bintai kinden corporation berhad celebrating 40 years bintai kinden corporation berhad (29080p) 2...

BINTAI KINDENCORPORATIONBERHAD (290870-P)

Celebrating

of Engineering Achievement1973-2013

40 Years

Annual ReportAnnual Report20132013

Shah AlamNo. 90, Jalan Kapar 27/89Seksyen 27, Taman Alam Megah40400 Shah AlamSelangor Darul EhsanTel No : +603 5191 5505Fax No : +603 5191 5458

Penang17, 1st FloorJalan Perai Jaya 4Bandar Perai Jaya13700 PeraiPulau PinangTel No : +604 390 9220/3220Fax No : +604 397 9220

Johor BahruNo. 48-02Jalan Molek 2/3Taman Molek81100 Johor BahruJohor Darul TakzimTel/Fax : +607 361 0379

Kota KinabaluLot No. 17-1, 1st FloorBlock B, Riverside PlazaKingfisher Phase 288450 Kota KinabaluSabahTel No : +6088 439 592/596Fax No : +6088 422 060

KuchingLot 8.04, 8th FloorWisma SaberkasJalan Tun Abang Haji Openg93000 KuchingSarawakTel No : +6082 410 895Fax No : +6082 420 398

B R A N C H O F F I C E S

We aim to provide total satisfaction to customers through high quality workmanship and services by consistently applying the highest level of technological know-how, quality management and management standards.

In essence, our aim is to consistently live up to our guarantee on responsibility for safety and quality of projects delivered.

In pursuit of our aim, we will strive to inculcate among our staff a progressive, trustworthy, honest and positive attitude. At the same time provide them the best possible workplace with an excellent, safe and pleasant environment that makes work enjoyable and rewarding.

2 Corporate Information 24 Statement on Risk Management and Internal Control

3 Group Structure 26 Additional Compliance Information

4 Group Financial Highlights 27 Financial Statements

5 Chairman’s Statement 121 List of Properties

8 Profile of Directors 122 Analysis of Shareholdings

13 Corporate Governance Statement 125 Notice of Annual General Meeting

20 Audit Committee Report Proxy Form

Jetty Maintenance, Kerteh, Terengganu

OUR

VISION

BINTAI KINDEN CORPORATION BERHAD (290870-P)2

CORPORATE INFORMATION AS AT 15 AUGUST 2013

AUDITORSUHY (AF 1411)Chartered AccountantsSuite 11.05, Level 11The Gardens South TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurTel : +603 2279 3088Fax : +603 2279 3099

REGISTERED OFFICENo. 430, Jalan Ipoh51200 Kuala LumpurTel : +603 4042 6233Fax : +603 4042 1221

REGISTRARTricor Investor Services Sdn Bhd (118401-V)Level 17, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurTel : +603 2264 3883Fax : +603 2282 1886

BANKERSAffin Bank BerhadAmBank (M) BerhadAmInvestment Services BerhadBangkok Bank BerhadBank Muamalat Malaysia BerhadBank of Tokyo Mitsubishi UFJ (Malaysia) BerhadCIMB Bank Berhad Hong Leong Bank BerhadHSBC Bank Malaysia BerhadMalayan Banking BerhadOCBC Al-Amin Bank BerhadPublic Bank BerhadRHB Bank BerhadThe Bank of East Asia, Limited

STOCK EXCHANGE LISTINGMain Market of Bursa Malaysia Securities BerhadStock Name: BINTAIStock Code: 6998

WEBSITEwww.bintai.com.my

BOARD OF DIRECTORS

YBhg Tan Sri Dato’ Kamaruzzaman Bin Shariff(Independent Non-Executive Chairman)

Mr Ong Puay Koon(Executive Vice Chairman)

Mr Ong Choon Lui(Group Managing Director / Chief Executive Officer)

Mr Yen Yew Wing @ Yen Yew Ming(Non-Independent Executive Director)

Dato’ Zakri Afandi Bin Ismail(Independent Non-Executive Director)

Dato’ Ang Liang Kim(Non-Independent Non-Executive Director)

Mr Toru Tanimoto(Non-Independent Non-Executive Director)

Encik Johari Bin Mohd Akhir(Independent Non-Executive Director)

Mr Sherman Lam Yuen Suen(Independent Non-Executive Director)

Mr Tokumoto Masashi(Alternate Director to Mr Toru Tanimoto)

AUDIT COMMITTEEDato’ Zakri Afandi Bin Ismail (Chairman)Tan Sri Dato’ Kamaruzzaman Bin ShariffJohari Bin Mohd AkhirSherman Lam Yuen Suen

NOMINATION COMMITTEETan Sri Dato’ Kamaruzzaman Bin Shariff (Chairman)Sherman Lam Yuen SuenJohari Bin Mohd Akhir

REMUNERATION COMMITTEETan Sri Dato’ Kamaruzzaman Bin Shariff (Chairman)Ong Choon LuiJohari Bin Mohd Akhir

COMPANY SECRETARYNg Lai Yee (MAICSA 7031768)

GROUP STRUCTURE AS AT 15 AUGUST 2013

Annual Report 20133

100%(Malaysia)

