000)

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INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005—(cont’d)

Note(s)

2005 2004

Profit from operations 6 5,868,749 1,363,997

Finance cost

–interest on revolving credit

(161,884)

(159,904)

Income from other investment

–interest income from deposits 115,183 140,939

Profit before tax 5,822,048 1,345,032

Income tax expense 7

(1,704,174)

(320,374)

Net Profit for the year 4,117,874 1,024,658

The accompanying Notes form an integral part of the Financial Statements.

BALANCE SHEET AS OF 31 DECEMBER 2005

Note(s)

2005 2004

NON-CURRENT ASSETS

Property, plant and equipment 8 798,798 643,508

Land held for future development 9 12,031,850 13,256,555

Deferred tax assets 10

CURRENT ASSETS

Property development projects 11 24,199,845 13,419,837

Inventories 12 1,366,188 7,346,861

Trade and other receivables 13 6,420,443 6,787,696

Deposits, cash and bank balances 16 8,959,530 5,492,000 40,946,006 33,046,394

CURRENT LIABILITIES

Trade and other payables 17 15,688,014 12,811,025

Borrowing 18 4,000,000 4,000,000

Tax liabilities 633,115

20,321,129 16,811,025

NET CURRENT ASSETS

20,624,877 16,235,369

NET ASSETS

33,455,525 30,135,432

REPRESENTED BY:

Issued capital 19 22,160,600 22,160,600

Unappropriated profit 7 11,294,925 7,974,832

SHAREHOLDER’S EQUITY

33,455,525 30,135,432

The accompanying Notes form an integral part of the Financial Statements.

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STATEMENT OF CHANGES IN EQUITY

Distributable

Total/Net

Reserve

Shareholder’s

Note(s)

Issued Capital

Unappropriated

Equity

Profit

Balance as of 1 January 2004 22,160,600 7,428,844 29,589,444

Net profit for the year

1,024,658 1,024,658

Dividend paid/payable 20

(478,670)

(478,670)

Balance as of 31 December 2004 22,160,600 7,974,832 30,135,432

Net profit for the year

4,117,874 4,117,874

Dividend paid/payable 20

(797,781)

(797,781)

Balance as of 31 December 2005 22,160,600 11,294,925 33,455,525

The accompanying Notes form an integral part of the Financial Statements.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004

CASH FLOWS FROM (USED IN) OPERATING

Net profit for the year 4,117,874 1,024,658

Adjustments for:

Income tax expense 1,704,174 320,374

Finance cost 161,884 159,904

Depreciation of property, plant and equipment 71,002 28,998

Property, plant and equipment written-off

1,504

Interest income

(115,183)

(140,939)

Operating Profit Before Working Capital

Changes 5,939,751 1,394,499

(Increase) Decrease in:

Inventories 5,980,673

(6,474,050)

Property development projects

(9,555,303)

4,008,085

Trade and other receivables 367,253

(4,864,824)

Increase in trade and other payables 2,557,878 5,683,717

Net Cash From (Used In) Operations 5,290,252

(252,573)

Interest paid

(161,884)

(159,904)

Income tax paid

(1,071,059)

(132,990)

Tax refund

673,298

Net Cash From Operating

Activities 4,057,309 127,831

CASH FLOWS FROM (USED IN) INVESTING

Interest received 115,183 140,939

Additions to property, plant and equipment

(226,292)

(22,522)

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Net Cash From (Used In) Investing

Activities

(111,109)

118,417

CASH FLOWS FROM FINANCING

ACTIVITY

Dividend paid

(478,670)

NET INCREASE IN DEPOSITS, CASH AND

BANK BALANCES

3,467,530 246,248

DEPOSITS, CASH AND BANK BALANCES

AT BEGINNING OF YEAR

5,492,000 5,245,752

DEPOSITS, CASH AND BANK BALANCES AT

END OF YEAR

16 8,959,530 5,492,000

The accompanying Notes form an integral part of the Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS