MEGAN-AnnualReport2006 (1.1MB)

Table of
Contents
Notice of Annual General Meeting 2
Statement Accompanying Notice of 6
Annual General Meeting
Share Buy-Back Statement 7
Group Financial Highlights 13
Corporate Information 14
Board of Directors 15
Profile of the Board of Directors 16
Chairman’s Statement/Penyata Pengerusi 19
Statement of Corporate Governance 24
Additional Compliance Information 29
Statement on Internal Control 30
Audit Committee Report 32
Financial Statements 36
Analysis of Shareholdings 79
Analysis of Warrant Holdings 81
Statement of Directors’ Interest 82
Schedule of Share Buy-Back 83
Particulars of Group’s Properties 83
Form of Proxy
Notice Of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting of Megan Media Holdings Berhad (“MMHB” or
the “Company”) will be held at Room Pahlawan 7 & 8, Level 5, The Summit Hotel, Persiaran Kewajipan USJ 1, 47600
UEP Subang Jaya, Selangor Darul Ehsan on Monday, 30 October 2006 at 10.30 a.m. for the following purposes:-
AS ORDINARY BUSINESS
1.
To receive and adopt the Audited Financial Statements for the year ended 30 April (Resolution 1)
2006 together with the Directors’ Report and Report of the Auditors thereon.
2. To approve the Directors’ fees for the financial year ended 30 April 2006. (Resolution 2)
3. To re-elect Redzuan bin Abdul Rahman who retires in accordance with Article 82 of the (Resolution 3)
Company’s Articles of Association.
4. To re-elect Dato’ Dr. Mohd Adam bin Che Harun who retires in accordance with Article 120 of (Resolution 4)
the Company’s Articles of Association.
5. To re-elect Alice Kuek Ai-Lee who retires in accordance with Article 89 of the Company’s (Resolution 5)
Articles of Association.
6. To re-appoint Messrs. KPMG as Auditors of the Company for the ensuing year and to authorise (Resolution 6)
the Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following Ordinary Resolutions:-
7. AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT TO SECTION 132D OF THE (Resolution 7)
COMPANIES ACT, 1965
“THAT, subject always to the Companies Act, 1965, the Articles of Association of the Company
and the approvals of the relevant Government and/or Regulatory Authorities, the Directors
be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to
issue new ordinary shares of RM1.00 each in the Company from time to time until the
conclusion of the next Annual General Meeting of the Company and upon such terms and
conditions and for such purposes and to such person or persons as the Directors may in their
absolute discretion, deem fit and expedient in the best interest of the Company, provided that
the aggregate number of shares issued pursuant to this resolution does not exceed ten
percent (10%) of the issued and paid-up share capital of the Company at any point in time
and that the Directors are also empowered to obtain the approval for the listing of and quotation
for the additional shares issued on the Bursa Malaysia Securities Berhad.”
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Notice Of Annual General Meeting ( cont’d)
8. AUTHORITY TO ISSUE AND ALLOT SHARES UNDER THE EMPLOYEES’ SHARES (Resolution 8)
OPTION SCHEME
“THAT pursuant to Section 132D of the Companies Act, 1965 and the Company’s Employees’
Shares Option Scheme as approved at the Extraordinary General Meeting of the Company held on
23 October 2001, the Directors be and are hereby empowered, to offer and grant options to
eligible employees and Directors of the Company and its subsidiaries (“Group”) and to issue
and allot such new ordinary shares in the Company arising from the exercise of options by the
Group’s employees and Directors from time to time until the conclusion of the next Annual
General Meeting of the Company and that the Directors are also empowered to obtain the
approval for the listing of and quotation for the additional shares issued on the Bursa Malaysia
Securities Berhad.”
9. PROPOSED RENEWAL OF AUTHORITY FOR THE PURCHASE BY MMHB OF ITS OWN (Resolution 9)
ORDINARY SHARES
“THAT, subject to the Companies Act, 1965 (“the Act”), rules, regulations and orders made
pursuant to the Act, provisions of the Company’s Memorandum and Articles of Association
and the requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other
relevant authority, the Directors of the Company be and are hereby authorised to purchase
such number of ordinary shares of RM1.00 each in the Company’s issued and paid-up share
capital (“Proposed Share Buy-Back”) as may be determined by the Directors of the Company
from time to time through Bursa Securities upon such terms and conditions as the Directors
may deem fit and expedient in the interest of the Company provided that:-
(i) the aggregate number of ordinary shares of RM1.00 each in MMHB (“MMHB Shares”)
which may be purchased or held by the Company shall not exceed ten percent (10%) of
the issued and paid-up share capital of the Company at any point in time;
(ii) the maximum fund to be allocated by the Company for the purpose of purchasing the
MMHB Shares shall not exceed the total retained profits and share premium account of
the Company;
(iii) the authority conferred by this resolution will commence immediately upon passing of this
ordinary resolution and will continue to be in force until:-
(a) the conclusion of the next Annual General Meeting of the Company following the
general meeting at which such resolution was passed at which time it shall lapse
unless by ordinary resolution passed at the meeting, the authority is renewed, either
unconditionally or subject to conditions;
(b) the expiration of the period within which the next Annual General Meeting of the
Company after that date is required by law to be held; or
(c) revoked or varied by ordinary resolution passed by the shareholders in general

meeting,
whichever occurs first; and
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(iv) upon completion of the purchase(s) of the MMHB Shares by the Company, the Directors of the Company be
and are hereby authorised to cancel the MMHB Shares so purchased or to retain the MMHB Shares so
purchased as treasury shares, of which may be distributed as dividends to shareholders, and/or resold on
Bursa Securities, and/or to retain part thereof as treasury shares and cancel the remainder and in any other
manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the requirements
of Bursa Securities and any other relevant authority for the time being in force;
AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are necessary
or expedient to implement, finalise or to effect the purchase(s) of the MMHB Shares with full powers to assent
to any conditions, modifications, resolutions, variations and/or amendments (if any) as may be imposed by the
relevant authorities.
10. To transact any other ordinary business of the Company for which due notice shall have been given.
By order of the Board
WONG AI LENG (MIA 7806)

Company Secretary
Petaling Jaya
6 October 2006
Notes:-
APPOINTMENT OF PROXY
1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies
Act, 1965 shall not apply to the Company.
2. To be valid, this form, duly completed must be deposited at the Registered Office of the Company at 910 (Suite 2),
Block B, Phileo Damansara II, No. 15, Jalan 16/11, Off Jalan Damansara, 46350, Petaling Jaya, Selangor Darul Ehsan
not less than 48 hours before the time for holding of the Annual General Meeting Provided That in the event the
member(s) duly executes the form of proxy but does not name the proxy, such member(s) shall be deemed to
have appointed the Chairman of the meeting as his/her/their proxy, Provided Always that the rest of the proxy
form, other than the particulars of the proxy have been duly completed by the member(s).
3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided
that the provisions of Section 149(1)(c) of the Companies Act, 1965 are complied with.
4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the
proportions of his holdings to be represented by each proxy.
5. If the appointer is a corporation, this form must be executed under its common seal or under the hand of an officer
or attorney duly authorised.
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EXPLANATORY NOTES ON SPECIAL BUSINESS

1. Resolution pursuant to Section 132D of the Companies Act, 1965
The proposed Resolution 7, if passed, will enable the Directors to issue up to a maximum ten percent (10%) of the
issued share capital of the Company at any point in time for such purposes as the Directors consider would be
in the best interest of the Company. This authority unless revoked or varied by the Company at a General Meeting
will expire at the next Annual General Meeting.
2. Resolution pursuant to Employees Shares Option Scheme

The proposed Resolution 8, if passed, will empower the Directors of the Company to issue and allot shares to
those employees who have exercised their options under the Scheme. This authority unless revoked or varied by
the Company at a General Meeting will expire at the next Annual General Meeting.
3. Resolution pursuant to Renewal of authority for the purchase by MMHB of its own ordinary
shares
The proposed Resolution 9, if passed, will empower the Company to purchase and/or hold up to ten percent
(10%) of the issued and paid-up share of the Company. Further information on the Proposed Share Buy-Back are
set out in the Share Buy-Back Statement on pages 7 to 12 of this Annual Report.
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Statement Accompanying
Notice Of Annual General Meeting
Pursuant To Paragraph 8.28 (2) Of The Listing Requirements Of The Bursa Malaysia Securities Berhad
1. The Directors who are standing for re-election at the Seventh Annual General Meeting are:-
a) Redzuan bin Abdul Rahman (retiring pursuant to Article 82 of the Company’s Articles of Association)
b) Dato’ Dr. Mohd Adam bin Che Harun (retiring pursuant to Article 120 of the Company’s Articles of
Association)
c) Alice Kuek Ai-Lee (retiring pursuant to Article 89 of the Company’s Articles of Association)
2. The profiles of the Directors standing for re-election are set out on pages 16 to 18 of the Annual Report.
3. The details of Directors’ attendance at Board meetings held during the financial year ended 30 April 2006 are set
out in the Statement of Corporate Governance on pages 24 to 28 of the Annual Report.
4. All Board meetings were held at the Boardroom, No. 4, Jalan SS 13/5, Subang Jaya Industrial Estate, 47500
Petaling Jaya, Selangor Darul Ehsan at the dates set out in the Statement of Corporate Governance on
pages 24 to 28 of the Annual Report.
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Share Buy-Back Statement
THIS STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant,
banker or other professional advise immediately.
If you have sold or transferred all your shares in Megan Media Holdings Berhad (“MMHB”), you should at once
forward this Statement to the agent through whom the sale or transfer was effected for onward transmission to the
purchaser or transferee.
Bursa Securities takes no responsibility for the contents of this Statement, makes no representation as to its accuracy
or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents in this Statement.
SHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS’

MANDATE FOR SHARE BUY-BACK AUTHORITY
1. INTRODUCTION
The Company had on 5 October 2006 announced to Bursa Securities that it proposes to seek shareholders’
approval for a renewal of mandate for the Company to purchase its own shares up to ten percent (10%) of its total
issued and paid-up share capital of the Company for the time being in accordance to the provisions of the
Companies Act, 1965, the Company’s Articles and Associations and the Bursa Securities’ Listing requirements on
share buy-back (“the Proposed Share Buy-Back”).
The Purpose of this Statement is to provide you with relevant details of the Proposed Share Buy-Back and to
seek your approval on the ordinary resolution relating to the Proposed Share Buy-Back under the agenda of
Special Business as set out in the Annual Report of MMHB for the financial year ended 30 April 2006 to be tabled
at the forthcoming Seventh Annual General Meeting (“AGM”) to be held on Monday, 30 October 2006 at 10.30 a.m.
at Room Pahlawan 7 & 8, Level 5, The Summit Hotel, Persiaran Kewajipan USJ 1, 47600 UEP Subang Jaya,
Selangor Darul Ehsan.
2. DETAILS OF THE PROPOSED SHARE BUY-BACK

The Board had during the AGM held on 19 October 2005 obtained its shareholders’ approval on the authority to
purchase and/or hold up to ten percent (10%) of its total issued and paid-up share capital as quoted on the Bursa
Securities. The authorities shall expire at the conclusion of the forthcoming AGM of the Company which will be
held on 30 October 2006.
The Board proposes to seek the renewal of the authority to purchase up to ten percent (10%) of the issued and
paid-up share capital of the Company quoted on the Bursa Securities. The total issued and paid-up share capital
of the Company as at 14 September 2006 is RM205,576,525 comprising 205,576,525 ordinary shares of RM1.00
each (“Shares”). The Company also has:-
(i) in issue 71,141,400 Warrants outstanding, exercisable at any time on or before 13 August 2009 with an
exercise price of RM1.60; and
(ii) a total of 22,228,479 ESOS Options which have been/may be granted.
With the assumption that all the Warrants and ESOS Options are exercised, the enlarged share capital of MMHB
would be RM298,946,404 comprising 298,946,404 MMHB Shares. Hence up to 29,894,640 MMHB Shares may
be purchased by the Company pursuant to the Proposed Share Buy-Back. However, assuming that there is no
change in the number of outstanding MMHB Shares in issue as at 14 September 2006, up to 20,557,652 MMHB
Shares may be purchased by the Company.
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Share Buy-Back Statement ( cont’d)
The Proposed Share Buy-Back, if renewed, would be effective immediately upon the passing of the ordinary
resolution pertaining to the Proposed Share Buy-Back at the forthcoming AGM until the conclusion of the next
AGM of MMHB, unless earlier revoked or varied by ordinary resolution of shareholders of MMHB in a general
meeting, or upon the expiration of the period within which the next AGM after the date on which the authority
conferred by the resolution is required by the law to be held, whichever occurs first.
Chapter 12 of the Bursa Securities’ Listing Requirements stipulates that the Proposed Share Buy-Back must be
made wholly out of retained profits of the Listed Company. As at 30 April 2006, the audited retained profits and
share premium account of the Company were RM7.54 million and RM41.72 million respectively. The Proposed
Share Buy-Back will be funded from internal generated funds and/or external borrowing. The amount of internal
funds and/or external borrowing to be utilised will only be determined later depending on the available internally
generated funds, actual numbers of Shares to be purchased, and/or held, the anticipated future cash flow and
relevant cost factors.
3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK

The Proposed Share Buy-Back will enable the Company to utilise its financial resources to purchase its own
Shares in order to enhance the return on equity. In addition, the Proposed Share Buy-Back may be able to reduce
any unwarranted volatility of its Shares and assist to stabilise the supply, demand and price of the Shares in the
open market, thereby supporting the fundamental value of its Shares.
The purchased Shares could be held as treasury shares and resold on the Bursa Securities later with the intention
of realising potential capital gains in the event that the market prices of the Shares appreciate in the future which
will increase the shareholders’ equity of the Company. In the event the treasury shares are distributed as share
dividends, it will serve to reward the shareholders of the Company.
However, the Proposed Share Buy-Back will reduce the financial resources of the Group, which may result in the
Group foregoing other investment opportunities that may emerge in the future, or any interest income that can be
derived from the funds utilised for the Proposed Share Buy-Back. It may also reduce the amount of financial
resources available for distribution of dividends to its shareholders as funds are utilised to purchase Shares
However, the financial resources of the group may recover or increase upon the reselling of the purchased shares
held as treasury shares at higher price than their purchase price.
The Proposed Share Buy-Back will allow the Board to exercise the power of the Company to Purchase and/or
hold its own Shares at any time within the abovementioned time period using the internal funds of the Company
and/or external borrowings. The amount of internal funds and/or external borrowings to be utilised will only be
determined later depending on the available internally generated funds, actual number of Shares to be purchased,
and/or held, the anticipated future cash flow and relevant cost factors.
In the light of the above, the Board will be mindful of the interest of MMHB and its shareholders in undertaking the
Proposed Share Buy-Back.
4. SHAREHOLDINGS
Based on the Register of Substantial Shareholders and Directors’ Shareholding as at 14 September 2006 (being
the most practicable date prior to the printing of this Statement) and assuming the Proposed Share Buy-Back is
implemented in full (i.e. up to 10% of the paid-up capital) and that the MMHB Shares purchased are from
shareholders other than the substantial shareholders and Directors, the effects of the Proposed Share Buy-Back
on the Substantial Shareholders’ and Directors’ shareholdings are as follows:-
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Substantial Shareholders
Scenario 1: Assuming none of the outstanding Warrants and ESOS Options as at 14 September 2006 are exercised.
Before Proposed Share Buy-Back* After Proposed Share Buy-Back

Direct Indirect Direct Indirect
No of No of No of No of
MMHB MMHB MMHB MMHB
Shares Shares Shares Shares
held % held % held % held %
Yeo Wee Siong 22,764,246 11.21 - - 22,764,246 12.47 - -
Lembaga Tabung Haji 10,218,210 5.03 - - 10,218,210 5.60 - -
Notes
* Taking into account the shares purchased and held as treasury shares as at 14 September 2006.
Scenario 2: Assuming all outstanding Warrants and ESOS Options are exercised as at 14 September 2006.
MMHB MMHB MMHB MMHB
held # % held % held # % held %
Yeo Wee Siong 31,482,244 10.62 - - 31,482,244 11.81 - -
Lembaga Tabung Haji 11,592,970 3.91 - - 11,592,970 4.35 - -
Notes
# Taking into account the ESOS Options already granted as at 14 September 2006 (exclude ESOS Options not
offered/granted as at 14 September 2006) and full exercise of outstanding warrants allotted to persons other
than the substantial shareholders.
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Directors
Scenario 1: Assuming none of the outstanding Warrants and ESOS Options as at 14 September 2006 are exercised.

MMHB MMHB MMHB MMHB
held % held % held % held %
Dato’ Dr. Mohd Adam 9,455,906 4.66 - - 9,455,906 5.18 - -
bin Che Harun
Major General (R) 1,085,800 0.53 **93,750 0.05 1,085,800 0.59 **93,750 0.05
Datuk Dr. Nordin
bin Yusof
Yeo Wee Siong 22,764,246 11.21 - - 22,764,246 12.47 - -
Alice Kuek Ai-Lee 100,000 0.05 - - 100,000 0.05 - -
YB Datuk Rosli - - - - - - - -
bin Mat Hassan
Redzuan - - - - - - - -
bin Abdul Rahman
Notes
** Deemed interest by virtue of the shareholding of his spouse in MMHB pursuant to Section 6A of the Act.

MMHB MMHB MMHB MMHB
held # % held % held # % held %
Dato’ Dr. Mohd Adam 16,778,306 5.66 - - 16,778,306 6.29 - -
bin Che Harun
Major General (R) 1,758,600 0.59 **93,750 0.05 1,758,600 0.66 **93,750 0.04
Datuk Dr. Nordin
bin Yusof
Yeo Wee Siong 31,482,244 10.62 - - 31,482,244 11.81 - -
Alice Kuek Ai-Lee 500,000 0.17 - - 500,000 0.19 - -
YB Datuk Rosli - - - - - - - -
bin Mat Hassan
Redzuan bin Abdul - - - - - - - -

Rahman
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Notes
** Deemed interest by virtue of the shareholding of his spouse in MMHB pursuant to Section 6A of the Act.
# Adjusted for the ESOS Options already granted as at 14 September 2006 (exclude ESOS Options not
offered/granted as at 14 September 2006) and full exercise of outstanding warrants allotted to persons other than
the substantial shareholders.
5. EFFECTS OF THE PROPOSED SHARE BUY-BACK
5.1 Share Capital

The effect of the Proposed Share Buy-Back on the issued and paid-up share capital of MMHB will depend on
whether the MMHB Shares purchased are cancelled or retained as treasury shares.
The Proposed Share Buy-Back will result in the reduction of the issued and paid-up share capital of the
Company if the MMHB Shares so purchased are cancelled. However, the Proposed Share Buy-Back will have
no effect on the issued and paid-up share capital of MMHB if all the MMHB Shares purchased are to be
retained as treasury shares.
The proforma effects of the Proposed Share Buy-Back on the issued and paid-up share capital of MMHB are
as follows:-
Scenario 1: Assuming none of the outstanding Warrants and ESOS Options as at 14 September 2006 are
exercised.
Scenario 1 Scenario 2
No. of MMHB Shares No. of MMHBShares

Share capital as at 14 September 2006 205,576,525 205,576,525
Upon exercise of ESOS Options - *22,228,479
Upon exercise of outstanding Warrants - 71,141,400
Enlarged share capital 205,576,525 298,946,404
After Proposed Share Buy Back^ (20,557,652) (29,894,640)
Resultant share capital 185,018,873 269,051,764
Note
* Being 15% of the share capital of MMHB (after taking into consideration the number of ESOS Options
exercised as at 14 September 2006).
^ Assuming the Proposed Share Buy-Back is implemented in full i.e. up to 10% of the issued and paid up
share capital of the Company and the MMHB Shares purchased are subsequently cancelled.
5.2 Net Asset (“NA”) per share

The effect of the Proposed Share Buy-Back on the NA per share of the Group will depend on the purchase
price and the effective cost of funding of the Group.
If the purchased Shares are kept as treasury shares or to be cancelled, the NA per share would decrease,
unless the cost per share of the treasury shares purchased is below the NA per share at the relevant point
in time. On the contrary, if the purchased shares are treated as treasury shares and subsequently resold
on the Bursa Securities, the NA per share of the Group would increase if the Company realise a gain from the
resale, and vice-versa.
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5.3 Working Capital and Cash Flow

