48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
Company No: 198401008705 (121237-P) FURTHER STATUTORY AND GENERAL INFORMATION In accordance with the provisions of the Interest Schemes Act 2016 the following information is included in this Statement and forms part of it. 6. VALIDITY PERIOD OF STATEMENT No Memberships will be sold on the basis of this Statement later than one (1) year after the date of this Statement unless the Statement has been updated where necessary and a current Statement lodged with and registered by the Registrar of Companies. 7. NO OBLIGATION TO REPURCHASE BY COMPANY The company shall not be obligated or required under any circumstances whatsoever to purchase any of the Memberships at the request of the Members. 8. DEED OF TRUST (1) A Deed of Trust dated the 13th day of May 1993 has been entered into between the Company of the first part, the Trustee of the second part and the Members of the third part in respect of the Memberships to which this Statement relates. A copy of the Deed of Trust is available for inspection by Members and Applicants at the Club during normal business hours free of charge. (2) Under the terms of the Deed of Trust, specific provisions are stipulated therein on the following duties of the Trustee namely :- (a) to exercise due diligence and vigilance in carrying out its duties and overseeing the rights and interests of the Members; (b) to establish a trust account for the Company in respect of Membership Fees payable by the Members to the Company and the release of such monies thereof to the Company; (c) to establish a sinking fund for the purposes of covering the costs of periodic major repairs and replacements to the Club; and (d) to establish a channel of communication between the Members’ Liaison committee and the Company and the conduct of meetings of the Members for purposes of electing members of the Liaison committee. 9. A summary of the provisions contained in the Deed of trust relating to the above salient points are set out below. Applicants should refer to the Deed of trust for its full terms and effect. 67
Company No: 198401008705 (121237-P) (1) Duties of Trustee The Trustee shall:- (a) exercise all due diligence and vigilance in carrying out its functions and duties and overseeing the rights and interests of the Members; (b) deal with the funds in the trust accounts in the manner stipulated under the Deed of Trust; (c) ensure that the Register of Members is properly maintained by the Company; and (d) ensure that the Club is adequately covered by insurance for the duration of the term of the Memberships. (2) Trust Account (a) The Trustee shall cause to be established a Trust Account in the name of the Trustee for the Company with a reputable bank for the purpose of depositing and holding on trust all Membership Fees received by the company as from the date of the Deed of Trust. (b) The Trustee shall place the Membership Fees deposited in the Trust Account in interest earning deposit account and all interest earned thereon shall be accumulated to the principal until release thereof by the Trustee. (c) The Trustee shall release the monies held in the Trust Account to the Company in the following manner:- (i) or the purpose of redevelopment of refurbishment of the Club or any part thereof, either:- (x) progressively against the progressive completion of the redevelopment or refurbishment based on architect’s or quantity surveyor’s certificates of expenditure incurred by the Company in the redevelopment or refurbishment. In this respect, the Trustee shall release to the Company from the monies deposited in the Trust Account the sums stipulated in the architect’s or quantity surveyor’s certificate upon production of such certificate; or 68
Company No: 198401008705 (121237-P) (xx) upon the Company furnishing to the Trustees security in value equal to the amount the Company requests to be released to it and such security to be furnished may be in the form of bonds, letters or credit or such other form of security acceptable to the Trustee; (ii) upon the Company having accepted the Applicant’s application for Membership and executed and the Membership Agreement with the Applicant; (iii) if the Applicant or member has defaulted in full payment of the Membership fees in accordance with the schedule of payment stipulated by the Company, the Trustee shall release any monies paid in respect of such Membership Fees to the Company in accordance with the terms of the agreement between such Applicant or Member and the Company. (d) Any Membership Fees deposited into the Trust Account by the Company prior to the expiry of the Cooling-Off Period shall be held in trust by the Trustee for the Applicant until the expiry of the Cooling-Off Period and in the event that any application is withdrawn by an Applicant during the Cooling-Off Period, the Trustee shall return such Membership Fees free of interest to the Applicant. (3) Sinking Fund (a) The Trustee shall cause to be established a separate trust account in the name of the Trustee for the Company with a reputable bank for the purpose of setting up a Sinking Fund by the Company to cover costs for periodic major repairs or replacements of the facilities of the Club. (b) The Company shall deposit a sum equivalent to not less than 10% of the total monthly subscriptions paid by the Members into the Sinking Fund within thirty (30) days after receipt by the Company of the monthly subscription moneys from the Members. (c) All sums deposited into the Sinking Fund may be invested by the Trustee in suitably liquid and secured investments and any interest earned thereon shall be accumulated to the principal monies in the Sinking Fund. (d) The Trustee shall release to the Company such expenditure as the Company shall incur in respect of any periodic major repairs or replacements to the Club. 69
