Applicants are advised to read and understand the contents of this Statement and the Trust Deed (available upon request) before deciding to purchase a Membership in Kelab Darul Ehsan. Applicants are entitled to a cooling-off period of Ten (10) days from the day the application form for the purchase of a membership is lodged with the Company to withdraw the application without any deduction or penalty. S T A T E M E N T Issued pursuant to Section 28 of the Interest Schemes Act 2016 OFFER FOR SALE OF MEMBERSHIPS In KELAB DARUL EHSAN DEVELOPER AND OPERATOR KDE RECREATION BERHAD (Company No: 198401008705 (121237-P) (A member of Federation OF Golf and Recreational Club Developers and Operators) TRUSTEE PACIFIC TRUSTEE BERHAD (Company No: 199401031319 (317001-A) This statement is dated January 2nd, 2023 and shall expire on January 1 st , 2024
Company No: 198401008705 (121237-P) -iTHIS STATEMENT MAY NOT BE USED FOR THE PURPOSE OF AND DO NOT CONSTITUTE AN OFFER OR INVITATION IN ANY JURISDICTIONS OR IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR INVITATION IS UNLAWFUL OR NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR INVITATION. A COPY OF THIS STATEMENT HAS BEEN LODGED WITH AND REGISTERED BY THE REGISTRAR OF COMPANIES, MALAYSIA, WHO TAKES NO RESPONSIBILITY FOR THE CONTENTS HEREIN.
Company No: 198401008705 (121237-P) ii - CONTENTS CLAUSES PAGE 1. DEFINITIONS 1 2. CORPORATE INFORMATION 3 3. THE CLUB (1) Proprietary Club 9 (2) Facilities of the Club 10 (3) Cost of Development 11 (4) Particulars of the said Land 11 4. MEMBERSHIPS 12 (1) Types of Membership 13 (2) Maximum number of Members 14 (3) Membership Fees 14 (4) Other dues and charges 15 (5) Duration of Membership 15 (6) Transferability of Memberships 16 (7) Transmission of Memberships 16 5. APPLICATION FOR MEMBERSHIP 16 6. ACCOUNTANT’S REPORT 17 7. VALIDITY PERIOD OF STATEMENT 67 8. NO OBLIGATION TO REPURCHASE BY COMPANY 67 9. DEED OF TRUST 67 10. SUMMARY OF SALIENT POINTS OF THE DEED OF TRUST (1) Duties of Trustee 68 (2) Trust Account 68 (3) Sinking Fund 69 (4) Liaison Committee 70 (5) Meeting of Members 70 11. SUMMARY OF THE PROVISIONS ON THE REMUNERATION, RETIREMENT, REMOVAL AND REPLACEMENT OF TRUSTEE (1) Retirement removal and replacement of Trustee 73 (2) Remuneration of Trustee 74 12. THE AUDITOR, ACCOUNTS AND AUDIT 75 13. MISCELLANEOUS STATUTORY INFORMATION 75 14. CONSENTS 76 15. DIRECTORS’ RESPONSIBILITY STATEMENT 78
Company No: 198401008705 (121237-P) - 1 - KDE RECREATION BERHAD (Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016) This Statement is issued by the Company pursuant to Section 28 of the Interest Schemes Act 2016 in relation to the Company’s invitation to the public to purchase Memberships in the Club as hereinafter described. 1. DEFINITIONS In this Statement unless the context otherwise provides, the following words and expressions shall have the meanings set out opposite them below:- “Applicant” means any person who has submitted a prescribed Application Form to the Company for a Membership as from the date of this Statement; “Affiliated Club” means those clubs (whether proprietary or members clubs) who have entered into reciprocal arrangements with the Company in respect of the Club; “Club” means the proprietary club known as Kelab Darul Ehsan located at Taman Tun Abdul Razak, Jalan Kerja Air Lama, Ampang Jaya, Selangor Darul Ehsan and wholly owned operated by the Company; “Auditor” means the auditor appointed by the Trustee as referred to in Clause 11 herein; “Company” means KDE Recreation Berhad the proprietor and operator of the Club and for the purposes of this Statement shall if applicable include a Manager (if any) appointed to operate the Club. All references to the duties of the Company shall apply equally to such Manager (if any) and they shall be equally bound to observe all the covenants of this Statement; “Conditions” means the terms and conditions of Membership set out in the Membership Agreement; “Cooling-Off Period” means a period of ten (10) days commencing from the date the Applicant submits the prescribed Application Form for a Membership to the Company; “Deed of Trust” means the Deed of Trust described in Clause 8 herein; “Extraordinary Resolution” Interest Schemes Act means the Interest Schemes Act 2016 and any regulations enacted thereunder and any amendment thereof or substitution therefore means a resolution passed at a meeting of Members duly convened and held in accordance with the provisions contained in Clause 15 of the Deed of Trust and carried by a majority consisting of not less than threequarters of the Members voting thereat upon a show of hands or if a poll is duly demanded and taken, by a majority consisting of not less than three-quarters in number of the votes given on such poll;
Company No: 198401008705 (121237-P) -2- “Manager” means the person (if any) appointed by the Company to manage and carry out the day to day operations of the Club; “Members or Members of the Club” means persons who as at the date of this Statement have acquired Memberships and such persons who may hereafter acquired Membership and who in each case are registered as Members of the Club in the Register of Members; “Membership” means the contractual right granted to a Member by the Company to enter the Club as a mere licensee of the Company to us and enjoy the facilities of the Club (or as the case may be only a specific part thereof depending on the type of Membership acquired) in common with other Members and persons permitted by the Company upon and subject to the Conditions contained in the Membership Agreement; “Membership Agreement” means a certificate or other document issued by the Company or agreement entered into between the Company and the Member, as the case may be, evidencing the Membership conferred on the Member upon and subject to the Conditions therein contained; a copy of the Membership Agreement is available for inspection by Applicants at the Club during normal business hours; “Membership Fees” means the consideration payable by a Member to the Company for the Membership and as more particularly stipulated in the Membership Agreement; “Month” means a calendar month, according to the gregorian calendar; “person” includes an individual, a company, firm or body of persons; “Register or Register of Member” means the Register of Member specified in Clause 13 of the Deed of Trust; “said Land” Means the piece(s) of land or such part thereof upon which the Club has been erected; “Sinking Fund” means the sinking fund to be established by the Trustee to provide for payments towards periodic repairs and replacements to the Club as referred to in Clause 12 of the Deed of Trust; “Trustee” means Pacific Trustees Berhad (Company No.317001-A, a public limited company incorporated in Malaysia and registered as Trust Company under the Trust Companies Act 1949; “Trust Account” means the Trust Account to be established by the Trustee in respect of the Membership Fees receivable by the Company and referred to in Clause 11 of the Deed of Trust; “Written Law” means all Acts Ordinances and Enactments in force in Malaysia or any part thereof and all subsidiary legislation made thereunder; “RM and Ringgit” means the lawful currency of Malaysia. “S$ and Dollars” (where applicable) means the lawful currency of the Republic of Singapore.