49%(Dubai)

100%(Malaysia)

KEJURUTERAAN BINTAI KINDENKO SDN BHD

BINTAI FACILITIES MANAGEMENT SDN BHD

KBK DUBAICONTRACTING LLC

100%(Vietnam)

100%(Singapore)

100%(Singapore)

30%(Indonesia)

100%(Singapore)

100%(Singapore)

BINTAI KINDENKO (VIETNAM) CO. LTD

BINTAI KINDENKOINDONESIA HOLDINGS PTE LTD

PT BINTAI KINDENKOENGINEERING INDONESIA

BINTAI KINDENKO ENERGY PTE LTD

(Formerly known as Bintai Consider Energy Pte Ltd)

BINTAI KINDENKO PROPERTY PTE LTD

BINTAI KINDENKO PROPERTY INVESTMENT PTE LTD

69.82%(Singapore)

BINTAI KINDENKO PTE LTD

100%(Malaysia)

100%(Malaysia)

100%(Malaysia)

100%(Malaysia)

BINTAI PROPERTY DEVELOPMENT SDN BHD

BINTAI COTRADE PETROLEUM ENGINEERING SDN BHD

BINTAI INTEGRATED ENGINEERING & CONSTRUCTION

SDN BHD

BINTAI TRADING SDN BHD(Formerly known as

Bintai Property Sdn Bhd)

BINTAI ASSETHOLDINGS SDN BHD

100%(Malaysia)

BINTAI KINDEN CORPORATION BERHAD

(290870-P)


Financial year ended 31 March 2009 2010 2011 2012 2013 RM million RM million RM million RM million RM million

Revenue 187.2 376.4 380.1 367.8 355.3

Profit/(loss) before tax 5.6 7.9 23.3 5.4 6.9

Profit/(loss) attributable to owners of the parent 4.1 0.4 9.6 (9.5) (0.8)

Basic Earnings/(loss) per share (sen) 4.03 0.36 9.43 (9.31) (0.80)

Total Assets 508.1 422.1 445.9 369.5 395.1

Total Equity 65.6 70.4 80.3 77.2 74.0

187.2

508.1

5.6

4.03

376.4

422.1 395.1

7.9

0.36

380.1

369.5

23.3

9.43

367.8

445.9

5.4

355.3

6.9

-0.80

-9.31

‘09 ‘10 ‘11 ‘12 ‘13

‘09 ‘10 ‘11 ‘12 ‘13

‘09 ‘10 ‘11 ‘12 ‘13

RM Million

RM Million

RM Million

RM Million

100

100

5

1

200

200

10

3

300

300

15

5

400

400

20

7

500

500

25

9

Revenue (RM million)

Total Assets (RM million)

Profit/(Loss) Before Tax (RM million)

Basic Earnings/(Loss) Per Share (Sen)

GROUP FINANCIAL HIGHLIGHTS

‘09 ‘10 ‘11 ‘12 ‘13

Annual Report 20135

On behalf of the Board of Directors, I am pleased to present to you the Annual Report and Audited Financial Statements of Bintai Kinden Corporation Berhad (“Company” or “Bintai”) and its subsidiary companies (collectively referred to as “Bintai Group”) for the financial year ended 31 March 2013 (“FYE 2013”).

Dear Shareholders

YBHG TAN SRI DATO’ KAMARUZZAMAN BIN SHARIFF

Chairman

Industry Overview

Based on the Annual Productivity Report 2012/2013, the Malaysian economy is anticipated to achieve a productivity growth of 3% to 4% in 2013, supported by current performance of the economic sectors. In 2013, the construction sector is expected to record a productivity growth of 13% with an output growth of 15%. The anticipated growth is supported by construction growth in the sub-sectors such as oil and gas, transport and utilities. Construction sector comprises two major sub-sectors, namely the general construction activities (residential and non-residential buildings and civil engineering) and specialised construction activities (electrical works, plumbing, glass and metal works, air-conditioning, painting, carpentry and tiling). Although the output of the construction sector is expected to expand significantly by 15.9% in 2013, the challenges that could hinder the projected growth include global political/economic risk, Government regulation, operational excellence, innovation and customer relationship. Bintai Group remains focus on its mechanical and electrical (“M&E”) engineering services in tandem with the anticipated growth of the construction sector despite the potential challenges.

CHAIRMAN’S STATEMENT


Corporate Profile of Bintai Group

Year 2013 marks a commemorative year as Bintai celebrates its 40 years of engineering achievement. The founder of Bintai had embarked in M&E engineering services way back in the early 70s in the year of 1973 prior to the inception of Kejuruteraan Bintai Kindenko Sdn Bhd (“KBK”) in 1982. KBK has lead a continuous journey of the M&E engineering services of Bintai group and progressed to the next level of success with the subsequent listing of Bintai Kinden Corporation Berhad in year 1998. Bintai had continuously subscribed for more subsidiaries including Bintai Kindenko Pte Ltd, a private limited company incorporated in Singapore, which enabled Bintai Group to venture its M&E business into the overseas market namely Singapore, Vietnam and Indonesia todate. Despite the core business in M&E engineering services, other activities of Bintai Group include construction, turnkey, civil and structural, property investment and development as well as infrastructure in nature. Details of the principal activities of each subsidiary of Bintai are explained under Note 5 of the Notes to the Financial Statements on pages 70 and 71 of this Annual Report.

