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3 Being single-minded to be successful. Always performing better. A tradition of setting standards. These are some of the qualities that have been attributed to the many successes of TAHPS. And when all these are applied with one concerted effort, moving in unison with one mind, then we get long-term sustainability. This corporation from humble beginnings has persevered, reinvented itself and prospered through one hundred and one years, including two world wars and many economic downturns later. We embody sustainability by using resources efficiently, recognizing risks and creating opportunities. Above all, it is about a legacy of thinking and acting with one mind. One collective thought that had unleashed the creativity to see, the freedom to develop and the capacity to act successfully. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

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5 A distinct course, much like the one we pursue, demands a great deal of Strength, determination and continuity. Those who follow such a course without compromise remain free to determine the direction and pace of their future growth. Amid rapid economic globalization, we, at TAHPS, are implementing strategic plans that will enable us to continually evolve and thrive for the next hundred years. It is this unwavering determination to innovate, one focus to transform, that has enabled us to stay ahead of the pack. One focus to work for a better life for our people and stakeholders. And in so doing, contribute to the sustainable development of society and the nation by addressing the needs in a well-balanced manner, taking into account the economic, environmental and social impact of our actions. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

6 Notice of Ninety - Seventh Annual General Meeting Statement Accompanying Notice of The Ninety - Seventh Annual General Meeting Of The Company Corporate Information Profile of Directors Group Structure Financial Highlights Statement By The Chairman Of The Executive Management Committee Statement On Internal Controls Statement On Corporate Governance Audit Committee Report Financial Statements Analysis Of Shareholdings Properties Held By The Group Proxy Form 4 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

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8 Notice is hereby given that the Ninety-Seventh Annual General Meeting of the Company will be held at Anggerik Room, Hotel Equatorial, Jalan Sultan Ismail, Kuala Lumpur on Thursday, 31 July 2008 at 2.30 p.m. to transact the following business:- ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 March 2008 and the Reports of the Directors and Auditors thereon. (Resolution 1) 2. To declare a first and final gross dividend of 15 sen per share less tax of 25% for the financial year ended 31 March (Resolution 2) 3. To approve the payment of Directors Fees amounting to RM180, in respect of the financial year ended 31 March (Resolution 3) 4. To re-elect the following Directors, who are retiring pursuant to Article 98 of the Company s Articles of Association who being eligible offer themselves for re-election:- i) Mr Lim Ke Hun ii) Ms Lim Boon Lim Wan Yee iii) Mr Lim Kai Hee 5. To consider and if thought fit, to pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:- THAT Datuk Abdul Kudus bin Alias who is over the age of seventy years and retiring in accordance with Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed a Director of the Company and to hold office until the next Annual General Meeting. (Resolution 4) (Resolution 5) (Resolution 6) (Resolution 7) 6. To re-appoint Messrs Khoo Wong & Chan as Auditors and to authorise the Directors to determine their remuneration. (Resolution 8) 7. To transact any other business which due notice shall have been given in accordance with the Companies Act NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT Notice is hereby given that the first and final gross dividend of 15 sen per share less tax of 25% for the financial year ended 31 March 2008, if approved, will be paid on 15 August The entitlement date for the dividend payment is 8 August A Depositor shall qualify for entitlement to the dividend only in respect of: a. Shares transferred into the depositor s securities account before 4.00 p.m. on 8 August 2008 in respect of transfer; and b. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad. By Order of the Board KUAN HUI FANG THAM WAI YING Secretaries 9 July 2008 Kuala Lumpur 6 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

9 NOTES:- i) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy or attorney or other duly authorised representative to attend and vote in his stead. A proxy may, but need not be a member of the Company. A member may appoint any person to be his proxy and the provisions of Section 149(1) (b) of the Companies Act, 1965 shall not apply to the Company. ii) iii) iv) The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an officer or attorney duly authorised. Where a member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting), the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office at 5th Floor, Bangunan Yee Seng, No. 15 Jalan Raja Chulan, Kuala Lumpur, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting. (1) The names of Directors who are standing for re-election (retiring pursuant to Article 98 of the Company s Articles of Association). 0 a.0 Mr Lim Ke Hun 0 b.0 Ms Lim Boon Lim Wan Yee 0 c.0 Mr Lim Kai Hee (2) The Director over the age of seventy years who is standing for re-appointment is Datuk Abdul Kudus bin Alias. (The details of the four Directors seeking re-election and re-appointment are set out in their respective profiles which appear on pages 9 and 10 of the Annual Report) TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

