TRC SYNERGY BERHAD ( D)

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1 TRC SYNERGY BERHAD ( D)

On 8 January 1997, the company changed its status from a private limited company to a public company and

TRCS was listed on the Main Board of the Kuala Lumpur Stock Exchange on 6 August 2002 where it offered

One of the development projects in Kuala Pilah, Negeri Sembilan.

companies and associated company are relating to general contracting works.

servicing of vehicles and construction equipment, manufacturing and dealing in concrete products, property

Discussion at site office, Gua Musang, Kelantan East Malaysia Hospital, Keningau, Sabah.

2 1 CORPORATE PROFILE The company was incorporated as a private limited company in Malaysia under the Companies Act, 1965 on 11 December 1996 under the name TRC Synergy Sdn Bhd. On 8 January 1997, the company changed its status from a private limited company to a public company and assumed the name TRC Synergy Berhad (TRCS). TRCS was listed on the Main Board of the Kuala Lumpur Stock Exchange on 6 August 2002 where it offered Public Issue and Offer For Sale of 16,000,000 and 3,500,000 ordinary shares respectively. One of the development projects in Kuala Pilah, Negeri Sembilan. TRCS is principally an investment holding company while the principal activities of its subsidiary companies and associated company are relating to general contracting works. This includes building and infrastructure construction, turnkey design and build contracts, hiring and servicing of vehicles and construction equipment, manufacturing and dealing in concrete products, property development and project management services. Discussion at site office, Gua Musang, Kelantan East Malaysia Hospital, Keningau, Sabah. The TRCS group of companies employs over 800 personnels of which more than 15% are in the subprofessional and professional group. It not only has the ability to undertake common projects like roads and building construction but also specialized mega projects like airports, railway trackworks, stadium, hospitals and large property development ventures. Construction of road from Pos Blau to Kg. Kuala Betis, Gua Musang, Kelantan. The company s motto As one with the nation sums up the company s aspiration to progress in tandem with the nation s vision. Maktab Perguruan Tun Abdul Razak Sarawak

3 NOTICE OF SIXTH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Sixth Annual General Meeting of the Company will be held at Damai Utama Function Hall, Kelab Century Paradise, Jalan Melawati 3, Taman Melawati, Ulu Klang, Selangor on Wednesday, 18 June 2003 at a.m. for the purpose of transacting the following businesses:- 2 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 Resolution 1 2. To approve the payment of a first and final tax-exempt dividend of 2.5 sen per share for the year ended 31 December Resolution 2 3. To approve the payment of Directors Remuneration in respect of the year ended 31 December Resolution 3 4. To re-elect Dato Hj Sufri bin Hj Mohd Zin who shall retire as Director of the Company pursuant to Articles 84 of the Company s Articles of Association. Resolution 4 5. To re-appoint Messrs Kumpulan Naga as the Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and to authorize the Directors to fix their remuneration. Resolution 5 SPECIAL BUSINESS To consider and if thought fit, to pass the following resolution, with or without modification as Ordinary Resolution:- 6. AUTHORITY FOR ALLOTMENT OF SHARES THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the Kuala Lumpur Stock Exchange and other relevant governmental/regulatory authorities, where such approvals are necessary, the Directors be and are hereby empowered, pursuant to section 132D of the Companies Act, 1965, to issue shares in the Company from time to time at such price, upon such terms and conditions, for such purposes and to such person whomsoever as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Director be also empowered to obtain the approval for the listing and the quotation of the additional shares so issued on the Kuala Lumpur Stock Exchange and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting. Resolution 6 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 ALSO GIVEN, that a first and final tax-exempt dividend of 2.5 sen per share for the year ended 31 December 2002, if approved by the shareholders at the forthcoming Sixth Annual General Meeting will be paid on 30 July The entitlement date shall be fixed on 3 July 2003 and a Depositor shall qualify for entitlement only in respect of:- a) Shares transferred into the Depositor s Securities Account before 4.00 p.m. on 3 July 2003 in respect of ordinary transfers; and b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala Lumpur Stock Exchange. BY ORDER OF THE BOARD ABDUL AZIZ MOHAMED (LS ) TANG SWEE GUAN (MIA No. 5393) Company Secretaries Selangor Darul Ehsan 23 May 2003 Notes: 1. A proxy may but need not be a member of the Company and the previous 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 office of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof. 3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meetings. 4. Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 5. Where a member is an authorized nominee as defined under the Central Depositories Act, it may appoint at least one proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 6. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney. EXPLANATORY NOTES TO THE SPECIAL BUSINESS Ordinary Resolution No. 6 Authority for allotment of shares Ordinary Resolution proposed under item 6, if passed, will give power to the Directors of the Company to issue shares up to a maximum 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interest of the Company. This would avoid any delay and cost involved in convening general meeting to specifically approve such an issue of shares. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