Overview of Business and Operational Review

FYE 2013 was a competitive year for Bintai Group driven by challenges and competition of the M&E engineering services of the similar nature in the industry. Despite the challenges, Bintai Group was able to sustain its revenue for FYE 2013 which was not too far below from the revenue achieved in the preceding financial year by a slight differential ratio of 3.3%. This was due to the confidence and trustworthiness that customers have towards Bintai Group through proven reliability, creditability and good historical track record of the M&E engineering services rendered to various construction development.

As of to date, KBK had been awarded several M&E projects (under the unincorporated joint venture with Kinden Corporation) to undertake electrical works in Johor and Construction & Completion of the Central Monitoring System for Panasonic Energy Malaysia Sdn Bhd in Kulim, Kedah. KBK has also been awarded several valuable projects, which amongst others are the MRT Depot in Sungai Buloh and Pacific Paradise, Kota Kinabalu in Sabah. Meanwhile, Bintai Cotrade Petroleum Engineering Sdn Bhd, a subsidiary of Bintai, had been awarded several projects from Petronas such as Petronas Jetty Maintenance at Kertih Port in Terengganu, as well as Engineering, Procurement Construction and Commission of Main Engineering Office at Petronas LNG Complex in Bintulu, Sarawak. In addition, KBK is still progressing with some maintenance works for projects which are currently under the defect liability period namely the NEG and KLCC projects. The final phase of the housing development in Sentul Perdana has just commenced and is expected to be completed in year 2015.

On the overseas front, BKPL had successfully secured a few major projects in Singapore namely the Downtown Line Stage 3 Contracts (through the unincorporated joint venture with Samsung), Suntec City, West Gate, Cable Tunnel and GMR Energy Project. BKPL also managed to secure the M&E project for the Plaza Cikampek in Indonesia. The project undertaken at the Indochina Plaza in Hanoi, Vietnam had been fully completed during the financial year under review.

Both KBK and BKPL remained as the major contributors to the revenue of Bintai Group in M&E Engineering Services which so far, have rendered Bintai a reputable status in the industry, proven by the recent ‘Promising Singapore 1000 Corporation Award 2013 granted by the Ministry of Trade and Industry of Singapore to BKPL.

Bedok Mixed Development, Singapore

Project Synergy Suntec City, Singapore


Annual Report 20137

Financial Review

During the financial year ended 31 March 2013, Bintai Group achieved a revenue of RM355.34 million, which was slightly lower by 3.3% as compared to the preceding financial year of RM367.76 million. The decreased in the year-to-date revenue was due to the overall lesser revenue generated across Bintai Group.

Despite lower revenue recorded for FYE 2013, profit before tax has increased to RM6.9 million as compared to the preceding financial year of RM5.4 million as a result of lower impairment loss on receivables of RM7.8 million against RM38.9 million a year ago. However, profit before tax achieved was below the key performance indicators budgeted for the Group in view that several of the existing projects have just commenced and hence, profits will only be realised upon completion of those projects in due course.

Total assets of Bintai Group for FYE 2013 stood at RM395.1 million, which has slight improvement from RM369.5 million in prior financial year. Net assets were recorded at RM0.61 which is almost similar to the preceding year of RM0.60.

Dividend

The Board of Directors does not recommend any payment of dividend for the financial year ended 31 March 2013.

Future Outlook

Bintai Group continues to seek new markets and business opportunities with strategic alliance or key partners (if necessary) towards building a healthier project pipeline that are synergistic to our core competencies. In tandem with the Government’s move on the proposed Economic Transformation Programme and under the intense competition of the construction industry, nevertheless, Bintai

will continue its efforts to tap onto the relevant construction and infrastructure projects under the aforesaid programme.

The Board is mindful of the current global uncertainties surrounding the Eurozone debt crisis and the debts issue in the USA. However, with the strong domestic demand in Malaysia coupled with low interest rate environment, the local economic of scales will expand moderately in the foreseeable short to medium term.

We shall remain proactive in seeking more new opportunities and maximising shareholders’ value by improving the quality of our internal system including cost control, training and human capital investment and thereby achieving a higher level of efficiency and a higher level of profit margin for Bintai Group.

Acknowlegdement

On behalf of the Board of Directors, I would like to extend my heartfelt gratitude to our shareholders, clients, suppliers, bankers, business associates and Government authorities for their continuous support, confidence and trust that they have in Bintai Group. My sincere appreciation also goes to the management and the employees of Bintai Group for their loyalty, commitment, dedication, passion and invaluable contribution rendered to Bintai Group. Their continuous sharing of ideas and information has led Bintai Group to be competitive and able to secure its current reputable position in the industry.

Last but not least, thank you to all my fellow Directors for their support, guidance and advice extended throughout the year. We will continue to strive towards achieving an improved financial performance in the future.