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11 LIM KEE CHOON (A3) Age 52. Malaysian. Non-Independent Non-Executive Director since 10 August Redesignated as Executive Director on 1 December Chairman of the EXCO and the Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd and Ayer Hitam Resorts Sdn Bhd. Committee member and past Chairman of Young Presidents Organisation for years 1999/2000 and 2003/2004. Trustee of Alzheimer s Disease Foundation Malaysia and Yayasan Lim Yee Hoh. Graduated with degrees in Law and Commerce from University of Melbourne in LIM KE HUN (*)(A1) Age 57. Malaysian. Non-Independent Non-Executive Director since 3 May Redesignated as Executive Director on 1 December Member of the EXCO and the Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd and Ayer Hitam Resorts Sdn Bhd. Graduated from Chartered Institute of Marketing of London, United Kingdom. More than twenty-five years working experience in management and administration. Member of the Executive Committee of the Yee Seng Group of Companies and own private companies. LIM KEAN BOON (*)(A1) Age 50. Malaysian. BA (Hons), MSc (Econs), DIC. Non-Independent Non-Executive Director since 28 September Redesignated as Executive Director on 1 May Member of the EXCO, Audit Commitee (resigned on 29 May 2008) and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd and Ayer Hitam Resorts Sdn Bhd. He is also a director of several private companies. LIM BOON LIM WAN YEE (MS)(#)(A2) Age 42. Malaysian. Non-Independent Non-Executive Director since 18 May Redesignated as Executive Director on 1 December Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd and Ayer Hitam Resorts Sdn Bhd. Graduated with Masters degree from the London School of Economics, University of London. Appointed as Director of Bee Guan Sdn Bhd since November DATUK ABDUL KUDUS BIN ALIAS Age 77. Malaysian. Independent Non-Executive Director since 29 July Chairman of the Audit Committee and member of the Remuneration and Nomination Committees of the Company. Director of Pernec Corporation Bhd from 1987 to 2003; and its Chief Executive Officer from 1988 to 1993; Director of Ganad Corporation Bhd since 1994; and Director of Malaysian Credit Finance Bhd from 1994 to Had served in the Royal Malaysia Police for 34 years and was the Deputy Inspector General before retiring at the age of 55. Studied Public Administration at the Royal Melbourne Institute of Technology, Australia and attended several overseas training programmes in United Kingdom and U.S.A. Manager in a stock broking firm and a Director of China Press Ltd from year 1987 to Not related to any director and/or major shareholder of the Company. TAN SRI DATUK YONG POH KON Age 63. Malaysian. Independent Non-Executive Director since 24 March Graduated from the University of Adelaide with First Class Honours in Mechanical Engineering in He is the Managing Director of Royal Selangor International Sdn. Bhd. Tan Sri Datuk Yong is currently the President of Federation of Malaysian Manufacturers (FMM) and the Co-Chairman of PEMUDAH, the special Task Force to Facilitate Business set up by the Government. He is on the Board of EPF and MIDA. He has served in the past as a Board Member of Bank Negara Malaysia and the Malaysian Communications and Multimedia Commission. Not related to any director and/or substantial shareholder of the Company. Does not have any interest in the securities of the Company and its subsidiaries. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

12 LOH KOK LEONG Age 44. Malaysian. Independent Non-Executive Director. Appointed to the Board and Audit Committee on 1 August Chairman of the Remuneration and Nomination Committees. An accountant by profession, is a member of The Malaysian Institute of Accountants and a member of the Malaysian Institute of Certified Public Accountants. Has been attached with international accounting firms both in Malaysia and overseas for more than 20 years, 3 years of which as a partner of Deloitte Touche Tohmatsu Kuala Lumpur. Presently a partner of professional services firm, Russell Bedford LC & Company. Also an Independent Non- Executive Director and an Audit Committee member of Mah Sing Group Berhad. Not related to any director and/or substantial shareholder of the Company. Does not have any interest in the securities of the Company and its subsidiaries. LIM KAI HEE (*)(A1) Age 59. Malaysian. CIM (UK) IAM (UK). Non-Independent Non-Executive Director. He joined the Group on 3 May A member of the Remuneration Committee. Appointed as Managing Director of The Ayer Hitam Development Sdn Bhd and Cendana Maju Construction Sdn Bhd in A director and Executive Committee member of the Yee Seng Group of Companies and involved in own private companies group operations. He has wide working experience in the areas of management and administration. LIM HONG BENG (#)(A2) Age 40. Malaysian. Non-Independent Non-Executive Director since 19 May Member of the Nomination Committee of the Company. Graduated with BSc in Physics from Queen Mary and Westfield College, University of London. Businessman. Appointed as Director of Bee Guan Sdn Bhd since November CHANG WEE CHANG MOOI YUEN (A2) [ALTERNATE DIRECTOR TO MS LIM BOON LIM WAN YEE] Age 64. Malaysian. Alternate Director to Ms Lim Boon Lim Wan Yee since July ADDITIONAL INFORMATION ON THE BOARD OF DIRECTORS Conflict of interest All the Directors have no conflict of interest with the Company. Convictions for offences (within the past 10 years, other than traffic offences) None of the Directors has any convictions for offences. Interest in securities of the Company and its subsidiaries Directors interests in the securities of the Company and its subsidiaries are disclosed in the Directors Report. Note : * Brothers # Son/Daughter of Madam Chang Wee Chang Mooi Yuen A1 Person associated with Lim Yee Teck Realty Sdn Bhd (Substantial shareholder of the Company pursuant to Section 6A (4) of the Companies Act 1965) A2 Person associated with Bee Guan Sdn Bhd (Substantial shareholder of the Company pursuant to Section 6A (4) of the Companies Act 1965) A3 Person associated with Lim Enterprises Sdn Bhd (Substantial shareholder of the Company pursuant to Section 6A (4) of the Companies Act 1965) 10 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

