TRC SYNERGY BERHAD ( D)

Transcription

1 TRC SYNERGY BERHAD ( D) ANNUAL REPORT 2010

2 To become a large and diversified conglomerate with core business in construction, property development, privatization of government projects and oil and gas.

3 Contents 02 Chairman s Statement 06 Corporate Information 08 Profile of Directors 11 Corporate Structure 12 Statement on Corporate Governance 21 Statement on Internal Control 24 Audit Committee Report 29 Financial Statements 104 List of Properties 105 Analysis of Shareholdings 107 Analysis of Iculs Holdings 109 Analysis of Warrant Holdings 111 Notice of Fourteenth Annual General Meeting 114 Statement Accompanying Notice of Annual General Meeting Proxy Form

4 Chairman s Statement Dear Shareholders, On behalf of the Board of Directors, I am pleased to present the Annual Report and the Group Audited Accounts of TRC Synergy Berhad and its subsidiaries for the year ended 31 December Dato Sri Sufri Bin Hj Mohd Zin Executive Chairman

5 Overview The Malaysia economic fundamentals remain intact despite the challenging external environment and with the government announcement of the Economic Transformation Programme, we expect the country s economic growth in the short and medium term to continue to support the construction industry. The Group s main focus shall remain in expanding its strong business position through continued emphasis on strategic investments, the development of human resources and optimizing costs to further strengthen its profitability and also to continue to assimilate new ideas and innovation to enhance sustainability. Financial Review The year 2010 was a year of challenges, earnings volatility and intense competition. For the period under review, the Group s turnover was reduced to RM376.7 million from RM533.8 million in the preceding year representing a reduction of 29.4%. Likewise, the profit after tax also registered a reduction from RM27.3 million in 2009 to RM16.2 million representing a reduction of 40.6%. The lower turnover was largely due to the completion of some of the major projects like the Submarine Base in Sabah, Bawang Assam Road in Sibu and IPD Dang Wangi project. This in turn has been translated to a lower profit after tax. However, going forward, we expect the Group s performance to improve significantly in the coming years as we anticipate the country s robust economic growth to continue to support the construction industry. Review of Operations Construction Again, this division remains the main revenue contributor for the Group. The year 2010 saw the successful completion of projects like, Sibu Bawang Assam Road (RM222million) and IPD Dang Wangi (RM125million). While other projects such as the construction of warehouses for Bintulu Port (RM88 million), the Maritime College Kuantan (RM218 million) and the Northport Container Terminal Klang (RM45.9 million) were in full swing in its implementation and scheduled to be completed in year Subsequent to the close of the financial year, the Group was awarded its biggest project thus for, the Kelana Jaya Line Extension Project (Package A) by Syarikat Prasarana Negara Berhad for a contract sum of RM950 million. This is a very significant milestone for the Group both in terms of value as well as exposure in new area of works and new client. The award of the job is also a testament to the Group s remitting commitment and delivery capability. We anticipate year 2011 to be a year of phenomenal growth and we hope to see a few more significant projects coming on stream to the Group. This is in the light of governments emphasis on infrastructure related development that will contribute to the construction industry in general. 3

6 Chairman s Statement (Cont d) REVENUE (RM 000) PROFIT/(LOSS) BEFORE TAXATION (RM 000) SHAREHOLDERS S FUND (RM 000) NET TANGIBLE ASSETS PER SHARE (sen) 23, , ,717 41,738 38, , ,809 61, , , , , Review of Operations (cont d) Property TRC Corporate Offices and its subsidiaries have now been located to the TRC Business Centre at Andaman Ukay, Ampang, Selangor. The impending development on lot 196, Ukay Tropika, Ulu Klang, Selangor is expected to be officially launched in the third quarter of Respond were very good from potential buyers based on our preliminary surveys. This development is expected to generate a Gross Development Value of approximately RM80 million. Preliminary work is underway for the development of Impian Senibong Apartment Phase 2 in Johor Bahru. Besides this, other land bank which will be developed in the medium term is the 27 acres piece of land in Plentong, Johor Bahru. This division, through its wholly owned TRC Land Sdn Bhd is aggressively seeking for land banks to develop commercial or residential properties in Malaysia. In addition to this, the company will also venture into property acquisition and management should opportunity arises. The overseas property division, TRC Land (Cambodia) Ltd. through its purchase of 26% equity stake in Delta Gardens Ltd in Cambodia is currently developing double storey villas in Phnom Penh, Cambodia. This development is expected to generate a Gross Development Value of approximately USD 10 million. Though this division is still a minor contributor to the Group s revenue, we expect this to change once the above plans are on board and materialized. Energy Our associate company, PetroBru (B) Sdn. Bhd., which was incorporated to venture into a oil refinery and storage facility in Brunei Darussalam, has submitted a detailed proposal to the Brunei government to seek its final approval for the proposed venture. To date we are still awaiting its approval. 4

7 Chairman s Statement (Cont d) Review of Operations (cont d) Manufacturing This division was incorporated to complement the Group s construction division. We do not foresee its revenue to have an impact on the group s performance. Dividend Management remains confident in the underlying performance of our business and the Group s competitive position in a growing economy. In recognition of this and of our desire to continue to provide a steady return to our shareholders, the Board has recommended a first and final dividend of 5 sen less income tax of 25% for the 2010 financial year amounting to RM7,134, Future Prospects In accordance with the Economic Report 2010/2011, the construction sector is envisaged to expand 4.4% in 2011 (2010 : 4.9%), supported by the acceleration of ongoing projects such as KLIA 2, the Second Penang Bridge, Sabah Sarawak Gas Pipeline and the LRT extensions. In addition, the government is also, spearheading the development projects in the five growth corridors and new projects under the 10MP and the Economic Transformation Programme (ETP). The residential sub-sector is also envisaged to recover with developers more than ready to launch new projects in tandem with better buying sentiment and improved economic conditions. Acknowledgement In closing, a vote of thanks to our staff and management, business associates and my fellow Board members is in order. It is their dedication and outstanding performance that has enabled the group to emerge successfully from challenging times and to stay on track towards achieving a sustainable growth in the long run. 5

8 Corporate Information Board of Directors Dato Sri Sufri bin Hj Mohd Zin (Executive Chairman) Dato Abdul Aziz bin Mohamad (Executive Director) Noor Zilan bin Mohamed Noor (Independent Non-Executive Director) Abdul Rahman bin Ali (Independent Non-Executive Director) General (R) Tan Sri Mohd Shahrom Bin Dato Hj Nordin (Senior Independent, Non-Executive Director)

9 Corporate Information (Cont d) Share Registrar Mega Corporate Services Sdn Bhd Level 15-2, Sheraton Imperial Court Jalan Sultan Ismail Kuala Lumpur Tel : Fax : & Principal Bankers EON Bank Berhad Affin Bank Berhad AmBank (M) Berhad Malayan Banking Berhad United Overseas Bank Berhad RHB Bank Berhad CIMB Bank Berhad Standard Chartered Bank Malaysia Berhad Solicitors Messrs Noorzilan & Partners Messrs C.C. Choo, Hazila & Teong Messrs Zain Megat & Murad Company Secretary Abdul Aziz bin Mohamed (LS ) Stock Exchange Listing Bursa Malaysia Securities Berhad Main Market (Construction) Stock No.s : LA 5054 WA Registered Office / Principal Place of Business TRC Business Centre Jalan Andaman Utama Ampang Selangor Tel No. : Fax No. : info@trc.com.my Branch Office Lot 3626, Block 16, KCLD Taman Timberland, Lorong Rock Kuching, Sarawak Tel No. : Fax No. : Website Auditors AljeffriDean (AF-1366) , 5th Floor Menara KLH No. 2, Jalan Kasipillay Kuala Lumpur 7

10 Board of Directors from left to right Noor Zilan Bin Mohamed Noor Independent, Non Executive Director, Abdul Rahman Bin Ali Independent, Non Executive Director, Dato Sri Sufri Bin Hj Mohd Zin Executive Chairman, Dato Abdul Aziz Bin Mohamad Executive Director, General (R) Tan Sri Mohd Shahrom Bin Dato Hj Nordin Senior Independent, Non-Executive Director, 8

11 Profile of Director s (Cont d) Dato Sri Sufri Bin Hj Mohd Zin Executive Chairman, 55 years of age Malaysian Dato Sri Sufri Bin Hj Mohd Zin is the founder of TRC Group. He was appointed as the Managing Director of TRC Synergy Berhad ( TRC or the Company ) on 29 March 2002 and presently he is the Executive Chairman of the Company and the Managing Director of its subsidiary Companies. Dato Sri Sufri graduated from MARA Institute of Technology in 1982, with a Diploma in Business Studies. He began his career as a banker with Bank Bumiputera Malaysia Berhad in He later pursued a Bachelor Degree in Jurisprudence from Universiti Malaya and he also holds an MBA, which he obtained in In August 2009, Dato Sri Sufri was selected as one of the winner of the Outstanding Entrepreneurship Award organized by Enterprise Asia. Dato Sri Sufri achieved a personal milestone when he was honored as the CEO of the Year by the Construction Industry Development Board (CIDB) in He is also a member of the Jawatankuasa Pemandu established by the Works Minister in the implementation of the MOU between the Government of Malaysia and the Government of India on co-operation relating to the provision of Technical Assistance Services on Highway Management and Development. Dato Sri is the Vice President and Council Member of Master Builder Association Malaysia ( ), a member of the Road Engineering Association of Asia and Australia (REAAA) and Persatuan Kontraktor-Kontraktor Melayu Malaysia (Cawangan Wilayah Persekutuan). Recently he was appointed as a Board Member to Tun Hussein Onn University, Malaysia. During the Financial year ended 31 December 2010 he attended all four Board of Directors Meetings. Dato Abdul Aziz Bin Mohamad Executive Director, 52 years of age Malaysian Dato Abdul Aziz Bin Mohamad was appointed as an Executive Director of the Company on 29 March He joined TRC Group s, Trans Resources Corporation Sdn Bhd as a Senior Contract Executive in 1994 and now holds the post of Chief Executive Officer (CEO) of that subsidiary company. He had his early education in the Malay College Kuala Kangsar (MCKK) and graduated from Trent Polytechnic in Nottingham, England in He is a Quantity Surveyor by profession and a member of the Institution of Surveyors, Malaysia. He started his career as an Assistant Quantity Surveyor in England with Rider Hunt and Partners in 1982 and later joined Jabatan Kerja Raya (JKR) in 1983 as a Quantity Surveyor until subsequently join TRC. YBhg Dato Abdul Aziz attended three out of four Board of Directors Meetings held during the financial year ended 31 December He does not have any personal interest in any business arrangement involving the Company. Note :- Save as disclosed in page 9 and 10 :- 1. None of the Directors have:- i. Any family relationship with any director and/or substantial shareholders of the Company; ii. Any conflict of interest with the Company; and iii. Any conviction for offences (other than traffic offences) within the past ten (10) years. 2. None of the Directors holds directorship in other public companies. 9

12 Profile of Director s (Cont d) General (R) Tan Sri Mohd Shahrom Bin Dato Hj Nordin Senior Independent, Non-Executive Director, 63 years of age Malaysian General (R) Tan Sri Mohd Shahrom Bin Dato Hj Nordin was appointed as a Director of the Company on 25 March After his secondary education, he was selected for Officer Cadet training at the Royal Military College, Sungai Besi in 1966 before being commissioned as a Second Lieutenant into the Royal Malay Regiment in 1968 and assigned as a Platoon Commander with the 2nd Battalion, Royal Malay Regiment. General (R) tan Sri Mohd Shahrom has served in various appointments at command, staff, training and the diplomatic services levels and he was the Chief of the Malaysia Army from 1st January 2003 to 15 September Prior to that appointment he was the Chief of staff at the Armed Forces Headquarters. Currently he is the Executive Director (Defence and Business Development) of the National Aerospace & Defence Industries Sdn Bhd (NADI). He is also a Director of SME Ordnance Sdn Bhd (SMEO) a subsidiary company of the NADI Group of Companies. General (R) Tan Sri Mohd Shahrom is the Chairman to the Audit Committee and the Senior Independent Non Executive Director of the Company. During the financial year ended 31 December 2010 he attended all four Board of Directors Meetings held. Noor Zilan Bin Mohamed Noor Independent, Non Executive Director, 51 years of age Malaysian Noor Zilan Bin Mohamed Noor was appointed as a Director of the Company on 13 May He graduated from ITM in 1983 with a Diploma in Law. He then joined United Malayan Banking Corporation as a Trainee Executive Officer before pursuing for further studies in the United Kingdom in 1984 and graduated from City of London Polytechnics with LLB (Hons) majoring in Business Law in Subsequently, he went on to read Law at Lincoln s Inn and was called to the English Bar in 1988 and upon returning to Malaysia he was then called and admitted to the Malaysian Bar in 1989 as an Advocate & Solicitor. He then worked as a Legal Assistant before starting his own law firm in 1991 and is now a Senior Partner with an established law firm in Kuala Lumpur specializing in the area of Corporate Law, Banking, Building and Construction Law apart from civil & criminal litigation. Noor Zilan is a member of the Audit Committee and the Chairman to the Nomination Committee and Remuneration Committee. He attended all four Board of Directors Meetings held during the financial year ended 31 December Abdul Rahman Bin Ali Independent, Non Executive Director, 54 years of age Malaysian Abdul Rahman Bin Ali was appointed as a Director of the Company on 13 May He graduated from University of Malaya in 1982 with a Degree in Accounting. He is currently a Chartered Accountant of the Malaysian Institute of Accountants. He started his career as a credit officer with Bank Bumiputera Malaysia Berhad in He left the bank in 1986 to set up his own management consultancy company under the name of Advance Management Services in 1986 before becoming a Branch Manager with a public accounting firm, Sahir and Co. in In 1994, he set up his own accounting firm by the name A. Rahman & Associates and later became a partner of A. K. N. Arif (formally known as Omar Arif, A.Rahman & Associates) in Abdul Rahman is a member of the Audit Committee, Nomination Committee and Remuneration Committee. He attended three out of four Board of Directors Meetings held during the financial year ended 31 December

13 Corporate Structure 100% TRC Infra Sdn Bhd ( P) 100% TRC Energy Sdn Bhd ( K) 26% PetroBru (B) Sdn Bhd 100% TRC (Sarawak) Sdn Bhd ( W) 100% Trans Resources Corporation Sdn Bhd ( P) 100% TRC Concrete Industries Sdn Bhd ( V) 100% 60% Liputan Sutera Sdn Bhd ( H) Petrobru Build Sdn Bhd 100% TRC Land Sdn Bhd ( W) 100% TRC Development Sdn Bhd ( U) 100% 26% TRC Land (Cambodia) Limited (6234/09E) Delta Garden Limited (11524/08P) 100% TRC (Aust) Pty Ltd ( ) 33.33% Pretty Sally Holdings Pty Ltd ( ) 100% TRC International Pte Ltd (LL04510) 11

14 Statement on Corporate Governance The Board of Directors of TRC Synergy Berhad ( the Board ) recognizes the importance of maintaining a high standards of corporate governance as set out in the Malaysian Code on Corporate Governance ( The Code ) are practiced throughout the Company and its subsidiaries ( TRC Group or the Group ). This has been accepted by the Board as the Group s key responsibilities in order to protect and enhance long term shareholder value and the financial performance of TRC group. The Board will continuously evaluate the Group s corporate governance practices and procedures, and where appropriate will adopt and implement the best practices as enshrined in the Code. The Board is pleased to disclose below the following statement detailing the measures implemented by TRC Group to strengthen its compliance with the Principles and Best Practices of Corporate Governance as set out in the Code. DIRECTORS The Board of Directors ( the Board ) The Company is led and controlled by the Board of Directors headed by the Executive Chairman who has detailed knowledge and vast experience in the construction industry. The rest of the Board members possess a wide range of skill and experiences ranging from construction, finance, legal and general management discipline suitable for managing the Group businesses. A brief profile of each Director is presented in this Annual Report on pages 9 and 10. The Board has overall responsibility in the stewardship of the Group s direction and its performance inclusive of corporate governance, strategic planning and maintaining effective control over financial and operational matters. 12

15 Statement on Corporate Governance (Cont d) DIRECTORS (cont d) Board Composition and Balance The Board currently consists of five (5) members comprising two (2) Executive Directors and three (3) Independent Non- Executive Directors. The Company fulfills the prescribed requirement of having at least one-third (1/3) of the Board Members as Independent Non-Executive Directors. The Independent Non-Executive Directors provide broad, unbiased and balanced assessment on proposals initiated by the Executive Directors and the senior management of the Group. They also contribute by the exercise of independent judgment and objective participation in the proceeding and decision making process of the Board. Their differing backgrounds collectively bring with them extensive experience augur well with this process. In compliance with Part 2, AA VII of the Code, the Company has redesignated General (R) Tan Sri Mohd Shahrom Bin Dato Hj Nordin to resume the role as Senior Independent Non Executive Director to whom concern from the public may be conveyed. In view of this composition, the Board of the view that the present members of the Board are considered sufficient in addressing the issues affecting the Group. Board Meeting The Board convened a total of four (4) board meetings during the financial year ended 31 December In the meetings, the Board deliberated and considered matters relating to the Group s financial performance, key business and operational issues and business plans. Details of attendance at the meeting are as follows:- Name No. of Meeting Attended % of Attendance Dato Sri Sufri bin Hj Mohd Zin 4/4 100 Dato Abdul Aziz bin Mohamad 3/4 75 Jen (B) Dato Sri Mohd Shahrom bin Dato Hj Nordin 4/4 100 Noor Zilan Bin Mohamed Noor 4/4 100 Abdul Rahman bin Ali 3/4 75 All Directors have complied with the minimum 50% attendance requirement in respect of Board meeting as stipulated by the Bursa Listing Requirements. The Board has agreed to meet at least four times a year with additional matters addressed by way of circular resolutions and additional meeting to be held as and when the need arises. Supply of Information to the Board All Directors have full and unrestricted access to all information pertaining the Group s business as a full Board or in their individual capacity in carrying out their duties and responsibilities effectively. The Chairman undertakes primary responsibility for organizing information to be distributed to the Board. They also have direct access to the advice and services of the Company Secretary, senior management, internal and external auditors and other independent professional at all times and at the Company s expense. As for the Board meeting, all Directors are provided with the agenda and Board papers in sufficient time prior to the meetings to enable them to obtain further information and explanation, where necessary in order to be adequately informed before the meeting. Senior officers of the Group are invited to clarify and explain the relevant matters tabled to the Board. 13

16 Statement on Corporate Governance (Cont d) DIRECTORS (cont d) Appointment and Re-election of the Board The Company has a formal and transparent procedure for the appointment of new Directors and re-election of Directors. These aspects are spelt out clearly in the Company s Articles of Association. Besides, The Nomination Committee, comprising of two (2) Independent Non-Executive Directors, reviews and recommends any proposed appointments before the appointment are approved by the Board. All the newly appointed Directors are subject to election by shareholders at the Annual General Meeting subsequent to their appointment. As for the re-election of Directors, the Articles of Association of the Company provides at least one-third (1/3) of the Directors are required to retire by rotation at each financial year and are eligible to offer themselves for reelection at the Annual General Meeting. All Directors shall retire from office once at least in each three (3) years. At the last Annual General Meeting held on 24 June 2010, Dato Abdul Aziz Mohamad and General (R) Tan Sri Mohd Shahrom Bin Dato Hj Nordin retired and were elected to the Board. Directors Training All Directors have attended the Mandatory Accreditation Programme prescribed by Bursa Malaysia Securities Berhad. Subsequent to the repeal on the CEP Programme and the inception of the new requirement that requires the Board as a whole to evaluate the training needs for Directors. They will identify the relevant training programmes for Directors to ensure that they are updated with appropriate professional training to enhance their knowledge and professionalism in discharging their duties to the Group. During the financial year ended 31 December 2010, Majority of the Directors have attended the relevant training programmes and seminars to further broaden their knowledge and skills in the Group core business and on matters concerning their skills and professional fields as well as to keep abreast with development in the market place. 14

17 Statement on Corporate Governance (Cont d) DIRECTORS (cont d) Directors Training (cont d) The training programme attended by the Directors during the financial year ended 31 December 2010 included the following:- Directors Training Programme Dato Sri Sufri bin Hj Mohd Zin i. Training for Directors A Survey and Progress of Boardroom Excellence in PLCS in Malaysia ii. iii. The 7 th Malaysia Construction Sector Review & Outlook Seminar Launch of Sustainability Programme for Corporate Malaysia Posering Business Sustainability iv. CIDB Seminar Tinjauan & Prospek Sektor Pembinaan Dato Abdul Aziz bin Mohamad General (R) Tan Sri Mohd Shahrom Bin Dato Hj Nordin Noor Zilan Bin Mohamed Noor i. 12 th International Surveyors Congress ii. The Quatity Surveying International Convention 2010 Nil Nil Abdul Rahman Bin Ali i. Forum on The Challenges of Implementing FRS 139 ii. Seminar on Convergence of FRS and its implications on SMPs iii th World Congress of Accountants iv. Securities Commission Bursa Malaysia Corporate Governance Week 2010 General (R) Tan Sri Mohd Shahrom Bin Dato Hj Nordin and Noor Zilan bin Mohamed Noor did not attend any training programme during the year due to work commitments. Apart from that, frequent visit to the operational projects sites and occasional trips to meet overseas suppliers and consultants and active participation on the relevant association have equipped the Executive Directors with the latest information and technologies in the industry. 15

18 Statement on Corporate Governance (Cont d) DIRECTORS (cont d) Board Committees As recommended by the Code, the following committees have been established to assist the Board in the execution of its duties:- i. Audit Committee ii. Nomination Committee iii. Remuneration Committee iv. Employees and Directors Share Option Scheme (ESOS) Committee Each of this committee has its own functions and responsibilities and they report to the Board. DIRECTORS REMUNERATION The Group has adopted the principle recommended by the Code whereby the level or remuneration of the Directors and senior management should reflect the level of responsibility and contributions toward the successful and efficient running of the Group s activities. Procedure To assist the Board in the discharge of its duties, the Board has established a Remuneration Committee. As at the date of the Annual Report, the composition of the Remuneration Committee is as follows:- i. Noor Zilan Bin Mohamed Noor ii. Abdul Rahman Bin Ali The Committee will review and recommend to the Board the remuneration package of the executive directors and senior management of the Group with the main aim of providing level of remuneration sufficient to attract and retain competent executives who can manage the Group effectively. Disclosure The aggregate remuneration of the Directors received and receivable from the Company and its subsidiaries during the financial year ended 31 December 2010 are as follows:- Category Fees (RM) Salaries (RM) EPF & SOCSO (RM) Bonus Executive Directors - 1,712, , , Non-Executive Director 84, Total 84, ,712, , , The remuneration paid to the Directors, analysed into the following bands, is as follows:- Range of remuneration Number of Executive Directors Number of Non-Executive Directors Less than RM 50,000-3 RM50,001 RM900,000 * - - RM900,001 RM950, RM950,001 RM1,850,000 * - - RM1,850,001 RM1,900, * No Directors within this range of remuneration. 16

