2005_UTUSAN-AnnualReport2005(2MB)

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CONTENTS

Notice of Annual General Meeting 2

Statement Accompanying Notice of Annual General Meeting

of the Company 5

Five Year Group Financial Highlights 6

Profile of the Board of Directors 10

Corporate Information 16

Management and Heads of Department 17

Statement of Directors’ Responsibility in

Relation to the Financial Statements 18

Audit Committee Report 19

Statement of Internal Control 22

Statement on Corporate Governance 24

Other Information Required by the Listing Requirements

of the Bursa Malaysia Securities Berhad 29

Chairman’s Statement 32

Corporate Calendar 39

Financial Statements 44

Directors’ Report 45

Statement by Directors & Statutory Declaration 49

Report of the Auditors 50

Consolidated Income Statement 51

Consolidated Balance Sheet 52

Consolidated Statement of Changes in Equity 53

Consolidated Cash Flow Statement 54

Income Statement 56

Balance Sheet 57

Statement of Changes in Equity 58

Cash Flow Statement 59

Notes to the Financial Statements 61

List of Properties 108

Analysis of Shareholdings 112

List of Top Thirty Largest Shareholders 113

Proxy Form

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NOTICE OFANNUAL GENERALMEETING

NOTICE IS HEREBY GIVENNOTICE IS HEREBY GIVENNOTICE IS HEREBY GIVENNOTICE IS HEREBY GIVENNOTICE IS HEREBY GIVEN that the Thirty Eighth Annual General Meeting of Utusan Melayu(Malaysia) Berhad will be held at Dewan Besar, Level 1, Bangunan Tabung Haji, 201, Jalan TunRazak, 50400 Kuala Lumpur on Wednesday, 31 May 2006 at 11.00 a.m. to transact the followingbusinesses:

AGENDAAGENDAAGENDAAGENDAAGENDA

AS ORDINARY BUSINESSAS ORDINARY BUSINESSAS ORDINARY BUSINESSAS ORDINARY BUSINESSAS ORDINARY BUSINESS

1. To receive and adopt the audited Financial Statements for the financial year ended 31 December 2005 and the reports of the

Directors and Auditors thereon. (Ordinary Resolution 1)(Ordinary Resolution 1)(Ordinary Resolution 1)(Ordinary Resolution 1)(Ordinary Resolution 1)

2. To declare a first and final dividend for the year ended 31 December 2005. (Ordinary Resolution 2)(Ordinary Resolution 2)(Ordinary Resolution 2)(Ordinary Resolution 2)(Ordinary Resolution 2)

3. To re-elect the following Directors pursuant to:

a) Article 98 of the Company’s Articles of Association pertaining to Directors retiring by rotation:

i) Tan Sri Mohamed Hashim Ahmad Makaruddin (Ordinary Resolution 3)(Ordinary Resolution 3)(Ordinary Resolution 3)(Ordinary Resolution 3)(Ordinary Resolution 3)

ii) Dato’ Dr. Firdaus Haji Abdullah (Ordinary Resolution 4)(Ordinary Resolution 4)(Ordinary Resolution 4)(Ordinary Resolution 4)(Ordinary Resolution 4)

b) Section 129(6) of the Companies Act, 1965 pertaining to Directors of or over the age of seventy years:

i) Tan Sri Haji Husein Ahmad (Ordinary Resolution 5)(Ordinary Resolution 5)(Ordinary Resolution 5)(Ordinary Resolution 5)(Ordinary Resolution 5)

4. To approve the payment of Directors’ fees for the year ended 31 December 2005.

(Ordinary Resolution 6)(Ordinary Resolution 6)(Ordinary Resolution 6)(Ordinary Resolution 6)(Ordinary Resolution 6)

5. To re-appoint Messrs. Ernst & Young as Auditors of the Company, to hold office until the conclusion of the next Annual General

Meeting, at a remuneration to be determined by the Directors. (Ordinary Resolution 7)(Ordinary Resolution 7)(Ordinary Resolution 7)(Ordinary Resolution 7)(Ordinary Resolution 7)

AS SPECIAL BUSINESSAS SPECIAL BUSINESSAS SPECIAL BUSINESSAS SPECIAL BUSINESSAS SPECIAL BUSINESS

To consider and, if thought fit, to pass with or without any modifications, the following Resolutions:

ORDINARY RESOLUTIONSORDINARY RESOLUTIONSORDINARY RESOLUTIONSORDINARY RESOLUTIONSORDINARY RESOLUTIONS

Acquisition and Disposal of AssetsAcquisition and Disposal of AssetsAcquisition and Disposal of AssetsAcquisition and Disposal of AssetsAcquisition and Disposal of Assets

6. “THAT, pursuant to Section 132C of the Companies Act, 1965, and subject always to the approval of all the relevant regulatory

bodies being obtained, the Board of Directors be and are hereby authorised to acquire or dispose of assets on behalf of the

Company upon such terms and conditions and for such purposes as the Board of Directors may deem fit until the conclusion

of the next Annual General Meeting.” (Ordinary Resolution 8)(Ordinary Resolution 8)(Ordinary Resolution 8)(Ordinary Resolution 8)(Ordinary Resolution 8)

New Issue of SharesNew Issue of SharesNew Issue of SharesNew Issue of SharesNew Issue of Shares

7. “THAT, pursuant to Section 132D of the Companies Act, 1965, the Board of Directors be and are hereby authorised to issue

shares in the Company at any time until conclusion of the next Annual General Meeting and upon such terms and conditions

and for such purposes as the Board of Directors may, in their absolute discretion, deem fit provided that the aggregate

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number of shares to be issued does not exceed ten per centum (10%) of the issued share capital of the Company for the time

being, subject always to the approval of all the relevant regulatory bodies being obtained for such allotment and issue.”

(Ordinary Resolution 9)(Ordinary Resolution 9)(Ordinary Resolution 9)(Ordinary Resolution 9)(Ordinary Resolution 9)

SPECIAL RESOLUTIONSPECIAL RESOLUTIONSPECIAL RESOLUTIONSPECIAL RESOLUTIONSPECIAL RESOLUTION

Proposed Amendments to the Articles of AssociationProposed Amendments to the Articles of AssociationProposed Amendments to the Articles of AssociationProposed Amendments to the Articles of AssociationProposed Amendments to the Articles of Association

8. “THAT the following amendments to the existing Articles of Association of the Company be and are hereby approved:

(Special Resolution 1)(Special Resolution 1)(Special Resolution 1)(Special Resolution 1)(Special Resolution 1)

Article 2

The existing Article 2 be amended by deleting the definitions for ‘Central Depository’, ‘Depositor’, ‘the Directors’, ‘Record of

Depositors’ and ‘Stock Exchange’ and substituting in their place the following new definitions:

WordsWordsWordsWordsWords MeaningsMeaningsMeaningsMeaningsMeanings

Central Depository Bursa Malaysia Depository Sdn Bhd (165570-W) including any further change to its name;

Depositor A Holder of Securities Account as defined in the Central Depositories Act;

The Directors The Directors for the time being of the Company and includes Alternate Director;

Records of Depositors A record provided by Central Depository to the Company under Chapter 24.0 of the Rules;

The Stock Exchange Bursa Malaysia Securities Berhad (635998-W) including any further change to its name or any

other stock exchanges on which the shares of the Company are listed;

AND THAT all the references to the above definitions throughout the Articles of Association of the Company be changed

accordingly.”

9. To transact any other ordinary business of which due notice shall have been given.

FURTHER NOTICE IS HEREBY GIVEN THATFURTHER NOTICE IS HEREBY GIVEN THATFURTHER NOTICE IS HEREBY GIVEN THATFURTHER NOTICE IS HEREBY GIVEN THATFURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend this 38th

Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Article 58(e) of

the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a

General Meeting Record of Depositors as at 23 May 2006. Only a depositor whose name appears on the Record of Depositors as

at 23 May 2006 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.

By Order of the Board

SHARINA SAIDONSHARINA SAIDONSHARINA SAIDONSHARINA SAIDONSHARINA SAIDON

(LS 006127)

Company Secretary

Kuala Lumpur

8 May 2006

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GENERAL NOTES:GENERAL NOTES:GENERAL NOTES:GENERAL NOTES:GENERAL NOTES:

1.1.1.1.1. Appointment of ProxyAppointment of ProxyAppointment of ProxyAppointment of ProxyAppointment of Proxy

i) A member of the Company entitled to attend and vote at this meeting may appoint a proxy (or in a case of a corporation

to appoint a representative) to attend and vote in his stead. A proxy need not be a member of the Company.

ii) A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. Where a member

appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be

represented by each proxy.

iii) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in

writing or, if the appointor is a corporation, either under the common seal or under the hand of an officer or attorney duly

authorised.

iv) Where a member is an authorised nominee as defined under the Central Depositories Act, 1991, it may appoint at least

one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of

the said Securities Account.

v) To be valid the proxy form duly completed must be deposited at the Registrar’s Office, 20th Floor, Plaza Permata, Jalan

Kampar Off Jalan Tun Razak, 50400 Kuala Lumpur not less than forty eight (48) hours before the time for holding the

Meeting or any adjournment thereof.

2.2.2.2.2. Statement Accompanying Notice of Annual General Meeting of the CompanyStatement Accompanying Notice of Annual General Meeting of the CompanyStatement Accompanying Notice of Annual General Meeting of the CompanyStatement Accompanying Notice of Annual General Meeting of the CompanyStatement Accompanying Notice of Annual General Meeting of the Company

Additional information required under Appendix 8A of the Listing Requirements of the Bursa Malaysia Securities Berhad is set

out in the Statement Accompanying Notice of Annual General Meeting of the Company.

EXPLANATORY NOTES:EXPLANATORY NOTES:EXPLANATORY NOTES:EXPLANATORY NOTES:EXPLANATORY NOTES:

1.1.1.1.1. Ordinary Resolution 9Ordinary Resolution 9Ordinary Resolution 9Ordinary Resolution 9Ordinary Resolution 9

The proposed Ordinary Resolution 9, if passed, will empower the Directors of the Company to issue and allot shares in the

Company from time to time and for such purposes as the Directors consider would be in the best interest of the Company.

This authority will, unless revoked by the Company in general meeting, expire on the next Annual General Meeting of the

Company.

2.2.2.2.2. Special Resolution 1Special Resolution 1Special Resolution 1Special Resolution 1Special Resolution 1

The proposed Special Resolution 1, if passed, the existing Articles of Association of the Company will be updated to ensure

consistency with the provisions of the Listing Requirements of Bursa Malaysia Securities Berhad and other relevant statutory

and regulatory requirements, and are in line with the current practices.

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1. Names of Individuals who are standing for re-election at the Thirty Eighth Annual General Meeting of the Company are asNames of Individuals who are standing for re-election at the Thirty Eighth Annual General Meeting of the Company are asNames of Individuals who are standing for re-election at the Thirty Eighth Annual General Meeting of the Company are asNames of Individuals who are standing for re-election at the Thirty Eighth Annual General Meeting of the Company are asNames of Individuals who are standing for re-election at the Thirty Eighth Annual General Meeting of the Company are as

follows:follows:follows:follows:follows:

Pursuant to Article 89 of the Company’s Articles of Association

i) Tan Sri Mohamed Hashim Ahmad Makaruddin

ii) Dato’ Dr. Firdaus Haji Abdullah

Pursuant to Section 129(6) of the Companies Act, 1965

i) Tan Sri Haji Husein Ahmad

2. Details of attendance of Directors at Board MeetingsDetails of attendance of Directors at Board MeetingsDetails of attendance of Directors at Board MeetingsDetails of attendance of Directors at Board MeetingsDetails of attendance of Directors at Board Meetings

There were six (6) Board Meetings held during the financial year ended 31 December 2005. Details of attendance of Directors

are set out in the Statement on Corporate Governance appearing on page 24 to 28 of the Annual Report.

3. Place, Date and Time of the Board MeetingsPlace, Date and Time of the Board MeetingsPlace, Date and Time of the Board MeetingsPlace, Date and Time of the Board MeetingsPlace, Date and Time of the Board Meetings

All Board Meetings during the financial year ended 31 December 2005 were held at the Board Room, 46M, Jalan Lima Off

Jalan Chan Sow Lin, 55200 Kuala Lumpur.

TYPE OF MEETINGTYPE OF MEETINGTYPE OF MEETINGTYPE OF MEETINGTYPE OF MEETING DATEDATEDATEDATEDATE TIMETIMETIMETIMETIME

191stBoard of Directors Meeting 23 February 2005 11.00 a.m

192nd Board of Directors Meeting 18 May 2005 11.00 a.m

193rd Board of Directors Meeting 17 August 2005 11.00 a.m

194th Board of Directors Meeting 30 November 2005 11.00 a.m

Special Board of Directors Meeting 1/2005 13 April 2005 11.00 a.m

Special Board of Directors Meeting 2/2005 28 September 2005 10.00 a.m

4. Details of Directors who are standing for re-election are set out on pages 10 to 15 of this Annual Report.

STATEMENT ACCOMPANYINGNOTICE OF ANNUAL GENERALMEETING OF THE COMPANY(Pursuant to Paragraph 8.28(2) of the Listing Requirements of the Bursa Malaysia Securities Berhad)

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CONSOLIDATED INCOME STATEMENT

YEAR ENDED 31 DECEMBERYEAR ENDED 31 DECEMBERYEAR ENDED 31 DECEMBERYEAR ENDED 31 DECEMBERYEAR ENDED 31 DECEMBER

RM’000RM’000RM’000RM’000RM’000 20052005200520052005 20042004200420042004 20032003200320032003 20022002200220022002 20012001200120012001

Group Revenue 372,172372,172372,172372,172372,172 364,633 347,518 335,168 334,120

Group Profit/(Loss) Before Taxation 29,19529,19529,19529,19529,195 19,576 13,054 14,640 (44,114)

Taxation (7,819(7,819(7,819(7,819(7,819))))) (7,015) (4,514 ) (5,016) 1,313

Zakat (265(265(265(265(265))))) (200) (200 ) - -

Group Profit/(Loss) After Taxation 21,11121,11121,11121,11121,111 12,361 8,340 9,624 (42,801)

Minority Interest 214214214214214 135 50 (267) 1,167

Net Profit/(Loss) For The Year 21,32521,32521,32521,32521,325 12,496 8,390 9,357 (41,634)

Number of Share In Issue ('000) 109,224109,224109,224109,224109,224 109,224 109,216 77,373 77,373

Earnings/(Loss) Per Share (sen):

Basic 19.5219.5219.5219.5219.52 11.44 9.03 11.84 (53.81)

Diluted 19.4719.4719.4719.4719.47 11.44 9.01 11.34 -

Gross Dividend Per Share (sen) 2.502.502.502.502.50 2.50 2.00 2.50 -

FIVE YEARGROUP FINANCIALHIGHLIGHTS

GROUP REVENUERM’000

GROUP PROFIT/(LOSS)BEFORE TAXATIONRM’000

BASIC EARNINGS/(LOSS)PER SHARESEN

01

02

03

04

05

334,120

335,168

347,518

364,633

372,172

01

02

03

04

05

14,640

(44,114)

13,054

19,576

29,195

01

02

03

04

05

(53.81)

9.03

11.84

11.44

19.52

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CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBERAS AT 31 DECEMBERAS AT 31 DECEMBERAS AT 31 DECEMBERAS AT 31 DECEMBER

RM’000RM’000RM’000RM’000RM’000 20052005200520052005 20042004200420042004 20032003200320032003 20022002200220022002 20012001200120012001

Share Capital 109,224109,224109,224109,224109,224 109,224 109,216 77,373 77,373

Reserves 116,986116,986116,986116,986116,986 97,086 86,142 42,113 32,586

Shareholders’ Equity 226,210226,210226,210226,210226,210 206,310 195,358 119,486 109,959

Minority Interest 1,3511,3511,3511,3511,351 1,565 1,721 1,771 1,553

Non-Current Liabilities 125,565125,565125,565125,565125,565 78,985 90,863 134,304 134,208

353,126353,126353,126353,126353,126 286,860 287,942 255,561 245,720

Non-Current Assets 241,950241,950241,950241,950241,950 227,280 246,214 243,026 254,209

Intangible Assets ----- - - 100 200

Current Assets 266,756266,756266,756266,756266,756 247,649 178,332 158,714 142,632

Total Assets 508,706508,706508,706508,706508,706 474,929 424,546 401,840 397,041

Current Liabilities (155,580(155,580(155,580(155,580(155,580))))) (188,069) (136,604) (146,279) (151,321)

353,126353,126353,126353,126353,126 286,860 287,942 255,561 245,720

Net Tangible Asset Per Share (RM) 2.072.072.072.072.07 1.89 1.79 1.54 1.42

RM

SHAREHOLDERS’ EQUITYNET TANGIBLE ASSETPER SHARE RM’000

TOTAL ASSETSRM’000

01

02

03

04

05

1.42

1.54

1.79

1.89

2.07

01

02

03

04

05

109,959

119,486

195,358

206,310

226,210

01

02

03

04

05

397,041

401,840

424,546

474,929

508,706

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PROFILE OFTHE BOARDOF DIRECTORS

Tan Sri Mohamed Hashim Ahmad Makaruddin(Executive Chairman)

(56 years of age – Malaysian)

Non-Independent Executive Director. He was appointed to the Board and assumed the

position of the Executive Chairman of Utusan Melayu (Malaysia) Berhad with effect

from 1 January 2004. Graduated with a Bachelor of Humanities (Mass Communications),

University of Science, Malaysia and a Certificate in Journalism, Wellington Polytechnic,

New Zealand. Formerly was the Editor-in-Chief of the Malaysian National News Agency

(BERNAMA) and has held various positions in the government sector such as the Adviser

to the National Economic Action Council Communication Team, Press Secretary to the

Minister of Finance and as the Special Assistant to the then Prime Minister of Malaysia.

Encik Mohd Nasir Ali(Group Executive Director)


Non-Independent Executive Director. Joined the Board of Utusan Melayu (Malaysia)

Berhad on 2 October 2000 and is a member of the Audit Committee. Holds a Bachelor

of Economics (Honours) from the University of Malaya and Masters of Science (Finance)

from the University of Strathclyde, United Kingdom. Holds directorship in subsidiaries

and associate companies of Kumpulan Utusan namely Utusan Media Sales Sdn Bhd,

Utusan Karya Sdn Bhd, Utusan Publications & Distributors Sdn Bhd, UPD Sdn Bhd and

Swan Malaysia Sdn Bhd and a public listed company, Kuala Lumpur City Corporation

Berhad.

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Datuk Mohd Khalid Mohd(Group Editor-in-Chief)


Non-Independent Executive Director. Appointed to the Board of Utusan Melayu

(Malaysia) Berhad on 5 September 2001. Has been the Group Editor-in-Chief of

Utusan Melayu (Malaysia) Berhad since July 1998. Joined Utusan Melayu (Malaysia)

Berhad in 1976 and served in various capacities prior to his present post. Holds a

Bachelor of Science (Honours) in Political Science/Journalism, Boston University and

attended a Journalism Fellowship Programme at the University of Michigan in Ann

Arbor, U.S.A in 1988. Does not have any other directorships of public companies.

Tan Sri Haji Husein Ahmad


Senior Independent Non-Executive Director. Appointed to the Board of Utusan Melayu

(Malaysia) Berhad on 16 August 1993. Was the Deputy Chief Minister of Kelantan

and the Deputy Minister of Housing Ministry. Previously served as Chairman of Syarikat

Kenderaan Melayu Kelantan. Chairman of the Nomination Committee and a member

of the Remuneration Committee of the Board. Current directorship of public companies

includes Astral Asia Berhad.

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Datuk Ruhanie Haji Ahmad


Independent Non-Executive Director. Appointed to the Board of Utusan Melayu

(Malaysia) Berhad on 28 August 1989. Holds a Diploma in Public Administration from

University Technology MARA and underwent a two-year journalism course in the United

Kingdom. Chairman of the Remuneration Committee and a member of the Nomination

Committee of the Board. Current directorships of public companies include Concrete

Engineering Products Berhad.

Dato’ Dr. Firdaus Haji Abdullah


Independent Non-Executive Director. Joined the Board of Utusan Melayu (Malaysia)

Berhad on 1 August 2001. Appointed the Director-General of Dewan Bahasa and Pustaka

with effect from 3 May 2005. Graduated with a B.A. in Political Science and Journalism,

Northern Illinois University, M.A. in International Affairs and Communication, Ohio

University and Ph.D. in Comparative Politics, Columbia University, United States of

America. Formerly was a Deputy Vice Chancellor (Student Affairs), University of Malaya

and Dean, Faculty of Economics and Administration, University of Malaya. Does not

have any other directorships of public companies.

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Dato’ Ab Halim Mohyiddin


Independent Non-Executive Director. Appointed to the Board of Utusan Melayu

(Malaysia) Berhad on 3 October 2001. Graduated with a Bachelor of Economics

(Accounting), University of Malaya in 1971 and a Masters in Business Administration,

University of Alberta, Canada in 1973. Was a Faculty Member of the Faculty of

Economics, National University of Malaysia from 1973 to 1977. A Partner of KPMG

Malaysia from 1985 until his retirement in 2001. Chairman of the Audit Committee

and a member of the Remuneration Committee of the Board. Current directorships of

public companies include HeiTech Padu Berhad, Arab-Malaysian Corporation Berhad,

Idris Hydraulic (Malaysia) Berhad, Amway (Malaysia) Holdings Berhad, KNM Group

Berhad, Idaman Unggul Berhad and Digi.Com Berhad.

Dato’ Ismail Yusof


Non-Independent Non-Executive Director. Joined the Board of Utusan Melayu

(Malaysia) Berhad on 15 January 2004. Graduated with a Bachelor of Arts (Honours),

University of Malaya. Held several posts in the government sector from 1967 to 1991.

Currently a member of the Board of Trustees and is the Executive Vice-Chairman

cum Chief Executive Officer of the Albukhary Foundation. Current directorship of

public companies include South Malaysia Industries Berhad, MINHO (M) Berhad,

Mercury Industries Berhad and BCB Berhad.

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Encik Kamal Khalid


Independent Non-Executive Director. Joined the Board of Utusan Melayu (Malaysia)

Berhad on 16 June 2004. Graduated with a Bachelor of Laws (Honours), University of

Nottingham, United Kingdom. Formerly was the Special Assistant to the then Deputy

Prime Minister and held various positions in the corporate sector such as International

Affairs Manager, Bursa Malaysia Berhad and Assistant Manager, Group Finance,

Southern Bank Berhad. Currently is the Head of Communications Unit of the Prime

Minister’s Office. Does not have any other directorships of public companies.

Cik Sharina SaidonCompany Secretary

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Other Information of Directorsi)i)i)i)i) Family RelationshipFamily RelationshipFamily RelationshipFamily RelationshipFamily Relationship

None of the Directors have any family relationship with each other and/or major shareholders of the Company.

ii)ii)ii)ii)ii) Conflict of InterestConflict of InterestConflict of InterestConflict of InterestConflict of Interest

None of the Directors have any personal interest in any business arrangement with the Company.

iii)iii)iii)iii)iii) List of Convictions for OffencesList of Convictions for OffencesList of Convictions for OffencesList of Convictions for OffencesList of Convictions for Offences

None of the Directors have been convicted for any offences (other than traffic offences) within the past ten (10) years.

iv)iv)iv)iv)iv) Attendance of Directors at Board MeetingsAttendance of Directors at Board MeetingsAttendance of Directors at Board MeetingsAttendance of Directors at Board MeetingsAttendance of Directors at Board Meetings

There were six (6) Board Meetings held during the financial year ended 31 December 2005. Details of attendance of the

Directors at Board Meetings are as follows:

DIRECTORDIRECTORDIRECTORDIRECTORDIRECTOR ATTENDANCEATTENDANCEATTENDANCEATTENDANCEATTENDANCE

Tan Sri Mohamed Hashim Ahmad Makaruddin 6/6

Encik Mohd Nasir Ali 6/6

Datuk Mohd Khalid Mohd 6/6

Tan Sri Haji Husein Ahmad 6/6

Datuk Ruhanie Haji Ahmad 6/6

Dato’ Dr. Firdaus Haji Abdullah 6/6

Dato’ Ab Halim Mohyiddin 6/6

Dato’ Ismail Yusof 6/6

Encik Kamal Khalid 4/6

v)v)v)v)v) Securities Holdings in the Company and its SubsidiariesSecurities Holdings in the Company and its SubsidiariesSecurities Holdings in the Company and its SubsidiariesSecurities Holdings in the Company and its SubsidiariesSecurities Holdings in the Company and its Subsidiaries

The Directors’ shareholdings, etc are disclosed on page 112 of this Annual Report.

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BOARD OF DIRECTORSTAN SRI MOHAMED HASHIM AHMAD MAKARUDDIN

Executive ChairmanExecutive ChairmanExecutive ChairmanExecutive ChairmanExecutive Chairman

ENCIK MOHD NASIR ALI

Group Executive DirectorGroup Executive DirectorGroup Executive DirectorGroup Executive DirectorGroup Executive Director

DATUK MOHD KHALID MOHD

Group Editor-in-ChiefGroup Editor-in-ChiefGroup Editor-in-ChiefGroup Editor-in-ChiefGroup Editor-in-Chief

TAN SRI HAJI HUSEIN AHMAD

Senior Independent Non-Executive DirectorSenior Independent Non-Executive DirectorSenior Independent Non-Executive DirectorSenior Independent Non-Executive DirectorSenior Independent Non-Executive Director

DATUK RUHANIE HAJI AHMAD

Independent Non-Executive DirectorIndependent Non-Executive DirectorIndependent Non-Executive DirectorIndependent Non-Executive DirectorIndependent Non-Executive Director

CORPORATEINFORMATION

DATO’ DR. FIRDAUS HAJI ABDULLAH


DATO’ AB HALIM MOHYIDDIN


DATO’ ISMAIL YUSOF

Non-Independent Non-Executive DirectorNon-Independent Non-Executive DirectorNon-Independent Non-Executive DirectorNon-Independent Non-Executive DirectorNon-Independent Non-Executive Director

ENCIK KAMAL KHALID


COMPANY SECRETARYCik Sharina Saidon

REGISTERED OFFICE46M, Jalan Lima

Off Jalan Chan Sow Lin

55200 Kuala Lumpur

Tel : 03-92217055

Fax : 03-92229784

SHARE REGISTRARTenaga Koperat Sdn Bhd

20th Floor , Plaza Permata

Jalan Kampar

Off Jalan Tun Razak

50400 Kuala Lumpur

Tel : 03-40416522

Fax : 03-40426352

AUDITORSErnst & Young

Level 23A, Menara Milenium

Jalan Damanlela

Pusat Bandar Damansara

Damansara Heights

50490 Kuala Lumpur

PRINCIPAL BANKERSMalayan Banking Berhad

Bank Muamalat Malaysia Berhad

RHB Bank Berhad

STOCK EXCHANGE LISTINGMain Board of the Bursa Malaysia Securities Berhad

(16 August 1994)

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MANAGEMENT ANDHEADS OF DEPARTMENT

Tan Sri Mohamed Hashim Ahmad MakaruddinExecutive ChairmanExecutive ChairmanExecutive ChairmanExecutive ChairmanExecutive Chairman

Encik Mohd Nasir AliGroup Executive DirectorGroup Executive DirectorGroup Executive DirectorGroup Executive DirectorGroup Executive Director

Datuk Mohd Khalid MohdGroup Editor-in-ChiefGroup Editor-in-ChiefGroup Editor-in-ChiefGroup Editor-in-ChiefGroup Editor-in-Chief

Tuan Haji Hamzah Md SidekDeputy Group Editor-in-ChiefDeputy Group Editor-in-ChiefDeputy Group Editor-in-ChiefDeputy Group Editor-in-ChiefDeputy Group Editor-in-Chief

Cik W. Nor Asmah W. IsmailChief Financial OfficerChief Financial OfficerChief Financial OfficerChief Financial OfficerChief Financial Officer

Dr. Ahmad Hairi Abu BakarChief Technology OfficerChief Technology OfficerChief Technology OfficerChief Technology OfficerChief Technology Officer

Cik Roselina JohariGroup Manager, PublishingGroup Manager, PublishingGroup Manager, PublishingGroup Manager, PublishingGroup Manager, Publishing

Encik Adi Satria AhmadGroup Manager, AdvertisingGroup Manager, AdvertisingGroup Manager, AdvertisingGroup Manager, AdvertisingGroup Manager, Advertising

Encik Che Mat Abd GhaniGroup Manager, Procurement andGroup Manager, Procurement andGroup Manager, Procurement andGroup Manager, Procurement andGroup Manager, Procurement andAdministrationAdministrationAdministrationAdministrationAdministration

Cik Sharina SaidonCompany Secretary/SeniorCompany Secretary/SeniorCompany Secretary/SeniorCompany Secretary/SeniorCompany Secretary/SeniorManager, LegalManager, LegalManager, LegalManager, LegalManager, Legal

Encik Jamal Khail Mohd IsaGeneral Manager, ProductionGeneral Manager, ProductionGeneral Manager, ProductionGeneral Manager, ProductionGeneral Manager, Production

Encik Zulkafli BakarGeneral Manager, Marketing/CirculationGeneral Manager, Marketing/CirculationGeneral Manager, Marketing/CirculationGeneral Manager, Marketing/CirculationGeneral Manager, Marketing/Circulation

Ir. Ahmad Hilmi HashimGeneral Manager, Property ServicesGeneral Manager, Property ServicesGeneral Manager, Property ServicesGeneral Manager, Property ServicesGeneral Manager, Property Services

Encik Mohd Nazlan OsmanSenior Manager, Human ResourceSenior Manager, Human ResourceSenior Manager, Human ResourceSenior Manager, Human ResourceSenior Manager, Human Resource

Encik Fareed Abdul GhaniSenior Manager, Corporate ServicesSenior Manager, Corporate ServicesSenior Manager, Corporate ServicesSenior Manager, Corporate ServicesSenior Manager, Corporate Servicesand Risk Managementand Risk Managementand Risk Managementand Risk Managementand Risk Management

Encik Abdul Kadir MansuriManager, Credit ControlManager, Credit ControlManager, Credit ControlManager, Credit ControlManager, Credit Control

Puan Maimunah Abd RashidManager, Editorial DepartmentManager, Editorial DepartmentManager, Editorial DepartmentManager, Editorial DepartmentManager, Editorial Department

Puan Sabrina YonManager, CorporateManager, CorporateManager, CorporateManager, CorporateManager, CorporateCommunicationsCommunicationsCommunicationsCommunicationsCommunications

Puan Faridah HashimManager, Internal AuditManager, Internal AuditManager, Internal AuditManager, Internal AuditManager, Internal Audit

Puan Fouziah Abd RahimHead, Information CentreHead, Information CentreHead, Information CentreHead, Information CentreHead, Information Centre

Tuan Syed Agil Syed JaafarHead, Photography UnitHead, Photography UnitHead, Photography UnitHead, Photography UnitHead, Photography Unit

Standing from leftStanding from leftStanding from leftStanding from leftStanding from left: Encik Zulkafli Bakar, Encik Mohd Nazlan Osman, Encik Adi Satria Ahmad, Cik Roselina Johari, Dr. Ahmad HairiAbu Bakar, Encik Che Mat Abd Ghani, Encik Jamal Khail Mohd Isa, Ir. Ahmad Hilmi Hashim

Seated from leftSeated from leftSeated from leftSeated from leftSeated from left: Cik W. Nor Asmah W. Ismail, Encik Mohd Nasir Ali, Tan Sri Mohamed Hashim Ahmad Makaruddin, Tuan HajiHamzah Md Sidek, Cik Sharina Saidon

Not in the picture:Not in the picture:Not in the picture:Not in the picture:Not in the picture: Datuk Mohd Khalid Mohd

SENIOR MANAGEMENT

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This statement is prepared as required by the Listing Requirements of the Bursa Malaysia Securities Berhad.