13 TAHPS Group Berhad (37-K) Investment Holding Plantation Share Capital : 74,853,075 Net Assets : RM196 million 100% Bukit Hitam Development Sdn. Bhd. ( W) Property Development Share Capital : 40,000,002 Net Assets : RM241 million 100% BBP Management Services Sdn. Bhd. ( P) Property Management Services Share Capital : 2 The Ayer Hitam Development Sdn. Bhd. (83880-A) 100% Property Development Share Capital : 10,000,000 Net Assets : RM47 million 100% Cendana Maju Construction Sdn. Bhd. ( A) Construction Share Capital : 1,000,000 Net Assets : RM6 million 100% Ayer Hitam Resorts Sdn. Bhd. ( K) Dormant Share Capital : 2 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

14 Year ended 31 March Revenue RM ,100 26,086 48,914 96, ,709 Profit Before Taxation RM ,512 15,442 71,182 28,204 25,432 Profit After Taxation RM ,982 12,194 66,709 20,804 18,309 Paid-up Capital RM ,853 74,853 74,853 74,853 74,853 Shareholders Funds RM , , , , ,682 Earnings Per Share - basic sen Net Assets Per Share RM Re venue (RM'000) Profit Before Taxation (RM'000) 120, ,000 80,000 96, ,709 80,000 70,000 60,000 50,000 Negative goodwill 37,869 71,182 60,000 40,000 20,000 11,100 26,086 48,914 40,000 30,000 20,000 10,000 12,512 15,442 33,313 28,204 25, Shareholders' Funds (RM'000) Net Assets Per Share (RM) 405, , , , , , , , , , , , , , , TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

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16 Centennial Celebrations Our Company celebrated its 100th year anniversary in To commemorate this important milestone in the Company s history, a Group Family Day and Centennial Gala Dinner was held. To better reflect the present activities of the Group, the name of the Company was changed to TAHPS Group Berhad on 8 August 2007 and a new corporate logo was unveiled on 8 September 2007 at the Centennial Gala Dinner. As part of the centennial commemorations and our ongoing corporate social responsibilities, the Company made donations totaling RM100,000 to five charitable organisations for educational, medical and cultural purposes. Financial Results For the financial year ended 31 March 2008, the Group performed satisfactorily amidst a tough challenging market place with increasing costs and reduced margins. Group Performance Change Revenue (RM million) % Profit before tax (RM million) % Earnings per share (sen) % Revenue increased by RM11.2 million or 12% largely arising from improved sales in the property development subsidiary, Bukit Hitam Development Sdn Bhd. Pretax Profit for the year decreased by RM2.8 million attributed mainly to a one time write-off of RM3.7 million in project expenses incurred for the proposed hotel resort project in Cherating, Pahang which was later aborted. The balance sheet has strengthened with shareholders funds increasing from RM379.8 million to RM388.7 million. 14 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