Company No: 198401008705 (121237-P) -3- References in this Statement to any Act Ordinance or Enactment shall include any statutory amendments, extensions or re- enactments thereof. Words importing the singular number include the plural and vice versa. Words importing the masculine gender includes the feminine and neuter gender and vice versa. The headings in this Statement are for convenience of reference only and shall not affect the construction hereof. Save where the context otherwise requires all references in this Statement to provisions or Clauses of this Statement shall be deemed to be references to such provisions or clauses as modified or varied from time to time under the provisions or Clause hereof. 2. CORPORATE INFORMATION DEVELOPER AND OPERATOR : KDE Recreation Berhad DATE OF INCORPORATION : 8 th June 1984 LOCAL NO./COMPANY NO : 198401008705 (121237-P) DIRECTORS: Name Dato’ Sri Robin Tan Yeong Ching Address No 26 Jalan Bukit Seputeh Bukit Seputeh 58000 Kuala Lumpur Occupation Company Director Mr. Ong Tuan Kong 8, Jalan MJ2/2 Taman Meranti Jaya 47100 Puchong Selangor Company Director Mr. Syed Ali Shahul Hameed 46 Jalan Permata 1 Taman Permata 53300 Kuala Lumpur Company Director Mr. Hew Chit Kong (Alternate Director to Dato’ Sri Robin Tan Yeong Ching) 35 Jalan Wan Malini 2 Bandar Baru Sri Petaling 57000 Kuala Lumpur General Manager (Finance)
Company No: 198401008705 (121237-P) -4- CLUB MANAGEMENT Hisham Bin Razali KDE Recreation Berhad (Kelab Darul Ehsan) Taman Tun Abdul Razak Jalan Kerja Air Lama 68000 Ampang Jaya Selangor Darul Ehsan Club Manager Direct Line : 603-4257 3833 Fax : 603-4257 5435 E-mail : [email protected] SECRETARIES Ms. Tham Lai Heng Michelle No. 15 Jalan Midah Tengah Taman Midah 56000 Kuala Lumpur (MAICSA 7013702) Ms. Wong Siew Guek A-7-8 PV5 Platinum Hill Condo Taman Melati Utama 53300 Kuala Lumpur (MAICSA 7042922) SHAREHOLDER: Name No.of Shares % Berjaya Vacation Club Berhad 9,000,000 90% Arus Fantastik Sdn Bhd 1,000,000 10% 10,000,000 100%
Company No: 198401008705 (121237-P) -5- REGISTERED OFFICE : Lot 13-01A, Level 13 (East Wing) Berjaya Times Square No. 1, Jalan Imbi 55100 Kuala Lumpur PAID-UP-CAPITAL : RM10,000,000.00 AUDITORS FOR THE : Ernst & Young PLT COMPANY Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur REPORTING : Ernst & Young PLT ACCOUNTANTS Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur TRUSTEE : Pacific Trustees Berhad Unit A-11-8, 11th Floor Megan Avenue 1 No 189 Jalan Tun Razak Off Persiaran Hampshire 50400 Kuala Lumpur ADDRESS OF THE CLUB : Kelab Darul Ehsan Taman Tun Abdul Razak Jalan Kerja Air Lama 68000 Ampang Jaya Selangor Darul Ehsan
Company No: 198401008705 (121237-P) - 6- PLACE AND TIME AT WHICH REGISTER OF MEMBERS IS AVAILABLE FOR INSPECTION : The Register of Members is or will be kept at the Registered office or the Club at Taman Tun Abdul Razak, Jalan Kerja Air Lama, 68000 Ampang Jaya, Selangor Darul Ehsan and will be available for inspection by Members between 9.00 am to 5.00 p.m on any business day during the week save for Saturday when the Register may be inspected between 9:00 a.m. to 12:30 p.m. PLACE AND TIME AT WHICH COPIES OF THE PLANS AND SPECIFICATIONS RELATING TO THE CLUB ARE AVAILABLE FOR INSPECTION : Plans and specifications relating to the Club are available for inspection by Members at the Club at Taman Tun Abdul Razak, Jalan Kerja Air Lama, 68000 Ampang Jaya, Selangor Darul Ehsan between 9.00 a.m to 5.00 p.m on any business day during the week save for Saturday when the same may be inspected between 9.00 a.m to 12.30 p.m. PROFILES OF DIRECTORS DATO’ SRI ROBIN TAN YEONG CHING He was appointed to the Board on 15 November 2006. He graduated with a Bachelor of Social Science degree in Accounting/Law from the University of Southampton, United Kingdom, in 1995. He joined Berjaya Group Berhad in 1995 as an Executive and subsequently became the General Manager, Corporate Affairs in 1997. Currently, he is the Executive Chairman of Sports Toto Berhad, a Non-Independent Non-Executive Deputy Chairman of