Company No: 198401008705 (121237-P) (4) Liaison Committee (a) The Company and the Trustee shall ensure that a Liaison Committee is established for the purpose of establishing a channel of communication between the Company and the Members. (b) The Liaison Committee will consist of five (5) Members (none of whom shall be related directly or indirectly to the Company or its related corporations) who shall be appointed by the Members from amongst their number at an annual general meeting convened for that purpose. (c) The Liaison Committee shall be entitled to advise the Trustee of their views on the activities and management of the Club but the Liaison Committee and the Members shall not at any time be or be deemed to be vested with any right or power to participate in or interfere with the management or operation of the Club, or to enforce the provisions of the Deed of Trust without the concurrence of the Trustee. (5) Meeting of Members (a) A meeting of the Members may be convened by the Trustees or the Company for the purpose of :- (i) electing Members to be appointed as members of the Liaison Committee; (ii) removing the Trustee; and (iii) approving amendments or modifications to the Deed of Trust (b) Not less than fourteen (14) days’ notice shall be given of any such meeting of the Members and such notice shall specify the general nature of the business to be transacted. (c) A meeting summoned under this Clause shall be held under the chairman of such person as is appointed in that behalf by the members present at the meeting or where no such appointment is made, a nominee of the Trustee or representative approved by the Registrar of Companies. (d) Every question arising at any meeting shall be decided in the first instance by a show of hands unless a pool be demanded or if it be a question which under this Deed requires an Extraordinary Resolution, in which case a pool shall be taken. On a show of hands every Member who is present in person or by proxy shall have one vote. (e) A pool may be demanded before or immediately after any question is put to a show of hands. 70
Company No: 198401008705 (121237-P) (f) A pool may be demanded by the chairman of the meeting, the Trustee, the Company or by Members holding (or representing by proxy) between them not less than one tenth of the total number of Memberships issued by the Company then. Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. (g) If a poll is duly demanded it shall be taken in such manner as the chairman may direct and result of a poll be deemed to be the resolution of the meeting at which the poll was demanded. Upon a poll every Member present in person or by proxy shall have one vote for every Membership held by him. (h) Every Member may vote personally or by proxy. The proxy appointed must be a Member of the Club. Notwithstanding anything to the contrary herein contained, a Member shall not be entitled to vote at any meeting unless and until the Membership Fees payable by him have been paid in full and provided he is not in breach of any of the terms and conditions of his Membership Agreement. (i) In the case of Members who are corporation, such members may vote either by its representative or by proxy. A member who is corporation shall have only one vote. (j) Every instrument of proxy whether for a specific meeting or otherwise shall as nearly as circumstances admit be in the following form or in such other form as the Trustee may agree with the Company:- I/We being a Member hereby appoint (Membership No. ) or failing him, the chairman of the meeting, my/our proxy to vote for me/us and on my/our behalf at the meeting of Members to be held on the day of 20 and at any adjournment thereof. SIGNED by the said on the day of 20 in the presence of:- (Witness’s signature) (Signature of Member) 71
Company No: 198401008705 (121237-P) (k) The instrument appointing a proxy shall be duly stamped (if required) and deposited at the office of the Company not less than forty-eight hours before the time of holding the meeting or adjourned meeting as the case may be at which the person named in such instrument proposes to vote. (l) The quorum for a meeting shall be one-tenth in number of the Members, present in person or by proxy. No business shall be transacted at any meeting unless the requisite quorum is present at the commencement of business. (m) If within one (1) hour from the time appointed for the meeting a quorum is not present the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to such day and time being not less than fifteen (15) days thereafter and to such place as may be appointed by the Company or the Trustee and at such adjourned meeting the Members present in person or by proxy shall be a quorum for the transaction of business including the passing of Extraordinary Resolutions. At least seven (7) days’ notice of any adjourned meeting of Members shall be given in the same manner as for an original meeting and such notice shall state that the Members present at the adjourned meeting whatever their number and the number of Memberships held by them will form a quorum. (n) Any resolution passed at a meeting shall be binding upon all members whether present or not present at the meeting and each of the Members and the Trustee and the Company shall subject to the provisions relating to indemnity in this Deed contained be bound to give effect thereto accordingly. (o) The Company shall within twenty-one (21) days after receipt by the Company at its registered office of a requisition from not less than fifty or one-tenth in number, whichever is the lesser, of the Members to convene a meeting for any of the purposes herein above provided or for the purpose of laying before the meeting the accounts and balance sheet which were laid before the last preceding annual general meeting of the Company or the last audited statement or accounts of the Trustee and for the purpose of giving such directions as the meeting thinks proper to the Trustee, by giving notice at least seven (7) days before the proposed meeting by letter addressed to each of the Members at his address as stated in the Register of Members and publishing at least fourteen (14) days before the proposed meeting by advertisement in a newspaper circulating generally throughout Malaysia, convene a meeting of the Members not later than two (2) months from the date of such notice, under the chairmanship of :- 72