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18 Corporate Social Responsibility As a good corporate citizen and in furtherance of our Corporate Social Responsibility efforts, we continue to play our role in providing assistance and contributions in the form of cash or kind to deserving organizations as well as undertake community related projects within the Bandar Bukit Puchong township. A sum of RM100,000 was also donated to five charitable organisations in conjunction with our centennial celebrations. Outlook The Malaysian economy is forecast to sustain growth of 6% to 6.5% in 2008, driven mainly by domestic demand and reinforced by public spending on projects under the Ninth Malaysia Plan. Overall, underpinned by government initiatives and a steady economy, the general economic outlook for 2008 is expected to remain firm. However, with the increasing materials and fuel costs, we are cautiously concerned about the take-up rates in the property market. The Puchong Corridor is growing in strength as a much sought after residential and commercial address. We welcome the opening of the police station and new post office in Bandar Bukit Puchong vicinity during the year. We will strive further to provide more amenities and implement initiatives to capitalise on the growth and development in Puchong area. Acknowledgements On behalf of the Board, I would like to sincerely thank our loyal staff, valued customers, business associates, the government authorities and our shareholders for their continuing support. Lim Kee Choon Chairman Executive Management Committee 10 June TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

19 Statement on Internal Controls Board s Responsibility The Board recognizes the importance for maintaining a sound system of internal controls that supports the achievement of the organization s objectives. The system of internal controls cover not only financial controls but also operational and compliance controls, as well as risk management. The Board affirms its overall responsibility for the Group s system of internal controls and risk management, and for reviewing the adequacy and integrity of those systems. The systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and provide only reasonable and not absolute assurance against material misstatement or loss. Notwithstanding this, ongoing reviews are continuously carried out to ensure the effectiveness of the systems. The Board affirms that the Group has in place an on-going process for identifying, evaluating, monitoring and managing the significant risks affecting the business during the financial year. A Risk Management Committee, comprising Executive Directors, oversees the risk management framework for the Group. Periodic risk assessments are conducted for the Company and its subsidiaries. The risk profiles were discussed with management and provide a basis for systematic management of key risks, controls and the responsibilities associated with managing these risks. A risk management team for each company in the Group is entrusted with the responsibility for continuously reviewing and managing the risk profiles identified. Key Elements of Internal Control System The key processes that the Board has established in reviewing the adequacy and integrity of the Group s systems of internal controls include the following: An organizational structure with clearly defined lines of responsibility and delegation of authority to provide a documented and auditable trail of accountability. Regular internal audit visits, which involve independent evaluation of the effectiveness of internal controls and highlighting significant risks impacting the Group to the Audit Committee. The annual internal audit plan is reviewed and approved by the Audit Committee. Regular Board meetings where important matters are highlighted, discussed and decided upon, thereby ensuring that the Board maintains full and effective supervision over key issues. The Audit Committee reviews the quarterly results and the year end financial statements of the Group before presenting to the Board for approval prior to providing the reports to Bursa Malaysia for public release. The system of internal controls was operating satisfactorily during the financial year and has not resulted in any material losses, contingencies or uncertainties that would require disclosure in the Annual Report. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

20 Statement on Corporate Governance The Board is committed to maintain high standards of stewardship throughout the Group to protect and enhance shareholders value. It endeavours to adopt good business practices and to continuously improve on management systems and practices. The Board is pleased to report that it exercised good corporate governance in directing and managing the business and affairs of the Group, throughout the financial year, consistent with the guidelines and principles outlined in the Malaysian Code on Corporate Governance ( the Code ). The following describes how the Company has applied the principles and complied with the best practices as set out in the Code. 1. The Board The Board is responsible, amongst others, for charting and communicating strategic direction and corporate values of the Group, and supervising its affairs to ensure its success within a framework of acceptable risks and effective control and in compliance with the relevant laws, regulations and guidelines. It reviews management performance and ensures that the necessary financial and human resources are available to meet the Group s objectives. The Board adopts an active approach in discharging its responsibilities with the day-to-day responsibilities entrusted to the Management headed by the Executive Management Committee comprising the Executive Directors appointed by the Board. Other formal Board Committees established by the Board in accordance with the Code, i.e., the Audit Committee, Nomination Committee, Risk Management Committee and Remuneration Committee, have assisted the Board in the discharge of its duties. a) Board balance The Board comprises nine Directors, four of whom are Executive Directors and five are Non-Executive Directors. Three of the five Non-Executive Directors are independent. The number of independent directors complies with the Bursa Malaysia Listing Requirements which requires at least one third of the Board to be independent directors. The Directors have wide ranging experience and all have occupied or currently occupy senior positions in the public or private sectors. The independent Non-Executive Directors provide a strong independent element on the Board with Datuk Abdul Kudus bin Alias identified as the Senior Independent Non-Executive Director to whom concerns may be conveyed. The Independent Non-Executive Directors also participate as members in the Audit Committee, Remuneration Committee and Nomination Committee. A brief profile of each Director is presented in the Profile of Directors section of this Annual Report. b) Meetings Four board meetings were held during the financial year and the attendance of the Directors is as follows: Name Executive Directors 1. Lim Kee Choon 2. Lim Ke Hun 3. Lim Kean Boon 4. Lim Boon Lim Wan Yee Independent Non-Executive Directors 5. Datuk Abdul Kudus bin Alias 6. Tan Sri Datuk Yong Poh Kon 7. Loh Kok Leong Non-Independent Non-Executive Directors 8. Lim Kai Hee 9. Lim Hong Beng No. of meetings attended 3/4 3/4 4/4 4/4 4/4 3/4 3/4 4/4 4/4 18 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