Berjaya Land Berhad, a Director of Atlan Holdings Berhad, He is an Executive Director of STM Lottery Sdn Bhd, Berjaya Hartanah Berhad, Bukit Kiara Resort Berhad and Staffield Country Resort Berhad. He also holds directorships in several other private limited companies in the Berjaya Corporation Group of companies. MR. HEW CHIT KONG He was appointed to the Board on 7 May 2012 as an Alternate Director to Dato’ Sri Robin Tan Yeong Ching. He is a member of The Malaysian Institute of Certified Public Accountants (MICPA) and Malaysian Institute of Accountants (MIA). He has over 28 years of working experience in the fields of accounting, audit and financial management. He started his career as an Audit Assistant in Messrs Anuarul, Azizan, Chew & Co, a public accounting firm in Kuala Lumpur from 1991 to 1995 where he last held the position of and Audit Manager. Between 1996 and 2001, he held senior management positions in several private limited companies. He joined Berjaya Hartanah Berhad in 2002 as a Finance Manager and was promoted to Senior Finance Manager and transferred to the Head Office to oversee the group accounting function of Berjaya Clubs Division in 2005. Subsequently, he was appointed as an Assistant General Manager (Finance) of the Berjaya Hotels and Resorts, a division of Berjaya Land Berhad in June 2007. He was appointed as Corporate Director, Finance on 1 April 2019. He also holds directorships in Redang Island Golf and Country Club Berhad and several other private limited companies in the Berjaya Land group of companies.
Company No: 198401008705 (121237-P) -7- MR. SYED ALI SHAHUL HAMEED He was appointed to the Board on 24 April 2019. He was appointed as an Executive Director of Berjaya Land Berhad (“BLand”) on 20 March 2019. He was later appointed as Chief Executive Officer of BLand in August 2019. On 1 April 2022, he relinquished his position as Chief Executive Officer and was re-designated as Deputy Executive Chairman of BLand. Subsequently on 1 March 2023, he relinquished his position as the Deputy Executive Chairman of BLand and was re-designated as the Group Chief Executive Officer of BLand. He holds a Bachelor of Engineering from the Institute of Road & Transport Technology, Bharathiar University at Coimbatore, India. Mr. Syed has over 25 years of experience with the Berjaya Corporation Berhad (“BCorp”) group of companies where he started his career as an Assistant Engineer at Berjaya Tioman Resort under Berjaya Land Berhad’s Group (“BLand Group”) in September 1997. His outstanding operational and strategic capabilities saw him taking on senior roles in BLand Group from 2003 until today, including the role of Chief Engineer in 2003, Corporate Director of Engineering & Technical Services of Berjaya Hotels & Resorts Division in 2009, and Director of Property Development and Complexes, Property Division in 2019, where he spearheaded landmark projects and developments including the multi-award winning Four Seasons Hotel & Hotel Residences Kyoto in Japan, and The Ritz-Carlton Residences in Kuala Lumpur. He is also responsible for overseeing the overall engineering and operational aspects of BLand Group’s property development and investment in Malaysia and overseas, including spearheading the on-going luxury development of Four Seasons Resorts & Private Residences, Okinawa and Four Seasons Hotel & Hotel Residences, Yokohama in Japan. Mr. Syed’s wealth of experience in technical engineering, project management, business development and strategy are instrumental in the success and growth for both domestic and overseas investments and operations under Berjaya Hotels & Resorts, Berjaya Air Sdn Bhd and Asia Jet Sdn Bhd. Currently, he is a Director of Berjaya Construction Berhad, Berjaya Hartanah Berhad, Berjaya Vacation Club Berhad, Berjaya Hills Resort Berhad, Bukit Kiara Resort Berhad, Indah Corporation Berhad, Staffield Country Resort Berhad, and Tioman Island Resort Berhad. He also holds directorships in several other private limited companies in the BCorp group of companies.