Company No: 198401008705 (121237-P) (i) such person as is appointed in that behalf by the Members present at the meeting, or (ii) where no such appointment is made, a nominee of the Trustee or a representative approved by the Registrar of Companies and such meeting shall be conducted in accordance with the provisions of the Deed of Trust or in so far as the Deed of Trust makes no provision, as directed by the chairman of the meeting. (p) The Trustee shall comply with such directions as shall be determined by the meeting requisitioned by the Members unless such compliance is inconsistent with the Deed of Trust or the provisions of the Interest Schemes Act 2016 and the Trustee shall not be liable for anything done or omitted to be done by him by reason only of his following such directions as aforesaid. (q) Where the Trustee is of the opinion that any such direction is inconsistent with the Deed of Trust or the provisions of the Interest Schemes Act 2016 or is otherwise objectionable the Trustee may apply to the Court for an order confirming, setting aside or varying such direction. 10. A summary of the provisions contained in the Deed of Trust governing the remuneration, retirement, removal and replacement of the Trustee are set out below. Applicants should refer to the Deed of Trust for its full terms and effect. (1) Retirement, removal and replacement of trustee (a) The Trustee may retire upon giving twelve (12) months notice to the Company of its desire so to do, or such shorter period as the Company and the Trustee shall agree, and may by deed appoint in his stead or as an additional trustee a new trustee approved by such authority as may be prescribed by or under any written Law and by the relevant authorities. (b) On the retirement of the Trustee under the foregoing provision the Company shall be entitled to appoint in writing some other corporation approved by the relevant authorities to be the trustee. (c) The Trustee shall on retirement vest the Trust Account and Sinking Fund or cause the same to be vested in such new trustee and deliver all books, documents, records and other property whatsoever relating to the same to the new trustee. The costs and expenses incidental thereto shall be paid by the Company. (d) The corporation so appointed shall execute a deed in such form as the Company may require whereby such corporation shall undertake to the Company and the members jointly and severally all the obligations of the retiring Trustee and from the date thereof the retiring trustee shall be absolved and released from all further obligations under the Deed of Trust PROVIDED THAT any release so provided for shall not extend to any antecedent neglect by or default of such retiring Trustee. The new Trustee shall and may thereafter exercise all the powers and enjoy all the rights and shall be subject to all duties and obligations of the trustee. 73
Company No: 198401008705 (121237-P) (e) The Company shall entitled to settle with the Trustee the amount of any sums payable by the Trustee to the Company or by the Company to the Trustee and to give or accept from the trustee discharge in respect thereof and any such agreement or discharge shall (except in the case of fraud or any antecedent neglect or default or breach of trust on the part of the Trustee or any antecedent breach of its duties imposed by statute or rule of law) be conclusive and binding upon all parties and in particular even though no new trustee is appointed in its place the Company may make such arrangements as it thinks fit for the discharge of the Trustee from any existing liability and any liability which might thereafter arise and may discharge the Trustee in accordance with such arrangements and any such discharge shall (except as aforesaid) be conclusive and binding PROVIDED ALWAYS THAT no settlement or surcharge shall be binding on the Members or affect any liability of the Trustee or the Company to the Members. (f) The Trustee may be removed and another Trustee appointed by Extraordinary Resolution of the Members at a duly convened meeting of which notice has been given to the trustee and the Company. The Company will upon receipt of a notice summon a meeting of the Members for the purpose of considering and if thought fit passing a resolution for the removal of the trustee. (2) Remuneration of Trustee Unless varied by mutual agreement of the Company and the Trustee, the Company shall at its own cost pay the Trustee by way of remuneration for its services hereunder the sum of Ringgit Eight Thousand (RM8,000.00) per annum for the duration of its appointment as Trustee hereunder payable upon the execution of this Deed and at each anniversary thereof. The Company will also reimburse the trustee in respect of expenses incurred by the Trustee in the performance of its duties hereunder. 74