YBhg Tan SRi DaTo’ KaMaRuzzaMan Bin ShaRiFFChairman

15 August 2013

Raflessia Condominium, Bandar Baru Sentul, Kuala Lumpur

Main Engineering Office (MEO Project) at Petronas LNG Complex Bintulu, Sarawak.



TAN SRI DATO’ KAMARUZZAMAN BIN SHARIFFMalaysian, age 71Independent Non-Executive Director

ONG PUAY KOONMalaysian, age 69Executive Vice Chairman

YBhg Tan Sri Dato’ Kamaruzzaman Bin Shariff, a Malaysian, aged 71, was appointed to the Board on 24 May 2006. He is Chairman of the Board of Directors, Executive Committee, Remuneration Committee, Nomination Committee and Member of the Audit Committee of the Company.

YBhg Tan Sri Kamaruzzaman graduated from University of Malaya in 1964 with a Bachelor of Arts degree and obtained a Diploma of Public Administration from Carleton University, Canada in 1969. He also holds a Master in Public Administration from Syracuse University, USA in 1979.

YBhg Tan Sri Kamaruzzaman started his career with the Malaysian Civil Service where he serves for 38 years and held various senior positions in the Federal and State Government. In addition, he is also the Lord Mayor of Kuala Lumpur for six (6) conservative years from 1995 to 2001. Meanwhile, his other positions in the Government Department include Secretary General in the Ministry of Defence from 1992 to 1995, Deputy Director General of Public Services Department in 1992, Penang State Secretary from 1988 to 1992, Secretary of Cabinet Division in the Prime Minister’s Department from 1983 to 1987, Director of External Assistance and General Affairs of the Economic Planning Unit in the Prime Minister’s Department from 1980 to 1983 and several other senior positions in the Public Services Department from 1972 to 1980 as well as in the Ministry of Education from 1964 to 1972. He has vast experiences in administrative, strategic planning and management by virtue of his long services with the Malaysian Administrative and Diplomatic Services Department.

YBhg Tan Sri Kamaruzzaman sits on the Board of Kontena Nasional Berhad and several public companies listed on Bursa Malaysia Securities Berhad namely Ho Hup Construction Company Berhad, Emas Kiara Industries Berhad, as well as Lereno Bio-Chem Ltd, a public company listed on the Catalist Board of Singapore Exchange Securities Trading Limited.

Saved as disclosed, YBhg Tan Sri Kamaruzzaman does not have any directorship in other public companies nor any family relationship with any Director and/or major shareholders of the Company.

Mr. Ong Puay Koon, a Malaysian, aged 69, was appointed to the Board as Chief Executive Officer cum Managing Director on 21 October 1997. He was then re-designated as an Executive Vice Chairman on 26 November 2008. He is Vice Chairman of the Executive Committee of the Company.

Mr. Ong graduated with a Diploma in Electrical Engineering from the Singapore Polytechnic in 1965 and has subsequently become an Associate Member of the Institution of Incorporated Engineers, United Kingdom since 1978. Despite his extensive experiences in Electrical and Mechanical Engineering, Design and Construction, Mr Ong’s expertise also covers Project Management and Project Financing. Through his dedication and commitment, he managed to establish Bintai Kindenko (M) Sdn Bhd in 1973 and successfully led the business development team. In line with the Government’s goals in technology transfer in 1982, he, together with the late Tuan Syed Ahmad bin Abu Bakar and Kinden Corporation of Japan, had formed Kejuruteraan Bintai Kindenko Sdn Bhd, which subsequently led to the listing of the Company on the Main Board of Bursa Malaysia Securities Berhad in 1998.

Mr. Ong sits on the Board of Lereno Bio-Chem Ltd, a public company listed on the Catalist Board of Singapore Exchange Securities Trading Limited. He also sits on the Board of several other private limited companies in Malaysia.

Mr. Ong, a major shareholder of the Company is related to his son, Mr. Ong Choon Lui, who is also the current Group Managing Director/Chief Executive Officer of the Company.

Save as disclosed, Mr. Ong does not have any directorship in other public companies nor any family relationship with any other Director and/or major shareholders of the Company.

PROFILE OF DIRECTORS

Annual Report 20139

ONG CHOON LUISingaporean, age 41Group Managing Director/Chief Executive Officer

YEN YEW WING @ YEN YEW MINGMalaysian, age 60Non-Independent Executive Director

Mr. Ong Choon Lui, a Singaporean, aged 41, was appointed to the Board as a Non-Executive Director on 2 August 2000. He was re-designated to an Executive Director on 16 September 2003 and subsequently to a Deputy Managing Director/Deputy Chief Executive Officer on 26 November 2008. Currently, he is the Group Managing Director/Chief Executive Officer of the Company in which he has held the position since 1 June 2011. He is also Member of both the Executive Committee and Remuneration Committee of the Company.

Mr. Ong graduated with a Bachelor in Engineering (Honours Second Class Upper Division) from Nanyang Technological University, School of Electrical and Electronics Engineering, Singapore in 1997. He started his engineering profession as an Electrical Engineering with Bachtel International, Inc. in 1997. He had been involved in electrical contracting, design and research of electrical system for industrial chemical plants. He was with Kinden Corporation, Japan for a year before joining the Group.