The Proposed Share Buy-Back will reduce the working capital and cash flow of the Company, the quantum of
which depends on, amongst others, the number of shares purchased and the purchase prices of the Shares.
For shares so purchased which are kept as treasury shares, upon its resale, the working capital and cash flow
of the Company will increase. Again, the quantum of the increase in the working capital and cash flow will
depend on the actual selling price of the treasury shares and the number of treasury shares resold.
5.4 Earnings Per Share (“EPS”)

The effect of the Proposed Share Buy-Back on EPS of the group would depend on the purchase price,
number of shares purchased and the effective cost of funding of the Group. Similarly, on the assumption
that the shares so purchased are treated as treasury shares and subsequently resold, the extent of the effect
of the earnings of the Group will depend on the actual selling price, the number of treasury shares resold, and
the gain or loss and interest expense arising.
5.5 Dividends
Assuming the Proposed Share Buy-Back is implemented, dividends would be paid on the remaining issued
and paid-up share capital of MMHB (excluding the MMHB Shares already purchased). The Proposed Share
Buy-Back may have an impact on the Company’s dividend policy for the financial year ending 30 April 2007
as it would reduce the cash available which may otherwise be used for dividend payments. Nontheless,
the treasury shares purchased may be distributed as dividends to shareholders of the Company, if the
Company so decides.
In respect of the financial year ended 30 April 2006, the Board of Directors has decided not to propose any
dividend as MMHB has reinvested a significant amount of its accumulated profits amounting to approximately
RM200 million to expand its product base into new high-end optical media products, being HD-DVD and
Blu-Ray products. This investment is anticipated to provide MMHB with substantial revenue growth and
enhancement of its returns, in the future.
5.6 Public Shareholding Spread

The Board of MMHB will ensure that it will not purchase its own shares which will result the Company’s
public shareholding spread falling below the minimum requirements of twenty-five percent (25%). As at
14 September 2006, the public shareholding spread of the Company is approximately 78.47% of its total
issued and paid-up share capital.
6. IMPLICATION RELATING TO THE CODE

The Board does not anticipate any implication relating to the Code even the allowed maximum amount of shares
are purchased pursuant to the authority granted under the Proposed Share Buy-Back.
7. DIRECTORS’ RECOMMENDATION
Your Board, after careful consideration, is of the opinion that the Proposed Share Buy-Back is in the best interest
of the Company. Accordingly, your Board recommends that you vote in favour of the resolution to give effect to the
Proposed Share Buy-Back at the forthcoming AGM.
8. FURTHER INFORMATION
Shareholders could extract other relevant information in relation of the Proposed Share Buy-Back from other
relevant section of the Annual Report.
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Group Financial Highlights
(RM’000) (RM’000) (RM’000)
1,034,797
65,152
1,250 75 250
205,576
205,576
60,234
904,696
50,842
1,000 60 200
585,431
750 45 150
28,664
88,855
23,687
78,157
70,219
500 30 100
217,078
139,078
250 15 50
0 0 0
2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006
Turnover Profit After Tax Paid-up Capital
470,705
(RM’000) (sen) (sen)

418,140
500 50 8
7
7
34.54
400 40
34.20
6
29.48
247,113
300 30 5
21.50
173,828
4
19.66
133,142
200 20 3
3
2
100 10
1
0 0 0
2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006
Shareholders’ Fund Net Basic EPS Gross Dividen Per Share
30 April ’02 30 April ’03 30 April ’04 30 April ’05 30 April ’06
Turnover (RM’000) 139,078 217,078 585,431 904,696 1,034,797
Profit After Tax (RM’000) 23,687 28,664 50,842 65,152 60,234
Paid-up Capital (RM’000) 70,219 78,157 88,855 205,576 205,576
Shareholders’ Fund (RM’000) 133,142 173,828 247,113 418,140 470,705
Net Basic EPS (sen) 19.66 21.50 34.54 34.20 29.48
Gross Dividen Per Share (sen) 7 7 3 4 -
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Corporate Information
BOARD OF DIRECTORS AUDITOR

Dato’ Dr. Mohd Adam bin Che Harun KPMG
Executive Chairman Wisma KPMG
Jalan Dungun, Damansara Heights
Major General (R) Datuk Dr. Nordin bin Yusof 50490 Kuala Lumpur
Executive Director
Yeo Wee Siong

Executive Director PLACE OF INCORPORATION
Malaysia
Alice Kuek Ai-Lee
Executive Director
YB Datuk Rosli bin Mat Hassan PRINCIPAL PLACE OF BUSINESS

Non-Executive and Independent Director No. 4, Jalan SS 13/5
Subang Jaya Industrial Estate
Redzuan bin Abdul Rahman 47500 Petaling Jaya
Non-Executive and Independent Director Selangor Darul Ehsan
COMPANY SECRETARY STOCK EXCHANGE LISTING

Wong Ai Leng (MIA 7806) Bursa Malaysia Securities Berhad, Main Board
REGISTERED OFFICE PRINCIPAL BANKERS

910, (Suite 2) Block B CIMB Bank Berhad (formerly known as
Phileo Damansara II Bumiputra-Commerce Bank Berhad)
No.15, Jalan 16/11 Citibank Berhad
Off Jalan Damansara DBS Bank Ltd
46350 Petaling Jaya HSBC Bank Malaysia Berhad
Tel : 03-7660 0628 Malayan Banking Berhad
Fax : 03-7660 0638 RHB Bank Berhad
REGISTRAR
Tenaga Koperat Sdn Bhd
20th Floor, Plaza Permata
Jalan Kampar, Off Jalan Tun Razak
50400 Kuala Lumpur
Tel : 03-4041 6522
Fax : 03-4042 6352
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Board Of Directors
YB Datuk Rosli
bin Mat Hassan
Redzuan
bin Abdul Rahman
Major General (R) Datuk
Dr. Nordin bin Yusof Yeo Wee Siong
Dato’ Dr. Mohd Adam

bin Che Harun
* Alice Kuek Ai-Lee is not in the picture.

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Profile Of The Board Of Directors
Dato’ Dr. Mohd Adam bin Che Harun

Executive Chairman and Non-Independent Director
Malaysian, aged 63
Dato’ Dr. Mohd Adam bin Che Harun was appointed to the Board of Megan Media Holdings Berhad (“MMHB”) on
27 May 2000. He was appointed as the Director of MJC (Singapore) Pte. Ltd. (“MJC”) and President Commissioner
of PT Megaplast Jayacitra (“PTMJ”) on 20 January 2004 & 25 April 2005, respectively. He is also the Chairman and
Executive Director of Memory Tech Sdn. Bhd. (“MTSB”) since 1997. He graduated with Bachelor of Accounting degree
and a Masters degree in Business Administration from North West London University, United Kingdom, a diploma in
Banking from Institute of Bankers, United Kingdom and a Doctorate of Philosophy in Business Administration from
Pacific Western University, Los Angeles.
He started his career in the banking industry with Hong Kong Bank Limited (now known as HSBC Bank Malaysia
Berhad) for 10 years and was a Banking Manager of Bumiputra Merchant Bankers Berhad for 4 years before leaving
in 1978 to start his own business. He was a former Deputy President of the Malay Chamber of Commerce and Industry
of Malaysia as well as the former Vice President of the National Chamber of Commerce and Industry of Malaysia for
3 years. His previous and present appointments have provided him with vast experience in banking, manufacturing
and management.
Major General (R) Datuk Dr. Nordin bin Yusof

Executive and Non-Independent Director
Malaysian, aged 66
Major General (R) Datuk Dr. Nordin bin Yusof was appointed to the Board of MMHB on 27 May 2000. He is the
Chairman of the Options Committee and was appointed as the member of Audit Committee on 21 July 2006. He holds
a doctorate in Management/Defence Studies from Saint Regis University, Washington DC, United States.
He served 34 years in the Malaysian Armed Forces and retired as a Major General in 1995. His last appointment
was Chief of Personnel at the Ministry of Defence in charge of Human Resource Development such as recruitment,
promotion and posting of military personnel. During his career, he attended many professional courses locally in
Malaysia as well as overseas in the United States, United Kingdom, Australia, New Zealand and India.
In addition to sitting on the Board of Directors of few private limited companies, he has been the Executive Director of
MTSB and Memory Media Sdn. Bhd. since 1997. He is also appointed as President Director of PTMJ in Jakarta. He
has written three books, Honour and Sacrifice, Space Warfare and Little Sandhurst.
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Profile Of The Board Of Directors ( cont’d)
Yeo Wee Siong

Singaporean, aged 36
Yeo Wee Siong was appointed to the Board of MMHB on 27 May 2000. He is the Chairman of the Remuneration
Committee and is a member of the Risk Management Committee of MMHB. He graduated from University of
Wisconsin, United States of America with a Bachelors degree in Finance and Management.
He founded his own company, MJC to supply and manufacture floppy diskettes. He is also a co-founder of the MMHB
Group and has contributed to the growth of the MMHB Group over the years. He is an Executive Director of MJC and
also an Executive Director of MTSB since 1994.
Alice Kuek Ai-Lee

Singaporean, aged 46
Alice Kuek Ai-Lee was appointed to the Board of MMHB on 29 August 2006. She is also the Chairman of the Risk
Management Committee of MMHB. Ms. Kuek is the Chief Executive Officer of MJC (S) Pte. Ltd., a wholly owned
subsidiary of Megan Media Holdings Berhad. She joined the Group in December 2000. She is responsible for
overseeing our Singapore subsidiary’s entire operations. Ms. Kuek started her career in 1985 as a financial analyst
with an investment advisory firm in San Rafael, California (USA) advising its clients on financial and estate planning.
Upon returning to Singapore in 1987, she joined DBS Securities Pte. Ltd. as an investment analyst and subsequently,
she moved on to become a fund manager with an Indonesian conglomerate, managing the group’s discretionary
funds. In 1990, she became Executive Director of an investment company, providing corporate and financial advisory
services to its shareholders. Ms. Kuek holds a Bachelor of Science degree, majoring in Finance and International
Business from the University of Texas, Austin (USA) and a Masters of Business Administration in Finance from San
Francisco State University (USA) which she obtained in 1983 and 1985 respectively.
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Profile Of The Board Of Directors ( cont’d)
YB Datuk Rosli bin Mat Hassan

Non-Executive and Independent Director
Malaysian, aged 50
YB Datuk Rosli bin Mat Hassan was appointed to the Board of MMHB on 27 May 2000. He holds the position of
Chairman in the Nomination Committee and he is also a member in the Remuneration Committee and Audit
Committee in MMHB. He is also the Senior Independent Non-Executive Director. He holds a Bachelor’s Degree in
Applied Science from University Technology Mara. He was also awarded the Honorary Fellow of Institute of Foresters’
Malaysia, Certificate Doctorate BA from Oxford Association of Management United Kingdom and Honorary Doctorate
Degree from Shibaura Institute of Technology, Japan.
He has served the Malaysian Government in various positions for more than 4 years before leaving to start up his own
business in 1982. He held a number of managerial positions in the Malay Chamber of Commerce and Consortium
of Malay Contractors. He was appointed by the Yang Di-Pertuan Agong to serve for two terms as a Senator of the
Malaysian Parliament. Being the Head of UMNO Dungun Division, he successfully won the Dungun Parliamentary
seat in the last General Election. He is currently Chairman of Mara Education Foundation.
Redzuan bin Abdul Rahman

Non-Executive and Independent Director
Malaysian, aged 34
Redzuan bin Abdul Rahman was appointed to the Board of MMHB on 18 August 2001. He was appointed the
Chairman of the Audit Committee on 21 July 2006. He is also the member of Remuneration Committee and Nomination
Committee of MMHB. He graduated from Universiti Utara Malaysia with a Bachelor degree in Accountancy. Redzuan
also holds a Master degree in Business Administration (majoring in Finance) from Universiti Pertanian Malaysia. He is
a member of Malaysia Institute of Accountants and is a Chartered Accountant in Malaysia.
Redzuan was attached to KPMG as an auditor before venturing into business. He also holds directorships in several
private limited companies.
Notes:
1. Save as disclosed above, none of the Directors have:
a. any family relationship with any Directors and/or substantial shareholders of the Company; and
b. any conflict of interest with the Company.
2. None of the Directors have any conviction for offences within the past 10 years.
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Chairman’s Statement
Dear Fellow Shareholders

and Stakeholders,
On behalf of the Board of Directors, I am pleased to present Megan Media Holdings
Berhad’s (“MMHB” or the “Group”) Annual Report and Audited Financial Statements for
the year ended 30 April 2006.
In spite of the unpredictable changes in global economic environment, 2006 has been
another year of vital achievement for the Group as we achieved the RM1 billion revenue
mark. We are increasingly aware of the opportunities that are becoming available to us and
the challenges that stand in our way. In our effort to stand out from the competition, MMHB
continues to drive differentiation through the creation of more value-added products.
Chairman’s Statement ( cont’d)
ANALYSIS OF GROUP’S FINANCIAL PERFORMANCE

For the year ended 30 April 2006, the Group recorded a revenue of RM1,035 million, which was 14% higher than
the last financial year’s revenue of RM905 million. Correspondingly, Earnings Before Interest, Tax, Depreciation
and Ammortization (“EBITDA”) and Profit Before Tax have increased from RM210 million to RM250 million and
RM69 million to RM87 million respectively. EBITDA margin has improved from 23% in FYE 2005 to 24% in
FYE 2006. The commendable results were achieved on back of higher DVD-R manufacturing capacity as well as higher
contribution from its optical media sales as compared to magnetic media sales for the current financial year.
During the year, the blank media storage industry experienced a tough operating environment. The average selling
price of DVD-R dropped faster than expected. The lower average selling price coupled with the higher than anticipated
increased in polycarbonate costs which was driven by the sharp increase in oil price negatively affected the results
of most major players in this industry. Despite the challenging operating environment, the Group reported positive
results as it managed to replace previously outsourced sales with its added capacity and enjoyed some benefits from
economies of scale.
SIGNIFICANT MILESTONES EVENTS

The significant events during the financial year are:-
1. Memory Tech Sdn. Bhd. (“MTSB”), a wholly owned subsidiary of MMHB has in October 2005 successfully issued
RM320 million Bai’ Bithaman Ajil Debt Securities (“BaIDS”). The proceeds from the BaIDS were utilised mainly to
refinance the existing bank borrowings of the MTSB and MMHB Group. Rating Agency Malaysia has assigned a
long term rating of A2 to the BaIDS.
2. In line with the Group’s refinancing plan, MMHB has completed the refinancing of USD63 million Syndicated Term
Loan facility in November 2005.
3. On 6 January 2006, MTSB has acquired a piece of freehold land together with a three storey office block cum
single storey factory of an adjoining lot to its existing factory building in Subang Jaya Industrial Estate. The factory
building is currently used as a warehouse and this location will be intended for the expansion of new high-end
optical media products such as HD-DVD and Blu-Ray.
CORPORATE GOVERNANCE AND RISK MANAGEMENT

The MMHB Board has always been mindful of maintaining good Corporate Governance and initiated several
measures to mitigate risks and enhance governance. The ongoing process in implementing sound internal audit,
control and risk management practices will be maintained.
CAPITAL EXPENDITURE AND DIVIDEND

This financial year has been a year for reinvestment for the Group. MMHB has reinvested a significant amount of
its accumulated profits amounting to approximately RM200 million to expand its product base into new high-end
optical media products, being HD-DVD and Blu-Ray products. This investment is anticipated to provide MMHB with
substantial revenue growth and enhancement of its returns, in the future. We are confident that these new products
will achieve the desired financial impetus for the Group. As a result of the investment, and given the prudent financial
policy of the Group, the Board of Directors has decided not to propose any dividend for the financial year ended
30 April 2006.
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Chairman’s Statement ( cont’d)
INDUSTRY TRENDS AND DEVELOPMENT

The global optical media storage is now on a steady path to recovery, driven by consolidation of capacity, continued
growth in demand and signs of softening of prices for key inputs. Expansion in capacity is controlled and done in a
modest mode.
Global demand for CD-R and DVD-R is estimated to be around 10.3 billion units and 5.5 billion units respectively
in 2006 (according to Understanding and Solution (“U&S”), UK). We believe optical media storage will remain as the
key storage medium.
The softening of prices on polycarbonate is expected to improve margins. Current improving industry conditions and
recovery should contribute positively to the future earnings of the Group.
The emergence of next generation optical formats mainly HD-DVD and Blu-Ray became available commercially
at the beginning of the second half of 2006. U&S expects there will be demand for both the new formats,
growing from 0.9 million units in 2006 to 7.6 million units in 2007.
PROSPECTS OF THE GROUP

On the back of a strong fourth quarter and as part of its long term strategy, the Group continues to evaluate various
opportunities to improve its margins further and is actively considering expanding its product range to include
HD-DVD and Blu-Ray technologies. MMHB will remain vigilant in developing effective and competitive strategies to
further strengthen its business activities.
We are committed to grow from strength to strength and achieve greater success. Barring unforeseen circumstances,
the Board expects the Group to achieve better results for the financial year ending 30 April 2007.
CHANGES IN THE BOARD

The MMHB Board would like to express heartiest gratitude to Mohammed Rashdan bin Mohd Yusof for his contribution
to the Group. Rashdan served us as Non Executive and Non-Independent Director faithfully for past years and we are
deeply grateful for his contribution to the Group. He resigned from the Board on 20 July 2006.
The MMHB Board would like to welcome Ms. Alice Kuek Ai-Lee who joined the Board as Executive Director with effect
from 29 August 2006. MMHB is confident that the group will benefit well from Ms. Alice’s leadership and contribution.
ACKNOWLEDGEMENT
On behalf of the Board of Directors, I would like to thank our valued customers, business partners, suppliers, bankers,
advisors, relevant authorities and shareholders for their continuous support.
I would also like to take this opportunity to express my deepest appreciation and gratitude to my fellow Board
members, the Management and staff for their effort and enthusiasm to serve the Group. We at MMHB are committed
to expanding and enhancing our business with the aim of delivering better returns to all our stakeholders.
Best Regards,
DATO’ DR. MOHD ADAM BIN CHE HARUN

Executive Chairman/Chief Executive Officer
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Penyata Pengerusi
Para Pemegang Saham,

Bagi pihak Lembaga Pengarah, dengan sukacitanya saya membentangkan
Laporan Tahunan dan Penyata Kewangan untuk Megan Media Holdings
Berhad (“MMHB” atau “Kumpulan MMHB”) yang telah diaudit bagi tahun
kewangan berakhir 30 April 2006.
Walau dengan pergolakan dan perubahan ekonomi global, tahun 2006 merupakan satu lagi tahun yang penting
kepada pencapaian MMHB dimana kami berjaya mencapai tahap pulangan hasil (revenue) RM1 bilion. Kami kini
lebih menyedari peluang yang wujud serta cabaran yang menanti kami dalam industri ini. Dalam usaha kami untuk
menyerlah dalam industri yang mencabar ini, MMHB terus maju dengan kepelbagaian hasil ciptaan produk-produk
tambah nilai.
ANALISA PRESTASI KUMPULAN

Bagi Tahun Kewangan yang berakhir pada April 2006, Kumpulan MMHB mencatatkan pulangan hasil (revenue)
sebanyak RM1,035 juta, yang mana ianya merupakan lebih 14% berbanding dengan Tahun Kewangan 2005
yang hanya mencatatkan RM905 juta. Pendapatan sebelum faedah, cukai, susutnilai dan amortasi (EBITDA) telah
meningkat dari RM210 juta kepada RM250 juta dan keuntungan sebelum cukai juga telah meningkat dari RM69 juta
kepada RM87 juta. Pencapaian EBITDA margin juga lebih selesa iaitu dari 23% kepada 24%.
Pencapaian yang cemerlang ini adalah hasil dari peningkatan kapasiti pengeluran DVD-R serta sumbangan media
optikal yang lebih tinggi berbanding dengan sumbangan media magnetik.
Pada tahun kewangaan ini, industri media optikal terpaksa mengharungi situasi operasi yang begitu mencabar. Harga
jualan purata DVD-R telah menurun secara mendadak dan harga bahan mentah polikarbonat yang melonjak tinggi
disebabkan harga minyak dipasaran dunia menigkat telah mengakibatkan efek yang negatif kepada semua peneraju
utama media ini. Namun demikian Kumpulan MMHB masih mampu mencatatkan keputusan yang positif. Ini adalah
kerana Kumpulan telah berjaya mengantikan pengantungnya kepada jualan luar (outsourcing) dengan pertambahan
kapasiti pengeluaran.
PENCAPAIAN SIGNIFIKAN
Pencapaian signifikan dalam tahun kewangan semasa ialah:-
1. Pada Oktober 2005, Memory Tech Sdn. Bhd. (“MTSB”), anak syarikat MMHB telah berjaya mengeluarkan Debt
Securities Bai’ Bithaman Ajil (“BaIDS”) sebanyak RM320 juta. Kewangan dari BaIDS telah digunakan untuk membiayai semula
pinjaman bank yang sedia ada pada Kumpulan MMHB. Rating Agency Malaysia telah mengenakan rating A2 kepada BaIDS.
2. Sejajar dengan plan pembiayaan semula Kumpulan, MMHB telah berjaya melengkapkan pembiayaan semula
fasiliti tempoh pinjaman sindiket sebanyak USD63 juta pada November 2005.
3. Pada 6hb Januari 2006, MTSB telah membeli sebidang tanah pegangan bebas berserta dengan bangunan
pejabat 3 tingkat dan bangunan kilang setingkat yang bersebelahan dengan kilang yang sedia ada di Subang
Jaya Industrial Estate. Pada ketika ini kilang tersebut digunakan sebagai gudang simpanan barang sementara
menunggu ianya siap untuk projek pembesaran pengeluaran teknologi baru seperti HD-DVD dan Blu-Ray.
TADBIR URUS KOPERAT DAN PENGURUSAN RISIKO