The directors are required to prepare financial statements which give a true and fair view of the state of affairs of the Group and the

Company as at the end of each financial year and of their results and their cash flows for that year then ended.

The directors consider that in preparing the financial statements:

• the Group and the Company have used appropriate accounting policies and are consistently applied;

• reasonable and prudent judgements and estimates were made; and

• all applicable approved accounting standards in Malaysia have been followed.

The directors are responsible for ensuring that the Company maintains accounting records that disclose with reasonable accuracy

the financial position of the Group and the Company, and which enable them to ensure that the financial statements comply with

the Companies Act, 1965.

The directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of

the Group, and to prevent and detect fraud and other irregularities.

STATEMENT OFDIRECTORS’RESPONSIBILITYin Relation to the Financial Statements

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OBJECTIVESThe Audit Committee (‘Committee’) has been formed with the

following objectives in view:

a) ensure openness, integrity and accountability in the Group’s

activities so as to safeguard the rights and interest of the

shareholders.

b) provide assistance to the Board in fulfilling its fiduciary

responsibilities as they relate to the Group’s management

and internal controls, accounting policies and financial

reporting.

c) improve the Group’s business efficiency, the quality of the

accounting and audit functions and strengthening the

public’s confidence in the Group’s reported results.

d) provide by way of regular meetings, a direct line of

communication between the Board and the External and

Internal Auditors.

e) enhance the independence of the external and internal audit

functions.

f) create a climate of discipline and control that will reduce

the opportunity for fraud.

MEMBERSHIPThe members of the Committee shall be appointed by the Board

of Directors of Utusan Melayu (Malaysia) Berhad from amongst

their number and shall comprise not less than three (3) members

of whom a majority shall not be:

a) Executive Directors of Utusan Melayu (Malaysia) Berhad,

or any related corporation.

b) a spouse, parent, brother, sister, son, adopted son or

daughter of an Executive Director of Utusan Melayu

(Malaysia) Berhad or any related corporation.

c) a person having a relationship that in the opinion of the

Board of Directors, would interfere with the exercise of

independent judgement of the Committee.

and at least one of whom shall be a member of the Malaysian

Inst i tute of Accountants or one of the associat ions of

accountants as specified in Part II of the 1st Schedule of the

Accountants Act, 1967.

The Chairman of the Committee shall be appointed by the

Committee from amongst them who is not an Executive Director

or employee of Utusan Melayu (Malaysia) Berhad or any related

corporation.

AUTHORITYThe Committee is authorised by the Board of Directors to:

a) investigate any activity within its terms of reference.

b) seek any information it requires from any employee and all

employees are directed to co-operate with any request made

by the Committee.

c) obtain external legal or other independent professional

advice and to secure the attendance of outsiders with

relevant experience and expertise if it deems fit.

MEMBERSDato’ Ab Halim Mohyiddin Dato’ Ab Halim Mohyiddin Dato’ Ab Halim Mohyiddin Dato’ Ab Halim Mohyiddin Dato’ Ab Halim Mohyiddin ----- Chairman Chairman Chairman Chairman Chairman

Independent Non-Executive Director and a

member of the Malaysian Institute of Accountants

Encik Mohd Nasir AliEncik Mohd Nasir AliEncik Mohd Nasir AliEncik Mohd Nasir AliEncik Mohd Nasir Ali

Non-Independent Executive Director

Encik Kamal KhalidEncik Kamal KhalidEncik Kamal KhalidEncik Kamal KhalidEncik Kamal Khalid

Independent Non-Executive Director

AUDITCOMMITTEEREPORT

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AUDITCOMMITTEEREPORT

FUNCTIONS AND DUTIESThe duties of the Committee shall be:

a) to consider and recommend the appointment of the External

Auditors, the audit fee, and any questions of resignation or

dismissal.

b) to discuss with the External Auditors before the audit

commences, the nature and scope of the audit, and ensure

co-ordination where more than one audit firm is involved.

c) to review the quarterly and annual financial statements

before submission to the Board, focusing particularly on:

- any changes in accounting policies and practices

- major judgemental areas

- significant adjustments resulting from the audit

- the going concern assumption

- compliance with stock exchange and legal requirements

d) to discuss problems and reservations arising from the

statutory audits, and any matters the Auditor may wish to

discuss (in the absence of Management or Group Executive

Director where/when necessary).

e) to keep under review the effectiveness of internal control

systems and in particular review the External Auditors’

Management Letter and Management’s response.

f) to review the adequacy of the scope, functions and

resources of the internal audit function, and that it has the

necessary authority to carry out its work.

g) to review the internal audit programme and results of the

internal audit process and where necessary ensure that

appropriate action is taken on the recommendations of the

internal audit function.

h) to approve the appointment of the head of the Internal Audit

Department.

i) to review any appraisal or assessment of the performance

of members of the internal audit function.

j) to approve any appointment or termination of senior staff

members of the internal audit function.

k) to inform itself of resignations of internal audit staff members

and provide the resigning staff member an opportunity to

submit his reason for resigning.

l) to review any related party transactions within the Company

or Group and any other major transactions outside the

normal course of business of the Company and Group.

m) to approve the Group Internal Audit Charter and ensure that

the internal audit function is adequately resourced and has

appropriate standing in the Group.

n) to review and ensure the co-ordination of audit approach

between the External and Internal Auditors.

o) to consider other topics as deemed fit.

MEETINGSa) Meetings shall be held not less than four (4) times a year,

with due notice of issues to be discussed and should record

its conclusion in discharging its duties and responsibilities.

b) The quorum for a meeting of the Committee shall be two

(2) members. In the absence of the Chairman, the members

present shall elect a Chairman for the meeting from amongst

the members present.

c) The meetings of the Committee shall be governed by the

provisions contained in the Memorandum and Articles of

Association of Utusan Melayu (Malaysia) Berhad for

regulating the meetings and proceedings of Directors.

d) Directors of the Board who are not members of the

Committee may also attend the meetings of the Committee,

but they shall not have any voting rights.

e) In addition to the Committee members, the Chief Financial

Officer and Head of Internal Audit are invited for attendance

at each meeting. The Head of departments/subsidiaries of

the Group and their Management team will attend when

audit reports on their departments/subsidiaries of the Group

are tabled for discussion.

f) The Committee shall meet the External Auditors at least twice

a year. At least once a year the Committee shall meet the

External Auditors without the Management or the Executive

Directors present.

g) The Company Secretary shall be appointed as the Secretary

of the Committee who shall circulate the minutes of meeting

of the Committee to all members of the Board.

ATTENDANCE AT MEETINGSA total of seven (7) meetings were held during the financial

year ended 31 December 2005. The details of attendance of

the Committee members are as follows:

NAMENAMENAMENAMENAME ATTENDANCE OF MEETINGSATTENDANCE OF MEETINGSATTENDANCE OF MEETINGSATTENDANCE OF MEETINGSATTENDANCE OF MEETINGS




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SUMMARY OF ACTIVITIES OF THE COMMITTEEThe following activities were performed by the Audit Committee

during the financial year ended 31 December 2005:

a) Reviewed with the External Auditors their audit plan, strategy

and scope of the statutory audits of the Group accounts for

the financial year ended 31 December 2005;

b) Reviewed with the External Auditors the result and issues

arising from their audit of the year-end financial statements

and their resolutions of such issues highlighted in their report

to the Committee;

c) Reviewed the performance and independence of the

External Auditors before recommending to the Board their

re-appointment and remuneration;

d) Reviewed with the Internal Audit their audit plan for the

financial year ended 31 December 2005 and ensuring the

principal risk areas (identified by the Risk Management

framework) are adequately identified and covered in the

plan;

e) Reviewed the various Internal Audit reports and appraised

the adequacy and effectiveness of Management responses

thereto and ensuring significant findings are adequately

addressed by Management on a timely basis;

f) Reviewed the quarterly results and the audited financial

statements of the Group with the Chief Financial Officer

and the External Auditors before recommending to the Board

for their approval and its announcement. Any significant

issues resulting from the audit of the financial statements

by the External Auditors were noted and deliberated by the

Committee;

g) The Committee, upon conclusion of each meeting,

recommended to the Management of the Group to improve

on the internal controls, procedures and system of the Group

where deemed appropriate.

GROUP INTERNAL AUDIT DEPARTMENTThe Group Internal Audit Department is responsible to undertake

regular and systematic review of the systems of controls so as

to provide reasonable assurance that such systems continue to

operate satisfactorily and effectively in the Company and the

Group. The Department is also responsible for the conduct of

regular and systematic reviews of environmental, safety and

health issues in the Company and the Group.

Throughout the financial year under review, the Group Internal

Audit Department conducted operational and information

system audit assignments and fo llow up audit on the

departments and subsidiaries of the Group in accordance to

the Annual Audit Plan or as special ad-hoc audi t at

Management’s request.

The resulting reports of audits undertaken were presented to

the Audit Committee and forwarded to the Management’s

concerned for their attention and necessary actions on reported

weaknesses and lapses.

The Management is responsible for ensuring that corrective

actions on reported weaknesses/deficiencies as recommended

are taken within the required time frame. The Management is

also responsible for ensuring that a written report on action

planned or completed is sent to the Chairman of the Audit

Committee and the Head of Internal Audit.

The Group Internal Audit Department has progressively reviewed

the audit manuals and programmes, the Corporate Manuals and

the Statement of Internal Control for the respective departments

and subsidiaries of the Group as well as participating in new

and/or enhancement of the Group’s system computerization

projects.

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Board’s ResponsibilitiesThe Board of Directors (‘Board’) acknowledges its overall responsibility for the Group’s system of internal control and for reviewing

its adequacy and integrity in order to safeguard the Group’s assets and shareholders’ investments.

The system is designed to manage rather than eliminate the risk of failure to achieve the business objectives of the Group.

It can therefore only provide reasonable and not absolute assurance against material misstatement or loss.

The Board and Audit Committee are informed of all issues pertaining to internal controls and regulatory compliance.

The effectiveness of the internal control system is reviewed regularly by the Board and the Audit Committee, which receive reports

of reviews undertaken by the Group Internal Audit Department.

The independent Internal Audit function provides assurance to the Audit Committee through the execution of internal audit exercises

based on an approved risk-based internal audit plan. Findings arising from these exercises are presented, together with

Management’s response and proposed action plans to the Audit Committee for its review.

Risk Management FrameworkThe Board recognises that one of the key elements of a sound internal control is the management of risks associated with the

Group’s business. The Corporate Services & Risk Management Department (‘CSRMD’) has been entrusted to assist the Board in

managing the risks within the Group. The CSRMD reports directly to the Group Executive Director and its major roles pertaining to

risk management are to:

• be a central platform, whereby risks throughout the Group can be viewed on an enterprise-wide basis;

• standardise the risk measurement methodology in order to enable comparability;

• act as a central resource for evaluating risks to assist management, business and operating units;

• recommend means to control or minimise risks; and

• facilitate each department and subsidiary within the Group in the process of identifying, evaluating, managing and monitoring

risks.

One of the key elements of the Group’s risk management framework is the establishment of a Risk Management Committee

headed by the Executive Chairman and comprising key management personnel from the relevant business and support functions.

The committee is entrusted with the responsibility of assisting the Board in overseeing the company’s risk management practices

throughout the Group. The Committee review and recommend overall risk management policies and processes and monitor

significant risks through review of risks profile and its mitigation plans.

The Board approved the Group’s Risk Management Policy. The policy outlines the role of the Board, the management and the

staff of the Group pertaining to risk management.

STATEMENT OFINTERNAL CONTROL

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The Group Internal Audit Department conducts independent risk-based audits to ensure that the system of internal controls

established to mitigate the risks is effective and operating satisfactorily.

Other Key Elements of the Group’s Internal Control SystemApart from the management of risks, the other key elements of the Group’s internal control system are:

• each of the department and subsidiary of the Group is required to have its own Corporate Manual that clearly spells out among

others; operational structure with defined lines of responsibility and delegation of authority, financial limits and approving authority

of various transactions. The Internal Audit Department also performs an independent review on the adequacy of internal controls

established in the Corporate Manual;

• formation of various committees at the management level to review and make business decisions regarding major expenditure

areas;

• there is an annual budgeting process for each area of business and approval of the annual budget by the Board; and

• the Executive Directors provide the Board with quarterly financial information. These include amongst others, the monitoring of

results against budget, with major variances being followed up and management action taken, where necessary.

Statement made in accordance with the resolution of the Board of Directors dated 12 April 2006.

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IntroductionThe Board is pleased to disclose the manner in which the Group has applied the Principles and Best Practices of good governance

as set out in the Malaysian Code on Corporate Governance (‘the Code’) throughout the twelve (12) months ended 31 December

2005.

1. The Board of Directors1.11.11.11.11.1 CompositionCompositionCompositionCompositionComposition

The Board comprises nine (9) members, of whom three (3) Executive Directors (including the Chairman), four (4)

Independent Non-Executive Directors, one (1) Senior Independent Non-Executive Director and one (1) Non-Independent

Non-Executive Director. The Board considers the current number of Directors and the mix of experience and expertise

of the present members are sufficient to provide direction and guidance to the management of the Company.

The presence of a majority Independent Non-Executive Directors, who are qualified and experienced, would contribute

effectively towards achieving the main tasks of the Board. They will also provide the necessary checks and balances to

ensure that the interests of minority shareholders and general public are given due consideration in the decision-making

process. Tan Sri Haji Husein Ahmad is the Senior Independent Non-Executive Director to whom the concerns may be

conveyed.

Notwithstanding the Chairman of the Board holds an executive position as the Group Executive Director (‘GED’), the

Board is of the opinion that the independence and the balance of power between the top management of the Company

is still appropriately preserved. This is because the power and authority of the Chairman and the GED are subject to the

control and scrutiny of the Board, the majority of whom are Non-Executive Directors.

1.21.21.21.21.2 Duties and ResponsibilitiesDuties and ResponsibilitiesDuties and ResponsibilitiesDuties and ResponsibilitiesDuties and Responsibilities

While delegating the day-to-day conduct of the Company’s business to the full time employees of the Company, the

Board is ultimately responsible for the overall performance of the Company.

The principal duties and responsibilities of the Board are:

• formulating the business direction and objectives of the Group;

• reviewing, adopting and approving the Group’s annual budgets, strategic plans, key operational initiatives, major

investments and funding decision;

• overseeing the conduct of business of the Group;

• reviewing the adequacy and integrity of internal control systems and management information system to ensure

compliance with relevant laws, rules, regulations, directives and guidelines;

• assuming its responsibility in succession planning within the Group.

STATEMENT ONCORPORATEGOVERNANCE

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1.31.31.31.31.3 Board MeetingsBoard MeetingsBoard MeetingsBoard MeetingsBoard Meetings

The Board met six (6) times for the financial year ended 31 December 2005. The Board members receive documents

on matters requiring its consideration prior to and in advance with detailed management reports, proposal papers and

supporting documents for Board meetings. Senior management and advisers are invited to attend Board meetings,

where necessary, to provide additional information and insights on the relevant agenda items tabled at Board meetings.

Details of each Director’s attendance for the financial year ended 31 December 2005 are as follows:

NAME OF DIRECTORNAME OF DIRECTORNAME OF DIRECTORNAME OF DIRECTORNAME OF DIRECTOR ATTENDANCEATTENDANCEATTENDANCEATTENDANCEATTENDANCE

Tan Sri Mohamed Hashim Ahmad Makaruddin 6/6


Datuk Mohd Khalid Mohd 6/6



Dato’ Dr. Firdaus Haji Abdullah 6/6


Dato’ Ismail Yusof 6/6


1.41.41.41.41.4 Access to InformationAccess to InformationAccess to InformationAccess to InformationAccess to Information

The Directors have full access to information pertaining to the Group’s business and affairs from all levels of senior

executive within the Group except certain information which are restricted by law. Every Director has unrestricted

access to the advice and services of the Company Secretary, whose role includes ensuring that Board procedures,

applicable rules and regulations are complied with.

Directors are also encouraged to seek external independent professional advice where necessary, to assist them in

making well-informed decision whether as a full Board or in their individual capacity, at the Company’s expense.

1.51.51.51.51.5 Appointment and Re-election of DirectorsAppointment and Re-election of DirectorsAppointment and Re-election of DirectorsAppointment and Re-election of DirectorsAppointment and Re-election of Directors

Appointment of new Board members are recommended by the Nomination Committee for the Board’s approval.

On appointment, Directors are advised of their legal and statutory responsibilities. They are regularly being updated on

any changes of such responsibilities and constantly reminded of their obligations.

In accordance with Article 98 of the Articles of Association of the Company, one-third or nearest to one-third of the

Directors shall retire from office at each Annual General Meeting (“AGM”) and be eligible to offer themselves for re-

election. This means that every Director will stand for re-election at least once in every three (3) years. Directors who

are appointed by the Board of Directors during the year are subject to retirement and re-election at the next AGM held

following their appointment.

Details of the Directors seeking re-election at the forthcoming AGM of the Company are disclosed in the Statement

Accompanying Notice of AGM on page 5 of this Annual Report.

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1.61.61.61.61.6 Directors’ TrainingDirectors’ TrainingDirectors’ TrainingDirectors’ TrainingDirectors’ Training

Directors undergo continuous training as prescribed by Bursa Malaysia to equip themselves to effectively discharge their

duties as Directors. For the financial year ended 31 December 2005, six (6) out of seven (7) Directors have fulfilled their

Continuing Education Programmes (‘CEP’) points requirements whilst the other two (2) Directors were exempted. All

Directors have attended the Mandatory Accreditation Programme.

The Directors and management attended the following CEP training programme conducted by Bursatra Sdn Bhd:

• Adopting Risk Management System Framework.

• Understanding Key Performance Indicators.

• Management Succession Planning.

1.71.71.71.71.7 Board CommitteesBoard CommitteesBoard CommitteesBoard CommitteesBoard Committees

The following Board Committees have been established to assist the Board in the execution of its responsibilities:

(a)(a)(a)(a)(a) Audit CommitteeAudit CommitteeAudit CommitteeAudit CommitteeAudit Committee

The composition of the Audit Committee and its terms of reference together with the Report of Audit Committee are

presented on pages 19 to 21 of this Annual Report.

(b)(b)(b)(b)(b) Nomination CommitteeNomination CommitteeNomination CommitteeNomination CommitteeNomination Committee

The Nomination Committee reviewed the existing mix of skills and experience of the Board and recommended to

the Board for the appointments of new Directors, assess and review the effectiveness of each existing Director, the

Board as a whole and the committees of the Board on an on-going basis.

The members of this Committee comprises Independent Non-Executive Directors and the details of the meeting

held during the financial year ended 31 December 2005 are as follows:

MEMBERSMEMBERSMEMBERSMEMBERSMEMBERS NUMBER OF MEETING (ATTENDED/HELD)NUMBER OF MEETING (ATTENDED/HELD)NUMBER OF MEETING (ATTENDED/HELD)NUMBER OF MEETING (ATTENDED/HELD)NUMBER OF MEETING (ATTENDED/HELD)

Tan Sri Haji Husein Ahmad (Chairman) 1/1


(c)(c)(c)(c)(c) Remuneration CommitteeRemuneration CommitteeRemuneration CommitteeRemuneration CommitteeRemuneration Committee

The Remuneration Committee reviewed and considered the policy on remuneration of Executive Directors and

remuneration policy for Non-Executive Directors before tabling the same to the Board for decisions.

The Committee reviewed and made recommendations on the remuneration package of the Executive Directors

and Non-Executive Directors. The reviews cover all aspects of remuneration, including but not limited to Directors’

fees, salaries, bonuses, allowances and benefits-in-kind based on the performances of the Company and the

individual as well as the level of responsibilities undertaken by the particular Director concerned.

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The members of this Committee comprises Independent Non-Executive Directors and the details of the meetings held

during the twelve (12) months ended 31 December 2005 are as follows:

MEMBERSMEMBERSMEMBERSMEMBERSMEMBERS NUMBNUMBNUMBNUMBNUMBER OF MEETINGS (ATTENDED/HELD)ER OF MEETINGS (ATTENDED/HELD)ER OF MEETINGS (ATTENDED/HELD)ER OF MEETINGS (ATTENDED/HELD)ER OF MEETINGS (ATTENDED/HELD)

Datuk Ruhanie Haji Ahmad (Chairman) 2/2



1.81.81.81.81.8 Directors’ RemunerationDirectors’ RemunerationDirectors’ RemunerationDirectors’ RemunerationDirectors’ Remuneration

The remuneration of the Directors for the financial year ended 31 December 2005 are as follows:

SALARIESSALARIESSALARIESSALARIESSALARIES FEESFEESFEESFEESFEES BONUSBONUSBONUSBONUSBONUS BENEFITS IN-KINDBENEFITS IN-KINDBENEFITS IN-KINDBENEFITS IN-KINDBENEFITS IN-KIND TOTALTOTALTOTALTOTALTOTAL

RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM

Executive Directors 1,366,394 120,000 179,400 196,995 1,862,789

Non-Executive Directors - 240,000 - - 240,000

The number of Directors of the Company whose total remuneration fall within the following bands for the financial

year ended 31 December 2005 are as follows:

NUMBER OF DIRECTORSNUMBER OF DIRECTORSNUMBER OF DIRECTORSNUMBER OF DIRECTORSNUMBER OF DIRECTORS

RANGE OF REMUNERATIONRANGE OF REMUNERATIONRANGE OF REMUNERATIONRANGE OF REMUNERATIONRANGE OF REMUNERATION EXECUTIVEEXECUTIVEEXECUTIVEEXECUTIVEEXECUTIVE NON-EXECUTIVENON-EXECUTIVENON-EXECUTIVENON-EXECUTIVENON-EXECUTIVE

Below RM50,000 - 6

RM450,001 to RM500,000 - -

RM500,001 to RM550,000 1 -

RM550,001 to RM600,000 - -

RM600,001 to RM650,000 - -

RM650,001 to RM700,000 2 -

Non-Executive Directors are paid annual fees and attendance allowances for attending Board/Committee meetings.

Although the Code (Principles B III) requires that each Director’s remuneration be disclosed in detail, the Board is of

the opinion that the transparency and accountability aspects of this requirement are still appropriately served. The

band disclosure made above is in compliance with Paragraph 10(b) Part A of Appendix 9C of the Listing Requirements

of the Bursa Malaysia Securities Berhad.

The objective of the Company’s policy on Directors’ remuneration is to attract and retain Directors needed to run the

Company successfully. The Non-Executive Directors’s remuneration is determined by the Board.

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2. Accountability and Audit2.12.12.12.12.1 Financial ReportingFinancial ReportingFinancial ReportingFinancial ReportingFinancial Reporting

The annual financial statements and quarterly results are reviewed by the Audit Committee and approved by the Board

of Directors prior to public release. A statement by the Directors explaining the Board’s responsibilities for preparing the

annual financial statements is set out on page 18 of this Annual Report.

2.22.22.22.22.2 Risk Management Framework and Internal ControlRisk Management Framework and Internal ControlRisk Management Framework and Internal ControlRisk Management Framework and Internal ControlRisk Management Framework and Internal Control

A Statement on Internal Control which provides an overview of the state of internal control within the Group is disclosed

on pages 22 to 23 of this Annual Report.

2.32.32.32.32.3 Relationship with the AuditorsRelationship with the AuditorsRelationship with the AuditorsRelationship with the AuditorsRelationship with the Auditors

Through the Audit Committee, the Company has established a formal and transparent relationship with the auditors,

both internal and external. The external auditors are invited to discuss the annual financial statements, their audit plan,

audit findings and other special matters that require the Board’s attention.

The Audit Committee meets with the external auditors without the Management or the Executive Directors presence at

least once a year.

3. Investors Relation and Shareholders CommunicationThe Company endeavours to maintain constant and effective communication with shareholders through timely and

comprehensive announcements. The Board regards the AGM as an opportunity to communicate directly with shareholders

and encourages attendance and participation in dialogue. The Executive Chairman and the Group Executive Director are

available to respond to shareholders’ queries during the meeting. The notice of AGM is despatched to shareholders, together

with explanatory notes or circular on items of special business, at least twenty-one (21) days prior to the meeting date.

Shareholders and investors can also convey their concerns and queries to Tan Sri Haji Husein Ahmad, the Senior Independent

Non-Executive Director of the Company at fax no. 03-92229784 or by mail to the registered office of the Company at 46M,

Jalan Lima Off Jalan Chan Sow Lin, 55200 Kuala Lumpur.

Statement made in accordance with the resolution of the Board passed on 12 April 2006.

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Share BuybacksDuring the financial year, the Company did not enter into any share buyback transactions.

American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) ProgrammeDuring the financial year, the Company did not sponsor any ADR or GDR programme.

Imposition of Sanctions and PenaltiesThere were no sanctions or penalties imposed on the Company and its subsidiaries, directors or Management by the relevant

regulatory bodies during the financial year.

Non-Audit FeesThe amount of non-audit fees paid to the external auditors by both the Group and the Company for the financial year amounted to

RM3,000.00.

Profit GuaranteeDuring the financial year, there were no profit guarantees given by the Company.

OTHERINFORMATIONRequired By The Listing Requirements Of The Bursa Malaysia Securities Berhad

32

CHAIRMAN’SSTATEMENT

Dear Shareholders,

It gives me great pleasure to present, on behalf of the Board of Directors, the Annual Report and audited Financial Statements of

Utusan Melayu (Malaysia) Berhad (‘the Company’) and the Group for the financial year ended 31 December 2005.

PERFORMANCE REVIEWI am pleased to report yet another year of satisfactory results: the Group recorded a 2.1 % growth in revenue to RM372.2 million,

compared with the previous year’s figure of RM364.6 million. Pre-tax profit for the Group was RM29.2 million, 49.0% higher

compared with RM19.6 million a year ago. The improved profit was mainly contributed by the core businesses of publishing,

advertising and printing. Basic earnings per share improved to 19.52 sen as compared with 11.44 sen in the previous year.

At the Company level, revenue increased by 9.0% from RM268.1 million in 2004 to RM292.1 million in 2005, contributed mainly

by the increase in cover prices of Utusan Malaysia and Mingguan Malaysia since January 2005. These, coupled with internal cost

control measures have resulted in higher pre-tax profit for the Company by 15.9% from RM15.7 million in 2004 to RM18.2 million

in 2005.

33

DIVIDENDAfter taking into account the financial results of the Company,

the Board is pleased to recommend a first and final dividend

of 2.5 sen per ordinary share, less 28% income tax, for the

financial year ended 31 December 2005 for the approval of

shareholders at the forthcoming 38th Annual General Meeting

to be held on 31 May 2006.

OPERATIONAL PERFORMANCEThe Malaysian economy recorded a lower GDP growth of 5.3%

in 2005 as against 7.1% in 2004. During the year, most sectors

of the economy registered lower growth than a year before

whilst the construction sector continued to register a negative

growth for the second year consecutively. The slower growth

was largely due to higher oil prices and downturn in the global

electronic cycle during the first half of the year.

The advertising expenditure (‘Adex’) for the entire media in

2005 increased at a lower rate of 3.0% as against 16.8% in

2004. The Adex for newspaper also expanded at a slower

rate of 4.0%, lower than 12.9% in 2004. The absence of major

events during the year was the main reason for the slower

Adex in 2005. Bahasa and Chinese Adex newspapers grew

by 7.4% and 6.7% respectively whilst the English newspapers

managed a growth of only 0.6%.

34

The publishing, distribution and advertising segment continued

to be the main contributor to the Group’s revenue in 2005. This

segment recorded a growth of 3.6% in revenue during the year

under review at RM359.5 million as compared with RM347.1

million in 2004. In the newspaper publishing sector, average daily

circulation of Utusan Malaysia and Mingguan Malaysia, as verified

by the Audit Bureau of Circulations (‘ABC’) for July 2004 to June

2005 were 228,802 copies and 529,176 copies respectively. In

terms of readership, Utusan Malaysia and Mingguan Malaysia

recorded an average net daily readership of 1.277 million and

1.994 million respectively. Mingguan Malaysia retained its no. 1

position in both circulation and readership.

Performance of the subsidiaries were mixed. Utusan Karya Sdn

Bhd (‘UKSB’), which publishes magazines, registered an improved

pre-tax profit of 13.3% from RM1.5 million in 2004 to RM1.7 million

in 2005, on the back of RM41.5 million revenue.

Utusan Publications & Distributors Sdn Bhd (‘UP&D’), which is in

the book publishing and distribution business, registered an

improved performance with a pre-tax profit of RM0.9 million

(RM0.7 million in 2004) on the back of RM15.3 million revenue.

The commercial printing subsidiary, Utusan Printcorp Sdn Bhd

(‘UPSB’) recorded a higher pre-tax profit of RM1.5 million in 2005

as compared with RM0.5 million in 2004. Its revenue improved

from RM17.8 million in 2004 to RM20.5 million in 2005.


35

In the advertising segment, the Company’s wholly owned subsidiary, Utusan Media Sales Sdn Bhd (‘UMES’), registered a 17%

improvement in profit to RM2.7 million from RM2.3 million registered in 2004. The Company’s outdoor media subsidiary, UPD Sdn

Bhd, however, registered a loss of RM3.2 million. Measures have been taken to improve the performance of this subsidiary.