19 Statement on Corporate Governance (Cont d) RELATIONSHIP WITH INVESTORS AND SHAREHOLDER COMMUNICATION The Board is fully aware that the key element of good corporate governance is the effective communication and proper dissemination of all important issues and major development concerning the Company to all shareholders and investors. In addition to the various announcements made during the year, the timely release of financial results on a quarterly basis provides shareholders with an overview of the Group s performance and operations. During the financial year ended 31 December 2010, the Company organized a number of meetings and briefings with financial analysts to establish better understanding of the Company s objective and performance and to convey other information that may affect shareholders interest. The Company also has a cordial relationship with reporters who have been playing a very effective role in conveying the Group s information to the public, shareholders and investors. Press releases are also occasionally organized to clarify on certain matters related to the Company and its operating unit. Besides, shareholders, investors and members of the public may also obtain updated information on the Group by accessing to the Company s website at THE ANNUAL GENERAL MEETING The Annual General Meeting remains the primary channel of communication with the Company s its shareholders in particular private investors. Shareholders are encouraged and given sufficient time and opportunity to participate in the proceedings, to raise questions and participate in discussions pertaining the operation and financial aspects of the Group. They may seek clarifications on the Group s performance, major development as well as on the resolutions being proposed. All Board members, senior management as well as the Company s external auditors are available to respond to shareholders relevant questions raised at the meeting. ACCOUNTABILITY AND AUDIT Financial Reporting In presenting the Company s financial statements and quarterly results to shareholders and other interested parties, the Board aims to present a balanced and understandable assessment of the Group s financial position and prospects. The Board is responsible for ensuring that the financial statements give a true and fair view of the financial position of the Group and of the Company as at the accounting period. In preparing the financial statements, the Directors have ensured that financial statements have been drawn up in accordance with Financial Reporting Standard and the Companies Act The Group s annual financial statements and quarterly results are reviewed by the Audit Committee and approved by the Board before announcement to Bursa Malaysia for public release. The Statement explaining the Directors responsibilities for preparing the annual audited financial statements pursuant to paragraph 15.27(a) of the Listing Requirements is set out on page 20 of the Annual Report. 17

20 Statement on Corporate Governance (Cont d) ACCOUNTABILITY AND AUDIT (cont d) Internal Control The Board acknowledges and placed strong emphasis in maintaining a sound system of internal control which provides reasonable assurance of effective and efficient operations and compliance with regulations as well as with internal procedures and guidelines. Details of the Group s internal control system is presented in the Statement on Internal Control and Audit Committee Report set out on pages 21 to 23 and pages 24 to 28 respectively. Relationship with External Auditors Through the Audit Committee, the Group has established a transparent and appropriate relationship with the Group s internal and external auditors in seeking their advice and towards ensuring compliance with the applicable Approved Accounting Standards. The external auditors are invited to attend the Audit Committee meeting and to the Board meeting on a need basis as and when deemed appropriate. Corporate Social Responsibility ( CSR ) The Board recognizes the importance of the CSR the framework of which has been launched by the Bursa Malaysia on 15 September The move by Bursa Malaysia is seems to be inline with the decent intention of the Government to inculcate the culture of corporate social responsibility among the public listed companies. Therefore, the Board has agreed to beef up the Company s social activities with an intention to share the company s profitability with the public in forms of contribution on social responsibility activities. During the financial year ended 31 December 2010, the Company had initiated the establishment of a foundation which is to be known as Yayasan TRC. The primary objective of Yayasan TRC is to encourage TRC Group s employees where education is concerned to continuously upgrade themselves and to give better educational opportunity to their family members as well as to assist them in form of monetary such as donation, scholarship and/or educational tools and equipment to their eligible family members. Besides providing immediate assistance and relief to the employees who suffer losses from any sort of misfortune, the Yayasan would also assist members of society particularly those from areas in which the TRC Group has business activities, in form of providing contribution and donation to educational institutions, orphanage, local association/clubs and other suitable bodies in upholding their activities and objectives. The Company had also contributed to the national sport development by sponsoring a team for the Premier Hockey League. Being the premier sponsor for UniKL TRC Team, the Company hoped that its small contribution would in anyway helps the Malaysian Hockey Federation in providing and developing bigger talent pool which can be selected to represent the National team in the near future. 18

21 Statement on Corporate Governance (Cont d) STATEMENT OF COMPLIANCE WITH THE BEST PRACTICE OF THE MALAYSIAN CODE ON CORPORATE GOVERNANCE (THE CODE) Save as disclosed below, the group has substantially complied with the Best Practices in Corporate Governance set out in Part 2 of the Code:- Provision of the Code Details Explanation Part 2, AA II Chairman and Chief Executive The Company is headed by an Executive Chairman and therefore, the roles of the Chairman and the Chief Executive Officer are not separate. The Board is of the opinion that the check and balance of power is undertaken by the strong presence of Independent Non-Executive Directors in the Board. Furthermore, the Chairman encourages all Directors to participate actively in all deliberation of issues that concern the Group. Hence, the Board maintains the view that this combined arrangement will not hamper the Board from making fair decisions for the best interest of the Group. In compliance with Part 2 AA VII, the Company has appointed General (R) Tan Sri Mohd Shahrom Bin Dato Hj Nordin as the Senior Independent Non-Executive Director to whom concerns may be conveyed. ADDITIONAL COMPLIANCE INFORMATION In compliance with the Listing Requirements, the following information is provided:- Utilization of Proceeds For the financial year ended 31 December 2010, there was no proceed raised from any exercise. Share Buybacks The Company has not undertaken any share buyback exercise during the financial year ended 31 December Option, Warrants or Convertible Securities During the financial year ended 31 December 2010, 224,400 shares were issued by virtue of the conversion of ICULS and 400,000 shares were issued by the Company by virtue of the exercise of options pursuant to the Company s ESOS. American Depository Receipt (ADR) / Global Depository Receipt (GDR) The Company has not sponsored any ADR or GDR Programme. Sanctions and / or Penalties There were no sanction and/or penalty imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies during the financial year ended 31 December

22 Statement on Corporate Governance (Cont d) ADDITIONAL COMPLIANCE INFORMATION (cont d) Non-Audit Fees The non-audit fees paid to external auditors amounting to RM7, for the financial year ended 31 December Variation of Results There was no material variation between the audited results for the financial year ended 31 December 2010 with the unaudited results announced. Profit Guarantee There was no profit guarantee given by the Company during the financial year ended 31 December Material Contracts There was no material contracts between the Company and its subsidiaries involving Directors and major shareholders interests during the financial year ended 31 December Revaluation of Landed Properties The Company does not adopt a policy of regular revaluation of its properties. Recurrent Related Party Transaction The Company did not enter into any recurrent related party transaction which requires the shareholders mandate during the financial year ended 31 December STATEMENT OF DIRECTORS RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS The Board is responsible to ensure that the financial statements are prepared in accordance with the provision of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to ensure a true and fair view of the state of affairs of the Group and the Company as at the end of each financial year and of their results and their cash flows for that financial year then ended. The Board is also responsible to maintain accounting records that disclose with reasonable accuracy the financial position of the Group and the Company, and which enable them to ensure that the financial statements comply with the Companies Act, The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities. The Directors are satisfied that in preparing the financial statements of the Group for the financial year ended 31 December 2010, the Group has adopted appropriate accounting policies and applied them prudently and consistently. They are also satisfied that reasonable and prudent judgments and estimates were made and all applicable Approved Accounting Standards in Malaysia have been followed accordingly. 20

23 Statement on Internal Control The Board of Directors of TRC Synergy Berhad ( the Board ) is committed to maintaining a sound and effective System of Internal Control in the Group. The Board is pleased to provide the following Statement on Internal Control which outlines the nature and scope of internal control of the Group during the financial year ended 31 December BOARD RESPONSIBILITY The Board acknowledges its responsibility for maintaining a sound system of internal control and risk management, and for reviewing the adequacy and integrity of these systems. The internal control system involves the core business and its key management, including the Board, and is designed to meet the Group s business objectives and to manage the risks to which it is exposed. The system of Internal Control aims to :- i. safeguard shareholders interest and the assets of the Group; ii. ensure that proper accounting records are maintained; and iii. ensure that the financial information used within the business and the publication to the public is reliable. The Board is fully aware that this system, by its nature, can only provide reasonable, and not absolute, assurance against material misstatement, fraud and error. These systems are designed to manage and mitigate, rather than eliminate, the risk of failure to achieve business objectives of the Group. The Board s responsibility for internal control does not cover those of the associated companies which are separately managed. 21

24 Statement on Internal Control (Cont d) INTERNAL CONTROL The key elements of the Group s internal control system are described below:- Internal Audit Function The Board is fully aware of the importance of the internal audit function and has established the Internal Audit Department for the Group on 20 August The main objective of this department is to review the key business processes and controls and to assists the Audit Committee in the discharge of its duties and responsibilities. Its role is to provide independent and objective reports on the organization, management, records, accounting policies and internal controls to the Audit Committee and the Board. As required by the Listing Requirements, the Internal Auditors report directly to the Audit Committee. They provide periodic reports to the Audit Committee on the outcome of the audit works conducted by them which would be reviewed and evaluated by the Audit Committee. None of the weaknesses or issues identified during the review for the financial year ended 31 December 2010 has resulted in non compliance with any relevant policies or procedures, listing requirements and other recommended industry practices that require disclosure in the Company s Annual Report. The presence of the internal audit function has provided the level of assurance as to the effectiveness of the operation and validity of the Group s internal control system. The details of the Internal Audit activities are mentioned on page 26 of this Annual Report. Quality Policy The construction arm of the Group has a clear and well documented Quality Policy in accordance with ISO 9001 : This policy and the related procedures are communicated to the respective staff members. Amongst the salient features of the Quality Policy are as follows:- i. Internal Quality Audits are conducted at planned intervals to determine whether the Quality Management System is effectively implemented and maintained and conforms to the established system requirements of Internal Standard, ISO 9001:2008. ii. iii. iv. On an annual basis, an overall Internal Quality Audit Plan is devised encompassing every departments and projects, taking into consideration the status and importance of relevant process, areas to be audited as well as results of previous audits. Qualified Internal Quality Auditors will be assigned with audit works in accordance with the Internal Quality Audit Plan where the reports shall be examined and analyzed and reported to the management during Management Review Board Meeting. As part of the Quality Management System, the management shall meet on monthly basis to discuss and deliberate all issues relating to the business of the Group. v. The Audit Committee is accessible to the relevant reports produced in relation to the Quality Management and if the need arise, the matter shall be further discussed in the Board Meeting. Line of Reporting Clearly defined delegation of responsibilities to committees of the Board and to operating units, including authorisation levels for all aspects of the business. This also includes detailed job description and specification provided to each employee of the Group which is further reiterated through a well defined organizational structure. 22

25 Statement on Internal Control (Cont d) INTERNAL CONTROL (cont d) Dissemination of Information within the Group Regular and comprehensive information is provided to Management covering financial performance and key business indicators, key operating statistics/ indicators, key business risks, legal, environmental and regulatory matters. Key matters affecting the Group are brought to the attention of the Audit Committee and are reported to the Board on a regular basis. Detail Budgeting Process A detailed budgeting process where operating units prepare budgets for every project for discussion in the Management Meeting. A monthly monitoring of results against budget, with major variances being followed up and management action taken, where necessary. Risk Management Framework The Group has in place an on-going process for identifying, evaluating, monitoring and managing the significant risks affecting the achievement of its business objectives. This is an on-going process, subject to regular review by the Board, and accords with the Statement on Internal Control: Guidance for Directors of Public Listed Companies. The Group adopts a decentralised approach to risk management by encouraging participation of all employees in such a manner that the employees take ownership and responsibility for risks at their respective levels. The process of risk management and treatment is overseen by the senior management and report to the Board through the Audit Committee. The risk management framework is also embodied in the Quality Policy in accordance with ISO 9001 : 2008 practised by a wholly-owned subsidiary of the Company. Audit Committee The Audit Committee, on behalf of the Board, regularly reviews and holds discussions with the management on the matters relating to internal control, the external auditors and the management. The Report on the Audit Committee set out on pages 24 to 28 of this Annual Report contains further details on the activities undertaken by the Audit Committee in Board The Board holds regular discussions with the Audit Committee, Management and external auditors and reads their reports on matters relating to internal controls and deliberates their recommendations for implementation. The Directors have taken the necessary steps, as are reasonably open to them, to ensure that adequate systems of internal controls are in place for the assets of the Group to be adequately safeguarded through the prevention and detection of fraud and other irregularities and material misstatements. The Directors believe that the system of internal control is considered adequate to the business operations, and that the risks taken are at an acceptable level within the context of the business environment of the Group. The Board is not aware of significant weaknesses in the internal control system that will result in material losses. This statement is made in accordance with a resolution of the Board of Directors dated 25 April

26 Audit Committee Report 1. Composition of the Audit Committee The Audit Committee of the Company was established in August Presently, the Committee comprises of the following members. All of them are Independent Non Executive Directors. Chairman : General (R) Tan Seri Mohd Shahrom Bin Dato Hj Nordin (Senior Independent Non-Executive Director) Member : i. Noor Zilan bin Mohamed Noor (Independent Non-Executive Director) ii. Abdul Rahman Bin Ali (Independent Non-Executive Director) (Member of the Malaysian Institute of Accountants) Secretary : Abdul Aziz Bin Mohamed (Company Secretary) 2. Terms of Reference i. Composition The Board of Directors shall elect an Audit Committee from amongst themselves (pursuant to a resolution of the Board of Directors) comprising of not less than three (3) members all of them must be Non-Executive Directors with a majority of them being Independent Directors. The members of the Audit Committee shall elect a Chairman from amongst themselves. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Directors of the Company. Should any member of the Audit Committee cease to be a Director of the Company, his membership in the Audit Committee would cease forthwith. If the members of the Audit Committee for any reason be reduced to below three (3), the Board of Directors shall within three (3) months of that event, appoint such number of the new members as may be required to make up the minimum number of three (3) members. 24

27 Audit Committee Report (Cont d) 2. Terms of Reference (cont d) ii. Objectives The primary objectives of the Audit Committee are: a. To provide assistance to the Board in fulfilling its fiduciary responsibilities particularly relating to business ethics, policies and practices and financial management and control. b. To provide greater emphasis on the audit functions by increasing the objectivity and independence of external and internal auditors and providing a forum for discussion that is independent of the management. c. To maintain through regularly scheduled meetings a direct line of communication between the Board and the external auditors, internal auditors and financial management. iii. Duties and Responsibilities The duties and responsibilities of the Audit Committee shall be: a. To consider the appointment of the external auditors, audit fee and any questions of resignation or dismissal. b. To discuss with the external auditor before the audit commences the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved. c. To review the quarterly results and year end financial statements before submission to the board, focusing particularly on: i. any changes in accounting policies and practices ii. iii. iv. major judgmental areas significant adjustments resulting from the audit the going concern assumption v. compliance with accounting standards vi. compliance with the stock exchange and legal requirements d. To discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary). e. To review the internal audit programme, consider the major findings of internal audit investigations and management s response, and ensure co-ordination between the internal and external auditors. f. To keep under review the effectiveness of the internal control systems, and in particular review the external auditor s management letter and management s response. g. To review any related party transactions and conflict of interest situations that may arise within the Group including any transactions, procedure or course of conduct that raises questions of management integrity. h. To carry out such other functions as stipulated in the Bursa Securities Listing Requirements and other functions as may be agreed to by the Audit Committee and the Board of Directors. 25

28 Audit Committee Report (Cont d) 2. Terms of Reference (cont d) iv. Authority The Committee is authorised by the Board to investigate any activity within the terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee. The Committee is empowered by the Board to retain persons having special competence as necessary to assist the Committee in fulfilling its responsibilities. v. Meeting and Minutes The Audit Committee shall not hold less than three (3) meetings a year and the quorum for each meeting shall be two (2) members. Minutes of each meeting shall be kept and distributed to each member of the Committee and also to the other members of the Board. The Committee Chairman shall report on each meeting to the Board. The Company Secretary shall act as the Secretary to the Audit Committee. 3. Summary of Activities of the Audit Committee During the financial year ended 31 December 2010, the Audit Committee met four times. The Company Secretary acted as the secretary for the Committee at all the meetings held. Other Directors and senior management of the Group were also present at the meeting upon invitation. The details of the attendance of the members of the Audit Committee are as follows:- No. Audit Committee Attendance 1 Noor Zilan bin Mohamed Noor 4/4 2 Abdul Rahman Bin Ali 3/4 3 General (R) Dato Seri Mohd Shahrom Bin Dato Hj Nordin 4/4 During the financial year, the Audit Committee carried out the following review :- The quarterly management and annual audited financial statements to ensure compliance with statutory reporting requirements and appropriate resolution of all accounting and audit matters requiring significant judgment and where appropriate, made recommendations to the Board. The external auditors fees and to recommend their reappointment to the Board. Measures implemented by management with regard to risk management and internal control. The statement of Corporate Governance and Statement on Internal Controls which are prepared in accordance with the provisions set out under the Malaysian Code on Corporate Governance, the extent of compliance with the said Code and recommend to the Board action plan to address further compliance matters. The revised terms of reference of Audit Committee to expend the function of the Audit Committee to include the review of the adequacy of the competence of the internal audit function. 26

29 Audit Committee Report (Cont d) 4. Internal Audit Function The Group internal audit function carried out by the Internal Audit Department reports directly to the Audit Committee. The principal objective of the Department is to provide independent and constructive reports on the effectiveness of the internal control system within the business units and projects of the Group. Apart from that, the Department also ascertains that adequate internal control is maintained to safeguard the assets, resources and the shareholders interest. Throughout the financial year, the Internal Audit Department has undertaken several independent audit assignments in accordance with the approved annual audit plan. Details of the activities performed are as follow: Examined and reviewed existing control over all significant operation and system within the Group to ascertain reasonable assurance that the Group s objective and goals are met efficiently and economically. Recommend appropriate control measures to overcome deficiencies and to enhance the effectiveness of operation. Reviewed the adequacy of control for procurement activities and material handling at respective project sites. Reviewed the effectiveness of management and utilization of fixed assets within the Group. Prepared the annual audit plan for consideration by Audit Committee. To complement with the Quality Management System in accordance to ISO9001:2008. Continuous follow up of reviews on recommendation and outstanding issues to ensure both are implemented and resolved accordingly. From the internal audit findings, the Internal Audit Department will prepare independent opinion and reports accordingly to the Audit Committee on risks area and weaknesses identified with relevant recommendations. All recommendations shall be reviewed and discussed accordingly and communicated to the management to rectify the identified weaknesses. The Department also established follow up reviews to monitor and ensure that the recommendations agreed by the Audit Committee have been effectively implemented. Going forward the Internal Audit Department will strengthen its capacity and efficiency for the better contribution to the Group pursuant to the Audit Chartered and Internal Audit Plan which have been approved by Audit Committee. 5. Statement in relation to the allocation of Share Option Scheme The Audit Committee noted that the Company had established Share Option Scheme for Employees and Directors ( The Scheme ) pursuant to the By-Laws which were approved by the shareholders at the Extraordinary General Meeting held on 30 April The Scheme shall remain in force for a duration of five (5) years commencing from 22 June 2004 and could be extended for another five (5) years at the discretion of the ESOS Committee. On 27 August 2008, the ESOS Committee had approved the extension of the Scheme for another five (5) years commencing from its expiry date of 21 June Therefore, the Scheme will expire on 20 June The salient terms of the Scheme are as follows:- i. The maximum number of the Company s new shares to be made available under the Scheme shall not exceed fifteen percent (15%) of the issued and paid up capital of the Company; ii. Not more than fifty percent (50%) of the Company s shares available under the Scheme shall be allocated to Directors and senior management; 27

30 Audit Committee Report (Cont d) 5. Statement in relation to the allocation of Share Option Scheme (Cont d) iii. iv. Not more than ten percent (10%) of the Company s shares available under the Scheme shall be allocated to individual Director or eligible employees, who either singly or collectively through person connected to them holds twenty percent (20%) or more of the issued and paid up capital of the Company; The eligible participants shall include eligible employees and Directors who as at the offer date have satisfied the following criteria :- a. is a confirmed employee or appointed director within the Group; b. has attained at least age of eighteen (18); c. is employed full time and on the payroll of the Group; d. is under such category and of such criteria that the option committee may from time to time decide. v. The Scheme shall remain in force for a duration of five (5) years from the effective date of the launch and could be extended for another five (5) years at the discretion of the ESOS Committee. vi. The option price for each share shall be based on the weighted average market price (WAMP) of the Company s share traded on the Exchange for the five (5) trading days preceding the date of offer with a discount if any, that does not exceed ten percent (10%) from the five (5) day of the Company s shares. The option under the Scheme was initially offered to the eligible employees and Directors at an offer price of RM1.70 per option share. Subsequently, consequent to the Rights Issue exercise which was completed on 31 January 2007, the exercise price of the Scheme was adjusted to RM1.47 per option share. The exercise price was further adjusted in 2008 to RM1.23 per option share in consequence to the Bonus Issue Exercise undertaken by the Company which was completed on 11 April

31 Contents 30 Directors Report 35 Statement by Directors 35 Statutory Declaration 36 Independent Auditors Report 38 Statements of Comprehensive Income 39 Statements of Financial Position 40 Statement of Changes in Equity - Group 41 Statement of Changes in Equity - Company 42 Statements of Cash Flows 44 Notes to the Financial Statements

32 Directors Report The directors have pleasure in presenting their report together with the audited fi nancial statements of the Group and of the Company for the fi nancial year ended 31 December PRINCIPAL ACTIVITIES The principal activities of the Company are investment holding, general contractors for supplying labour and provision of corporate, administrative and fi nancial support services to its subsidiaries. The principal activities of the subsidiaries are as disclosed in Note 17 to the fi nancial statements. There have been no signifi cant changes in the nature of the principal activities during the fi nancial year. RESULTS Group RM Company RM Profi t net of tax 16,191,656 7,384,450 Profi t attributable to : Equity holders of the Company 16,191,656 7,384,450 Minority interest ,191,656 7,384,450 RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the fi nancial year other than as disclosed in the fi nancial statements. In the opinion of the directors, the results of the operations of the Group and of the Company during the fi nancial year were not substantially affected by any item, transaction or event of a material and unusual nature. DIVIDENDS The amount of dividend paid by the Company during the year, was as follows : In respect of the fi nancial year ended 31 December 2009 as reported in the directors report of that year: First and fi nal dividend of 4 sen per share less 25% taxation, on 189,626,319 ordinary shares, paid on 13 July ,688,790 RM At the forthcoming Annual General Meeting, a provisional dividend in respect of the fi nancial year ended 31 December 2010, of 5 sen per share less 25% taxation on 190,247,839 ordinary shares amounting to a dividend payable of RM7,134,294 (3.75 sen net per ordinary share) will be proposed for shareholders approval. The fi nancial statements for the current fi nancial year do not refl ect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the fi nancial year ending 31 December