Company No: 198401008705 (121237-P) -8- MR. ONG TUAN KONG He was appointed to the board on 9 March 2022. He holds a Master of Business Administration and a Professional Accounting Degree both from Victoria University, Australia. He also holds a Professional Diploma in Accounting from Association of Accounting Technicians, UK. He is a member of Certified Financial Planner. Prior joining Berjaya Group as General Manager in 2019, he has been involved in financial, management and business development for over 25 years including the past 25 years as Company Director, General Manager, Financial Controller and Accountant from various companies in media, oil & gas, trading, manufacturing and engineering. He has been involved in managing business P&L, business set up, business management & operations, project management, risk management, due diligent, corporate revamp & restructuring and as well managing all areas of finance for companies. Currently, he is an Executive Director of Sun Media Corporation Sdn Bhd and overseeing the operations of Sun Media. He also holds directorships in several other private limited companies. PERSON IN-CHARGE OF THE CLUB ENCIK HISHAM BIN RAZALI He joined Bukit Kiara Resort Berhad as Senior Manager – Opeartions in January 2012. His working experience within the Berjaya Group includes membership sales, business development and branding partnership for five clubs within Berjaya. With his 25 years in golf & recreational industry, he aspired to enhance the fa Currently, he is the Senior Operations Manager of Kelab Darul Ehsan.
Company No: 198401008705 (121237-P) - 9- 3. THE CLUB (1) Proprietary Club (a) The Club is located at Taman Tun Abdul Razak, Ampang Jaya, Selangor Darul Ehsan and is within easy reach of all major business and residential areas of Kuala Lumpur (b) The Club is a proprietary club, wholly owned and operated by the Company whereby only persons who are invited or permitted by the Company shall be allowed to enter the Club to use and enjoy the facilities of the Club upon such terms and conditions and rules and regulations as the Company shall stipulate. There is no separate management company involved in the issue of the Memberships. As such no provision has been made herein for the retirement, Removal or replacement of any management company by the Trustee or the Members. The Company is both the developer and operator of the Club and The issuer of the Memberships (c ) In relation to members, only those persons who have obtained Membership or entered into a Membership Agreement with the Company shall be permitted to enter the Club to use and enjoy the facilities of the Club upon the Conditions stipulated in the Membership Agreement. It is hereby expressly stipulated that the Membership Agreement and/or the Membership shall not confer on the Members and any proprietary right title or interest over the assets of the Club or the Company or any part thereof but shall confer upon him the right as a mere licensee of the Company to enter into the Club to use and enjoy in common with other Members and persons permitted by the Company the facilities of the Club pursuant to the Conditions stipulated in the Membership Agreement which the Member has enter into with the Company. (2) Facilities of the Club (a) The Club has been completed and contains those facilities described below. If any of the facilities is withdrawn, the Company will substitute such facility with such other facility as the Company shall deem to be appropriate with prior approval from the Trustee and Register of Company (ROC). At present all the facilities are available for use by Members.
Company No: 198401008705 (121237-P) -10- Golfing facilities S/No Descriptions Unit(s) (a) 9-hole Golf Course (with night golfing) 1 (b) 40 bays Driving Range 1 (c ) Practice Putting Green 1 (d ) Practice Chipping Green 1 (e ) Golf Club House 1 Main Clubhouse S/No Descriptions Unit(s) (a) 25 meter swimming pool 1 (b) Free-form Leisure pool 1 (c ) Kiddy pool 1 (d ) Indoor Squash Courts 4 (e ) Indoor Badminton Courts 4 (f) Indoor Tennis Courts 3 (g) Outdoor Tennis Courts 3 (h) Outdoor Practice Tennis Courts 2 (i) Gymnasium 1 (j) Sauna Room 3 (k) Steam Room 3 (l) Snooker tables 3 (m) Slot Machine Room / Video Games Room (temporary closed) 5 (n) Reading room 1 (o) Outdoor Children playground 1 (p) Karaoke Lounge with three (3) private rooms 1 (q) Functions rooms with meeting and conference facilities 4 (r) Ballroom 1 (s) Shopping Arcade (temporary closed) 6 (t) Food & Beverage outlets 4 (u) Indoor Table Tennis 2 (v) Pro-shop (at driving range) 1 (b) The Company may from time to time with the prior consent of the Trustee enter into reciprocal arrangements with Affiliated Clubs, to provide reciprocal arrangements for Members to use and enjoy the facilities of Affiliated Clubs and vice versa. Any reciprocal arrangement entered into by the Company may not be perpetual and maybe subject to variation or termination by either the Company or the Affiliated Club and in the event of termination, the Company shall inform the Members of such termination within a period of thirty (30) days of such termination. The Company shall not be liable to any Member whatsoever or howsoever for any variation or termination of reciprocal arrangements with Affiliated Clubs and/or for non-replacement of such reciprocal arrangements.