CORPORATE DEVELOPMENTSDuring the year, the Company continued to undertake measures to strengthen its business operations and subsidiaries and to

further enhance its core activities. Efforts were focused on increasing market penetration of its new products, boosting circulation

and advertisement revenue, and controlling costs.

During the year, our newly launched compact newspaper, Kosmo!, was expanded to Penang and nearby areas in September 2005.

In February 2006, it was made available to residents of Johor. The response has been encouraging and the newspaper will be

distributed to other regions within peninsular Malaysia before the end of 2006.

36


As part of the plan to modernize the printing plants, the

Company undertook the construction of its new printing plant

in Prai, Penang. This will enable the Company to print full colour

for all pages, increase pagination and complete printing at a

faster time. The plant is expected to be operational in the middle

of 2006.

CORPORATE GOVERNANCE & INTERNAL CONTROLThe Board is committed in ensuring that high standards of corporate

governance are adhered to in the conduct of the activities of the Group in

accordance with the Malaysian Code on Corporate Governance.

37

RELATED PARTY TRANSACTIONSThere were no material contracts of the Group involving Directors’ and major shareholders’ interest except for those incurred in

the normal course of business as disclosed in the financial statements.

FUTURE OUTLOOKDespite a higher GDP forecast of 6.0% for 2006 by Bank Negara Malaysia, the year will yet be another challenging year for the

Group given the continued increase in newsprint prices and intense competition for circulation, readership and Adex in the

Bahasa Melayu newspaper segment. High oil prices may also have impact on transportation and utilities cost for the Group.

Measures are being taken to mitigate the impact of these increases in prices.

The Group is confident of improving its newspaper circulation and readership numbers with Kosmo! being distributed nationwide

by the year end and the positive responses to the new look for Utusan Malaysia and Mingguan Malaysia launched in 2006. At the

same time, the Group will continue to explore new business opportunities aimed at increasing revenue and profitability. Hence,

barring unforeseen circumstances, the Group is confident of remaining profitable in 2006.

38

APPRECIATIONOn behalf of the Board, I would like to record my thanks and

appreciation for the dedication of our management and

employees at all levels, and also to the Board members for their continued support and

co-operation.

I also wish to express my sincere thanks to our shareholders, readers, vendors and agents, advertisers and advertising agencies,

financiers, Bursa Malaysia Securities Berhad, Securities Commission and all our business associates for their continued and

valuable support to the Group.

In closing we reaffirm our commitment to our shareholders of further enhancing the value of their investment in the Company.

TAN SRI MOHAMED HASHIM AHMAD MAKARUDDIN

Executive Chairman

39

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CORPORATECALENDAR

3 February 2005UP&D launched the Buku Masakan Tradisi Johor by Halimah Shuib.

The event was officiated by the Minister of Youth and Sports, Datuk

Azalina Othman Said at Putra World Trade Centre, Kuala Lumpur.

1 March 2005The Utusan Group, in collaboration with Expomal International Sdn

Bhd organised the International Food and Beverage Expo (‘MIFB’)

themed ‘Bringing The Multi-million Ringgit Market to You’ (‘Membawa

Pasaran Berbilion Ringgit Kepada Anda’). The pre-launch ceremony

was officiated by the Deputy Minister for International Trade and

Industry, YB Datuk Ahmad Husni Mohamad Hanadzlah.

19 April 2005The Utusan Group won the Silver Award for the Best in Sports

Photography category through Utusan lensman, Aswad Yahya at the

Asia Media Awards 2005 in Bangkok, Thailand.

21 May 2005More than 10 thousand participants took part in the Yayasan-Utusan

Charity Run organised by Yayasan Orang Kurang Upaya Kelantan

(‘YOKUK’) and Utusan Group in Kota Bharu, Kelantan. This

programme aimed to raise funds in support of the rehabilitation and

skills programme for the physically handicapped in Kelantan.

8 June 2005The Utusan Group’s subsidiary in Indonesia, PT Sinar Media

Advertising (‘SMART’) opened its new office in Kebayoran Baru,

Jakarta Selatan. The launch event was attended by the Deputy

Minister of Tourism, YB Datuk Ahmad Zahid Hamidi, Malaysia’s Grand

Ambassador in Indonesia, Datuk Hamidon Ali and the senior

management team of the Utusan Group.

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CORPORATECALENDAR

15 June 2005The Utusan Group Literary Award celebrated its 20th anniversary.

Awards were presented by Malaysia’s former Prime Minister, Yang Amat

Berbahagia Tun Dr. Mahathir Mohamad at the Palace of the Golden

Horses Hotel, Seri Kembangan, Selangor.

1 - 30 July 2005The Utusan Group, in collaboration with Tourism Malaysia, organised

Kuala Lumpur Fashion Week 2005 (KLFW 2005) at major locations in

the capital like KL Sentral, Suria KLCC, Taman Warisan Pertanian

Putrajaya, Low Yat Plaza, Nikko Hotel and Putra World Trade Centre.

1 and 2 August 2005The Utusan Group, together with the Communication School of

Universiti Sains Malaysia, organised the Media Planner & Vision 2020

seminar at Vistana Hotel, Bukit Jambul, Pulau Pinang. The Seminar

was officiated by the Minister of Domestic Trade and Consumer Affairs,

Datuk Mohd. Shafie Apdal.

28 August 2005The closing ceremony of the 2005 Inter-Departmental Sports Fest at

the Sports Complex Bandar Baru Bangi, Selangor. The Production

Department emerged as the overall champion.

10 September 2005KOSMO! launched in Penang. The compact newspaper KOSMO!

spreads its wings to the north with the introduction of the Penang

KOSMO! edition.

41

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26 September 2005The Wanita-Avon Face Search 2005 event organised by WANITA

magazine was graced by the Royal Guest of Honour, the Queen of

Terengganu, Queen Nur Zahirah at Renaissance Hotel, Kuala Lumpur.

30 September 2005The Launch Event for KAWAN magazine’s new look by Utusan Karya

Sdn Bhd (‘UKSB’) was officiated by the Director School Division,

Ministry of Education Malaysia, Encik Salleh Mohd Hussein at Sekolah

Kebangsaan Taman Setiawangsa, Kuala Lumpur.

28 November 2005Excellence...Utusan journalists receiving numerous awards at the MPI-

Petronas Malaysian Journalism Awards Night. KOSMO! journalist, Mohd

Faizal Zakaria won the most prestigious award, the Kajai Award.

3 & 4 December 2005Utusan Karya Sdn Bhd (‘UKSB’) organised the inaugural Karnival Utusan

Karya Jom Fiesta! at Taman Tasik Permaisuri, Bandar Tun Razak,

Cheras, Kuala Lumpur.

21 December 2005The Utusan Group signed a collaborative scholarship agreement with

Institute Advertising Communication Training (‘IACT’) at IACT’s office

in Damansara Utama, Petaling Jaya, Selangor.

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FINANCIAL STATEMENTS

Directors’ Report 45

Statement by Directors 49

Statutory Declaration 49

Report of the Auditors 50

Consolidated Income Statement 51

Consolidated Balance Sheet 52

Consolidated Statement of Changes in Equity 53

Consolidated Cash Flow Statement 54

Income Statement 56

Balance Sheet 57

Statement of Changes in Equity 58

Cash Flow Statement 59

Notes to the Financial Statements 61

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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 2005.

PRINCIPAL ACTIVITIESPRINCIPAL ACTIVITIESPRINCIPAL ACTIVITIESPRINCIPAL ACTIVITIESPRINCIPAL ACTIVITIES

The principal activities of the Company are the publication, printing and distribution of newspapers.

The principal activities of the subsidiaries are described in Note 13 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

RESULTSRESULTSRESULTSRESULTSRESULTS

GROUPGROUPGROUPGROUPGROUP COMPANYCOMPANYCOMPANYCOMPANYCOMPANY

RMRMRMRMRM RMRMRMRMRM

Profit after taxation 21,111,508 12,488,777

Minority interests 214,364 -

Net profit for the year 21,325,872 12,488,777

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the statement

of changes in equity.

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not

substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDSDIVIDENDSDIVIDENDSDIVIDENDSDIVIDENDS

The amount of dividend paid by the Company since 31 December 2004 was as follows:

RMRMRMRMRM

In respect of the financial year ended 31 December 2004 as reported in the directors' report of that year:

First and final dividend of 2.5% less 28% taxation, on 109,224,337 ordinary shares declared on 7 June 2005

and paid on 5 August 2005 1,966,038

At the forthcoming Annual General Meeting, a first and final dividend in respect of the current financial year ended 31 December

2005, of 2.5% less 28% taxation on 109,224,337 ordinary shares, amounting to a dividend payable of RM1,966,038 (1.80 sen net

per ordinary share) will be proposed for shareholders' approval. The financial statements for the current financial year do not reflect

this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in shareholders' equity as an

appropriation of retained profits in the next financial year ending 31 December 2006.

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DIRECTORS’ REPORT

DIRECTORSDIRECTORSDIRECTORSDIRECTORSDIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date of this report are:

Tan Sri Mohamed Hashim Ahmad Makaruddin

Encik Mohd Nasir Ali

Datuk Mohd Khalid Mohd

Tan Sri Haji Husein Ahmad

Datuk Ruhanie Haji Ahmad

Dato’ Dr. Firdaus Haji Abdullah

Dato’ Ab Halim Mohyiddin

Dato’ Ismail Yusof

Encik Kamal Khalid

DIRECTORS' BENEFITSDIRECTORS' BENEFITSDIRECTORS' BENEFITSDIRECTORS' BENEFITSDIRECTORS' BENEFITS

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company

was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or

any other body corporate, other than those arising from the share options granted under Executives’ Share Options Scheme.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits

included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 6 to the financial

statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related

corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial

interest.

DIRECTORS' INTERESTSDIRECTORS' INTERESTSDIRECTORS' INTERESTSDIRECTORS' INTERESTSDIRECTORS' INTERESTS

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares and

options over shares in the Company and its related corporations during the financial year were as follows:

Number of Ordinary Shares of RM1 EachNumber of Ordinary Shares of RM1 EachNumber of Ordinary Shares of RM1 EachNumber of Ordinary Shares of RM1 EachNumber of Ordinary Shares of RM1 Each

1 January1 January1 January1 January1 January AcquiredAcquiredAcquiredAcquiredAcquired SoldSoldSoldSoldSold 31 December31 December31 December31 December31 December

2005 2005 2005 2005 2005 20052005200520052005

THE COMPANYTHE COMPANYTHE COMPANYTHE COMPANYTHE COMPANY

Direct InterestDirect InterestDirect InterestDirect InterestDirect Interest

Encik Mohd Nasir Ali 10,000 - - 10,000

Datuk Mohd Khalid Mohd 8,000 - - 8,000

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None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related

corporations during the financial year.

EXECUTIVES' SHARE OPTIONS SCHEMEEXECUTIVES' SHARE OPTIONS SCHEMEEXECUTIVES' SHARE OPTIONS SCHEMEEXECUTIVES' SHARE OPTIONS SCHEMEEXECUTIVES' SHARE OPTIONS SCHEME

The Utusan Melayu (Malaysia) Berhad Executives' Share Option Scheme ("ESOS") is governed by the by-laws and was approved by

the shareholders at an Extraordinary General Meeting held on 27 May 2003. The ESOS was implemented on 7 July 2003 and is to

be in force for a period of five years from the date of implementation.

The salient features and other terms of the ESOS are as disclosed in Note 28 to the financial statements.

OTHER STATUTORY INFORMATIONOTHER STATUTORY INFORMATIONOTHER STATUTORY INFORMATIONOTHER STATUTORY INFORMATIONOTHER STATUTORY INFORMATION

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took

reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for

doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had

been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the

ordinary course of business had been written down to an amount which they might be expected so to realise.

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

(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements of the

Group and of the Company inadequate to any substantial extent; and

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the

existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial

statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

Number of Options Over Ordinary Shares of RM1 EachNumber of Options Over Ordinary Shares of RM1 EachNumber of Options Over Ordinary Shares of RM1 EachNumber of Options Over Ordinary Shares of RM1 EachNumber of Options Over Ordinary Shares of RM1 Each

1 January1 January1 January1 January1 January GrantedGrantedGrantedGrantedGranted ExercisedExercisedExercisedExercisedExercised CancelledCancelledCancelledCancelledCancelled 31 December31 December31 December31 December31 December

2005 2005 2005 2005 2005 20052005200520052005

Encik Mohd Nasir Ali 500,000 500,000 - (500,000) 500,000

Datuk Mohd Khalid Mohd 500,000 500,000 - (500,000) 500,000

DIRECTORS' INTERESTS (DIRECTORS' INTERESTS (DIRECTORS' INTERESTS (DIRECTORS' INTERESTS (DIRECTORS' INTERESTS (CONT’DCONT’DCONT’DCONT’DCONT’D)))))

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DIRECTORS’ REPORT

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

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which

secures the liabilities of any other person; or

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.

(f) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve

months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their

obligations when they fall due; and

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

year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the

Company for the financial year in which this report is made.

SIGNIFICANT EVENTSSIGNIFICANT EVENTSSIGNIFICANT EVENTSSIGNIFICANT EVENTSSIGNIFICANT EVENTS

The significant events during the financial year is as disclosed in Note 34 to the financial statements.

AUDITORSAUDITORSAUDITORSAUDITORSAUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors

TAN SRI MOHAMED HASHIM AHMAD MAKARUDDINTAN SRI MOHAMED HASHIM AHMAD MAKARUDDINTAN SRI MOHAMED HASHIM AHMAD MAKARUDDINTAN SRI MOHAMED HASHIM AHMAD MAKARUDDINTAN SRI MOHAMED HASHIM AHMAD MAKARUDDIN

MOHD NASIR ALIMOHD NASIR ALIMOHD NASIR ALIMOHD NASIR ALIMOHD NASIR ALI

Kuala Lumpur, Malaysia

12 April 2006

OTHER STATUTORY INFORMATION (CONT’D)OTHER STATUTORY INFORMATION (CONT’D)OTHER STATUTORY INFORMATION (CONT’D)OTHER STATUTORY INFORMATION (CONT’D)OTHER STATUTORY INFORMATION (CONT’D)

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STATEMENT BY DIRECTORSPursuant to Section 169(15) of the Companies Act, 1965

We, Tan Sri Mohamed Hashim Ahmad Makaruddin and Mohd Nasir Ali, being two of the directors of Utusan Melayu (Malaysia)

Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 51 to 107 are

drawn up in accordance with applicable MASB Approved Accounting Standards in Malaysia and the provisions of the Companies

Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2005 and

of the results and the cash flows of the Group and of the Company for the year then ended.

Signed on behalf of the Board in accordance with a resolution of the directors

TAN SRI MOHAMED HASHIM AHMAD MAKARUDDINTAN SRI MOHAMED HASHIM AHMAD MAKARUDDINTAN SRI MOHAMED HASHIM AHMAD MAKARUDDINTAN SRI MOHAMED HASHIM AHMAD MAKARUDDINTAN SRI MOHAMED HASHIM AHMAD MAKARUDDIN

MOHD NASIR ALIMOHD NASIR ALIMOHD NASIR ALIMOHD NASIR ALIMOHD NASIR ALI


12 April 2006

STATUTORY DECLARATIONPursuant to Section 169(16) of the Companies Act, 1965

I, W. Nor Asmah W. Ismail, being the officer primarily responsible for the financial management of Utusan Melayu (Malaysia)

Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 51 to 107 are in my opinion,

correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the

Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the

the abovenamed W. Nor Asmah W. Ismail

at Kuala Lumpur in Wilayah Persekutuan

on 12 April 2006 W. NOR ASMAH W. ISMAIL W. NOR ASMAH W. ISMAIL W. NOR ASMAH W. ISMAIL W. NOR ASMAH W. ISMAIL W. NOR ASMAH W. ISMAIL

Before me,

Commissioner for Oaths

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REPORT OF THE AUDITORSto the Members of Utusan Melayu (Malaysia) Berhad(Incorporated in Malaysia)

We have audited the financial statements set out on pages 51 to 107. These financial statements are the responsibility of the

Company's directors.

It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to

you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility

to any other person for the content of this report.

We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit

also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the

overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion:

(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965 and

applicable MASB Approved Accounting Standards in Malaysia so as to give a true and fair view of:

(i) the financial position of the Group and of the Company as at 31 December 2005 and of the results and the cash flows of

the Group and of the Company for the year then ended; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements and consolidated

financial statements; and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiaries of

which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

We have considered the financial statements and the auditors’ reports thereon of the subsidiaries of which we have not acted as

auditors, as indicated in Note 13 to the financial statements, being financial statements that have been included in the consolidated

financial statements.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the

Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements

and we have received satisfactory information and explanations required by us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material to the consolidated

financial statements and in respect of subsidiaries incorporated in Malaysia, did not include any comment required to be made

under Section 174(3) of the Act.

ERNST & YOUNGERNST & YOUNGERNST & YOUNGERNST & YOUNGERNST & YOUNG NIK RAHMAT KAMARULZAMAN NIK AB. RAHMANNIK RAHMAT KAMARULZAMAN NIK AB. RAHMANNIK RAHMAT KAMARULZAMAN NIK AB. RAHMANNIK RAHMAT KAMARULZAMAN NIK AB. RAHMANNIK RAHMAT KAMARULZAMAN NIK AB. RAHMAN

AF: 0039 No. 1759/02/08(J)

Chartered Accountants Partner


12 April 2006

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CONSOLIDATED INCOME STATEMENTFor the year ended 31 December 2005

20052005200520052005 20042004200420042004

NoteNoteNoteNoteNote RMRMRMRMRM RMRMRMRMRM

Revenue 3 372,172,316372,172,316372,172,316372,172,316372,172,316 364,633,353

Other operating income 4 6,851,1076,851,1076,851,1076,851,1076,851,107 5,525,463

Changes in inventories of finished goods and work-in-progress (437,475 (437,475 (437,475 (437,475 (437,475))))) 2,182,313

Raw materials and consumables used (118,394,767(118,394,767(118,394,767(118,394,767(118,394,767))))) (135,956,775)

Vendors’ commissions (44,060,228(44,060,228(44,060,228(44,060,228(44,060,228))))) (37,451,661)

Transportation costs (10,340,972(10,340,972(10,340,972(10,340,972(10,340,972))))) (8,031,041)

Staff costs 5 (87,879,813(87,879,813(87,879,813(87,879,813(87,879,813))))) (89,958,286)

Depreciation (23,352,769(23,352,769(23,352,769(23,352,769(23,352,769))))) (23,958,699)

Other operating expenses (59,750,020(59,750,020(59,750,020(59,750,020(59,750,020))))) (50,786,207)

Profit from operations 7 34,807,37934,807,37934,807,37934,807,37934,807,379 26,198,460

Finance costs 8 (8,552,117(8,552,117(8,552,117(8,552,117(8,552,117))))) (8,857,000)

Share of results of associates 2,940,0792,940,0792,940,0792,940,0792,940,079 2,234,946

Profit before taxation 29,195,34129,195,34129,195,34129,195,34129,195,341 19,576,406

Taxation 9 (7,818,833(7,818,833(7,818,833(7,818,833(7,818,833))))) (7,015,380)

Zakat (265,000(265,000(265,000(265,000(265,000))))) (200,000)

Net profit after taxation 21,111,50821,111,50821,111,50821,111,50821,111,508 12,361,026

Minority interests 214,364214,364214,364214,364214,364 135,248

Net profit for the year 21,325,87221,325,87221,325,87221,325,87221,325,872 12,496,274

Earnings per share (sen)

Basic 10 19.5219.5219.5219.5219.52 11.44

Diluted 10 19.4719.4719.4719.4719.4719.47 11.44

Net dividends per ordinary share in respect of the year (sen) 11 1.801.801.801.801.80 1.80

The accompanying notes form an integral part of the financial statements.

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CONSOLIDATED BALANCE SHEETAs at 31 December 2005

20052005200520052005 20042004200420042004


NON-CURRENT ASSETSNON-CURRENT ASSETSNON-CURRENT ASSETSNON-CURRENT ASSETSNON-CURRENT ASSETS

Property, plant and equipment 12 225,158,703225,158,703225,158,703225,158,703225,158,703 212,351,473

Investment in associates 14 11,815,87911,815,87911,815,87911,815,87911,815,879 9,992,935

Other investments 15 2,819,6372,819,6372,819,6372,819,6372,819,637 2,819,637

Deferred tax assets 16 1,753,3921,753,3921,753,3921,753,3921,753,392 1,835,610

Long term receivables 17 402,423402,423402,423402,423402,423 280,813

241,950,034241,950,034241,950,034241,950,034241,950,034 227,280,468

CURRENT ASSETSCURRENT ASSETSCURRENT ASSETSCURRENT ASSETSCURRENT ASSETS

Inventories 18 103,536,159103,536,159103,536,159103,536,159103,536,159 109,943,677

Trade receivables 19 57,175,64257,175,64257,175,64257,175,64257,175,642 68,654,607

Other receivables 20 59,408,62259,408,62259,408,62259,408,62259,408,622 22,624,753

Marketable securities 21 5,107,4805,107,4805,107,4805,107,4805,107,480 2,503,157

Cash and bank balances 22 41,528,09441,528,09441,528,09441,528,09441,528,094 43,922,982

266,755,997266,755,997266,755,997266,755,997266,755,997 247,649,176

CURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIES

Retirement benefit obligations 23 1,044,1711,044,1711,044,1711,044,1711,044,171 1,091,705

Short term borrowings 24 92,212,74092,212,74092,212,74092,212,74092,212,740 113,990,721

Trade payables 26 14,459,41414,459,41414,459,41414,459,41414,459,414 23,804,624

Other payables 27 46,191,09546,191,09546,191,09546,191,09546,191,095 47,312,848

Taxation 1,672,1461,672,1461,672,1461,672,1461,672,146 1,869,163

155,579,566155,579,566155,579,566155,579,566155,579,566 188,069,061

NET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETS 111,176,431111,176,431111,176,431111,176,431111,176,431 59,580,115

353,126,465353,126,465353,126,465353,126,465353,126,465 286,860,583

FINANCED BY:FINANCED BY:FINANCED BY:FINANCED BY:FINANCED BY:

Share capital 28 109,224,337109,224,337109,224,337109,224,337109,224,337 109,224,337

Reserves 116,986,260116,986,260116,986,260116,986,260116,986,260 97,086,140

Shareholders’ equity 226,210,597226,210,597226,210,597226,210,597226,210,597 206,310,477

Minority interests 1,350,6251,350,6251,350,6251,350,6251,350,625 1,564,989

227,561,222227,561,222227,561,222227,561,222227,561,222 207,875,466


Long term borrowings 24 100,730,694100,730,694100,730,694100,730,694100,730,694 52,308,207

Deferred tax liabilities 16 13,156,03213,156,03213,156,03213,156,03213,156,032 9,182,736

NON-CURRENT LIABILITIESNON-CURRENT LIABILITIESNON-CURRENT LIABILITIESNON-CURRENT LIABILITIESNON-CURRENT LIABILITIES 125,565,243125,565,243125,565,243125,565,243125,565,243 78,985,117

353,126,465353,126,465353,126,465353,126,465353,126,465 286,860,583


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CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2005

<–– Non-Distributable<–– Non-Distributable<–– Non-Distributable<–– Non-Distributable<–– Non-Distributable ––>––>––>––>––> DistributableDistributableDistributableDistributableDistributable

OtherOtherOtherOtherOther RetainedRetainedRetainedRetainedRetained

ShareShareShareShareShare ShareShareShareShareShare reserves reserves reserves reserves reserves profitsprofitsprofitsprofitsprofits

capitalcapitalcapitalcapitalcapital premium premium premium premium premium (Note 29) (Note 29) (Note 29) (Note 29) (Note 29) (Note 30)(Note 30)(Note 30)(Note 30)(Note 30) Total Total Total Total Total


At 1 January 2004At 1 January 2004At 1 January 2004At 1 January 2004At 1 January 2004 109,215,837 50,678,532 6,397,020 29,066,870 195,358,259

Issue of share capital pursuant

to ESOS 8,500 5,865 - - 14,365

Expenses in relation to prior year

issuance of ordinary shares - (44,000) - - (44,000)

Currency translation differences - - 58,409 - 58,409

Net profit for the year - - - 12,496,274 12,496,274

Dividend - - - (1,572,830) (1,572,830)

At 31 December 2004At 31 December 2004At 31 December 2004At 31 December 2004At 31 December 2004 109,224,337 50,640,397 6,455,429 39,990,314 206,310,477


Currency translation differences - - 540,286 - 540,286


Dividend - - - (1,966,038) (1,966,038)



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CONSOLIDATED CASH FLOW STATEMENTFor the year ended 31 December 2005

20052005200520052005 20042004200420042004


CASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 29,195,3414141414129,195,34129,195,34129,195,34129,195,34129,195,341 19,576,406

Adjustments for:

Allowance for doubtful debts 4,762,0014,762,0014,762,0014,762,0014,762,001 5,308,938

Write back of allowance for doubtful debts (7,904,772(7,904,772(7,904,772(7,904,772(7,904,772))))) (7,957,554)

Bad debts written off 6,796,7556,796,7556,796,7556,796,7556,796,755 7,805,916

Impairment of investments 815,677815,677815,677815,677815,677 22,597

Write back of impairment of investments ----- (183,509)

Provision for retirement benefits ----- 1,778,800

Write back of provision for retirement benefits (4,108,177(4,108,177(4,108,177(4,108,177(4,108,177))))) -

Gain on disposal of other investments ----- (30,742)

Share of results of associates (2,940,079(2,940,079(2,940,079(2,940,079(2,940,079))))) (2,234,946)

Interest income (642,212(642,212(642,212(642,212(642,212))))) (675,347)

Interest expenses 7,096,2877,096,2877,096,2877,096,2877,096,287 6,383,627

Depreciation 23,352,76923,352,76923,352,76923,352,76923,352,769 23,958,699

Allowance for inventories obsolescence 26,84726,84726,84726,84726,847 361,278

Write back of allowance for obsolete inventories (569,778(569,778(569,778(569,778(569,778))))) (275,230)

Gain on disposal of property, plant and equipment (480,379(480,379(480,379(480,379(480,379))))) (387,926)

Property, plant and equipment written off 754,261754,261754,261754,261754,261 341,243

Impairment of property, plant and equipment 1,924,0301,924,0301,924,0301,924,0301,924,030 794,648

Reversal of impairment of property, plant and equipment (7(7(7(7(7))))) -

Adjustments to property, plant and equipment ----- 6,000

Deposits payable written back ----- (293,371)

Dividend income (379,628(379,628(379,628(379,628(379,628))))) (225,689)

Accruals written back (434,853(434,853(434,853(434,853(434,853))))) (1,141,891)

Operating profit before working capital changes 57,264,08357,264,08357,264,08357,264,08357,264,083 52,931,947

Increase in receivables (29,442,762(29,442,762(29,442,762(29,442,762(29,442,762))))) (8,071,080)

Decrease/(increase) in inventories 6,950,4496,950,4496,950,4496,950,4496,950,449 (53,548,263)

(Decrease)/increase in payables (10,353,538(10,353,538(10,353,538(10,353,538(10,353,538))))) 9,099,976

Cash generated from operations 24,418,23224,418,23224,418,23224,418,23224,418,232 412,580

Interest paid (6,341,397(6,341,397(6,341,397(6,341,397(6,341,397))))) (6,605,638)

Taxes paid (3,141,201(3,141,201(3,141,201(3,141,201(3,141,201))))) (2,957,746)

Net cash generated from/ (used in) operating activities 14,935,63414,935,63414,935,63414,935,63414,935,634 (9,150,804)

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20052005200520052005 20042004200420042004


CASH FLOWS FROM INVESTING ACTIVITIESCASH FLOWS FROM INVESTING ACTIVITIESCASH FLOWS FROM INVESTING ACTIVITIESCASH FLOWS FROM INVESTING ACTIVITIESCASH FLOWS FROM INVESTING ACTIVITIES

Purchase of marketable securities (3,420,000(3,420,000(3,420,000(3,420,000(3,420,000))))) (95,998)

Proceeds from sale of other investments ----- 3,780,739

Interest received 642,212642,212642,212642,212642,212 675,347

Purchase of property, plant and equipment (18,816,030(18,816,030(18,816,030(18,816,030(18,816,030))))) (12,140,222)

Proceeds from disposal of property, plant and equipment 579,094579,094579,094579,094579,094 1,584,705

Dividend received 341,430341,430341,430341,430341,430 162,496

Withdrawal of fixed deposits 1,190,3311,190,3311,190,3311,190,3311,190,331 97,464

Net cash used in investing activities (19,482,963(19,482,963(19,482,963(19,482,963(19,482,963))))) (5,935,469)

CASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIES

(Repayment)/drawdown of short term borrowings (21,666,300(21,666,300(21,666,300(21,666,300(21,666,300))))) 41,279,467

Repayment of hire purchase and lease (4,943,340(4,943,340(4,943,340(4,943,340(4,943,340))))) (1,938,768)

Drawdown/(repayment) of long term borrowings 33,266,35433,266,35433,266,35433,266,35433,266,354 (14,315,257)

Payment of retirement benefits (1,755,014(1,755,014(1,755,014(1,755,014(1,755,014))))) (4,349,642)

Proceeds from restricted issuance of shares ----- 14,365

Expenses in relation to prior year issuance of ordinary shares ----- (44,000)

Dividend paid (1,966,038(1,966,038(1,966,038(1,966,038(1,966,038))))) (1,572,830)

Net cash generated from financing activities 2,935,6622,935,6622,935,6622,935,6622,935,662 19,073,335

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTSNET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTSNET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTSNET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTSNET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (1,611,667(1,611,667(1,611,667(1,611,667(1,611,667))))) 3,987,062

EFFECT OF EXCHANGE RATE CHANGESEFFECT OF EXCHANGE RATE CHANGESEFFECT OF EXCHANGE RATE CHANGESEFFECT OF EXCHANGE RATE CHANGESEFFECT OF EXCHANGE RATE CHANGES 560,351560,351560,351560,351560,351 116,738

CASH AND CASH EQUIVALENTS AT 1 JANUARYCASH AND CASH EQUIVALENTS AT 1 JANUARYCASH AND CASH EQUIVALENTS AT 1 JANUARYCASH AND CASH EQUIVALENTS AT 1 JANUARYCASH AND CASH EQUIVALENTS AT 1 JANUARY 30,844,82530,844,82530,844,82530,844,82530,844,825 26,741,025