21 Statement on Corporate Governance 1. The Board (cont d) c) Supply of Information Notice of meetings, setting out the agenda and accompanied by the relevant Board papers are given to the Directors in sufficient time to enable the Directors to peruse, obtain additional information and seek further clarification on the matters to be deliberated. Any Director who wishes to seek independent professional advice in the furtherance of his duties may do so at the Company s expense. Directors have access to all information and records of the Company and also the advice and services of the Company Secretary. d) Appointments and Re-election The Nomination Committee, comprising Non-Executive Directors, is responsible for identifying and recommending to the Board suitable nominees for appointment to the Board and Board Committees. In discharging its duties, the Committee has the liberty to obtain opinions or services of external sources. The Committee is also entrusted with the responsibility of assessing the effectiveness of the members of the Board. The Articles of Association of the Company provide that at least one-third of the Directors are subject to retirement by rotation at each Annual General Meeting and that all Directors shall retire once in every three years. A retiring Director is eligible for re-election. The Articles of Association also provide that a Director who is appointed by the Board in the course of the year shall be subject to election at the next Annual General Meeting to be held following his appointment. Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, e) Continuing Education Programme The Board will evaluate and determine the specific and continuous training needs for the Directors on a regular basis. Continuous education is important in keeping Directors updated on regulatory and corporate governance developments, besides enhancing professionalism and knowledge of Directors in enabling them to discharge their duties more effectively. All Directors have fulfilled the requirements of the Directors training programme. The training courses attended by the Directors during the financial year were in relation to corporate governance, leadership, tax and financial developments. 2. Directors Remuneration The Remuneration Committee, which comprises Non-Executive Directors, will review and propose the remuneration of the Executive Directors. To assist the Committee in its function, the Committee may obtain the services of external parties in order to provide a fair determination of the salary. The remuneration that is proposed is based on industry standards and job responsibilities. The Remuneration Committee is also responsible for conducting reviews on the performance of the Directors concerned. The Board as a whole determines the remuneration of the Non-Executive Directors. The quantum proposed is tabled to the shareholders at the Annual General Meeting for their approval. Details of the Directors remuneration for the financial year ended 31 March 2008 are as follows: Aggregate remuneration Executive Directors Non-Executive Directors (RM) (RM) Fees 179, , 375 Salaries (Note) 1,152, Other emoluments 252, , 300 Aggregate remuneration 1,583, , 675 Note: Included in the above amount are bonuses to Executive Directors relating to the two financial years ended 31 March 2006 and 2007, which were approved by the Board of Directors in April 2008, totaling RM600,000. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

22 Statement on Corporate Governance 2. Directors Remuneration (cont d) Analysis of Remuneration in bands of RM50,000 No. of Directors Range of Remuneration (RM) Executive Directors Non-Executive Directors < 50, , , , , , , , , , , The Board is of the view that the transparency and accountability aspects of corporate governance in relation to directors remuneration are appropriately served by the band disclosure. 3. Relationship with Shareholders and Investors The Board acknowledges the importance of shareholders being informed of all material business and corporate matters affecting the Group. This is achieved through the distribution of Annual Reports and quarterly announcements of the interim financial statements to Bursa Malaysia. Other announcements to Bursa Malaysia are made as and when required. The shareholders are encouraged and given the opportunity during the Annual General Meeting to ask questions regarding the operations of the Group. This is the main forum for dialogue between the Company and its shareholders. 4. Accountability and Audit a) Financial Reporting The Board acknowledges its responsibility to present a balanced and meaningful report to the shareholders regarding the financial position of the Group and Company. In line with this, the Board makes available the financial results through quarterly announcements of the interim financial statements to Bursa Malaysia. On an annual basis the shareholders are made aware of the financial position of the Company through its Annual Report which includes, among other things, a statement on the performance and future prospects of the Group. b) Internal Controls The Group s system of internal controls is outlined in the Statement on Internal Controls in this Annual Report. c) Relationship with Auditors The Audit Committee and the Board have established formal and transparent arrangements and appropriate relationship with the Group s auditors, both external and internal. 5. Statement on Directors Responsibility The Directors are required by the Companies Act, 1965 ( the Act ) to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and the Company at the end of the year and the results of the Group and the Company for the year. As required by the Act and the Listing Requirements of Bursa Malaysia, the financial statements have been prepared in accordance with the provisions of the Act and applicable approved accounting standards in Malaysia. The Directors consider that in preparing the financial statements for the year ended 31 March 2008 set out in this Annual Report, the Group has used appropriate accounting policies that were consistently applied and supported by reasonable and prudent judgments and estimates. The Directors have the responsibility for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy the financial position of the Group and the Company and enabled them to ensure that the financial statements comply with the Act. 20 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