Lembaga Pengarah MMHB sentiasa memberi keutamaan kepada tadbir urus koperat yang baik lantas Lembaga
Pengarah telah mengemukakan beberapa langkah untuk menangani risiko dan memperhebatkan tadbir urus. Proses
perlaksanaan amalan kawalan audit dalaman serta kawalan risiko yang betul akan terus dikekalkan.
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Penyata Pengerusi ( sambungan)
PEMBIAYAAN KAPITAL DAN DIVIDEN Kumpulan MMHB akan terus berusaha untuk mencapai
Tahun Kewangan ini merupakan tahun pelaburan semula keputusan yang lebih cemerlang. Seandainya semua
untuk Kumpulan. MMHB telah melabur semula sejumlah berjalan lancar, Lembaga Pengarah berharap Kumpulan
wang yang signifikan dari akumulasi keuntungannya iaitu MMHB akan mencapai keputusan yang lebih baik pada
hampir RM200 juta untuk perkembangan produk media tahun kewangan yang seterusnya iaitu pada 30 April 2007.
optikal berteknologi baru khususnya dalam produk HD-DVD
dan Blu-Ray. Pelaburan ini dijangka akan memberi PERUBAHAN DALAM PENGARAH
pulangan keuntungan yang substantial di masa Lembaga Pengarah MMHB ingin mengucapkan ribuan
hadapan. Kami yakin bahawasanya produk-produk terima kasih dan penghargaan kepada En. Mohammed
baru ini akan mencapai keuntungan yang dikehendaki Rashdan bin Mohd Yusof diatas segala sumbangan
oleh Kumpulan. Maka disebabkan oleh pelaburan beliau kepada Kumpulan selaku pengarah. Beliau
dan juga polisi kewangan yang bijak oleh Kumpulan, meletakkan jawatan sebagai pengarah MMHB pada
Lembaga Pengarah telah mengambil keputusan untuk 20 Julai 2006.
tidak mencadangkan pemberian dividen untuk Tahun
Kewangan yang berakhir 30 April 2006. Lembaga Pengarah MMHB mengalu-alukan
kedatangan Cik Alice Kuek Ai-Lee yang menyertai
TREN INDUSTRI DAN PERKEMBANGAN Lembaga Pengarah MMHB sebagai Pengarah
Pasaran global untuk media storan semakin pulih akibat Ekesekutif berkuatkuasa dari 29 Ogos 2006. MMHB
dari pantauan konsolidati kapasiti, permintaaan yang yakin Cik Alice mampu memberi sumbangan serta
terus meningkat serta penyesuaian harga yang lebih kepimpinan yang baik kepada perkembangan MMHB.
afdal untuk input utama. Manakala perkembagan kapasiti
dijalankan secara terkawal dan sederhana. PENGHARGAAN
Bagi pihak Lembaga Pengarah, saya ingin mengucapkan
Merujuk kepada Understanding and Solution (“U&S”), ribuan terima kasih kepada para pelanggan, rakan
UK, permintaan global untuk CD-R dianggar sebanyak perniagaan, pihak bank, penasihat dan pihak-pihak
10.3 billion manakala permintaan untuk DVD-R dianggar berkaitan serta pemegang-pemegang saham atas
sebanyak 5.5 billion. Kami percaya media storage optikal sokongan mereka yang berterusan.
akan terus menjadi medium storage yang penting.
Saya juga ingin mengambil kesempatan ini untuk
Penurunan semula harga policarbonat dijangka akan mengunjurkan penghargaan saya kepada ahli-ahli
meningkatkan margin pendapatan. Situasi semasa Lembaga Pengarah, pihak pengurusan dan semua
pemulihan industri ini dianggap akan menjadi sandung kakitangan atas dedikasi, usaha dan kesungguhan
yang positf untuk perolehan kumpulan yang akan mereka berkerja di dalam kumpulan MMHB. Kami di
datang. MMHB bertanggungjawab menumpukan sepenuh
perhatian bagi memperkembangkan lagi perniagaan ini
Penemuan format optikal generasi baru khususnya dengan matlamat untuk memberi pulangan yang lebih
HD-DVD dan Blu-Ray yang telah boleh diperolehi secara baik kepada para pemegang saham.
komersial mulai suku kedua 2006. U&S menjangka
akan terdapat permintaan untuk kedua-dua format
iaitu menigkat dari 0.9 million unit pada 2006 kepada Yang benar,
7.6 million di 2007.
PROSPEK KUMPULAN
Berbekalkan keuntungan suku ke-empat dan juga sebagai
salah satu strategi, Kumpulan akan terus meneroka DATO’ DR MOHD ADAM BIN CHE HARUN
pelbagai kesempatan untuk meningkatkan margin serta Pengerusi Eksekutif/Ketua Pegawai Eksekutif
akan terus secara aktif melibatkan diri untuk ekpensi
produk teknologi baru seperti HD-DVD dan Blu-Ray.
MMHB akan terus memantau akan perkembangannya

dengan melibatkan diri secara efektif dan kompetatif
untuk terus memperkuatkan aktiviti perniagaannya.
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Statement Of Corporate Governance
INTRODUCTION
The Board of Directors of Megan Media Holdings Berhad (“MMHB”) is fully aware of the importance of maintaining
high standards of corporate governance within the Megan Group. The Board is thus fully committed to implementing
the principles and best practices in Corporate Governance as set out in Parts 1 and 2 of the Malaysian Code of
Corporate Governance (“the Code”) respectively.
The Board is pleased to provide the following statement, which outlines the principles and best practices that were
implemented throughout the financial year, unless otherwise stated.
PRINCIPLES STATEMENT
The following statement sets out how the Company has applied the principles in Part 1 of the Code. The principles
are dealt with under the following headings: Directors, Directors’ Remuneration, Shareholders and Accountability and
Audit.
A. DIRECTORS
Board Of Directors
The Group recognises the importance of the role played by the Board of Directors in the stewardship function
for the shareholders in directing the operations of the Group and enhancing the long-term shareholder value.
In order to fulfil this role, the Directors must equip themselves with the necessary skills and knowledge. All
Directors of Megan Group have attended the Mandatory Accreditation Programme conducted by the Research
Institute of Investment Analysis Malaysia to enhance their skills.
The Board has the overall responsibility to oversee its business affairs, which includes the overall Group
strategy and direction, approval of major capital expenditure, reviews of financial and operating performance,
and review of the adequacy and integrity of internal control system.
The Board ordinarily meets at least four (4) times a year at quarterly intervals with additional meetings convened
if necessary. Before the meeting commences, the agenda for all Board meetings and relevant documents, if
applicable, are circulated in advance to ensure that the Directors are able to make the necessary preparation
and, to ensure that the meetings are carried out effectively. During the year ended 30 April 2006, the Board
has met on four (4) occasions to review the Company’s and the Group’s financial and operating performance
and other strategic issues. All proceedings from the Board meetings are minuted and signed by the Chairman
of the meeting.
Details Of Attendance At Board Meetings

There were four (4) Board meetings held during the financial year ended 30 April 2006 and the attendance of
these meetings are as follows:-
Name Of Director No. Of Meetings Attended

Dato’ Dr. Mohd Adam bin Che Harun 4/4
Major General (R) Datuk Nordin bin Yusof 4/4
Yeo Wee Siong 4/4
YB Datuk Rosli bin Mat Hassan 4/4
Redzuan bin Abdul Rahman 4/4
Mohammed Rashdan bin Mohd. Yusof (Resigned on 20 July 2006) 3/4
Alice Kuek Ai-Lee (Appointed on 29 August 2006) NA*
* Not applicable
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Statement Of Corporate Governance ( cont’d)
Details Of The Board Of Directors’ Meetings

Board meetings held during the financial year ended 30 April 2006 are as listed below. All meetings were
held at the Boardroom, No. 4 Jalan SS 13/5, Subang Jaya Industrial Estate, 47500 Petaling Jaya, Selangor
Darul Ehsan.
Date : 28 June 2005
Date : 27 September 2005
Date : 29 December 2005
Date : 29 March 2006
Board Balance
The Board currently has six (6) members, comprising four (4) Executive Directors and two (2) Non-Executive
Independent Directors. This complies with paragraph 15.02 of the Bursa Malaysia Securities Berhad’s (“BMSB”)
Listing Requirements, which requires that at least two (2) Directors or one-third (1/3) of the Board of the Company,
whichever is the higher, are independent Directors. YB Datuk Rosli bin Mat Hassan has been identified as the
Senior Independent Non-Executive Director to whom concerns maybe conveyed.
In accordance with the Company’s Articles of Associations, all Directors are required to retire from office once
at least in each three (3) years but shall be eligible for re-election by the shareholders at the Company’s
Annual General Meeting.
The Directors, with their different background and specialisations, collectively bring with them a wide range of
experience and expertise in various areas such as finance, corporate affairs, operations and marketing. A
brief profile of each Director is presented on pages 16 to 18 of this annual report. To further enhance
competency, all Directors have access to the advice and services of the Company Secretary and independent
professionals, at the Company’s expense, if they require.
Board Committees
To assist the Board in executing its responsibilities, the Board has established the following Committees with
written terms of reference and operating procedures. These Committees will report to the Board the outcomes
of the Committee meeting.
1) Audit Committee
The primary objective of the Audit Committee (formed on 17 August 2000) is to assist the Board in the
auditing of all aspects of the Group’s operations. The Audit Committee comprises of three (3) Directors, of
whom two (2) are Independent Non-Executive Directors. This is in compliance with the BMSB Listing
Requirements and the Code.
Chairman : Redzuan bin Abdul Rahman (Appointed on 21 July 2006)

Members : Major General (R) Datuk Dr. Nordin bin Yusof (Appointed on 21 July 2006)
YB Datuk Rosli bin Mat Hassan (Appointed on 21 July 2006)
On 21 July 2006, Redzuan bin Abdul Rahman was appointed the Chairman of the Audit Committee and
YB Datuk Rosli bin Mat Hassan became a member.
The terms of reference and the report of the Audit Committee are as set out on pages 32 to 35.
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2) Options Committee
The Options Committee was formed on 19 December 2001 to administer the Company’s Employees’ Share
Options Scheme (“ESOS”). The Committee will determine the eligibility of employees to the ESOS and
the share entitlement of each employee, and attend to matters relating to the running of the ESOS. The
Committee consists of the following:-
Chairman : Major General (R) Datuk Dr. Nordin bin Yusof

Members : Kok Hen Sen @ Kok Liew Sen
Chong Jiun Shyang
3) Nomination Committee
The Company has formed the Nomination Committee on 19 March 2002. The Nomination Committee
consists of the following:-
Chairman : YB Datuk Rosli bin Mat Hassan

Member : Redzuan bin Abdul Rahman

The role and function of the Nomination Committee shall be governed by its terms of reference. The
Committee is responsible for bringing recommendations to the Board as to the appointment of new
Directors, assist the Board to review annually the Board required mix of skills and experience, and
implement annually a process for assessing the effectiveness of the Board as a whole, the committee
members of the Board and for assessing the contribution of each individual Director.
4) Risk Management Committee

The Company has formed the Risk Management Committee on 15 July 2002. The Committee consists of the
following:-
Chairman : Alice Kuek Ai-Lee

Members : Yeo Wee Siong
Chong Jiun Shyang
Teo Tiong Beng
Fong Ah Choy
The role and function of the Risk Management Committee shall be governed by its terms of reference.
The principal responsibilities of the Committee are; formulating a high-level risk strategy (policy) aligned
with MMHB’s strategic business objectives; identify and communicate to the Board the critical risk the
Group faces and management action plans to manage the risks; perform risk oversight and review risk
profiles; and provide guidance to the business units on the Group’s and business unit’s risk appetite and
capacity, which, when exceeded, need to be reported to the Board.
5) Remuneration Committee
The Company has formed the Remuneration Committee on 19 March 2002. The Remuneration Committee
consists of the following:-
Chairman : Yeo Wee Siong (Executive Director)

Members : YB Datuk Rosli bin Mat Hassan (Independent Non-Executive Director)
Redzuan bin Abdul Rahman (Independent Non-Executive Director)
The role and function of the Remuneration Committee shall be governed by its terms of reference. The
Committee is responsible for formulating the level of remuneration sufficient to retain and attract directors,
establishing a formal and transparent procedure for developing policy on Executive Directors’ remuneration
to ensure that their remuneration is linked to performance and for fixing the remuneration packages of the
individual Directors.
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B. DIRECTORS’ REMUNERATION
The Directors’ fees and salaries take into consideration the responsibilities, experiences, contributions and
performance of each individual Director. Directors’ fees payable to Directors is determined by the Board with
the approval from shareholders at the AGM. The Company also contributes to the Employees Provident Fund
for Executive Directors.
The details of Directors’ remuneration for the year ended 30 April 2006 are as follows:-
Executive Non-Executive
Directors Directors Total
Fees (RM) 86,000 166,800 252,800
Salaries and other emoluments (RM) 1,046,286 - 1,046,286
Total (RM) 1,132,286 166,800 1,299,086
The number of Directors, whose remuneration falls within the following bands, is as follows:-
Range Executive Non-Executive

0 to RM50,000 - -
RM50,001 to RM100,000 - 3
RM100,001 to RM150,000 1 -
RM150,001 to RM200,000 - -
RM200,001 to RM250,000 - -
Above RM250,000 2 -
The details of remuneration of each Director are not disclosed on account of its sensitivity.
C. SHAREHOLDERS
The Board recognises the importance of communicating with shareholders and investors and does this through
the quarterly announcement, annual reports, and circular to shareholders (these can be accessed through the
BMSB website at www.bursamalaysia.com) and Annual General Meeting (AGM). Besides this, information on
the Company’s products and other general information of the Company are also communicated to the shareholders
and investors via the Company website at www.meganmedia.com.my. Furthermore, the shareholders and investors are
also allowed to forward any queries they may have pertaining to the Company via the Company’s e-mail address at
macythong@meganmedia.com.my. It is in the interest of the Board to maintain an active dialogue with its
shareholders with the intention of giving shareholders as clear and complete picture of the Company’s performance
and position as possible.
Through the dialogue with its shareholders (both private and institutional) at the AGM, the Board will be
able to obtain and gather the views of the shareholders, and to answer questions on all issues relevant to
the Company. It has been the Company’s practice to send the Notice of the AGM and any related documents
to shareholders at least twenty one (21) days before the meeting. At the AGM, the shareholders are
encouraged to ask questions both about the resolutions proposed, and on the Group’s operations in general.
This will give opportunities to the existing shareholders to gain a better understanding on the Company’s
operations and performance.
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D. ACCOUNTABILITY AND AUDIT
Financial Reporting
In presenting the financial statements, the Company has used appropriate accounting policies, consistently
applied and supported by reasonable judgement and estimates.
The quarterly financial results were reviewed by the Audit Committee and approved by the Board of Directors
before its release to the BMSB.
Statement Of Directors’ Responsibility For Preparing The Financial Statements

The Board aims to provide and present a balanced and meaningful assessment of the Group’s
financial performance and prospects, primarily through the quarterly and half yearly announcement
of results to shareholders, annual financial statements, as well as the Chairman’s statement and
review of operations in the annual report. The Board is assisted by the Audit Committee to oversee
the Group’s financial reporting processes and the quality of its financial reporting to ensure that they
present a balanced and comprehensive assessment of the financial position and prospects of the Group.
The Board is also aware of their responsibility for ensuring that the financial statements of the Group give a
true and fair view of the state of affairs of the Group and of the Company as at the end of the accounting
year and of the results of their operations and cash flows for the year then ended. In preparing the financial
statements, the Directors have ensured that applicable approved accounting standards in Malaysia and the
provisions of the Companies Act, 1965 have been applied. The Directors have selected and applied
consistently suitable accounting policies and made reasonable and prudent judgements and estimates.
Internal Control
The Board recognised the importance of maintaining a sound internal control system to safeguard the
shareholders’ investment and Group’s assets. The internal control system of the Group is designed to provide
reasonable but not absolute assurance against the risk of material errors, fraud or losses occurring. The
Statement on Internal Control furnished on pages 30 to 31 of this annual report provides an overview of the state
of internal controls within the Group.
Relationship With The Auditors

The Board and the Audit Committee have also maintained a good relationship with the external auditors. The
key features underlying the relationship of the Audit Committee with the external auditors are included in the
Audit Committee’s terms of reference as detailed on pages 32 to 35 of this annual report.
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Additional Compliance Information
UTILISATION OF PROCEEDS
During the year, Memory Tech Sdn. Bhd., a wholly owned subsidiary of the Company, issued RM320 million Bai’
Bithaman Ajil Serial Bonds (“BaIDS”). The gross proceeds from the BaIDS were utilised in accordance with the conditions
set out in the letter of approval from Securities Commission dated 25 September 2005. The proceeds were used to
repay amount due to the Company (RM150.1 million), to refinance trade facilities (RM56.7 million), to refinance bank
borrowings (RM63.7 million), to refinance hire purchase facilities (RM21.7 million), to finance acquisition of a factory lot
(RM12.0 million) and for working capital (RM7.8 million). As at the date of this report, RM7.1 million out of
RM8.0 million allocated for the factory renovation is not utilised.
SHARE BUYBACK
During the financial year, the Company repurchased in the open market a total of 1,004,000 of its issued ordinary
shares. The average repurchase price was RM0.89 per ordinary share. Details of the Company’s Share Buy Back
exercises for the financial year ended 30 April 2006 are set out on page 83 of this Annual Report.
The total shares repurchased are being held as treasury shares and carried at cost in accordance with the requirement
of Section 67A of the Companies Act, 1965. None of the treasury shares has been resold, cancelled or distributed as
share dividends during the financial year.
OPTION, WARRANTS AND CONVERTIBLE SECURITIES

During the financial year, there were no option granted or exercised under the Employees’ Share Options Scheme,
and the balance option unexercised under the Scheme are disclosed on pages 39 to 40.
No warrants or convertible securities were issued by the Company during the financial year.
AMERICAN DEPOSITORY RECEIPT (“ADR”)/GLOBAL DEPOSITORY RECEIPT (“GDR”)

During the financial year, the Company did not sponsor any ADR or GDR programme.
SANCTIONS AND/OR PENALTIES

There were no sanctions and/ or penalties imposed on the Company and its subsidiaries, Directors or
management by the relevant regulatory bodies during the financial year.
NON-AUDIT FEE
The total amount of non-audit fee payable to the external auditors by the Company for the year ended 30 April 2006
amounted to RM10,000.
VARIANCE FROM UNAUDITED RESULTS ANNOUNCED

During the financial year, there were no significant variances noted between the reported results and the unaudited
results announced.
PROFIT GUARANTEE
During the financial year, there were no profit guarantees given by the Company.
MATERIAL CONTRACTS
There were no material contracts entered into by the Company and its subsidiaries involving the Directors and
substantial shareholders, either still subsisting at the end of the financial year ended 30 April 2006 or entered into
since the end of the previous financial year.
REVALUATION OF LANDED PROPERTY