Company No: 198401008705 (121237-P) - 11 - At present there is a reciprocal arrangement with the following Affiliated Clubs:- Affiliated Clubs a) Sabah Golf & Country Club (Kota Kinabalu) b) Kelab Golf Labuan (Labuan) c) Keppel Club (Singapore) d) Permaipura Golf & Country Club (Kedah) e) Pacific Club Hong Kong (Central Hong Kong) f) Chinese Swimming Club (Singapore) g) Desaru Golf Country Resort Berhad (Johor) h) Resah Kemayan Golf & Country Club (Negeri Sembilan) i) Europa Country Club Resort Ptel Ltd (Singapore) j) Royal Palm Spring (Port Dickson, Negeri Sembilan) k) Ibai Golf & county Club Bhd (Terengganu) l) Sandakan Golf Club (Sabah) m) Bukit Kinding Golf Club (Perak) (3) Cost of Development Estimated costs of development of the Club i. Golf course development RM 5.0 million ii. Driving range/putting green RM 0.5 million iii. Golf clubhouse RM 2.0 million iv. Main clubhouse (including Sports Complex) RM35.0 million ----------------------- Total estimated costs RM42.5 million ============ [Note: the above costs do not include the cost of the land] (4) Particulars and status of the Said Land (a) The said Land, comprises two (2) parcels of leasehold land held under documents of title P.N. 51582, Lot 4916, Seksyen 2, Bandar Ulu Kelang and H.S (D) 15697 Lot No. 5871, Mukim Ulu Kelang, District of Gombak, Selangor Darul Ehsan, is registered in the name of the Company. (b) The said Land is leasehold for 99 years expiring on 17th June 2078.
Company No: 198401008705 (121237-P) - 12 - (c) Encumbrances over the said Land The said Land is charged to Malayan Banking Berhad and Aseambankers Malaysia Berhad (“Lender”) as security for banking facilities extended to the Company.” (d) Event of default under banking facilities If there shall occur an event of default by the Company under it’s banking arrangements, the Lenders will be entitled to exercise such remedies against the Company as provided under law and/or the facility agreements entered into between the Company and the Lenders. 4. MEMBERSHIPS (1) Types of Membership The types of Membership offered or issued or proposed to be offered or issued by the Company as at the date of this Statement are as follows:- GOLFING NON-GOLFING (a) Founder License (a) Regular License (b) Charter License (b) Term License (Non-Malaysian only) (c ) Honorary License (c ) Corporate License (d) Founder Director License (d) Regular “A” License (e) Term License (Non-Malaysian only) (e) Regular (Single) License (f) Corporate License (g) Corporate “A” License (h) Charter (Single) License The rights and obligations of a Member are more particularly set out in the Conditions of the Membership Agreement entered into by the Member in relation to his Membership. The Company reserves the right to issue new types of Membership from time to time. There are currently persons who have purchased Memberships and have been accepted as Members of the Club (“Existing Members”).