CASH AND CASH EQUIVALENTS AT 31 DECEMBERCASH AND CASH EQUIVALENTS AT 31 DECEMBERCASH AND CASH EQUIVALENTS AT 31 DECEMBERCASH AND CASH EQUIVALENTS AT 31 DECEMBERCASH AND CASH EQUIVALENTS AT 31 DECEMBER (NOTE 22)(NOTE 22)(NOTE 22)(NOTE 22)(NOTE 22) 29,793,50929,793,50929,793,50929,793,50929,793,509 30,844,825


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INCOME STATEMENTFor the year ended 31 December 2005

20052005200520052005 20042004200420042004


Revenue 3 292,144,082292,144,082292,144,082292,144,082292,144,082 268,137,746

Other operating income 4 13,262,07013,262,07013,262,07013,262,07013,262,070 12,975,492

Raw materials and consumables used (84,440,740(84,440,740(84,440,740(84,440,740(84,440,740))))) (85,611,455)

Vendors’ commissions (36,827,560(36,827,560(36,827,560(36,827,560(36,827,560))))) (29,847,380)

Transportation costs (10,154,578(10,154,578(10,154,578(10,154,578(10,154,578))))) (7,890,176)

Staff costs 5 (64,497,093(64,497,093(64,497,093(64,497,093(64,497,093))))) (65,584,517)

Depreciation (16,285,189(16,285,189(16,285,189(16,285,189(16,285,189))))) (17,484,710)

Other operating expenses (67,141,954(67,141,954(67,141,954(67,141,954(67,141,954))))) (51,275,216)

Profit from operations 7 26,059,038 26,059,038 26,059,038 26,059,038 26,059,038 23,419,784

Finance costs 8 (7,823,726(7,823,726(7,823,726(7,823,726(7,823,726))))) (7,730,751)


Taxation 9 (5,481,535(5,481,535(5,481,535(5,481,535(5,481,535))))) (4,649,248)

Zakat (265,000(265,000(265,000(265,000(265,000))))) (200,000)

Net profit for the year 12,488,77712,488,77712,488,77712,488,77712,488,777 10,839,785


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BALANCE SHEETAs at 31 December 2005

20052005200520052005 20042004200420042004


NON-CURRENT ASSETSNON-CURRENT ASSETSNON-CURRENT ASSETSNON-CURRENT ASSETSNON-CURRENT ASSETS

Property, plant and equipment 12 193,167,925193,167,925193,167,925193,167,925193,167,925 172,820,659

Investment in subsidiaries 13 30,714,96030,714,96030,714,96030,714,96030,714,960 30,353,962

Investment in associates 14 189,000189,000189,000189,000189,000 189,000

Other investments 15 240,300240,300240,300240,300240,300 240,300

224,312,185224,312,185224,312,185224,312,185224,312,185 203,603,921

CURRENT ASSETSCURRENT ASSETSCURRENT ASSETSCURRENT ASSETSCURRENT ASSETS

Inventories 18 96,135,58196,135,58196,135,58196,135,58196,135,581 102,327,181

Trade receivables 19 10,558,76810,558,76810,558,76810,558,76810,558,768 7,473,627

Other receivables 20 131,301,397131,301,397131,301,397131,301,397131,301,397 104,270,306

Marketable securities 21 56,72256,72256,72256,72256,722 87,142

Cash and bank balances 22 7,273,0887,273,0887,273,0887,273,0887,273,088 7,052,483

245,325,556245,325,556245,325,556245,325,556245,325,556 221,210,739

CURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIES

Retirement benefit obligations 23 907,441907,441907,441907,441907,441 914,994

Short term borrowings 24 87,812,62887,812,62887,812,62887,812,62887,812,628 106,097,526

Trade payables 26 1,712,5321,712,5321,712,5321,712,5321,712,532 3,370,622

Other payables 27 56,165,46756,165,46756,165,46756,165,46756,165,467 51,740,198

Taxation 617,818617,818617,818617,818617,818 617,818

147,215,886147,215,886147,215,886147,215,886147,215,886 162,741,158

NET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETS 98,109,67098,109,67098,109,67098,109,67098,109,670 58,469,581

322,421,855322,421,855322,421,855322,421,855322,421,855 262,073,502

FINANCED BY:FINANCED BY:FINANCED BY:FINANCED BY:FINANCED BY:

Share capital 28 109,224,337109,224,337109,224,337109,224,337109,224,337 109,224,337

Reserves 90,222,53690,222,53690,222,53690,222,53690,222,536 79,699,797

Shareholders’ equity 199,446,873199,446,873199,446,873199,446,873199,446,873 188,924,134


Long term borrowings 24 99,650,71599,650,71599,650,71599,650,71599,650,715 49,260,184

Deferred tax liabilities 16 13,156,03313,156,03313,156,03313,156,03313,156,033 9,014,341

NON-CURRENT LIABILITIESNON-CURRENT LIABILITIESNON-CURRENT LIABILITIESNON-CURRENT LIABILITIESNON-CURRENT LIABILITIES 122,974,982122,974,982122,974,982122,974,982122,974,982 73,149,368

322,421,855322,421,855322,421,855322,421,855322,421,855 262,073,502


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STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2005

<–– Non-Distributable ––><–– Non-Distributable ––><–– Non-Distributable ––><–– Non-Distributable ––><–– Non-Distributable ––> DistributableDistributableDistributableDistributableDistributable

OtherOtherOtherOtherOther RetainedRetainedRetainedRetainedRetained

ShareShareShareShareShare ShareShareShareShareShare reserves reserves reserves reserves reserves profitsprofitsprofitsprofitsprofits

capitalcapitalcapitalcapitalcapital premiumpremiumpremiumpremiumpremium (Note 29) (Note 29) (Note 29) (Note 29) (Note 29) (Note 30)(Note 30)(Note 30)(Note 30)(Note 30) TotalTotalTotalTotalTotal



Issue of share capital pursuant

to ESOS 8,500 5,865 - - 14,365

Expenses in relation to prior year

issuance of ordinary shares - (44,000) - - (44,000)


Dividend - - - (1,572,830) (1,572,830)




Dividend - - - (1,966,038) (1,966,038)



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CASH FLOW STATEMENTFor the year ended 31 December 2005

20052005200520052005 20042004200420042004


CASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIESCASH FLOWS FROM OPERATING ACTIVITIES


Adjustment for:

Provision for retirement benefits ----- 1,564,994

Write back of provision for retirement benefits (3,153,112(3,153,112(3,153,112(3,153,112(3,153,112))))) -

Impairment of Investment 30,42030,42030,42030,42030,420 22,597

Bad debts written off 6,775,4026,775,4026,775,4026,775,4026,775,402 7,796,491

Allowance for doubtful debts 9,997,4869,997,4869,997,4869,997,4869,997,486 4,808,097

Write back of allowance for doubtful debts (7,420,048(7,420,048(7,420,048(7,420,048(7,420,048))))) (7,783,662)

Write back of provision for obsolete inventories (615,571(615,571(615,571(615,571(615,571))))) -

Depreciation 16,285,18916,285,18916,285,18916,285,18916,285,189 17,484,710

Property, plant and equipment written off 233,459233,459233,459233,459233,459 527

Gain on disposal of property, plant and equipment (139,000(139,000(139,000(139,000(139,000))))) (53,112)

Deposits payable written back ----- (143,546)

Accruals written back (492,530(492,530(492,530(492,530(492,530))))) (914,818)

Interest income (1,812,060(1,812,060(1,812,060(1,812,060(1,812,060))))) (2,248,309)

Interest expenses 6,567,1536,567,1536,567,1536,567,1536,567,153 5,399,875

Dividend income (566,020(566,020(566,020(566,020(566,020))))) (334,536)

Operating profit before working capital changes 43,926,08043,926,08043,926,08043,926,08043,926,080 41,288,341

Increase in receivables (38,607,770(38,607,770(38,607,770(38,607,770(38,607,770))))) (6,004,435)

Decrease/(increase) in inventories 6,807,1716,807,1716,807,1716,807,1716,807,171 (52,817,956)

Increase in payables 2,903,6482,903,6482,903,6482,903,6482,903,648 2,454,850

Cash generated from/(used in) operations 15,029,12915,029,12915,029,12915,029,12915,029,129 (15,079,200)

Interest paid (5,812,263(5,812,263(5,812,263(5,812,263(5,812,263))))) (5,621,886)

Taxes paid (1,158,867(1,158,867(1,158,867(1,158,867(1,158,867))))) (879,782)

Net cash generated from/(used in)operating activities 8,057,98,057,9998,057,9998,057,9998,057,9998,057,999 (21,580,868)

CASH FLOWS FROM INVESTING ACTIVITIESCASH FLOWS FROM INVESTING ACTIVITIESCASH FLOWS FROM INVESTING ACTIVITIESCASH FLOWS FROM INVESTING ACTIVITIESCASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of a subsidiary (360,998(360,998(360,998(360,998(360,998))))) -

Dividends received 485,939485,939485,939485,939485,939 262,526

Interest received 156,441156,441156,441156,441156,441 200,467

Purchase of property, plant and equipment (16,486,771(16,486,771(16,486,771(16,486,771(16,486,771))))) (9,415,716)

Proceeds from disposal of property, plant and equipment 139,000139,000139,000139,000139,000 83,737

Withdrawal/(placement) of fixed deposits 1,190,3311,190,3311,190,3311,190,3311,190,331 (79,331)

Net cash used in investing activities (14,876,058(14,876,058(14,876,058(14,876,058(14,876,058))))) (8,948,317)

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20052005200520052005 20042004200420042004


CASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIES

(Repayment)/drawdown of short term borrowings (20,372,433(20,372,433(20,372,433(20,372,433(20,372,433))))) 39,677,200

Repayment of hire purchase and lease (3,806,571(3,806,571(3,806,571(3,806,571(3,806,571))))) (797,217)

Drawdown/(repayment) of long term borrowings 33,873,74033,873,74033,873,74033,873,74033,873,740 (12,000,000)

Payment of retirement benefits (1,561,050(1,561,050(1,561,050(1,561,050(1,561,050))))) (3,927,959)

Proceeds from issuance of ordinary shares ----- 14,365

Expenses in relation to prior year issuance of ordinary shares ----- (44,000)

Dividends paid (1,966,038(1,966,038(1,966,038(1,966,038(1,966,038))))) (1,572,830)

Net cash generated from financing activities 6,167,6486,167,6486,167,6486,167,6486,167,648 21,349,559

NET DECREASE IN CASH AND CASH EQUIVALENTSNET DECREASE IN CASH AND CASH EQUIVALENTSNET DECREASE IN CASH AND CASH EQUIVALENTSNET DECREASE IN CASH AND CASH EQUIVALENTSNET DECREASE IN CASH AND CASH EQUIVALENTS (650,411(650,411(650,411(650,411(650,411))))) (9,179,626)

CASH AND CASH EQUIVALENTS AT 1 JANUARICASH AND CASH EQUIVALENTS AT 1 JANUARICASH AND CASH EQUIVALENTS AT 1 JANUARICASH AND CASH EQUIVALENTS AT 1 JANUARICASH AND CASH EQUIVALENTS AT 1 JANUARI (3,139,039) (3,139,039) (3,139,039) (3,139,039) (3,139,039) 6,040,587

CASH AND CASH EQUIVALENTS AT 31 DECEMBER (NOTE 22)CASH AND CASH EQUIVALENTS AT 31 DECEMBER (NOTE 22)CASH AND CASH EQUIVALENTS AT 31 DECEMBER (NOTE 22)CASH AND CASH EQUIVALENTS AT 31 DECEMBER (NOTE 22)CASH AND CASH EQUIVALENTS AT 31 DECEMBER (NOTE 22) (3,789,450(3,789,450(3,789,450(3,789,450(3,789,450))))) (3,139,039)


CASH FLOW STATEMENTFor the year ended 31 December 2005

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NOTES TO THE FINANCIAL STATEMENTS31 December 2005

1.1.1.1.1. CORPORATE INFORMATIONCORPORATE INFORMATIONCORPORATE INFORMATIONCORPORATE INFORMATIONCORPORATE INFORMATION

The principal activities of the Company are the publication, printing and distribution of newspapers. The principal activities of

the subsidiaries are described in Note 13. There have been no significant changes in the nature of the principal activities during

the financial year.

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Board of

Bursa Malaysia Securities Berhad (“BMSB”). The principal place of business of the Company is located at Lot 7.01, Aras 7,

Menara PGRM, No. 8, Jalan Pudu Ulu, 56100 Cheras, Kuala Lumpur.

The number of employees in the Group and in the Company at the end of the financial year were 1,841 (2004: 1,816) and 1,344

(2004: 1,271) respectively.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on

12 April 2006.

2.2.2.2.2. SIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIES

(a)(a)(a)(a)(a) Basis of PreparationBasis of PreparationBasis of PreparationBasis of PreparationBasis of Preparation

The financial statements of the Group and of the Company have been prepared under the historical cost convention

except for the revaluation of certain land and buildings.

The financial statements comply with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting

Standards.

(b)(b)(b)(b)(b) Basis of ConsolidationBasis of ConsolidationBasis of ConsolidationBasis of ConsolidationBasis of Consolidation

(i)(i)(i)(i)(i) SubsidiariesSubsidiariesSubsidiariesSubsidiariesSubsidiaries

The consolidated financial statements include the financial statements of the Company and of all its subsidiaries.

Subsidiaries are those companies in which the Group has a long term equity interest and where it has power to

exercise control over the financial and operating policies so as to obtain benefits from their activities.

Subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method of accounting,

the results of subsidiaries acquired or disposed of during the financial year are included in the consolidated income

statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. The assets and

liabilities of a subsidiary are measured at their fair values at the date of acquisition. The difference between the cost

of an acquisition and the fair value of the Group's share of the net assets of the acquired subsidiary at the date of

acquisition is included in the consolidated balance sheet as goodwill or negative goodwill arising on consolidation.

Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and the consolidated

financial statements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs

cannot be recovered.

The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s share of

its net assets together with any unamortised balance of goodwill and exchange differences.

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Minority interests in the consolidated balance sheet consists of the minorities' share of the fair value of the identifiable

assets and liabilities of the acquiree as at acquisition date and the minorities' share of movements in the acquiree's

equity since then.

(ii)(ii)(ii)(ii)(ii) AssociatesAssociatesAssociatesAssociatesAssociates

Associates are those entities in which the Group exercises significant influence but not control, through participation

in the financial and operating policy decisions of the entities.

Investments in associates are accounted for in the consolidated financial statements by the equity method of accounting

based on the audited or management financial statements of the associates. Under the equity method of accounting,

the Group’s share of profits less losses of associates during the financial year is included in the consolidated income

statement. The Group's interest in associates is carried in the consolidated balance sheet at cost plus the Group's

share of post-acquisition retained profits or accumulated losses and other reserves.

Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the Group's

interest in the associates. Unrealised losses are eliminated unless cost cannot be recovered.

(c)(c)(c)(c)(c) GoodwillGoodwillGoodwillGoodwillGoodwill

Goodwill represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets

and liabilities of a subsidiary or associate at the date of acquisition.

Goodwill or reserve on consolidation is expensed off or credited to the income statement in the year of acquisition.

(d)(d)(d)(d)(d) Investments in Subsidiaries and AssociatesInvestments in Subsidiaries and AssociatesInvestments in Subsidiaries and AssociatesInvestments in Subsidiaries and AssociatesInvestments in Subsidiaries and Associates

The Company's investments in subsidiaries and associates are stated at cost less impairment losses. The policy for the

recognition and measurement of impairment losses is in accordance with Note 2(n).

On disposal of investments, the difference between net disposal proceeds and their carrying amounts is recognised in the

income statement.

(e)(e)(e)(e)(e) Property, Plant and Equipment and DepreciationProperty, Plant and Equipment and DepreciationProperty, Plant and Equipment and DepreciationProperty, Plant and Equipment and DepreciationProperty, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost or valuation less accumulated depreciation and impairment losses. The

policy for the recognition and measurement of impairment losses is in accordance with Note 2(n).

The land, building, plant and equipment have not been revalued since they were first revalued in 1986. The directors have

not adopted a policy of regular revaluation of such assets. As permitted under the transitional provisions of IAS 16 (Revised)

: Property, Plant and Equipment adopted by the Malaysian Accounting Standards Board, these assets continue to be

stated at their 1986 valuation less accumulated depreciation. Any revaluation increase is credited to equity as a revaluation

2.2.2.2.2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)SIGNIFICANT ACCOUNTING POLICIES (CONT’D)SIGNIFICANT ACCOUNTING POLICIES (CONT’D)SIGNIFICANT ACCOUNTING POLICIES (CONT’D)SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(b)(b)(b)(b)(b) Basis of Consolidation (cont’d)Basis of Consolidation (cont’d)Basis of Consolidation (cont’d)Basis of Consolidation (cont’d)Basis of Consolidation (cont’d)

(i)(i)(i)(i)(i) Subsidiaries (cont’d)Subsidiaries (cont’d)Subsidiaries (cont’d)Subsidiaries (cont’d)Subsidiaries (cont’d)

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surplus, except to the extent that it reverses a revaluation decrease for the same asset previously recognised as an

expense, in which case the increase is recognised in the income statement to the extent of the decrease previously

recognised. A revaluation decrease is first offset against unutilised previously recognised revaluation surplus in respect of

the same asset and the balance is thereafter recognised as an expense. Upon the disposal of revalued assets, the attributable

revaluation surplus remaining in the revaluation reserve is transferred to retained profits.

Freehold land and capital work-in-progress are not depreciated. Leasehold land is depreciated over the period of the

respective leases.

Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of each

asset to its residual value over the estimated useful life at the following annual rates:

Buildings 2%

Plant and machinery 7.5%

Motor vehicles 20%

Furniture, fixtures, fittings and office equipment 20%

Computer system and computer equipment 20% - 33.3%

Billboards 16.7% - 25%

Light box display 10%

Renovations 10%

Upon the disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and the

net carrying amount is recognised in the income statement and the unutilised portion of the revaluation surplus on that

item is taken directly to retained profits.

(f)(f)(f)(f)(f) InventoriesInventoriesInventoriesInventoriesInventories

Inventories are stated at the lower of cost and net realisable value.

Cost is determined on the first-in, first-out method. The cost of raw materials comprises costs of purchase. The costs of

finished goods and work-in-progress comprise raw materials, direct labour, other direct costs and appropriate proportions

of production overheads.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion

and the estimated costs necessary to make the sale.

(g)(g)(g)(g)(g) Cash and Cash EquivalentsCash and Cash EquivalentsCash and Cash EquivalentsCash and Cash EquivalentsCash and Cash Equivalents

For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at bank, deposits at

call and short term highly liquid investments which have an insignificant risk of changes in value, net of outstanding bank

overdrafts.

2.2.2.2.2. SIGNIFICANT ACCOUNTING POLICIES (SIGNIFICANT ACCOUNTING POLICIES (SIGNIFICANT ACCOUNTING POLICIES (SIGNIFICANT ACCOUNTING POLICIES (SIGNIFICANT ACCOUNTING POLICIES (CONT’DCONT’DCONT’DCONT’DCONT’D)))))

(e)(e)(e)(e)(e) Property, Plant and Equipment and Depreciation (cont’d)Property, Plant and Equipment and Depreciation (cont’d)Property, Plant and Equipment and Depreciation (cont’d)Property, Plant and Equipment and Depreciation (cont’d)Property, Plant and Equipment and Depreciation (cont’d)

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(h)(h)(h)(h)(h) LeasesLeasesLeasesLeasesLeases

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incident to

ownership. All other leases are classified as operating leases.

(i)(i)(i)(i)(i) Finance leasesFinance leasesFinance leasesFinance leasesFinance leases

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair

values and the present value of the minimum lease payments at the inception of the leases, less accumulated

depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings. In

calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in

the lease, when it is practicable to determine; otherwise, the Company’s incremental borrowing rate is used.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance

costs, which represent the difference between the total leasing 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 leased assets is consistent with that for depreciable property, plant and equipment as

described in Note 2(e).

(ii)(ii)(ii)(ii)(ii) Operating leasesOperating leasesOperating leasesOperating leasesOperating leases

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

of the relevant lease.

(i)(i)(i)(i)(i) Provision for LiabilitiesProvision for LiabilitiesProvision for LiabilitiesProvision for LiabilitiesProvision for Liabilities

Provision for liabilities are recognised when the Group has a present obligation as result of a past event and it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate

of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best

estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the

expenditure expected to be required to settle the obligation.

Provision for restructuring costs is recognised in the period in which the Group becomes legally or contructively committed

to payment.

(j)(j)(j)(j)(j) Income TaxIncome TaxIncome TaxIncome TaxIncome Tax

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of

income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been

enacted at the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax

bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are

recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary

differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available

against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax



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is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an

asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither

accounting profit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability

is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is

recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in

which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an

acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

(k)(k)(k)(k)(k) Employee BenefitsEmployee BenefitsEmployee BenefitsEmployee BenefitsEmployee Benefits

(i)(i)(i)(i)(i) Short term benefitsShort term benefitsShort term benefitsShort term benefitsShort term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the

associated services are rendered by employees of the Group. Short term accumulating compensated absences such

as paid annual leave are recognised when the services are rendered by employees that increase their entitlement to

future compensated absences.Short term non-accumulating compensated absences such as sick leave are recognised

when the absences occur.

(ii)(ii)(ii)(ii)(ii) Defined contribution plansDefined contribution plansDefined contribution plansDefined contribution plansDefined contribution plans

As required by law, companies in Malaysia make contributions to the Employees Provident Fund ("EPF"). A foreign

subsidiary makes contributions to it’s country's statutory pension scheme. Such contributions are recognised as an

expense in the income statement as incurred.

(iii)(iii)(iii)(iii)(iii) Defined benefit plansDefined benefit plansDefined benefit plansDefined benefit plansDefined benefit plans

The Company operated a funded, defined benefit Retirement Benefit Scheme ("the Scheme") for its eligible employees,

while subsidiary companies operated an unfunded Scheme for their employees. The Group's obligations under the

Scheme, calculated using the Projected Unit Credit method, is determined based on actuarial computations by

independent actuaries, through which the amount of benefit that employees have earned in return for their service

in the current and prior year is estimated. That benefit is discounted in order to determine its present value.Actuarial

gains and losses are recognised as income or expense over the expected average remaining working lives of the

participating employees when the cumulative unrecognised actuarial gains or losses for the Scheme exceed 10% of

the higher of the present value of the defined benefit obligation and the value of plan assets. Past servise costs are

reconised immediately to the extent that benefits are already vested, and otherwise are amortised on a straight-line

basis over the average period until the amended benefits become vested.

The amount recognised in the balance sheet represents the present value of the defined benefit obligations adjusted

for unrecognised actuarial gains and losses and unrecognised past service cost, and reduced by the fair value of plan

assets. Any asset resulting from this calculation is limited to the net total of any unrecognised actuarial losses and

past service cost, and the present value of any economic benefits in the form of refunds or reductions in future

contributions to the plan.


(j)(j)(j)(j)(j) Income Tax (cont’d)Income Tax (cont’d)Income Tax (cont’d)Income Tax (cont’d)Income Tax (cont’d)

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(iv)(iv)(iv)(iv)(iv) Equity compensation benefitsEquity compensation benefitsEquity compensation benefitsEquity compensation benefitsEquity compensation benefits

The Company's ESOS allows the Company’s executives to acquire ordinary shares of the Company. No compensation

cost or obligation is recognised. When the options are exercised, equity is increased by the amount of the proceeds

received.

(v)(v)(v)(v)(v) Termination benefitsTermination benefitsTermination benefitsTermination benefitsTermination benefits

The Group pays termination benefits in cases of termination of employment within the framework of a restructuring.

Termination benefits are recognised as a liability and an expense when the Group has a detailed formal plan for the

termination and is without realistic possibility of withdrawal.

(l)(l)(l)(l)(l) Revenue RecognitionRevenue RecognitionRevenue RecognitionRevenue RecognitionRevenue Recognition

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the

enterprise and the amount of the revenue can be measured reliably.

(i)(i)(i)(i)(i) Sale of goodsSale of goodsSale of goodsSale of goodsSale of goods

Revenue arising from publication, printing and distribution of newspapers and magazines is recognised net of returns

and service tax. Revenue relating to other sale of goods is recognised net of service taxes and discounts when

transfer of risks and rewards has been completed.

(ii)(ii)(ii)(ii)(ii) Dividend incomeDividend incomeDividend incomeDividend incomeDividend income

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

(iii)(iii)(iii)(iii)(iii) Interest incomeInterest incomeInterest incomeInterest incomeInterest income

Interest income is recognised on a time proportion basis that reflects the effective yield on the asset.

(iv)(iv)(iv)(iv)(iv) Rental incomeRental incomeRental incomeRental incomeRental income

Rental income is recognised on an accrual basis in accordance with the substance of the relevant agreements.

(m)(m)(m)(m)(m) Foreign CurrenciesForeign CurrenciesForeign CurrenciesForeign CurrenciesForeign Currencies

(i)(i)(i)(i)(i) Foreign currency transactionsForeign currency transactionsForeign currency transactionsForeign currency transactionsForeign currency transactions

Transactions in foreign currencies are initially recorded in Ringgit Malaysia at rates of exchange ruling at the date of

the transaction. At each balance sheet date, foreign currency monetary items are translated into Ringgit Malaysia at

exchange rates ruling at that date. Non-monetary items initially denominated in foreign currencies, which are carried

at historical cost are translated using the historical rate as of the date of acquisition and non-monetary items which

are carried at fair value are translated using the exchange rate that existed when the values were determined.

All exchange rate differences are taken to the income statement.

(ii)(ii)(ii)(ii)(ii) Foreign entitiesForeign entitiesForeign entitiesForeign entitiesForeign entities

Financial statements of foreign consolidated subsidiaries are translated at year-end exchange rates with respect to

the assets and liabilities, and at exchange rates at the dates of the transactions with respect to the income statement.


(k)(k)(k)(k)(k) Revenue RecognRevenue RecognRevenue RecognRevenue RecognRevenue Recognition (cont’d)ition (cont’d)ition (cont’d)ition (cont’d)ition (cont’d)


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All resulting translation differences are included in the foreign exchange reserve in shareholders’ equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are expensed off as described in Note

2(c).

The principal exchange rates used for each respective unit of foreign currency ruling at the balance sheet date are as

follows:

20052005200520052005 20042004200420042004


Singapore Dollar 2.272.272.272.272.27 2.32

Indonesian Rupiah (100 units) 0.040.040.040.040.04 0.04

(n)(n)(n)(n)(n) Impairment of AssetsImpairment of AssetsImpairment of AssetsImpairment of AssetsImpairment of Assets

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any

indication of impairment. If any such indication exists, impairment is measured by comparing the carrying values of the

assets with their recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is

measured by reference to discounted future cash flows.

An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at

revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any unutilised

previously recognised revaluation surplus for the same asset.

(o)(o)(o)(o)(o) Financial InstrumentsFinancial InstrumentsFinancial InstrumentsFinancial InstrumentsFinancial Instruments

Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions

of the instruments.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement.

Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as expense or

income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial

instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or

to realise the asset and settle the liability simultaneously.

(i)(i)(i)(i)(i) Other non-current investmentsOther non-current investmentsOther non-current investmentsOther non-current investmentsOther non-current investments

Non-current investments other than investments in subsidiaries and associates are stated at cost less impairment

losses. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is

recognised in the income statement.

2.2.2.2.2. SIGNIFICANT ACCOUNTING POLICIESIGNIFICANT ACCOUNTING POLICIESIGNIFICANT ACCOUNTING POLICIESIGNIFICANT ACCOUNTING POLICIESIGNIFICANT ACCOUNTING POLICIES (CONT’D)S (CONT’D)S (CONT’D)S (CONT’D)S (CONT’D)

(m)(m)(m)(m)(m) Foreign Currencies (cont’d)Foreign Currencies (cont’d)Foreign Currencies (cont’d)Foreign Currencies (cont’d)Foreign Currencies (cont’d)

(ii)(ii)(ii)(ii)(ii) Foreign entities (cont’d)Foreign entities (cont’d)Foreign entities (cont’d)Foreign entities (cont’d)Foreign entities (cont’d)

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(ii)(ii)(ii)(ii)(ii) Marketable securitiesMarketable securitiesMarketable securitiesMarketable securitiesMarketable securities

Marketable securities are carried at the lower of cost and market value, determined on an aggregate basis. Cost is

determined on the weighted average basis while market value is determined based on quoted market values. Increases

or decreases in the carrying amount of marketable securities are recognised in the income statement. On disposal of

marketable securities, the difference between net disposal proceeds and the carrying amount is recognised in the

income statement.

(iii)(iii)(iii)(iii)(iii) Trade receivablesTrade receivablesTrade receivablesTrade receivablesTrade receivables

Trade receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate

is made for doubtful debts based on review of all outstanding amounts as at the balance sheet date.

(iv)(iv)(iv)(iv)(iv) Trade payablesTrade payablesTrade payablesTrade payablesTrade payables

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

services received.

(v)(v)(v)(v)(v) Interest-bearing borrowingsInterest-bearing borrowingsInterest-bearing borrowingsInterest-bearing borrowingsInterest-bearing borrowings

Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of transaction

costs.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are

assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as

part of the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. The

amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate which is the

weighted average of the borrowing costs applicable to the Group’s borrowings that are outstanding during the financial

year, other than borrowings made specifically for the purpose of acquiring another qualifying assets. For borrowings

made specifically for the purpose of acquiring qualifying assets, the amount of borrowing costs eligible for capitalisation

is the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary

investment of funds drawndown from that borrowing facility.

All other borrowing costs are recognised as an expense in the income statement in the period in which they are

incurred.

(vi)(vi)(vi)(vi)(vi) Equity instrumentsEquity instrumentsEquity instrumentsEquity instrumentsEquity instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in the period in which they are

declared.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity

transaction costs comprise only those incremental external costs directly attributable to the equity transaction which

would otherwise have been avoided.