During the financial year, no revaluation has been carried out on the landed property.
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Statement On Internal Control
INTRODUCTION
The Malaysian Code on Corporate Governance (“Code”) requires listed companies to maintain a sound system of
internal control to safeguard shareholders’ investments and the Group’s assets. Paragraph 15.27 (b) of the Bursa
Malaysia Securities Berhad’s (“BMSB”) Listing Requirements has a requirement for the Board to include a statement in
its Annual Report on the state of internal control in the Company as a group. The BMSB’s Statement of Internal Control:
Guidance for Directors of Public Listed Companies provides guidance for compliance with these requirements. The
Board of Directors of Megan Media Holdings Berhad is pleased to report the Group’s Internal Control Statement,
which outlines the nature and scope of internal control of the Group during the year.
RESPONSIBILITY OF THE BOARD OF DIRECTORS

The Board is aware of the importance of maintaining a sound internal control system in the Company and its subsidiaries
to achieve the corporate objective within an acceptable risk environment. The Board assumes its overall responsibility
for the Group’s systems of internal control and risk management, and for reviewing the adequacy and integrity of
those systems. However, it should be noted that there are limitations that are inherent in any system of internal control,
and therefore, the systems are designed to manage, rather than eliminate, the risk of failure to achieve corporate
objectives. Therefore, it can only provide reasonable but not absolute assurance against material misstatement or loss
as certain risks may be unforeseen and beyond the control of the Group.
The Board is assisted by the internal audit function in reviewing the effectiveness of the controls system in the Company
and its subsidiaries. Results of such reviews are reported to the Audit Committee. The Audit Committee hold meetings
quarterly to deliberate on findings and recommendations for improvement by both the internal and external auditors
on the state of the internal control system, and reports back to the Board.
During the financial year, the Internal Audit Department, besides carrying out audit on compliance to the company’s
standard operating procedures on its subsidiaries in Malaysia and overseas, has also carried out operational audits
on the various operations of its subsidiaries in overseas. Besides that, review of the standard operating procedures
of overseas associate has also been carried out as part of the process of standardising the standard operating
procedures for the subsidiaries and associate of the Group.
RISK MANAGEMENT FRAMEWORK

In the area of risk management, the Risk Management Committee (RMC) is responsible for identifying and
communicating to the Board via the Audit Committee the critical risks (present and potential) the Group faces, their
changes, and the management action plans to manage the risks, and the progress of those action plans taken.
The Group risk management approach could be summarised as follows:-

a. Identification of specific risks in the business processes
b. Registering the risk in the Risk Register
c. Identify the causes and the consequences of the risks
d. Risk evaluation and prioritisation
e. Risk management and treatment
f. Risk monitoring and review
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Statement Of Internal Control ( cont’d)
OTHER KEY ELEMENTS OF INTERNAL CONTROLS

Apart from the above, other key elements that form the Group’s internal control system are as described below:-
• defined duties and responsibilities, and authority of each employee via the organisation charts, appointment
letters and procedures;
• documented procedures to be adhered by employees in carrying out their duties. These procedures have
been circulated to the relevant departments. The procedures are also available at the Company’s intranet
site and thus constituted a standard operating procedure (SOP) of the Company. The procedures are
being updated as and when needed due to changes to the by laws or circumstances. All changes made
will be informed by way of internal memo, or by other suitable means. The revised copy of the procedures
will also be made available at the intranet sites. The objective is to facilitate proper control in the running
of daily operations/activities. Ongoing reviews on the adequacy/ suitability of the procedures for internal
control purposes will be carried out by the internal audit function. Results of such reviews will be reported
to the Audit Committee;
• the Company’s Employees’ Handbook, which lays out the terms of employment, fringe benefits, rules and
regulations to be observed by the employees, is also available for reference by way of hardcopy;
• monitoring of activities by internal audit to check for compliance of standard operating procedures.
Non-compliance will be reported to the Audit Committee by exception on a quarterly basis;
• monitoring of financial results against budget are reviewed quarterly by the Board and the Audit Committee,
with major variances followed up and management action taken, where necessary;
• management meetings, attended by the Chief Operating Officer and all the department heads, are monthly
held, to identify and address any problems faced by the departments accordingly; and for issues that
requires Board’s decisions, it would be conveyed in due course for their attention and action.
The Board is not aware of any significant dealings or weaknesses in internal control which will result in material
loss during the current financial year. Management is however, aware of the needs to continually strengthen control
mechanisms to cater towards changes in the operating environment.
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Audit Committee Report
(1) MEMBERS OF THE AUDIT COMMITTEE

Redzuan bin Abdul Rahman - Chairman/Independent Non-Executive Director
Major General (R) Datuk Dr. Nordin bin Yusof - Member/Executive Director
YB Datuk Rosli bin Mat Hassan - Member/Independent Non-Executive Director
All members of the Committee have a working familiarity with basic finance and accounting practices and the
Chairman, Redzuan bin Abdul Rahman is a member of the Malaysian Institute of Accountants.
(2) TERMS OF REFERENCE

The terms of reference are set out below:-
[A] Composition of Audit Committee
The Committee shall be appointed by the Directors from among its members which fulfils the following
requirements:-
i) The audit committee must be composed of no fewer than 3 members.
ii) A majority of the audit committee must be independent directors.
iii) No alternate director is appointed as member of the audit committee; and
iv) At least one member of the audit committee:-
(i) must be a member of the Malaysian Institute of Accountants; or
(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’
working experience and:-
(a) he must have passed the examinations specified in Part I of the 1st Schedule of the
Accountants Act 1967; or
(b) he must be a member of one of the association of accountants specified in Part II of the
1st Schedule of the Accountants Act 1967.
v) In the event that a member of an audit committee resigns, dies or for any other reason ceases to
be a member with the result that the number of members is reduced below three (3), the Board of
Directors shall, within three (3) months of that event, appoint such number of new member as may
be required to make up the minimum of three (3) members.
vi) The term of office and performance of an audit committee and each of its members will be
reviewed by the Board of Directors at least once every three (3) years to determine whether such
audit committee and members have carried out their duties in accordance with their terms of reference.
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Audit Committee Report ( cont’d)
[B] Meetings Procedure
(i) Meetings
The Committee shall meet at least four (4) times a year.
The Chairman shall convene a meeting of Committee if requested to do so by any member, the
management or the internal or external auditors to consider any matter within the scope and
responsibilities of the Committee.
(ii) Attendance of meetings

The Group Manager and/or Head of Finance will normally be invited to attend all meetings of the
Committee. The external auditors will be invited to attend when appropriate. Other employees and
Directors of the Company may attend the audit committee meeting only at the Committee’s
invitation, specific to the relevant meeting. However, the Committee may invite any person to be
in attendance to assist in its deliberation.
(iii) Chairman
The members of the Committee shall elect Chairman from among their number who shall be an
independent, non-executive Director. If the Chairman is unable to attend any meeting, any other
independent, non-executive Director present shall act as Chairman.
(iv) Notice
Unless with agreement of all members, prior written notice of all meeting shall be sent at least
seven (7) days before the meeting specifying the time and place of the meeting and indicating
all matters to be considered thereat, including (where relevant) copies of documents relating
thereto. Any matter not indicated in such prior notice may be discussed and/or decided at
meetings if all members waive the period of notice.
(v) Quorum of an audit committee

The quorum for any meeting shall be two (2) members and the majority of members present must
be independent Directors.
(vi) Voting
All resolutions of the Committee shall be adopted by a simple majority vote, each member having
one vote. In case of equality in votes, the Chairman shall have a second or casting vote.
(vii) Secretary to Audit Committee and Minutes

The Company Secretary shall be secretary of the Committee and the minutes shall be
circulated to all members of the Board.
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[C] Rights of the Audit Committee
The Audit Committee shall, in accordance with a procedure to be determined by the Board of Directors and
at the cost of the Company:-
(i) have authority to investigate any matter within its terms of reference;
(ii) have the resources which are required to perform its duties;
(iii) have full and unrestricted access to any information pertaining to the Company;
(iv) have direct communication channels with the external auditors and person(s) carrying out the internal
audit function or activity (if any);
(v) be able to obtain independent professional or other advice; and
(vi) be able to convene meetings with the external auditors, excluding the attendance of the executive
members of the committee, whenever deemed necessary.
[D] Duties and Responsibilities
The duties and responsibilities of the Committee shall be:-
(1) review the following and report the same to the Board of Directors of the Company:-
(i) with the external auditor, the audit plan;

(ii) with the external auditor, his evaluation of the system of internal controls;
(iii) with the external auditor, his audit report;
(iv) the assistance given by the employees of the Company to the external auditor;
(v) the adequacy of the scope, functions and resources of the internal audit functions and that it has
the necessary authority to carry out its work;
(vi) the internal audit programme, processes, the results of the internal audit programme, processes
or investigation undertaken and whether or not appropriate action is taken on the recommendation
of the internal audit function;
(vii) the quarterly results and year end financial statements, prior to the approval by the Board of
Directors, focusing particularly on:-
(a) changes in or implementation of major accounting policy changes;
(b) significant and unusual events; and
(c) compliance with accounting standards and other legal requirements;
(viii) any related party transactions and conflict of interest situation that may arise within the Company
or group including any transaction, procedure or course of conduct that raises questions of
management integrity;
(ix) any letter of resignation from the external auditors of the Company; and
(x) whether there is reason (supported by grounds) to believe that the Company’s external auditor
is not suitable for reappointment and
(2) recommend the nomination of person or persons as external auditors.
(3) consider and review other topics as defined by the Board of Directors.
[E] Reporting of Breaches to the Exchange
Where an Audit Committee is of the view that a matter reported by it to the Board of Directors of the
Company has not been satisfactorily resolved, resulting in a breach of the Listing Requirements of the Bursa
Malaysia Securities Berhad, the Audit Committee must promptly report such matter to the Bursa Malaysia
Securities Berhad.
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(3) NUMBER OF AUDIT COMMITTEE MEETINGS HELD DURING THE FINANCIAL YEAR
Date of Meeting
Members 28 Jun 2005 27 Sept 2005 29 Dec 2005 29 Mar 2006
Redzuan bin Abdul Rahman Present Present Present Present

YB Datuk Rosli bin Mat Hassan Present Present Present Present
Dato’ Dr. Mohd Adam bin Che Harun Present Present Present Present
(Resigned on 21 July 2006)
(4) ACTIVITIES
The Audit Committee carried out its duties in accordance with its terms of reference during the year.
The main activities undertaken by the Committee were as follows:-
- Reviewed the external auditors’ scope of work and their audit plans for the Group.
- Reviewed with the external auditors on the results of the audit, their audit report and recommendations.
- Reviewed the audited financial statements of the Group before recommending them for the
Board of Directors’ approval.
- Reviewed the quarterly unaudited financial results announcements before recommending them
for the Board of Directors’ approval.
- Reviewed the internal audit departments’ programmes and plan for the financial year under review.
- Reviewed the internal audit reports, which highlighted the critical risk area and recommendations.
- Reviewed the risk management committee’s report.
(5) INTERNAL AUDIT FUNCTION

The Audit Committee is supported by an independent and adequately resourced internal audit function. The
Committee is aware of the fact that an independent and adequately resourced internal audit function is
essential to assist in obtaining the assurance it requires regarding the effectiveness of the system of internal
control.
The main role of the internal audit function is to review the effectiveness of the system of internal control and
this is performed with impartiality, proficiency and due professional care.
During the financial year, the internal audit have been carried out according to the internal audit plan which
have been approved by the Audit Committee.
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Financial
Statements
Directors’ Report 37
Statement by Directors/Statutory Declaration 43
Report of the Auditors 44
Balance Sheets 45
Income Statements 46
Consolidated Statement of Changes in Equity 47
Statement of Changes in Equity 48
Cash Flow Statements 49
Notes to the Financial Statements 51
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 APRIL 2006
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the
Company for the financial year ended 30 April 2006.
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding and provision of management consultancy services,
whilst the principal activities of the subsidiaries are as stated in Note 3 to the financial statements. There has been no
significant change in the nature of these activities during the financial year.
RESULTS
Group Company
RM’000 RM’000
Net profit for the year 60,234 8,775
RESERVES AND PROVISIONS

There were no material transfers to or from reserves and provisions during the financial year except as disclosed in
the financial statements.
DIVIDENDS
Since the end of the previous financial year, the Company paid a final dividend of 2.5% tax exempt totalling
RM5,114,000 in respect of the year ended 30 April 2005 on 22 December 2005.
The Directors do not recommend any dividend for the financial year ended 30 April 2006.
DIRECTORS OF THE COMPANY

Directors who served since the date of the last report are:

Maj. Gen. (R) Datuk Dr. Nordin bin Yusof
Yeo Wee Siong
YB Datuk Rosli bin Mat Hassan
Redzuan bin Abdul Rahman
Alice Kuek Ai-Lee (appointed on 29.8.2006)
Mohammed Rashdan bin Mohd Yusof (resigned on 20.7.2006)
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DIRECTORS’ REPORT ( CONT’D)
DIRECTORS OF THE COMPANY (cont’d)

The Directors’ interest in the ordinary shares and warrants of the Company of those who were Directors at financial
year end as recorded in the Register of Directors’ Shareholdings are as follows:
Number of ordinary shares of RM1.00 each

At At
1.5.2005 Bought Sold 30.4.2006
Direct interest:
Dato’ Dr. Mohd Adam bin Che Harun 18,196,906 - (7,702,400) 10,494,506
Maj. Gen. (R) Datuk Dr. Nordin bin Yusof 1,086,800 30,000 (31,000) 1,085,800
Yeo Wee Siong 22,764,246 - - 22,764,246
Mohammed Rashdan bin Mohd Yusof 8,128,650 - (482,000) 7,646,650
Number of warrants
At At
1.5.2005 Bought Sold 30.4.2006
Direct interest:
Dato’ Dr. Mohd Adam bin Che Harun 6,322,400 - - 6,322,400

Maj. Gen. (R) Datuk Dr. Nordin bin Yusof 372,800 - - 372,800
Yeo Wee Siong 7,917,998 - - 7,917,998
Mohammed Rashdan bin Mohd Yusof 2,884,400 - (989,000) 1,895,400
By virtue of their interests in the shares of the Company, Dato’ Dr. Mohd Adam bin Che Harun, Maj. Gen. (R) Datuk Dr.
Nordin bin Yusof, Yeo Wee Siong and Mohammed Rashdan bin Mohd Yusof are also deemed interested in the shares
of the subsidiaries during the financial year to the extent that Megan Media Holdings Berhad has an interest.
None of the other Directors holding office at 30 April 2006 had any interest in the ordinary shares and warrants of the
Company and ordinary shares of its related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive
any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by
Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation
with the Director or with a firm of which the Director is a member, or with a corporation in which the Director has a
substantial financial interest.
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DIRECTORS’ BENEFITS (cont’d)

There were no arrangements during and at the end of the financial year which had the object of enabling Directors of
the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other
body corporate other than Directors’ entitlements to subscribe for new ordinary shares in the Company under the
Employees’ Share Option Scheme (“ESOS”) as follows:
Number of options over ordinary shares

of RM1.00 each
At At
1.5.2005 Granted Exercised 30.4.2006
Dato’ Dr. Mohd Adam bin Che Harun 1,000,000 - - 1,000,000

Maj. Gen. (R) Datuk Dr. Nordin bin Yusof 300,000 - - 300,000
Yeo Wee Siong 800,000 - - 800,000
Alice Kuek Ai-Lee 400,000 - - 400,000
ISSUE OF SHARES
There were no changes in the issued and paid up capital of the Company during the financial year.
TREASURY SHARES
During the financial year, the Company purchased 1,004,000 (2005 - 848,500) of its issued shares from the open
market. The average price paid for the shares purchased was RM0.89 (2005 - RM1.37) per ordinary share. The
repurchase transactions were financed by internal funds. The repurchased shares are held as treasury shares and
carried at cost. The number of outstanding shares in issue after deducting treasury shares held at the financial year
end is 203,724,025 (2005 - 204,728,025) ordinary shares of RM1.00 each. Treasury shares have no rights to voting,
dividends and participation in other distribution.
None of the treasury shares has been resold or distributed as share dividends during the financial year.
OPTIONS GRANTED OVER UNISSUED SHARES OR WARRANTS

No options were granted to any person to take up unissued shares of the Company during the financial year apart
from share options granted pursuant to the Employees’ Share Option Scheme of the Company and warrants.
(i) Employees’ Share Option Scheme (“ESOS”)

At an Extraordinary General Meeting held on 23 October 2001, the Company’s shareholders approved the
establishment of an Employees’ Share Option Scheme (“ESOS”) of not more than 10% of the issued share capital
of the Company to eligible Directors and employees of the Group. Subsequent to that, the Company’s shareholders
had approved that the number of the Company’s shares which may be made available under the ESOS be
amended to not exceed 15% of the issued and paid-up share capital of the Company at an Extraordinary General
Meeting held on 13 October 2004.
The options offered to take up unissued ordinary shares of RM1.00 each and the option prices are as follows:
Number of options over ordinary shares (’000)

Option At At
Date of offer price 1.5.2005 Granted Exercised 30.4.2006
2.3.2002 1.60 131 - - 131

14.3.2003 1.51 5 - - 5
25.8.2004 1.18 11,203 - - 11,203
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OPTIONS GRANTED OVER UNISSUED SHARES OR WARRANTS (cont’d)
(i) Employees’ Share Option Scheme (“ESOS”) (cont’d)

The salient features of the ESOS are as follows:
(a) Eligible employees are those who have been confirmed in writing as employees of the Group.
(b) The option is personal to the grantee and is non-assignable.
(c) The option price shall be determined by the average of the middle market quotation of the Company’s ordinary
shares as shown in the daily official list issued by the Bursa Malaysia Securities Berhad (“BMSB”) for the five
trading days preceding the respective dates of the offer in writing to the grantee or at the par value of the
ordinary shares of the Company, whichever is higher.
(d) The options granted may be exercised at anytime within a period of five years from the date of offer of the
option or such shorter period as may be specifically stated in the offer.
(e) The options granted may be exercised in full or in lesser number of ordinary shares provided that the number
shall be in multiples of 1,000 shares.
The persons to whom the options have been granted have no right to participate by virtue of options in any share
issue of any other corporation.
(ii) Warrants
In August 2004, the Company had a rights issue of 71,141,400 new ordinary shares of RM1.00 each together with
71,141,400 detachable free warrants.
The warrants are in registered form and constituted by a Deed Poll and entitle the registered holder
to subscribe for one (1) new ordinary share of RM1.00 each in the Company at an exercise price of
RM1.60 per ordinary share for every warrant held. The conversion ratio is subject to the aforesaid Deed Poll and
can be exercised at any time during the five (5) years subscription expiring on 12 August 2009. The warrants
holders are not entitled to participate in any share issue of any other company.
During the financial year, none of the registered holder of 71,141,400 warrants exercised their rights and subscribed
for the equivalent number of new ordinary shares.
SIGNIFICANT EVENT DURING THE YEAR
(i) RM320 million Bai’ Bithaman Ajil Islamic Debt Securities (BaIDS)
On 29 August 2006, a notice was issued to the BaIDSholders for a Special Meeting to review and revise certain
financial covenants relating to the BaIDS. The Special Meeting is scheduled to be held on 8 September 2006,
whereby the Trustees are seeking approval from the BaIDSholders on the revised financial covenants.
To facilitate the proposed revision in financial covenants, the BaIDSholders, by way of circular resolution, agreed
to grant an exemption to the subsidiary, Memory Tech Sdn. Bhd. (“MTSB”) from the existing financial covenants
of the BaIDS from 29 August 2006 until the date of the Special Meeting.
Any approval of the revised financial covenants by the BaIDSholders shall be conditional upon approval from the
Syariah advisors, Securities Commission and any other relevant regulatory authorities.
The Directors are of the opinion (without prejudice) that MTSB would be in a financial condition to comply with the
proposed revised financial covenants for the foreseeable future.
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SIGNIFICANT EVENT DURING THE YEAR (cont’d)
(ii) Private placement of up to ten percent (10%) of the issued and paid up share capital of the Company
(“Proposed Private Placement”)
On 3 September 2004, the Company announced that it would implement a private placement of up to
ten per cent (10%) of the issued and paid up share capital of the Company. The Securities Commission had vide
its letter dated 29 September 2004 approved the Proposed Private Placement.
On 15 March 2005, the Securities Commission had vide its letter approved the Company’s application for
an extension of the deadline to implement the Proposed Private Placement for another six (6) months up to
28 September 2005.
On 22 September 2005, the Securities Commission had vide its letter approved the Company’s application for
further extension of the deadline to implement the Proposed Private Placement for another six (6) months up to
28 March 2006.
On 23 March 2006, the Company announced that it has resolved to abort the Proposed Private Placement after
careful consideration.
OTHER STATUTORY INFORMATION