33 Directors Report (Cont d) DIRECTORS The names of the directors of the Company in offi ce since the date of the last report and at the date of this report are : Dato' Sri Sufri Bin Hj Mohd Zin Dato' Abdul Aziz Bin Mohamad Gen. (R) Tan Sri Mohd Shahrom Bin Dato' Hj Nordin Abdul Rahman Bin Ali Noor Zilan Bin Mohamed Noor DIRECTORS' BENEFITS During and at the end of the fi nancial year, no arrangements subsisted to which the Company is a party, with the object or objects of enabling Directors of the Company to acquire benefi ts by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than those share options granted pursuant to the Employee Share Options Scheme. Since the end of the previous fi nancial year, no director has received or become entitled to receive a benefi t (other than benefi ts included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 9 of the fi nancial statements or the fi xed salary of a full time employee) by reason of a contract made by the Company or a related corporation with any director or with a fi rm of which he is a member, or with a company in which he has a substantial fi nancial interest, as required by Section 169 (8) of the Companies Act, DIRECTORS' INTERESTS According to the register of directors shareholdings, the interests of directors in offi ce at the end of the fi nancial year in shares in the Company and its related corporations during the fi nancial year were as follows : The Company Number of Ordinary Shares of RM1.00 Each At At Acquired Sold Direct Interest: Dato Sri Sufri Bin Hj Mohd Zin 24,404,799 - (5,500,000) 18,904,799 Dato Abdul Aziz Bin Mohamad 5,529, ,529,284 Deemed Interest: Dato Sri Sufri Bin Hj Mohd Zin # 53,198,000 - (4,000,000) 49,198,000 # Deemed interested by virtue of his substantial shareholdings in TRC Capital Sdn. Bhd. and Kolektif Aman Sdn. Bhd. Number of Share Options At At The Company Granted Exercised Dato Sri Sufri Bin Hj Mohd Zin 900, ,000 Dato Abdul Aziz Bin Mohamad 850, ,000 Number of Warrants At At The Company Granted Exercised Dato Sri Sufri Bin Hj Mohd Zin 5,047, ,047,599 31

34 Directors Report (Cont d) Dato Sri Sufri Bin Hj Mohd Zin and Dato Abdul Aziz Bin Mohamad by virtue of their interest in shares in the Company are also deemed interested in shares of all the Company s subsidiaries to the extent the Company has an interest. None of the other directors in offi ce at the end of the fi nancial year had any interest in shares in the Company or its related corporations during the fi nancial year. ISSUE OF SHARES During the fi nancial year, the Company increased its issued and paid-up ordinary share capital from RM189,623,439 to RM190,247,839 by way of: (i) (ii) the issuance of 224,400 ordinary shares of RM1.00 each at par value from conversion of Irredeemable Convertible Unsecured Loan Stocks ( ICULS ); and the issuance of 400,000 ordinary shares of RM1.00 each for cash pursuant to the Company s Employee Share Options Scheme ( ESOS ) at an exercise price of RM1.23 per ordinary share. The new ordinary shares issued during the fi nancial year ranked pari passu in all respect with the existing ordinary shares of the Company. WARRANTS 2007/2017 A total of 30,800,000 free warrants were issued by the Company in conjunction with the Rights Issue in Each warrant is convertible into one new ordinary share of RM1.00 each at the exercise price of RM1.00 per ordinary share. Consequential to the Bonus Issue in 2008, the Company had issued an additional 6,101,520 new Warrants 2007/2017 pursuant to the adjustments in accordance with the provision under the Deed Poll executed by the Company on 15 November 2006 constituting the Warrants ( Deed Poll ). No warrants were exercised during the current fi nancial year and a total of 36,609,120 warrants remained outstanding as at 31 December The warrants are valid for a period of ten years and shall expire on 21 January IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS On 22 January 2007, the Company issued RM30,800,000 nominal value of 5 - year 5% Irredeemable Convertible Unsecured Loan Stocks ( ICULS ) at a nominal value of RM1.00 each for additional working capital purposes. Consequential to the Bonus Issue in 2008, an additional 247,433 new TRC ordinary shares would be issued by the Company upon the full conversion of the existing ICULS pursuant to the adjustments in accordance with the provision under the Trust Deed executed by the Company on 15 November 2006 constituting the ICULS ( Trust Deed ). As at 31 December 2010, 29,836,193 ordinary shares have been issued pursuant to the conversion of RM29,790,633 nominal amount of ICULS issued at 100% of its nominal value. From the remaining 1,009,367 units unconverted ICULS, an additional 201,873 new TRC ordinary shares would be issued by the Company upon conversion of the existing ICULS. The terms of the ICULS are disclosed in Note 27 to the fi nancial statements. 32

35 Directors Report (Cont d) TREASURY SHARES The Board obtained shareholders approval to undertake the purchase of up to 10% of the issued and paid up share capital of the Company. The shareholders of the Company, by a special resolution passed in a general meeting held on 24 June 2010, renewed their approval for the Company s plan to repurchase its own ordinary shares. The directors of the Company are committed to enhancing the value of the Company for its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders. EMPLOYEE SHARE OPTIONS SCHEME The TRC Synergy Berhad Employee Share Options Scheme ( ESOS ) is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on 30 April The ESOS was implemented on 22 June 2004 and is to be in force for a period of 5 years from the date of implementation. The Board of Directors has approved the extension of the duration of ESOS for another fi ve years from the expiry date of the initial ESOS period (21 June 2009). The salient features and other terms of the ESOS are disclosed in Note 35 to the fi nancial statements. The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the names of option holders, including directors, who have been granted option to subsrcibe for less than 850,000 ordinary shares of RM1.00 each. The names of option holders granted option to subscribe for 850,000 or more ordinary shares of RM1 each during the fi nancial year are as follows :- Exercise Number of Share Options Name Grant Date Expiry Date Price Granted Exercised RM Abdul Aziz Bin Mohamed ,000 (133,000) 857,000 Dato Khoo Teng San , ,000 Loh Leh Wong ,000 (120,000) 730,000 Yeoh Sook Keng , ,000 Details of options granted to directors are disclosed in the section on Directors Interests in this report. OTHER STATUTORY INFORMATION (a) Before the statements of comprehensive income and statements of fi nancial position of the Group and of the Company were made out, the directors took reasonable steps: (i) (ii) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfi ed themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise. (b) At the date of this report, the directors are not aware of any circumstances which would render: (i) (ii) the amount written off for bad debts or the amount of the allowance for doubtful debts inadequate to any substantial extent; and the values attributed to the current assets in the fi nancial statements of the Group and of the Company misleading. 33

36 Directors Report (Cont d) OTHER STATUTORY INFORMATION (CONT D) (c) (d) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the fi nancial statements of the Group and of the Company which would render any amount stated in the fi nancial statements misleading. (e) As at the date of this report, there does not exist : (i) (ii) any charge on the assets of the Group or of the Company which has arisen since the end of the fi nancial year which secures the liabilities of any other person; or any contingent liability of the Group or of the Company which has arisen since the end of the fi nancial year, except as disclosed in Note 38 to the fi nancial statements. (f) In the opinion of the directors: (i) (ii) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the fi nancial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the fi nancial year and the date of this report which is likely to affect substantially the results of the operations of the Group and of the Company for the fi nancial year in which this report is made. SIGNIFICANT AND SUBSEQUENT EVENTS DURING THE FINANCIAL YEAR The signifi cant and subsequent events during the fi nancial year are disclosed in Note 44 and 45 to the fi nancial statements. AUDITORS The auditors, Messrs AljeffriDean, have expressed their willingness to continue in offi ce. Signed on behalf of the Board in accordance with a resolution of the directors, DATO' SRI SUFRI BIN HJ MOHD ZIN DATO' ABDUL AZIZ BIN MOHAMAD Kuala Lumpur, Malaysia. Date : 26 April

37 Statement By Directors PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965 We, DATO' SRI SUFRI BIN HJ MOHD ZIN and DATO' ABDUL AZIZ BIN MOHAMAD, being two of the directors of TRC SYNERGY BERHAD, state that in the opinion of the directors, the accompanying fi nancial statements set out on pages 38 to 103 are drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2010 and of the results and the cash fl ows of the Group and of the Company for the year then ended. The information set out in Note 29 of the fi nancial statements have been presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants. Signed on behalf of the Board in accordance with a resolution of the directors, DATO SRI SUFRI BIN HJ MOHD ZIN DATO ABDUL AZIZ BIN MOHAMAD Kuala Lumpur, Malaysia. Date : 26 April 2011 Statutory Declaration PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965 I, YEOH SOOK KENG, being the offi cer primarily responsible for the fi nancial management of TRC SYNERGY BERHAD, do solemnly and sincerely declare that the accompanying fi nancial statements set out on pages 38 to 103 are in my opinion 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, l960. Subscribed and solemnly declared by the abovenamed YEOH SOOK KENG at Kuala Lumpur in the Federal Territory on 26 April 2011 YEOH SOOK KENG Before me, GURDEEP SINGH S/O JAG SINGH Commissioner for Oath (NO. W607) Kuala Lumpur, Malaysia 35

38 Independent Auditors Report TO THE MEMBERS OF TRC SYNERGY BERHAD REPORT ON THE FINANCIAL STATEMENTS We have audited the fi nancial statements of TRC Synergy Berhad which comprise the statements of fi nancial position as at 31 December 2010 of the Group and of the Company, and the comprehensive income statements, statements of changes in equity and statements of cash fl ows of the Group and of the Company for the fi nancial year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 38 to 103. Directors' Responsibility for the Financial Statements The directors of the Company are responsible for the preparation and fair presentation of these fi nancial statements in accordance with the applicable Financial Reporting Standards in Malaysia and the Companies Act, This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of fi nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors' Responsibility Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the fi nancial statements have been properly drawn up in accordance with the applicable Financial Reporting Standards in Malaysia and the Companies Act, 1965 so as to give a true and fair view of the fi nancial position of the Group and of the Company as of 31 December 2010 and of their fi nancial performance and cash fl ows for the fi nancial year then ended. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: (a) (b) (c) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. We have considered the fi nancial statements and the auditors reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 17 to the fi nancial statements. We are satisfi ed that the fi nancial statements of the subsidiaries that have been consolidated with the Company s fi nancial statements are in form and content appropriate and proper for the purposes of the preparation of the fi nancial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. 36

39 Independent Auditors Report (Cont d) TO THE MEMBERS OF TRC SYNERGY BERHAD (d) The auditors reports on the fi nancial statements of the subsidiaries were not subject to any qualifi cation or any adverse comment required to be made under Section 174(3) of the Act. OTHER MATTERS The supplementary information set out in Note 29 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ( MIA Guidance ) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. ALJEFFRIDEAN A.F. No Chartered Accountants (M) MOHD NEEZAL NOORDIN No: 2162/06/11 (J) Kuala Lumpur, Malaysia Date : 26 April

40 Statements Of Comprehensive Income FOR THE YEAR ENDED 31 DECEMBER 2010 Group Company Restated Restated Note RM RM RM RM Revenue 3 376,717, ,808,669 12,232,043 19,030,363 Cost of sales 4 (332,012,107) (475,239,753) (3,051,188) (3,316,774) Gross profit 44,705,708 58,568,916 9,180,855 15,713,589 Other income 5 4,544,015 4,703,168 2,772, ,395 Administrative expenses (28,874,179) (25,397,797) (4,625,200) (6,738,717) Operating profit 20,375,544 37,874,287 7,327,777 9,915,267 Finance income 6 3,343,984 3,216,125 2,037,888 1,044,986 Finance costs 7 (312,363) (1,777,648) (34,567) (1,056,338) Share of loss of associate (367,269) (534,642) - - Profit before tax 8 23,039,896 38,778,122 9,331,098 9,903,915 Income tax expense 11 (6,848,240) (11,484,575) (1,946,648) (3,362,783) Profit net of tax 16,191,656 27,293,547 7,384,450 6,541,132 Other comprehensive income, net of tax Foreign currency translation differences for foreign operations 154,093 8, Fair value of available-for-sale fi nancial asset 303, Other comprehensive income for the year, net of tax 457,221 8, Total comprehensive income for the year 16,648,877 27,302,221 7,384,450 6,541,132 Profit attributable to: Equity holders of the Company 16,191,656 27,293,547 7,384,450 6,541,132 Minority interests Profit for the year 16,191,656 27,293,547 7,384,450 6,541,132 Total comprehensive income attributable to: Equity holders of the Company 16,648,877 27,302,221 7,384,450 6,541,132 Minority interests Total comprehensive income for the year 16,648,877 27,302,221 7,384,450 6,541,132 Earning per share attributable to equity holders of the Company (sen) - Basic Diluted The accompanying notes form an integral part of the fi nancial statements. 38

41 Statements Of Financial Position AS AT 31 DECEMBER 2010 ASSETS Group Company Restated Note RM RM RM RM Non-current Assets Investment properties 13 18,563,332 10,700, Property, plant and equipment 14 21,639,998 19,063,456 4,172,758 - Properties held for development 15 20,032,709 19,957, Intangible assets 16 9,177 9, Investment in Subsidiaries ,946,519 69,420,640 Investment in Associates 18 11,749,188 12,679, Other investments 19 40,508,127 31,298, Other receivables ,160, ,163,271 Deferred tax assets ,658-83,521 21, ,346,189 93,709, ,363, ,605,818 Current Assets Property development costs 15 10,228,616 9,172, Inventories 20 1,215,490 2,634, Trade and other receivables ,064, ,080,122 11,578 11,988 Other current assets 23 19,547,248 15,754, Cash and bank balances ,680, ,947, , , ,735, ,588, , ,850 Non-current asset classifi ed as held for sale 25-10,711, ,735, ,300, , ,850 TOTAL ASSETS 458,081, ,009, ,077, ,938,668 EQUITY AND LIABILITIES Equity attributable to equity holders of the Company Share capital ,247, ,623, ,247, ,623,439 Share premium ,350 10, ,350 10,350 ICULS - equity component ,317 1,022, ,317 1,022,017 Other reserves 28 1,519, , Retained earnings ,503,517 95,038,051 12,528,661 10,870,401 Total equity 298,235, ,342, ,741, ,526,207 Non-current Liabilities ICULS - liability component 27 13,512 74,631 13,512 74,631 Borrowings 30-6,376, Deferred tax liabilities 31 1,192, , ,205,553 7,174,785 13,512 74,631 Current Liabilities Borrowings ,519 2,694, Trade and other payables 32 75,115,430 87,559, , ,470 Other current liabilities 33 83,158,744 77,084, Current tax payable - 2,153,296 22,608 68, ,640, ,491, , ,830 Total liabilities 159,846, ,666, , ,461 TOTAL EQUITY AND LIABILITIES 458,081, ,009, ,077, ,938,668 The accompanying notes form an integral part of the fi nancial statements. 39

42 Statement Of Changes In Equity - Group FOR THE YEAR ENDED 31 DECEMBER 2010 Attributable to Equity Holders of the Company Non-Distributable Distributable ICULS Share Share (Equity Other Retained Minority Total Capital Premium Component) Reserves Earnings Total Interest Equity RM RM RM RM RM RM RM RM Note (Note26) (Note26) (Note27) (Note28) (Note29) At 1 January 2010, as previously stated 189,623,439 10,350 1,022, ,064 95,038, ,342, ,342,921 Effects arising from adoption of FRS , , , ,623,439 10,350 1,022,017 1,062,233 95,038, ,756, ,756,090 Issue of ordinary shares pursuant to: ESOS 400,000 92, , ,000 ICULS 187, , ,000 ICULS adjustment 37, (37,400) Equity component of ICULS - - (159,700) - - (159,700) - (159,700) Total comprehensive income ,221 16,191,656 16,648,877-16,648,877 Dividends (5,688,790) (5,688,790) - (5,688,790) At 31 December ,247, , ,317 1,519, ,503, ,235, ,235,477 At 1 January ,577,479-1,022,700 (7,633) 76,274, ,867, ,867,282 Issue of ordinary shares pursuant to : ESOS 45,000 10, ,350-55,350 ICULS ICULS adjustment (160) Revaluation reserves , , ,023 Equity component of ICULS - - (683) - - (683) - (683) Acquisition of subsidiary Total comprehensive income ,674 27,293,547 27,302,221-27,302,221 Dividends (8,531,030) (8,531,030) - (8,531,030) At 31 December ,623,439 10,350 1,022, ,064 95,038, ,342, ,342,921 The accompanying notes form an integral part of the fi nancial statements. 40

43 Statement Of Changes In Equity - Company FOR THE YEAR ENDED 31 DECEMBER 2010 Non-Distributable Distributable ICULS Share Share (Equity Retained Total Capital Premium component) Earnings Equity RM RM RM RM RM Note (Note 26) (Note 26) (Note 27) (Note 29) At 1 January ,623,439 10,350 1,022,017 10,870, ,526,207 Total comprehensive income ,384,450 7,384,450 Dividends (5,688,790) (5,688,790) Issue of ordinary shares pursuant to : ESOS 400,000 92, ,000 ICULS 187, ,000 ICULS Adjustment 37, (37,400) - Equity component of ICULS - - (159,700) - (159,700) At 31 December ,247, , ,317 12,528, ,741,167 At 1 January ,577,479-1,022,700 12,860, ,460,638 Total comprehensive income ,541,132 6,541,132 Dividends (8,531,030) (8,531,030) Issue of ordinary shares pursuant to : ESOS 45,000 10, ,350 ICULS ICULS Adjustment (160) - Equity component of ICULS - - (683) - (683) At 31 December ,623,439 10,350 1,022,017 10,870, ,526,207 The accompanying notes form an integral part of the fi nancial statements. 41

44 Statements Of Cash Flows FOR THE YEAR ENDED 31 DECEMBER 2010 Group Company Note RM RM RM RM CASH FLOWS FROM OPERATING ACTIVITIES Profi t before taxation 23,039,896 38,778,122 9,331,098 9,903,915 Adjustments for:- Bad debts written off 2,053, , Investment written off - 4,000,000-4,000,000 Inventory written off 74, Unrealised loss/(gain) on foreign exchange 316,335 (1,167,251) (1,846,396) (940,365) Share of loss from joint venture 279, Dividend income (384) (371) (6,666,667) (13,333,333) Preliminary expenses written off - 5, Finance cost on ICULS 21,405 10,340 21,405 10,340 Amortisation of expenditure carried forward - 83,333-83,333 Exchange reserve arising due to retranslation of fi nancial statements in foreign currency 154,093 (8,674) - - Depreciation of property, plant and equipment 5,110,006 4,748, ,340 - Amortisation of leasehold land 5,891 5, Gain on disposal of property, plant and equipment (933,630) (1,346,664) - - Share of results of associates 367, , Interest expense 52,866 1,501,572-1,044,986 Interest income (3,343,600) (3,215,754) (2,037,888) (1,044,986) Property, plant and equipment written off 111, , OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES 27,309,177 45,071,323 (712,108) (276,110) Inventories 1,344,588 (1,697,387) - - Receivables 13,622,684 13,583, ,896 Payables (5,696,981) 48,283,092 (20,137) (265,693) Property development project costs (1,056,242) 5,616, Asset held for sale 10,711,723 (10,711,723) - - Cash generated from/(used in) operations 46,234, ,144,364 (731,835) 414,093 Taxation paid (11,515,494) (18,040,494) (2,058,399) (3,333,334) Interest paid (52,866) (1,501,572) - (3,268,932) Interest received 3,343,600 3,215,754 2,037,888 3,268,932 Net cash generated from/(used in) operating activities 38,010,189 83,818,052 (752,346) (2,919,241) 42

45 Statements Of Cash Flows (Cont d) FOR THE YEAR ENDED 31 DECEMBER 2010 Group Company Note RM RM RM RM CASH FLOWS FROM INVESTING ACTIVITIES Dividend received ,000,000 10,000,000 Associate company 563,024 (6,692,858) - - Additional investment in subsidiaries - - (5,525,879) (7,672,832) Purchase of investment properties (7,862,832) (4,514,000) - - Purchase of investment (8,493,146) (10,642,982) - - Purchase of property, plant and equipment (8,633,179) (3,455,901) (4,659,098) - Proceeds from disposal of property, plant and equipment 1,038,714 2,206, Land held for development (74,785) Other receivables ,515,859 46,247,599 Acquisition of additional interest in subsidiary 17 - (908) - - Net cash (used in)/generated from investing activities (23,461,916) (23,099,674) 6,330,882 48,574,767 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds on share premium from ESOS exercised 92,000 10,350 92,000 10,350 Proceeds from ESOS exercised 400,000 45, ,000 45,000 Fixed deposits 6,667,695 4,040, Proceeds/(Repayment) of short term borrowings (2,327,894) (49,326,072) - (40,000,000) Repayment from long term borrowings (6,376,841) (1,236,899) - - Dividend paid (5,688,790) (8,531,030) (5,688,790) (8,531,994) Net cash used in fi nancing activities (7,233,830) (54,997,995) (5,196,790) (48,476,644) Net increase/(decrease) in cash and cash equivalents 7,314,443 5,720, ,746 (2,821,118) Effects of foreign exchange rate changes (914,146) 231, Cash and cash equivalents at the beginning of the year 145,434, ,483, ,862 3,141,980 Cash and cash equivalents at the end of the year ,834, ,434, , ,862 The accompanying notes form an integral part of the fi nancial statements. 43