(o)(o)(o)(o)(o) Financial InstrumFinancial InstrumFinancial InstrumFinancial InstrumFinancial Instruments (cont’d)ents (cont’d)ents (cont’d)ents (cont’d)ents (cont’d)


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3.3.3.3.3. REVENUEREVENUEREVENUEREVENUEREVENUE

Revenue of the Group and of the Company consist of the following:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004

RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM

Publishing, distribution and advertisements 358,653,175358,653,175358,653,175358,653,175358,653,175 347,125,451 292,144,082292,144,082292,144,082292,144,082292,144,082 268,137,746

Printing 6,784,8076,784,8076,784,8076,784,8076,784,807 10,251,588 ----- -

Information technology and multimedia 6,687,9716,687,9716,687,9716,687,9716,687,971 7,166,300 ----- -

Investment holding, management

services and others 46,36346,36346,36346,36346,363 90,014 ----- -

372,172,316372,172,316372,172,316372,172,316372,172,316 364,633,353 292,144,082292,144,082292,144,082292,144,082292,144,082 268,137,746

4. OTHER OPERATING INCOME4. OTHER OPERATING INCOME4. OTHER OPERATING INCOME4. OTHER OPERATING INCOME4. OTHER OPERATING INCOME

Included in other operating income are the following:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Dividend

- quoted shares in Malaysia 379,628379,628379,628379,628379,628 225,689 1,7701,7701,7701,7701,770 1,536

- subsidiary ----- - 273,000273,000273,000273,000273,000 273,000

- associates ----- - 291,250291,250291,250291,250291,250 60,000

Gain on disposal of property, plant

and equipment 480,379480,379480,379480,379480,379 387,926 139,000139,000139,000139,000139,000 53,112

Building rental 370,157370,157370,157370,157370,157 747,120 2,962,1572,962,1572,962,1572,962,1572,962,157 3,541,968

Gain on disposal of other investments ----- 30,742 ----- -

Interest income charged to subsidiaries ----- - 1,655,6191,655,6191,655,6191,655,6191,655,619 2,047,842

Interest income on deposits 300,119300,119300,119300,119300,119 585,447 63,00363,00363,00363,00363,003 111,006

Interest income - others 342,093342,093342,093342,093342,093 89,900 93,43893,43893,43893,43893,438 89,461

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5 .5 .5 .5 .5 . STAFF COSTSSTAFF COSTSSTAFF COSTSSTAFF COSTSSTAFF COSTS


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Wages and salaries 69,029,62169,029,62169,029,62169,029,62169,029,621 67,342,318 51,845,69651,845,69651,845,69651,845,69651,845,696 50,244,266

Termination benefits ----- 618,777 ----- -

Social security costs 785,294785,294785,294785,294785,294 628,098 593,209593,209593,209593,209593,209 461,995

Short term accumulating compensated absences 40,18340,18340,18340,18340,183 27,517 ----- -

Defined contribution plans 8,676,5348,676,5348,676,5348,676,5348,676,534 7,670,616 6,551,6436,551,6436,551,6436,551,6436,551,643 5,775,981

Defined benefit plans (Note 23) (4,108,177)(4,108,177)(4,108,177)(4,108,177)(4,108,177) 1,778,800 (3,153,112)(3,153,112)(3,153,112)(3,153,112)(3,153,112) 1,564,994

Other staff related expenses 13,456,35813,456,35813,456,35813,456,35813,456,358 11,892,160 8,659,6578,659,6578,659,6578,659,6578,659,657 7,537,281

87,879,81387,879,81387,879,81387,879,81387,879,813 89,958,286 64,497,09364,497,09364,497,09364,497,09364,497,093 65,584,517

Included in staff costs of the Group and of the Company are executive directors' remuneration amounting to RM2,747,135

(2004: RM2,914,560) and RM1,665,794 (2004: RM1,477,840) respectively as further disclosed in Note 6.

6. DIRECTORS' REMUNERATION6. DIRECTORS' REMUNERATION6. DIRECTORS' REMUNERATION6. DIRECTORS' REMUNERATION6. DIRECTORS' REMUNERATION


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Directors of the CompanyDirectors of the CompanyDirectors of the CompanyDirectors of the CompanyDirectors of the Company

Executive:

Salaries and other emoluments 1,194,4001,194,4001,194,4001,194,4001,194,400 1,062,800 1,154,4001,154,4001,154,4001,154,4001,154,400 1,012,800

Fees 120,000120,000120,000120,000120,000 120,000 120,000120,000120,000120,000120,000 120,000

Bonus - current year's provisions 179,400179,400179,400179,400179,400 158,800 179,400179,400179,400179,400179,400 158,800

Defined contribution plans 216,794216,794216,794216,794216,794 192,240 211,994211,994211,994211,994211,994 186,240

Benefits-in-kind 201,362201,362201,362201,362201,362 196,786 196,995196,995196,995196,995196,995 192,827

1,911,9561,911,9561,911,9561,911,9561,911,956 1,730,626 1,862,7891,862,7891,862,7891,862,7891,862,789 1,670,667

Non-Executive:

Fees 240,000240,000240,000240,000240,000 222,253 240,000240,000240,000240,000240,000 222,253

Other DirectorsOther DirectorsOther DirectorsOther DirectorsOther Directors

Executive:

Salaries and other emoluments 733,530733,530733,530733,530733,530 892,780 ----- -

Bonus - current year's provisions 115,096115,096115,096115,096115,096 116,875 ----- -

Defined contribution plans 187,915187,915187,915187,915187,915 141,673 ----- -

Retrenchment benefits ----- 229,392 ----- -

Benefits-in-kind 52,76752,76752,76752,76752,767 24,902 ----- -

1,089,3081,089,3081,089,3081,089,3081,089,308 1,405,622 ----- -


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Non-Executive:

Fees ----- 17,167 ----- -

Total 3,241,2643,241,2643,241,2643,241,2643,241,264 3,375,668 2,102,7892,102,7892,102,7892,102,7892,102,789 1,892,920

Analysis excluding benefits-in-kind:

Total executive directors' remuneration (Note 5) 2,747,1352,747,1352,747,1352,747,1352,747,135 2,914,560 1,665,7941,665,7941,665,7941,665,7941,665,794 1,477,840

Total non-executive directors' remuneration 240,000240,000240,000240,000240,000 239,420 240,000240,000240,000240,000240,000 222,253

Total directors' remuneration 2,987,1352,987,1352,987,1352,987,1352,987,135 3,153,980 1,905,7941,905,7941,905,7941,905,7941,905,794 1,700,093

The number of directors of the Company whose total remuneration during the year fell within the following bands is analysed

below:

NUMBER OF DIRECTORS NUMBER OF DIRECTORS NUMBER OF DIRECTORS NUMBER OF DIRECTORS NUMBER OF DIRECTORS

20052005200520052005 20042004200420042004

Executive directors:

RM450,001 – RM500,000 ----- 1

RM500,001 – RM550,000 11111 -

RM550,001 – RM600,000 ----- 2

RM600,001 – RM650,000 ----- -

RM650,001 – RM700,000 22222 -

Non-Executive directors:

Below RM50,000 66666 7

6. DIRECTORS' REMUNERATION (CONT’D)6. DIRECTORS' REMUNERATION (CONT’D)6. DIRECTORS' REMUNERATION (CONT’D)6. DIRECTORS' REMUNERATION (CONT’D)6. DIRECTORS' REMUNERATION (CONT’D)


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


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Profit from operations is stated after charging/(crediting):

GROUP GROUP GROUP GROUP GROUP COMPANY COMPANY COMPANY COMPANY COMPANY

20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Non-executive directors' remuneration (Note 6) 240,000240,000240,000240,000240,000 239,420 240,000240,000240,000240,000240,000 222,253

Auditors’ remuneration:

- statutory audit 193,335193,335193,335193,335193,335 193,979 55,00055,00055,00055,00055,000 55,000

- other services 3,0003,0003,0003,0003,000 3,000 3,0003,0003,0003,0003,000 3,000

Office/warehouse rental 3,485,4963,485,4963,485,4963,485,4963,485,496 3,038,986 5,068,1725,068,1725,068,1725,068,1725,068,172 3,611,486

Equipment rental 192,359192,359192,359192,359192,359 144,818 77,67977,67977,67977,67977,679 77,628

Allowance for doubtful debts 4,762,0014,762,0014,762,0014,762,0014,762,001 5,308,938 9,997,4869,997,4869,997,4869,997,4869,997,486 4,808,097

Write back of allowance for doubtful debts (7,904,772(7,904,772(7,904,772(7,904,772(7,904,772))))) (7,957,554) (7,420,048(7,420,048(7,420,048(7,420,048(7,420,048))))) (7,783,662)

Bad debts written off 6,796,7556,796,7556,796,7556,796,7556,796,755 7,805,916 6,775,4026,775,4026,775,4026,775,4026,775,402 7,796,491

Bad debts recovered (93,081(93,081(93,081(93,081(93,081))))) (428,627) (15,856(15,856(15,856(15,856(15,856))))) -

Allowance for inventories obsolescence 26,84726,84726,84726,84726,847 361,278 - -

Write back of allowance for obsolete inventories (569,778 (569,778 (569,778 (569,778 (569,778))))) (275,230) (615,571(615,571(615,571(615,571(615,571))))) -

Property, plant and equipment written off 754,261754,261754,261754,261754,261 341,243 233,459233,459233,459233,459233,459 527

Impairment of investments 815,677815,677815,677815,677815,677 22,597 30,42030,42030,42030,42030,420 22,597

Write back of impairment of investments ----- (183,509) ----- -

Impairment of property, plant and

equipment 1,924,0301,924,0301,924,0301,924,0301,924,030 794,648 ----- -

Reversal of impairment of property,

plant and equipment (7) (7) (7) (7) (7) - ----- -

Deposits payable written back - (293,371) ----- (143,546)

Accruals written back (434,853)(434,853)(434,853)(434,853)(434,853) (1,141,891) (492,530(492,530(492,530(492,530(492,530))))) (914,818)

8.8.8.8.8. FINANCE COSTSFINANCE COSTSFINANCE COSTSFINANCE COSTSFINANCE COSTS

Included in finance costs are the following:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Interest expense on borrowings and overdrafts 6,490,7116,490,7116,490,7116,490,7116,490,711 5,981,975 6,108,0106,108,0106,108,0106,108,0106,108,010 5,285,683

Interest expense on hire purchase

and finance lease 605,576605,576605,576605,576605,576 401,652 459,143459,143459,143459,143459,143 114,192

7.7.7.7.7. PROFIT FROM OPERATIONSPROFIT FROM OPERATIONSPROFIT FROM OPERATIONSPROFIT FROM OPERATIONSPROFIT FROM OPERATIONS


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9.9.9.9.9. TAXATIONTAXATIONTAXATIONTAXATIONTAXATION


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Tax expense for the year:

Malaysian income tax 3,332,3313,332,3313,332,3313,332,3313,332,331 2,291,428 1,304,0001,304,0001,304,0001,304,0001,304,000 728,000

Deferred tax (Note 16):

Relating to origination and reversal

of temporary differences 4,154,1474,154,1474,154,1474,154,1474,154,147 3,042,701 4,230,8624,230,8624,230,8624,230,8624,230,862 3,147,686

(Over)/under provision in prior years (98,633)(98,633)(98,633)(98,633)(98,633) 1,063,821 (89,170)(89,170)(89,170)(89,170)(89,170) 773,562

4,055,5144,055,5144,055,5144,055,5144,055,514 4,106,522 4,141,6924,141,6924,141,6924,141,6924,141,692 3,921,248

Taxation (over)/underprovided in prior years (388,147)(388,147)(388,147)(388,147)(388,147) 17,110 35,84335,84335,84335,84335,843 -

Share of taxation of associates 819,135819,135819,135819,135819,135 600,320 ----- -

7,818,8337,818,8337,818,8337,818,8337,818,833 7,015,380 5,481,5355,481,5355,481,5355,481,5355,481,535 4,649,248

Domestic income tax is calculated at the Malaysian statutory tax rate of 28% (2004: 28%) of the estimated assessable profit for

the year. Certain subsidiaries with issued and paid-up capital of RM2,500,000 and below are eligible for the following tax rate:

ESTIMATED ASSESSABLE PROFITESTIMATED ASSESSABLE PROFITESTIMATED ASSESSABLE PROFITESTIMATED ASSESSABLE PROFITESTIMATED ASSESSABLE PROFIT TAX RATETAX RATETAX RATETAX RATETAX RATE

RM500,000 and less 20%

more than RM500,000 28%

Taxation for other jurisdiction 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 the Company is as follows:

20052005200520052005 20042004200420042004


GROUPGROUPGROUPGROUPGROUP


Taxation at Malaysian statutory tax rate of 28% (2004: 28%) 8,174,6958,174,6958,174,6958,174,6958,174,695 5,481,394

Effect of tax rate of 20% (81,016)(81,016)(81,016)(81,016)(81,016) (86,944)

Income not subject to tax (637,221(637,221(637,221(637,221(637,221))))) (1,306,083)

Expenses not deductible for tax purposes 2,928,2792,928,2792,928,2792,928,2792,928,279 1,989,305

Utilisation of reinvestment allowances (2,682,044(2,682,044(2,682,044(2,682,044(2,682,044))))) (1,418,288)

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10. EARNINGS PER SHARE10. EARNINGS PER SHARE10. EARNINGS PER SHARE10. EARNINGS PER SHARE10. EARNINGS PER SHARE

(a)(a)(a)(a)(a) BasicBasicBasicBasicBasic

Basic earnings per share is calculated by dividing the net profit for the year by the weighted average number of ordinary

shares in issue during the financial year.


20052005200520052005 2004 2004 2004 2004 2004

Net profit for the year (RM) 21,325,87221,325,87221,325,87221,325,87221,325,872 12,496,274

Weighted average number of ordinary shares in issue 109,224,337109,224,337109,224,337109,224,337109,224,337 109,222,247

Basic earnings per share (sen) 19.5219.5219.5219.5219.52 11.44


20052005200520052005 20042004200420042004


Utilisation of previously unrecognised tax losses and unabsorbed capital allowances (351,448(351,448(351,448(351,448(351,448))))) (198,093)

Deferred tax assets not recognised in respect of current year's tax losses and

unabsorbed capital allowances 954,368 954,368 954,368 954,368 954,368 1,473,158

(Over)/under provision of deferred tax in prior years (98,633(98,633(98,633(98,633(98,633))))) 1,063,821

(Over)/under provision of tax expense in prior years (388,147)(388,147)(388,147)(388,147)(388,147) 17,110

Tax expense for the year 7,818,8337,818,8337,818,8337,818,8337,818,833 7,015,380

COMPANYCOMPANYCOMPANYCOMPANYCOMPANY


Taxation at Malaysian statutory tax rate of 28% (2004: 28%) 5,105,8875,105,8875,105,8875,105,8875,105,887 4,392,929

Income not subject to tax (561,865)(561,865)(561,865)(561,865)(561,865) (812,493)

Expenses not deductible for tax purposes 3,672,8843,672,8843,672,8843,672,8843,672,884 1,713,538

Utilisation of reinvestment allowances (2,682,044)(2,682,044)(2,682,044)(2,682,044)(2,682,044) (1,418,288)

(Over)/under provision of deferred tax in prior years (89,170)(89,170)(89,170)(89,170)(89,170) 773,562

Underprovision of tax expense in prior years 35,84335,84335,84335,84335,843 -

Tax expense for the year 5,481,5355,481,5355,481,5355,481,5355,481,535 4,649,248

Tax savings during the financial year arising from:


20052005200520052005 20042004200420042004


Utilisation of current year tax losses ----- 38,482

9.9.9.9.9. TAXATION (TAXATION (TAXATION (TAXATION (TAXATION (CONT’DCONT’DCONT’DCONT’DCONT’D)))))

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(b) Diluted(b) Diluted(b) Diluted(b) Diluted(b) Diluted

For the purpose of calculating diluted earnings per share, the net profit for the year and the weighted average number of

ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares,

i.e. share options granted to executives.

10. EARNINGS PER SHARE (CONT’D)10. EARNINGS PER SHARE (CONT’D)10. EARNINGS PER SHARE (CONT’D)10. EARNINGS PER SHARE (CONT’D)10. EARNINGS PER SHARE (CONT’D)


20052005200520052005 20042004200420042004

Net profit for the year (RM) 21,325,87221,325,87221,325,87221,325,87221,325,872 12,496,274

Weighted average number of ordinary shares in issue 109,224,337109,224,337109,224,337109,224,337109,224,337 109,222,247

Weighted average number of ordinary shares which would

be issued for assumed exercise of ESOS 294,752294,752294,752294,752294,752 -

Adjusted weighted average number of ordinary shares in

issued and issuable 109,519,089109,519,089109,519,089109,519,089109,519,089 109,222,247

Diluted earnings per share (sen) 19.4719.4719.4719.4719.47 11.44

There was no dilution of earnings per share for the previous financial year since the effect of ESOS was anti-dilutive.

11. DIVIDENDS11. DIVIDENDS11. DIVIDENDS11. DIVIDENDS11. DIVIDENDS

NET DIVIDENDNET DIVIDENDNET DIVIDENDNET DIVIDENDNET DIVIDEND

AMOUNTAMOUNTAMOUNTAMOUNTAMOUNT PER ORDINARY SHAREPER ORDINARY SHAREPER ORDINARY SHAREPER ORDINARY SHAREPER ORDINARY SHARE

20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004

RMRMRMRMRM RMRMRMRMRM SenSenSenSenSen SenSenSenSenSen

First and FinalFirst and FinalFirst and FinalFirst and FinalFirst and Final

2.5% less 28% taxation, on 109,224,337

ordinary shares, declared on 7 June 2005

and paid on 5 August 2005 ----- 1,966,038 ----- 1.80

2.5% less 28% taxation, on 109,224,337

ordinary shares 1,966,0381,966,0381,966,0381,966,0381,966,038 - 1.801.801.801.801.80 -

1,966,0381,966,0381,966,0381,966,0381,966,038 1,966,038 1.801.801.801.801.80 1.80

At the forthcoming Annual General Meeting, a first and final dividend in respect of the current financial year ended 31 December

2005, of 2.5% less of 28% taxation on 109,224,337 ordinary shares, amounting to a dividend payable of RM1,966,038 (1.80

sen net per ordinary share) will be proposed for shareholders' approval. The financial statements for the current financial year

do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in shareholders'

equity as an appropriation of retained profits in the next financial year ending 31 December 2006.

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12. PROPERTY, PLANT AND EQUIPMENT12. PROPERTY, PLANT AND EQUIPMENT12. PROPERTY, PLANT AND EQUIPMENT12. PROPERTY, PLANT AND EQUIPMENT12. PROPERTY, PLANT AND EQUIPMENT

MotorMotorMotorMotorMotor

CapitalCapitalCapitalCapitalCapital vehicles,vehicles,vehicles,vehicles,vehicles,

Land andLand andLand andLand andLand and work-in-work-in-work-in-work-in-work-in- plant andplant andplant andplant andplant and OtherOtherOtherOtherOther

buildings*buildings*buildings*buildings*buildings* progressprogressprogressprogressprogress machinerymachinerymachinerymachinerymachinery assets**assets**assets**assets**assets** TotalTotalTotalTotalTotal

RMRMRMRMRM RMRMRMRMRM RM RM RM RM RM RMRMRMRMRM RMRMRMRMRM


Cost/ValuationCost/ValuationCost/ValuationCost/ValuationCost/Valuation

At 1 January 2005 141,278,412 494,916 174,966,578 118,706,902 435,446,808

Additions 334,131 20,221,107 12,649,526 5,752,299 38,957,063

Disposals - - (1,729,521) (2,022,056) (3,751,577)

Written off - - (6,284,600) (33,217,154) (39,501,754)

Reclassifications 105,194 (2,918,844) (9,500) 2,823,150

Exchange differences - - (35,357) (3,641) (38,998)

At 31 December 2005 141,717,737 17,797,179 179,557,126 92,039,500 431,111,542

Representing:

Cost 129,430,037 17,797,179 170,259,276 91,982,126 409,468,618

Valuation 12,287,700 - 9,297,850 57,374 21,642,924

141,717,737 17,797,179 179,557,126 92,039,500 431,111,542

Accumulated DepreciationAccumulated DepreciationAccumulated DepreciationAccumulated DepreciationAccumulated Depreciation

and Impairmentand Impairmentand Impairmentand Impairmentand Impairment

At 1 January 2005

Accumulated depreciation 27,607,564 - 97,665,308 97,373,584 222,646,456

Accumulated impairment 22,921 - 349,679 76,279 448,879

27,630,485 - 98,014,987 97,449,863 223,095,335

Charge for the year 2,789,605 - 11,300,685 9,262,479 23,352,769

Disposals - - (1,677,630) (1,975,232) (3,652,862)

Written off - - (6,122,706) (32,624,787) (38,747,493)

Reclassifications - - (1,069) 1,069 -

Exchange differences - - (16,383) (2,550) (18,933)

Impairment - - 22,455 1,901,575 1,924,030

Reversal of impairment - - (7) - (7)

At 31 December 2005 30,420,090 - 101,520,332 74,012,417 205,952,839


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GROUP (CONT’D)GROUP (CONT’D)GROUP (CONT’D)GROUP (CONT’D)GROUP (CONT’D)

Analysed as:


Accumulated impairment 22,921 - 372,127 1,977,854 2,372,902

30,420,090 - 101,520,332 74,012,417 205,952,839

Net Book ValueNet Book ValueNet Book ValueNet Book ValueNet Book Value

At 31 December 2005:

At cost 104,535,656 17,797,179 78,036,794 18,027,083 218,396,712

At valuation 6,761,991 - - - 6,761,991

111,297,647 17,797,179 78,036,794 18,027,083 225,158,703


At cost 106,622,582 494,916 76,951,591 21,257,039 205,326,128

At valuation 7,025,345 - - - 7,025,345

113,647,927 494,916 76,951,591 21,257,039 212,351,473

Details at 1 January 2004Details at 1 January 2004Details at 1 January 2004Details at 1 January 2004Details at 1 January 2004

Cost 128,622,935 901,871 171,293,938 123,844,086 424,662,830

Valuation 12,287,700 - 9,297,850 57,374 21,642,924


Accumulated impairment - - 2,196,317 96 2,196,413

Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004 3,471,579 - 11,413,285 9,073,835 23,958,699

12. PROPERTY, PLANT AND EQUIPMENT (12. PROPERTY, PLANT AND EQUIPMENT (12. PROPERTY, PLANT AND EQUIPMENT (12. PROPERTY, PLANT AND EQUIPMENT (12. PROPERTY, PLANT AND EQUIPMENT (CONT’DCONT’DCONT’DCONT’DCONT’D)))))






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12.12.12.12.12. PROPERTY, PLANT AND EQUIPMENT (PROPERTY, PLANT AND EQUIPMENT (PROPERTY, PLANT AND EQUIPMENT (PROPERTY, PLANT AND EQUIPMENT (PROPERTY, PLANT AND EQUIPMENT (CONT’DCONT’DCONT’DCONT’DCONT’D)))))

* LAND AND BUILDINGS* LAND AND BUILDINGS* LAND AND BUILDINGS* LAND AND BUILDINGS* LAND AND BUILDINGS

Long termLong termLong termLong termLong term Short termShort termShort termShort termShort term

FreeholdFreeholdFreeholdFreeholdFreehold leaseholdleaseholdleaseholdleaseholdleasehold leaseholdleaseholdleaseholdleaseholdleasehold

land andland andland andland andland and land andland andland andland andland and land andland andland andland andland and

buildingsbuildingsbuildingsbuildingsbuildings buildingsbuildingsbuildingsbuildingsbuildings buildingsbuildingsbuildingsbuildingsbuildings TotalTotalTotalTotalTotal




At 1 January 2005 15,187,269 119,530,864 6,560,279 141,278,412

Addition - 334,131 - 334,131

Reclassification - 6,665,473 (6,560,279) 105,194

At 31 December 2005 15,187,269 126,530,468 - 141,717,737

Representing:

Cost 14,747,269 114,682,768 - 129,430,037

Valuation 440,000 11,847,700 - 12,287,700

15,187,269 126,530,468 - 141,717,737



At 1 January 2005

Accumulated depreciation 4,469,267 19,108,626 4,029,671 27,607,564

Accumulated impairment - 22,921 - 22,921

4,469,267 19,131,547 4,029,671 27,630,485

Depreciation charge for the year 296,537 2,365,394 127,674 2,789,605

Reclassification - 4,157,345 (4,157,345) -

At 31 December 2005 4,765,804 25,654,286 - 30,420,090

Analysed as:

Accumulated depreciation 4,765,804 25,631,365 - 30,397,169

Accumulated impairment - 22,921 - 22,921

4,765,804 25,654,286 - 30,420,090


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* LAND AND BUILDINGS (CONT’D)* LAND AND BUILDINGS (CONT’D)* LAND AND BUILDINGS (CONT’D)* LAND AND BUILDINGS (CONT’D)* LAND AND BUILDINGS (CONT’D)









At cost 10,111,465 94,424,191 - 104,535,656

At valuation 310,000 6,451,991 - 6,761,991

10,421,465 100,876,182 - 111,297,647


At cost 10,403,602 95,764,069 454,911 106,622,582

At valuation 314,400 4,635,248 2,075,697 7,025,345

10,718,002 100,399,317 2,530,608 113,647,927


Cost 13,950,693 114,074,656 597,586 128,622,935

Valuation 440,000 6,045,000 5,802,700 12,287,700


Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004 365,112 2,496,407 610,060 3,471,579

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At 1 January 2005 116,423,618 494,916 147,894,221 40,496,342 305,309,097

Additions 332,166 20,171,607 12,133,942 4,198,606 36,836,321

Disposals - - (491,598) - (491,598)

Written off - - (6,056,140) (15,125,250) (21,181,390)

Reclassifications 105,194 (2,918,844) (9,500) 2,823,150 -

Transfers - - 129,047 22,364 151,411

At 31 December 2005 116,860,978 17,747,679 153,599,972 32,415,212 320,623,841

Representing:

Cost 104,573,278 17,747,679 145,395,972 32,415,212 300,132,141

Valuation 12,287,700 - 8,204,000 - 20,491,700

116,860,978 17,747,679 153,599,972 32,415,212 320,623,841



At 1 January 2005 20,686,254 - 80,983,764 30,818,420 132,488,438

Charge for the year 2,282,656 - 9,506,071 4,496,462 16,285,189

Disposals - - (491,598) - (491,598)

Written off - - (5,932,883) (15,015,048) (20,947,931)

Reclassifications - - (1,069) 1,069 -

Transfers - - 103,265 18,553 121,818

At 31 December 2005 22,968,910 - 84,167,550 20,319,456 127,455,916



At cost 87,130,077 17,747,679 69,432,422 12,095,756 186,405,934

At valuation 6,761,991 - - - 6,761,991

93,892,068 17,747,679 69,432,422 12,095,756 193,167,925



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COMPANY (CONT’D)COMPANY (CONT’D)COMPANY (CONT’D)COMPANY (CONT’D)COMPANY (CONT’D)


At cost 88,712,019 494,916 66,910,457 9,677,922 165,795,314

At valuation 7,025,345 - - - 7,025,345

95,737,364 494,916 66,910,457 9,677,922 172,820,659


Cost 103,865,519 755,607 136,464,484 42,525,859 283,611,469

Valuation 12,287,700 - 8,204,000 - 20,491,700


Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004 2,798,682 - 9,545,519 5,140,509 17,484,710

* LAND AND BUILDINGS* LAND AND BUILDINGS* LAND AND BUILDINGS* LAND AND BUILDINGS* LAND AND BUILDINGS








At 1 January 2005 7,254,973 103,148,506 6,020,139 116,423,618

Additions - 332,166 - 332,166

Reclassification - 6,125,333 (6,020,139) 105,194

At 31 December 2005 7,254,973 109,606,005 - 116,860,978

Representing:

Cost 6,814,973 97,758,305 - 104,573,278

Valuation 440,000 11,847,700 - 12,287,700

7,254,973 109,606,005 - 116,860,978

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* LAND AND BUILDING (CONT’D)* LAND AND BUILDING (CONT’D)* LAND AND BUILDING (CONT’D)* LAND AND BUILDING (CONT’D)* LAND AND BUILDING (CONT’D)






COMPANY (CONT’D)COMPANY (CONT’D)COMPANY (CONT’D)COMPANY (CONT’D)COMPANY (CONT’D)



At 1 January 2005 1,277,854 15,740,239 3,668,161 20,686,254

Charge for the year 199,255 1,965,713 117,688 2,282,656

Reclassification - 3,785,849 (3,785,849)

At 31 December 2005 1,477,109 21,491,801 - 22,968,910



At cost 5,467,864 81,662,213 - 87,130,077

At valuation 310,000 6,451,991 - 6,761,991

5,777,864 88,114,204 - 93,892,068


At cost 5,662,719 82,773,019 276,281 88,712,019

At valuation 314,400 4,635,248 2,075,697 7,025,345

5,977,119 87,408,267 2,351,978 95,737,364


Cost 6,018,397 97,789,676 57,446 103,865,519

Valuation 440,000 6,045,000 5,802,700 12,287,700


Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004Depreciation charge for 2004 119,819 2,081,163 597,700 2,798,682

** Other assets consist of furniture, fixtures and fittings, office equipment, computer system and computer equipment, billboards,

light box display and renovations.

(a) During the year, the Group and the Company acquired property, plant and equipment with an aggregate cost of RM38,957,063

(2004: RM12,186,722) and RM36,836,321 (2004: RM9,865,716) respectively of which RM20,141,033 (2004: RM46,500)

and RM20,349,550 (2004: RM450,000) respectively were acquired by means of term loans, hire purchase and lease

arrangements.



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Net book value of property, plant and equipment held under hire purchase and finance lease agreements are as follows:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Plant, machinery and vehicles 4,617,9454,617,9454,617,9454,617,9454,617,945 6,203,803 1,563,6041,563,6041,563,6041,563,6041,563,604 1,357,173

Others 9,495,6599,495,6599,495,6599,495,6599,495,659 - 9,495,6599,495,6599,495,6599,495,6599,495,659 -

(b) The net book value of property, plant and equipment pledged to financial institutions for bank borrowings as referred to in

Note 24 are as follows:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Long term leasehold land and buildings 83,295,50283,295,50283,295,50283,295,50283,295,502 73,167,445 80,520,23080,520,23080,520,23080,520,23080,520,230 71,308,449

Plant and machinery 56,769,29856,769,29856,769,29856,769,29856,769,298 53,973,737 56,544,54156,544,54156,544,54156,544,54156,544,541 53,287,489

140,064,800140,064,800140,064,800140,064,800140,064,800 127,141,182 137,064,771137,064,771137,064,771137,064,771137,064,771 124,595,938

(c) Included in property, plant and equipment of the Group and of the Company are fully depreciated assets which are still in

use costing RM58,267,504 (2004: RM71,735,340) and RM36,821,510 (2004: RM52,822,119) respectively.