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps
to ascertain that:
(i) all known bad debts have been written off and adequate provision made for doubtful debts, and
(ii) all current assets have been stated at the lower of cost and net realisable value.
At the date of this report, the Directors are not aware of any circumstances:
(i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the
Group and in the Company inadequate to any substantial extent, or
(ii) that would render the value attributed to the current assets in the Group and in the Company financial statements
misleading, or
(iii) 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, or
(iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the
financial statements of the Group and of the Company misleading.
At the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year which
secures the liabilities of any other person, or
(ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial
year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become
enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors,
will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they
fall due.
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OTHER STATUTORY INFORMATION (cont’d)

In the opinion of the Directors, except as disclosed in Note 2 to the financial statements the results of the operations
of the Group and of the Company for the financial year ended 30 April 2006 have not been substantially affected by
any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred
in the interval between the end of that financial year and the date of this report.
AUDITORS
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.
Signed in accordance with a resolution of the Directors:
Kuala Lumpur,
Date: 30 August 2006
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STATEMENT BY DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
In the opinion of the Directors, the financial statements set out on pages 45 to 78 are drawn up in accordance with
the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give
a true and fair view of the state of affairs of the Group and of the Company at 30 April 2006 and of the results of their
operations and cash flows for the year ended on that date.
Signed in accordance with a resolution of the Directors:
Kuala Lumpur,
STATUTORY DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Chong Jiun Shyang, the officer primarily responsible for the financial management of Megan Media Holdings
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 45 to 78 are, to the best of
my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true,
and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 30 August 2006.
Chong Jiun Shyang
Before me:
BARATHAN A/L SINNIAH @ CHINNIAH (W202)

Commissioner for Oaths
Kuala Lumpur
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REPORT OF THE AUDITORS
TO THE MEMBERS OF MEGAN MEDIA HOLDINGS BERHAD
We have audited the financial statements set out on pages 45 to 78. The preparation of the financial statements is 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 approved Standards on Auditing in Malaysia. These standards require
that we plan and perform the audit to obtain all the information and explanations which we consider necessary to
provide us with evidence to give reasonable assurance that the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial
statements. An audit also includes an assessment of the accounting principles used and significant estimates made by
the Directors as well as evaluating the overall adequacy of the presentation of information in the financial statements.
We believe our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and
applicable approved accounting standards in Malaysia so as to give a true and fair view of:
(i) the state of affairs of the Group and of the Company at 30 April 2006 and of the results of their operations and
cash flows for the year ended on that date; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements
of the Group and of the Company; and
(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the
Company and the subsidiaries of which we have acted as auditors have been properly kept in accordance with
the provisions of the said Act.
The subsidiaries in respect of which we have not acted as auditors are identified in Note 3 to the financial statements
and we have considered its financial statements and the auditors’ report thereon.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the
consolidated financial statements and we have received satisfactory information and explanations required by us for
those purposes.
The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not
include any comment made under subsection (3) of Section 174 of the Act.
KPMG Hasman Yusri Yusoff

Firm Number: AF 0758 Partner
Chartered Accountants Approval Number: 2583/08/08(J)
Kuala Lumpur,
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BALANCE SHEETS
AT 30 APRIL 2006
Group Company
Note 2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Property, plant and equipment 2 660,983 712,071 6,290 6,406
Investments in subsidiaries 3 - - 228,472 208,472
Investments in associates 4 64,242 62,203 - -
Other investment 5 1,335 - - -
Current assets
Inventories 6 43,424 36,077 - -
Trade and other receivables 7 562,760 298,912 250,732 272,168
Tax recoverable 6,249 535 2,116 501
Cash and cash equivalents 8 59,101 35,467 27 2,379
671,534 370,991 252,875 275,048
Current liabilities
Trade and other payables 9 39,672 55,860 6,303 119
Borrowings 10 290,305 385,451 - 54,101
Taxation 259 1,964 - -
330,236 443,275 6,303 54,220
Net current assets/(liabilities) 341,298 (72,284) 246,572 220,828
1,067,858 701,990 481,334 435,706
Financed by:
Capital and reserves

Share capital 11 205,576 205,576 205,576 205,576
Treasury shares 12 (2,056) (1,165) (2,056) (1,165)
Reserves 13 267,185 213,729 49,257 45,649
470,705 418,140 252,777 250,060
Long term and deferred liabilities

Borrowings 10 548,402 261,203 228,375 185,464
Deferred tax liabilities 14 48,751 22,647 182 182
597,153 283,850 228,557 185,646
1,067,858 701,990 481,334 435,706
The financial statements were approved and authorised for issue by the Board of Directors on 30 August 2006.
The notes set out on pages 51 to 78 form an integral part of, and should be read in conjunction with, these financial statements.
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INCOME STATEMENTS
Group Company
Note 2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Revenue 16 1,034,797 904,696 19,583 15,446

Cost of sales (885,525) (781,284) - -
Gross profit 149,272 123,412 19,583 15,446

Other operating income 13,023 2,174 4,124 171
Distribution costs (5,854) (6,225) - -
Administration expenses (13,519) (17,368) (2,216) (900)
Other operating expenses (14,688) (8,673) - -
Operating profit 16 128,234 93,320 21,491 14,717

Interest income 426 330 35 296
Interest expense 18 (46,077) (29,229) (13,157) (5,366)
Share of profit of associates 4,209 4,213 - -
Profit before taxation 86,792 68,634 8,369 9,647

Tax - Company and subsidiaries (25,295) (2,187) 406 (309)
- Associates (1,263) (1,295) - -
Tax (expense)/recoverable 19 (26,558) (3,482) 406 (309)
Net profit for the year 60,234 65,152 8,775 9,338
Basic earnings per share - sen 20 29.5 34.2
Diluted earnings per share - sen 20 29.5 33.9
Dividend per share (net) - sen 21 - 4.00
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Non-distributable Distributable
Share Share Treasury Translation Option Retained
capital premium shares reserve reserve profits Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 May 2004 88,855 46,017 - (554) 500 112,295 247,113

Issue of shares:
Bonus issue 44,463 (44,463) - - - - -
Rights issue at
RM1.60 per share 71,141 42,685 - - - - 113,826
Exercise of ESOS at
RM1.51 per share 72 36 - - - - 108
Exercise of ESOS at
RM1.18 per share 1,045 188 - - - - 1,233
Share issuance
expenses paid - (2,695) - - - - (2,695)
Shares repurchased - - (1,165) - - - (1,165)
Exchange differences
on translation of the
financial statements
of foreign entities - - - 3,770 - - 3,770
Net profit for the year - - - - - 65,152 65,152
Dividends (Note 21) - - - - - (9,202) (9,202)
At 30 April 2005 205,576 41,768 (1,165) 3,216 500 168,245 418,140
At 1 May 2005 205,576 41,768 (1,165) 3,216 500 168,245 418,140

Issue of shares - - - - - - -
Share issuance
expenses paid - (53) - - - - (53)
Shares repurchased - - (891) - - - (891)
Exchange differences
on translation of
the financial statements
of foreign entities - - - (1,611) - - (1,611)
Net profit for the year - - - - - 60,234 60,234
Dividends (Note 21) - - - - - (5,114) (5,114)
At 30 April 2006 205,576 41,715 (2,056) 1,605 500 223,365 470,705
Note 11 Note 12
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STATEMENT OF CHANGES IN EQUITY
Non-distributable Distributable
Share Share Treasury Retained
capital premium shares profits Total
Company RM’000 RM’000 RM’000 RM’000 RM’000
At 1 May 2004 88,855 46,017 - 3,745 138,617

Issue of shares:
Bonus issue 44,463 (44,463) - - -
Rights issue at RM1.60 per share 71,141 42,685 - - 113,826
Exercise of ESOS at RM1.51 per share 72 36 - - 108
Exercise of ESOS at RM1.18 per share 1,045 188 - - 1,233
Share issuance expenses paid - (2,695) - - (2,695)
Shares repurchased - - (1,165) - (1,165)
Net profit for the year - - - 9,338 9,338
Dividends (Note 21) - - - (9,202) (9,202)
At 30 April 2005/1 May 2005 205,576 41,768 (1,165) 3,881 250,060

Issue of shares - - - - -
Share issuance expenses paid - (53) - - (53)
Shares repurchased - - (891) - (891)
Net profit for the year - - - 8,775 8,775
Dividends (Note 21) - - - (5,114) (5,114)
At 30 April 2006 205,576 41,715 (2,056) 7,542 252,777
Note 11 Note 12 Note 13
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CASH FLOW STATEMENTS
Group Company
2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Cash flows from operating activities

Adjustments for:
Depreciation 121,465 116,492 116 116
Gain on disposal of property,
plant and equipment (95) (142) - (99)
Gain on disposal of associate company (90) - - -
Interest expense 46,077 29,229 13,157 5,366
Interest income (426) (330) (35) (296)
Share of profit of associates (4,209) (4,213) - -
Net unrealised exchange gain (9,002) - (2,934) -
Operating profit before working capital changes 240,512 209,670 18,673 14,734
(Increase)/Decrease in working capital:

Inventories (7,415) (6,224) - -
Trade and other receivables (81,760) (62,705) 43 336
Trade and other payables (21,448) 14,104 (30) (276)
Cash generated from operations 129,889 154,845 18,686 14,794

Income taxes paid (6,485) (10,630) (1,209) (660)
Interest paid (14,767) (14,816) - -
Interest received 426 330 35 296
Net cash generated from operating activities 109,063 129,729 17,512 14,430
Cash flows from investing activities

Decrease/(Increase) in pledged deposits
placed with a licensed bank 478 (486) - -
Repayments of loan by associates 215 133 - -
Proceeds from disposal of property,
plant and equipment 105 13,347 - 148
Proceeds from disposal of associate company 45 - - -
Purchase of property, plant and equipment (i) (43,435) (409,765) - (162)
Deposits for machineries (211,988) (28,525) - -
Advances to subsidiaries (ii) - - (3,713) (262,274)
Acquisition of quoted investment (1,335) - - -
Net cash used in investing activities (255,915) (425,296) (3,713) (262,288)
Cash flows from financing activities

Dividends paid (5,114) (9,202) (5,114) (9,202)
Interest paid on borrowings (24,813) (14,413) (6,778) (5,366)
Net proceeds from bills payables 26,511 59,690 - -
Repayments of finance lease liabilities (29,898) (22,439) - -
Repayments of hire purchase liabilities (23,524) (7,540) (165) (45)
Proceeds from issuance of shares net of
expenses paid (53) 112,472 (53) 112,472
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CASH FLOW STATEMENTS ( CONT’D)
Group Company
2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Cash flows from financing activities (cont’d)

Proceeds from term loans 236,250 217,863 236,250 152,000
Proceeds from issuance of bonds 320,000 - - -
Repayments of term loans (327,895) (41,564) (239,400) -
Purchase of own shares (891) (1,165) (891) (1,165)
Net cash generated from/(used in)

financing activities 170,573 293,702 (16,151) 248,694
Net increase/(decrease) in cash and cash

equivalents 23,721 (1,865) (2,352) 836
Cash and cash equivalents at beginning of year 29,571 30,729 2,379 1,543
Foreign exchange differences on opening balances (270) 707 - -
Cash and cash equivalents at end of year (iii) 53,022 29,571 27 2,379
(i) Purchase of property, plant and equipment

During the year, the Company acquired property, plant and equipment with an aggregate cost of Nil
(2005 - RM372,000) of which Nil (2005 - RM210,000) were acquired by means of hire purchases and leases.
During the year, the Group acquired property, plant and equipment with an aggregate cost of RM72,127,000
(2005 - RM503,990,000) of which RM167,000 (2005 - RM27,667,000) were acquired by means of hire purchases
and leases and RM28,525,000 (2005 - RM66,558,000) were deposits paid in previous year for acquiring
machineries.
(ii) Purchase of new ordinary shares in a subsidiary

During the year, the Company subscribed for 20,000,000 (2005: Nil) new ordinary shares of RM1.00 each in a
subsidiary at par by way of capitalisation of the amount due from the subsidiary.
(iii) Cash and cash equivalents

Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:
Group Company
2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Deposits placed with licensed banks

(excluding deposits pledged) 8,309 2,445 - 2,326
Cash and bank balances 49,829 31,563 27 53
Bank overdrafts (5,116) (4,437) - -
53,022 29,571 27 2,379
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NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following accounting policies are adopted by the Group and the Company and are consistent with those
adopted in previous years:
(a) Basis of accounting

The financial statements of the Group and of the Company are prepared on the historical cost basis except
as disclosed in the financial statements and in compliance with the provisions of the Companies Act, 1965
and applicable approved accounting standards in Malaysia.
(b) Basis of consolidation

Subsidiaries are those enterprises controlled by the Company. Control exists when the Company has the
power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain
benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control effectively commences until the date that control effectively ceases.
Subsidiaries are consolidated using the acquisition method of accounting except for Memory Tech Sdn. Bhd.
(“MTSB”), which is consolidated using the merger method of accounting. Merger method of accounting for
the consolidation of MTSB is continued to be applied in line with the transition provision of MASB 21, Business
Combinations, which allows the Group to apply the standard prospectively.
Under the acquisition method of accounting, the results of subsidiaries acquired or disposed during the
year are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair
values of the subsidiaries’ net assets are determined and these values are reflected in the Group financial
statements. The difference between the acquisition cost and the fair values of the subsidiaries’ net assets is
reflected as goodwill or negative goodwill as appropriate.
Under the merger method of accounting, the results of the subsidiaries are presented as if the companies
had been combined throughout the current and previous financial years. The difference between the cost
of acquisition and the nominal value of the share capital and reserves of the merged subsidiaries is taken to
merger reserve.
Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation.
Unrealised losses resulting from intragroup transactions are also eliminated unless cost cannot be
recovered.
(c) Associates
Associates are those enterprises in which the Group has significant influence, but not control, over the
financial and operating policies.
The consolidated financial statements include the total recognised gains and losses of associates on an
equity accounted basis from the date that significant influence effectively commences until the date that
significant influence effectively ceases.
Unrealised profits arising on transactions between the Group and its associates which are included in the
carrying amount of the related assets and liabilities are eliminated partially to the extent of the Group’s interests
in the associates. Unrealised losses on such transactions are also eliminated partially unless cost cannot be
recovered.
Goodwill on acquisition is calculated based on the fair value of net assets acquired.
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NOTES TO THE FINANCIAL STATEMENTS ( CONT’D)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(d) Property, plant and equipment

Freehold land is stated at cost. All other property, plant and equipment are stated at cost less accumulated
depreciation and accumulated impairment losses.
Property, plant and equipment retired from active use and held for disposal are stated at the carrying amount
at the date when the asset is retired from active use, less impairment losses, if any.
Depreciation
Freehold land is not depreciated. Buildings are depreciated on a straight-line basis over the shorter of
50 years or the lease period of 30 years. The straight-line method is used to write off the cost of other assets
over the term of their estimated useful lives at the following principal annual rates:
Factory equipment, machinery and moulds 10%

Computer and office equipment, furniture and electrical fittings 10%
Renovation 10%
Motor vehicles 20%
Research and development equipment 10%
With effect from 1 November 2005, the estimated useful lives of all property, plant and equipment except for
buildings and motor vehicles in the subsidiary were revised so as to better reflect their estimated useful lives,
which resulted in a change in depreciation rate for those assets from 20% to 10%.
(e) Hire purchase and finance lease

Property, plant and equipment acquired under hire purchase and lease agreements are capitalised at their
purchase cost and depreciated on the same basis as owned assets. The total amounts payable under hire
purchase and lease agreements are included as hire purchase and finance lease liabilities, respectively.
(f) Investments
Investments in subsidiaries and associates are stated at cost in the Company, less impairment loss where
applicable.
Investments other than in subsidiaries and associates are stated at cost. An allowance is made when the
Directors are of the view that there is a diminution in their value which is other than temporary.
(g) Goodwill
Goodwill represents the excess of the cost of acquisition over the fair values of the net identifiable assets
acquired and is recognised immediately in the income statement in the year of acquisition.
Negative goodwill represents the excess of the fair values of the net identifiable assets acquired over the cost
of acquisition and is recognised immediately in the income statement in the year of acquisition.
(h) Inventories
Raw materials, goods-in-transit, work-in-progress and manufactured inventories are stated at the lower of
cost and net realisable value with the weighted average basis being the main basis for cost.
For work-in-progress and manufactured inventories, cost consists of materials, direct labour and an appropriate
proportion of fixed and variable production overheads.
For raw materials and goods-in-transit, cost includes the original purchase price plus incidentals in bringing
these inventories to their present location and condition.
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(i) Trade and other receivables

Trade and other receivables are stated at cost less allowance for doubtful debts.
(j) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits with banks which have an
insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents
are presented net of bank overdrafts and pledged deposits.
(k) Share capital

Repurchase of shares
When shares are repurchased, the amount of the consideration paid, including directly attributable costs, is
recognised as a change in equity. Repurchased shares are reclassified as treasury shares and presented as
a deduction from total equity.
(l) Impairment
The carrying amount of the Group’s assets, other than inventories and financial assets (other than investments
in subsidiaries and associates), are reviewed at each balance sheet date to determine whether there is
any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An
impairment loss is recognised whenever the carrying amount of an asset or the cash-generating unit to which
it belongs exceeds its recoverable amount. Impairment losses are recognised in the income statement.
The recoverable amount is the greater of the asset’s net selling price and its value in use. In assessing value
in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. For an
asset that does not generate largely independent cash inflows, the recoverable amount is determined for the
cash-generating unit to which the asset belongs.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount and it is reversed only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised. The reversal is recognised in the income statement.
(m) Finance leases

Leases in which the Group assume substantially all the risks and rewards of ownership are classified as
finance leases. Assets acquired by way of 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.
In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit
in the lease, if this is practicable to determine; if not, the Group’s incremental borrowing rate is used.
(n) Liabilities
Borrowings and trade and other payables are stated at cost.
(o) Convertible loans

Convertible loans issued by a subsidiary are regarded as compound instruments, consisting of a liability
component and an equity component. At the date of issue, the fair value of the liability component is estimated
using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds
of issue of the convertible loans and the fair value assigned to the liability component, representing the
embedded option to convert the liability into equity of the subsidiary, is included in option reserve.
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(o) Convertible loans (cont’d)

The interest expense on the liability component is calculated by applying the prevailing market interest rate
for similar non-convertible debt to the instrument. The difference between this amount and the interest paid is
added to the carrying value of the convertible loans.
(p) Income tax

Tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the
income statement except to the extent that it relates to items recognised directly in equity, in which case it is
recognised in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted
or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous
years.
Deferred tax is provided, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. Temporary differences are not
recognised for goodwill not deductible for tax purposes and the initial recognition of assets or liabilities that at
the time of the transaction affects neither accounting nor taxable profit. The amount of deferred tax provided
is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted or substantially enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the asset can be utilised.
(q) Foreign currency

(i) Foreign currency transactions
Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at the
date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance
sheet date are translated to Ringgit Malaysia at the foreign exchange rates ruling at that date. Foreign
exchange differences arising on translation are recognised in the income statement.
(ii) Financial statements of foreign operations

The Group’s foreign operations are not considered an integral part of the Company’s operations.
Accordingly, the assets and liabilities of foreign operations, including goodwill and fair value adjustments
arising on consolidation, are translated to Ringgit Malaysia at exchange rates ruling at the balance sheet
date. The revenues and expenses of foreign operations are translated to Ringgit Malaysia at average
exchange rates applicable throughout the year. Foreign exchange differences arising on translation are
recognised directly in equity.
The closing rates used in the translation of foreign current monetary assets and liabilities and the financial
statements of foreign operations are as follows:
1USD RM3.63 (2005 - 1USD RM3.80)

1SGD RM2.29 (2005 - 1SGD RM2.36)
(r) Derivative financial instruments

The Group uses derivative financial instruments, including interest rate swaps and forward foreign exchange
contracts, to hedge its exposure to foreign exchange and interest rate risks arising from operational and
financing activities.
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(r) Derivative financial instruments (cont’d)