46 Notes To The Financial Statements 31 DECEMBER CORPORATE INFORMATION The principal activities of the Company are investment holding, general contractors for supplying labour and provision of corporate, administrative and fi nancial support services to its subsidiaries. The principal activities of the subsidiaries are disclosed in Note 17 to the fi nancial statements. The number of employees of the Company as at year end is 54 (2009: 40). The number of employees of the Group as at year end is 509 (2009: 641). The Company is a public limited liability company, incorporated and domiciled in Malaysia. The Company is listed on the Main Market of Bursa Malaysia Securities Berhad and produces fi nancial statements available for the public use. The registered offi ce and principal place of business of the Company is located at TRC Business Centre, Jalan Andaman Utama, Ampang, Selangor Darul Ehsan. The fi nancial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 26 April SIGNIFICANT ACCOUNTING POLICIES 2.1. Basis of Preparation The fi nancial statements of the Group and of the Company has been prepared in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. At the beginning of the current fi nancial year, the Group and the Company adopted new and revised FRS which are mandatory for fi nancial periods beginning on or after 1 January 2010 as described fully in Note 2.2. The fi nancial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below. The fi nancial statements are presented in Ringgit Malaysia (RM). 2.2 Changes in Accounting Policies The accounting policies adopted are consistent with those of the previous fi nancial year except as follows: On 1 January 2010, the Group and the Company adopted the following new and amended FRS and IC Interpretations mandatory for annual fi nancial periods beginning on or after 1 January FRS 4 Insurance Contracts FRS 7 Financial Instruments: Disclosures FRS 8 Operating Segments FRS 101 (Revised) Presentation of Financial Statements FRS 123 (Revised) Borrowing Costs FRS 139 Financial Instruments: Recognition and Measurement Amendments to FRS 1: First-time Adoption of Financial Reporting Standards and FRS 127 Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate Amendments to FRS 132 Financial Instruments: Presentation Amendments to FRS 139 Financial Instruments: Recognition and Measurement. FRS 7 Financial Instruments: Disclosures and IC Interpretation 9 Reassessment of Embedded Derivatives 44

47 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.2 Changes in Accounting Policies (cont d) Improvements to FRS issued in 2009 IC Interpretation 9 Reassessment of Embedded Derivatives IC Interpretation 10 Interim Financial Reporting and Impairment IC Interpretation 11: FRS 2 - Group and Treasury Share Transactions IC Interpretation 13 Customer Loyalty Programmes IC Interpretation 14: FRS the Limit on a Defi ned Benefi t Asset, Minimum Funding Requirements and their Interaction These FRS and IC interpretation are not applicable to the Group and the Company. Adoption of the above standards and interpretations did not have any effect on the fi nancial performance or position of the Group and the Company except for those discussed below: (a) FRS 7 Financial Instruments: Disclosures Prior to 1 January 2010, information about fi nancial instruments was disclosed in accordance with the requirements of FRS 132 Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosures to improve the information about fi nancial instruments. It require the disclosure of qualitative and quantitative information about exposure to risks arising from fi nancial instruments, including specifi ed minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. The Group and the Company has applied FRS 7 prospectively in accordance with the transitional provisions. Hence, the new disclosures have not been applied to the comparative. The new disclosures are included throughout the Group s and the Company s fi nancial statements for the year ended 31 December (b) FRS 101 Presentation of Financial Statements (Revised) The revised FRS 101 introduces changes in the presentation and disclosures of fi nancial statements. The revised Standard separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with all non-owner changes in equity presented as a single line. The Standard also introduces the statement of comprehensive income, with all items of income and expense recognised in profi t or loss, together with all other items of recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Group and the Company have elected to present this statement as one single statement. In addition, a statement of fi nancial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the classifi cation of items in the fi nancial statements. The revised FRS 101 also requires the Group to make new disclosures to enable users of the fi nancial statements to evaluate the Group s objectives, policies and processes for managing capital. The revised FRS 101 was adopted retrospectively by the Group and the Company. (c) FRS 8 Operating Segments FRS 8, which replaces FRS 114 Segment Reporting, specifi es how an entity should report information about its operating segments, based on information about the components of the entity that is available to the chief operating decision maker for the purposes of allocating resources to the segments and assessing their performance. The Standard also requires the disclosure of information about the products and services provided by the segments, the geographical areas in which the Group operates, and revenue from the Group s major customers. The Group concluded that the reportable operating segments determined in accordance with FRS 8 are the same as the business segments previously identifi ed under FRS 114. The Group has adopted FRS 8 retrospectively. These revised disclosures, including the related revised comparative information, are shown in Note 42 to the fi nancial statements. 45

48 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.2 Changes in Accounting Policies (cont d) (d) FRS 139 Financial Instruments: Recognition and Measurement FRS 139 establishes principles for recognising and measuring fi nancial assets, fi nancial liabilities and some contracts to buy and sell non-fi nancial items. The Company has adopted FRS 139 prospectively on 1 January 2010 in accordance with the transitional provisions. The effects arising from the adoption of this Standard has been accounted for by adjusting the opening balance of retained earnings as at 1 January Comparatives are not restated. The details of the changes in accounting policies and the effects arising from the adoption of FRS 139 are discussed below: Inter-company loans During the current and prior years, the Group granted interest -free or low-interest loans and advances to its subsidiaries. Prior to 1 January 2010, these loans and advances were recorded at cost in the Company s fi nancial statements. Upon the adoption of FRS 139, the interest-free or low-interest loans or advances are recorded initially at a fair value that is lower than cost. The difference between the fair value and cost of the loan or advances is recognised as an additional investment in the subsidiary. Available-for-sale ('AFS') investments Prior to 1 January 2010, the Group classifi ed its investments which were held for non-trading purposes as non-current investments. Such investments were carried at cost less impairment losses. Upon adoption of FRS 139, these investment are designated at 1 January 2010 as available-for-sale fi nancial assets and accordingly stated at fair value. For those investments that do not have quoted market price in an active market and of which fair value cannot be reliably measured at 1 January 2010 shall continue to be carried at cost less impairment loss. Impact on opening balance In accordance with the transitional of FRS 139, the above changes are applied prospectively and the comparative as at 31 December 2009 are not restated. Instead, the changes have been accounted for by restating the following balances in the statement of fi nancial position as at 1 January 2010: At 1 January 2010 Previously Effects of As stated FRS 139 restated RM RM RM Assets Investments 20,647, ,169 21,060,620 Equity Fair Value Reserves - 413, ,169 (e) Amendments to FRS 117: Leases The Group has adopted the Amendments to FRS 117. The Group reassessed and determined that all leasehold land of the Group which are in substance fi nance leases and has reclassifi ed the leasehold land to property, plant and equipment. The change in accounting policy has been made retrospectively in accordance with transitional provision of the amendments. 46

49 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.2 Changes in Accounting Policies (cont'd) (e) Amendments to FRS 117: Leases (Cont'd) The reclassifi cation does not affect the basic and diluted earnings per ordinary share for the current and prior periods. The following comparative fi gures have been restated following the adoption of the Amendments to FRS 117: At at 31 December 2009 Previously As stated restated RM RM Property, plant and equipment 18,563,455 19,063,456 Perpaid land lease payments 500, Summary of Significant Accounting Policies (a) Basis of Consolidation The consolidated fi nancial statements comprise the fi nancial statements of the Company and its subsidiaries as at the reporting date. The fi nancial statements of the subsidiaries used in the preparation of the consolidated fi nancial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full. Acquisition of subsidiaries are accounted for by applying the purchase method. Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in other comprehensive income. The cost of a business combination is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the business combination. Any excess of the cost of business combination over the Group s share in the net fair value of the acquired subsidiary s identifi able assets, liabilities and contingent liabilities is recorded as goodwill on the statement of fi nancial position. The accounting policy for goodwill is set out in Note 2.3(i). Any excess of the Group s share in the net fair value of the acquired subsidiary s identifi able assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in profi t or loss on the date of acquisition. When the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are reassessed on acquisition unless the business combination results in a change in the terms of the contract that signifi cantly modifi es the cash fl ows that would otherwise be required under the contract. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. 47

50 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (cont'd) (b) Subsidiaries A subsidiary is an entity over which the Group has the power to govern the fi nancial and operating policies so as to obtain benefi ts from its activities. In the Company s fi nancial statements, investments in subsidiaries are accounted for at cost less impairment losses. (c) Associates An associate is an entity, not being a subsidiary or a joint venture, in which the Group has signifi cant infl uence. An associate is equity accounted for from the date the Group obtains signifi cant infl uence until the date the Group ceases to have signifi cant infl uence over the associate. The Group s investments in associates are accounted for using the equity method. Under the equity method, the investment in associates is measured in the statement of fi nancial position at cost plus post -acquisition changes in the Group s share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any excess of the Group s share of the net fair value of the associate s identifi able assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group s share of the associate s profi t or loss for the period in which the investment is acquired. When the Group s share of losses in an associate equals or exceeds its interest in the associates, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group s investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profi t or loss. The fi nancial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. In the Company s separate fi nancial statements, investment in associates are stated at cost less impairment losses. On disposal of such investment, the difference between net disposal proceeds and their carrying amounts is included in profi t or loss. (d) Jointly Controlled Entitiy A joint venture is a contractual agreement whereby two or more parties undertake an economic activity that is subject to joint control, that is when the strategic fi nancial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint venture arrangements that involve the establishment of a separate entity in which each venturer has an interest are referred to as jointly control entities. The Group reports its interests in jointly controlled entities using equity accounting method. The fi nancial statements of the joint venture are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies into line with those of the Group. 48

51 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.3 Summary of Significant Accounting Policies (cont d) (e) Property, Plant and Equipment and Depreciation All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the fi nancial period in which they are incurred. Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. The policy for recognition and measurement of impairment losses is in accordance with No. 2.3 (j). Certain freehold and leasehold land and buildings are stated at revalued amount, which is the fair value at the date of the revaluation less any accumulated impairment losses. Fair value is determined from market-based evidence by appraisal that is undertaken by professionally qualifi ed valuers. Revaluations are performed with suffi cient regularity to ensure that the fair value of a revalued asset does not differ materially from that which would be determined using fair values at the balance sheet date. Any revaluation surplus is credited to the revaluation reserve included within equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in profi t or loss, in which case the increase is recognised in profi t or loss to the extent of the decrease previously recognised. A revaluation defi cit is fi rst offset against unutilised previously recognised revaluation surplus in respect of the same asset and the balance is thereafter recognised in profi t or loss. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to retained earnings. Freehold land is not depreciated as it has an infi nite life. Leasehold land is amortised over the maximum period of 99 years. Other property, plant and equipment are depreciated on a straight line basis to write off the cost of the assets to their residual values over their estimated useful lives, at the following annual rates: Renovation - 10% Buildings - 2% Plant, machinery and tools - 10% Furniture and fi ttings - 10% Motor vehicles - 20% Offi ce equipment and computers - 20% Telecommunication equipment - 20% The residual values, useful life and depreciation method are reviewed at each fi nancial year end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefi ts embodied in the items of property, plant and equipment. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected from its use or disposal. Gains or losses on disposal are determined by comparing the proceeds with the carrying amount of the related asset and are included in the statement of comprehensive income. 49

52 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (cont'd) (f) Leases Finance leases - as lessee Assets acquired by way of hire purchase or fi nance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amount of such assets. Lease payments are apportioned between the fi nance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised in the income statement over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. The depreciation policy for leased assets is in accordance with that for depreciable property, plant and equipment as described in Note 2.3(e). (g) Investment Properties Investment properties principally comprise buildings, are held for long term rental yields or for capital appreciation or both, and are not occupied by the Group. Investment properties are initially measured at its cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value, representing open-market value determined by external valuers. Fair value is based on active market prices, adjusted, if necessary, for any differences in the nature, location or condition of the specifi c asset. Gains or losses arising from change in fair value of investment properties are recognised in profi t or loss in the period in which they arise. A property interest under an operating lease is classifi ed and accounted for as an investment property on a property-by-property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating lease classifi ed as an investment property is carried at fair value. An investment property is derecognised on its disposal, or when it is permanently withdrawn from use and no future economic benefi ts are expected from its disposal. The difference between the net disposal proceeds and the carrying amount is recognised in profi t or loss in the period of the retirement or disposal. Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. For a transfer from owner-occupied property to investment property, the property is accounted for in accordance with the accounting policy for property, plant and equipment set out in Note 2.3(e) up to date of change in use. 50

53 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (cont'd) (h) Foreign Currencies (i) Functional and Presentation Currency The individual fi nancial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates ( the functional currency ). The consolidated fi nancial statements are presented in Ringgit Malaysia ( RM ), which is also the Company s functional currency. (ii) Foreign Currency Transactions In preparing the fi nancial statements of the individual entities, transactions in currencies other than the entity s functional currency (foreign currencies) are recorded in the functional currencies using the exchange rates prevailing at the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslating of monetary items, are included in profi t or loss except for exchange differences arising on monetary items that form part of the Group s net investment in foreign operation which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassifi ed from equity to profi t or loss of the Group on disposal of the foreign operation. Exchange differences arising on the retranslating of non-monetary items carried at fair value are included in profi t or loss for the period except for the differences arising on the retranslating of nonmonetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity. (iii) Foreign Operations The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign operations, the cumulative amount recognised on other comprehensive income and accumulated in equity under foreign currency translation reserve relating to that particular foreign operation is recognised in the profi t or loss. (i) Goodwill Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group s cash-generating units that are expected to benefi t from the synergies of the combination. 51

54 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.3 Summary of Significant Accounting Policies (cont d) (i) Goodwill (cont d) The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profi t or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods. Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained. (j) Impairment of Non-financial Assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the assets s recoverable amount. An asset s recoverable amount is the higher of an asset s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows (cash-generating units ( CGU )). In assessing value in use, the estimated future cash fl ows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated fi rst to reduce the carrying amount of any goodwill allocated to those units of groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rate basis. Impairment losses are recognised in profi t or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the assets s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profi t or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent period. 52

55 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (cont'd) (k) Financial Assets Financial assets are recognised in the statements of fi nancial position when, and only when, the Group and the Company become a party to the contractual provisions of the fi nancial instrument. When fi nancial assets are recognised initially, they are measured at fair value, plus, in the case of fi nancial assets not at fair value through profi t or loss, directly attributable transaction costs. The Group and the Company determine the classifi cation of their fi nancial assets at initial recognition, and the categories include fi nancial assets at fair value through profi t or loss, loans and receivables, held tomaturity investments and available-for-sale fi nancial assets. (i) Financial Assets at Fair Value Through Profit or Loss Financial assets are classifi ed as fi nancial assets at fair value through profi t or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives) or fi nancial assets acquired principally for the purpose of selling in the near term. Subsequently to initial recognition, fi nancial assets at fair value through profi t or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in profi t or loss. Net gains or net losses on fi nancial assets at fair value through profi t or loss do not include exchange differences, interest and dividend income. Exchange difference, interest and dividend income on fi nancial assets at fair value through profi t or loss are recognised separately in profi t or loss as part of other losses or other income. Financial assets at fair value through profi t or loss could be presented as current or non-current. Financial assets that is held primarily for trading purposes are presented as current whereas fi nancial assets that is not held primarily for trading purposes are presented as current or non-current based on the settlement date. (ii) Loans and Receivables Financial assets with fi xed or determinable payments that are not quoted in an active market are classifi ed as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profi t or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. Loans and receivables are classifi ed as current assets, except for those having maturity dates later than 12 months after the reporting date which are classifi ed as non-current. (iii) Available-for-sale Financial Assets Available-for-sale fi nancial assets are fi nancial assets that are designated as available for sale or are not classifi ed as fi nancial assets at fair value through profi t or loss, loans and receivables or held to maturity. 53

56 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.3 Summary of Significant Accounting Policies (cont d) (k) Financial Assets (cont d) (iii) Available-for-sale Financial Assets (cont d) After initial recognition, available-for-sale fi nancial assets are measured at fair value. Any gains or losses from changes in fair value of the fi nancial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profi t or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassifi ed from equity to profi t or loss as a reclassifi cation adjustment when the fi nancial asset is derecognised. Interest income calculated using the effective interest method is recognised in profi t or loss. Dividends on an available-for-sale equity instrument are recognised in profi t or loss when the Group and the Company s right to receive payment is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss. Available-for-sale fi nancial assets are classifi ed as non-current assets unless they are expected to be realised within 12 months after the reporting date. A fi nancial asset is derecognised when the contractual right to receive cash fl ows from the asset has expired. On derecognition of a fi nancial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profi t or loss. Regular way purchases or sales are purchases or sales of fi nancial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of fi nancial assets are recognised or derecognised on the trade date i.e the date that the Group and the Company commit to purchase or sell the asset. (l) Impairment of Financial Assets The Group and the Company assess at each reporting date whether there is any objective evidence that a fi nancial asset is impaired. (i) Trade and Other Receivables and Other Financial Assets Carried at Amortised Cost To determine whether there is objective evidence that an impairment loss on fi nancial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the debtor and default or signifi cant delay in payments. For certain categories of fi nancial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group s and the Company s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables. If any such evidence exists, the amount of impairment loss is measured as the difference between the asset s carrying amount and the present value of estimated future cash fl ows discounted at the fi nancial asset s original effective interest rate. The impairment loss is recognised in profi t or loss. 54

57 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (cont'd) (l) Impairment of Financial Assets (cont'd) (i) Trade and Other Receivables and Other Financial Assets Carried at Amortised Cost (Cont'd) The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial assets. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profi t or loss. (ii) Unquoted Equity Securities Carried at Cost If there is objective evidence (such as signifi cant adverse changes in the business environment where the issuer operates, probability of insolvency or signifi cant fi nancial diffi culties of the issuer) that an impairment loss on fi nancial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the asset s carrying amount and the present value of estimated future cash fl ows discounted at the current market rate of return for a similar fi nancial asset. Such impairment losses are not reversed in subsequent periods. (iii) Available-for-sale Financial Assets Signifi cant or prolonged decline in fair value below cost, signifi cant fi nancial diffi culties of the issuer or obligor, and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classifi ed as available-for-sale fi nancial assets are impaired. If an available-for-sale fi nancial assets is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profi t or loss, is transferred from equity to profi t or loss. Impairment losses on available-for-sale equity investments are not reversed in profi t or loss in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profi t or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profi t or loss. (m) Cash and Cash Equivalents Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignifi cant risk of changes in value. (n) Construction Contract Where the outcome of a contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. 55

58 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.3 Summary of Significant Accounting Policies (cont d) (n) Construction Contract (cont d) When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and they are capable of being reliably measured. When the total of costs incurred on construction contracts plus, recognised profi ts (less recognised losses), exceeds progress billings, the balance is classifi ed as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profi ts (less recognised losses), the balance is classifi ed as amount due to customers on contracts. (o) Land Held For Property Development and Property Development Costs (i) Land Held for Property Development Land held for property development consists of land where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle. Such land is classifi ed within non-current assets and is stated at cost less any accumulated impairment losses, if any. Land held for property development is reclassifi ed as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle. (ii) Property Development Costs Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities. When the fi nancial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the profi t or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. Where the fi nancial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred. Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately. Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost and net realisable value. The excess of revenue recognised in the profi t or loss over billings to purchasers is classifi ed as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in profi t or loss is classifi ed as progress billings within trade payables. 56

59 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (cont'd) (p) Inventories Inventories are stated at lower of cost and net realisable value. Cost is determined using the fi rst in, fi rst out method. The cost of raw materials comprises costs of purchase. The costs of fi nished goods and work-in-progress comprise costs of raw materials, direct labour, other direct costs and appropriate proportions of manufacturing overheads based on normal operating capacity. The cost of unsold properties comprises cost associated with the acquisition of land, direct costs and appropriate proportions of common costs. Net realisable value represents the estimated selling price in the ordinary course of business, less all estimated costs of completion and applicable variable selling expenses. In arriving at the net realisable value, due allowances is made for all obsolete and slow moving items. (q) Financial Liabilities Financial liabilities are classifi ed according to the substance of the contractual arrangements entered into and the defi nitions of a fi nancial liability. Financial liabilities, within the scope of FRS 139, are recognised in the statement of fi nancial position when, and only when, the Group and the Company become a party to the contractual provisions of the fi nancial instrument. Financial liabilities are classifi ed as either fi nancial liabilities at fair value through profi t or loss or other fi nancial liabilities. (i) Financial Liabilities at Fair Value Through Profit or Loss Financial liabilities at fair value through profi t or loss include fi nancial liabilities held for trading and fi nancial liabilities designated upon initial recognition as at fair value through profi t or loss. Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value, with any resultant gains or losses recognised in profi t or loss. Net gains or losses on derivatives include exchange differences. The Group and the Company have not designated any fi nancial liabilities as at fair value through profi t or loss. (ii) Other Financial Liabilities The Group s and the Company s other fi nancial liabilities include trade payables, other payables and loans and borrowings. Trade and other payables are recognised initially at fair value, plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method. Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classifi ed as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. For other fi nancial liabilities, gains and losses are recognised in profi t or loss when the liabilities are derecognised, and through the amortisation process. 57

60 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (cont'd) (q) Financial Liabilities (cont'd) A fi nancial liability is derecognised when the obligation under the liability is extinguished. When an existing fi nancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modifi ed, such an exchange or modifi cation is treated as a derecognition of the original liability and the recognition of new liability, and the difference in the respective carrying amounts is recognised in profi t or loss. (r) Equity Instruments Ordinary shares are classifi ed as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared. The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided. (s) Borrowing Costs Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profi t or loss using the effective interest method. Following the adoption of FRS 123, Borrowing Costs, borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets. The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed. (t) Irredeemable Convertible Unsecured Loan Stocks ("ICULS") The ICULS are regarded as compound fi nancial instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible borrowings. The difference between the proceeds of issue of the ICULS and the fair value assigned to the liability component, representing the conversion option is included in equity. The liability component is subsequently stated at amortised cost using the effective interest rate method until extinguished on conversion, whilst the value of the equity component is not adjusted in subsequent periods. Under the effective interest rate method, the interest expense on the liability component is calculated by applying the prevailing market interest rate for a similar non-convertible borrowings to the instrument at the date of issue. The difference between this amount and the interest paid is added to the carrying amount of the ICULS. 58

61 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.3 Summary of Significant Accounting Policies (cont d) (u) Warrants Warrants issued in conjunction with the Rights Issue in fi nancial year ended 31 December 2007 are not recognised on the date of issue. The issue of ordinary shares upon exercise of the warrant are treated as new subscription of ordinary shares for the consideration equivalent to the exercise price of the warrants. (v) Share Based Payments The Group and the Company recognised an increase in share capital and share premium when the options were exercised as the ESOS Scheme was implemented in 2004 before the effective date of implementation of FRS 2, Share-based Payment. (w) Employee Benefits (i) Short-term Benefits Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group and the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined Contribution Plans Defi ned contribution plans are post-employment benefi t plans under which the Group and the Company pays fi xed contributions into separate entities or funds and will have no legal or constructive obligation to pay further contributions if any of the funds do not hold suffi cient assets to pay all employee benefi ts relating to employee services in the current and preceding fi nancial years. Such contributions are recognised as an expense in the statement of comprehensive income as incurred. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund ( EPF ). (iii) Termination Benefits Termination benefi ts are payable when employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefi ts. The Group and the Company recognises termination benefi ts as liability and an expense when is demonstrably committed to either terminate the employment of current employees according to a detailed plan without possibility of withdrawal or providing termination benefi ts as a result of an offer made to encourage voluntary redundancy. In the case of an offer made to encourage voluntary redundancy, the measurement of termination benefi ts is based on the number of employees expected to accept the offer. Benefi ts falling due more than twelve month after balance sheet date are discounted to present value. 59