4 3 STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 1. Director who is standing for re-election at the 6th Annual General Meeting of TRC Synergy Berhad:- i) Dato Hj Sufri bin Hj Mohd Zin 2. Details of Board of Directors Meeting: Four (4) Board Meetings were held during the financial year ended 31 December 2002, details of which are set out in the Statement on Corporate Governance. 3. Particulars of Director standing for re-election at the 6th Annual General Meeting of TRC Synergy Berhad:- Name Dato Hj Sufri bin Hj Mohd Zin Age 46 Nationality Malaysian Position in the Company Working experience/ Qualification/Occupation Other directorship of public companies Securities holdings in the Company and its subsidiaries as at 28 April 2003 Family relationship with any director and/or substantial shareholder of the Company. Any conflict of interest with the Company List of convictions for offences (other than traffic offences) within the past 10 years Executive Chairman/Managing Director Dato Hj Sufri is a graduate of Insititute Teknologi MARA with a Diploma in Business Studies. He started his career as a banker with Bank Bumiputera Malaysia Berhad in 1982 before participating in the building and construction industry in 1984 by incorporating Trans Resources Corporation Sdn Bhd, presently a wholly-owned subsidiary of TRC Synergy Berhad. For details, please refer to his profile on page 7 of the Annual Report. Nil 10,575,000 (15.11%) Direct and 32,400,000 (46.29%) Indirect shares in the Company. Nil None except that he is a substantial shareholder of Andaman Budi Sdn. Bhd. which is an associated company of Trans Resources Corporation Sdn. Bhd., a wholly owned subsidiary of the Company. Nil

CORPORATE INFORMATION 4 Board of Directors Dato Hj Sufri bin Hj Mohd Zin (Executive Chairman/Managing Director) Abdul Aziz bin Mohamad (Executive Director) Rahman bin Ali (Independent Non-Executive

5 CORPORATE INFORMATION 4 Board of Directors Dato Hj Sufri bin Hj Mohd Zin (Executive Chairman/Managing Director) Abdul Aziz bin Mohamad (Executive Director) Rahman bin Ali (Independent Non-Executive Director) Noor Zilan bin Mohamed Noor (Independent Non-Executive Director) Noor Asiah bte Dato Mahmood (Independent Non-Executive Director) (Resigned on 24 February 2003) Company Secretaries Abdul Aziz bin Mohamed (LS ) Tang Swee Guan (MIA No. 5393) Registered Office / Principal Place of Business Wisma TRC, No. 217 & 218, Jalan Negara 2, Taman Melawati, Ulu Klang, Selangor. Tel No. : / Fax No : trc@tm.net.my Branch Office Lot 3626, Block 16, KCLD, Taman Timberland, Lorong Rock 2, Kuching, Sarawak Tel No. : Fax No. : Website Auditors Messrs Kumpulan Naga 25 Jalan Thamby Abdullah Satu, Off Jalan Tun Sambanthan, Kuala Lumpur Share Registrar Malaysian Share Registration Services Sdn. Bhd. 7th Floor, Exchange Square, Bukit Kewangan Kuala Lumpur Tel No. : Fax No : Principal Bankers EON Bank Berhad Malayan Banking Berhad Arab-Malaysian Merchant Bank Berhad Affin Bank Berhad Solicitors Messrs Noorzilan & Partners Messrs C.C. Choo & Co. Stock Exchange Listing Kuala Lumpur Stock Exchange (Main Board) (Stock No. : 5054)