23 Statement on Corporate Governance 6. Additional Compliance Information In compliance with the Listing Requirements of Bursa Malaysia, the following information is disclosed: a) Utilisation of Proceeds The Company did not raise funds through any corporate proposals during the financial year. b) Share Buy-back The Company did not carry out any share buy-back during the financial year. c) Options, Warrants or Convertible Securities The Company did not issue any options, warrants or convertible securities during the financial year. d) American Depository Receipt ( ADR ) or Global Depository Receipt ( GDR ) Programme The Company did not participate in any ADR or GDR Programme. e) Sanctions/Penalties Imposed There were no sanctions/penalties imposed during the financial year on the Company and its subsidiaries, Directors or management by the relevant regulatory bodies. f) Non-Audit Fees The amount of non-audit fees incurred for services rendered by the external auditors, and firms affiliated to them, during the financial year amounted to RM24,400. g) Variation in Results There is no material variance between the results for the financial year and the unaudited results previously announced. The Company did not make or release any profit estimate, forecast or projection for the financial year. h) Profit Guarantees There were no profit guarantees given by the Company during the financial year. i) Material Contracts There are no material contracts entered into by the Company and its subsidiaries which involve Directors and major shareholders interest subsisting at the end of the previous financial year or entered into during the financial year. There were no contracts relating to a loan by the Company and its subsidiaries in respect of material contracts. j) Revaluation Policy The Company does not adopt any revaluation policy on landed properties. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

24 Audit Committee Report COMPOSITION The Audit Committee during the financial year comprised the following: Datuk Abdul Kudus bin Alias - Independent Non-Executive Director, Chairman Loh Kok Leong - Independent Non-Executive Director Lim Kean Boon - Non-Independent Executive Director (resigned on 29 May 2008) Lim Hong Beng - Non-Independent Non-Executive Director (appointed on 29 May 2008) TERMS OF REFERENCE 1. Members The Committee shall be appointed by the Board from amongst the Directors of the Company and shall fulfill the following: a) not fewer than three members; b) all members must be Non-Executive Directors with a majority of whom being independent directors; c) 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, must have at least three years working experience and: (a)(a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountant Act (b)(b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act iii) fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad. d) no alternate director shall be appointed as an Audit Committee member; and e) one of the Audit Committee members who is an independent director shall be appointed Audit Committee Chairman by the members of the Audit Committee. 2. Quorum The majority of the members who must be independent directors present shall form a quorum. The minimum quorum for the Audit Committee Meetings is two members present, and in such case, both of them must be independent directors to constitute a quorum. 3. Authority The Audit Committee is granted the authority to investigate any activity, within its terms of reference, and have the resources which are required to perform its duties as well as full and unrestricted access to any information pertaining to the Company and its subsidiaries. The Audit Committee is empowered to obtain independent professional advice as necessary to assist the Audit Committee in fulfilling its responsibility. The Audit Committee shall also have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity. The Audit Committee may regulate its own procedures, in particular: a) the calling of meetings, including the convening of such meetings with external auditors, the internal auditors or both, excluding the attendance of other Directors and employees of the Company. The other Directors and employees can only attend such meetings upon Audit Committee s invitation. b) the notice to be given of such meetings c) the voting and proceedings of such meetings d) the keeping of minutes; and e) the custody, production and inspection of such minutes. 4. Functions and duties The duties and functions of the Committee shall be: a) To recommend the nomination of a person and persons as external auditors and to review the re-appointment and or resignation of the external auditor, the scope and general extent of the external auditors audit examination and ensure co-ordination between internal and external auditors. The external auditors fee is to be arranged and reviewed by the Committee. 22 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