62 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (cont'd) (x) Revenue Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable. (i) Sale of Goods Revenue from sale of goods is recognised upon the transfer of signifi cant risk and rewards of ownership of the goods to the customer. Revenue is not recognised to the extent where there are signifi cant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. (ii) Construction Contracts Revenue from construction contracts is accounted for by the stage of completion method as described in Note 2.3(n). (iii) Sale of Properties Revenue from sale of properties is accounted for by the stage of completion method as described in Note 2.3(o)(ii). (iv) Interest Income Interest income is accrued on a time basis, by reference to the principal outstanding and at effective interest rate applicable, which is the rate that exactly discount estimated future cash receipts through the expected life of the fi nancial asset to that asset s net carrying amount. (v) Rental Income Rental income is accounted for on a straight-line basis over the lease terms. The aggregate cost of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis. (vi) Dividend Income Dividend income is recognised when the right to receive payment is established. (vii) Management Fees Management fees are recognised when services are rendered. (y) Income Taxes (i) Current Tax Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. 60

63 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.3 Summary of Significant Accounting Policies (cont d) (y) Income Taxes (cont d) (i) Current Tax (cont d) Current taxes are recognised in profi t or loss except to the extent that the tax relates to items recognised outside profi t or loss, either in other comprehensive income or directly in equity. (ii) Deferred Tax Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for fi nancial reporting purposes. Deferred tax liabilities are recognised for all temporary differences, except : - where deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profi t nor taxable profi t or loss. - in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profi t will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except: - where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t nor taxable profi t or loss; and - in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that temporary differences will reverse in the foreseeable future and taxable profi t will be available against which the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profi t will allow the deferred tax assets to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profi t or loss is recognised outside profi t or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. 61

64 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.3 Summary of Significant Accounting Policies (cont d) (y) Income Taxes (cont d) (ii) Deferred Tax (cont d) Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax relate to the same taxable entity and the same taxation authority. (iii) Sales Tax Revenues, expenses and assets are recognised net of the amount of sales tax except: - where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and - receivables and payables that are stated with the amount of sales tax included. The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statements of fi nancial position. (z) Contingencies A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group. Contingent liabilities and assets are not recognised in the statements of fi nancial position of the Group. 2.4 Significant Accounting Estimates and Judgements Estimates, assumptions concerning the future and judgements are made in the preparation of the fi nancial statements. They affect the application of the Group s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under the circumstances. The key assumptions concerning the future and other key source of estimation or uncertainty at the balance sheet date, that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are set out below. (i) Depreciation of Property, Plant and Equipment The costs of property, plant and equipment of the Group and of the Company are depreciated on a straight-line basis over the useful lives of the assets. Management estimates the useful lives of the plant and equipment as disclosed in Note 2.3(e). These are common life expectancies applied in the industry. Changes in the expected level of usage could have impact the useful lives and the residual values of these assets, therefore future depreciation charges could be revised. The carrying amounts of the Group s and of the Company s property, plant and equipment at 31 December 2010 are disclosed in Note 14 to the fi nancial statements. 62

65 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.4 Significant Accounting Estimates and Judgements (cont d) (ii) Estimation of Fair Value of pproperties In the absence of current prices in an active market for similar properties, the Group considers information from a variety of sources, including: (a) current prices in an active market for properties of a different nature, condition or location (or subject to different lease or other contracts), adjusted to refl ect differences; or (b) recent prices of similar properties based on less active market, with adjustments to refl ect any changes in economic conditions since the date of the transactions that occurred at those prices. (iii) Impairment of Goodwill on Consolidation The Group determines whether goodwill is impaired at least on an annual basis, in accordance with the accounting policy disclosed in Note 2(j). This requires an estimation of the value in use of the cashgenerating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash fl ows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash fl ows. The carrying amount of the Group s goodwill on consolidation at 31 December 2010 is disclosed in Note 16 to the fi nancial statements. (iv) Income Taxes The Group has exposure to income taxes in numerous jurisdictions. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. Signifi cant judgement is involved especially in determining tax base allowances and deductibility of certain expenses in determining the Group-wide provision for income taxes. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the fi nal tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. (v) Employees' Share Option Scheme The fair value of share options granted during the fi nancial year was estimated by the management pursuant to the By-Laws approved by the shareholders, taking into account the terms and conditions upon which the options were granted. The fair value of share options was measured at Grant Date. The principal assumption used in the fair value estimations is disclosed in Note 35 to the fi nancial statements. (vi) Impairment of Property Development Cost and Investment Properties The Group and the Company carried out the impairment test based on a variety of estimation including the value-in-use of the investment properties and property development costs. Estimating the value-in-use required the Group to make an estimate of the expected future cash fl ows from these assets and also to choose a suitable discount rate in order to calculate the present value of those cash fl ows. The carrying amount of investment properties and property development costs of the Group and the Company as at 31 December 2010 were disclosed in Note 13 and 15 to the fi nancial statements respectively. 63

66 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.4 Significant Accounting Estimates and Judgements (cont d) (vii) Deferred Tax Assets Deferred tax assets are recognised for all unabsorbed tax losses and deductible temporary differences to the extent it is probable that taxable profi t will be available against which the losses and deductible temporary differences can be utilised. Signifi cant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profi ts together with future tax planning strategies. The total carrying values of unrecognised tax losses and deductible temporary differences of the Group were disclosed in Note 31 to the fi nancial statements. (viii) Construction Contracts The Group and the Company recognises contract revenue and contract costs as revenue and expenses respectively in the income statement using the stage of completion method. The stage of completion is determined by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Signifi cant judgment is required in determining the stage of completion, the extent of the contract costs incurred, the estimated total contract revenue and costs, as well as the recoverability of the construction contracts. In making the judgment, the Group evaluate based on past experience and by relying on the work of specialists. (ix) Contingent Liabilities Determination of the treatment of contingent liabilities in the fi nancial statements is based on the management s view of the expected outcome of the applicable contingency Standards, Amendments to FRS and Interpretations issued but not yet Effective At the date of authorisation of these fi nancial statements, the following new FRS, Amendments to FRS and Interpretations were issued but not yet effective and have not been applied by the Group and the Company: FRSs and IC Interpretations (including the Consequential Amendments) Effective date FRS 1 (Revised) First-time Adoption of Financial Reporting Standards 1 July 2010 FRS 3 (Revised) Business Combinations 1 July 2010 FRS 124 (Revised) Related Party Disclosures 1 January 2012 FRS 127 (Revised) Consolidated and Separate Financial Statements 1 July 2010 Amendments to FRS 1 (Revised): Limited Exemption from Comparative FRS 7 Disclosures 1 January 2011 for First-time Adopters Amendments to FRS 1: Additional Exemptions for First - time Adopters 1 January 2011 Amendments to FRS 2: Scope of FRS 2 and FRS 3 (Revised) 1 July 2010 Amendments to FRS 2: Group Cash-settled Share-based Payment Transactions 1 January 2011 Amendments to FRS 5: Plan to Sell the Controlling Interest in a Subsidiary 1 July 2010 Amendments to FRS 7: Improving Disclosures about Financial Instruments 1 January 2011 Amendments to FRS 138: Consequential Amendments Arising from FRS 3 (Revised) 1 July 2010 Amendments to IC Interpretation 14: Prepayments of a Minimum Funding Requirement 1 July 2011 Amendments to IC Interpretation 9: Scope of IC Interpretation 9 FRS 3 (Revised) 1 July 2010 IC Interpretation 4 Determining Whether An Arrangement Contains a Lease 1 January 2011 IC Interpretation 12 Service Concession Arrangements 1 July 2010 IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments 1 July 2011 IC Interpretation 15 Agreements for Construction of Real Estate 1 January

67 Notes To The Financial Statements (Cont d) 31 DECEMBER SIGNIFICANT ACCOUNTING POLICIES (CONT D) 2.5. Standards, Amendments to FRS and Interpretations issued but not yet Effective (cont d) FRSs and IC Interpretations (including the Consequential Amendments) Effective date IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation 1 July 2010 IC Interpretation 17 Distributions of Non - cash Assets to Owners 1 July 2010 IC Interpretation 18 Transfers of Assets from Customers 1 January 2011 Annual Improvements to FRSs (2010) 1 January 2011 The directors anticipate that the adoption of these new FRSs, Amendments and IC Interpretations in future periods will have no material fi nancial impact on the fi nancial statements of the Group and the Company upon their initial application except for the changes arising from the adoption of FRS REVENUE Group Company RM RM RM RM Construction contracts 337,757, ,546, Sales of construction materials and others 35,147,688 50,458, Development revenue 1,131,208 1,100, Rental of motor vehicle and machinery 2,035,678 4,198, Servicing of motor vehicle 645, , Rendering of services - - 3,225,376 3,357,030 Dividend income from subsidiaries - - 6,666,667 13,333,333 Management fees from subsidiaries - - 2,340,000 2,340, ,717, ,808,669 12,232,043 19,030, COST OF SALES Group Company RM RM RM RM Construction contract costs 294,084, ,771, Sales of construction materials and others 34,020,979 47,733, Property development costs 855, , Cost of services rendered 3,051,188 3,316,775 3,051,188 3,316, ,012, ,239,753 3,051,188 3,316,774 Included in the property development costs is interest on bridging loan amounting RM17,493 (2009: RM18,571). 65

68 Notes To The Financial Statements (Cont d) 31 DECEMBER OTHER INCOME Group Company RM RM RM RM Unrealised gain on foreign exchange 1,850,532 1,167,251 1,846, ,365 Gain on disposal of property, plant and equipment 933,630 1,346, Rental income 447, , ,596 - Miscellaneous 1,312,195 1,863, ,544,015 4,703,168 2,772, , FINANCE INCOME Group Company RM RM RM RM Interest from subsidiary company - - 2,035,061 1,044,986 AmCash interest 246, , Short term deposit 139, , Fixed deposit 2,686,226 2,456,296 2,827 - Unit trust interest 184, , Dividend income on equity investment, quoted in Malaysia Interest income 86,158 76, ,343,984 3,216,125 2,037,888 1,044, FINANCE COSTS Group Company RM RM RM RM Interest on irredeemable convertible unsecured loan stocks (ICULS) 21,405 10,340 21,405 10,340 Bank overdraft interest - 43, Al-Bai Bithaman Ajil profi t rate - 280, Hire purchase interest 43, , Bankers acceptance interest 7,313 2, Loan interest - others 1, Interest on unsecured term loan - 1,044,986-1,044,986 Others 238, ,736 13,162 1, ,363 1,777,648 34,567 1,056,338 66

69 Notes To The Financial Statements (Cont d) 31 DECEMBER PROFIT BEFORE TAXATION Profi t before tax has been arrived at after charging/(crediting): Group Company RM RM RM RM Amortisation charges - 83,333-83,333 Directors' remuneration 2,844,076 2,213, Auditors' remuneration - statutory audit 124, ,300 20,000 13,000 - other services 7,000 8,838 7,000 8,838 Depreciation of property, plant and equipment 5,110,006 4,748, ,340 - Property, plant and equipment written off 111, , Rental of premises 814, , ,368 - Rental of vehicle, heavy machinery and equipment 409, ,550 56,000 40,000 Inventories written off 74, Share of loss from joint venture 279, Amortisation of land 5,891 5, Bad debts written off 2,053, , Unrealised loss/(gain) on foreign exchange 316,335 (1,167,251) (1,846,396) (940,365) Employees benefi ts expense 27,706,458 26,762,144 6,371,388 5,558,773 Non - executive directors' remuneration 84,000 84,000 84,000 84,000 Investment written off - 4,000,000-4,000,000 Preliminary expenses written off - 5, Rental income (447,658) (325,638) (925,596) - Gain on disposal of property, plant and equipment (933,630) (1,346,664) EMPLOYEE BENEFITS EXPENSES Group Company RM RM RM RM Salaries, wages and bonus 25,384,792 24,493,705 5,763,755 5,024,800 Social security contributions 152, ,021 20,808 20,730 Contributions to defi ned contribution plan 2,168,828 2,096, , ,243 27,706,458 26,762,144 6,371,388 5,558,773 Included in employee benefi ts expense of the Group and of the Company are executive directors remuneration amounting to RM2,804,204 (2009: RM2,213,740) and RM313,600 (2009: RM NIL) respectively as further disclosed in Note

70 Notes To The Financial Statements (Cont d) 31 DECEMBER DIRECTORS' REMUNERATION Group Company RM RM RM RM Executive directors' remuneration (Note 8): Salary 1,712,800 1,284, ,000 - Other emoluments 1,091, ,340 33,600-2,804,204 2,213, ,600 - Non-executive directors' remuneration (Note 8): Fees 84,000 84,000 84,000 84,000 Other emoluments - Bonus ,000 84,000 84,000 84,000 The number of directors of the Company whose total salary during the year fell within the following bands is analysed below: Number of Directors Executive directors: RM1,800,000 - RM1,900, RM900,000 - RM1,000, Non-Executive directors: RM20,000 - RM30, RM31,000 - RM40, INCOME TAX EXPENSE Group Company RM RM RM RM Current income tax 7,134,174 11,119,343 2,012,647 3,350,065 Foreign taxation 176,623 17, Transferred from/(to) deferred taxation (Note 31) (379,315) 479,510 (65,999) 12,386 (Over)/under provision in prior years: Malaysian income tax (83,242) (132,094) Total income tax expense 6,848,240 11,484,575 1,946,648 3,362,783 Current income tax is calculated at the statutory tax rate of 25% (2009: 25%) of the estimated assessable profi t for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. During the current fi nancial year, the income tax rate applicable to subsidiaries in Australia is at 30%. 68

71 Notes To The Financial Statements (Cont d) 31 DECEMBER INCOME TAX EXPENSE (CONT D) Subject to the agreement of the Inland Revenue Board, the Company has unabsorbed losses and unabsorbed capital allowances of approximately RM78,758 (2009: RM78,758) and RM709,791 (2009: RM Nil) respectively as at 31 December 2010 for offsetting against future taxable income. A reconciliation of income tax expense applicable to profi t before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows: Group RM RM Profi t before taxation 23,039,896 38,778,122 Taxation at Malaysian statutory tax rate of 20% and 25% (2009: 20% and 25%) 5,635,986 9,944,626 Foreign tax 176,623 17,816 Overprovision in prior years (83,241) (132,094) Effect of changes in tax rates - 25,049 Income not subject to tax (828,097) (314,499) Expenses not deductible for tax purposes 1,946,321 2,322,170 Group relief claim - (239,417) Underprovision of deferred tax (1,500) - Deferred tax asset not recognised in respect of current year's tax losses 2,148 3,645 Utilisation of previously unabsorbed capital allowance and unrecognised tax losses - (142,721) Income tax expense for the year 6,848,240 11,484,575 Company Profi t before taxation 9,331,098 9,903,915 Taxation at Malaysian statutory tax rate of 25% (2009: 25%) 2,332,775 2,475,979 Group relief claim - 37,174 Income not subject to tax (461,599) (235,091) Under/(Over) provision in prior years Expenses not deductible for tax purposes 75,472 1,084,389 Income tax expense for the year 1,946,648 3,362, EARNINGS PER SHARE (a) Basic Basic earnings per share amounts are calculated by dividing profi t for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the fi nancial year RM RM Profi t attributable to ordinary equity holders of the Company 16,191,656 27,293,547 Weighted average number of ordinary shares in issue 189,753, ,593,397 69

72 Notes To The Financial Statements (Cont d) 31 DECEMBER EARNINGS PER SHARE (CONT D) (a) Basic (cont d) sen sen Basic earning per share for: Profi t for the year (b) Diluted For the purposes of calculating diluted earnings per share, the profi t for the year attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during the fi nancial year have been adjusted for the dilutive effects of all potential ordinary shares, i.e. Irredeemable Convertible Unsecured Loan Stocks ( ICULS ), Warrants, adjustment on Bonus Issue and share options granted to employees and directors RM RM Profi t from continuing operations attributable to ordinary equity holders of the Company 16,191,656 27,293,547 After-tax effect of interest on ICULS 3,778 7,755 Profi t attributable to ordinary equity holders of the Company 16,195,434 27,301,302 Weighted average number of ordinary shares in issue 189,753, ,593,397 Effects of dilution: ICULS 1,211,240 1,435,640 Share options 974, ,489 Warrants 9,690,649 9,491,253 Adjusted weighted average number of ordinary shares in issue and issuable 201,629, ,498,779 The average market value of the Company s shares for purpose of calculating the dilutive effect of share options and warrants was based on quoted market prices for the period during which the share options and warrants were outstanding. Diluted earnings per share for: sen sen Profi t for the year

73 Notes To The Financial Statements (Cont d) 31 DECEMBER INVESTMENT PROPERTIES Group RM RM At 1 January 10,700,500 6,186,500 Reclassifi ed from assets held for sale 7,222,206 - Transfer from property development cost - 4,514,000 Transfer from inventories 438,300 - Additions 202,326 - At 31 December 18,563,332 10,700,500 Valuation of investment properties Investment properties are stated at fair value. However, there has been no valuation performed by an independent valuer during the fi nancial year. Properties pledged as security Certain investment properties of the Group amounting to RM4,995,000 (2009: RM4,995,000) are pledged to secure bank facilities. The Group did not utilise any of the facilities at the end of the fi nancial year. 71

74 Notes To The Financial Statements (Cont d) 31 DECEMBER PROPERTY, PLANT AND EQUIPMENT At 31 December Group Freehold land Leasehold buildings Leasehold land Freehold buildings Plant and machinery Motor vehicles Office equipment Furniture and fittings Renovation Telecommunication Computers equipment Total Cost/Valuation RM RM RM RM RM RM RM RM RM RM RM RM At 1 January 2010 as previously stated 1,080,156 1,150,000-2,366,614 41,663,011 16,403,733 2,510, , , ,456 13,877 66,338,046 Effect of adopting FRS , ,000 At 1 January 2010 (restated) 1,080,156 1,150, ,000 2,366,614 41,663,011 16,403,733 2,510, , , ,456 13,877 66,908,046 Additions ,551, ,755 1,657,947 1,016,047 2,164,629 1,942, ,633,179 Reversal (610,230) (174,726) (784,956) Disposal (2,135,500) (946,978) (10,272) (1,621) (3,094,371) Written off (141,500) (88,950) (4,848) - (199,452) - - (434,750) Reclassifi cation ,903 (24,903) At 31 December ,080,156 1,150, ,000 3,918,541 39,685,766 17,025,752 2,926,002 2,520,261 2,236, ,456 13,877 71,227,148 Accumulated Depreciation At 1 January 2010 as previously stated - 1,940-4,591 34,106,105 11,509,558 1,343, , ,696 92,637 13,872 47,774,591 Effect of adopting FRS , ,999 At 1 January 2010 (restated) - 1,940 69,999 4,591 34,106,105 11,509,558 1,343, , ,696 92,637 13,872 47,844,590 Depreciation for the year - 23,271 5,891 86,016 2,391,708 1,849, , , ,561 2,438-5,115,897 Reversal (55,246) (5,760) (61,006) Disposal (2,030,871) (946,960) (9,855) (1,601) (2,989,287) Written off (137,019) (27,680) (2,694) - (155,651) - - (323,044) At 31 December ,211 75,890 90,607 34,329,923 12,384,915 1,649, , ,606 95,075 13,872 49,587,150 Net Carrying Amount at 31 December ,080,156 1,124, ,110 3,827,934 5,355,843 4,640,837 1,276,655 2,037,557 1,796,731 5, ,639,998 72

75 Notes To The Financial Statements (Cont d) 31 DECEMBER PROPERTY, PLANT AND EQUIPMENT (CONT D) At 31 December Group Cost/Valuation Freehold land Leasehold buildings Leasehold land Freehold buildings Building under construction Plant and machinery Motor vehicles Office equipment Furniture and fittings Renovation Telecommunication Computers equipment Total RM RM RM RM RM RM RM RM RM RM RM RM RM At 1 January 2009 as previously stated 1,186, ,000-1,264,800 6,063,492 44,513,119 16,702,574 1,927, , , ,866 13,877 73,665,145 Effect of adopting FRS , ,000 At 1 January 2009 (restated) 1,186, , ,000 1,264,800 6,063,492 44,513,119 16,702,574 1,927, , , ,866 13,877 74,235,145 Revaluation - 185, , ,000 Additions 8, ,731, , , , ,965 1,654, ,228,986 Reinstate , ,000 Disposals/Written off /Transfer (114,740) - - (804,800) (6,063,492) (3,077,211) (1,014,936) (363,533) (785,280) (1,729,683) (1,410) - (13,955,085) At 31 December ,080,156 1,150, ,000 2,366,614-41,663,011 16,403,733 2,510, , , ,456 13,877 66,908,046 Accumulated Depreciation At 1 January 2009 as previously stated - 166, ,060-34,059,692 10,353,552 1,481, , ,400 91,592 13,872 47,161,798 Effect of adopting FRS , ,999 At 1 January 2009 (restated) - 166,001 69, ,060-34,059,692 10,353,552 1,481, , ,400 91,592 13,872 47,231,797 Depreciation charge for the year - 19,630-27,779-2,553,318 1,875, ,755 22,852 32,036 2,454-4,748,362 Reinstate , ,000 Revaluation - (183,691) - (104,333) (288,024) Disposals/Written off/ Transfer (188,915) - (2,545,905) (719,532) (352,437) (17,607) (60,740) (1,409) - (3,886,545) At 31 December ,940 69,999 4,591-34,106,105 11,509,558 1,343, , ,696 92,637 13,872 47,844,590 Net Carrying Amount at 31 December ,080,156 1,148, ,001 2,362,023-7,556,906 4,894,175 1,166, ,299 95,219 7, ,063,456 73