Mr. Ong is a director of Lereno Bio-Chem Ltd, a public company listed on the Catalist Board of Singapore Exchange Securities Trading Limited. He also sits on the Board of several private limited companies within the Group as well as on other private companies in Malaysia. He is the son of Mr. Ong Puay Koon, the Executive Vice Chairman cum major shareholder of the Company. Save as disclosed, he does not have any directorship in other public companies nor has any family relationship with any other Director and/or major shareholders of the Company.

Mr. Yen Yew Wing @ Yen Yew Ming, a Malaysian, aged 60, was appointed to the Board on 1 June 2011. He is Member of the Executive Committee of the Company.

Mr. Yen started his career as a Project Engineer in an engineering company in 1979 before joining Bintai Kindenko Malaysia Sdn Bhd in 1982. During the Malaysia’s “Look East Policy”, he was actively involved in the design and electrical installation for some of these foreign investments. Mr. Yen has been with Bintai Group for more than three (3) decades and has joined the Board for two (2) years.

Currently, Mr. Yen is the President of Kejuruteraan Bintai Kindenko Sdn Bhd, a wholly-owned subsidiary of the Company, in charge of all the mechanical and electrical projects within the Group in Malaysia. He also sits on the Board of several subsidiary companies within the Group.

Mr. Yen does not have any directorship in other public companies nor has any family relationship with any Director and/or major shareholders of the Company.



DATO’ ANG LIANG KIMSingaporean, age 65Non-Independent Non-Executive Director

DATO’ ZAKRI AFANDI BIN ISMAIL Malaysian, age 46Independent Non-Executive Director

Dato’ Ang Liang Kim, a Singaporean, aged 65, was appointed to the Board as an Executive Director and Chief Operating Officer on 12 September 2000. In November 2006, he was re-designated as Deputy Managing Director and 2 years later, he was appointed as Non-Independent Non-Executive Director of the Company and relinquished his position as Deputy Managing Director.

Dato’ Ang holds a higher certificate and has an extensive working experiences of over 41 years in the field of Mechanical and Electrical Engineering. He started his career in 1972 as an Engineering Manager of Contium Engineering Pte Ltd and later he joined Canadian consulting firm as Project Superintendent. He held the position of a Senior Manager of Bintai Kindenko Pte Ltd from 1979 until 1988 and also appointed as an Associate Director of Bintai Kindenko (M) Sdn Bhd in 1988. Eight (8) years later in 1996, he joined Kejuruteraan Bintai Kindenko Sdn Bhd (“KBK”), a wholly owned subsidiary of BKCB, as President/Chief Executive Officer of KBK before relinquishing his position in January 2007.

He is currently a Director of KBK and also sits on the Board of several subsidiary and associate private companies within the Group.

Dato’ Ang does not have any directorship in other public companies nor any family relationship with any Director and/or major shareholders of the Company.

Dato’ Zakri Afandi Bin Ismail, a Malaysian, aged 46, was appointed to the Board on 31 May 2010. He is Chairman of the Audit Committee of the Company.

Dato’ Zakri graduated with a Bachelor’s Degree in Accountancy from Universiti Putra Malaysia. He is a qualified Chartered Accountant and a member of the Malaysian Institute of Accountants (MIA). He is also a member of Certified Practicing Accountants (CPA) Australia and a Certified Financial Planner. In 1991 to 1995 he was an Auditor with Price Waterhouse and also during that period, he was an accounting lecturer at the Universiti Teknologi Malaysia until 1996. Later, he joined the EPE Power Corporation Berhad and became the Head of Internal Audit Department until 1997. He then joined HBN Management Sdn Bhd until his resignation in 1999.

Currently, Dato’ Zakri sits on the Board of various private companies involved in the businesses of commercial explosives, maintenance of air traffic radar and aircraft, property development, urban services and plantation, contractor and fabricator for power, oil and gas, and general industry.

Dato’ Zakri does not have any directorship in other public companies nor any family relationship with any Director and/or major shareholders of the Company.


Annual Report 201311

TORU TANIMOTOJapanese, age 55Non-Independent Non-Executive Director

JOHARI BIN MOHD AKHIR Malaysian, age 62Independent Non-Executive Director

Mr. Toru Tanimoto, a Japanese, aged 55, was appointed to the Board on 22 May 2007.

Mr. Tanimoto graduated from Takasaki City University of Economics, Japan in March 1981. He started his career with Kinden Corporation (“Kinden”) in April 1981. During his tenure with Kinden, he had been involved in the Personnel and Accounting Department of Kinden Head Office in Osaka. He was an Assistant Manager of the Administration Department, International Division before he was promoted and held the position of Finance Director of PT Rakintam, Indonesia from September 1996 to April 2001. Meanwhile, in May 2001, he was appointed as Director of Nihon Libertec Co Ltd and was holding the position until July 2005. He was then appointed as an Assistant General Manager in the Finance Department of Kinden in July 2005. Currently, he is the General Manager of Administration Department, International Division of Kinden.

Save as disclosed, Mr. Tanimoto does not have any directorship in other public companies nor any family relationship with any Director and/or major shareholders of the Company.

