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DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page i DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page ii RATIONALE As a leading property developer, Damansara Realty Berhad has come up with creative and innovative concept for its future development, including its integrated mixed property development in Johor Bahru. Attractive new designs at its ongoing residential development in Bandar Damansara Kuantan cater to the market's demand for quality homes while emphasizing the importance of blending with the natural environment. Damansara Realty Berhad aspires to GREATER HEIGHTS to offer customers creative and innovative property concepts even as it diversifies beyond its current business module to unlock its true potential and enhance value for all stakeholders. DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page 1 Contents COMPANY FINANCIAL STATEMENTS 02 Corporate Information 04 Corporate Structure 54 Directors' Report 08 Board of Directors 58 Statement by Directors 14 Group Management 58 Statutory Declaration 59 Independent Auditors' Report CORPORATE 61 Statements of Comprehensive Income 62 Statements of Financial Position STATEMENT 64 Statement of Changes In Equity 66 Statement of Cash Flows 18 Chairman’s Statement 68 Notes to the Financial Statement 20 Message From The Executive Vice Chairman 22 Group Chief Executive Officer’s Review of Operations OTHER INFORMATION CORPORATE 136 List of Properties held by the Group GOVERNANCE 137 Analysis of Shareholdings 140 Notice of Annual General Meeting 28 Statement of Corporate Governance 144 Statement Accompanying The Notice of 44 Audit Committee Report Annual General Meeting 47 Statement on Risk Management and Internal Control FORM OF PROXY 50 Statement on Directors’ Responsibility 51 Recurrent Related Party Transactions DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page 2 2 | ANNUAL REPORT 2015 | DAMANSARA REALTY BERHAD CORPORATE INFORMATION BOARD OF DIRECTORS AUDIT COMMITTEE YB DATO’ AHMAD ZAHRI BIN JAMIL PUAN ZAINAH BINTI MUSTAFA Independent Non-Executive Chairman Chairman YB DATO’ DAING A. MALEK YB DATO’ AR. WAN MOHAMMAD KHAIR-IL ANUAR BIN DAING A. RAHAMAN BIN WAN AHMAD Executive Vice Chairman TUAN HAJI ABDULLAH BIN MD. YUSOF PUAN ZAINAH BINTI MUSTAFA Senior Independent Non-Executive Director COMPANY SECRETARY TUAN HAJI ABDULLAH BIN MD. YUSOF Independent Non-Executive Director AHMAD FAISAL BIN ABDUL KARIM (MAICSA 7045851) ENCIK WAN AZMAN BIN ISMAIL Non-Independent Non-Executive Director REGISTERED OFFICE YB DATUK MOHD OTHMAN BIN HJ. YUSOF Independent Non-Executive Director Lot 10.3, Level 10 (Appointed on 15.12.2015) Wisma Chase Perdana Off Jalan Semantan YBHG DATO’ MOHD AISOM BIN OMAR Damansara Heights Independent Non-Executive Director 50490 Kuala Lumpur (Appointed on 15.12.2015) T : 03-20812688 F : 03-20812690 ENCIK SHAHRIZAM BIN A. SHUKOR E : [email protected] Independent Non-Executive Director (Appointed on 15.12.2015) SHARE REGISTRAR & ISSUING HOUSE YB DATO’ AR. WAN MOHAMMAD KHAIR-IL ANUAR BIN WAN AHMAD Tricor Investor & Issuing House Services Independent Non-Executive Director Sdn. Bhd. (11324-H) (Resigned on 28.04.2016) Unit 32-01, Level 32, Tower A Vertical Business Suite YBHG DATO’ SOHAIMI BIN SHAHADAN Avenue 3, Bangsar South Independent Non-Executive Director No. 8 Jalan Kerinchi (Resigned on 28.04.2016) 59200 Kuala Lumpur T : 03-27839299 ENCIK MOHAMMAD ASRI BIN HASSAN SABRI F : 03-27839222 Independent Non-Executive Director E : [email protected] (Appointed on 15.12.2015) (Resigned on 28.04.2016) STOCK EXCHANGE LISTING TUAN SYED OMAR BIN SYED MOHAMED Non-Independent Executive Director Main Market of Bursa Malaysia Securities Berhad (Resigned on 21.08.2015) AUDITORS GROUP CHIEF EXECUTIVE OFFICER Messrs. Jamal, Amin & Partners TUAN HAJI MOHD. FAZLIN SHAH BIN MOHD SALLEH (Appointed on 21.08.2015) PRINCIPAL BANKERS CIMB Bank Berhad DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page 3 Healthcare Technical Services (‘HTS’) One Stop – Hospital Development Consultant HTS, headquartered in Kuala Lumpur was founded in 1995 as an independent provider of consulting services in the healthcare sector. Since inception, HTS has grown rapidly to become one a leader in the healthcare consulting market in Malaysia and international markets. HTS is a multi-disciplinary consulting company with more than 20 years of experience in providing consultancy on hospital designs, planning and equipment, project management, construction management, integrated facilities management, medical technology, sustainability through energy management and green building design, technical advisory in mechanical & electrical services and accreditation advisory services and advice to healthcare providers, architects, contractors and funders on hospital development. HTS’ projects range from feasibility studies design until the completion of hospital building. HTS has also carried out condition and hospital accreditation surveys for many areas of healthcare facilities in Malaysia and overseas. HTS has been commissioned by public and private healthcare providers in Malaysia including the Ministry of Health, Malaysia and KPJ Healthcare hospitals and overseas, including Poland, Saudi Arabia, Bangladesh, Indonesia, Laos and Papua New Guinea that are worth more than RM2.0 billion. HTS’ expertise is supported with highly skilled staff with various technical backgrounds such as architecture, mechanical, electrical, biomedical, civil and structure engineering as well as energy managers and green building facilitators. The knowledge and experience give HTS a unique perspective of the healthcare requirements of hospitals of various sizes and categories including major teaching establishments. It also gives HTS a deep understanding of clients’ needs while complying with the authorities’ requirements and quality standards in healthcare. Our Consulting Services Hospital Design and Planning Hospital Accreditation Audit & Advisory Sustainability & Energy Management Project Management Construction Management Facilities Engineering Management Technical Advisory Green Building Index Facilitator Construction Reconciliatory Advisory Medical Technology Our Contact Our Headquarters: Our Branch: Contact Persons: No 20-3, Jalan 65C c/o KPJ Johor Specialist Hospital 1. Ir Yahaya Hassan (Managing Director) Pekeliling Business Centre 39B, Jalan Abdul Samad [email protected] Off Jalan Pahang Barat 80100 Johor Bahru 53000 Kuala Lumpur 2.Muntari Paimin (Chief Technical Officer) Tel No: +607 227 3517 [email protected] Tel No: +603 4021 2331 Fax No: +607 227 3516 Fax No: +603 4021 2337 3.Rushdan Ramli (Chief Financial Officer) Website: www.hts.my [email protected] DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page 4 4 | ANNUAL REPORT 2015 | DAMANSARA REALTY BERHAD CORPORATE STRUCTURE WHOLLY OWNED SUBSIDIARIES SUBSIDIARIES Damansara Forest Products (Malaysia) Sdn Bhd DHealthcare Centre Sdn Bhd Damansara Galaxy Sdn Bhd Damansara Realty (Pahang) Sdn Bhd [fka Beta Series (M) Sdn Bhd] HC Duraclean Sdn Bhd Damansara Millenium Sdn Bhd [fka Istiwa Sdn Bhd] Healthcare Technical Services Sdn Bhd Damansara Realty (Johor) Sdn Bhd Kesang Kastory Enterprise Sdn Bhd Damansara Realty (Terengganu) Sdn Bhd Kesang Quarry Sdn Bhd Damansara Realty Construction Sdn Bhd M.N. Koll (M) Sdn Bhd [fka Kesang Pharmaceuticals Sdn Bhd] Pedas Quarry Sdn Bhd Damansara Realty Land Sdn Bhd TMR Urusharta (M) Sdn Bhd [fka Armada Tijaarah Sdn Bhd] Damansara Realty Management [Timber Operations] Sdn Bhd OVERSEAS COMPANIES Damansara Realty Management Services Sdn Bhd Damansara Realty Properties Sdn Bhd Damansara Forest Products (PNG) Ltd. [fka Damansara Realty (Selangor) Sdn Bhd] (Under members’ voluntary liquidation) Damansara Urban Sdn. Bhd. Damansara Batai (PNG) Ltd. [fka Insan Kualiti Sdn Bhd] (Under members’ voluntary liquidation) DRP Construction Sdn Bhd Damansara-Siau (PNG) Ltd. (Under members’ voluntary liquidation) Harta Facilities Management Sdn Bhd Damansara-Pai (PNG) Ltd. JOLS Construction Sdn Bhd (Under members’ voluntary liquidation) Kesang Construction & Engineering Sdn Bhd Metro Parking (B) Sdn Bhd Kesang Equipment Hire Sdn Bhd Metro Parking (HK) Limited Kesang Industries Sdn Bhd Metro Parking (S) Pte Ltd Kesang Leasing Sdn Bhd Metro Parking Services (India) Private Limited Kesang Properties Sdn Bhd Metro Parking Management (Philippines) Inc Kesang Trading Sdn Bhd Healthcare Technical Services (PNG) Ltd. Metro Parking (M) Sdn Bhd Healthcare International Ltd. Metro Equipment Systems (M) Sdn Bhd Metro Parking (Sabah) Sdn Bhd Smart Parking Management Systems Sdn Bhd Tebing Aur Sdn Bhd TMR ACMV Services Sdn Bhd TMR Koll Sdn Bhd DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page 5 DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page 6 RISING TO PROMINENCE Our growing success is due to the high standards that we maintain in all aspects of our operations. We always perform at our best because that is what we expect of ourselves. DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page 7 DRB AR15.qxp_Damansara_R 4/26/16 11:59 PM Page 8 8 | ANNUAL REPORT 2015 | DAMANSARA REALTY BERHAD BOARD OF DIRECTORS YB DATO’ AHMAD ZAHRI BIN JAMIL Independent Non-Executive Chairman Dato' Ahmad Zahri bin Jamil, aged 67, is the Other than as disclosed, he does not have any family Independent Non-Executive Chairman and Director of relationship with any director and/or major shareholder Damansara Realty Berhad. Dato' Ahmad Zahri served as of DBhd. He holds 20,000 units of ordinary shares in a Director of Yayasan Pelajaran Johor from 2004 to 2013 DBhd. and was a Director of Johor Corporation from