76 Notes To The Financial Statements (Cont d) 31 DECEMBER PROPERTY, PLANT AND EQUIPMENT (CONT D) At 31 December Company Furniture Office and fittings equipment Renovation Total RM RM RM RM At 1 January Additions 2,043, ,406 1,923,604 4,659,098 Reversal Disposal Written off At 31 December ,043, ,406 1,923,604 4,659,098 Accumulated Depreciation At 1 January Charge for the year 164, , , ,340 Reversal Disposal Written off At 31 December , , , ,340 Net Carrying Amount At 31 December ,879, ,214 1,746,496 4,172,758 (a) Revaluation Certain freehold and leasehold land and buildings of a subsidiary company were revalued by an independent professional valuer using the open market valuation basis in year 2009 and The carrying amount of land and buildings were adjusted to refl ect the revaluations and the resultant surpluses were credited to revaluation reserve. Had the land and building affected been carried at their historical costs less accumulated depreciation, the carrying amounts of the revalued assets that would have been included in the fi nancial statements at the end of the year are as follows: RM RM Leasehold land 464, ,791 Freehold land and buildings 235, ,800 Leasehold land and buildings 511, ,095 1,211,399 1,243,686 (b) Security Certain land and buildings of a subsidiary company with a net carrying value of RM1,395,885 (2009:RM281,255) have been charged to fi nancial institutions as security for various credit facilities granted to the subsidiary company. 74

77 Notes To The Financial Statements (Cont d) 31 DECEMBER PROPERTY, PLANT AND EQUIPMENT (CONT D) (c) Assets Acquired Under Hire Purchase Arrangements The net carrying amounts of property, plant and equipment of the Group acquired under hire purchase arrangements are as follows: RM RM Plant and machinery - 293,633 Motor vehicles 1,350,353 3,451,017 1,350,353 3,744, PROPERTIES HELD FOR DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS (a) Land Held for Property Development Freehold Freehold land Group land and Building Total RM RM RM Cost At 1 January ,706, ,658 19,957,924 Additions - 74,785 74,785 Transfer to property development costs At 31 December ,706, ,443 20,032,709 Cost At 1 January ,706, ,658 19,957,924 Additions Transfer to property development costs At 31 December ,706, ,658 19,957,924 Certain land held for development amounting to RM Nil (2009: RM7,986,266) is charged as security for the term loan granted by a fi nancial institution as disclosed in Note 30 to the fi nancial statements. The land held for development has been discharged during the fi nancial year since the term loan has been fully settled. 75

78 Notes To The Financial Statements (Cont d) 31 DECEMBER PROPERTIES HELD FOR DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS (CONT D) (b) Property Development Costs Group RM RM Brought forward - Land 5,943,000 5,943,000 - Development costs 102,166, ,877, ,109, ,820,472 Incurred during the year - Reclassifi cation - (5,560,534) - Development costs 1,056,242 2,797,253 - Unsold units transferred to inventories - (1,947,817) Recognised in income statement 109,165, ,109,374 Brought forward (98,937,000) (97,940,941) Current year - (996,059) (98,937,000) (98,937,000) Total 10,228,616 9,172,374 Included in property developments cost incurred during the fi nancial year is profi t sharing rate amounting to RM416,095 (2009: RM200,000). 16. INTANGIBLE ASSETS Group Expenditure Carried forward Goodwill Total RM RM RM At 1 January ,177 9,177 Amortisation At 31 December ,177 9,177 At 1 January ,333-83,333 Acquisition of subsidiary (Note 17) - 9,177 9,177 Amortisation (83,333) - (83,333) At 31 December ,177 9,177 76

79 Notes To The Financial Statements (Cont d) 31 DECEMBER INTANGIBLE ASSETS (a) Impairment Test for Goodwill on Consolidation Goodwill on consolidation has been allocated for impairment testing purposes to the individual entities which is also the cash-generating units ( CGUs ) identifi ed. (b) Key Assumptions Used to Determine Recoverable Amount The recoverable amount of a CGU is determined based on value-in-use calculations using cash fl ow projections based on fi nancial budgets approved by the Directors covering a fi ve-year term. Cash fl ows beyond fi ve year are projected based on assumptions that the fi fth year cash fl ow will be generated by the respective CGUs perpetually. Discounts rate used is based on the pre-tax weighted average cost of capital. 17. INVESTMENT IN SUBSIDIARIES Group Company RM RM RM RM Unquoted shares, at cost ,420,640 69,420,640 Amounts due from subsidiaries - - 5,525, ,946,519 69,420,640 Amounts due from subsidiary companies are unsecured, interest free and are repayable on demand. (a) The details of the subsidiary companies are as follows:- Country of Incorporation Effective Interest (%) Principal Activities Held by the Company: Trans Resources Corporation Malaysia Construction Sdn. Bhd. TRC Land Sdn. Bhd. Malaysia Property development and general construction TRC Energy Sdn. Bhd. Malaysia Oil and gas TRC Infra Sdn. Bhd. Malaysia Dormant * TRC (Aust) Pty Ltd Australia Construction and property development ** TRC International Pte Ltd Malaysia Investment holding *** TRC Development Sdn. Bhd. Malaysia Property development and project management ** TRC Land (Cambodia) Limited Kingdom of Combodia Commercial and trading operations, property investment and construction Liputan Sutera Sdn. Bhd. Malaysia Dormant 77

80 Notes To The Financial Statements (Cont d) 31 DECEMBER INVESTMENT IN SUBSIDIARIES (a) The details of the subsidiary companies are as follows:- (cont d) Country of Incorporation Effective Interest (%) Principal Activities Held through subsidiaries: TRC Concrete Industries Malaysia Manufacture of ready mixed concrete Sdn. Bhd. ** Petrobru Build Sdn. Bhd. Brunei Dormant *** Darussalam ** TRC (Sarawak) Sdn. Bhd. Malaysia Construction * The fi nancial statements of TRC (Aust) Pty Ltd have not been audited due to certain exemptions given under the Australian Corporations Act, ** Audited by another fi rm of auditors. *** The fi nancial statements of TRC International Pte Ltd and Petrobru Build Sdn. Bhd. have not been consolidated with the fi nancial statements of the Group as the Directors are of the opinion that there will be of no real value in view of the insignifi cant effect on the fi nancial statements of the Group. Acquisition of Subsidiaries There is no acquisition of subsidiary during the fi nancial year. As disclosed in the Directors Report of the previous fi nancial year, the Company had on 12 March 2009, acquired one (1) ordinary share of RM1.00 each in TRC Infra Sdn. Bhd. for a cash consideration of RM1.00 and became a whollyowned subsidiary of the Group. Liputan Sutera Sdn. Bhd. became a wholly-owned subsidiary of the Group upon the acquisition of two (2) ordinary shares of RM1.00 each for a cash consideration of RM2.00 by Trans Resources Corporation Sdn. Bhd., a wholly-owned subsidiary of the Company on 18 February As a result of the acquisition, Petrobru Build Sdn. Bhd., a company incorporated in Brunei Darussalam and 60% owned by Liputan Sutera Sdn. Bhd., became a subsidiary to the Group. The cost of acquisition comprised the followings: Group RM RM Purchase consideration satisfi ed by cash - 3 Cost attributable to the acquisition, paid in cash - - Total cost of acquisition

81 Notes To The Financial Statements (Cont d) 31 DECEMBER INVESTMENT IN SUBSIDIARIES The assets and liabilities arising from the acquisition are as follows: Group RM RM Cash in hand - 3 Holding company - (908) Other payables - (8,269) Net liability acquired - (9,174) Goodwill on acquisition - 9,177 Total cost of acquisition - 3 The cash outfl ow on acquisition is as follows: Group RM RM Purchase consideration satisfi ed by cash - 3 Costs attributable to the acquisition, paid in cash - - Total cash outfl ow of the Company - 3 Cash and cash equivalents of subsidiary acquired - (3) Holding company Net cash outfl ow to the Group INVESTMENT IN ASSOCIATES Group Company RM RM RM RM Unquoted shares, at cost 12,915,952 13,586, Share of post- acquisition reserves: Share of loss of associates (1,273,013) (905,744) - - Share of exchange reserve 106,249 (1,721) ,749,188 12,679,

82 Notes To The Financial Statements (Cont d) 31 DECEMBER INVESTMENT IN ASSOCIATES Details of the associates of the Group are as follows:- Name of company Country of incorporation Principal activity Equity interest Pretty Sally Holdings Pty Ltd Australia Property development 33.33% 33.33% Delta Garden Limited Kingdom of Cambodia Property development 26% 26% PetroBru (B) Sdn. Bhd. Brunei Darussalam Dormant 26% 26% The fi nancial year end of PetroBru (B) Sdn. Bhd. and Pretty Sally Holdings Pty Ltd is on 30 September and 30 June respectively. For the purpose of applying the equity method of accounting, the unaudited fi nancial statements of the associates have been used and appropriate adjustments have been made for the effects of signifi cant transaction between their fi nancial period to 31 December All the associates are audited by another fi rm of auditors. The summarised fi nancial information of the associates, not adjusted for the proportion of ownership interest held by the Group, is as follows : Group RM RM Assets and liabilities: Total assets 21,810,350 32,093,855 Total liabilities (26,945,805) (36,006,140) Results: Revenue 20,173,712 4,426,466 Loss for the year (687,574) (2,185,077) 19. OTHER INVESTMENTS Group Company RM RM RM RM (a) Investment in partnership, at cost 18,809,895 10,507, (b) Available-for-sale fi nancial assets: Corporate membership 144, , Unit trust in Malaysia 21,542,242 20,641, Equity investments (quoted - - shares in Malaysia) 11,990 5, ,508,127 31,298, The Group s wholly-owned subsidiary, TRC (Aust) Pty Ltd had on 20 July 2009 executed a Call and Put Option Deed to acquire 133,334 equal undivided shares out of 400,000 equal undivided shares in a piece of vacant land known as Springridge Estate, 625 Northern Highway, Wallan, Melbourne, Australia for a total consideration of AUD8,000,000 (RM24,501,600). The consideration shall be satisfi ed by way of cash through three tranches of payment. As at 31 December 2010, the Group had completed fi rst and second tranch payments amounting AUD 6,000,000 (RM18,809,895) [2009:AUD 3,250,000 (RM10,507,233)] plus Goods and Services Tax (GST). 80

83 Notes To The Financial Statements (Cont d) 31 DECEMBER INVENTORIES Group Cost RM RM Construction materials - 74,346 Raw materials 57, ,961 Completed properties 1,158,458 2,386,117 1,215,490 2,634,424 During the fi nancial year, the amount of construction materials stock of RM74,346 (2009: RM Nil) has been written off as obsolete inventories. 21. TRADE AND OTHER RECEIVABLES Current Group Company RM RM RM RM Trade receivables Third parties 76,279, ,861, Related parties - 289, Construction contracts: Retention sums (Note 22) 11,272,509 12,506, ,552, ,656, Other receivables Deposits 1,925, ,090 2,300 2,300 Prepayments 290, ,061 8,777 9,187 Tax recoverable 4,790,265 2,655, Loans to associates 12,169,253 3,998, Other receivables 6,336,524 3,756, Other receivables, net 25,512,005 11,423,129 11,578 11,988 Total 113,064, ,080,122 11,578 11,988 Non-current Other receivables Subsidiaries ,160, ,163, ,160, ,163,271 (a) Trade Receivables Trade receivables are non-interest bearing and are generally on 30 to 90 days (2009: 30 to 90 days) terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition. 81

84 Notes To The Financial Statements (Cont d) 31 DECEMBER TRADE AND OTHER RECEIVABLES (CONT D) (a) Trade Receivables Ageing analysis of trade receivables The ageing analysis of the Group s trade receivables is as follows : RM RM Neither past due nor impaired 29,823,934 26,933,632 1 to 30 days past due not impaired 24,963,600 22,660, to 60 days past due not impaired 793,293 28,294, to 90 days past due not impaired 6,051,232 18,632,010 Over 90 days past due not impaired 25,920,035 22,135,868 87,552, ,656,993 Impaired ,552, ,656,993 Receivables that are past due but not impaired The Group has trade receivables amounting to RM57,728,160 (2009: RM91,723,361) that are past due at the reporting date but not impaired. (b) Amounts Due from Subsidiaries (Non-current) Amount due from subsidiaries are unsecured, non-interest bearing and are repayable on demand except for the amount due from the subsidiaries, Trans Resources Corporation Sdn. Bhd. and TRC (Aust) Pty Ltd, which are subject to interest of 2% (2009: 8.15%) and 3% (2009: Nil) per annum, respectively. (c) Amount Due from Associates Amount due from associates are unsecured, non-interest bearing and are repayable on demand except for the amount due from Delta Garden Limited which is subject to interest of 11% (2009: Nil) per annum and is repayable within fi ve years. 82

85 Notes To The Financial Statements (Cont d) 31 DECEMBER DUE FROM/(TO) CUSTOMERS ON CONTRACTS Group RM RM Construction costs incurred to date 1,871,462,148 2,180,460,981 Attributable profi ts 296,379, ,835,508 2,167,841,740 2,406,296,489 Less: Provision for foreseeable losses - - 2,167,841,740 2,406,296,489 Less: Progress billings (2,231,453,236) (2,467,626,934) (63,611,496) (61,330,445) Due from customers on contract (Note 23) 19,547,248 15,754,337 Due to customers on contract (Note 33) (83,158,744) (77,084,782) (63,611,496) (61,330,445) Advances received on contracts, included within trade payables (Note 32) - 10,341,180 Retention sums on contract, included within trade receivables (Note 21) 11,272,509 12,506,125 The cost incurred to date on construction contracts include the following charges made during the fi nancial year. Group RM RM Depreciation of property, plant and equipment 2,299,608 2,552,471 Project fi nance charges 397, ,622 Rental of premises 325, ,129 Hiring and transport charges 1,678,040 4,824, OTHER CURRENT ASSETS Group Company RM RM RM RM Amount due from customers on contract (Note 22) 19,547,248 15,754, Accrued billings in respect of property development costs ,547,248 15,754,

86 Notes To The Financial Statements (Cont d) 31 DECEMBER CASH AND CASH EQUIVALENTS Group Company RM RM RM RM Cash on hand and at banks 102,900,107 36,312, , ,862 Deposits: Short term deposits with licensed banks 1,400,000 57,686, Fixed deposits with licensed banks 96,379, ,947, ,327 - Total cash and cash equivalents 200,680, ,947, , ,862 Cash at banks earns interest at fl oating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and one month depending on the immediate cash requirements of the Group, and earn interests at the respective short-term deposit rates. The weighted average effective interest rate as at 31 December 2010 for the Group and the Company were 1.9% - 3.0% (2009: 1.9% - 3.0%). Included in cash at banks of the Group are amounts of RM114,432 (2009: RM124,604) held pursuant to Section 7A of the Housing Developers (Control and Licensing) Act, 1966 and are restricted from use in other operations. Deposits with other fi nancial institutions of the Group amounting to RM48,845,301 (2009: RM55,512,996) are pledged as securities for borrowings (Note 30). For the purpose of the cash fl ow statements, cash and cash equivalents comprise the following as at the balance sheet date: Group Company RM RM RM RM Cash and bank balances 102,900,107 36,312, , ,862 Short term deposits with licensed banks 1,400,000 57,686, Fixed deposits with licensed banks 47,534,673 51,434, ,327 - Total cash and cash equivalents 151,834, ,434, , , NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE Group RM RM At 1 January 10,711,723 - Additions - 10,711,723 Transfer to investment properties (7,222,206) - Transfer to property, plant and equipment (1,539,838) - Transfer to holding company (1,949,679) - At 31 December - 10,711,723 84

87 Notes To The Financial Statements (Cont d) 31 DECEMBER SHARE CAPITAL AND SHARE PREMIUM Number of ordinary shares of RM1 each Share capital (issued and fully paid) Amount Share capital Total share (issued and Share capital and fully paid) premium share premium RM RM RM 1 January ,623, ,623,439 10, ,633,789 Ordinary shares issued during the year: Pursuant to Warrants Pursuant to ESOS 400, ,000 92, ,000 Pursuant to ICULS 224, , ,400 At 31 December ,247, ,247, , ,350,189 1 January ,577, ,577, ,577,479 Ordinary shares issued during the year: Pursuant to Warrants Pursuant to ESOS 45,000 45,000 10,350 55,350 Pursuant to ICULS At 31 December ,623, ,623,439 10, ,633,789 Authorised share capital At 1 January 500,000, ,000, ,000, ,000,000 Created during the year At 31 December 500,000, ,000, ,000, ,000,000 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company s residual assets. Warrants 2007/2017 A total of 30,800,000 free warrants were issued by the Company in conjunction with the Rights Issue in Each warrant is convertible into one new ordinary share of RM1.00 each at the exercise price of RM1.00 per ordinary share. Consequential to the Bonus Issue in 2008, the Company had issued an additional 6,101,520 new Warrants 2007/2017 pursuant to the adjustments in accordance with the provision under the Deed Poll executed by the Company on 15 November 2006 constituting the Warrants ( Deed Poll ). No warrants were exercised during the current fi nancial year and a total of 36,609,120 warrants remained outstanding as at 31 December The warrants are valid for a period of ten years and shall expire on 21 January

88 Notes To The Financial Statements (Cont d) 31 DECEMBER SHARE CAPITAL AND SHARE PREMIUM (CONT D) The salient features of the Warrants 2007/2017 are as follows:- (i) (ii) (iii) (iv) (v) 30,800,000 free Warrants are issued in conjunction with the Rights Issue to the Entitled Shareholders on the basis of 1 free Warrant attached to every 1 Rights Share and RM1.00 nominal value of ICULS subscribed. The warrants are immediately detached upon issuance and traded on Bursa Malaysia Securities Berhad separately. The warrants are traded in board lots of 100 units each carrying the right to subscribe for 100 new TRCS shares; each Warrants entitles the registered holders at any time during the exercise period of ten (10) years from the date of fi rst issue of the Warrants to subscribe for one (1) ordinary share of RM1.00 at an exercise price of RM1.00; the exercise price and/or the number of the Warrants outstanding may be adjusted in accordance with the provisions set out in the Deed Poll; upon expiry of the exercise period, any unexercised rights will lapse and cease to be valid for any purposes; and The new ordinary shares to be allotted and issued upon exercise of the Warrants shall rank pari passu in all respects with the existing ordinary shares of the Company except that they will not be entitled to any dividends, rights, allotments and other distributions the entitlement date of which precedes or falls on the relevant conversion date. Set out below are details of the free warrants issued by the Company : Number of warrants 2007/2017 Exercise At At Issuance date Expiry date price Exercised RM/share ,609,120-36,609, IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS On 22 January 2007, the Company issued RM30,800,000 nominal value of 5 - year 5% Irredeemable Convertible Unsecured Loan Stocks ( ICULS ) at a nominal value of RM1.00 each for working capital purposes. Consequential to the Bonus Issue in 2008, an additional 247,433 new TRC ordinary shares would be issued by the Company upon the full conversion of the existing ICULS pursuant to the adjustments in accordance with the provision under the Trust Deed executed by the Company on 15 November 2006 constituting the ICULS ( Trust Deed ). As at 31 December 2010, 29,836,193 ordinary shares have been issued pursuant to the conversion of RM29,790,633 nominal amount of ICULS issued at 100% of its nominal value. From the remaining 1,009,367 units unconverted ICULS, an additional 201,873 new TRC ordinary shares would be issued by the Company upon conversion of the existing ICULS. The principal terms of the ICULS are as follows :- (i) (ii) Conversion rights - The registered holders will have the right at any time during the Conversion Period to convert the ICULS into fully paid new TRCS ordinary shares at the Conversion Price. Conversion price and mode - Conversion can be done by surrendering the ICULS with an aggregate nominal value equivalent to the conversion price of RM1.00 per share. There will be no cash element involved. 86

89 Notes To The Financial Statements (Cont d) 31 DECEMBER IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (CONT D) (iii) (iv) (v) (vi) Conversion period - The conversion of the ICULS into new ordinary shares of the Company may take place at the option of the holders during the tenure of the ICULS. The ICULS shall bear a coupon rate of 5% per annum payable annually in arrears on 31 December. The ICULS is unsecured and not redeemable for cash. All remaining ICULS at the end of the 5 year tenure shall be automatically and mandatorily converted into new ordinary shares of the Company at the conversion price. The new ordinary shares to be allotted and issued upon conversion of the ICULS shall rank pari passu in all respects with the existing ordinary shares of the Company except that they will not be entitled to any dividends, rights, allotments and other distributions the entitlement date of which precedes or falls on the relevant conversion date. The proceeds received from the issue of the ICULS have been split between the liability component and the equity component, representing the fair value of the conversion option. The ICULS are accounted for in the balance sheets of the Group and of the Company as follows: The movements of the ICULS during the year are as follows : Group/Company Equity Liability component component Total RM RM RM Balance at 1 January ,022, ,834 1,203,534 Conversion of ICULS into ordinary shares (683) (49,659) (50,342) Balance at 31 December ,022, ,175 1,153,192 Balance at 1 January ,022, ,175 1,153,192 Conversion of ICULS into ordinary shares (159,700) (70,098) (229,798) Balance at 31 December ,317 61, ,394 The liability component is further analysed as follows :- Group/Company RM RM Current (Note 32): - not later than one year 47,565 56,544 Non - current - later than one year but not later than fi ve years 13,512 74,631 61, ,175 The interest charged for the year is calculated by applying an effective interest rate of 8% (2009: 8%) to the liability component for the twelve month period since the loan stocks were issued. 87

90 Notes To The Financial Statements (Cont d) 31 DECEMBER OTHER RESERVES Group Foreign currency Asset translation revaluation Fair value reserve reserve reserve Total RM RM RM RM At 1 January 2010, as previously stated 1, , ,064 Effects of adopting FRS , ,169 At 1 January 2010 (restated) 1, , ,169 1,062,233 Other comprehensive income: Group 46, , ,251 Associates 107, ,970 Revaluation increase At 31 December , , ,297 1,519,454 At 1 January 2009 (7,633) - - (7,633) Other comprehensive income : Group 2, ,762 Associates 5, ,912 Revaluation increase - 648, ,023 At 31 December , , ,064 (a) Asset Revaluation Reserve The asset revaluation reserve is used to record increases in the fair value of the asset and decreases to the extent that the such decrease relates to an increase on the same asset previously recognised in equity. (b) Foreign Currency Translation Reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the fi nancial statements of foreign operations whose functional currencies are different from that of the Group s presentation currency. It is also used to record the exchange differences arising from monetary items which form part of the Group s net investment in foreign operations, where the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation. (c) Fair Value Reserve Fair value reserve represents the cumulative fair value changes, net of tax, of available-for-sale fi nancial assets until they are disposed or impaired. 88