Company No: 198401008705 (121237-P) - 13 - Particulars of Existing Members As at January 1st, 2024 approx. 1,645 Memberships have been sold, made up as follows:- S/No Membership Category Membership Fee (RM) Maximum No. of Mship No. of mship as of 01/01/2024 Movement from the previous prospectus Balance Available for sell 1. Founder License N/A 394 0 0 394 2. Charter License 32,000.00 2992 1049 156 1943 3. Honorary N/A 200 45 3 155 4. Founder Director License N/A 14 0 0 14 5. Term License (Golf) 5,000.00 50 0 0 50 6. Regular License 16,000.00 4000 510 60 3490 7. Term License (N/Golf) 3,000.00 50 0 0 50 TOTAL 7,700 1604 219 6096 (2) Maximum Number of Members Unless otherwise approved by the Registrar of Companies upon the written request of the Company, the maximum number of Memberships that will be issued by the Company shall be 7700 Memberships comprising 500 (Founder Licence), 2800 (Charter Licence), 4000 (Regular licence), 200 (Term Licence) and 200 (Honorary, Founder Director Licence). Of the total number of memberships issued by the Company, not more than 50% thereof shall be issued to foreigners provided always that if any Membership allocated by the Company to Malaysians are not taken up by Malaysians after the expiry of a period of 12 months thereof, the Company shall be entitled to sell such Memberships to foreigners upon the Conditions then prevailing and subject to such other restrictions, terms and conditions as may be imposed by the relevant authorities.
Company No: 198401008705 (121237-P) - 14 - (3) Membership Fees Save for first 500 Founder Licences, 700 Charter Licences and 1,000 Regular Licences offered by the Company at the promotional price of RM14,000.00, RM16,000.00 and RM8,000.00 respectively at the initial launch of such Memberships, the Membership Fees payable by Members shall be such sum as determined by the Company from time to time having regard to market forces. As at the date of this Statement the mode of payment of the Membership Fees is as follows:- Mode of payment of Membership Fees (a) Full payment (one payment) (b) 20% upon application and balance to be paid within 60 days (two payments). (c) Installment payment scheme:- (i) Charter Licence - 20% upon application and balance 80% to be paid in installments over a period of between 1 to 3 years. (ii) Regular Licence - 20% upon application and balance 80% to be paid in installments over a period of between 1 to 3 years. The Company reserves the right from time to time to vary such mode of payment and to introduce new modes of payment for the Membership Fees. (4) Other dues and charges In addition to the Membership Fees, a Member is also required to pay to the Company a monthly subscription which at the date of this Statement is RM185.25 (Founder, Charter & Term Golf Membership) and RM173.50 (Regular & Term Non-Golf Membership) and such other charges as the Member shall incur in using the facilities of the Club. The monthly subscription may be increased as and when the Company at its discretion Provided Always That if any increase thereof shall exceed 5% of the current monthly subscription, the prior approval of the Trustee shall be obtained in respect of such increment.
Company No: 198401008705 (121237-P) - 15 - Recreational facilities whereby charges are imposed for the use thereof i. Golf driving range ii. Night golfing iii. Karaoke private rooms iv. Slot machine/video games v. Children centre (5) Duration of Membership The term of the Membership shall be the period of the licence or privilege as provided or stipulated in the Membership Agreement and expiring on the maturity date or stipulated in the Membership Agreement and expiring on the maturity date or upon the happening of an event of termination therein stated. The term of the Membership shall commence upon the date the Membership Agreement and terminate on the maturity date stated in the Membership Agreement or as the case may be upon termination or expiry of the Membership Agreement relating to his Membership. Upon the expiry of the term of the Membership aforesaid, the Company may at its discretion extend the term of the Memberships and continue to offer the facilities of the Club to the Members for their use and enjoyment subject to such terms and conditions as may be determined by the Company. (6) Transferability of Memberships (a) As at the date of this Statement all Memberships (other than Honorary, Founder Director and Term Licences) are freely transferable subject to payment to the Company of a transfer fee (of such amount stipulated in the Membership Agreement) and to those terms and conditions relating to transfer of Membership set out in the Membership Agreement being duly complied with and a copy of the current Statement of the Company as at the date of such transfer being furnished to the subsequent purchaser. Failure to furnish a copy of the Statement to a subsequent purchaser may render the Member offering to sell his Membership to be in contravention of The Interest Scheme Act 2016. (b) The Company shall provide to a Member who wishes to sell his Membership a copy of its current Statement within fourteen (14) days from a written request by the Member at a fee not exceeding Ringgit Twenty (RM20.00) (c) Any Member is entitled to request that the Company furnish him with certificate certifying inter alia :- (i) that the monthly or annual fees payable by such Member is in good standing if such be the case; (ii) that there are no legal proceedings commenced against the Club and/or the Company and if such legal proceedings exist, a disclosure of all current legal proceedings affecting the Club and/or the Company; and (iii) that the Club has adequate insurance coverage; within fourteen (14) days of a written request from such Member, for a fee not exceeding Ringgit Five (RM5.00).