6 5 FINANCIAL HIGHLIGHTS AS AT 31 DECEMBER 2002 Balance Sheet (Group) In RM 000 Property, plant and equipment 56,421 Other non-current assets 399 Currents assets 231,716 Total tangible assets 288,536 Issued and paid up capital Share capital 70,000 Reserve 42,658 Shareholders fund 112,658 Net tangible assets per share (RM) 1.61 Ratios and statistic Turnover 303,225 Net profit for the year 17,786 In sen Earnings per share In % of turnover Operating profit 11 In RM 000 No. of ordinary shares 70,000 In times Gearing ratio (net) 0.71 Current ratio 1.40 FINANCIAL CALENDAR Financial year end 31 December 2002 Admission to the Main Board of the KLSE 6 August 2002 Announcement of results 2nd quarter results ended 30 June August rd quarter results ended 30 September November th quarter results ended 31 December February 2003 Audited Financial Statements for the financial year ended 31 December April 2003 Published Annual Report 23 May 2003 Annual General Meeting 18 June 2003

CORPORATE DIARY 6 21 February 2 0 0 3 29 March 13 May 24 June REVENUE 2 0 0 2 Appointment ( R M M i l l i o n ) of YBhg. Dato Hj Sufri Bin Hj Mohd Zin and En.

Noor Zilan Bin Mohamed Noor DIVIDEND and En. Rahman Bin Ali as Directors of PER the Company.

Noor Asiah Binti Mahmood as Director of the Company and also as Chairman of the Audit Committee. 12,000 ii) Appointment of En. Noor Zilan Bin Mohamed Noor as Chairman of Audit Committee.

The ( R M ) ceremony on ISO 9001:2000 certificate presentation to Trans Resources Corporation Sdn Bhd, a wholly-owned subsidiary of the Company was held at Nikko Hotel, Kuala Lumpur.

7 CORPORATE DIARY 6 21 February March 13 May 24 June REVENUE Appointment ( R M M i l l i o n ) of YBhg. Dato Hj Sufri Bin Hj Mohd Zin and En. Abdul Aziz Bin Mohamad SHAREHOLDERS as Managing Director and Executive FUNDS Director respectively. ( R M M i l l i o n ) EARNINGS PER SHARE Appointment ( S e n ) of Puan Noor Asiah Binti Mahmood, En. Noor Zilan Bin Mohamed Noor DIVIDEND and En. Rahman Bin Ali as Directors of PER the Company. SHARE ( S e n ) NET TANGIBLE 24 February 28 February Submission of Semi-Annual Returns as at 31 December ,000 to the KLSE. 12,000 i) Resignation of Pn. Noor Asiah Binti Mahmood as Director of the Company and also as Chairman of the Audit Committee. 12,000 ii) Appointment of En. Noor Zilan Bin Mohamed Noor as Chairman of Audit Committee. 12,000 Announcement of the 4th 12,000 quarterly unaudited financial result for the year ended 31 December The ( R M ) ceremony on ISO 9001:2000 certificate presentation to Trans Resources Corporation Sdn Bhd, a wholly-owned subsidiary of the Company was held at Nikko Hotel, Kuala Lumpur. 6 June The signing of the Underwriting Agreement in conjunction with the listing of the Company on the Main Board of the KLSE was held at Renaissance Hotel, Kuala Lumpur. Executive Chairman delivering his speech during ISO 9001:2000 certificate presentation. 18 July The Public Balloting Ceremony in relation to the listing of the Company on the Main Board of the KLSE was held at MIDF Consultancy and Corporate Services Sdn. Bhd. office premises. 1 August Announcement of the 2nd quarterly unaudited financial result for the period ended 30 June Gong hitting during Listing Ceremony 6 August Listing of the Company on the Main Board of the KLSE. 22 November Announcement of the 3rd quarterly unaudited financial result for the period ended 30 September The signing of the Underwriting Agreement, 6 June 2002

He is also currently the Managing Director of the TRC Group of Companies. He graduated from Institute of Teknologi MARA ( ITM )in 1982 with a Diploma in Business Studies.