Encik Johari Bin Mohd Akhir, a Malaysian, aged 62, was appointed to the Board on 31 May 2010. He is Member of the Audit Committee, Nomination Committee and Remuneration Committee of the Company. Encik Johari graduated with a Bachelor’s Degree in Economics (Hons.) majoring in Accounting from University Malaya. He is a qualified Chartered Accountant and a member of the Malaysian Institute of Accountants.

En Johari started his career as a Senior Audit Assistant with Hanafiah Raslan & Mohamad, an associate of Touche Ross International from 1975 to May 1978. He then joined Esso Production Malaysia Inc. as its Internal Control Supervisor, Contracts Section before his resignation in April 1980. Subsequently, he became the Finance and Administration Manager of Amanah Saham Mara, a subsidiary of Komplek Kewangan Malaysia Berhad until March 1986 where he was appointed as Assistant General Manager of Arastu Sdn Bhd, also a subsidiary of Komplek Kewangan Malaysia Berhad, involved in consumer financing business. After serving the company for 13 years and was holding the position as Managing Director, he left Arastu Sdn Bhd in February 1999. He joined Amanah Capital Partners Berhad as its General Manager, Business Development until the company merged with MIDF Berhad, a public listed company under Permodalan Nasional Berhad in 2003. Since then, he served under the merged entity as General Manager, Group Strategic Planning and Business Development until his retirement in June 2007. Presently, Encik Johari serves as a Financial Advisor of Investment Committee in UTEM Holdings Sdn Bhd. He also sits on the Board of several private companies in Malaysia.

Save as disclosed, En Johari does not have any directorship in other public companies nor any family relationship with any Director and/or major shareholders of the Company.



SHERMAN LAM YUEN SUEN Malaysian, age 39Independent Non-Executive Director

TOKUMOTO MASASHI Japanese, age 45Alternate Director to Mr Toru Tanimoto

Mr. Sherman Lam Yuen Suen, a Malaysian, aged 39, was appointed to the Board on 31 May 2010. He is a Member of the Audit Committee and Nomination Committee of the Company.

Mr. Sherman graduated with a Diploma in Business Studies from the Institute of Commercial Management, United Kingdom and holds a Master’s degree in Business Administration (Finance) from Charles Sturt University, Australia. He is also a Certified Financial Planner and Member of the Association of Certified Fraud Examiners (ACFE, USA) and Financial Markets Association (ACI, Malaysia Chapter).

Mr Sherman started his career as a Dealer for Money Market and Fixed Income with Fulton Prebon (M) Sdn Bhd, a subsidiary of Amanah Capital Partners Berhad (a PNB company) from 1994 to August 1997. He then joined Utama Merchant Bank Berhad, a subsidiary of Utama Banking Group and an associate of HSBC Investment Bank Asia as its Chief Dealer and Treasury Manager until his resignation in March 2000. He was the Associate Director, Corporate Finance of Nikkei Pacific Corporate Advisors Sdn Bhd, a licensed advisory company until May 2002.

Currently, Mr. Sherman is the Managing Director of Cirrus Ventures Group of Companies, a private equity and strategy consulting group operating in Greater China, Singapore, Malaysia and Indonesia. He also sits on the Board of several other privately-controlled companies involved in property development, property investments, biotechnology and ICT sector.

Save as disclosed, Mr Sherman does not have any directorship in other public companies nor any family relationship with any Director and/or major shareholders of the Company.

Mr. Tokumoto Masashi, a Japanese, aged 45, was appointed to the Board as an Alternate Director to Mr. Toru Tanimoto on 30 May 2007.

Mr. Tokumoto graduated from Fukuyama University, Japan in March 1990. He started his career with Kinden Corporation in April 1990 as Project Engineer. He was actively participated in various projects located in the South East Asian countries. In 2002, he was promoted to General Manager, in charge of Kinden International Ltd., Singapore Branch. Currently, he is the General Manager of Asean Region Main Branch Office. He has extensive experience in electrical installation, design, estimation and local area network (LAN) installation.

Save as disclosed, Mr. Tokumoto does not have any directorship in other public companies nor any family relationship with any Director and/or major shareholders of the Company.



The Board of Directors of Bintai Kinden Corporation Berhad (“Bintai”) recognizes the importance of sustaining and upholding good corporate governance culture within Bintai and its subsidiary companies (“Bintai Group”). The key intent is to ensure Board effectiveness in which the Board believes that corporate accountability complements business practices that will facilitate achievement of the Group’s goals and objectives. It is also aimed in enhancing stakeholders’ value, increasing investors’ confidence, establishing trust in customers and building a competitive organization where performance of Bintai Group can only be achieved by the highest standards of governance policies and processes.

In line with the release of the new Malaysian Code of Corporate Governance (“MCCG 2012”) by the Securities Commission of Malaysia which supersedes the Code of Corporate Governance issued in 2007, the Board is pleased to report that Bintai Group has generally adopted the MCCG 2012 and the extent of compliances with regards to the Recommendations under each Principle as well as pursuant to Chapter 15 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad are stated in this statement.