Company No: 198401008705 (121237-P) - 16 - (d) The Company may decline to register any transfer of Membership where the transferor has not fulfilled all the necessary Conditions of the Membership Agreement relating to sale or transfer of Membership. In the event that the account of the transferor is not in good standing the Company shall not be bound to register the transfer until all sums due and owing by the transferor shall have been satisfactorily settled and in addition thereto the transferee shall have satisfied the conditions of transfer (if any) which are incumbent upon him to satisfy. (e) Upon the registration of the transfer of the Membership, the transferee shall be entitled to receive all relevant documents evidencing his title to such Membership and he shall thereafter be a Member of the Club. The name of the transferor shall be deleted from the Register and all relevant documents of Membership shall be returned to the Company for cancellation or replacement, as the case may be. (7) Transmission of Memberships The rights and obligations of a Member who is a natural person shall in consequence of his death, bankruptcy or legal incapacity devolve upon his legal personal representative or the person lawfully entitled thereto subject to the terms of his Membership Agreement and to such personal representative person furnishing to the Company the grant of probate or letters of administration or such evidence as the Company may require to prove the entitlement or such person and executing an agreement with the Company (in form and substance acceptable to the Company) undertaking to be bound by the terms of the Membership Agreement. 5. APPLICATION FOR MEMBERSHIP (1) An Applicant may apply for Membership by executing an Application Form in the form prescribed by the Company and submitting the same to the Company with the requisite payment required by the Company. Application Forms together with copies of this Statement may be obtained at the Club. (2) An Applicant shall be entitled to withdraw his application for Membership without any deduction or penalty during the Cooling-Off Period. (3) The Company shall upon its acceptance of an Applicant’s application for Membership, deposit the Membership Fees or any part thereof received from the Applicant into the Trust Account within thirty (30) days of receipt. Upon the Company’s acceptance of the Applicant’s application and in any case not more than two (2) months thereafter, the Company shall prepare the Membership Agreement and any other relevant documents for execution by the Applicant who shall so execute the same. Applicants are advised to refer to and peruse the Membership Agreement for its full terms and effects. The Membership Agreement shall be evidence of the Membership acquired by a Member and the Company shall upon a Member being registered as a Member of the Club issue membership cards to the Member and his family members (if applicable) indicating that they are entitled to use and enjoy the facilities of the Club. (4) No Membership to be sold to an Applicant pursuant to any statement or prospectus which may be required to be issued by the Company under any written law for the time being in force shall be sold by the Company later than one (1) year after the date of such statement or prospectus. [THIS REMAINING SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
ACCOUNTANT REPORT FYE 30/06/2023 IS NOT READY (Page 17-66)
Company No: 198401008705 (121237-P) - 67 - 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.
Company No: 198401008705 (121237-P) -68 – (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
Company No: 198401008705 (121237-P) -69 - (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.
Company No: 198401008705 (121237-P) -70- (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.
Company No: 198401008705 (121237-P) - 71 - (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)
Company No: 198401008705 (121237-P) - 72 - (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 :-
Company No: 198401008705 (121237-P) - 73- (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.
Company No: 198401008705 (121237-P) -74 - (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.
Company No: 198401008705 (121237-P) - 75- 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.
Company No: 198401008705 (121237-P) -76- (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]
Company No: 198401008705 (121237-P) -77- 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)
Company No: 198401008705 (121237-P) -78- 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 : 27th December 2022 Lodge By: Sitee Noorlia Binti Md. Sharif KDE Recreation Berhad Taman Tun Abdul Razak Jalan Kerja Air Lama 68000 Ampang Tel : 03-4257 2333 Fax : 03-4256 5331