Derivative financial instruments (used for hedging purposes) are accounted for on an equivalent basis as the
underlying assets, liabilities or net positions. Any profit or loss arising is recognised on the same basis as that
arising from the related assets, liabilities or net positions.
(s) Revenue
(i) Goods sold
Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised
in the income statement when the significant risks and rewards of ownership have been transferred to the
buyer.
(ii) Dividend income

Dividend income is recognised when the right to receive payment is established.
(iii) Interest income

Interest income is recognised in the income statement as it accrues, taking into account the effective
yield on the asset.
(iv) Management fee

Management fee is recognised in the income statement as it accrues.
(t) Expenses
(i) Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis
over the term of the lease.
(ii) Financing costs

All interest and other costs incurred in connection with borrowings are expensed as incurred. The interest
component of hire purchase and finance lease payments is recognised in the income statement so as
to give a constant periodic rate of interest on the outstanding liability at the end of each accounting
period.
(u) Employee benefits

(i) Short term employee benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year
which the associated services are rendered by employees of the Group. Short term accumulating
compensated absences such as paid annual leave are recognised when services are rendered
by employees that increase their entitlement to future compensated absences, and short term
non-accumulating compensated absences such as sick leave are recognised when absences occur.
(ii) Defined contribution plans

The Group and the Company contribute to the statutory contribution plans and are recognised as an
expense in the income statement as incurred.
(iii) Equity and equity-related compensation benefits

The share option program allows Group employees to acquire shares of the Company. When the options
are exercised, equity is increased by the amount of the proceeds received.
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2. PROPERTY, PLANT AND EQUIPMENT
Computer
Factory and office Research
equipment, equipment, and
Freehold Leasehold machinery furniture and Motor development
Land Building building and moulds electrical fittings Renovation vehicles equipment Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 May 2005 4,154 8,105 8,650 933,640 5,949 549 2,238 2,699 965,984
Additions 7,500 4,500 657 58,707 103 - 168 492 72,127
Disposals - - - - - - (250) - (250)
Exchange
differences - - (104) (2,170) (5) - (2) - (2,281)
At 30 April 2006 11,654 12,605 9,203 990,177 6,047 549 2,154 3,191 1,035,580
Depreciation
At 1 May 2005 - 260 3,040 246,689 2,283 344 928 369 253,913
Charge for the year - 185 465 119,297 677 48 375 418 121,465
Disposals - - - - - - (240) - (240)
Exchange
differences - - (37) (499) (4) - (1) - (541)
At 30 April 2006 - 445 3,468 365,487 2,956 392 1,062 787 374,597
Net book value

At 30 April 2006 11,654 12,160 5,735 624,690 3,091 157 1,092 2,404 660,983
At 30 April 2005 4,154 7,845 5,610 686,951 3,666 205 1,310 2,330 712,071
Depreciation
charge for the
year ended
30 April 2005 - 131 357 114,427 682 64 407 424 116,492
Freehold Office Motor

Land Building equipment vehicles Total
Company RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 May 2005/30 April 2006 4,154 2,076 2 372 6,604
Depreciation
At 1 May 2005 - 166 1 31 198
Charge for the year - 42 - 74 116
At 30 April 2006 - 208 1 105 314
Net book value

At 30 April 2006 4,154 1,868 1 267 6,290
At 30 April 2005 4,154 1,910 1 341 6,406
Depreciation charge for the

year ended 30 April 2005 - 42 1 73 116
Assets under hire purchase and lease

Included in property, plant and equipment of the Group are plant and machinery acquired under hire purchase
and lease agreements with a net book value of Nil (2005 - RM118,955,000).
The Group leases certain plant and machineries under a number of finance lease agreements. At the end of each
of the leases, the ownership of the plant and machineries will be transferred to the Group at zero cost.
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2. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Security
Leasehold building and certain machineries of the Group with a net book value of RM4,666,319
(2005 - RM503,070,000) have been pledged to a licensed bank as a security for term loan facility granted to the
Group and the Company (Note 10).
Change of the depreciation estimate

The effect on the financial statements of the change in depreciation rate from 20% to 10% is a decrease in
depreciation charge for the year for the Group by RM45.3 million.
3. INVESTMENTS IN SUBSIDIARIES
Company
2006 2005
RM’000 RM’000
Unquoted shares, at cost 228,472 208,472
The principal activities of the subsidiaries, all of which are incorporated in Malaysia, except for
MJC (Singapore) Pte. Ltd. and Megatech International Holdings Pte. Ltd., which are incorporated in Singapore,
and the interest of Megan Media Holdings Berhad are as follows:
Effective
ownership
interest
Name of company Principal activities 2006 2005
% %
Memory Tech Sdn. Bhd. Manufacture and sale of data storage 100 100
products such as computer diskettes,
video cassette tapes, compact disc
recordable (CD-Rs) and digital versatile
disc recordable (DVD-Rs)
and its subsidiary

Memory Media Sdn. Bhd.* Sales and marketing of data storage 100 100
products.
MJC (Singapore) Pte. Ltd.* Manufacture, supply and distribution 100 100
of blank data storage media products
and distribution of consumer electronic
products
and its subsidiary

Megatech International Investment holding 100 100
Holdings Pte. Ltd.*
* Companies not audited by KPMG.
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4. INVESTMENTS IN ASSOCIATES
Group
2006 2005
RM’000 RM’000
Unquoted shares, at cost 43,351 43,376

Amount due from associate (Note 4.1) 6,597 6,893
Share of post acquisition profits 14,989 12,107
Exchange differences (695) (173)
64,242 62,203
Represented by:
Group’s share of net assets 57,645 55,310
Amount due from associate 6,597 6,893
64,242 62,203
The associates of the Group are as follows:
Effective
ownership
Country of interest
Name of associate Principal activities incorporation 2006 2005
% %
PT Megaplast Manufacture of video cassettes Indonesia 41.07 41.07

Jayacitra (Note 4.2)
Datum Tech Limited Sale and marketing of data Hong Kong - 50

storage media
Datum Tech Limited was disposed on 19 October 2005.
4.1 The amount due from associate is unsecured and subordinated to loan granted by two other shareholders
of the associate. The loan is interest free and amount of USD300,000 which is repayable in 2004 is now
deferred to 31 March 2007. The remaining amount of USD200,000, USD600,000 and USD700,000 are due on
31 March 2007, 31 March 2008 and 31 March 2009, respectively.
4.2 Two shareholders of the associate have put options to sell their aggregate 18% shareholdings in the associate
to the other existing shareholders, including MJC (Singapore) Pte. Ltd., a subsidiary of the Company, between
1 September 2005 and 31 August 2009. The put price shall be the higher of:
(a) twelve times of earnings per share of the associate,

(b) 5% above the investment cost,
(c) net tangible asset value of the associate, and
(d) market value if the associate is listed.
The subsidiary has pledged 3,000,000 (2005 - 3,000,000) ordinary shares of USD1.00 each in PT Megaplast
Jayacitra, amounting to RM10,875,000 (2005 - RM11,490,000), to secure certain loans granted to the associate.
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5. OTHER INVESTMENT
Group
2006 2005
RM’000 RM’000
Quoted shares, at cost 1,335 -
Market value 1,339 -
6. INVENTORIES
Group
2006 2005
RM’000 RM’000
At cost:
Raw materials 13,690 10,050
Work-in-progress 2,370 7,544
Manufactured inventories 27,364 14,067
Goods-in-transit - 4,416
43,424 36,077
7. TRADE AND OTHER RECEIVABLES
Group Company
2006 2005 2006 2005
Note RM’000 RM’000 RM’000 RM’000
Trade receivables 319,235 251,511 - -

Less: Allowance for doubtful debts (235) (235) - -
319,000 251,276 - -
Other receivables, deposits and
prepayments 7.1 213,610 35,732 66 109
Subsidiaries 7.2 - - 250,666 272,059
Associates 7.3 30,150 11,904 - -
562,760 298,912 250,732 272,168
7.1 Other receivables, deposits and prepayments

Included in other receivables, deposits and prepayments of the Group is a deposit of RM211,988,000 (2005
- RM28,525,000) paid for the purchase of plant and machinery.
7.2 Subsidiaries
Included in amounts due from subsidiaries are:
(i) a term loan amounting to Nil (2005 - USD40 million (equivalent to RM152 million)) taken on behalf by
the Company from a licensed bank for the purchase of machineries by its subsidiary. This amount
subject to interest at 1.50% per annum above USD Singapore Inter-Bank Offer Rates (“SIBOR”)
and the repayment is subject to terms and conditions as stated in the facility agreement between
the Company and the licensed bank. This term loan was fully repaid during the financial year
(Note 10). AH
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7. TRADE AND OTHER RECEIVABLES (cont’d)
7.2 Subsidiaries (cont’d)
(ii) a loan amounting to USD40 million (equivalent to RM145 million) (2005 - Nil) extended by the
Company to a subsidiary in Singapore. This amount is subject to interest at 1.80% per annum
above USD Singapore Inter-Bank Offer Rates (“SIBOR”) and is repayable in 6 equal instalments of
USD6 million each and a final instalment of USD4 million commencing 24 months from the date of first
drawndown (November 2005) and subsequent every 6 months until full settlement of the loan.
The balance of amount due from subsidiaries are in respect of advances, which is unsecured, interest free
and have no fixed terms of repayment.
7.3 Associates
Amounts due from associates comprise:
Group
2006 2005
RM’000 RM’000
Trade 7,307 1,321

Non-trade 22,843 10,583
30,150 11,904
Non-trade balance relates to advances which is unsecured, interest free and has no fixed terms of
repayment.
8. CASH AND CASH EQUIVALENTS
Group Company
2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Deposits placed with licensed banks 9,272 3,904 - 2,326

Cash and bank balances 49,829 31,563 27 53
59,101 35,467 27 2,379
Group
Fixed deposits of RM963,000 (2005 - RM1,459,000) are pledged to a licensed bank as a security for a term loan
facility granted to a subsidiary.
9. TRADE AND OTHER PAYABLES
Group Company
2006 2005 2006 2005
Note RM’000 RM’000 RM’000 RM’000
Trade payables 22,803 38,750 - -

Other payables and accrued expenses 16,668 15,504 6,303 119
Associates 9.1 - 1,103 - -
Amounts due to Directors 9.2 201 503 - -
39,672 55,860 6,303 119

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9. TRADE AND OTHER PAYABLES (cont’d)
9.1 Associates
The amounts due to associates are trade in nature and interest free.
9.2 Amounts due to Directors

The amounts due to Directors are unsecured, interest free and have no fixed terms of repayment.
10. BORROWINGS
Group Company
2006 2005 2006 2005
Note RM’000 RM’000 RM’000 RM’000
Current
Bank overdrafts
- secured 2,772 1,918 - -
- unsecured 2,344 2,519 - -
Bills payables
- secured 90,412 134,919 - -
- unsecured 185,609 116,216 - -
Short term loans - secured 9,157 9,268 - -
Long term loans
- secured 10.1 - 81,471 - 53,960
Convertible loans 10.2 - 9,657 - -
Director’s loan - unsecured 10.3 - 6,951 - -
Hire purchase and finance lease liabilities 10.4 11 22,532 - 141
290,305 385,451 - 54,101
Non-current
Long term loans
- secured 10.1 - 230,076 - 185,440
- unsecured 10.1 228,375 - 228,375 -
Hire purchase and finance lease liabilities 10.4 27 31,127 - 24
Bai’ Bithaman Ajil Islamic Debt Securities 10.5 320,000 - - -
548,402 261,203 228,375 185,464
838,707 646,654 228,375 239,565
The bank overdrafts are subject to interest rates varying between 1.00% and 2.00% (2005 - 1.00% and 2.00%) per
annum above lenders’ base lending rates. The bills payables are subject to interest rates varying between 2.05%
and 8.50% (2005 - 4.75% and 7.75%) per annum. The term loans are subject to interest rates varying between
1.00% and 2.00% (2005 - 1.25% and 1.50%) per annum above lenders’ base lending rates. Director’s loan and
finance lease are subject to a fixed interest rate at 3.00% and 4.00% (2005 - 3.00% and 5.80%) per annum,
respectively. Hire purchase liabilities are subject to interest rates varying between 2.70% to 7.75% (2005 - 2.70%
to 7.75%) per annum.
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10. BORROWINGS (cont’d)

The bank overdrafts, term loans, finance lease liabilities, bills payables and bank facilities of the subsidiaries are
secured by way of:
(a) all monies open mortgage over the leasehold building of the subsidiary;
(b) joint and several guarantee by a Director of the subsidiary and a related party;
(c) letter of guarantee of SGD4,200,000 (2005 - SGD4,200,000) by a Director of the subsidiary;
(d) time deposits of USD250,000 (2005 - USD381,022) of the subsidiary;
(e) joint and several corporate guarantee from the Company.
The unsecured long term loans of the Company are guaranteed by a subsidiary.
10.1 Long term loans

The repayment schedule of the term loans are as follows:
Under 1-2 2-5

Total 1 year years years
RM’000 RM’000 RM’000 RM’000
Group
Long term loans - unsecured 228,375 - 32,625 195,750
Company
Long term loans - unsecured 228,375 - 32,625 195,750
Included in the Group’s long term loans are:
(a) a term loan of a subsidiary amounting to Nil (2005 - SGD911,000 (equivalent to RM2,111,000)) which is
repayable by 43 equal monthly instalments commencing July 2003. In the event of the successful listing
of the subsidiary, the loan shall be fully repaid one (1) week after the listing. The term loan was fully repaid
during the financial year.
(b) a term loan of a subsidiary amounting to Nil (2005 - SGD619,000 (equivalent to RM1,434,000)) which is
repayable by 120 equal instalments commencing April 2004. The term loan was fully repaid during the
financial year.
(c) a term loan of a subsidiary amounting to Nil (2005 - SGD486,000 (equivalent to RM1,126,000)) which is
repayable by 34 equal instalments commencing April 2005. The term loan was fully repaid during the
financial year.
Included in the Company’s long term loans are:
(a) a term loan amounting to Nil (2005 - USD23 million (equivalent to RM87 million)) where its repayment
commences from the 2nd anniversary date of first drawndown (December 2003) and repayable according
to the following schedule: -
Amount per anniversary

Anniversary (% of term loan amount)
2nd 20
3rd and 4th 25
5th 30
OLDINGS B This term loan was fully repaid during the financial year.
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10.1 Long term loans (cont’d)
(b) a term loan amounting to Nil (2005 - USD40 million (equivalent to RM152 million)), which is repayable
in 11 equal instalments of 8% of term loan amount and one final instalment of 12% of term loan amount
commencing 15 months from the date of first drawdown (July 2005) and subsequent every 3 months until
full settlement of the term loan.
This long term loan is taken by the Company from a licensed bank on behalf of one of its subsidiaries for
the purchase of machineries (Note 7).
This term loan was fully repaid during the financial year.
(c) a term loan amounting to USD63 million (equivalent to RM228,375,000) (2005 - Nil), which is repayable
in 7 equal instalments of USD9 million each commencing 24 months from the date of first drawdown
(November 2005) and subsequent every 6 months until full settlement of the term loan.
10.2 Convertible loans

The convertible loans comprise:
Convertible loan 1
In March 2002, a subsidiary issued a SGD2,500,000 (equivalent to RM5,723,000) (2005 - SGD2,500,000
(equivalent to RM5,793,000)) convertible loan due March 2004 to KBC Bank N.V. Singapore Branch (“KBC”).
The loan will be convertible into shares of SGD1 each in the subsidiary from the date the subsidiary submits
an application for the approval of an initial public offering (“IPO”) and shall remain exercisable until 30 days
from the date the in-principle approval is obtained from the relevant stock exchange or the date on which the
underwriter agrees to underwrite the subsidiary’s IPO exercise, whichever is later. The total number of shares
to be issued on conversion of the loan shall be equal to the outstanding principal divided by the conversion
price. The conversion price will be 85% of the IPO price if the IPO takes place by 26 March 2003 or 70% of
the IPO price thereafter.
The loan is jointly and severally guaranteed by certain Directors of the subsidiary. It bears interest rates
at between Nil (2005 - 2.91% to 4.60%) per annum or such other rate as may be notified by KBC to the
subsidiary from time to time. If the IPO does not take place before 26 March 2004, the interest rate payable
on the loan shall be fixed at a commercial rate to be notified by KBC to the subsidiary with retrospective effect
from the date the loan was disbursed.
Upon issuance of the above loan, a Director of the subsidiary grants to KBC a put option that entitles KBC
to sell the exercised shares arising from the conversion of the above loan, at the subscribed price, to the
Director. The put option may be exercised by KBC if the IPO does not take place within 6 months from the
date on which the subsidiary obtains the in-principle approval for the IPO. The put option will expire 35
months from the date the in-principle approval is obtained.
In March 2004, the subsidiary entered into a supplemental agreement with the bank to extend the maturity of
the loan to March 2005, and to revise the conversion price to be 80% of the IPO price. The loan is currently
rolled over on a month to month basis, subject to the agreement of KBC.
The convertible loan was fully repaid during the financial year after the IPO was aborted.
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10.2 Convertible loans (cont’d)
Convertible loan 2
In 2001, a subsidiary issued a SGD2,500,000 (equivalent to RM5,723,000) (2005 - SGD2,500,000 (equivalent
to RM5,793,000)) convertible loan due December 2003 to International Factors (Singapore) Ltd. (“IFS”).
The subsidiary entered into a supplemental agreement dated 1 April 2005 with IFS whereby IFS waives its
rights and interests regarding the conversion of the loan into the subsidiary’s shares and, the loan is now
repayable by 12 monthly instalments commencing 30 January 2005. The loan was fully repaid during the
financial year.
The loan is secured by certain plant and equipment of the subsidiary, and is jointly and severally guaranteed
by certain Directors of the subsidiary. Pursuant to a letter of variation dated 21 December 2004, the
subsidiary paid a retrospective interest imposed by IFS in December 2004. The loan bears interest at 6.25%
(2005 - 6.25%) per annum.
10.3 Director’s loan

The loan was fully repaid during the financial year.
10.4 Hire purchase and finance lease liabilities

Hire purchase and finance lease liabilities are payable as follows:
Payments Interest Principal Payments Interest Principal

2006 2006 2006 2005 2005 2005
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
Less than one year 13 2 11 25,848 3,316 22,532
Between one and five years 32 5 27 35,200 4,073 31,127
45 7 38 61,048 7,389 53,659
Company
Less than one year - - - 146 5 141
Between one and five years - - - 24 - 24
- - - 170 5 165
10.5 Bai’ Bithaman Ajil Islamic Debt Securities (BaIDS)

During the year, the subsidiary issued of up to RM320 million BaIDS with guarantee from the Company. The
BaIDS is subject to fixed profit rates ranging from 5.95% to 7.70% per annum and is repayable over seven (7)
years with the following maturity date and amount:
Maturity Date Amounts (RM)
26 October 2007 40 million

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10.5 Bai’ Bithaman Ajil Islamic Debt Securities (BaIDS) (cont’d)

The repayment schedule of the bond is as follows:
Under 1-2 2-5 >5

Total 1 year years years years
RM’000 RM’000 RM’000 RM’000 RM’000
BaIDS 320,000 - 40,000 140,000 140,000
The proceeds obtained from the issuance of BaIDS was used for the following purposes:
(a) to repay its indebtedness due to the Company for the sum of up to RM150,100,000;
(b) to refinance its trade facilities of RM56,700,000;
(c) to refinance its bank borrowings of RM63,700,000;
(d) to refinance its hire purchase facilities of RM21,700,000;
(e) to finance the acquisition of a factory lot situated on Lot 3, Jalan SS13/4 Subang Jaya Industrial Estate,
47500 Petaling Jaya, Selangor Darul Ehsan and for the purpose of renovating of the factory lot for the sum
of up to RM20,000,000; and
(f) for its working capital of RM7,800,000.
11. SHARE CAPITAL
Group and Company

2006 2005
RM’000 RM’000
Ordinary shares of RM1.00 each

Authorised:
At 1 May 500,000 100,000
Increased during the year - 400,000
At 30 April 500,000 500,000
Issued and fully paid:

At 1 May 205,576 88,855
Issue of Nil (2005 - 44,463,375) new ordinary shares via bonus issue - 44,463
Issue of Nil (2005 - 71,141,400) new ordinary
shares at RM1.60 each under rights issue - 71,141
Issue of Nil (2005 - 72,000) new ordinary
shares at RM1.51 each under ESOS - 72
Issue of Nil (2005 - 1,045,000 ) new ordinary
shares at RM1.18 each under ESOS - 1,045
At 30 April 205,576 205,576
In August 2004, the Company had a rights issue of 71,141,400 new ordinary shares of RM1.00 each together with
71,141,400 detachable free warrants.
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11. SHARE CAPITAL (cont’d)

The warrants are in registered form and constituted by a Deed Poll and entitle the registered holder to subscribe
for one (1) new ordinary share of RM1.00 each in the Company at an exercise price of RM1.60 per ordinary share
for every warrant held. The conversion ratio is subject to the aforesaid Deed Poll and can be exercised at any
time during the five (5) years subscription expiring on 12 August 2009. The warrants holders are not entitled to
participate in any share issue of any other company.
During the financial year, none of the registered holder of 71,141,400 warrants exercised their rights and subscribed
for the equivalent number of new ordinary shares.
12. TREASURY SHARES

During the financial year, the Company purchased 1,004,000 (2005 - 848,500) of its issued shares from the open
market. The average price paid for the shares purchased was RM0.89 (2005 - RM1.37) per ordinary share. The
repurchase transactions were financed by internal funds. The repurchased shares are held as treasury shares
and carried at cost. The number of outstanding shares in issue after deducting treasury shares held at the
financial year end is 203,724,025 (2005 - 204,728,025) ordinary shares of RM1.00 each. Treasury shares have no
rights to voting, dividends and participation in other distribution.
None of the treasury shares has been resold or distributed as share dividends during the financial year.
13. RESERVES
Retained profits
Subject to agreement by the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax
exempt income to frank all of its retained profits at 30 April 2006 if paid out as dividends.
14. DEFERRED TAX LIABILITIES

Movement in deferred tax liabilities during the year are as follows:
Charged/
(Credited) to
income
At 1 May statement Exchange At 30 April
2005 (Note 19) differences 2006
RM’000 RM’000 RM’000 RM’000
Group
Property, plant and equipment
- capital allowances 51,495 9,430 (124) 60,801
Unabsorbed capital allowances (28,736) 16,823 - (11,913)
Provisions (75) (62) - (137)
Others (37) 37 - -
22,647 26,228 (124) 48,751
Company
- capital allowances 209 - - 209
Unabsorbed capital allowances (27) - - (27)
182 - - 182
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14. DEFERRED TAX LIABILITIES (cont’d)
Deferred tax assets and liabilities are offset above where there is a legally enforceable right to set off current tax
assets against current tax liabilities and where the deferred taxes relate to the same tax authority.
15. EMPLOYEE BENEFITS
Equity compensation benefits
Share option plan

The Group offers vested share options over ordinary shares to eligible employees who are those have been
confirmed in writing as employees of the Group. Movements in the number of share options held by employees
are as follows:
Group and Company

2006 2005
’000 ’000
Outstanding at 1 May 11,339 208

Granted - 12,248
Exercised - (1,117)
Outstanding at 30 April 11,339 11,339
Group and Company

2006 2005
Details of share options granted:

Expiry date 2007-2009 2007-2009
Exercise price per ordinary share (RM) 1.18-1.60 1.18-1.60
Aggregate proceeds if shares are issued (RM’000) - 14,453
Details of share options exercised during the year:

Expiry date 2007-2009 2007-2009
Exercise price per ordinary share (RM) 1.18-1.60 1.18-1.60
Aggregate issue proceeds (RM’000) - 1,341
Fair value at date of issue (RM’000) - 1,459
Terms of the options outstanding at 30 April 2006:
Option expiry date Option price Number of shares

RM ’000
28.2.2007 1.60 131

13.3.2008 1.51 5
24.8.2009 1.18 11,203
The Group received proceeds of Nil (2005 - RM1,341,000) in respect of the Nil (2005 - 1,117,000) options exercised
during the year: Nil (2005 - RM1,117,000) was credited to share capital and Nil (2005 - RM224,000) was credited
to share premium.
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16. OPERATING PROFIT
Group Company
2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Revenue
Sale of goods 1,034,797 904,696 - -
Dividend income - - 11,000 13,200
Interest income - - 7,983 2,234
Management fee - - 600 12
1,034,797 904,696 19,583 15,446
Operating profit is arrived at after crediting:

Dividend income from unquoted
shares of subsidiary in Malaysia - - 11,000 13,200
Gain on disposal of property,
plant and equipment 95 142 - 99
Gain on disposal of associated company 90 - - -
Interest income - - 7,983 2,234
Gain on foreign exchange
- realised 1,538 849 1,118 -
- unrealised 11,718 - 2,934 -
Rental income - - 72 72
and after charging:

Auditors’ remuneration
- Holding company auditors 76 55 38 25
- Other auditors 53 73 - -
Directors’
- Remuneration 1,949 2,494 - -
- Fees 253 233 197 197
Depreciation 121,465 116,492 116 116
Loss on foreign exchange
- realised - 1,565 - -
- unrealised 2,716 - - -
Rental expense on land and buildings 2,979 1,067 - -
Rental expense on equipment 10 - - -
Royalties expense payable 4,674 1,100 - -
17. EMPLOYEES INFORMATION
Group Company
2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Staff costs 21,546 20,061 133 119
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17. EMPLOYEES INFORMATION (cont’d)

The number of employees of the Group and of the Company (including Directors) at the end of the year was
581 (2005 - 609) and 3 (2005 - 3) respectively.
Staff costs of the Group and of the Company include contributions to the statutory contribution plans of
RM1,455,000 (2005 - RM1,547,000) and RM13,962 (2005 - RM12,608) respectively.
18. INTEREST EXPENSE
Group Company
2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Bank overdrafts 302 512 - -

Bills payables 14,169 11,010 - -
Bai’ Bithaman Ajil Islamic Debt Securities 11,113 - - -
Finance leases 2,608 1,852 - -
Hire purchase interest 986 1,639 4 3
Term loans 16,478 13,590 13,153 5,363
Director’s loan 125 198 - -
Others 296 428 - -
46,077 29,229 13,157 5,366
19. TAX EXPENSE/(RECOVERABLE)
Group Company
2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Income tax expense

Malaysia
- current (881) 6,065 154 320
- prior year (554) (583) (560) (18)
Overseas
- current - 71 - -
- prior year 502 (1,646) - -
(933) 3,907 (406) 302
Deferred tax expense

Origination/(reversal) of temporary differences 26,228 (1,720) - 7
Tax expense on share of profit of associates 1,263 1,295 - -
26,558 3,482 (406) 309
Reconciliation of effective tax expense

Income tax using Malaysian tax rate 24,301 19,218 2,343 2,701
Effect of different tax rates in foreign jurisdiction (1,217) (1,331) - -
Non-deductible expenses 2,228 2,059 1,669 675
Effect of tax at 20% on chargeable income
below RM500,000 (40) (40) - -
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19. TAX EXPENSE/(RECOVERABLE) (cont’d)

Group Company
2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000
Reconciliation of effective tax expense (cont’d)

Deferred tax assets not recognised 4,920 - - -
Non-taxable income (3,531) - (2,278) -
Tax exempt income - (48) (1,540) (3,049)
Tax incentives - (14,561) - -
Other items (51) 414 (40) -
26,610 5,711 154 327

Overprovision in prior years (52) (2,229) (560) (18)
Tax expense/(recoverable) 26,558 3,482 (406) 309
The subsidiary’s pioneer status has expired on 31 December 2004.
20. EARNINGS PER ORDINARY SHARE - GROUP
Basic earnings per share

The calculation of basic earnings per share is based on the net profit attributable to ordinary shareholders of
RM60,234,000 (2005 - RM65,152,000) and the weighted average number of ordinary shares outstanding during
the year of 204,354,000 (2005 - 190,350,000).
Weighted average number of ordinary shares
2006 2005
’000 ’000
Issued ordinary shares at beginning of the year 204,728 88,855

Effect of ESOS exercised - 369
Effect of bonus issue - 44,458
Effect of rights issue - 57,024
Effect of treasury shares purchased (374) (356)
Weighted average number of ordinary shares 204,354 190,350
Diluted earnings per share

The calculation of diluted earnings per share is based on the net profit attributable to ordinary shareholders of
RM60,234,000 (2005 - RM65,152,000) and the weighted average number of ordinary shares outstanding during
the year of 204,354,000 (2005 - 191,976,000).
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20. EARNINGS PER ORDINARY SHARE - GROUP (cont’d)
Net profit attributable to ordinary shareholders (diluted)
2006 2005
RM’000 RM’000
Net profit attributable to ordinary shareholders (diluted) 60,234 65,152
Weighted average number of ordinary share (diluted)
2006 2005
’000 ’000
Weighted average number of ordinary shares as above 204,354 190,350

Effect of ESOS - 1,626
Weighted average number of ordinary shares (diluted) 204,354 191,976
The assumed issue of ordinary shares arising from the conversion of warrants and ESOS would be
anti-dilutive as the fair value of the ordinary shares was lower than the exercise price of the warrants and ESOS.
Therefore, no consideration for adjustment in the form of an increase in the number of shares has been used in
calculating the potential dilution of its earnings per ordinary share.
21. DIVIDENDS
Group and Company

2006 2005
RM’000 RM’000
Final paid:
2005 - 2.5% (2004 - 3.0%) per share tax exempt 5,114 6,129
Interim paid:
2006 - Nil (2005 - 1.5%) per share tax exempt - 3,073
5,114 9,202
The net dividend per ordinary share as disclosed in the Income Statement takes into account the final proposed
dividends for the relevant current financial years.
22. SEGMENTAL INFORMATION

Segment information is presented in respect of the Group’s business and geographical segments. The primary
format, geographical segments by location of assets, is based on the Group’s management and internal reporting
structure. Inter-segment pricing is determined based on negotiated term.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis. Unallocated items mainly comprise interest-earning assets and revenue,
interest-bearing borrowings and expenses, and corporate assets and expenses.
Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are
expected to be used for more than one period.
Business segments
The Group is engaged principally in the manufacturing and trading of data storage media products and
accordingly, information by business segment on the Group’s operations is not presented.
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22. SEGMENTAL INFORMATION (cont’d)
Geographical segments
The manufacturing and trading of data storage segment are also operated in three other principal geographical
areas apart from Malaysia.
In presenting information on the basis of geographical segments, segment revenue is based on the
geographical location of assets. Segment assets are also based on the geographical location of the assets.
Malaysia Singapore Others Eliminations Consolidated

2006 2005 2006 2005 2006 2005 2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Geographical segments
by location of assets
Revenue from external

customers 708,366 532,676 326,431 372,020 - - - - 1,034,797 904,696
Revenue from transactions
with other segment assets 12,964 18,610 5,456 8,680 - - (18,420) (27,290) - -
Total revenue 721,330 551,286 331,887 380,700 - - (18,420) (27,290) 1,034,797 904,696
Segment results 106,258 70,805 21,976 22,515 - - - - 128,234 93,320
Unallocated expenses - -
Unallocated income - -
Operating profit 128,234 93,320

Interest income 426 330
Interest expense (46,077) (29,229)
Share of profit of
associates 4,209 4,213
Profit before taxation 86,792 68,634

Tax expense (26,558) (3,482)
Net profit for the year 60,234 65,152
Segment assets 975,303 797,357 291,865 249,703 - - - - 1,267,168 1,047,060

Investment in associates - - - - 64,242 62,203 - - 64,242 62,203
Other investment - - - - 1,335 - - - 1,335 -
Unallocated assets 65,349 36,002
Total assets 1,398,094 1,145,265
Segment liabilities (33,249) (46,473) (6,423) (9,387) - - - - (39,672) (55,860)

Unallocated liabilities (887,717) (671,265)
Total liabilities (927,389) (727,125)
Capital expenditure 71,360 440,564 767 63,426 - - - - 72,127 503,990

Depreciation 109,572 101,375 11,893 15,117 - - - - 121,465 116,492
Non-cash expenses (55) (146) (40) 4 - - - - (95) (142)
Malaysia East Asia North America Europe Others Consolidated

2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue from sales

to external customers
by location of
customers 40,262 13,160 439,421 285,414 350,027 353,365 195,798 241,103 9,289 11,654 1,034,797 904,696
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23. COMMITMENTS
Group
2006 2005
RM’000 RM’000
Capital commitments:

Contracted but not provided for
in the financial statements 110,878 28,475
The delivery of equipments contracted for as at 30 April 2006 will be spread out over the period to March 2008,
of which the timing of each equipment delivery will be at the sole discretion of one of the subsidiary.
24. CONTINGENT LIABILITIES - UNSECURED
Company
2006 2005
RM’000 RM’000
Guarantees and contingencies relating to borrowings of subsidiaries 551,547 209,474
Subsequent to the balance sheet date, the Company issued an unconditional and irrevocable
corporate guarantee of SGD11.5 million (equivalent to RM26.3 million) and USD3 million (equivalent to
RM10.8 million) respectively to licensed banks in Singapore for credit facilities granted to a subsidiary in
Singapore.
Amended and restated put option agreements

On 17 June 2005, the Company entered into the following two (2) agreements:
(a) the Amended and Restated Put Option Agreement with DEG - Deutsche Investitions - und
Entwicklungsgesellschaft mbH, a financial institution incorporated and existing as a limited liability company
under the laws of the Federal Republic of Germany, P.T. Megaplast Jayacitra, a corporation organised
and existing under the laws of the Republic of Indonesia (“PTMJ”), MJC (Singapore) Pte. Ltd., a corporation
organised and existing under the laws of the Republic of Singapore (“MJC”), Jimmy Samantha, an Indonesian
national (“JS”) and Edy Kusnadi, an Indonesian national (“EK”) in order to inter alia amend the provisions of
the Put Option Agreement dated 3 February 1999; and
(b) the Amended and Restated Put Option Agreement with International Finance Corporation, an international
organisation established by Articles of Association among its member countries including the Republic of
Indonesia, PTMJ, MJC, JS, EK in order to inter alia amend the Put Option Agreement dated 3 February 1999.
As a result, the Company undertakes to make good to DEG and IFC the payment obligations of MJC in the event
that MJC shall fail for any reason whatsoever to perform its payment obligations as stated in the DEG ARPOA and
IFC ARPOA. The total amount being guaranteed is RM26.2 million determined according to the formula set out in
the DEG ARPOA and IFC ARPOA.
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25. SIGNIFICANT EVENT DURING THE YEAR
(i) RM320 million Bai’ Bithaman Ajil Islamic Debt Securities (BaIDS)
On 29 August 2006, a notice was issued to the BaIDSholders for a Special Meeting to review and revise certain
financial covenants relating to the BaIDS. The Special Meeting is scheduled to be held on 8 September 2006,
whereby the Trustees are seeking approval from the BaIDSholders on the revised financial covenants.
To facilitate the proposed revision in financial covenants, the BaIDSholders, by way of circular resolution,
agreed to grant an exemption to the subsidiary, Memory Tech Sdn. Bhd. (“MTSB”) from the existing financial
covenants of the BaIDS from 29 August 2006 until the date of the Special Meeting.
Any approval of the revised financial covenants by the BaIDSholders shall be conditional upon approval from
the Syariah advisors, Securities Commission and any other relevant regulatory authorities.
The Directors are of the opinion (without prejudice) that MTSB would be in a financial condition to comply with
the proposed revised financial covenants for the foreseeable future.
(ii) Private placement of up to ten percent (10%) of the issued and paid up share capital of the Company
(“Proposed Private Placement”)
On 3 September 2004, the Company announced that it would implement a private placement of up to ten per
cent (10%) of the issued and paid up share capital of the Company. The Securities Commission had vide its
letter dated 29 September 2004 approved the Proposed Private Placement.
On 15 March 2005, the Securities Commission had vide its letter approved the Company’s application for an
extension of the deadline to implement the Proposed Private Placement for another six (6) months up to 28
September 2005.
On 22 September 2005, the Securities Commission had vide its letter approved the Company’s application
for further extension of the deadline to implement the Proposed Private Placement for another six (6) months
up to 28 March 2006.
On 23 March 2006, the Company announced that it has resolved to abort the Proposed Private Placement
after careful consideration.
26. OPERATING LEASES

Total future minimum lease payments under non-cancellable operating leases are as follows:
Group
2006 2005
RM’000 RM’000
Less than one year 1,429 395

Between one and five years 2,081 674
More than five years 2,816 3,256
6,326 4,325
The Group leases a number of factory facilities and a leasehold land under operating leases. The leases typically
run for an initial period of 2 years to 62 years. There is no option to renew the leases except for the factories with
an option to renew the leases after the lease period at such terms as may be agreed between the lessee and
lessor.
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27. RELATED PARTIES
Identity of related parties

The Company has a controlling related party relationship with its subsidiaries and the substantial shareholders of
the Company.
Significant transactions with related parties other than those disclosed elsewhere in the financial statements are
as follows:
Group Company
2006 2005 2006 2005
Transactions RM’000 RM’000 RM’000 RM’000
With associates
PT Megaplast Jayacitra*
Sale of products (21,471) (17,154) - -
Purchase of raw materials 7,625 14,635 - -
Fees received - (82) - -
With subsidiaries
Interest income receivable - - (7,983) (2,234)
Management fee receivable - - (600) (12)
Rental income receivable - - (72) (72)
* This company became the associate of the Group by virtue of MJC being a wholly owned subsidiary of the
Company.
These transactions have been entered into in the normal course of business and have been established under
negotiated terms.
28. FINANCIAL INSTRUMENTS
Financial risk management objectives and policies

Exposure to credit, interest rate, currency and liquidity risk arises in the normal course of the Group and the
Company’s business. The Group and the Company’s policies for managing such risks are summarised below:
Credit risk
Management has an informal credit policy in place and the exposure to credit risk is monitored on an ongoing
basis. Credit evaluations are performed on all customers requiring credit over a certain amount.
At balance sheet date, the three largest debtors of the Group accounted for 42% (2005 - 52%) of total trade
receivables. Except for this, there were no other significant concentrations of credit risk. The maximum exposure
to credit risk for the Group and for the Company are represented by the carrying value of the financial assets
presented in the balance sheet.
Interest rate risk

The Group’s and Company’s exposure to interest rate risk arises through the borrowings and is monitored on an
ongoing basis. The Group and Company manages its interest rate exposure by maintaining a mix of fixed and
floating rate borrowings. The Group and Company also uses hedging instruments such as interest rate swaps to
minimise its exposure to interest rate volatility.
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28. FINANCIAL INSTRUMENTS (cont’d)
Foreign currency risk

The Group incur foreign currency risk on sales and purchases that are denominated in a currency other
than Ringgit Malaysia. The currencies giving rise to this risk are primarily the Singapore Dollars and
US Dollars.
Exposure to foreign currency risks are monitored on an ongoing basis. Material foreign currency transaction
exposures are hedged, mainly with derivative financial instruments such as forward foreign exchange contracts.
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by management to
finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.
Effective interest rates and repricing analysis

In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates
their effective interest rate at the balance sheet date and the period in which they reprice or mature whichever is
earlier.
Effective
interest
rate per Within
annum Total 1 year
Group % RM’000 RM’000
2006
Financial assets
Deposits placed with a licensed bank 2.80 9,272 9,272
Financial liabilities
Bank overdrafts
- secured 8.32 2,772 2,772
- unsecured 7.44 2,344 2,344
Bills payables 5.27 276,021 276,021
Short term loans - secured 7.40 9,157 9,157
Long term loans - unsecured 6.31 228,375 228,375
Bai’ Bithaman Ajil Islamic Debt Securities 6.83 320,000 320,000
2005
Financial assets
Bank overdrafts
- secured 5.92 1,918 1,918
- unsecured 7.44 2,519 2,519
Bills payables 4.13 251,135 251,135
Short term loans - secured 7.40 9,268 9,268
Long term loans - secured 5.34 311,547 311,547
Convertible loans 3.15 9,657 9,657
Director’s loan 3.00 6,951 6,951
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Effective
interest
rate per Within
annum Total 1 year
Company % RM’000 RM’000
2006
Financial assets
Deposits placed with a licensed bank - - -
Long term loans - unsecured 6.31 228,375 228,375
2005
Financial assets
Long term loans - secured 4.77 239,400 239,400
Fair value
Recognised financial instruments

As at balance sheet date, the carrying amounts of trade and other receivables, cash and cash equivalents, trade
and other payables and short term borrowings approximate fair values due to the relatively short term nature of
these financial instruments.
The carrying amount of the long term loans approximate fair value as they are subject to variable interest rates
which in turn approximate the current market interest rate for a similar loan at balance sheet date.
Unrecognised financial instruments

