At 30 September (16,649,091) (99,999) Name of subsidiary incorporation Principal activities equity interest
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1 15. Investment in subsidiaries Company RM RM At cost: Unquoted shares Ordinary shares 357,442, ,687,240 Redeemable convertible preference shares ( RCPS ) 255,000, ,000,000 Less: Accumulated impairment loss At 1 October 2011/2010 (99,999) (99,999) Provision for the financial year (16,549,092) At 30 September (16,649,091) (99,999) 595,793, ,587,241 Details of the subsidiaries are as follows: Aliran Perkasa Malaysia Property development 100% 100% µ Cekap Corporation Berhad Malaysia Property development 100% and operating a recreational club Dapat Jaya Builder Malaysia Building and civil works 100% 100% contracting and project management services Detik Merdu Malaysia Investment holding 100% 100% Everland Asia Development Malaysia Property development 100% 100% Gabung Wajib Malaysia Property development 100% 100% Gerak Teguh Malaysia Property development 100% 100% GK Resort Berhad Malaysia Investment holding 100% 100%
2 Global Retreat (MM2H) Malaysia An agent for the 100% 100% Malaysia My Second Home Programme Intelek Kekal (M) Malaysia Building and civil works 100% 100% contracting and management services ~ Intelek Murni (M) Berhad Malaysia Operating a recreational 100% club Intra Tegas (M) Malaysia Property development 100% 100% Kajang Resources Corporation Malaysia Property development 100% 100% Kumpulan Indah Bersatu Malaysia Property development 100% 100% Metro Kajang Construction Malaysia Building and civil works 100% 100% contracting and project and building management services MKH Credit Corporation Malaysia Money lending, hire 100% 100% purchase and leasing finance MKH Management Malaysia Management, secretarial 100% 100% services and insurance agency Metro Kajang Trading Malaysia Trading of building 100% 100% materials and household related products ^ Metro Kajang (Oversea) Malaysia Investment holding 100% 100% Metro K.L. City Malaysia Property development 100% 100% Metro Nusantara Malaysia Dormant 100% 100% Metro Tiara (M) Malaysia Property investment 100% 100% Metro Kajang Development Malaysia Ceased operation 100% 100%
3 *Pelangi Seri Alam Malaysia Building and civil works 100% 100% Development Sdn Bhd. contracting (formerly known as Fresh Partners Malaysia ) Pelangi Semenyih Malaysia Property development 100% 100% Perkasa Bernas (M) Malaysia Property development 100% 100% MKH Resources Malaysia Management services 100% 100% Serba Sentosa Malaysia Property development 100% 100% Serentak Maju Corporation Malaysia Property development 100% 100% Srijang Indah Malaysia Property investment 100% 100% and management and investment holding Srijang Kemajuan Malaysia Property development 99.99% 99.99% and property investment Stand Allied Corporation Malaysia Property development 100% 100% Sumber Lengkap Malaysia Property development 100% 100% Vast Marketing & Services Malaysia Trading and marketing 100% 100% Subsidiaries of Detik Merdu Khaleda Agroprima Republic Oil palm plantation 95% 95% Malindo of Indonesia # PT Nusantara Makmur Republic of Dormant 100% 100% Jaya Indonesia
4 Subsidiary of Gabung Wajib Amona Metro Development Malaysia Property development 60% 60% Subsidiary of GK Resort Berhad PNSB-GK Resort Malaysia Property development 70% 70% Subsidiary of Kumpulan Indah Bersatu Palga Malaysia Investment holding 100% 100% Subsidiary of Metro Kajang (Oversea) # Vast Furniture The People s Furniture manufacturing 100% 100% Manufacturing (Kunshan) Republic of Co. Ltd. China Subsidiary of Metro Kajang Trading Intelek Murni (M) Berhad Malaysia Ceased operation 100% Subsidiary of Palga Hiliran Juara Malaysia Property development 100% 100% Subsidiaries of Srijang Indah Laju Jaya Malaysia Hotel business and 100% 100% property investment Maha Usaha Malaysia Property investment 100% 100% and management
5 # Subsidiaries audited by firms of auditors other than Baker Tilly AC. * The Company fully subscribed for a total of 979,998 (2011: nil) new ordinary shares of RM1/- each in the subsidiary. µ The Company disposed the subsidiary during the financial year as disclosed in Note 30. ^ The Company fully subscribed for 1,000,000 (2011: 1,550,000) new redeemable convertible preference shares of RM1/- at a premium of RM99 each in the subsidiary via settlement of debts due from the subsidiary to the Company. ~ The Company acquired the respective subsidiaries for a total cash consideration of RM500,002 ( 2011: The investment in shares have been pledged as security for credit facilities granted to a subsidiary as mentioned in Note 28. The prior financial year financial statements were unaudited and was consolidated based on management financial statements. The salient features of the Redeemable Convertible Preference Shares ( RCPS ) are as follows: (a) Dividends (i) The holder has the right to be paid, out of such profits of the subsidiary available for distribution determined by the directors at their discretion to be distributed in respect of each financial year or other accounting period of the subsidiary, a dividend at a rate as the Board of Directors shall determine from time to time. (b) Voting rights The RCPS carry rights to vote at any general meeting of the subsidiary if: (i) (ii) any resolution is proposed for the winding up of the subsidiary, in which case the holder of the RCPS may only then vote at such general meeting on the election of a chairman, any motion for adjournment and the resolution for winding up; or the meeting is convened for the purpose of considering the reduction of the capital of the subsidiary; or (iii) the meeting is relating to any dividend or part thereof unpaid on any RCPS; or (iv) the proposition which is submitted to the meeting proposes to abrogate or vary or otherwise directly affects the special rights and privileges attaching to the RCPS; in which event the holder of the RCPS shall have such number of votes for each RCPS registered in his name equivalent to the number of ordinary shares, which solely for the purpose of calculating the number of votes of the holder of the RCPS is entitled to, one RCPS held by the holder of RCPS shall be deemed to be equivalent to one of ordinary share of the subsidiary. The holder of the RCPS shall further be entitled to speak, demand a poll, to move resolutions and participate in the meeting of the shareholders of RCPS of the subsidiary. (c) Redemption (i) (ii) Subject to the provision of Section 61 of the Companies Act,1965, the subsidiary shall have the right to redeem all or any of the RCPS at RM100 only per RCPS (being the par value of RM1 and premium of RM99 per RCPS) at anytime after the date of issuance of RCPS; and no RCPS redeemed by the subsidiary shall be capable of reissue.
6 The salient features of the Redeemable Convertible Preference Shares ( RCPS ) are as follows: (continued) (d) Conversion The subsidiary is entitled, at any time during the period commencing on the date of issuance of RCPS to convert all or any of the RCPS registered in the name of each holder of the RCPS. Each RCPS is convertible into 100 ordinary shares of RM1 each in the share capital of the subsidiary. (e) Capital The holder has the right on winding up or other return of capital (other than on the redemption of the RCPS) to receive, in priority to the holders of any other class of shares in the capital of the subsidiary. 16. INVESTMENT in ASSOCIATES
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