BOARD OF DIRECTORS

• BoardCompositionandBoardBalance

The Board currently comprises nine (9) Directors of which three (3) are Executive Directors, four (4) Independent Non-Executive Directors and two (2) Non-Independent Non-Executive Directors.

The basis of independence adopted by the Board is in accordance with the definition of Independent Director prescribed under the Listing Requirements of Bursa Securities. The main elements of fulfilling the criteria are the appointment of Directors who are not members of the management (Non-Executive Directors) and who are free of any relationship whom could interfere with the exercise of independent judgment or the ability to act in the interests of the Company. The Board complies with the Listing Requirements of Bursa Securities which requires at least two (2) directors or one-third of the Board of the Company, whichever is higher, to be independent directors.

The composition of the Board is well balanced as the Company is led and controlled by an experienced Board made up of professionals and entrepreneurs who have a diverse range of business and financial experiences. This mix of skills and experience is essential for the successful attainment of the corporate plans and objectives of the Group. The profile of each Director is set out in the Directors’ Profile section of this Annual Report.

• BoardCharter

The Board of Directors has formalized its Board Charter that outlined its roles and responsibilities in ensuring that Bintai complied with the relevant Corporate Governance structure aimed at creating and protecting shareholders’ values which include formalizing and commit to ethical values through code of conduct such as whistleblowing policy and ensure implementation of appropriate internal control systems. The Board Charter of Bintai can be accessible by the public via the Company’s website at www.bintai.com.my.

• ClearRolesAndResponsibilities

The roles and responsibilities of the Board and the Management (ie. the Group Managing Director / Chief Executive Officer) within Bintai Group are clearly defined in that the Management is accountable to the day-to-day operation and management of the Group whereas the Board has the overall review and assessment of the Management’s targets and long term goals. The Board will review, challenge and approve the Management’s proposal on a strategic plan for the company and provide judgement to the strategic planning process as the Board is not involved in the daily management and operation of Bintai Group. The Board is also responsible for monitoring the implementation of strategic plans by Management where updates were provided in Board meetings held quarterly in a calendar year. The Board has the overall stewardship responsibilities of providing strategic leadership, overseeing the business conduct, identification and management of principal risks in ensuring the adequacy and integrity of internal control systems. Internal control reporting is done at each quarterly meeting of the Audit Committee and Board of Directors to detect any weakness and measure to improve the situations concerned.

CORPORATE GOVERNANCE STATEMENT



The Board continues to set proper core values and code of conducts for the Group, adopting proper standards to ensure that the Group operates with integrity and complies with relevant rules and regulations. In addition, the Board of Bintai Group shall ensure that succession planning for senior management is selected based on individual caliber, where experienced and high quality senior staff is selected to hold senior position in order for them to be respected for their seniority and to prepare themselves for the position of Director, if necessary, moving forward.

The Board has delegated specific responsibilities to four (4) board committees namely the Executive Committee, Audit Committee, Remuneration Committee and Nomination Committee, all of which are discharging their duties and responsibilities within their respective terms of reference. The respective Chairman of these Committees will report to the Board of Directors on matters discussed including any issue and recommendation thereof, for their notation and/or approval.

To assist in the discharge of their responsibilities and duties, all Directors have access to the advice and services of the Company Secretary. The Company Secretary will update the Board on the frequent updates of the procedural and regulatory requirements such as the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The Company Secretary also supports the Board in ensuring compliance to board policies and procedures as well as to support the Board in carrying out its roles and responsibilities. Nevertheless, the Directors may engage independent professionals of legal, financial, governance or other relevant expertise at the Company’s expense, in furtherance of their duties, if necessary.

The roles of the Independent Non-Executive Chairman and the Group Managing Director/Chief Executive Officer are clearly defined, with each carrying out his duties and responsibilities within the Group. Currently, the Board of Bintai is chaired by Tan Sri Dato’ Kamaruzzaman Bin Shariff, an Independent Non-Executive Director and he is responsible for ensuring the effectiveness of the Board. Mr Ong Choon Lui, the Group Managing Director/Chief Executive Officer, leads the management in the operation and implementation of Board’s policies and decisions. The separation of the aforementioned positions of Chairman and CEO promotes accountability and clearly defined responsibilities.

• BoardMeetings

Board Meetings are scheduled in advance at the end of each calendar year to enable Directors to plan ahead. Meetings are held once in every three (3) months and additional meetings are convened as and when necessary. During the financial year ended 31 March 2013, a total of six (6) Board Meetings were held.

The record of each Director’s attendance is as follows:

NameofDirector No.ofmeetingsattended %ofattendance

Tan Sri Dato’ Kamaruzzaman Bin Shariff 6 / 6 100

Ong Puay Koon 6 / 6 100

Ong Choon Lui 6 / 6 100

Yen Yew Wing @ Yen Yew Ming 6 / 6 100

Dato’ Ang Liang Kim 3 / 6 50

Dato’ Zakri Afandi bin Ismail 4 / 6 67

Toru Tanimoto 5 / 6 83

Johari bin Mohd Akhir 6 / 6 100

Sherman Lam Yuen Suen 6 / 6 100

Tokumoto Masashi (Alternate Director to Toru Tanimoto)

- -



The Directors of Bintai have complied with their minimum attendance of at least 50% of the total Board Meetings held during the financial year ended 31 March 2013 in accordance with Para 15.05 (3)(c) of the Main Market Listing Requirements of Bursa Securities.