Company No: 198401008705 (121237-P) 11. THE AUDITOR, ACCOUNTS AND AUDIT (1) The Trustee shall appoint the Auditor who shall be an approved company auditor (within the meaning of the Companies Act 1965) and who shall hold office subject to the succeeding subclause or until such time as he may voluntarily retire by notice in writing to the Trustee. (2) The Trustee may if deemed appropriate remove the Auditor at any time and appoint another Auditor in his place. (3) The Trustee shall cause proper records and accounts to be kept of all monies received by him in respect of the Trust Account and the Sinking Fund and of all disbursements made by him thereout. The Trustee shall maintain full and proper records of any investments made by the trustee from the monies in the trust accounts. All such records shall be open to inspection by the Company at any time during usual business hours. (4) The Auditor shall audit such accounts at the end of each financial year and certify the said accounts and a copy of the Auditor’s report shall be made available to the Company by the Trustee. (5) The Trustee shall send or cause to be sent each of the Members by post a statement of the accounts with the report of the Auditor thereon within two (2) months of the end of each financial year. 12. MISCELLANEOUS STATUTORY INFORMATION (a) No property to which the Membership interest relates is or will become vested in the Trustee. The Membership confers on a member merely the non-exclusive right to us and enjoy the facilities of the Club and is not an interest which relates to any property. (b) The Membership does not consist of rights or interests in or arising out of an investment relating to property that ordinarily depreciates in value through use or effluxion of time. As such no provision has been made or needs to be made for the replacement of any such property. However as provided in Clause 3(2)(a) above any facility of the Club withdrawn by the Company will be substituted with such other facility as the Company shall deem appropriate. It is further provided in Clause 12(1) of the Deed of Trust that the costs of major repairs or replacements of the Club’s facilities shall be met from the Sinking fund set up for such purpose. (c) There is no property to which the membership relates which was or will be purchased from any vendor and no director of the Company has any interest in the business of any such vendor or in any such property. (d) There is no investment made or property held in relation to the Membership which requires valuation. 75
Company No: 198401008705 (121237-P) (e) There will be no distribution to the Members of any income or profits derived from the Club and its operations and no income yield is likely to be obtained by the holders of the Membership interests. (f) Save for the Memberships herein, there is no other undertaking, scheme, enterprise or investment contact involving the issue of interests to the public conducted by the Company within the five years immediately preceding the date of this Statement. (g) There is no deed or instrument by which any provisions of the approved deed relating to the Memberships has been amended or abrogated. 13. CONSENTS (1) The consent of the Reporting Accountants to the inclusion in this Statement of their name and Accountants’ Report in the manner and form in which they appear in this Statement have been given before the issue of this Statement and have not subsequently been withdrawn. (2) The consents of the Auditors for the Company and the Trustee to the inclusion in this Statement of their respective names in the manner and form in which they appear in this Statement have been given before the issue of this Statement and have not subsequently been withdrawn. 14. DIRECTORS’ RESPONSIBILITY STATEMENT This Statement has been seen and approved by the Directors of the Company and they jointly and severally accept full responsibility for the accuracy of the information given herein and confirm after having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. [THIS REMAINING SPACE HAS BEEN LEFT BLANK INTENTIONALLY] 76
Company No: 198401008705 (121237-P) Annexure - Types of membership Golfing Descriptions (i) Founder Licence For the first 500 golf members who joined during the opening of the Club (ii) Charter Licence Individual Golf membership (includes family members) (iii) Honorary Licence Golf membership given to Diplomat & VVIP without entrance fees (iv) Founder Director Licence Golf membership given to the initial Club Directors (v) Term Licence (for Non-Malaysia) Individual Golf membership for expatriate only (vi) Corporate Licence Golf membership for Corporate (Company) (vii) Charter “A” Licence Special Golf membership promotion (family) (viii) Charter (Single) License Golf membership for individual (single) Regular License (i) Regular License Individual Non-Golf membership (includes family member) (ii) Term Licence (for Non-Malaysian) Non-Golf Membership (for expatriate only) (iii) Corporate License Non-Golf Membership for Corporate (Company) (iv) Regular “A” License Special Promotion for Non-Golf Membership (family) (v) Regular (single) License Non-Golf Membership for individual (single) 77
Company No: 198401008705 (121237-P) KDE RECREATION BERHAD (Incorporated in Malaysia) We, the Directors of KDE RECREATION BERHAD hereby certify that we have been seen and approved the Statement to be dated January 2nd, 2023 in connection with the issue and sale of Memberships in KELAB DARUL EHSAN. We jointly and severally accept full responsibility for the accuracy of the information given in the Statement and we confirm that after making reasonable enquiries and the best of our knowledge and belief, there are no other facts, the omission of which would make any statement there in misleading. THE DIRECTORS: ...................................................................... …….….………………………..……… DATO’ SRI ROBIN TAN YEONG CHING HEW CHIT KONG ALTERNATE DIRECTOR TO DATO’ SRI ROBIN TAN YEONG CHING ……………………………………………………. …..………………………………………… SYED ALI SHAHUL HAMEED ONG TUAN KONG Date : 27 December, 2022 Lodge By: Agnes Tan Poh Ling KDE Recreation Berhad Taman Tun Abdul Razak Jalan Kerja Air Lama 68000 Ampang Tel: 03-4257 2333 Fax : 03-4256 5331 78