(d) The land and buildings and plant and machinery stated at valuation were revalued on 22 July 1986 by the directors based

on professional valuation carried out by an independent firm of valuers on the fair market value basis for land and buildings

and on replacement cost basis for plant and machinery.

Due to the absence of historical records some years ago, the net book value of the land and buildings that is required to be

included in the financial statements of the Group and of the Company as at 31 December 2005 at historical cost less

accumulated depreciation, is not disclosed.

(e) Interest expense capitalised during the financial year under work-in-progress of the Group and of the Company amounted

to RM1,702,360 (2004:Nil)

(f) On 7 July 2005, the Company had entered into a Sale and Purchase Agreement (”SPA”) with Stabilite Properties Sdn Bhd.

for the disposal of a piece of land for a cash consideration of RM12,636,507, as disclosed in Note 34. The gain or loss on

the sale of the property will only be recognised upon completion of the agreement.


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13.13.13.13.13. INVESTMENT IN SUBSIDIARIESINVESTMENT IN SUBSIDIARIESINVESTMENT IN SUBSIDIARIESINVESTMENT IN SUBSIDIARIESINVESTMENT IN SUBSIDIARIES

COMPANY COMPANY COMPANY COMPANY COMPANY

20052005200520052005 20042004200420042004


Unquoted shares, at cost 34,337,249 33,976,251

Less: Accumulated impairment (3,622,289) (3,622,289)

30,714,960 30,353,962

Details of the subsidiaries are as follows:

Equity InterestEquity InterestEquity InterestEquity InterestEquity Interest

Country ofCountry ofCountry ofCountry ofCountry of Held (%)Held (%)Held (%)Held (%)Held (%) PrincipalPrincipalPrincipalPrincipalPrincipal

Name of SubsidiariesName of SubsidiariesName of SubsidiariesName of SubsidiariesName of Subsidiaries IncorporationIncorporationIncorporationIncorporationIncorporation 20052005200520052005 20042004200420042004 ActivitiesActivitiesActivitiesActivitiesActivities

Utusan Publications and

Distributors Sdn Bhd Malaysia 100 100 Publications and distribution of books

Utusan Printcorp Sdn Bhd Malaysia 100 100 Commercial printing

Utusan Karya Sdn Bhd Malaysia 100 100 Publication of magazines

Juasa Holdings Sdn Bhd Malaysia 100 100 Investment holding

Utusan Media Sales Sdn Bhd Malaysia 100 100 Print and radio advertising

UPD Sdn Bhd Malaysia 100 100 Outdoor advertising

Utusan Sinar Media Sdn Bhd Malaysia 100 100 Outdoor advertising

PT. Sinar Media Advertising* Indonesia 100 100 Outdoor advertising

PT. MitraCipta InterNusa* Indonesia - 80 Outdoor advertising

Advance Screen Sdn Bhd** Malaysia 51 51 Printing of silkscreen posters

Perfisio Solutions Sdn Bhd Malaysia 100 100 Information technology and multimedia

Utusan Sight & Sound Sdn Bhd Malaysia 100 100 Video post-production editing

VNR Media Technologies Sdn Bhd Malaysia 100 100 Provision of virtual newsroom

infrastructure

Utusan Binders Sdn Bhd Malaysia 100 100 Binding of books and publications

Utusan Events Management Sdn Bhd Malaysia 100 100 Exhibition and exposition organiser

Net Space Learning Sdn Bhd Malaysia 100 100 Information technology and multimedia

U-Print Sdn Bhd Malaysia 100 100 Printing of security documents

Net Space Production Sdn Bhd Malaysia 100 100 Dormant

Utusan Audio Sdn Bhd Malaysia 100 100 Dormant

Utusan Colourscan Sdn Bhd Malaysia 100 100 Dormant

Juasa Properties Sdn Bhd Malaysia 100 100 Dormant

KL Recorder Sdn Bhd Malaysia 100 100 Dormant

Utusan Digital Sdn Bhd Malaysia 100 100 Dormant

Tintarona Publications Sdn Bhd Malaysia 100 100 Publications and distribution of books

Advance Web Print Sdn Bhd Malaysia 100 100 Dormant

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13.13.13.13.13. INVESTMENT IN SUBSIDIARIES (CONT’D)INVESTMENT IN SUBSIDIARIES (CONT’D)INVESTMENT IN SUBSIDIARIES (CONT’D)INVESTMENT IN SUBSIDIARIES (CONT’D)INVESTMENT IN SUBSIDIARIES (CONT’D)



Name of SubsidiariesName of SubsidiariesName of SubsidiariesName of SubsidiariesName of Subsidiaries IncorporationIncorporationIncorporationIncorporationIncorporation 20052005200520052005 20042004200420042004 ActivitiesActivitiesActivitiesActivitiesActivities

Utustar (Malaysia) Sdn Bhd Malaysia 100100100100100 100 Dormant

Utusan Melayu (Singapura)

Private Limited * Singapore 100100100100100 100 Dormant

Utusan Teknologi Maklumat Sdn Bhd Malaysia 7070707070 70 Dormant

* Audited by firms of auditors other than Ernst & Young

** As disclosed in Note 34, Advance Screen Sdn Bhd. (”ASSB”) had on 29 August 2005 entered into a Sale and Purchase of Shares

Agreement with Classic Billboards (M) Sdn. Bhd. (”CBMSB”) for the disposal of 510,000 units of ordinary shares of RM1.00 each

(representing 51% of the issued and paid-up share capital) of ASSB for the purchase consideration of RM1,020,000 (Ringgit Malaysia

One Million and Twenty Thousand only). The agreement will only become effective upon completion of the receipt of sale proceeds in

April 2006.

14. INVESTMENT IN ASSOCIATES14. INVESTMENT IN ASSOCIATES14. INVESTMENT IN ASSOCIATES14. INVESTMENT IN ASSOCIATES14. INVESTMENT IN ASSOCIATES


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


In Malaysia:

Unquoted shares, at cost 189,000189,000189,000189,000189,000 508,999 189,000189,000189,000189,000189,000 508,999

Less: Accumulated impairment ----- (319,999) ----- (319,999)

189,000189,000189,000189,000189,000 189,000 189,000189,000189,000189,000189,000 189,000

Share of post-acquisition capital reserves 920,000920,000920,000920,000920,000 920,000 ----- -

Share of post-acquisition profits less losses 10,706,87910,706,87910,706,87910,706,87910,706,879 8,883,935 ----- -

11,815,87911,815,87911,815,87911,815,87911,815,879 9,992,935 189,000189,000189,000189,000189,000 189,000

The Group’s interests in the associates is analysed as follows:


20052005200520052005 20042004200420042004


Share of net assets 10,895,87910,895,87910,895,87910,895,87910,895,879 9,072,935

Reserves on acquisition 920,000920,000920,000920,000920,000 920,000

11,815,87911,815,87911,815,87911,815,87911,815,879 9,992,935

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Swan Malaysia Sdn Bhd Malaysia 4040404040 40 Manufacturing of stationery

Utusan Transport Sdn Bhd Malaysia 3030303030 30 Transportation

15.15.15.15.15. OTHER INVESTMENTSOTHER INVESTMENTSOTHER INVESTMENTSOTHER INVESTMENTSOTHER INVESTMENTS


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Unquoted at cost 3,106,0493,106,0493,106,0493,106,0493,106,049 3,330,351 240,300240,300240,300240,300240,300 464,599

Less: Accumulated impairment (286,412(286,412(286,412(286,412(286,412))))) (510,714) ----- (224,299)

2,819,6372,819,6372,819,6372,819,6372,819,637 2,819,637 240,300240,300240,300240,300240,300 240,300

16.16.16.16.16. DEFERRED TAXATIONDEFERRED TAXATIONDEFERRED TAXATIONDEFERRED TAXATIONDEFERRED TAXATION


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


At 1 January (7,347,126(7,347,126(7,347,126(7,347,126(7,347,126))))) (3,240,604) (9,014,341(9,014,341(9,014,341(9,014,341(9,014,341))))) (5,093,093)

Recognised in the income statement (Note 9) (4,055,514(4,055,514(4,055,514(4,055,514(4,055,514))))) (4,106,522) (4,141,692) (4,141,692) (4,141,692) (4,141,692) (4,141,692) (3,921,248)

At 31 December (11,402,640(11,402,640(11,402,640(11,402,640(11,402,640))))) (7,347,126) (13,156,033(13,156,033(13,156,033(13,156,033(13,156,033))))) (9,014,341)

Presented after appropriate offsetting

as follows:

Deferred tax assets 1,753,3921,753,3921,753,3921,753,3921,753,392 1,835,610 - -

Deferred tax liabilities (13,156,032(13,156,032(13,156,032(13,156,032(13,156,032))))) (9,182,736) (13,156,033)(13,156,033)(13,156,033)(13,156,033)(13,156,033) (9,014,341)

(11,402,640(11,402,640(11,402,640(11,402,640(11,402,640))))) (7,347,126) (13,156,033(13,156,033(13,156,033(13,156,033(13,156,033))))) (9,014,341)



Name of AssociatesName of AssociatesName of AssociatesName of AssociatesName of Associates IncorporationIncorporationIncorporationIncorporationIncorporation 20052005200520052005 20042004200420042004 ActivitiesActivitiesActivitiesActivitiesActivities

14.14.14.14.14. INVESTMENT IN ASSOCIATES (CONT’D)INVESTMENT IN ASSOCIATES (CONT’D)INVESTMENT IN ASSOCIATES (CONT’D)INVESTMENT IN ASSOCIATES (CONT’D)INVESTMENT IN ASSOCIATES (CONT’D)

Details of associates are as follows:

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The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:

Deferred Tax Liabilities of the Group:Deferred Tax Liabilities of the Group:Deferred Tax Liabilities of the Group:Deferred Tax Liabilities of the Group:Deferred Tax Liabilities of the Group:

AcceleratedAcceleratedAcceleratedAcceleratedAccelerated

CapitalCapitalCapitalCapitalCapital

AllowancesAllowancesAllowancesAllowancesAllowances OthersOthersOthersOthersOthers TotalTotalTotalTotalTotal

RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM

At 1 January 2005 (18,262,574) 1,557,216 (16,705,358)

Recognised in the income statement (2,390,914) (1,120,285) (3,511,199)

At 31 December 2005 (20,653,488) 436,931 (20,216,557)

At 1 January 2004 (17,415,120) 2,927,402 (14,487,718)

Recognised in the income statement (847,454) (1,370,186) (2,217,640)

At 31 December 2004 (18,262,574) 1,557,216 (16,705,358)

Deferred Tax Assets of the Group:Deferred Tax Assets of the Group:Deferred Tax Assets of the Group:Deferred Tax Assets of the Group:Deferred Tax Assets of the Group:

Tax Losses andTax Losses andTax Losses andTax Losses andTax Losses and

RetirementRetirementRetirementRetirementRetirement UnabsorbedUnabsorbedUnabsorbedUnabsorbedUnabsorbed

BenefitBenefitBenefitBenefitBenefit CapitalCapitalCapitalCapitalCapital

ObligationsObligationsObligationsObligationsObligations AllowancesAllowancesAllowancesAllowancesAllowances OthersOthersOthersOthersOthers TotalTotalTotalTotalTotal


At 1 January 2005 4,661,451 2,325,732 2,371,049 9,358,232

Recognised in the income statement 204,247 47,907 (796,469) (544,315)

At 31 December 2005 4,865,698 2,373,639 1,574,580 8,813,917

At 1 January 2004 5,307,256 2,255,043 3,684,815 11,247,114

Recognised in the income statement (645,805) 70,689 (1,313,766) (1,888,882)

At 31 December 2004 4,661,451 2,325,732 2,371,049 9,358,232

16.16.16.16.16. DEFERRED TAXATION (CONT’D)DEFERRED TAXATION (CONT’D)DEFERRED TAXATION (CONT’D)DEFERRED TAXATION (CONT’D)DEFERRED TAXATION (CONT’D)

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Deferred Tax Liabilities of the Company:Deferred Tax Liabilities of the Company:Deferred Tax Liabilities of the Company:Deferred Tax Liabilities of the Company:Deferred Tax Liabilities of the Company:

AcceleratedAcceleratedAcceleratedAcceleratedAccelerated

CapitalCapitalCapitalCapitalCapital

AllowancesAllowancesAllowancesAllowancesAllowances OthersOthersOthersOthersOthers TotalTotalTotalTotalTotal


At 1 January 2005 (17,510,515) 1,557,216 (15,953,299)


At 31 December 2005 (20,228,217) 462,057 (19,766,160)

At 1 January 2004 (16,124,203) 2,927,402 (13,196,801)


At 31 December 2004 (17,510,515) 1,557,216 (15,953,299)

Deferred Tax Assets of the Company:Deferred Tax Assets of the Company:Deferred Tax Assets of the Company:Deferred Tax Assets of the Company:Deferred Tax Assets of the Company:

RetirementRetirementRetirementRetirementRetirement UnabsorbedUnabsorbedUnabsorbedUnabsorbedUnabsorbed

BenefitBenefitBenefitBenefitBenefit CapitalCapitalCapitalCapitalCapital

ObligationsObligationsObligationsObligationsObligations AllowancesAllowancesAllowancesAllowancesAllowances OthersOthersOthersOthersOthers TotalTotalTotalTotalTotal


At 1 January 2005 4,421,154 1,715,646 802,158 6,938,958

Recognised in the income statement 276,075 12,141 (617,047) (328,831)

At 31 December 2005 4,697,229 1,727,787 185,111 6,610,127

At 1 January 2004 5,082,785 1,729,478 1,291,445 8,103,708

Recognised in the income statement (661,631) (13,832) (489,287) (1,164,750)

At 31 December 2004 4,421,154 1,715,646 802,158 6,938,958

Deferred tax assets have not been recognised in respect of the following items:


20052005200520052005 20042004200420042004


Unused tax losses 34,859,780 51,776,311

Unabsorbed capital allowances 13,214,856 33,333,320

48,074,636 85,109,631

The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the respective

subsidiaries are subject to no substantial changes in shareholdings of the respective subsidiaries under Section 44(5A) & (5B) of Income

Tax Act, 1967.

16.16.16.16.16. DEFERRED TAXATION (CONT’D)DEFERRED TAXATION (CONT’D)DEFERRED TAXATION (CONT’D)DEFERRED TAXATION (CONT’D)DEFERRED TAXATION (CONT’D)

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17.17.17.17.17. LONG TERM RECEIVABLESLONG TERM RECEIVABLESLONG TERM RECEIVABLESLONG TERM RECEIVABLESLONG TERM RECEIVABLES


20052005200520052005 20042004200420042004


Advances to employeesAdvances to employeesAdvances to employeesAdvances to employeesAdvances to employees

Minimum receivables:Minimum receivables:Minimum receivables:Minimum receivables:Minimum receivables:

Within and up to one year 440,921440,921440,921440,921440,921 186,061

After one and up to two years 434,572434,572434,572434,572434,572 339,358

875,493875,493875,493875,493875,493 525,419

Less: Future finance charges (107,638(107,638(107,638(107,638(107,638))))) (90,669)

Present value of assets 767,855767,855767,855767,855767,855 434,750

Present value of assets:Present value of assets:Present value of assets:Present value of assets:Present value of assets:

Within and up to one year 365,432365,432365,432365,432365,432 153,937

After one and up to two years 402,423402,423402,423402,423402,423 280,813

767,855767,855767,855767,855767,855 434,750

Analysed as:Analysed as:Analysed as:Analysed as:Analysed as:

Receivable within twelve months (Note 20) 365,432365,432365,432365,432365,432 153,937

Receivable after twelve months 402,423402,423402,423402,423402,423 280,813

TotalTotalTotalTotalTotal 767,855767,855767,855767,855767,855 434,750

The advances to employees relate to advances given to employees of the Group to purchase motorcycles and computers under the Staff

Motorcycle Loan Scheme and Staff Computer Loan Scheme ("Loan Schemes"). The Loan Schemes bear interest at rates ranging from

5.0% to 7.0% (2004: 7.0%) per annum and are recovered through salary deductions.

18.18.18.18.18. INVENTORIESINVENTORIESINVENTORIESINVENTORIESINVENTORIES


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


CostCostCostCostCost

Raw materials 97,002,08597,002,08597,002,08597,002,08597,002,085 102,972,128 96,135,58196,135,58196,135,58196,135,58196,135,581 102,327,181

Work-in-progress 309,610309,610309,610309,610309,610 661,356 ----- -

Finished goods 6,224,4646,224,4646,224,4646,224,4646,224,464 6,310,193 ----- -

103,536,159103,536,159103,536,159103,536,159103,536,159 109,943,677 96,135,58196,135,58196,135,58196,135,58196,135,581 102,327,181

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19. TRADE RECEIVABLES19. TRADE RECEIVABLES19. TRADE RECEIVABLES19. TRADE RECEIVABLES19. TRADE RECEIVABLES


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Trade receivables 75,164,36875,164,36875,164,36875,164,36875,164,368 91,135,604 14,306,71314,306,71314,306,71314,306,71314,306,713 14,393,789

Less: Allowance for doubtful debts (17,988,726(17,988,726(17,988,726(17,988,726(17,988,726))))) (22,480,997) (3,747,945(3,747,945(3,747,945(3,747,945(3,747,945))))) (6,920,162)

57,175,64257,175,64257,175,64257,175,64257,175,642 68,654,607 10,558,76810,558,76810,558,76810,558,76810,558,768 7,473,627

The Group's normal trade credit term ranges from 1 to 30 days (2004 : 1 to 30 days). Other credit terms are assessed and approved on a

case-by-case basis.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors.

20.20.20.20.20. OTHER RECEIVABLESOTHER RECEIVABLESOTHER RECEIVABLESOTHER RECEIVABLESOTHER RECEIVABLES


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Due from subsidiaries ----- - 135,718,400135,718,400135,718,400135,718,400135,718,400 142,950,150

Interest receivables ----- - 23,898,22623,898,22623,898,22623,898,22623,898,226 22,242,607

Less: Allowance for doubtful debts ----- - (79,763,368(79,763,368(79,763,368(79,763,368(79,763,368))))) (76,556,009)

----- - 79,853,25879,853,25879,853,25879,853,25879,853,258 88,636,748

Due from associates 86,07186,07186,07186,07186,071 139,871 86,07186,07186,07186,07186,071 139,871

Less: Allowance for doubtful debts ----- (127,999) ----- (127,999)

86,07186,07186,07186,07186,071 11,872 86,07186,07186,07186,07186,071 11,872

Deposits 45,871,18245,871,18245,871,18245,871,18245,871,182 9,384,747 44,887,79644,887,79644,887,79644,887,79644,887,796 9,037,578

Prepayments 5,845,9325,845,9325,845,9325,845,9325,845,932 4,849,501 1,524,4311,524,4311,524,4311,524,4311,524,431 1,827,639

Advances to employees (Note 17) 365,432365,432365,432365,432365,432 153,937 ----- -

Sundry receivables 5,271,3255,271,3255,271,3255,271,3255,271,325 6,589,549 4,851,0684,851,0684,851,0684,851,0684,851,068 4,937,452

Tax recoverable 1,978,4911,978,4911,978,4911,978,4911,978,491 2,030,233 98,77398,77398,77398,77398,773 204,292

59,332,36259,332,36259,332,36259,332,36259,332,362 23,007,967 51,362,06851,362,06851,362,06851,362,06851,362,068 16,006,961

Less: Allowance for doubtful debts (9,811(9,811(9,811(9,811(9,811))))) (395,086) ----- (385,275)

59,322,55159,322,55159,322,55159,322,55159,322,551 22,612,881 51,362,06851,362,06851,362,06851,362,06851,362,068 15,621,686

59,408,62259,408,62259,408,62259,408,62259,408,622 22,624,753 131,301,397131,301,397131,301,397131,301,397131,301,397 104,270,306

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The amounts due from subsidiaries are unsecured, bear an average interest of 6.6% (2004: 6.6%) per annum and have no fixed terms of

repayment.

The amounts due from associates are unsecured, interest free and have no fixed terms of repayment.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to group of debtors.

21. MARKETABLE SECURITIES21. MARKETABLE SECURITIES21. MARKETABLE SECURITIES21. MARKETABLE SECURITIES21. MARKETABLE SECURITIES


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Shares quoted in Malaysia, at cost 5,974,9895,974,9895,974,9895,974,9895,974,989 2,554,989 138,975138,975138,975138,975138,975 138,975

Less: Accumulated impairment (867,509(867,509(867,509(867,509(867,509))))) (51,832) (82,253(82,253(82,253(82,253(82,253))))) (51,833)

5,107,4805,107,4805,107,4805,107,4805,107,480 2,503,157 56,72256,72256,72256,72256,722 87,142

Market value of quoted shares in Malaysia 5,107,4805,107,4805,107,4805,107,4805,107,480 2,749,440 56,72256,72256,72256,72256,722 87,142

22. CASH AND CASH EQUIVALENTS22. CASH AND CASH EQUIVALENTS22. CASH AND CASH EQUIVALENTS22. CASH AND CASH EQUIVALENTS22. CASH AND CASH EQUIVALENTS


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Cash on hand and at banks 28,043,25328,043,25328,043,25328,043,25328,043,253 25,559,136 7,273,0887,273,0887,273,0887,273,0887,273,088 5,862,152

Deposits with: licensed banks 9,052,8619,052,8619,052,8619,052,8619,052,861 12,656,455 ----- 97,911

licensed financial institutions 4,431,9804,431,9804,431,9804,431,9804,431,980 5,707,391 ----- 1,092,420

Cash and bank balances 41,528,09441,528,09441,528,09441,528,09441,528,094 43,922,982 7,273,0887,273,0887,273,0887,273,0887,273,088 7,052,483

Less: Bank overdrafts (Note 24) (11,459,585(11,459,585(11,459,585(11,459,585(11,459,585))))) (11,612,826) (11,062,538(11,062,538(11,062,538(11,062,538(11,062,538))))) (9,001,191)

Pledged deposits (275,000(275,000(275,000(275,000(275,000))))) (1,465,331) ----- (1,190,331)

Cash and cash equivalents 29,793,50929,793,50929,793,50929,793,50929,793,509 30,844,825 (3,789,450)(3,789,450)(3,789,450)(3,789,450)(3,789,450) (3,139,039)

Included in the above deposits of the Group and of the Company are amounts of RM275,000 (2004: RM1,465,331) and RM Nil (2004:

RM1,190,331) respectively which are pledged to banks for facilities granted as referred to in Note 24.

The weighted average effective interest rates of deposits at the balance sheet date were as follows:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004

%%%%% %%%%% %%%%% %%%%%

Licensed banks 3.23.23.23.23.2 3.2 ----- 2.7

Licensed financial institutions 3.23.23.23.23.2 2.9 ----- 2.8

20. OTHER RECEIVABLES (CONT20. OTHER RECEIVABLES (CONT20. OTHER RECEIVABLES (CONT20. OTHER RECEIVABLES (CONT20. OTHER RECEIVABLES (CONT’D’D’D’D’D)))))

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The average maturities of deposits as at the end of the financial year were as follows:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004

DaysDaysDaysDaysDays DaysDaysDaysDaysDays DaysDaysDaysDaysDays DaysDaysDaysDaysDays

Licensed banks 157157157157157 279 ----- 30

Licensed financial institutions 120120120120120 137 ----- 30

23.23.23.23.23. RETIREMENT BENEFIT OBLIGATIONSRETIREMENT BENEFIT OBLIGATIONSRETIREMENT BENEFIT OBLIGATIONSRETIREMENT BENEFIT OBLIGATIONSRETIREMENT BENEFIT OBLIGATIONS

The Company operates a funded, defined benefit Retirement Benefit Scheme ("the Scheme") for its eligible employees, while subsidiary

companies operated an unfunded scheme for their employees. Contributions to the Scheme are to be made to a separately administered

fund. Under the Scheme, eligible employees are entitled to retirement benefits based on final salary on attainment of the retirement age of

55.

The amounts recognised in the balance sheet are determined as follows:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Present value of funded defined benefit obligations 20,671,78520,671,78520,671,78520,671,78520,671,785 27,092,446 20,671,78520,671,78520,671,78520,671,78520,671,785 27,092,446

Fair value of plan assets (3,895,966(3,895,966(3,895,966(3,895,966(3,895,966))))) (3,348,622) (3,895,966(3,895,966(3,895,966(3,895,966(3,895,966))))) (3,348,622)

16,775,81916,775,81916,775,81916,775,81916,775,819 23,743,824 16,775,81916,775,81916,775,81916,775,81916,775,819 23,743,824

Present value of unfunded defined benefit obligations 2,527,7212,527,7212,527,7212,527,7212,527,721 3,965,101 ----- -

Unrecognised transition asset ----- (2,727,608) ----- (2,381,353)

Net liability 19,303,54019,303,54019,303,54019,303,54019,303,540 24,981,317 16,775,81916,775,81916,775,81916,775,81916,775,819 21,362,471

Analysed as:

Current 1,044,1711,044,1711,044,1711,044,1711,044,171 1,091,705 907,441907,441907,441907,441907,441 914,994

Non-current:

After one and up to two years 775,875775,875775,875775,875775,875 1,447,205 674,277674,277674,277674,277674,277 1,447,205

After two and up to five years 2,096,2582,096,2582,096,2582,096,2582,096,258 3,717,337 1,821,7611,821,7611,821,7611,821,7611,821,761 2,763,970

Above five years 15,387,23615,387,23615,387,23615,387,23615,387,236 18,725,070 13,372,34013,372,34013,372,34013,372,34013,372,340 16,236,302

18,259,36918,259,36918,259,36918,259,36918,259,369 23,889,612 15,868,37815,868,37815,868,37815,868,37815,868,378 20,447,477

19,303,54019,303,54019,303,54019,303,54019,303,540 24,981,317 16,775,81916,775,81916,775,81916,775,81916,775,819 21,362,471

22.22.22.22.22. CASH AND CASH EQUIVALENTS (CONT’D)CASH AND CASH EQUIVALENTS (CONT’D)CASH AND CASH EQUIVALENTS (CONT’D)CASH AND CASH EQUIVALENTS (CONT’D)CASH AND CASH EQUIVALENTS (CONT’D)

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The amounts recognised in the income statement are as follows:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Current service cost 1,838,5371,838,5371,838,5371,838,5371,838,537 1,832,146 1,610,1961,610,1961,610,1961,610,1961,610,196 1,585,754

Interest cost 2,144,7532,144,7532,144,7532,144,7532,144,753 1,918,713 1,775,9531,775,9531,775,9531,775,9531,775,953 1,668,662

Expected return on plan assets (159,591(159,591(159,591(159,591(159,591))))) (128,793) (159,591(159,591(159,591(159,591(159,591))))) (128,793)

Transition amount recognised 58,94858,94858,94858,94858,948 (1,843,266) - (1,560,629)

Gain on curtailments or settlements (7,990,824)7,990,824)7,990,824)7,990,824)7,990,824) - (6,379,670)(6,379,670)(6,379,670)(6,379,670)(6,379,670) -

Total, included in staff costs (Note 5) (4,108,177)(4,108,177)(4,108,177)(4,108,177)(4,108,177) 1,778,800 (3,153,112(3,153,112(3,153,112(3,153,112(3,153,112) 1,564,994

The actual return on the plan assets of the Group and of the Company was RM93,816 (2004: RM40,143).

Movements in the net liability in the current year are as follows:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


At 1 January 24,981,31724,981,31724,981,31724,981,31724,981,317 27,402,453 21,362,47121,362,47121,362,47121,362,47121,362,471 23,736,698

Amounts recognised in the income statement (4,108,177(4,108,177(4,108,177(4,108,177(4,108,177))))) 1,778,800 (3,153,112(3,153,112(3,153,112(3,153,112(3,153,112))))) 1,564,994

Contributions paid (1,569,600(1,569,600(1,569,600(1,569,600(1,569,600))))) (4,199,936) (1,433,540(1,433,540(1,433,540(1,433,540(1,433,540))))) (3,939,221)

At 31 December 19,303,54019,303,54019,303,54019,303,54019,303,540 24,981,317 16,775,81916,775,81916,775,81916,775,81916,775,819 21,362,471

Less: Advance contributions paid (6,580,852(6,580,852(6,580,852(6,580,852(6,580,852))))) (6,395,438) (5,700,144(5,700,144(5,700,144(5,700,144(5,700,144))))) (5,572,634)

12,722,68812,722,68812,722,68812,722,68812,722,688 18,585,879 11,075,67511,075,67511,075,67511,075,67511,075,675 15,789,837

Analysed as follows:

Current 1,044,1711,044,1711,044,1711,044,1711,044,171 1,091,705 907,441907,441907,441907,441907,441 914,994

Non-current 11,678,51711,678,51711,678,51711,678,51711,678,517 17,494,174 10,168,23410,168,23410,168,23410,168,23410,168,234 14,874,843

12,722,68812,722,68812,722,68812,722,68812,722,688 18,585,879 11,075,67511,075,67511,075,67511,075,67511,075,675 15,789,837

Principal actuarial assumptions used:

20052005200520052005 20042004200420042004

%%%%% %%%%%

Discount rate 7.07.07.07.07.0 7.0

Expected return on plan assets 4.04.04.04.04.0 4.0

Expected rate of salary increases 5.05.05.05.05.0 5.0

The latest actuarial valuation undertaken for the Group was at 31 December 2005 by an independent firm of actuary. As at this dates, the

valuations indicate that the provisions for retirement benefits are sufficient to achieve the value of the benefits determined by the actuary.