25 Audit Committee Report 4. Functions and duties (cont d) b) To review the quarterly results and annual financial statements before submission to the Board, to consider on matters such as: going concern assumption; any changes in accounting policies and practices; significant adjustments resulting from the audit and unusual events; compliance with accounting standards; compliance with stock exchange and legal requirements; major judgemental areas. c) To review the following and report the same to the Board: i Review of the audit plan, the evaluation of the system of internal controls and audit report with the external auditors; ii The assistance given by the employees of the Company to the external auditors; iii The adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work; iv 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 recommendations of the internal audit function; v Any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedures or course of conduct that raises questions of management s integrity. 5. Meetings of the Audit Committee The Audit Committee convened four meetings during the financial year. Other members of senior management, upon invitation by the Audit Committee, were also present at the meetings. The attendance of each member of the Audit Committee is as follows: Member No. of meetings attended Datuk Abdul Kudus bin Alias 4/4 Loh Kok Leong 4/4 Lim Kean Boon (resigned on 29 May 2008) 4/4 Lim Hong Beng (appointed on 29 May 2008) - 6. Activities of the Committee The main activities undertaken by the Audit Committee during the year under review were as follows: Reviewed and approved the audit plans prepared by the internal and external auditors. Reviewed the quarterly unaudited results before recommending to the Board for approval. Reviewed the audited financial statements of the Company prior to submission to the Board for their consideration and approval. Reviewed the internal audit reports which highlighted the audit issues, recommendations and management s response. Discussed the actions taken to improve the system of internal controls based on improvement opportunities identified in the internal audit reports. Reviewed the Company s quarterly reports and year end financial statements of the Group for compliance with the Listing Requirements of Bursa Malaysia, Malaysian Accounting Standards Board and other relevant legal and regulatory requirements. Reviewed any related party transaction and conflict of interest situation that may arise within the Company or Group. 7. Internal Audit Function The internal audit function is outsourced to a professional firm of accountants with the objective of assisting the Audit Committee in the discharge of its duties and responsibilities. Its roles are to independently review the system of internal controls established by the management, its adequacy and effectiveness vis-à-vis the objectives set and to make appropriate recommendations. Internal Audit will present its yearly Internal Audit Plan, which includes the scope and functions of the Internal Audit for consideration and approval of the Audit Committee. The costs incurred for the internal audit function in respect of the financial year was RM67,820. The Audit Committee considers reports from Internal Audit and from management, before reporting and making recommendations to the Board on a quarterly basis or as appropriate. 8. Share Scheme for Employees The Company does not have a share scheme for employees and as such, no options were allocated during the financial year. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

26 Financial Statements Directors Report Statement by Directors 30 Statutory Declaration 30 Report of the Auditors 31 Income Statements 32 Balance Sheets 33 Statements of Changes in Equity Cash Flow Statements Notes to the Financial Statements TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

27 Directors Report for the year ended 31 March 2008 The Directors present their report together with the audited financial statements of the Group and of the Company for the year ended 31 March Change of name On 8 August 2007, the name of the Company was changed to TAHPS Group Berhad. Principal activities The principal activities of the Company consist of the cultivation of rubber and oil palm and investment in other companies. The subsidiaries are engaged in construction and property development for investment and sale. There has been no significant change in the nature of these principal activities during the financial year. Financial results Group Company RM 000 RM 000 Profit before taxation 25,432 24,916 Taxation (7,123) (7,143) Profit for the year 18,309 17,773 In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature other than those disclosed in the notes to the financial statements. Dividends The amounts of dividends paid and proposed since the end of the previous financial year were as follows:- First and final dividend paid in respect of 2007: RM sen gross per share tax exempt 7,485 5 sen gross per share less tax at 26% 2,770 10,255 First and final dividend proposed in respect of 2008: 15 sen gross per share less tax at 25% 8,421 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

28 Directors Report for the year ended 31 March 2008 Movements of reserves and provisions There were no material transfers to or from reserves and provisions during the financial year. Share capital The Company did not issue any shares during the financial year. Share options There were no share options granted during the financial year or unissued shares under option at the end of the financial year, in respect of shares in the Company. Directors The Directors in office since the date of the last report are:- Datuk Abdul Kudus bin Alias Lim Kai Hee Lim Ke Hun Lim Boon Lim Wan Yee Lim Hong Beng Lim Kee Choon Lim Kean Boon Loh Kok Leong Tan Sri Datuk Yong Poh Kon Chang Wee Chang Mooi Yuen [Alternate Director to Lim Boon Lim Wan Yee] Pursuant to the Articles of Association of the Company, Lim Ke Hun, Lim Boon Lim Wan Yee and Lim Kai Hee retire and being eligible, offer themselves for re-election. Datuk Abdul Kudus bin Alias retires pursuant to Section 129(2) of the Companies Act, 1965, and a resolution will be proposed for his re-appointment as a Director under the provision of Section 129(6) of the said Act to hold office until the next Annual General Meeting of the Company. 26 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