YBhg Dato Hj Sufri is a member of the Audit Committee. During the Financial year ended 31 December 2002, he attended all of the four (4) Board Meetings.

8 7 BOARD OF DIRECTORS PROFILE Dato Hj Sufri Bin Hj Mohd Zin (Executive Chairman/ Managing Director) Dato Hj Sufri Bin Hj Mohd Zin, Malaysian, aged 46, was appointed as the Managing Director of TRC Synergy Berhad ( TRC or the Company ) on 29 March 2002 and subsequently redesignated as Executive Chairman / Managing Director on 13 May He is also currently the Managing Director of the TRC Group of Companies. He graduated from Institute of Teknologi MARA ( ITM )in 1982 with a Diploma in Business Studies. He started his career as a banker with Bank Bumiputera Malaysia Bhd in His inherent perseverance and unique business acumen led him into the building and construction industry in YBhg Dato Hj Sufri is a member of the Audit Committee. During the Financial year ended 31 December 2002, he attended all of the four (4) Board Meetings. He does not have any personal interest in any business arrangement involving the Company, except that he is a substantial shareholder of Andaman Budi Sdn Bhd which is an associated company of Trans Resources Corporation Sdn. Bhd., a wholly owned subsidiary of the Company. Encik Abdul Aziz Bin Mohamad (Executive Director) Encik Abdul Aziz Bin Mohamad, Malaysian, aged 44, was appointed as an Executive Director of the Company on 29 March He joined TRC Group as a Senior Contract Executive in 1994 and was later promoted to Deputy General Manager (Contracts) in He 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 He later joined Jabatan Kerja Raya (JKR) Kuala Lumpur in 1983 as a Quantity Surveyor where he administered the contractual aspects of projects. En. Aziz attended all of the four (4) Board Meetings held during the financial year ended 31 December He does not have any personal interest in any business arrangement involving the Company, except that he is a shareholder of Andaman Budi Sdn. Bhd. which is an associated company of Trans Resources Corporation Sdn. Bhd., a wholly owned subsidiary of the Company.

8 En. Rahman Bin Ali (Independent, Non Executive Director) En. Rahman Bin Ali, Malaysian, aged 46, was appointed as a Director of the Company on 13 May 2002.

He started his career as a credit officer with Bank Bumiputera Malaysia Berhad in 1982.

and Co. in 1990. In 1994, he set up his own accounting firm by the name A. Rahman & Associates and later became a partner of Omar Arif, A.Rahman & Associates in 1996. En.

9 8 En. Rahman Bin Ali (Independent, Non Executive Director) En. Rahman Bin Ali, Malaysian, aged 46, 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 Omar Arif, A.Rahman & Associates in En. Rahman is a member of the Audit Committee, Nomination Committee and Remuneration Committee. He attended all the four (4) Board Meeting held during the financial year ended 31 December Encik Noor Zilan Bin Mohamed Noor (Independent, Non Executive Director) Encik Noor Zilan Bin Mohamed Noor, Malaysian, aged 43, 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. En. Noor Zilan is the Chairman to the Audit Committee, Nomination Committee and Remuneration Committee. He attended all of the four (4) Board Meeting held during the financial year ended 31 December Note:- Save as disclosed above, 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.

TRC Synergy Berhad ( D) Annual Report 2002

TRC Synergy Berhad ( D) Annual Report 2002 TRC Synergy Berhad (413192-D) Wisma TRC, 217 & 218, Jalan Negara 2, Taman Melawati, 53100 Ulu Klang, Selangor Darul Ehsan. Tel: 603-4108 0105 (12 lines) Fax: 603-4108 0104, 4105 8268 Website: www.trc.com.my