23.23.23.23.23. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)RETIREMENT BENEFIT OBLIGATIONS (CONT’D)RETIREMENT BENEFIT OBLIGATIONS (CONT’D)RETIREMENT BENEFIT OBLIGATIONS (CONT’D)RETIREMENT BENEFIT OBLIGATIONS (CONT’D)

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24. BORROWINGS24. BORROWINGS24. BORROWINGS24. BORROWINGS24. BORROWINGS


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Short Term BorrowingsShort Term BorrowingsShort Term BorrowingsShort Term BorrowingsShort Term Borrowings

Secured:

Term loans 722,844722,844722,844722,844722,844 736,352 ----- -

Islamic term loan 8,000,0008,000,0008,000,0008,000,0008,000,000 ----- 8,000,0008,000,0008,000,0008,000,0008,000,000 -----

Al-Ijarah 896,974896,974896,974896,974896,974 - 896,974896,974896,974896,974896,974 -

Revolving Underwriting Facility ----- 12,000,000 ----- 12,000,000

Hire purchase and finance lease payables (Note 25) 4,847,1944,847,1944,847,1944,847,1944,847,194 1,689,100 3,661,5493,661,5493,661,5493,661,5493,661,549 532,335

14,467,01214,467,01214,467,01214,467,01214,467,012 14,425,452 12,558,52312,558,52312,558,52312,558,52312,558,523 12,532,335

Unsecured:

Bank overdrafts (Note 22) 11,459,58511,459,58511,459,58511,459,58511,459,585 11,612,826 11,062,53811,062,53811,062,53811,062,53811,062,538 9,001,191

Trust receipts 94,57694,57694,57694,57694,576 288,443 ----- -

Bankers acceptance 25,891,56725,891,56725,891,56725,891,56725,891,567 73,464,000 24,191,56724,191,56724,191,56724,191,56724,191,567 71,664,000

Revolving credits 40,300,00040,300,00040,300,00040,300,00040,300,000 14,200,000 40,000,00040,000,00040,000,00040,000,00040,000,000 12,900,000

77,745,72877,745,72877,745,72877,745,72877,745,728 99,565,269 75,254,10575,254,10575,254,10575,254,10575,254,105 93,565,191

92,212,74092,212,74092,212,74092,212,74092,212,740 113,990,721 87,812,62887,812,62887,812,62887,812,62887,812,628 106,097,526

Long Term BorrowingsLong Term BorrowingsLong Term BorrowingsLong Term BorrowingsLong Term Borrowings

Secured:

Term loans 1,095,3301,095,3301,095,3301,095,3301,095,330 1,689,208 ----- -

Islamic term loan 44,000,00044,000,00044,000,00044,000,00044,000,000 - 44,000,00044,000,00044,000,00044,000,00044,000,000 -

Al-Ijarah 6,758,9616,758,9616,758,9616,758,9616,758,961 - 6,758,9616,758,9616,758,9616,758,9616,758,961 -

Al-Istisna 45,239,28845,239,28845,239,28845,239,28845,239,288 2,605,200 45,239,28845,239,28845,239,28845,239,28845,239,288 2,605,200

Revolving Underwriting Facility ----- 46,000,000 ----- 46,000,000

Hire purchase and finance lease payables (Note 25) 3,637,1153,637,1153,637,1153,637,1153,637,115 2,013,799 3,652,4663,652,4663,652,4663,652,4663,652,466 654,984

100,730,694100,730,694100,730,694100,730,694100,730,694 52,308,207 99,650,71599,650,71599,650,71599,650,71599,650,715 49,260,184

Total BorrowingsTotal BorrowingsTotal BorrowingsTotal BorrowingsTotal Borrowings

Trust receipts 94,57694,57694,57694,57694,576 288,443 ----- -

Bank overdrafts (Note 22) 11,459,58511,459,58511,459,58511,459,58511,459,585 11,612,826 11,062,53811,062,53811,062,53811,062,53811,062,538 9,001,191

Bankers acceptance 25,891,56725,891,56725,891,56725,891,56725,891,567 73,464,000 24,191,56724,191,56724,191,56724,191,56724,191,567 71,664,000

Revolving credits 40,300,00040,300,00040,300,00040,300,00040,300,000 14,200,000 40,000,00040,000,00040,000,00040,000,00040,000,000 12,900,000

Revolving Underwriting Facility* ----- 58,000,000 ----- 58,000,000

Term loans 1,818,1741,818,1741,818,1741,818,1741,818,174 2,425,560 - -

Islamic term loan 52,000,00052,000,00052,000,00052,000,00052,000,000 - 52,000,00052,000,00052,000,00052,000,00052,000,000 -

Al-Ijarah 7,655,9357,655,9357,655,9357,655,9357,655,935 ----- 7,655,9357,655,9357,655,9357,655,9357,655,935 -

Al-Istisna 45,239,28845,239,28845,239,28845,239,28845,239,288 2,605,200445,4545 445,4545 445,4545 445,4545 445,4545 45,239,28845,239,28845,239,28845,239,28845,239,2885,239,2885,239,2885,239,2885,239,2885,239,288 2,605,200

Hire purchase and finance lease payables (Note 25) 8,484,3098,484,3098,484,3098,484,3098,484,309 3,702,899 7,314,0157,314,0157,314,0157,314,0157,314,015 1,187,319

192,943,434192,943,434192,943,434192,943,434192,943,434 166,298,928 187,463,343187,463,343187,463,343187,463,343187,463,343 155,357,710

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Maturity of borrowings (excluding hire

purchase and finance lease):

Within and up to one year 87,365,54687,365,54687,365,54687,365,54687,365,546 112,301,621 84,151,07984,151,07984,151,07984,151,07984,151,079 105,565,191

After one and up to two years 12,182,82512,182,82512,182,82512,182,82512,182,825 46, 866,465 11,957,59411,957,59411,957,59411,957,59411,957,594 46,000,000

After two and up to five years 33,366,66033,366,66033,366,66033,366,66033,366,660 644,461 32,748,92232,748,92232,748,92232,748,92232,748,922 -

Above five years 51,544,09451,544,09451,544,09451,544,09451,544,094 2,783,482 51,291,73351,291,73351,291,73351,291,73351,291,733 2,605,200

184,459,125184,459,125184,459,125184,459,125184,459,125 162,596,029 180,149,328180,149,328180,149,328180,149,328180,149,328 154,170,391

The weighted average effective interest rates and profit rates during the financial year for borrowings, excluding hire purchase and finance

lease payables, were as follows:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004

%%%%% %%%%% %%%%% %%%%%

Trust receipts 8.08.08.08.08.0 8.0 ----- -

Bank overdrafts 7.47.47.47.47.4 7.6 7.47.47.47.47.4 7.5

Bankers acceptance 3.83.83.83.83.8 3.9 3.83.83.83.83.8 3.9

Revolving credits 4.74.74.74.74.7 4.8 4.74.74.74.74.7 5.0

Revolving Underwriting Facility 4.94.94.94.94.9 4.9 4.94.94.94.94.9 4.9

Al-Istisna 7.27.27.27.27.2 7.2 7.27.27.27.27.2 7.2

Islamic term loan 5.35.35.35.35.3 - 5.35.35.35.35.3 -

Al-Ijarah 7.27.27.27.27.2 - 7.27.27.27.27.2 -

Term loans 6.26.26.26.26.2 7.6 ----- -

The borrowings are secured by the following:

(a) negative charges on the Company's assets; and/or

(b) first and second fixed charges on the land and buildings, plant and machinery of the Company and of respective subsidiaries; and/or

(c) corporate guarantees of the Company and of respective subsidiaries; and/or

(d) certain fixed deposits of the Group and of the Company.

• The Revolving Underwriting Facility has been refinanced with a new Serial Islamic Term Loan Facility of RM52 million during the financial

year.


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Total Borrowings (cont’d)Total Borrowings (cont’d)Total Borrowings (cont’d)Total Borrowings (cont’d)Total Borrowings (cont’d)

24.24.24.24.24. BORROWINGS (CONT’D)BORROWINGS (CONT’D)BORROWINGS (CONT’D)BORROWINGS (CONT’D)BORROWINGS (CONT’D)

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25. HIRE PURCHASE AND FINANCE LEASE PAYABLES25. HIRE PURCHASE AND FINANCE LEASE PAYABLES25. HIRE PURCHASE AND FINANCE LEASE PAYABLES25. HIRE PURCHASE AND FINANCE LEASE PAYABLES25. HIRE PURCHASE AND FINANCE LEASE PAYABLES


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Minimum paymentsMinimum paymentsMinimum paymentsMinimum paymentsMinimum payments

Within and up to one year 5,152,5445,152,5445,152,5445,152,5445,152,544 1,921,261 3,913,3933,913,3933,913,3933,913,3933,913,393 602,946

After one and up to two years 3,696,3653,696,3653,696,3653,696,3653,696,365 1,727,546 3,627,7243,627,7243,627,7243,627,7243,627,724 403,292

After two and up to five years 23,80423,80423,80423,80423,804 405,852 115,758115,758115,758115,758115,758 294,867

8,872,7138,872,7138,872,7138,872,7138,872,713 4,054,659 7,656,8757,656,8757,656,8757,656,8757,656,875 1,301,105

Less: Future finance charges (388,404(388,404(388,404(388,404(388,404))))) (351,760) (342,860(342,860(342,860(342,860(342,860))))) (113,786)

Present value of liabilities 8,484,3098,484,3098,484,3098,484,3098,484,309 3,702,899 7,314,0157,314,0157,314,0157,314,0157,314,015 1,187,319

Present value of liabilities:Present value of liabilities:Present value of liabilities:Present value of liabilities:Present value of liabilities:

Within and up to one year 4,847,1944,847,1944,847,1944,847,1944,847,194 1,689,100 3,661,5493,661,5493,661,5493,661,5493,661,549 532,335

After one and up to two years 3,531,5693,531,5693,531,5693,531,5693,531,569 1,625,340 3,541,1533,541,1533,541,1533,541,1533,541,153 370,085

After two and up to five years 105,546105,546105,546105,546105,546 388,459 111,313111,313111,313111,313111,313 284,899

8,484,3098,484,3098,484,3098,484,3098,484,309 3,702,899 7,314,0157,314,0157,314,0157,314,0157,314,015 1,187,319

Analysed as:Analysed as:Analysed as:Analysed as:Analysed as:

Due within twelve months (Note 24) 4,847,1944,847,1944,847,1944,847,1944,847,194 1,689,100 3,661,5493,661,5493,661,5493,661,5493,661,549 532,335

Due after twelve months (Note 24) 3,637,1153,637,1153,637,1153,637,1153,637,115 2,013,799 3,652,4663,652,4663,652,4663,652,4663,652,466 654,984

Total 8,484,3098,484,3098,484,3098,484,3098,484,309 3,702,899 7,314,0157,314,0157,314,0157,314,0157,314,015 1,187,319

The hire purchase and finance lease bear interest at the balance sheet date at rates between 2.20% to 9.15% (2004: 3.30% to 9.24%)

per annum.

Included in the hire purchase payables of the Company is an amount due to a subsidiary of RM481,383 (2004: RM357,154).

26.26.26.26.26. TRADE PAYABLESTRADE PAYABLESTRADE PAYABLESTRADE PAYABLESTRADE PAYABLES

The normal trade credit term granted to the Group ranges from 30 to 90 days (2004: 30 to 90 days).

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27.27.27.27.27. OTHER PAYABLESOTHER PAYABLESOTHER PAYABLESOTHER PAYABLESOTHER PAYABLES


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Due to subsidiaries ----- - 24,213,88224,213,88224,213,88224,213,88224,213,882 19,815,125

Due to associates ----- 326,526 ----- 326,526

Deposits 7,664,3497,664,3497,664,3497,664,3497,664,349 4,889,942 7,085,0977,085,0977,085,0977,085,0977,085,097 4,465,247

Provisions 15,950,38315,950,38315,950,38315,950,38315,950,383 17,658,623 10,607,95010,607,95010,607,95010,607,95010,607,950 13,775,728

Accruals 16,609,65716,609,65716,609,65716,609,65716,609,657 13,859,145 10,909,65710,909,65710,909,65710,909,65710,909,657 5,243,399

Other payables 5,966,7065,966,7065,966,7065,966,7065,966,7065,966,706 10,578,612 3,348,8813,348,8813,348,8813,348,8813,348,881 8,114,173

46,191,09546,191,09546,191,09546,191,09546,191,095 47,312,848 56,165,46756,165,46756,165,46756,165,46756,165,467 51,740,198

Included in the amount due to subsidiaries are amounts which are related to trade transactions of RM11,291,576 (2004 : RM5,210,369).

The amounts due to subsidiaries and associates are unsecured, interest-free and have no fixed terms of repayment.

28. SHARE CAPITAL28. SHARE CAPITAL28. SHARE CAPITAL28. SHARE CAPITAL28. SHARE CAPITAL

Number of OrdinaryNumber of OrdinaryNumber of OrdinaryNumber of OrdinaryNumber of Ordinary

Shares of RM1 eachShares of RM1 eachShares of RM1 eachShares of RM1 eachShares of RM1 each AmountAmountAmountAmountAmount

20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Authorised:Authorised:Authorised:Authorised:Authorised:

At 1 January/31 December 500,000,000500,000,000500,000,000500,000,000500,000,000 500,000,000 500,000,000500,000,000500,000,000500,000,000500,000,000 500,000,000

Issued and fully paid:Issued and fully paid:Issued and fully paid:Issued and fully paid:Issued and fully paid:

At 1 January 109,224,337109,224,337109,224,337109,224,337109,224,337 109,215,837 109,224,337109,224,337109,224,337109,224,337109,224,337 109,215,837

Issued for cash ----- - ----- -

Pursuant to ESOS ----- 8,500 ----- 8,500

At 31 December 109,224,337109,224,337109,224,337109,224,337109,224,337 109,224,337 109,224,337109,224,337109,224,337109,224,337109,224,337 109,224,337

The Company implemented an ESOS which is governed by the by-laws and was approved by the shareholders at an Extraordinary

General Meeting held on 27 May 2003.

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The salient features of the ESOS are as follows:

(i) The ESOS shall be in force for a period of five years from the date of the receipt of the last of the requisite approvals.

(ii) Eligible executives are employees of the Company who have been confirmed in the employment of the Company and have

served for at least one year as at the date of the offer. They shall not be participants of or have not been offered option(s)

under any other employee's share option scheme implemented by any other company within the Group, which is in force

for the time being. In terms of eligible directors, the directors must be involved in the daily operations and have been

confirmed in the employment of the Company. The eligibility of participation in the ESOS shall be at the discretion of the

Options Committee appointed by the Board of Directors.

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

of the Company at any one time at the point of granting of the option during the tenure of the ESOS.

(iv) The option price for each share shall be the average of the mean market quotation of the shares of the Company in the

daily official list issued by the BMSB for the five trading days preceding the date of offer, at a discount of not more than

10%, or the par value of the shares of the Company of RM1, whichever is higher.

(v) Not more than 50% of the new shares available under the Scheme should be allocated, in aggregate to eligible directors

and senior management, and not more than 10% of the new shares available under the Scheme should be allocated to any

individual eligible director or eligible executive who, either singly or collectively through his/her associates, holds 20% or

more of the issued and paid-up share capital of the Company.

(vi) An option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing to the Company

commencing from the date of the offer but before the expiry of five years from the date of the receipt of the last of the

requisite approvals.

(vii) All new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari passu in all respects

with the existing ordinary shares of the Company.

28.28.28.28.28. SHARE CAPITAL (CONT’D)SHARE CAPITAL (CONT’D)SHARE CAPITAL (CONT’D)SHARE CAPITAL (CONT’D)SHARE CAPITAL (CONT’D)


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20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Revaluation reserve 5,380,9195,380,9195,380,9195,380,9195,380,919 5,380,919 5,147,9955,147,9955,147,9955,147,9955,147,995 5,147,995

Foreign exchange reserve (50,004(50,004(50,004(50,004(50,004))))) (590,290) ----- -

Other reserves 1,664,8001,664,8001,664,8001,664,8001,664,800 1,664,800 ----- -

6,995,7156,995,7156,995,7156,995,7156,995,715 6,455,429 5,147,9955,147,9955,147,9955,147,9955,147,995 5,147,995

<––––––––––––––––––––––––––<––––––––––––––––––––––––––<––––––––––––––––––––––––––<––––––––––––––––––––––––––<–––––––––––––––––––––––––––––– Number of Share Options ––––––––––––––––––––––––>–––– Number of Share Options ––––––––––––––––––––––––>–––– Number of Share Options ––––––––––––––––––––––––>–––– Number of Share Options ––––––––––––––––––––––––>–––– Number of Share Options ––––––––––––––––––––––––>

Grant Grant Grant Grant Grant ExpiryExpiryExpiryExpiryExpiry ExerciseExerciseExerciseExerciseExercise AtAtAtAtAt GrantedGrantedGrantedGrantedGranted ExercisedExercisedExercisedExercisedExercised LapsedLapsedLapsedLapsedLapsed CancelledCancelledCancelledCancelledCancelled AtAtAtAtAt

Date Date Date Date Date DateDateDateDateDate PricePricePricePricePrice 1 January1 January1 January1 January1 January 31 December31 December31 December31 December31 December

RMRMRMRMRM

20052005200520052005

7.7.03 6.7.08 2.13 7,315,000 - - (91,800) (6,162,500) 1,060,700

21.10.03 6.7.08 1.69 3,345,500 - - (75,800) (2,815,500) 454,200

9.9.05 6.7.08 1.00 - 8,978,000 - - - 8,978,000

10,660,500 8,978,000 - (167,600) (8,978,000) 10,492,900

20042004200420042004

7.7.03 6.7.08 2.13 7,442,600 - - (127,600) - 7,315,000

21.10.03 6.7.08 1.69 3,412,100 - (8,500) (58,100) - 3,345,500

10,854,700 - (8,500) (185,700) - 10,660,500

28.28.28.28.28. SHARE CAPITAL (CONT’D)SHARE CAPITAL (CONT’D)SHARE CAPITAL (CONT’D)SHARE CAPITAL (CONT’D)SHARE CAPITAL (CONT’D)

The terms of share options outstanding as at the end of the financial year are as follows:

Details of share options exercised during the previous year and the fair value, at exercise date, of ordinary shares issued are as

follows:

ExerciseExerciseExerciseExerciseExercise Fair value ofFair value ofFair value ofFair value ofFair value of NumberNumberNumberNumberNumber ConsiderationsConsiderationsConsiderationsConsiderationsConsiderations

PricePricePricePricePrice Ordinary SharesOrdinary SharesOrdinary SharesOrdinary SharesOrdinary Shares Share OptionsShare OptionsShare OptionsShare OptionsShare Options ReceivedReceivedReceivedReceivedReceived

Exercise Date Exercise Date Exercise Date Exercise Date Exercise Date RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM

30.03.04 1.69 1.70 8,500 14,365

Less: Par value of ordinary shares (8,500)

Share premium 5,865

29.29.29.29.29. OTHER RESERVES (NON-DISTRIBUTABLE)OTHER RESERVES (NON-DISTRIBUTABLE)OTHER RESERVES (NON-DISTRIBUTABLE)OTHER RESERVES (NON-DISTRIBUTABLE)OTHER RESERVES (NON-DISTRIBUTABLE)

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The movements in each category of reserves were as follows:


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Revaluation ReserveRevaluation ReserveRevaluation ReserveRevaluation ReserveRevaluation Reserve

Balance at 1 January/ 31 December 5,380,9195,380,9195,380,9195,380,9195,380,919 5,380,919 5,147,9955,147,9955,147,9955,147,9955,147,995 5,147,995

Foreign Exchange ReserveForeign Exchange ReserveForeign Exchange ReserveForeign Exchange ReserveForeign Exchange Reserve

Balance at 1 January (590,290(590,290(590,290(590,290(590,290))))) (648,699) ----- -

Foreign exchange differences 540,286540,286540,286540,286540,286 58,409 ----- -

Balance at 31 December (50,004(50,004(50,004(50,004(50,004))))) (590,290) ----- -

Other ReservesOther ReservesOther ReservesOther ReservesOther Reserves

Balance at 1 January/ 31 December 1,664,8001,664,8001,664,8001,664,8001,664,800 1,664,800 ----- -

The nature and purpose of each category of reserve are as follows:

(a)(a)(a)(a)(a) Revaluation ReserveRevaluation ReserveRevaluation ReserveRevaluation ReserveRevaluation Reserve

This reserve includes the cumulative net change in fair value of freehold land.

(b)(b)(b)(b)(b) Foreign Exchange ReserveForeign Exchange ReserveForeign Exchange ReserveForeign Exchange ReserveForeign Exchange Reserve

The foreign exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements

of foreign subsidiaries.

(c)(c)(c)(c)(c) Other ReservesOther ReservesOther ReservesOther ReservesOther Reserves

The other reserve relates to capitalisation of bonus issues.

30.30.30.30.30. RETAINED PROFITSRETAINED PROFITSRETAINED PROFITSRETAINED PROFITSRETAINED PROFITS

As at 31 December 2005, the Company has tax exempt profits available for distribution of approximately RM47,042,100 (2004:

RM37,129,300), subject to agreement with the Inland Revenue Board.

The Company has sufficient tax credit under Section 108 of the Income Tax Act 1967 and the balance in the tax exempt income

account to frank the payment of dividends out of its entire retained profits as at 31 December 2005.

31.31.31.31.31. COMMITMENTSCOMMITMENTSCOMMITMENTSCOMMITMENTSCOMMITMENTS


20052005200520052005 20042004200420042004 20052005200520052005 20042004200420042004


Capital expenditure:

Approved and contracted for 10,589,30910,589,30910,589,30910,589,30910,589,309 73,517,941 10,589,30910,589,30910,589,30910,589,30910,589,309 73,517,941

29.29.29.29.29. OTHER RESERVES (NON-DISTRIBUTABLE) (CONT’D)OTHER RESERVES (NON-DISTRIBUTABLE) (CONT’D)OTHER RESERVES (NON-DISTRIBUTABLE) (CONT’D)OTHER RESERVES (NON-DISTRIBUTABLE) (CONT’D)OTHER RESERVES (NON-DISTRIBUTABLE) (CONT’D)


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32.32.32.32.32. CONTINGENT LIABILITIESCONTINGENT LIABILITIESCONTINGENT LIABILITIESCONTINGENT LIABILITIESCONTINGENT LIABILITIES

The Company has given unsecured corporate guarantees to financial institutions amounting to RM12,088,640 (2004: RM33,093,400) for

banking facilities extended to subsidiaries.

There are several libel suits which involve claims against the Company of which the outcome and compensation, if any, is currently

indeterminable. No provision has been made in the financial statements as at 31 December 2005 as the directors, based on legal advice,

are of the opinion that the probability of the liabilities crystallising is remote.

33.33.33.33.33. SIGNIFICANT RELATED PARTY TRANSACTIONSSIGNIFICANT RELATED PARTY TRANSACTIONSSIGNIFICANT RELATED PARTY TRANSACTIONSSIGNIFICANT RELATED PARTY TRANSACTIONSSIGNIFICANT RELATED PARTY TRANSACTIONS

20052005200520052005 20042004200420042004



Services rendered by Utusan Transport Sdn Bhd and Group, an associated company 7,015,5727,015,5727,015,5727,015,5727,015,572 7,031,358


Services rendered by subsidiaries 16,281,36116,281,36116,281,36116,281,36116,281,361 16,777,415

Rental receivable from subsidiaries 2,772,0002,772,0002,772,0002,772,0002,772,000 2,974,848

Interest receivable from subsidiaries 1,655,6191,655,6191,655,6191,655,6191,655,619 2,048,487

Commission receivables from subsidiaries 4,449,1864,449,1864,449,1864,449,1864,449,186 4,415,904

The directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been

established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.

34.34.34.34.34. SIGNIFICANT EVENTSSIGNIFICANT EVENTSSIGNIFICANT EVENTSSIGNIFICANT EVENTSSIGNIFICANT EVENTS

(a)(a)(a)(a)(a) Completed EventsCompleted EventsCompleted EventsCompleted EventsCompleted Events

(i) On 28 October 2005, the Company (“UMMB”) had announced to BMSB that on 3 June 2005, UMMB had secured a Serial

Islamic Term Loan Facility from Malayan Banking Berhad amounting to RM52 million to refinance the outstanding indebtedness

under a Revolving Underwriting Facility pursuant to the Revolving Underwriting Facility Agreement dated 10 April 1998 and

Supplemental Revolving Underwriting Facility Agreement dated 30 July 2003 amongst UMMB and Affin Discount Berhad,

Mayban Discount Berhad, Amanah Short Deposits Berhad and Abrar Discount Berhad.

(ii) On 5 December 2005, the Company had announced to BMSB that its wholly-owned subsidiary, PT Sinar Media Advertising

(“PT SMART”), had on 1 December 2005, entered into a Joint Venture Agreement with PT Trimitra Mulia Kencana (“PT

TRIMITRA”). The proposed joint venture vehicle is PT Sinar Mitra Utama (“JV Company”). The JV Company is to undertake the

business of the advertisement management consultancy, providing advertisement media services and other business/activities

related thereto in the Republic of Indonesia. PT SMART and PT TRIMITRA will hold 40% and 60% equity interest respectively in

the JV Company.

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34.34.34.34.34. SIGNIFICANT EVENTS (CONT)SIGNIFICANT EVENTS (CONT)SIGNIFICANT EVENTS (CONT)SIGNIFICANT EVENTS (CONT)SIGNIFICANT EVENTS (CONT)

(b)(b)(b)(b)(b) Events Pending CompletionEvents Pending CompletionEvents Pending CompletionEvents Pending CompletionEvents Pending Completion

(i) On 7 July 2005, the Company (UMMB) announced to BMSB that UMMB had on the same day entered into a Sale and Purchase

Agreement (“SPA”) with Stabilite Properties Sdn Bhd for the disposal of a piece of land held under Lot No. 26920 PN 29065

Mukim Setapak, District of Kuala Lumpur for a cash consideration of RM12,636,507. The gain or loss on the sale of the property

will only be recognized upon completion of the agreement. A total amount of RM1,263,651, which represents 10% of the purchase

consideration, was received during the year and the balance of 90% will be payable to UMMB within twelve (12) months from the

date of the SPA.

(ii) On 23 September 2005, the Company (‘UMMB’) announced to BMSB that its subsidiary, Advance Screen Sdn Bhd (‘ASSB’) had

on 29 August 2005 entered into a Sale and Purchase of Shares Agreement with Classic Billboards (M) Sdn Bhd (‘CBMSB’) for the

disposal of 510,000 units of ordinary shares of RM1.00 each (representing 51% of the issued and paid-up share capital) of ASSB

for the sale consideration of RM1,020,000 (Ringgit Malaysia One Million and Twenty Thousand only). The agreement will only

become effective upon completion of the receipt of sale proceeds in April 2006.

AsAsAsAsAs

AsAsAsAsAs PreviouslyPreviouslyPreviouslyPreviouslyPreviously

RestatedRestatedRestatedRestatedRestated AdjustmentsAdjustmentsAdjustmentsAdjustmentsAdjustments StatedStatedStatedStatedStated



Other investments 2,819,637 2,503,157 5,322,794

Marketable securities 2,503,157 (2,503,157) -

Short term borrowings 113,990,721 2,605,200 116,595,921

Long term borrowings 52,308,207 (2,605,200) 49,703,007


Other investments 240,300 87,142 327,442

Marketable securities 87,142 (87,142) -

Short term borrowings 106,097,526 2,605,200 108,702,726

Long term borrowings 49,260,184 (2,605,200) 46,654,984

35.35.35.35.35. COMPARATIVESCOMPARATIVESCOMPARATIVESCOMPARATIVESCOMPARATIVES

Certain comparative amounts as at 31 December 2004 have been reclassified to conform with current year’s presentation:

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36.36.36.36.36. FINANCIAL INSTRUMENTSFINANCIAL INSTRUMENTSFINANCIAL INSTRUMENTSFINANCIAL INSTRUMENTSFINANCIAL INSTRUMENTS

(a)(a)(a)(a)(a) Financial Risk Management Objectives and PoliciesFinancial Risk Management Objectives and PoliciesFinancial Risk Management Objectives and PoliciesFinancial Risk Management Objectives and PoliciesFinancial Risk Management Objectives and Policies

The Group's financial risk management policy seeks to ensure that adequate financial resources are available for the development

of the Group's businesses whilst managing its interest rate, foreign exchange, liquidity and credit risks. The Group operates

within clearly defined guidelines that are approved by the Board and the Group's policy is not to engage in speculative transactions.

(b)(b)(b)(b)(b) Interest Rate RiskInterest Rate RiskInterest Rate RiskInterest Rate RiskInterest Rate Risk

The Group's primary interest rate risk relates to interest-bearing debt, as the Group had no substantial long-term interest-

bearing assets as at 31 December 2005. The investments in financial assets are mainly short term in nature and they are not

held for speculative purposes but have been mostly placed in fixed deposits which yield better returns than cash at bank.

The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings. The Group reviews its

debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows it to capitalise on

cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes.

The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed in their respective

notes.

(c)(c)(c)(c)(c) Foreign Exchange RiskForeign Exchange RiskForeign Exchange RiskForeign Exchange RiskForeign Exchange Risk

The Group mainly operates locally, thus exposure to foreign exchange risk is minimal.

(d)(d)(d)(d)(d) Liquidity RiskLiquidity RiskLiquidity RiskLiquidity RiskLiquidity Risk

The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing,

repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufficient levels of cash

or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available

banking facilities of a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from

both capital markets and financial institutions and balances its portfolio with some short term funding so as to achieve overall

cost effectiveness.

(e)(e)(e)(e)(e) Credit RiskCredit RiskCredit RiskCredit RiskCredit Risk

Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit approvals, limits and monitoring

procedures. Credit risks are minimised and monitored by limiting the Group's associations to business partners with high

creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting and credit control

procedures.

The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major

concentration of credit risk related to any financial instruments.

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36.36.36.36.36. FINANCIAL INSTRUMENTS (C0NT’D)FINANCIAL INSTRUMENTS (C0NT’D)FINANCIAL INSTRUMENTS (C0NT’D)FINANCIAL INSTRUMENTS (C0NT’D)FINANCIAL INSTRUMENTS (C0NT’D)

(f)(f)(f)(f)(f) Fair Values Fair Values Fair Values Fair Values Fair Values

The carrying amounts of financial assets and liabilities of the Group and of the Company at the balance sheet date approximate

their fair values except for the followings:


CarryingCarryingCarryingCarryingCarrying CarryingCarryingCarryingCarryingCarrying

AmountAmountAmountAmountAmount Fair ValueFair ValueFair ValueFair ValueFair Value AmountAmountAmountAmountAmount Fair ValueFair ValueFair ValueFair ValueFair Value

NoteNoteNoteNoteNote RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM

Financial AssetsFinancial AssetsFinancial AssetsFinancial AssetsFinancial Assets

At 31 December 2005:At 31 December 2005:At 31 December 2005:At 31 December 2005:At 31 December 2005:

Non-current unquoted other investments 15 2,819,637 * 240,300 *

Due from subsidiaries 20 - - 79,853,258 **

Due from associates 20 86,071 ** 86,071 **


Non-current unquoted other investments 15 2,819,637 * 240,300 *

Due from subsidiaries 20 - - 88,636,748 **

Due from associates 20 11,872 ** 11,872 **

Financial LiabilitiesFinancial LiabilitiesFinancial LiabilitiesFinancial LiabilitiesFinancial Liabilities


Due to subsidiaries 27 - - 24,213,882 **

Term loans 24 1,818,174 1,537,424 - -

Islamic term loan 24 52,000,000 39,979,663 52,000,000 39,979,663

Al-Ijarah 24 7,655,935 5,747,300 7,655,935 5,747,300

Al-Istisna 24 45,239,288 27,270,777 45,239,288 27,270,777

Hire purchase and finance lease 25 8,484,309 8,405,009 7,314,015 7,054,189


Due to subsidiaries 27 - - 19,815,125 **

Due to associates 27 326,526 ** 326,526 **

Term loans 24 2,425,560 2,301,776 - -

Al-Istisna 24 2,605,200 2,440,554 2,605,200 2,440,554

Revolving underwriting facilities 24 58,000,000 50,299,730 58,000,000 50,299,730

Hire purchase and finance lease 25 3,702,899 3,300,598 1,187,319 1,030,782

* It is not practicable to estimate the fair value of the Group's non-current unquoted investments because of the lack of

quoted market prices and the inability to estimate the fair value without incurring excessive costs. However, the Group

believes that the carrying amounts represent the recoverable values.