29 Directors Report for the year ended 31 March 2008 Directors interests According to the Register of Directors Shareholdings, particulars of interests in the shares in the Company and its related corporations during the financial year of those Directors holding office at the end of the financial year are as follows:- Number of ordinary shares of RM1.00 each 1 April 31 March Company 2007 Addition Disposal 2008 Direct Datuk Abdul Kudus bin Alias 33, ,000 Lim Kai Hee 61, ,000 Lim Ke Hun 99, ,000 Lim Boon Lim Wan Yee 26, ,000 Lim Hong Beng 25, ,000 Lim Kee Choon 1,415, ,415,815 Chang Wee Chang Mooi Yuen 22,000 11,000-33,000 Indirect Lim Kai Hee 28,844,133 7,000-28,851,133 Lim Ke Hun 28,844,133 28,000-28,872,133 Lim Kee Choon 21,812, ,812,682 Chang Wee Chang Mooi Yuen *25,481, ,852-26,099,294 Lim Kean Boon - 8,000-8,000 * Restated to include disclosure of interest held by Director pursuant to Section 134(12) of the Companies (Amendment) Act, By virtue of their interest in the Company, the following Directors are also deemed to be interested in the shares of the subsidiaries to the extent of the shares held by the Company: Lim Kai Hee Lim Ke Hun Lim Kee Choon Chang Wee Chang Mooi Yuen None of the other Directors in office at the end of the financial year had any interest in shares in the Company and its related corporations during the financial year. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

30 Directors Report for the year ended 31 March 2008 Directors benefits Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors shown in the financial statements, or the fixed salary of a full-time employee of the Company) 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 company in which the Director has a substantial financial interest, apart from those disclosed in the financial statements. Neither during nor at the end of the financial year, was the Company a party to any arrangements whose object is to enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Other statutory information Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps: (a) to ascertain the action taken in relation to the writing off of bad debts and the making of provision for doubtful debts and had satisfied themselves that there were no known bad debts and that adequate provision had been made for doubtful debts; and (b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been written down to their expected realisable values. At the date of this report, the Directors are not aware of any circumstances: (a) which would render it necessary to write off any bad debts or the amount of the provision for doubtful debts inadequate to any substantial extent or the values attributed to current assets of the Group and of the Company misleading; and (b) 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. In the interval between the end of the financial year and the date of this report: (a) no item, transaction or event of a material and unusual nature has arisen which, in the opinion of the Directors, would substantially affect the results of the operations of the Group and of the Company for the current financial year; and (b) no charge has arisen on the assets of the Group and of the Company which secures the liability of any other person nor has any contingent liability arisen in the Group and in the Company. No contingent or other liability of the Group and of the Company 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 when they fall due. At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading. 28 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008

31 Directors Report for the year ended 31 March 2008 Ultimate holding company The Company is not a subsidiary of another corporation at the end of the financial year. Auditors Messrs. Khoo Wong & Chan have indicated their willingness to continue in office. On behalf of the Board, Datuk Abdul Kudus bin Alias Loh Kok Leong Kuala Lumpur, 10 June 2008 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

32 Statement by Directors We, Datuk Abdul Kudus bin Alias and Loh Kok Leong being the Directors of TAHPS Group Berhad do hereby state on behalf of the Board of Directors that in our opinion, the financial statements set out on pages 32 to 71 are drawn up in accordance with applicable MASB approved accounting standards in Malaysia for Entities Other Than Private Entities so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 March 2008 and of the results of the operations, changes in equity and cash flows of the Group and of the Company for the year ended on that date. On behalf of the Board, Datuk Abdul Kudus bin Alias Loh Kok Leong Kuala Lumpur, 10 June 2008 Statutory Declaration I, Lim Kean Boon, being the Director primarily responsible for the accounting records and financial management of TAHPS Group Berhad do solemnly and sincerely declare that the financial statements set out on pages 32 to 71 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, Subscribed and solemnly declared by } Lim Kean Boon } at Kuala Lumpur in the } Federal Territory } on 10 June 2008 } Lim Kean Boon Before me, P. Saroja Commissioner for Oaths No: W TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2008