91 Notes To The Financial Statements (Cont d) 31 DECEMBER RETAINED EARNINGS As at 31 December 2010, the Company has tax exempt profi ts available for distribution of approximately RM5,242,666 (2009: RM5,242,666), subject to the agreement of the Inland Revenue Board. Effective 1 January 2008, the Company is given the option to make an irrevocable election to move to a single tier system or continue to use its credit under Section 108 of the Income Tax Act, 1967 for purpose of dividend distribution until the tax credit is fully utilised or latest by 31 December The Company has not opted to move to a single tier system and as a result, the Company can utilise the tax credit balance in the Section 108 of the Income Tax Act, 1967 as at 31 December 2010 to frank the payment of net dividends out of its retained earnings. The breakdown of the retained earnings of the Group and of the Company as at 31 December 2010 into realised and unrealised earnings is presented as follows, in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No.1, Determination of Reliased and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants :- Group RM Company RM Total retained earnings of the Company and its subsidiaries: Realised 155,953,298 9,658,379 Unrealised (445,096) 2,870,282 Total share of retained earnings from associates: Realised (1,273,013) - Unrealised ,235,189 12,528,661 Add: Consolidation adjustments (48,731,672) - Retained earnings as per fi nancial statements 105,503,517 12,528, BORROWINGS Secured: Group Company RM RM RM RM Short term borrowings Bankers acceptance - 1,390, Bank overdrafts Domestic factoring facilities Hire purchase payables (Note 34) 366,519 1,304, Term loan ,519 2,694, Long term borrowings Hire purchase payables (Note 34) - 376, Al- Bai Bithaman Ajil term loan - 6,000, ,376, Total borrowings 366,519 9,071,

92 Notes To The Financial Statements (Cont d) 31 DECEMBER BORROWINGS (CONT D) (a) Bank Overdrafts The bank overdrafts of the subsidiary companies are subject to interest at rates ranging from 1.0% to 1.25% (2009: 1.0% to 1.5%) per annum above the banks base lending rates. However, the Group has not utilised the facility during the fi nancial year. (b) Bankers Acceptance The bankers acceptance are subject to commissions at rates of approximately 0.75% (2009: 0.75%) per annum and interest rates of 1.5% (2009: 1.5%) per annum above the banks base lending rate. However, the Group has not utilised the facility during the fi nancial year. (c) Other Short Term Trade Facilities The domestic factoring facility is subject to a fl at charge of RM Nil (2009: RM Nil). The above facilities are secured by :- (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Existing Open All Monies Facilities Agreement; Legal Deed of Assignment of Contract Proceeds; Letter of Irrevocable Instruction by the subsidiary; certain fi xed deposits of the subsidiary; a freehold land and building and a leasehold land and building belonging to the subsidiary; a fi xed and fl oating charge over the subsidiary s present and future assets; a corporate guarantee by the Company; and jointly and personally guarantee by the directors of the subsidiary. (d) Al-Bai Bithaman Ajil Term Loan The term loan of the subsidiary company bears profi t sharing rate of 8% (2009: 8%) per annum and is secured by:- (i) (ii) (iii) (iv) Master Facility Agreement; A fi rst party fi rst legal charge over the subsidiary s freehold land as disclosed in Note 15 to the fi nancial statements; Specifi c debenture by way of fi xed and fl oating charge over the said land, all units and structure erected thereon and all the rights, interest and benefi ts in and under the project, and all other assets, goodwill, design and other intellectual properties rights, and all sales proceeds, rental income and other revenue and claims, and other undertaking relating to the project; and Corporate guarantee by the Company. The term loan has been fully settled during the year. (e) Obligations under finance leases These obligations are secured by a charge over the leased assets (Note 14). The average discount rate implicit in the leases ranges from 2.20% % (2009:2.20% %) per annum. 90

93 Notes To The Financial Statements (Cont d) 31 DECEMBER DEFERRED TAXATION Deferred income tax as at 31 December relates to the followings : Group As at Recognised 1 January in profit 2009 or loss As at 31 December 2009/ 1 January 2010 Transferred Recognised Transferred As at 31 from in profit from December ICULS or loss ICULS 2010 RM RM RM RM RM RM RM Deferred tax liabilities: Property, plant and equipment 1,256, ,273-1,555,272 (363,231) - 1,192,041 Deferred tax assets: 1,256, ,273-1,555,272 (363,231) - 1,192,041 Unused tax losses (824,362) 171,836 - (652,526) 41,468 - (611,058) Property, plant and equipment (154,541) (2,985) - (157,526) (68,861) - (226,387) Irredeemable convertible unsecured loan stocks (ICULS) (34,316) 12, (21,907) 11,309 4,385 (6,213) (1,013,219) 181, (831,959) (16,084) 4,385 (843,658) 243, , ,313 (379,315) 4, ,383 Company As at Recognised 1 January in profit 2009 or loss As at 31 December 2009/ 1 January 2010 Transferred Recognised Transferred As at 31 from in profit from December ICULS or loss ICULS 2010 RM RM RM RM RM RM RM Deferred tax assets : Property, plant and equipment (77,308) - (77,308) Irredeemable convertible unsecured loan stocks (ICULS) (34,316) 12, (21,907) 11,309 4,385 (6,213) (34,316) 12, (21,907) (65,999) 4,385 (83,521) 91

94 Notes To The Financial Statements (Cont d) 31 DECEMBER TRADE AND OTHER PAYABLES Group Company RM RM RM RM Trade payables Third parties 63,546,287 64,286,673-5,260 Advances received (Note 22) - 10,341, Trade payables, net 63,546,287 74,627,853-5,260 Other payables Associate 5,865,000 5,865, ICULS - liability component (Note 27) 47,565 56,544 47,565 56,544 Accruals 2,060,309 3,237,706 78,931 65,725 Other payables 3,596,269 3,772, , ,941 11,569,143 12,931, , ,210 Total trade and other payables 75,115,430 87,559, , ,470 Trade payables are non - interest bearing and the normal trade credit terms granted to the Group range from one month to three months. 33. OTHER CURRENT LIABILITIES Group RM RM Amount due to customers on contract (Note 22) 83,158,744 77,084,782 Progress billings in respect of property development ,158,744 77,084, HIRE PURCHASE PAYABLES Future minimum lease payments under fi nance leases together with the present value of the net minimum lease payments are as follows: Group RM RM Future minimum lease payments: Not later than one year 371,229 1,349,063 Later than one year and not later than two years - 381,551 Total future minimum lease payments 371,229 1,730,614 Less: Future fi nance charges (4,710) (49,613) Present value of fi nance lease liabilities 366,519 1,681,001 92

95 Notes To The Financial Statements (Cont d) 31 DECEMBER HIRE PURCHASE PAYABLES (CONT D) Group RM RM Analysis of present value of fi nance lease liabilities: Not later than one year 366,519 1,304,160 Later than one year and not later than two years - 376,841 Amount due within 12 months 366,519 1,681,001 Amount due after 12 months ,519 1,681, EMPLOYEE BENEFITS Employee Share Options Scheme The Company has established a Share Options Scheme for Employees and Directors ( The Scheme ) pursuant to the By-Laws which was approved by the shareholders at the Extraordinary General Meeting held on 30 April The Scheme shall remain in force for a duration of fi ve (5) years commencing from 22 June The Board of Directors has approved the extension of the duration of ESOS for another fi ve years from the expiry of the initial ESOS period (21 June 2009). The salient features and other terms of the Scheme are as follows: (i) (ii) (iii) (iv) (v) (vi) (vii) the maximum number of the Company s new shares to be made available under the Scheme shall not exceed fi fteen percent (15%) of the issued and paid up capital of the Company; not more than fi fty percent (50%) of the Company s shares available under the Scheme shall be allocated to Directors and senior management; not more than ten percent (10%) of the Company s shares available under the Scheme shall be allocated to individual Director or eligible employees, who either singly or collectively through person connected to them holds twenty percent (20%) or more of the issued and paid-up capital of the Company. The eligible participants shall include eligible employees and Directors who as at the offer date have satisfi ed the following criteria :- (a) is a confi rmed employee or appointed director within the Group; (b) has attained at least age of eighteen (18); (c) is employed full time and on the payroll of the Group; (d) is under such category and of such criteria that the option committee may from time to time decide. The option price for each share shall be based on the weighted average market price (WAMP) of the Company s share traded on Main Market of Bursa Malaysia Securities Berhad for the fi ve (5) trading days preceding the date of offer with a discount if any, that does not exceed ten percent (10%) from the fi ve (5) day of the Company s share price. Upon exercise of the options, the new ordinary shares of the Company to be issued pursuant to the Scheme will, upon allotment and issue, rank pari passu in all respects with the existing ordinary shares of the Company; and The persons to whom the options have been granted have no right to participate by virtue of the option in any share issue of any other company. 93

96 Notes To The Financial Statements (Cont d) 31 DECEMBER EMPLOYEE BENEFITS (CONT D) Employee Share Options Scheme (cont d) Date of Offer Exercise period Exercise price per ordinary share (RM) Balance at 1 January During the year Granted/ Accepted Exercised Resigned Balance at 31 December ,740, ,740, ,740, ,740, ,740,000 2,199,000 (3,644,500) - 12,294, ,294,500 - (1,241,500) - 11,053, ,053,000 - (45,000) - 11,008, ,008,000 - (400,000) (417,000) 10,191,000 Consequent to the Bonus Issue exercise completed in 2008, the exercise price of the Company s Employees and Directors Share Option Scheme had been adjusted from RM1.47/share to RM1.23/share. Options exercisable in a particular year but not exercised can be carried forward to the subsequent years provided they are exercised prior to the expiry date of the Scheme on 21 June The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the list of option holders, including directors, holding share options of less than 850,000 shares. The eligible employees who have been granted share options of 850,000 or more are as follows:- No. Name of options holders Number of share options 1. Dato Sri Sufri Bin Hj Mohd Zin 900, Dato Abdul Aziz Bin Mohamad 850, Dato Khoo Teng San 850, Loh Leh Wong 850, Yeoh Sook Keng 850, Abdul Aziz Bin Mohamed 990,000 Details relating to options exercised during the period are as follows: Exercise period Fair value of shares at share issue date Exercise price Number of shares issued RM/share RM/share January 2010 to 31 December ,000 45,000 94

97 Notes To The Financial Statements (Cont d) 31 DECEMBER EMPLOYEE BENEFITS (CONT D) Group/Company RM RM Ordinary share capital - at par 400,000 45,000 Share premium 92,000 10,350 Proceeds received on exercise of options 492,000 55,350 Fair value at exercise date of shares issued 556,550 60,750 The fair value of shares issued on the exercise of options is the mean market price at which the Company s shares were traded on the Main Market of Bursa Malaysia Securities Berhad on the day prior to the exercise of the options. 36. DIVIDENDS Recognised during the year: Dividends in respect of year Dividends recognised in year RM RM RM RM First and fi nal dividend for 2009: 4 sen per share less 25% taxation on 189,626,319 ordinary shares (3 sen net per ordinary share) - 5,688,790 5,688,790 8,531,030 At the forthcoming Annual General Meeting, a provisional dividend in respect of the fi nancial year ended 31 December 2010, of 5 sen per share less 25% taxation on 190,247,839 ordinary shares amounting to a dividend payable of RM7,134,294 (3.75 sen net per ordinary share) will be proposed for shareholders approval. The fi nancial statements for the current fi nancial year do not refl ect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the fi nancial year ending 31 December CAPITAL COMMITMENTS Approved and contracted for: Group Company RM RM RM RM Investment in partnership 6,270,800 14,535, The above investment in partnership is in respect of Call and Put Option Deed contracted by the Group on 20 July 2009 as disclosed under Note 19. The Call and Put option period for the above investment will lapse on 7 July

98 Notes To The Financial Statements (Cont d) 31 DECEMBER CONTINGENT LIABILITIES Secured: Group Company RM RM RM RM Bank guarantees Performance bond 109,721, ,375, ,721, ,375,993 Advance bond 10,000,000 30,000,000 10,000,000 30,000,000 Tender bond - 350, ,000 Supplier / Maintenance / Security 644,000 1,175, ,000 1,175, ,365, ,900, ,365, ,900,993 The bank guarantees are secured by fi xed deposits of the Group and the Company and a corporate guarantee by the Company and a subsidiary company. As at the balance sheet date, the Group has unutilised bank guarantees amounting to RM142,649,071 (2009: RM85,599,007). Unsecured: Corporate guarantees given to banks for credit facilities granted to subsidiaries ,090, ,445,718 Corporate guarantees given to banks for credit facilities granted to holding company 50,000, As of 31 December 2010, the Group had available RM267,485,000 (2009: RM232,500,000) of undrawn committed borrowing facilities in respect of which all conditions precedent had been met. 39. RELATED PARTY TRANSACTIONS (a) Sale and Purchase of Goods and Services In addition to the related party information disclosed elsewhere in the fi nancial statements, the following signifi cant transactions between the Group and related parties took place at terms agreed between the parties during the fi nancial year. Group Company RM RM RM RM Subsidiaries: Sale of fi nished goods and services 5,492,092 8,565, Sub-contractors costs 6,042,500 13,261, Supply of labour 358, ,223 3,225,376 3,357,030 Management fees received 2,394,908 2,473,422 2,340,000 2,340,000 Rental charges 499,731 1,191, ,596 - Share of joint venture losses 279, Interest charges 2,386,153 1,044,986 2,035,061 1,044,986 Dividend 6,666,667 13,333,333 6,666,667 13,333,333 96

99 Notes To The Financial Statements (Cont d) 31 DECEMBER RELATED PARTY TRANSACTIONS (CONT D) (a) Sale and Purchase of Goods and Services (cont d) Group Company RM RM RM RM Associates: Sub-contractors costs 834, Supply of labour 186, Interest charges 122, Dividend 307, The directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties. (b) Compensation of Key Management Personnel Group Company RM RM RM RM Salary 1,712,800 1,284, ,000 - Other emoluments 1,091, ,340 33,600 - Directors Interest in Employee Share Options Scheme During the fi nancial year, none of the Company s executive directors exercised any share options. At the reporting date, the total number of outstanding share options granted by the Company to the abovementioned directors amounts to 1,750,000 (2009: 1,750,000). No share options have been granted to the Company s non-executive directors. 40. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group and the Company are exposed to fi nancial risks arising from their operations and the use of fi nancial instruments. The key fi nancial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk. The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Chief Financial Offi cer. The audit committee provides independent oversight to the effectiveness of the risk management process. (a) Market Risk (i) Interest Rate Risk Interest rate risk is the risk that fair value or future cash fl ows of the Group and the Company s fi nancial instruments will fl uctuate because of changes in market interest rates. The Group and the Company obtains fi nancing through its holding company and hence is subject to minimal risk. 97

100 Notes To The Financial Statements (Cont d) 31 DECEMBER FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT D) (a) Market Risk (cont d) (ii) Equity Price Risk Market price is the risk that the fair value future cash fl ows of the Group and the Company fi nancial instruments will fl uctuate because of changes in market prices (other than interest or exchange rates). The Group and the Company is exposed to equity price risk arising from its investment in quoted equity instruments. The quoted equity instruments in Malaysia are listed on the Bursa Malaysia. These instruments are classifi ed available-for-sale fi nancial assets. The Group and the Company does not have exposure to commodity price risk. Management of the Group and the Company monitors the equity investments on a portfolio basis. Material investments within the portfolio are managed on an individual basis and all buy and sell decisions are approved by the management. The following section provides details regarding the Group and the Company exposure to the above-mentioned fi nancial risks and the objectives, policies and process for the management of these risks. (b) Credit Risk Credit risk is the risk of loss that may arise on outstanding fi nancial instruments should a counterparty default on its obligations. The Group and the Company s exposure to credit risk arises primarily from trade and other receivables. For other fi nancial assets (including investment securities and cash and bank balances) the Group and the Company minimises credit risk by dealing exclusively with high credit rating counterparties. The Group and the Company s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group and the Company trades only with recognised and creditworthy third parties. It is the Group and the Company s policy that all customers who wish to trade on credit terms are subject to credit verifi cation procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group and the Company s exposure to bad debts is not signifi cant. Exposure to credit risk At the reporting date, the Group and the Company s maximum exposure to credit risk is represented by the carrying amount of each class of fi nancial assets recognised in the statements of fi nancial position with positive fair values. Information regarding credit enhancements for trade and other receivables is disclosed in Note 21. Financial assets that are neither past due nor impaired Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 9. Deposits with banks and other fi nancial institutions and investments securities that are neither past due nor impaired are placed with or entered into with reputable fi nancial institutions or companies with high credit ratings and no history of default. Financial assets that are either past due or impaired Information regarding fi nancial assets that either past due or impaired is disclosed in Note

101 Notes To The Financial Statements (Cont d) 31 DECEMBER FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT D) (c) Liquidity Risk Liquidity risk is the risk that the Group and the Company will encounter diffi culty in meeting fi nancial obligations due to shortage of funds. The Group and the Company s exposure to liquidity risk arises primarily from mismatches of the maturities of fi nancial assets and liabilities. The Group and the Company s objective is to maintain a balance between continuity of funding and fl exibility through the fi nancial support from related and holding company. Analysis of financial instruments by remaining contractual maturities The table below summarises the maturity profi le of the Group and the Company s liabilities at the reporting date based on contractual undiscounted repayment obligations RM On demand or within one year One to five years Over five years Total Group RM RM RM RM Financial liabilities: Trade and other payables 75,115, ,115,430 Other current liabilities 83,158, ,158,744 Loans and borrowings 380, ,031 Total undiscounted fi nancial liabilities 158,654, ,654,205 Company Financial liabilities: Trade and other payables 300, ,172 Other current liabilities Loans and borrowings 13, ,512 Total undiscounted fi nancial liabilities 313, ,684 (d) Foreign Currency Risk Foreign currency risk is the risk that the fair value of future cash fl ows of a fi nancial instruments will fl uctuate because of changes in foreign exchange rates. The Group has transactional currency exposure arising from subcontractor costs that are denominated in a currency other than the respective functional currency of Company. The foreign currency in which these transactions are denominated is mainly US Dollars ( USD ). Approximately 0.9% (2009: 8.2%) of the Group s direct costs are denominated in foreign currency. The Group and the Company also hold cash and cash equivalents denominated in foreign currencies for working capital purposes. At the reporting date, such foreign currency balances (mainly in USD and EURO) amounting to RM4,461,625 (2009: RM5,388,557). 99

102 Notes To The Financial Statements (Cont d) 31 DECEMBER FAIR VALUE OF FINANCIAL INSTRUMENTS Group Company RM RM RM RM Financial assets Investment in Associates 11,749,188 12,679, Investment in subsidiaries ,946,519 69,420,640 Other investments 40,508,127 31,298, Trade and other receivables 113,064, ,080,122 11,578 11,988 Other current assets 19,547,248 15,754, Cash and bank balances 200,680, ,947, , ,862 Financial liabilities Trade and other payables 75,115,430 87,559, , ,470 Other current liabilities 83,158,744 77,084, Loans and borrowings 380,031 9,145,885 13,512 74,631 Determination of fair value Fair value is defi ned as the amount for which the fi nancial instrument could be exchanged in a current transaction between knowledgeable willing parties in an arm s length transaction, other than in a forced sale or liquidation. The carrying amounts of fi nancial instruments reported in the fi nancial statements approximate their fair values. 42. CAPITAL MANAGEMENT The primary objective of the Group s and the Company s capital management is to ensure that they maintain a strong credit rating and healthy capital ratios in order to support their business and maximise shareholder value. The Group and the Company manages their capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 December 2010 and 31 December The Group and the Company monitor capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group s and the Company s policy is to keep the gearing ratio up to the minimum level. The Group and the Company includes within net debt, loans and borrowings, less cash and bank balances. Capital includes equity attributable to the owners of the Group and the Company less the fair value adjustment reserve. Group Company RM RM RM RM Loans and borrowings 380,013 9,145,885 13,512 74,631 Less: Cash and bank balances (200,680,081) (200,947,479) (702,608) (320,862) Net cash (200,300,068) (191,801,594) (689,096) (246,231) Equity attributable to the owners of the Company 298,235, ,342, ,741, ,526,207 Less: - Fair value adjustment reserve (1,519,454) (649,064) - - Total capital 296,716, ,693, ,741, ,526,207 Capital and net cash 497,016, ,495, ,430, ,772,438 Gearing ratio

103 Notes To The Financial Statements (Cont d) 31 DECEMBER SEGMENTAL INFORMATION The Group s reportable segments, as described below, are the Group s strategic business units. The strategic business units offer different services and are managed separately because they require different marketing strategies. For each of the strategic business units, the Group s Chief Executive Offi cer reviews internal management reports on at least a quarterly basis. Other business units are reported as others. The following summary describes the operations in each of the Group s reportable segments : Construction activity Property development Performance is measured based on segment profi t before tax, interest, depreciation and amortisation. Segment profi t is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Segment asset is measured based on all assets (including goodwill) of a segment and is used to measure the return of assets of each segment. Operating segment information for the current fi nancial year ended 31 December 2010 is as follows: Construction Property Consolidated 2010 activity development Others adjustments Total RM RM RM RM RM REVENUE 344,129,539 1,131,208 55,771,185 (24,314,117) 376,717,815 PROFIT BEFORE TAX 19,690,771 (1,962,287) 11,911,316 (6,599,904) 23,039,896 SEGMENT ASSETS 340,207,812 38,127,300 79,746, ,081, REVENUE 491,999,804 1,100,781 82,771,060 (42,062,976) 533,808,669 PROFIT BEFORE TAX 38,341,718 (196,812) 15,159,107 (14,525,891) 38,778,122 SEGMENT ASSETS 375,291,831 37,255,195 50,462, ,009,681 No segmental reporting has been prepared in respect of geographical location as the Group s activities are predominantly carried out in Malaysia. 44. SIGNIFICANT EVENTS The wholly owned subsidiary company of the Group, Trans Resources Corporations Sdn. Bhd. ( TRC ), had on 29 November 2010 received the Letter of Acceptance from Syarikat Prasarana Negara Berhad, in relation to TRC s tender for the project known as Construction and completion of Facilities Works (Package A) for the Kelana Jaya (KLJ) Line Extension Project for a contract sum of RM950,000,000. TRC had on 30 November 2010 acknowledged receipt of the Letter of Acceptance. 101