** It is also not practicable to estimate the fair value of amounts due to/from subsidiaries and associates due principally to lack

of fixed repayment term entered by the parties involved and without incurring excessive costs. However, the Group does not

anticipate the carrying amounts recorded at the balance sheet date to be significantly different from the values that would

eventually be received or settled.

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The nominal/notional amount and net fair value of financial instruments not recognised in the balance sheets of the Group and of the

Company as at the end of the financial year are:


Nominal/Nominal/Nominal/Nominal/Nominal/ Nominal/Nominal/Nominal/Nominal/Nominal/

NotionalNotionalNotionalNotionalNotional Net FairNet FairNet FairNet FairNet Fair NotionalNotionalNotionalNotionalNotional Net FairNet FairNet FairNet FairNet Fair

AmountAmountAmountAmountAmount ValueValueValueValueValue AmountAmountAmountAmountAmount ValueValueValueValueValue

NoteNoteNoteNoteNote RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM

At 31 December 2005At 31 December 2005At 31 December 2005At 31 December 2005At 31 December 2005

Contingent liabilities 32 - - 12,088,640 ***

At 31 December 2004At 31 December 2004At 31 December 2004At 31 December 2004At 31 December 2004

Contingent liabilities 32 - - 33,093,400 ***

***It is not practicable to estimate the fair value of contingent liabilites reliably due to the uncertainties of timing, costs and eventual

outcome.

The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments:

(i)(i)(i)(i)(i) Cash and cash equivalents, trade and other receivables/payables and short term borrowingsCash and cash equivalents, trade and other receivables/payables and short term borrowingsCash and cash equivalents, trade and other receivables/payables and short term borrowingsCash and cash equivalents, trade and other receivables/payables and short term borrowingsCash and cash equivalents, trade and other receivables/payables and short term borrowings

The carrying amounts approximate fair values due to the relatively short term maturity of these financial instruments.

(ii)(ii)(ii)(ii)(ii) Marketable securitiesMarketable securitiesMarketable securitiesMarketable securitiesMarketable securities

The fair value of quoted investments is determined by reference to stock exchange quoted market bid prices at the close of the

business on the balance sheet date.

(iii)(iii)(iii)(iii)(iii) BorrowingsBorrowingsBorrowingsBorrowingsBorrowings

The fair value of borrowings is estimated using discounted cash flow analysis, based on current incremental lending rates for

similar types of lending and borrowing arrangements.

37.37.37.37.37. SEGMENTAL INFORMATIONSEGMENTAL INFORMATIONSEGMENTAL INFORMATIONSEGMENTAL INFORMATIONSEGMENTAL INFORMATION

The Group is organised into four major business segments:

(i) Publishing, distribution and advertisements - publishing and distribution of newspapers, magazines and books and also

print and outdoor advertising;

(ii) Printing - printing of magazines and books;

(iii) Information technology and multimedia; and

(iv) Investment holding, management services and others.

Information based on geographical segments was not prepared as the Group's activities are focused in Malaysia.

The directors are of the opinion that all inter-segment transactions have been entered into in the normal course of business and have

been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated

parties.

36.36.36.36.36. FINANCIAL INSTRUMENTS (CONT’D)FINANCIAL INSTRUMENTS (CONT’D)FINANCIAL INSTRUMENTS (CONT’D)FINANCIAL INSTRUMENTS (CONT’D)FINANCIAL INSTRUMENTS (CONT’D)

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37. SEGMENTAL INFORMATION (CONT’D)37. SEGMENTAL INFORMATION (CONT’D)37. SEGMENTAL INFORMATION (CONT’D)37. SEGMENTAL INFORMATION (CONT’D)37. SEGMENTAL INFORMATION (CONT’D)

InvestmentInvestmentInvestmentInvestmentInvestment

Publishing,Publishing,Publishing,Publishing,Publishing, InformationInformationInformationInformationInformation holding,holding,holding,holding,holding,

distributiondistributiondistributiondistributiondistribution technologytechnologytechnologytechnologytechnology managementmanagementmanagementmanagementmanagement

andandandandand andandandandand servicesservicesservicesservicesservices

20052005200520052005 advertisementsadvertisementsadvertisementsadvertisementsadvertisements PrintingPrintingPrintingPrintingPrinting multimediamultimediamultimediamultimediamultimedia and othersand othersand othersand othersand others EliminationsEliminationsEliminationsEliminationsEliminations ConsolidatedConsolidatedConsolidatedConsolidatedConsolidated

RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM

REVENUE AND EXPENSESREVENUE AND EXPENSESREVENUE AND EXPENSESREVENUE AND EXPENSESREVENUE AND EXPENSES

RevenueRevenueRevenueRevenueRevenue

External sales 358,653,175 6,784,807 6,687,971 46,363 372,172,316

Inter-segment sales 14,560,134 16,614,035 - 602,001 (31,776,170) -

Total revenue 373,213,309 23,398,842 6,687,971 648,364 372,172,316

ResultResultResultResultResult

Segment results 30,717,328 2,082,129 113,256 426,010 1,468,656 34,807,379

Finance costs (8,552,117)

Share of results of

associates - - - 2,940,079 - 2,940,079

Taxation (7,818,833)

Zakat (265,000)

Profit after taxation 21,111,508

Minority interests 214,364

Net profit for the year 21,325,872

ASSETS AND LIABILITIESASSETS AND LIABILITIESASSETS AND LIABILITIESASSETS AND LIABILITIESASSETS AND LIABILITIES

Segment assets 584,336,942 29,543,306 6,195,216 37,845,621 (164,762,816) 493,158,269

Investment in equity

method of associates - - - 11,815,879 - 11,815,879

Unallocated corporate assets 3,731,883

Consolidated total assets 508,706,031

Segment liabilities 372,106,722 61,273,720 37,096,915 3,034,365 (207,195,091) 266,316,631

Unallocated corporate liabilities 14,828,178

Consolidated total liabilities 281,144,809

OTHER INFORMATIONOTHER INFORMATIONOTHER INFORMATIONOTHER INFORMATIONOTHER INFORMATION

Capital expenditure 38,618,897 164,455 164,864 8,847 - 38,957,063

Depreciation 21,414,842 1,684,231 237,839 15,857 - 23,352,769

Impairment 1,898,965 25,065 - - - 1,924,030

Non-cash expenses

other than depreciation,

amortisation and

impairment 9,224,347 (722,576) 95,162 771,283 (4,962,802) 4,405,414

-

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InvestmentInvestmentInvestmentInvestmentInvestment

Publishing,Publishing,Publishing,Publishing,Publishing, InformationInformationInformationInformationInformation holding,holding,holding,holding,holding,

distributiondistributiondistributiondistributiondistribution technologytechnologytechnologytechnologytechnology managementmanagementmanagementmanagementmanagement

andandandandand andandandandand servicesservicesservicesservicesservices

20042004200420042004 advertisementsadvertisementsadvertisementsadvertisementsadvertisements PrintingPrintingPrintingPrintingPrinting multimediamultimediamultimediamultimediamultimedia and othersand othersand othersand othersand others EliminationsEliminationsEliminationsEliminationsEliminations ConsolidatedConsolidatedConsolidatedConsolidatedConsolidated

RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM RMRMRMRMRM

REVENUE AND EXPENSESREVENUE AND EXPENSESREVENUE AND EXPENSESREVENUE AND EXPENSESREVENUE AND EXPENSES

RevenueRevenueRevenueRevenueRevenue

External sales 347,125,451 10,251,591 7,166,300 90,011 364,633,353

Inter-segment sales 13,947,489 12,324,819 23,250 918,571 (27,214,129) -

Total revenue 361,072,940 22,576,410 7,189,550 1,008,582 364,633,353

ResultResultResultResultResult

Segment results 29,813,442 (486,512) 163,859 1,419,817 (4,712,146) 26,198,460

Finance costs (8,857,000)

Share of results of

associates - - - 2,234,946 - 2,234,946

Taxation (7,015,380)

Zakat (200,000)

Profit after taxation 12,361,026

Minority interests 135,248

Net profit for the year 12,496,274

ASSETS AND LIABILITIESASSETS AND LIABILITIESASSETS AND LIABILITIESASSETS AND LIABILITIESASSETS AND LIABILITIES

Segment assets 554,018,667 26,931,525 6,363,019 38,006,141 (164,248,486) 461,070,866

Investment in equity

method of associates - - - 9,992,935 - 9,992,935

Unallocated corporate assets 3,865,843

Consolidated total assets 474,929,644

Segment liabilities 358,226,413 59,597,746 37,168,343 3,114,079 (202,104,302) 256,002,279

Unallocated corporate liabilities 11,051,899

Consolidated total liabilities 267,054,178

OTHER INFORMATIONOTHER INFORMATIONOTHER INFORMATIONOTHER INFORMATIONOTHER INFORMATION

Capital expenditure 11,459,479 393,486 271,505 62,252 - 12,186,722

Depreciation 21,513,287 2,163,436 272,286 9,690 - 23,958,699

Impairment - 794,648 - - - 794,648

Non-cash expenses

other than depreciation,

amortisation and

impairment 3,512,915 944,630 17,553 (302,124) (2,139,326) 6,312,300

37. SEGMENTAL INFORMATION (CONT'D)37. SEGMENTAL INFORMATION (CONT'D)37. SEGMENTAL INFORMATION (CONT'D)37. SEGMENTAL INFORMATION (CONT'D)37. SEGMENTAL INFORMATION (CONT'D)

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LIST OFPROPERTIESAs at 31 December 2005

LandLandLandLandLand Built-upBuilt-upBuilt-upBuilt-upBuilt-up Net BookNet BookNet BookNet BookNet BookAreaAreaAreaAreaArea Area Area Area Area Area ValueValueValueValueValue

LocationLocationLocationLocationLocation DescriptionDescriptionDescriptionDescriptionDescription Existing UseExisting UseExisting UseExisting UseExisting Use (sq. ft.)(sq. ft.)(sq. ft.)(sq. ft.)(sq. ft.) (sq. ft.)(sq. ft.)(sq. ft.)(sq. ft.)(sq. ft.) TenureTenureTenureTenureTenure (RM)(RM)(RM)(RM)(RM)

32, Argyll Road Double Storey Utusan’s Office 1,280 1,995 Leasehold 150,778Georgetown, Penang Shophouse (26.09.2049)(D/P : 28.08.1969)

34, Argyll Road Double Storey Utusan’s Office 1,280 1,995 Leasehold 191,832Georgetown, Penang Shophouse (27.09.2049)(D/P : 01.07.1976)

Lot 314, Tingkat Factory Utusan’s Printing 69,054 40,805 Leasehold 2,709,824Perusahaan Tiga Building Plant (01.04.2041)Prai IndustrialEstate, Penang(D/P : 02.04.1982)

Plot 6, Bagan Serai Factory Utusan’s Printing 174,240 - Leasehold 306,451Industrial Estate Building Plant (12.12.2035)Seberang PraiTengah, Penang(D/P : 10.10.1977)

1, Jalan SM 1C/12 Double Storey Utusan’s Office 2,288 3,980 Leasehold 82,500Bandar Baru Shophouse (01.08.2079)Sri ManjungSitiawan, Perak(D/P : 12.12.1980)

3270, Jalan Sungai Double Storey Utusan’s Office 1,760 2,932 Freehold 105,177Nibong, Teluk Intan ShophousePerak(D/P : 19.09.1984)

208, Jalan Sultan Double Storey Utusan’s Office 1,740 2,720 Freehold 268,747Iskandar, Ipoh, Perak Shophouse(D/P : 08.09.1990)

76-C, Wisma Ali Long Double Storey Utusan’s Office - 1,832 Freehold 126,980Jalan Air Jernih ShophouseKuala TerengganuTerengganu(D/P : 25.09.1991)

Gong Badak Factory Utusan’s Printing 130,684 22,000 Leasehold 3,694,893Industrial Estate Building Plant (27.03.2051)Kuala TerengganuTerengganu(D/P : 28.03.1991)

Note: D/P: Date of Purchase

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LandLandLandLandLand Built-upBuilt-upBuilt-upBuilt-upBuilt-up Net BookNet BookNet BookNet BookNet BookAreaAreaAreaAreaArea AreaAreaAreaAreaArea ValueValueValueValueValue


C-321, Jalan Tengku Double Storey Ground Floor 1,600 2,480 Leasehold 150,800Ismail, Temerloh Shophouse Utusan’s Office (29.03.2083)Pahang(D/P : 26.11.1984)

18, Jalan Bukit Ubi Three Storey Ground Floor 2,000 4,900 Leasehold 210,348Kuantan, Pahang Shophouse Utusan’s Office (14.08.2068)(D/P : 28.07.1986)

Jalan Hj. Abd Aziz Vacant Land Vacant 3,267 - Leasehold 108,546Kuantan,Pahang (17.09.2077)(D/P : 15.07.1981)

Lot 59 & 60 Industrial Vacant 174,000 - Freehold 3,604,740Bukit Beruntung LandIndustrial ParkRawang, Selangor(D/P : 23.08.1996)

Lot 6, Jalan P/10 Industrial Bangi Printing 683,260 273,601 Leasehold 70,101,201Bangi Industrial Land Complex (99 years)Estate, Section 10Bandar Baru BangiBangi, Selangor(D/P : 20.12.1995)

Lot 26920 Vacant Land Vacant 407,629 - Leasehold 5,220,793Section 10 (24.03.2083)Wangsa MajuKuala Lumpur(D/P : 13.07.1992)

Lot 351, Jalan Tiga Factory and Vacant 47,244 28,601 Leasehold 767,052Off Jalan Chan Office Building (17.12.2009)Sow LinKuala Lumpur(D/P : 20.12.1979)

46M, Jalan Lima Office Building Company’s HQ 63,855 49,368 Lot 187 2,108,706Off Jalan Chan and Editorial LeaseholdSow Lin Department (02.06.2057)Kuala Lumpur Lot 268(D/P : 10.12.1959) Leasehold

(30.01.2062)

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LIST OFPROPERTIESAs at 31 December 2005

LandLandLandLandLand Built-upBuilt-upBuilt-upBuilt-upBuilt-up Net BookNet BookNet BookNet BookNet BookAreaAreaAreaAreaArea AreaAreaAreaAreaArea ValueValueValueValueValue


Jalan Enam Vacant Land Store 60,205 10,000 Lot 234 674,322Off Jalan Chan & Warehouse & 236Sow Lin Leasehold(D/P : 07.02.1991) (23.05.2021)

Lot 238& 240

Leasehold(01.07.2016)

Lot 242& 244

Leasehold(01.06.2012)

Lot 272, Seksyen 92 Vacant Land Car Park 40,520 - Leasehold 143,520Kuala Lumpur (06.01.2065)(D/P : 20.04.1963)

358, Taman Melaka Three Storey Utusan’s 1,400 4,160 Leasehold 168,000Raya, Melaka Shophouse Office (04.10.2082)(D/P : 26.02.1982)

24, Jalan Serampang Three Storey Utusan’s 1,920 5,358 Freehold 291,862Taman Pelangi Shophouse OfficeJohor Baru,Johor(D/P : 27.10.1980)

19, Jalan Mengkudu Double Storey Utusan’s 1,680 3,192 Freehold 177,811Taman Makmur Shophouse OfficeBatu Pahat, Johor(D/P : 02.10.1984)

17, Jalan Kukoh Factory Building Vacant 115,434 39,200 Leasehold 1,324,637Johor Baru, Johor (06.10.2034)(D/P : 07.10.1974)

Lot PTD 53920 Factory Utusan’s Printing 170,311 21,410 Freehold 4,226,493Jalan Firma 2/1 Building PlantTebrau IndustrialEstate, Johor BaruJohor(D/P : 03.04.1991)

17, Hamilton Court Apartment Apartment - 800 Freehold 580,795149 Maida Vale Rented OutLondon W9, U.K.(D/P : 23.05.1994)

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LandLandLandLandLand Built-upBuilt-upBuilt-upBuilt-upBuilt-up Net BookNet BookNet BookNet BookNet BookAreaAreaAreaAreaArea Area Area Area Area Area ValueValueValueValueValue


Lot 438, Jalan Dua Factory Vacant 38,761 23,361 Leasehold 2,602,364Off Jalan Chan Building (14.10.2016)Sow Lin, Kuala Lumpur(D/P : 06.01.1992)

Lot 184, Jalan Lima Factory Newsprint Store 51,972 41,670 Leasehold 168,645Off Jalan Chan Building And Utusan’s (14.12.2063)Sow Lin, Kuala Lumpur Training Centre(D/P : 30.11.1977)

11, Jalan 14/22 Five Storey Utusan Media 5,533 24,170 Leasehold 3,756,475Petaling Jaya Shophouse Sales Sdn Bhd’s (16.12.2086)Selangor Office(D/P : 10.03.1992)

11A, Jalan 14/22 Four Storey Utusan Media 1,539 5,830 Leasehold 585,750Petaling Jaya Shophouse Sales Sdn Bhd’s (16.12.2086)Selangor Office(D/P : 23.10.1989)

12, Jalan SS 22/25 Four Storey UPD Sdn Bhd’s 1,650 5,142 Freehold 495,969Damansara Jaya Shophouse OfficePetaling JayaSelangor(D/P : 28.09.1990)

14, Jalan SS 22/25 Four Storey UPD Sdn Bhd’s 1,650 5,142 Freehold 495,969Damansara Jaya Shophouse OfficePetaling JayaSelangor(D/P : 28.09.1990)

9-2B, Jalan Desa 9/4 Shophouse Vacant - - - 46,812Bandar Country HomesRawang, Selangor(D/P : 31.07.1999)

1 & 3, Jalan 3/91A 3 1/2 Storey Utusan 13,552 12,015 - 3,135,412Taman Shamelin Terrace Publications &Perkasa, Cheras Factory DistributorsKuala Lumpur Sdn Bhd’s Office(D/P : 13.01.1994)

18, Jalan 6/91 1 1/2 Storey Utusan Karya 11,040 - - 729,985Taman Shamelin Terrace Sdn Bhd’s OfficePerkasa, Cheras FactoryKuala Lumpur(D/P : 02.08.1990)

Lot 20 & 22 Single Storey Advance Screen 49,148 13,239 Leasehold 1,783,333Jalan 7, Cheras Jaya Terrace Factory Sdn Bhd’s FactoryBalakong, Selangor and Office(D/P : 19.11.1999)

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ANALYSIS OFSHAREHOLDINGSas at 31 March 2006

Authorised Share Capital - RM500,000,000

Issued and Fully Paid-up Share Capital - RM109,224,337

Class of Shares - Ordinary Shares of RM1.00 each

No. of Shareholders - 6,343

Voting Rights - One voting right for one Ordinary Share

DISTRIBUTION OF SHAREHOLDINGS

Size of HoldingsSize of HoldingsSize of HoldingsSize of HoldingsSize of Holdings Number ofNumber ofNumber ofNumber ofNumber of % of% of% of% of% of Number ofNumber ofNumber ofNumber ofNumber of % of Issued% of Issued% of Issued% of Issued% of Issued

ShareholdersShareholdersShareholdersShareholdersShareholders ShareholdersShareholdersShareholdersShareholdersShareholders Shares HeldShares HeldShares HeldShares HeldShares Held CapitalCapitalCapitalCapitalCapital

000000001 - 000000099 295 4.65 13,396 0.01

000000100 - 000001000 3,063 48.29 2,645,447 2.42

000001001 - 000010000 2,657 41.89 9,290,503 8.51

000010001 - 000100000 301 4.75 7,702,213 7.05

000100001 - 005461216 24 0.38 16,011,363 14.66

005461217 & above 3 0.04 73,561,415 67.35

TotalTotalTotalTotalTotal 6,3436,3436,3436,3436,343 100.00100.00100.00100.00100.00 109,224,337109,224,337109,224,337109,224,337109,224,337 100.00100.00100.00100.00100.00

DIRECT AND INDIRECT INTERESTS OF DIRECTORSas at 31 March 2006

NamesNamesNamesNamesNames DirectDirectDirectDirectDirect IndirectIndirectIndirectIndirectIndirect % of Issued Capital% of Issued Capital% of Issued Capital% of Issued Capital% of Issued Capital

ShareholdingsShareholdingsShareholdingsShareholdingsShareholdings ShareholdingsShareholdingsShareholdingsShareholdingsShareholdings

Tan Sri Mohamed Hashim Ahmad Makaruddin - - -

Encik Mohd Nasir Ali 10,000 - -

Datuk Mohd Khalid Mohd 8,000 - -

Tan Sri Haji Husein Ahmad - - -

Datuk Ruhanie Haji Ahmad - - -

Dato’ Dr. Firdaus Haji Abdullah - - -

Dato’ Ab Halim Mohyiddin - - -

Dato’ Ismail Yusof - - -

Encik Kamal Khalid - - -

SUBSTANTIAL SHAREHOLDERSas at 31 March 2006

Names of ShareholdersNames of ShareholdersNames of ShareholdersNames of ShareholdersNames of Shareholders Number of Shares HeldNumber of Shares HeldNumber of Shares HeldNumber of Shares HeldNumber of Shares Held % of Issued Capital% of Issued Capital% of Issued Capital% of Issued Capital% of Issued Capital

1. RHB Nominees (Tempatan) Sdn Bhd

(United Malays National Organisation (UMNO)) 55,113,956 50.46

2. OSK Nominees (Tempatan) Sdn Bhd

Nilam Setar (M) Sdn Bhd 10,900,000 9.98

3. Minister of Finance Malaysia 7,547,459 6.91

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LIST OF TOP THIRTYLARGEST SHAREHOLDERSas at 31 March 2006

Names of ShareholdersNames of ShareholdersNames of ShareholdersNames of ShareholdersNames of Shareholders Number ofNumber ofNumber ofNumber ofNumber of % of Issued% of Issued% of Issued% of Issued% of Issued

Shares HeldShares HeldShares HeldShares HeldShares Held CapitalCapitalCapitalCapitalCapital

1. RHB Nominees (Tempatan) Sdn Bhd

(United Malays National Organisation (UMNO)) 55,113,956 50.46


(Nilam Setar (M) Sdn Bhd) 10,900,000 9.98

3. Minister of Finance Malaysia 7,547,459 6.91

4. Nilam Setar (M) Sdn Bhd 5,443,000 4.98

5. Aspirasi Sigma Sdn Bhd 3,500,000 3.20

6. Fasa Mahsuri Sdn Bhd 2,000,000 1.83

7. Employees Provident Fund Board 750,200 0.69

8. Lembaga Tabung Haji 679,000 0.62

9. Syarikat Gunung Benum Sdn Bhd 557,000 0.51

10. Hussein Noordin Sdn Bhd 381,000 0.35

11. Senawang Land Sdn Bhd 289,000 0.26

12. Cheah Khee Lin 262,000 0.24

13. HSBC Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for

Siow Wong Yen @ Siow Kwang Hwa) 220,000 0.20

14. Tan Jin Tuan 195,000 0.18

15. HDM Nominees (Asing) Sdn Bhd

(DBS Vickers Secs (S) Pte Ltd for Ishwar Dass) 166,200 0.15

16. Mayban Nominess (Tempatan) Sdn Bhd

(Pledged Securities Account for Lee Keng Hong) 150,000 0.14

17. Lee Choon Hooi 149,000 0.14

18. Ang Hioh 140,000 0.13


(Pledged Securities Account for Koo Yew Chai) 139,000 0.13

20. Koo Yuen Kim 136,000 0.12

21. Loh & Loh Corporation Berhad 133,000 0.12

22. Amsec Nominees (Asing) Sdn Bhd

(Fraser Securities Pte Ltd for Chu Chok Kim @ Chu Tso Chuan) 130,000 0.12

23. Syarikat Jeragan (Holdings) Sdn Bhd 126,563 0.12

24. HSBC Nominees (Tempatan) Sdn Bhd

(HSBC (M) Trustee Bhd for Amnew Frontier) 124,300 0.11

25. Ang Hioh 123,100 0.11

26. Public Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for Chan Kai Liang) 115,000 0.11

27. Eng Guan Chan Sdn Bhd 103,000 0.09

28. B-OK Sdn Bhd 100,000 0.09

29. Koh Kee Hooi 100,000 0.09

30. Lim Beng Kian 97,000 0.09

TotalTotalTotalTotalTotal 89,869,77889,869,77889,869,77889,869,77889,869,778 82.2882.2882.2882.2882.28

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PROXYFORM

I/We, (full name in block capitals)

NRIC No./Company No.

of

being a member/members of Utusan Melayu (Malaysia) BerhadUtusan Melayu (Malaysia) BerhadUtusan Melayu (Malaysia) BerhadUtusan Melayu (Malaysia) BerhadUtusan Melayu (Malaysia) Berhad hereby appoint

NRIC No. 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 Thirty EighthThirty EighthThirty EighthThirty EighthThirty Eighth Annual

General Meeting of the Company to be held at Dewan Besar, Level 1, Bangunan Tabung Haji, 201, Jalan Tun Razak, 50400 Kuala

Lumpur on WednesdayWednesdayWednesdayWednesdayWednesday, 31 May 200631 May 200631 May 200631 May 200631 May 2006 at 11.00 a.m.11.00 a.m.11.00 a.m.11.00 a.m.11.00 a.m. and at any adjournment thereof.

*My/Our proxy is to vote as indicated below:*My/Our proxy is to vote as indicated below:*My/Our proxy is to vote as indicated below:*My/Our proxy is to vote as indicated below:*My/Our proxy is to vote as indicated below:

ORDINARY RESOLUTIONSORDINARY RESOLUTIONSORDINARY RESOLUTIONSORDINARY RESOLUTIONSORDINARY RESOLUTIONS FORFORFORFORFOR AGAINSTAGAINSTAGAINSTAGAINSTAGAINST

No. 1 •To receive and adopt the Financial Statements

No. 2 •To declare a first and final dividend

To re-elect the following Directors under Article 98To re-elect the following Directors under Article 98To re-elect the following Directors under Article 98To re-elect the following Directors under Article 98To re-elect the following Directors under Article 98No. 3 •Tan Sri Mohamed Hashim Ahmad MakaruddinNo. 4 •Dato’ Dr. Firdaus Haji Abdullah

To-reappoint the following Director pursuant toTo-reappoint the following Director pursuant toTo-reappoint the following Director pursuant toTo-reappoint the following Director pursuant toTo-reappoint the following Director pursuant toSection 129(6) of the Companies Act, 1965Section 129(6) of the Companies Act, 1965Section 129(6) of the Companies Act, 1965Section 129(6) of the Companies Act, 1965Section 129(6) of the Companies Act, 1965

No. 5 •Tan Sri Haji Husein Ahmad

No. 6 •To approve the Directors’ fees

No. 7 •To re-appoint Auditors

As Special Business - Ordinary ResolutionsAs Special Business - Ordinary ResolutionsAs Special Business - Ordinary ResolutionsAs Special Business - Ordinary ResolutionsAs Special Business - Ordinary ResolutionsNo. 8 •Directors’ authority pursuant to Section 132C

No. 9 •Directors’ authority pursuant to Section 132D

As Special Business - Special ResolutionAs Special Business - Special ResolutionAs Special Business - Special ResolutionAs Special Business - Special ResolutionAs Special Business - Special ResolutionSpecial 1 •Amendments to the Articles of Association

Please indicate with a tick (x) in the appropriate spaces how you wish your votes to be cast. If you do not indicate how you wish your proxy to vote on any resolution, the proxy

will vote as he thinks fit at his discretion or abstain from voting.

(*Strike out whichever is not desired)

Signature/Common seal of Corporation

Number of Shares Held:

Date:

CDS Account No. of authorised nominee (i)

Number of SharesNumber of SharesNumber of SharesNumber of SharesNumber of Shares PercentagePercentagePercentagePercentagePercentage

Proxy 1 %

Proxy 2 %

Total 100%

For appointment of two proxies, percentage of shareholdingsto be represented by the proxies

NOTE : Appointment of ProxyNOTE : Appointment of ProxyNOTE : Appointment of ProxyNOTE : Appointment of ProxyNOTE : Appointment of Proxyi) Applicable to shares held through a nominee account.ii) A member of the Company entitled to attend and vote at this meeting may appoint

a proxy (or in a case of a corporation, to appoint a representative) to attend andvote in his stead. A proxy need not be a member of the Company.

iii) A member shall be entitled to appoint more than one (1) proxy to attend and voteat the same meeting. Where a member appoints more than one (1) proxy, theappointment shall be invalid unless he specifies the proportion of his holdings tobe represented by each proxy.

iv) The instrument appointing a proxy shall be in writing under the hand of the appointoror of his attorney duly authorised in writing or, if the appointor is a corporation,

either under the common seal or under the hand of an officer or attorney dulyauthorised.

v) Where a member is an authorised nominee as defined under the Central DepositoriesAct, 1991, it may appoint at least one (1) proxy in respect of each Securities Accountit holds with ordinary shares of the Company standing to the credit of the saidSecurities Account.

vi) To be valid the proxy form duly completed must be deposited at the Registrar’sOffice, 20th Floor, Plaza Permata, Jalan Kampar Off Jalan Tun Razak, 50400 KualaLumpur not less than forty eight (48) hours before the time for holding the Meetingor any adjournment thereof.

Documents

2005_UTUSAN-AnnualReport2005(2MB)