The valuation of financial instruments not recognised in the balance sheet reflects their current market rates at the
balance sheet date.
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Unrecognised financial instruments (cont’d)

The contracted amount and fair value of financial instruments not recognised in the balance sheet as at
30 April 2006 is:
Group Company
Contracted Fair Contracted Fair
Amount value Amount value
RM’000 RM’000 RM’000 RM’000
2006
Interest rate swap agreements 228,375 4,288* 228,375 4,288*

Forward foreign exchange contracts 8,267 8,296 - -
2005
Interest rate swap agreements - - - -

Forward foreign exchange contracts - - - -
* The above interest rate swap is to hedge the interest rate payable on the foreign currencies borrowings as
mentioned in Note 10.1, USD63 million (RM228,375,000) (2005: USDNil (RMNil)). The Company will pay a
fixed rate of 3.95% per annum on contracted amount throughout the tenure of the swap and receive 6 months
SIBOR for the days when SIBOR is within a range of 0% - 5.5%.
Contracted Within 1-5 After

Amount 1 year years 5 years
Group RM’000 RM’000 RM’000 RM’000
2006
Forward foreign exchange contracts 8,267 8,267 - -
2005
Forward foreign exchange contracts - - - -
29. COMPARATIVE FIGURES

The following comparatives figures have been restated to conform with current year’s presentation.
Group
As
As previously
restated stated
RM’000 RM’000
Cash flow statement

Trade and other receivables (62,705) (24,672)
Purchase of property, plant and equipment (409,765) (476,323)
Deposits for machineries (28,525) -
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ANALYSIS OF SHAREHOLDINGS
AS AT 30 AUGUST 2006
A. Distribution of Shareholders as at 30 August 2006
Authorised Share Capital : 500,000,000 ordinary shares of RM1.00 each

Issued and Paid-Up Share Capital : 205,576,525 ordinary shares of RM1.00 each
Class of Shares : Ordinary Shares of RM1.00 each
Voting Rights : One vote per ordinary share (on a poll)
No. of % of Total No. of % of Total

Size of Shareholdings Shareholders Shareholders Shares # Shares #
1 - 99 166 2.00 10,391 0.01

100 - 1,000 798 9.64 617,798 0.30
1,001 - 10,000 5,109 61.69 23,268,520 11.46
10,001 - 100,000 2,004 24.20 57,608,434 28.36
100,001 to less than 5% of issued shares 203 2.45 100,804,923 49.63
5% and above of issued shares 2 0.02 20,791,459 10.24
Total 8,282 100.00 203,101,525 100.00
# Based on the issued and paid-up share capital of the Company of RM205,576,525 comprising 205,576,525
ordinary shares and after deduction of 2,475,000 treasury shares retained by the Company as per Record of
Depositors.
B. List of Top Thirty (30) Largest Shareholders as at 30 August 2006
No. of % of Total
Name of shareholders shares Shares #
1 HDM Nominees (Asing) Sdn. Bhd. 10,573,249 5.21

Phillip Securities Pte Ltd For Yeo Wee Siong
2 Lembaga Tabung Haji 10,218,210 5.03
3 HSBC Nominees (Tempatan) Sdn. Bhd. 7,320,750 3.60
Pledged Securities Account For Mohammed Rashdan bin Mohd Yusof
4 Bumiputra-Commerce Nominees (Asing) Sdn. Bhd. 6,250,000 3.08
Pledged Securities Account For Yeo Wee Siong (22524 PAND)
5 Yeo Wee Siong 5,940,997 2.93
6 Bumiputra-Commerce Nominees (Tempatan) Sdn. Bhd. 4,890,000 2.41
Pledged Securities Account For Mohd Adam bin Che Harun (22523 PAND)
7 Universal Trustee (Malaysia) Berhad 3,200,000 1.58
Malaysian Assurance Alliance Bhd
8 AllianceGroup Nominees (Tempatan) Sdn. Bhd. 3,107,006 1.53
Pledged Securities Account For Mohd Adam bin Che Harun (700039)
9 Yeo Khee Nam 2,550,000 1.26
10 AMMB Nominees (Tempatan) Sdn.Bhd. 2,066,000 1.02
KAF Fund Management Sdn.Bhd. (7/862-1)
11 Amanah Raya Nominees (Tempatan) Sdn. Bhd. 2,000,000 0.98
Mayban Dana Yakin
12 Employees Provident Fund Board 1,978,950 0.97
13 CitiGroup Nominees (Tempatan) Sdn. Bhd. 1,920,000 0.94
Pledged Securities Account For Brahmal A/L Vasudevan
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ANALYSIS OF SHAREHOLDINGS ( CONT’D)
B. List of Top Thirty (30) Largest Shareholders as at 30 August 2006 (cont’d)
No. of % of Total
Name of shareholders shares Shares #
14 Zainuddin Bin Che Din 1,838,250 0.90

15 HDM Nominees (Tempatan) Sdn. Bhd. 1,664,005 0.82
Pledged Securities Account For Curahan Cekal Sdn. Bhd. (M10)
16 EB Nominees (Tempatan) Sendirian Berhad 1,497,900 0.74
Pledged Securities Account For Mohd Adam bin Che Harun (SFC)
17 Lim Su Han @ Lim Soe Han 1,433,480 0.71
18 Tan Soo Sie 1,398,200 0.69
19 Ng Kim Huat 1,155,300 0.57
20 A.A. Assets Nominees (Tempatan) Sdn. Bhd. 1,124,880 0.55
Avenue Invest Berhad For Koay Hean Eng (C00200)
21 Kuala Lumpur City Nominees (Tempatan) Sdn. Bhd. 1,000,000 0.49
Pledged Securities Account For Tan Teck Piow
22 CitiGroup Nominees (Asing) Sdn. Bhd. 1,000,000 0.49
Bear Stearns Securities Corp For FPP Emerging Markets Fund II Limited
23 Lee See Jin 983,700 0.48
24 Public Nominees (Tempatan) Sdn. Bhd. 935,000 0.46
Pledged Securities Account For Teh Swee Heng (E-SS2)
25 Md Noor bin Nordin 904,700 0.45
26 Amanah Raya Nominees (Tempatan) Sdn. Bhd. 885,000 0.44
Mayban Dana Ikhlas
27 Ng Teng Siang 855,000 0.42
28 Ho, Wei-Hua 854,700 0.42
29 Universal Trustee (Malaysia) Berhad 800,000 0.39
MUI Continental Insurance Bhd
30 KAF Nominees (Tempatan) Sdn. Bhd. 780,000 0.38
KAF Fund Management Sdn.Bhd. for Abu Talib bin Othman
Total 81,125,277 39.94
C. Substantial Shareholders as at 30 August 2006

(as shown in the Register of Substantial Shareholders)
Direct No. % of Total Indirect No. % of Total

Name of Shareholders of Shares Shares # of shares Shares #
1 Yeo Wee Siong 22,764,246 11.21 - -

2 Lembaga Tabung Haji 10,218,210 5.03 - -
32,982,456 16.24 - -
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ANALYSIS OF WARRANT HOLDINGS
A. Distribution of Warrant Holders as at 30 August 2006
Exercise Price : RM1.60 per ordinary share

Exercise Period : 13 August 2004 up to 13 August 2009
No. of % of Total
Warrant Warrant No. of % of Total
Size of Warrant Holdings Holders Holders Warrants Warrants
1 - 99 76 2.58 3,947 0.01

100 - 1,000 647 21.92 486,855 0.68
1,001 - 10,000 1,519 51.47 6,546,640 9.21
10,001 - 100,000 614 20.81 20,867,720 29.33
100,001 to less than 5% of issued warrants 93 3.15 30,736,238 43.20
5% and above of issued warrants 2 0.07 12,500,000 17.57
Total 2,951 100.00 71,141,400 100.00
B. List of Top Thirty (30) Warrant Holders as at 30 August 2006
No. of % of Total
Name of Warrant Holders warrants Warrants
1 Bumiputra-Commerce Nominees (Asing) Sdn. Bhd. 6,250,000 8.79

Pledged Securities Account For Yeo Wee Siong (22524 PAND)
2 Bumiputra-Commerce Nominees (Tempatan) Sdn. Bhd. 6,250,000 8.79
Pledged Securities Account For Mohd Adam bin Che Harun (22523 PAND)
3 SJ Sec Nominees (Tempatan) Sdn. Bhd. 3,000,000 4.22
Pledged Securities Account For Brahmal A/L Vasudevan (SMT)
4 HSBC Nominees (Tempatan) Sdn. Bhd. 1,834,400 2.58
Pledged Securities Account For Mohammed Rashdan bin Mohd Yusof
5 Yeo Wee Siong 1,667,998 2.35
6 Lembaga Tabung Haji 1,374,760 1.93
7 Wong Swee Lan 1,019,000 1.43
8 Zainuddin bin Che Din 887,600 1.25
9 Lee Chut Wah 797,300 1.12
10 Ong Kim Koi 689,400 0.97
11 Chang, Tzung-Yaur @ Eddy Chang 685,100 0.96
12 HDM Nominees (Asing) Sdn. Bhd. 640,000 0.90
Philip Securities Pte Ltd For Chew Chiew Hor
13 Tan Soo Sie 563,600 0.79
14 HDM Nominees (Tempatan) Sdn. Bhd. 537,080 0.76
Pledged Securities Account For Curahan Cekal Sdn. Bhd. (M10)
15 Malacca Equity Nominees (Tempatan) Sdn. Bhd. 520,000 0.73
Pledged Securities Account For Lai Siew Leong
16 AHN Sdn. Bhd. 449,000 0.63
17 Mayban Nominees (Tempatan) Sdn. Bhd. 404,000 0.57
Pledged Securities Account For Lim Chee Meng
18 CitiGroup Nominees (Asing) Sdn. Bhd. 400,000 0.56
UBS AG Singapore For EuroChina Limited
19 Wee Choo Phua 387,000 0.54
Phillip Securities Pte Ltd For Boedi Arifianto
21 CIMSEC Nominees (Asing) Sdn. Bhd. 370,000 0.52
ING Asia Private Bank Limited For Broslink Assets Ltd AH
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ANALYSIS OF WARRANT HOLDINGS ( CONT’D)
B. List of Top Thirty (30) Warrant Holders as at 30 August 2006 (cont’d)
No. of % of Total
Name of Warrant Holders warrants Warrants
22 United Overseas Nominees (Tempatan) Sdn. Bhd. 361,600 0.51

Pledged Securities Account For Tan Seng Kow (MJK)
23 Tan Kay Hwa 354,900 0.50
24 Wong Siew Ling 350,000 0.49
25 Public Nominees (Tempatan) Sdn. Bhd. 336,600 0.47
Pledged Securities Account For Teh Swee Heng (E-SS2)
UOB Kay Hian Pte Ltd For Phua Tiong Beng
27 Lim Su Guan 320,000 0.45
28 Lee Sai Ling 308,000 0.43
29 OSK Nominees (Tempatan) Sdn. Berhad 304,000 0.43
EON Finance Berhad For Nordin bin Yusof
30 Ho Chu Chai 300,000 0.42
Total 32,076,538 45.09
STATEMENT OF DIRECTORS’ INTEREST

Directors’ Interest in Shares
Direct No. % of Total Indirect No. % of Total No. of Shares

Name of Directors of Shares Shares # of Shares Shares # Options
1 Dato’ Dr. Mohd Adam

bin Che Harun 9,455,906 4.66 - - 1,000,000
2 Major General (R) Datuk
Dr. Nordin bin Yusof 1,085,800 0.53 93,750 * 0.05 300,000
3 Yeo Wee Siong 22,764,246 11.21 - - 800,000
4 YB Datuk Rosli bin Mat Hassan - - - - -
5 Redzuan bin Abdul Rahman - - - - -
6 Alice Kuek Ai-Lee 100,000 0.05 - - 400,000
33,405,952 16.45 93,750 0.05 2,500,000
* Deemed interest by virtue of the shareholding of his spouse in Megan Media Holdings Berhad pursuant to Section
6A of the Companies Act, 1965.
Directors’ Interest in Warrants
No. of % of Total Indirect No. % of Total

Name of Directors Warrants Warrants of Warrants Warrants
1 Dato’ Dr. Mohd Adam bin Che Harun 6,322,400 8.89 - -

2 Major General (R) Datuk Dr. Nordin bin Yusof 372,800 0.52 - -
3 Yeo Wee Siong 7,917,998 11.13 - -
4 YB Datuk Rosli bin Mat Hassan - - - -
5 Redzuan bin Abdul Rahman - - - -
6 Alice Kuek Ai-Lee - - - -
14,613,198 20.54 - -
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SCHEDULE OF SHARE BUY-BACK
FOR THE FINANCIAL YEAR ENDED 30 APRIL 2006
No. of shares Purchase Average

Purchased & Price Cost
Retained As Per Share (RM) Per Share Total Cost
Monthly Breakdown Treasury Shares Lowest Highest RM RM
May 2005 - - - - -
June 2005 - - - - -
July 2005 - - - - -
August 2005 - - - - -
September 2005 - - - - -
October 2005 - - - - -
November 2005 482,000 0.96 1.08 1.02 493,441.45
December 2005 - - - - -
January 2006 500,000 0.76 0.78 0.77 384,502.20
February 2006 - - - - -
March 2006 22,000 0.60 0.62 0.61 13,458.58
April 2006 - - - - -
Total 1,004,000 0.59 1.08 0.89 891,402.23
During the financial year, all the shares purchased by the Company were retained as treasury shares. As at
30 April 2006 a total of 2,475,000 ordinary shares were held as treasury shares. None of the treasury shares were
resold or cancelled during the financial year.
PARTICULARS OF GROUP’S PROPERTIES

AS AT 30 APRIL 2006
Approximate
Land Area Date of Last Tenure Age of Net Book
Address Description (Square Revaluation (R) Building Value
Meter) or Acquisition (A) (Years) (RM’000)
Lot No. 4895 Factory 7,631.2 12 Oct 2000 (A) Freehold 26 11,836
Mukim of &
Damansara Warehouse
District of
Petaling
State of Selangor
Lot 1016 TS 17 Leasehold

42 Kallang Place Warehouse 1,462.3 30 June 1997 (A) expiring 25 5,734
Singapore 339170 Sept 2030
Lot No. 4889

Mukin of
Damansara Warehouse 9,988.3 6 Jan 2006 (A) Freehold 13 11,978
District of
Petaling
State of Selangor
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Megan Media Holdings Berhad
COMPANY NO. 497267 - U
FORM OF PROXY
No. of shares held
I/We
(Full name in capital letters)
of
(Full Address)
being a member/members of MEGAN MEDIA HOLDINGS BERHAD, hereby appoint
(Full Name)
of
(Full Address)
or failing him/her
(Full Name)
of
(Full Address)
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting (“AGM”) of the Company to
be held at Room Pahlawan 7 & 8, Level 5 The Summit Hotel, Persiaran Kewajipan USJ 1, 47600 UEP Subang Jaya,
Selangor Darul Ehsan on Monday, 30 October 2006 at 10.30 a.m. and, at any adjournment thereof for/against the
resolutions to be proposed thereat.
My/our proxy/proxies is/are to vote as indicated below.
Ordinary Resolution For Against

Resolution 1 Adoption of Audited Financial Statements and Reports of Directors
and Auditors
Resolution 2 Approve the Payment of Directors’ fees
Resolution 3 Re-election of Director – Redzuan bin Abdul Rahman
Resolution 4 Re-election of Director – Dato’ Dr. Mohd Adam bin Che Harun
Resolution 5 Re-election of Director – Alice Kuek Ai-Lee
Resolution 6 Re-appointment of Messrs. KPMG as Auditors
Resolution 7 Authority to Directors to issue and allot shares pursuant to section
132D of the Companies Act, 1965
Resolution 8 Authority to Directors to issue and allot shares under the
Employees Shares Option Scheme
Resolution 9 Renewal of authority for the purchase by Megan Media Holdings
Berhad of its own shares
(Please indicate with an “X” in the space provided above as to how you wish your votes to be casted. If you do not do
so, the proxy will vote at his discretion.)
As witness my/our hand(s) this day of 2006
Signature of Member / Common Seal

Notes:-
1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the
Company.
2. To be valid, this form, duly completed must be deposited at the Registered Office of the Company at 910 (Suite 2), Block B, Phileo Damansara II, No. 15,
Jalan 16/11, Off Jalan Damansara, 46350, Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding of the AGM Provided That
in the event the member(s) duly executes the form of proxy but does not name the proxy, such member(s) shall be deemed to have appointed the Chairman
of the meeting as his/her/their proxy, Provided Always that the rest of the proxy form, other than the particulars of the proxy have been duly completed by the
member(s).
3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided that the provisions of Section 149(1)(c) of the
Companies Act, 1965 are complied with.
4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by
each proxy.
5. If the appointer is a corporation, this form must be executed under its common seal or under the hand of an officer or attorney duly authorised.
please fold here
Affix
Stamp
Megan Media Holdings Berhad (497267-U)

910 (Suite 2), Block B, Phileo Damansara II
No. 15, Jalan 16/11, Off Jalan Damansara
46350 Petaling Jaya
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Table of

To consider and if thought fit, to pass the following Ordinary Resolutions:-

(c) revoked or varied by ordinary resolution passed by the shareholders in general

whichever occurs first; and

By order of the Board

WONG AI LENG (MIA 7806)

EXPLANATORY NOTES ON SPECIAL BUSINESS

2. Resolution pursuant to Employees Shares Option Scheme

THIS STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

SHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS’

2. DETAILS OF THE PROPOSED SHARE BUY-BACK

3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK

Before Proposed Share Buy-Back* After Proposed Share Buy-Back

Before Proposed Share Buy-Back* After Proposed Share Buy-Back

Before Proposed Share Buy-Back* After Proposed Share Buy-Back

Redzuan bin Abdul - - - - - - - -

5. EFFECTS OF THE PROPOSED SHARE BUY-BACK

5.1 Share Capital

5.2 Net Asset (“NA”) per share

5.3 Working Capital and Cash Flow

5.4 Earnings Per Share (“EPS”)

5.6 Public Shareholding Spread

6. IMPLICATION RELATING TO THE CODE

(RM’000) (RM’000) (RM’000)

(RM’000) (sen) (sen)

Turnover (RM’000) 139,078 217,078 585,431 904,696 1,034,797

Profit After Tax (RM’000) 23,687 28,664 50,842 65,152 60,234

Paid-up Capital (RM’000) 70,219 78,157 88,855 205,576 205,576

Shareholders’ Fund (RM’000) 133,142 173,828 247,113 418,140 470,705

Net Basic EPS (sen) 19.66 21.50 34.54 34.20 29.48

Gross Dividen Per Share (sen) 7 7 3 4 -

BOARD OF DIRECTORS AUDITOR

Yeo Wee Siong

YB Datuk Rosli bin Mat Hassan PRINCIPAL PLACE OF BUSINESS

COMPANY SECRETARY STOCK EXCHANGE LISTING

REGISTERED OFFICE PRINCIPAL BANKERS

Dato’ Dr. Mohd Adam

* Alice Kuek Ai-Lee is not in the picture.

Dato’ Dr. Mohd Adam bin Che Harun

Major General (R) Datuk Dr. Nordin bin Yusof

Yeo Wee Siong

Alice Kuek Ai-Lee

YB Datuk Rosli bin Mat Hassan

Redzuan bin Abdul Rahman

Dear Fellow Shareholders

ANALYSIS OF GROUP’S FINANCIAL PERFORMANCE

SIGNIFICANT MILESTONES EVENTS

CORPORATE GOVERNANCE AND RISK MANAGEMENT

CAPITAL EXPENDITURE AND DIVIDEND

INDUSTRY TRENDS AND DEVELOPMENT

PROSPECTS OF THE GROUP

CHANGES IN THE BOARD

DATO’ DR. MOHD ADAM BIN CHE HARUN

Para Pemegang Saham,

ANALISA PRESTASI KUMPULAN

TADBIR URUS KOPERAT DAN PENGURUSAN RISIKO

MMHB akan terus memantau akan perkembangannya

Details Of Attendance At Board Meetings

Name Of Director No. Of Meetings Attended

Details Of The Board Of Directors’ Meetings

Date : 28 June 2005

Date : 27 September 2005

Date : 29 December 2005