104 Notes To The Financial Statements (Cont d) 31 DECEMBER SUBSEQUENT EVENTS (a) New Projects Secured TRC had on 19 April 2011 received the Letter of Award from Putrajaya Holdings Sdn. Bhd. in relation to the contract for the following packages :- (i) Proposed Construction and Completion of 40 Units 3 Storey Semi Detached Public Housing at PT 7365, Parcel 8-4H, Precinct 8, (Phase 1), Putrajaya; (ii) Proposed Construction and Completion of 4 Units 21/2 Storey Semi Detached Public Housing at PT 7385 to PT 7388 and PT 7389, Parcel 2B3, Precinct 8 (Phase 1), Putrajaya; and (iii) Proposed Construction and Completion of 2 Mock Up Units at Parcel 8R7, Precinct 8, Putrajaya for a contract sum of RM43,803,960. (b) Conversion of ICULS Subsequent to 31 December 2010, the Company issued 50,040 ordinary shares of RM1 each, pursuant to the conversion of RM41,700 nominal amount of ICULS issued at 100% of its nominal value. (c) Employee Share Options Scheme Subsequent to 31 December 2010, the Company issued 491,000 ordinary shares of RM1 each for cash pursuant to the Company s ESOS at exercise price of RM1.23 per ordinary share. 46. CHANGE OF NAME On 6 April 2010, the Company s wholly owned subsidiary company within TRC Group, TRC Construction (Sarawak) Sdn. Bhd. (Co. No W) has changed its name to TRC (Sarawak) Sdn. Bhd. 47. LITIGATIONS The Group has the following litigation cases during the fi nancial year : (a) (b) Trans Resources Corporation Sdn. Bhd. ( TRC ) employed Carmichael Asia Sdn. Bhd. ( Charmichael ) to supply two units of fi re-fi ghting engines for the Terengganu airport. Charmichael only supplied one unit, which caused TRC to source and obtained supply from another supplier at a higher cost. The contract contains an arbitration clause. The parties have commenced arbitration and have appointed an arbitrator. TRC is the benefi ciary of a Performance Bond from AL-Hidayah Investment Bank (Labuan) Limited ( the Bank ) dated 7 July 2006 from a sub-contractor Syarikat Elektrik RBA Sdn. Bhd. ( the sub-contractor ) for Bentong Prison Project. Due to the non-performance of the contract on the part of the sub-contractor, TRC has called on the performance bond. The Bank disputed the liability. TRC is fi nalising the account with the Government of Malaysia before a formal or fi nal demand is made against the Bank. (c) Mohamad Subahan Bin Mohd. Nasir and twelve others, ( the plaintiffs ) had sued TRC for damages in respect of a Dang Wangi Police HQ Project. The fi rst action was dismissed with costs and damages to be assessed. Damages has been assessed at RM130, Costs will be ascertained after the plaintiffs appeal for a review of the taxed costs. The plaintiffs again brought a second action against TRC for damages in respect of the Dang Wangi Police HQ Project. The action was dismissed with costs. Costs will be ascertained upon taxation. TRC is now obtaining documents from the court or previous solicitors for the purpose. 102

105 Notes To The Financial Statements (Cont d) 31 DECEMBER COMPARATIVES The following comparatives as at 31 December 2009 have been reclassifi ed to conform with current year s presentation. Group Company As As As previously As previously restated stated restated stated RM RM RM RM (a) Statements of comprehensive income Other income 4,703,168 7,919, ,395 1,985,381 Finance income 3,216,125-1,044,986 - (b) Statements of fi nancial position Non-Current assets Property, plant and equipment 19,063,456 18,563, Prepaid land lease payments - 500, Current liabilities Trade and other payables 87,559, ,889, Other current liabilities 77,084, Current assets Other current assets 15,754,

106 List of Properties No Location Tenure 1. Lot No.3626 Section 16 Kuching Central Land District Sarawak 60-year leasehold expiring 18/4/2059 Description/ existing use 4-storey shop/offi ce Approx age of buildings Land area/ build up area 12 years 2,214.2 sq ft/ 8,856.8 sq ft Net book value 31 December 2010 RM Date of valuation 1,124, /11/ Lot No.PT19447 Mukim of Ampangan District of Seremban Negeri Sembilan 99-year leasehold expiring 18/9/2095 Agricultural Land acres 494, /9/ Developer's Parcel No. 47(218) First and Second Floors of an Intermediate 4-storey shop/ offi ce building Taman Melawati Metro 1 Phase 4 Town Centre Selangor Freehold First and Second Floors of 4-storey shop/offi ce 20 years 1,760.0 sq ft each 612, /11/ Units of Apartments Idaman Senibong Apartment Taman Bayu Senibong Johor Bahru, Johor Leasehold expiring 21/1/2097 Apartments 5 1/2 years Varying from sq ft, sq ft & sq ft 6,186, HS(D) PTD Mukim of Plentung, District of Johor Bahru, State of Johor (together with a double storey terrace house erected thereon) Freehold Double storey terrace 7 years sq metres 326, A part of HS(D) PTD Mukim of Plentong, District of Johor Bahru, State of Johor Freehold Agricultural land acres 11,720, Lot No.196, Bandar Ulu Klang 71/2 Mile, Ulu Klang Gombak, Selangor Freehold Residential land hectares 7,986, Mukim 2908, Lot 2265 Mukim Dengkil, Daerah Sepang Selangor Darul Ehsan Freehold Agricultural land hectares 1,080, Shop Offi ce & Corporate Building TRC Business Centre Jalan Andaman Utama Ampang, Selangor Darul Ehsan Freehold Shop Offi ce 2 years Varying from 1,121sq ft, 1,209 sq ft, 1,319 sq ft, 1,344 sq ft, 1,370 sq ft, 1,469 sq ft, 1,533 sq ft, 1,775 sq ft & 2, sq ft 15,591,

107 Analysis of Shareholdings as at 29 April 2011 Authorised Share Capital : RM 500,000, Issued ad Fully Paid-Up Share Capital : RM 190,788, Class of Shares : Ordinary Shares of RM1.00 each Voting Rights : One Vote Per ordinary Share No. of Shareholders : 2,634 DISTRIBUTION OF SHAREHOLDINGS Category No.of holders % No.of shares % Less than , , , ,001-10,000 1, ,056, , , ,463, ,001 and less than 5% of issued shares ,647, % and above of the issued shares ,477, Total 2, ,788, LIST OF SUBSTANTIAL SHAREHOLDERS No. Name Direct Indirect No. of shares % No. of shares % 1. Dato Sri Sufri Bin Hj Mohd Zin 18,904, ,198, TRC Capital Sdn Bhd 24,814, Kolektif Aman Sdn Bhd 24,384, Leong Kam Heng 18,898, Lembaga Tabung Haji 18,687, Khoo Tew Choon 13,489, * Deemed interested by virtue of his shareholdings in Kolektif Aman Sdn Bhd and TRC Capital Sdn Bhd DIRECTORS INTEREST IN SHARES No. Name Direct Indirect No. of shares % No. of shares % 1. Dato Sri Sufri Bin Hj Mohd Zin 18,904, ,198, Dato Abdul Aziz Bin Mohamad 5,529,

108 Analysis of Shareholdings (Cont d) as at 29 April 2011 LIST OF 30 LARGEST SHAREHOLDERS No Name of shareholder Shares % 1. Kenanga Nominees (Tempatan) Sdn Bhd 24,814, Pledged Securities Account for TRC Capital Sdn Bhd 2. Kenanga Nominees (Tempatan) Sdn Bhd 24,384, Pledged Securities Account for Kolektif Aman Sdn Bhd 3. Lembaga Tabung Haji 18,687, Kenanga Nominees (Tempatan) Sdn Bhd 12,681, Pledged Securities Account for Khoo Tew Choon 5. Kenanga Nominees (Tempatan) Sdn Bhd 11,602, Pledged Securities Account for Leong Kam Heng 6. Kenanga Nominees (Tempatan) Sdn Bhd 10,308, Pledged Securities Account for Sufri Bin Mhd Zin 7. Muhamad Shahaizi Bin Abdul Hai 8,500, Kenanga Nominees (Tempatan) Sdn Bhd 7,996, Pledged Securities Account for Yap Yon Tai 9. CIMSEC Nominees (Tempatan) Sdn Bhd 7,457, CIMB Bank for Sufri Bin Mhd Zin (M28002) 10. Abdul Aziz Bin Mohamad 5,000, Kenanga Nominees (Tempatan) Sdn Bhd 4,782, Pledged Securities Account for Leong Kam Heng 12. Citigroup Nominees (Tempatan) Sdn Bhd 4,048, Employees Provident Fund Board (Pheim) 13. Amanah Raya Berhad 3,084, Kumpulan Wang Bersama 14. Amanahraya Trustees Berhad 2,511, Public Islamic Select Treasures Fund 15. Tan Kim Yok A/P Tan Yin Ghee 2,002, Citigroup Nominees (Tempatan) Sdn Bhd 1,402, Pledged Securities Account for Khoo Teng San (473523) 17. Citigroup Nominees (Tempatan) Sdn Bhd 1,138, Pledged Securities Account for Sufri Bin Mhd Zin (473402) 18. Citigroup Nominees (Tempatan) Sdn Bhd 993, Pledged Securities Account for Leong Kam Heng (473525) 19. Citigroup Nominees (Asing) Sdn Bhd 874, CBHK PBGHK for Golden Millennium Worldwide Limited 20. HLB Nominees (Tempatan) Sdn Bhd 865, Pledged Securities Account for Lee Chiah Cheang 21. EB Nominees (Tempatan) Sendirian Berhad 808, Pledged Securities Account for Khoo Tew Choon (SFC) 22. CIMSEC Nominees (Tempatan) Sdn Bhd 786, CIMB Bank for Leong Kam Heng (M28001) 23. EB Nominees (Tempatan) Sendirian Berhad 730, Pledged Securities Account for Leong Kam Heng (SFC) 24. Osk Nominees (Tempatan) Sdn Berhad 641, Pledged Securities Account for Khoo Teng San 25. Chin Yu Nominees Pty Ltd 631, Ngiam Buey Buey 624, Abdul Aziz Bin Mohamad 529, KTC Holdings Sdn Bhd 511, Yeoh Sook Keng 422, BHLB Trustee Berhad 369, Exempt an for Employees Provident Fund (PCM) Total 159,190,

109 Analysis of ICULS Holdings as at 29 April 2011 Issued Size : RM30,800,000 Nominal Amount of 5% 5 Year Irredeemable Convertible Unsecured Loan Stock (ICULS) Nominal value : ICULS of RM1.00 each Voting Rights : Nil No. of ICULS Holders : 141 DISTRIBUTION OF ICULS HOLDINGS Category No.of holders % No.of ICULS % Less than , , ,001-10, , , , , ,001 and less than 5% of issued ICULS , % and above of the issued ICULS Total , LARGEST ICULS HOLDERS No Name of ICULS Holders ICULS % 1. HSBC Nominees (Asing) Sdn Bhd 190, HSBC-FS for Asean Emerging Companies Growth Fund Ltd 2. Chen Khai Voon 127, Ng Kok Ng Kee Seng 117, Khoo Shiau Hoon 101, Loh Leh Wong 40, Khoo Tat Wai 39, Citigroup Nominees (Tempatan) Sdn Bhd 35, Pledged Securities Account for Khoo Teng San (473523) 8. Khoo Shiau Hoon 20, Loh Leh Wong 19, Ee Soh Ee Mee Lan 15, Hamzah Bin Hasan 15, Phoa Cheng Loon 14, Khoo Teng San 13, CIMSEC Nominees (Asing) Sdn Bhd 12, Exempt an for Cimb Securities (Singapore) Pte Ltd (Retail Clients) 15. Phoon Mee Hung 10, AMSEC Nominees (Tempatan) Sdn Bhd 9, Pledged Securities Account for Ong Aye Ho 17. Citigroup Nominees (Tempatan) Sdn Bhd 8, Pledged Securities Account for Khor Thing Thiam (472926) 18. Kenanga Nominees (Tempatan) Sdn Bhd 8, Pledged Securities Account for Lee Teck Hoe 19. Toh Hoon Ling 8, Kyang Lee Koon 8, Citigroup Nominees (Tempatan) Sdn Bhd 7, Pledged Securities Account for Leong Kam Heng (473525) 22. Khoo Teik Hooi 6,

110 Analysis of ICULS Holdings (Cont d) as at 29 April LARGEST ICULS HOLDERS (CON TD) No Name of ICULS Holders ICULS % 23. Gopal A/L Narian Kutty 5, Kow Kow Kian 5, Mayban Nominees (Tempatan) Sdn Bhd 5, Pledged Securities Account for Chin Kok Woo 26. Ta Nominees (Tempatan) Sdn Bhd 5, Pledged Securities Account for Hor Khek Ban 27. Ooi Phuay Gim 4, HLB Nominees (Tempatan) Sdn Bhd 4, Pledged Securities Account for Khoo Teng San 29. Ong Yean Yean 4, Ng Siew Cok 4, Total 861,

111 Analysis of Warrant Holdings as at 29 April 2011 Number of Warrant : 30,800, years free detachable warrants Exercise Price : RM1.00 per the Company s Share Voting Rights : Nil No. of Warrants Holders : 581 DISTRIBUTION OF WARRANT HOLDINGS Category No.of holders % No.of warrant % Less than , , ,001-10, ,456, , , ,355, ,001 and less than 5% of issued Warrants ,756, % and above of the issued Warrants ,000, Total ,609, LIST OF 30 LARGEST WARRANT HOLDERS No Name of warrant holder Warrants % 1. Kolektif Aman Sdn. Bhd. 7,296, Sufri Bin Mhd Zin 4,608, Trc Capital Sdn. Bhd. 3,096, Kenanga Nominees (Tempatan) Sdn Bhd 1,810, Pledged Securities Account for Khoo Tew Choon 5. Kenanga Nominees (Tempatan) Sdn Bhd 1,632, Pledged Securities Account for Leong Kam Heng 6. Abdul Aziz Bin Mohamad 1,335, Yeoh Sook Keng 1,267, Khoo Teng San 1,248, Leong Kam Heng 1,188, Kenanga Nominees (Tempatan) Sdn Bhd 751, Pledged Securities Account for Yap Yon Tai 11. Citigroup Nominees (Tempatan) Sdn Bhd 504, Employees Provident Fund Board (Pheim) 12. CIMSEC Nominees (Tempatan) Sdn Bhd 439, CIMB Bank For Sufri Bin Mhd Zin (M28002) 13. Khoo Tat Wai 435, Citigroup Nominees (Tempatan) Sdn Bhd 428, Pledged Securities Account for Khoo Teng San (473523) 15. Ooi Cheng Ooi Peng Huat 343, Ngu Ew Look 321, Khoo Shiau Hoon 310, Chin Yu Nominees Pty Ltd 293, Loh Leh Wong 288, Mohd Raffee Bin Jalil 287, RHB Capital Nominees (Tempatan) Sdn Bhd 250, Pledged Securities Account for Tony Lee (551009) 22. Muhamad Shahaizi Bin Abdul Hai 240, Khoo Shiau Hoon 225,

112 Analysis of Warrant Holdings (Cont d) as at 29 April 2011 LIST OF 30 LARGEST WARRANT HOLDERS (CONT D) No Name of warrant holder Warrants % 24. Khoo Tat Wai 195, Ngiam Buey Buey 151, Ng Kok Ng Kee Seng 140, Osk Nominees (Tempatan) Sdn Berhad 121, Pledged Securities Account for Khoo Teng San 28. Ooi Chin Seng 120, Ting Teck Chuon 110, Ang Hioh 108, Total 29,550,

113 NOTICE OF FOURTEENTH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting of the Company will be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, Ampang, Selangor on Wednesday, the 29th day of June, 2011 at a.m. for the purpose of transacting the following businesses:- AGENDA ORDINARY BUSINESS 1. To receive and adopt the Audited Financial Statements, Report of the Directors and Report of the Auditors thereon for the year ended 31 December 2010 Resolution 1 2. To approve the payment of fi rst and fi nal gross dividend of 5 sen per share less 25% tax for the year ended 31 December 2010 Resolution 2 3. To approve the payment of Directors Fees in respect of the fi nancial year ended 31 December 2010 Resolution 3 4. To re-elect Noor Zilan bin Mohamed Noor who shall retire as Director of the Company pursuant to Articles 84 of the Company's Articles of Association. Resolution 4 5. To re-elect Abdul Rahman bin Ali who shall retire as Director of the Company pursuant to Articles 84 of the Company's Articles of Association Resolution 5 6. To appoint Messrs AljeffriDean as Auditors of the Company to hold offi ce until the conclusion of the next Annual General Meeting and to authorise the Directors to fi x their remuneration. Resolution 6 SPECIAL BUSINESS To consider and if thought fi t, to pass the following ordinary resolution, with or without modifi cation:- 7. AUTHORITY TO ISSUE SHARES THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fi t provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued and paid-up ordinary share capital of the Company for the time being, subject always to the approvals of the relevant regulatory authorities. Resolution 7 8. PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 1965 ( Act ), provisions in the Company s Memorandum and Articles of Association, the Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fi t and expedient in the interest of the Company PROVIDED THAT:- (1) the aggregate number of shares purchased does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase; (2) the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profi t and share premium account of the Company. As at the fi nancial year ended 31 December 2010, the audited retained profi t and share premium of the Company stood at RM12,528,661 and RM102,350 respectively; (3) The renewal of authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:- 111

114 NOTICE OF FOURTEENTH ANNUAL GENERAL MEETING (Cont d) (a) (b) (c) at the conclusion of the next AGM of the Company following the general meeting in which the authorization is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or the expiration of the period within which the next AGM of the Company is required by law to be held; or revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting. whichever occurs fi rst; AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:- (a) (b) (c) (d) to cancel the ordinary shares so purchased; or to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancelled; or to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; and in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force. AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps as they may deem necessary or expedient in order to implement, fi nalise and give full effect to the aforesaid share buy-back with full powers to assent to any conditions, modifi cations, variations, and/ or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fi t and expedient in the best interest of the Company. Resolution 8 9. To transact any other business of which due notice shall be given in accordance with the Articles of Association of the Company and the Companies Act, NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT NOTICE IS HEREBY GIVEN, that a fi rst and fi nal gross dividend of 5 sen per share less 25% tax in respect of the fi nancial year ended 31 December 2010 will be paid on 14 July 2011 to shareholders whose names appear on the Company s Register of Depositors on 30 June A Depositor shall qualify for entitlement to the dividend only in respect:- (a) (b) Shares transferred into the Depositor s Securities Account before 4.00pm on 30 June 2011 in respect of ordinary transfers; and 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 ABDUL AZIZ MOHAMED (LS ) Secretary Selangor Darul Ehsan 7th June

115 NOTICE OF FOURTEENTH ANNUAL GENERAL MEETING (Cont d) Notes: 1. A proxy may but need not be a member of the Company and the provision of section 149 (1) (b) of the Act shall not apply to the Company. 2. To be valid the proxy form duly completed must be deposited at the registered offi ce of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof. 3. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting. 4. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting. 5. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifi es the proportions of his holdings to be represented by each proxy. 6. Where a member is an authorised nominee as defi ned under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 7. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney. NOTES ON THE SPECIAL BUSINESS For resolutions 7 & 8 Please refer to the Explanatory Note to the Notice of Meeting in the Annual Report and the Share Buy-Back Statement dated 7 June

116 Statement Accompanying Notice of Annual General Meeting 1. Directors who are standing for re-election at the 14th Annual General Meeting of TRC Synergy Berhad are En Noor Zilan bin Mohamed Noor and En Abdul Rahman bin Ali. 2. Details of Board of Directors Meeting: Four (4) Board Meetings were held during the fi nancial year ended 31 December 2010, details of which are set out in the Statement on Corporate Governance. 3. Particulars of Directors standing for re-election at the 14th Annual General Meeting of TRC Synergy Berhad:- Name Noor Zilan bin Mohamed Noor Age 51 Nationality Malaysian Position in the Company Independent, Non-Executive Director Working experience/qualifi cation/occupation Noor Zilan bin Mohamed Noor graduated from ITM in 1983 with a Diploma in Law and City of London Polytechnics with LLB (Hons) majoring in Business Law in He is now a Senior Partner with an established law fi rm in Kuala Lumpur specializing in the area of Corporate Law, Banking, Building and Construction Law apart from civil & criminal litigation. For details, please refer to his profi le on page 10 of the Annual Report. Other directorship of public companies Nil Securities holdings in the Company and its subsidiaries as Nil at 29 April 2011 Family relationship with any director and/or substantial Nil shareholder of the Company. Any confl ict of interest with the Company Nil List of convictions for offences (other than traffi c offences) Nil within the past 10 years Name Abdul Rahman bin Ali Age 54 Nationality Malaysian Position in the Company Independent, Non-Executive Director Working experience/qualifi cation/occupation Abdul Rahman Ali is a graduate of University of Malaya in 1982 with a Degree in Accounting. He is currently a Chartered Accountant of the Malaysian Institute of Accountants. In 1994, he set up his own accounting fi rm by the name A. Rahman & Associates and later became a partner of Omar Arif, A.Rahman & Associates in For details, please refer to his profi le on page 10 of the Annual Report. Other directorship of public companies Nil Securities holdings in the Company and its subsidiaries as Nil at 29 April 2011 Family relationship with any director and/or substantial Nil shareholder of the Company. Any confl ict of interest with the Company Nil List of convictions for offences (other than traffi c offences) Nil within the past 10 years 114

117 No. of Ordinary Shares held Incorporated in Malaysia PROXY FORM I/We, of being a member/members of the above-named Company, hereby appoint of of or failing whom, as my/our proxy to vote for me/us and on my/our behalf at the Fourteenth Annual General Meeting of the Company, to be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, Ampang, Selangor on Wednesday, 29 June 2011 at a.m and at every adjournment thereof. I/We direct my/our proxy to vote for or against the resolutions to be tabled at the Fourteenth Annual General Meeting as hereunder indicated. RESOLUTIONS FOR AGAINST ORDINARY RESOLUTION 1 Receive and adopt the Audited Financial Statements for the year ended 31 December 2010 ORDINARY Payment of fi rst and fi nal dividend for the year ended 31 December 2010 RESOLUTION 2 ORDINARY payment of Directors Fees RESOLUTION 3 ORDINARY re-election of Noor Zilan bin Mohamed Noor as Director of the Company RESOLUTION 4 ORDINARY re-election of Abdul Rahman bin Ali as Director of the Company RESOLUTION 5 ORDINARY RESOLUTION 6 Appointment of Messrs AljeffriDean as the Auditors of the Company and to authorise the Directors to fi x their remuneration ORDINARY Authority to Issue Shares RESOLUTION 7 ORDINARY Renewal of authority for the Company to purchase its own shares RESOLUTION 8 (Please indicate with an X in the space provided how you wish your vote to be cast on the resolution specifi ed in the Notice of the Fourteenth Annual General Meeting. If this form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain from voting at his/her discretion.).. Dated this day of June Signature(s)/Common Seal of Member Notes: 1. A proxy may but need not be a member of the Company and the provision of section 149 (1) (b) of the Act shall not apply to the Company. 2. To be valid the proxy form duly completed must be deposited at the registered offi ce of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof. 3. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting. 4. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting. 5. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifi es the proportions of his holdings to be represented by each proxy. 6. Where a member is an authorised nominee as defi ned under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 7. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.

118 Please fold here postage The Company Secretary TRC SYNERGY BERHAD ( D) TRC Business Centre Jalan Andaman Utama Ampang Selangor Please fold here

119