• Supplyofinformation

Prior to meetings of the Board and Board Committees, appropriate documents of Board Papers relating to issues to be deliberated will be distributed in advance to all members concerned in order for them to have sufficient time to review and expedite their decision making during these meetings.

Senior management are invited to be present at Board and Audit Committee meetings, as and when required, to provide further explanation and representation to the Board. Besides Board meetings, the Board also exercises control on matters that require its approval through circulation of Directors’ Resolutions in Writing.

• FosterCommitment

Each member of the Board ensures that sufficient time is devoted for them to carry out their responsibilities as Directors of Bintai. Insofar, the Board members have not accepted other new appointments and shall inform the Chairman before accepting any other directorship in other public companies, including indication of the time to be spent on the new appointment, if any.

• Directors’training

The Board of Bintai ensures that its members have access to continuing education programmes by participating in relevant courses or training programmes whether in-house or from external sources, where applicable, for continuous updating of their knowledge and skills in areas of concern where applicable and necessary.

The Directors are encouraged to attend briefings and seminars to keep abreast of the latest developments in the market and various changes in laws, regulations and business environment. All of the current Directors of the Company have attended and completed the Mandatory Accreditation Programme as prescribed by Bursa Securities.

Particulars of the training programmes attended by the Directors during the financial year are as follows:

Attendedby Topic

Tan Sri Dato’ Kamaruzzaman Bin ShariffOng Puay KoonOng Choon LuiYen Yew Wing @ Yen Yew MingToru Tanimoto

• Nurturing the Creative Company (Organised by Asian Academy for Corporate Administration)

Dato’ Zakri Afandi Bin Ismail • Nurturing the Creative Company (Organised by Asian Academy for Corporate Administration)

• MIAInternationalAccountantsConference:InnovativeSocietySustaining Business Success

(Organised by the Malaysian Institute of Accountants)

Johari Bin Mohd Akhir • Nurturing the Creative Company (Organised by Asian Academy for Corporate Administration)

• 5thAnnualCorporateGovernanceSummitKualaLumpur2013 : Embedding the Culture of Voluntary Governance in Organisations

(Organised by the Asian World Summit)



Sherman Lam Yuen Suen • NurturingtheCreativeCompany(OrganisedbyAsianAcademy for Corporate Administration)

• AuditCommitteeConference2013:PoweringforEffectiveness (Jointly organized by the Malaysian Institute of Accountants

and The Institute of Internal Auditors Malaysia)

Save as disclosed above, Dato’ Ang Liang Kim did not attend any training during the financial year due to his other work commitment.

The Directors will continue to evaluate their training needs for more resourceful training programs in enhancing their skills and knowledge to effectively discharge their duties as Directors and to be well-acquainted with the commercial progression in line with the industry in which the Group operates.

NOMINATION COMMITTEE

The Nomination Committee established by the Board comprises three (3) members, all of whom are Independent Non-Executive Directors. The current composition of the Nomination Committee is set out in the Corporate Information section of this Annual Report.

The Nomination Committee is empowered by the Board for recommendations of suitable candidates for new appointments as Directors, filling up vacant seats of Board Committees and reelection of Directors due for retirement at annual general meetings. Any new appointment will be subject to the final approval by the Board and the Company Secretary will ensure that all legal and regulatory obligations are met in regards to the new appointments.

The Nomination Committee is also entrusted to systematically assess the effectiveness of the Board as a whole, Board Committees and performance of individual director. Meetings of Nomination Committee are held as and when required. The Nomination Committee has carried out an annual review on the Board’s effectiveness as a whole, performance of the Board Committees and performance assessment on each individual director in respect of the financial year ended 31 March 2013. The Board, through the assessment carried out by the Nomination Committee, is satisfied that the size of the Board is optimum and that there is an appropriate mix of skills, experience and core competencies in the composition of the Board to discharge its duties effectively.

• Reelection

Procedures relating to the appointment and reelection of directors are contained in the Company’s Articles of Association. New Directors are subject to reelection by shareholders at the annual general meeting following their appointment.

The Articles also provide that one-third (1/3) of all the Directors of the Company, are required to retire by rotation at least once in every three (3) years for reelection by shareholders at an annual general meeting.

Directors who are over the age of seventy (70) years are to seek shareholders’ approval for their reappointment annually pursuant to Section 129(6) of the Companies Act, 1965.

• ReinforceIndependence

The Board will conduct a self-evaluation review and evaluation of Board members as a whole to determine whether each individual Director, including the Independent Directors, possess the relevant background and criteria to enable them to bring independent and objective judgement during board deliberations. None of the Independent Directors has served Bintai for more than nine (9) consecutive years, hence, they remain independent in the context of the listing requirement ruling.

The Executive Directors are responsible for implementing policies and decisions of the Board, overseeing the daily operations and business development of the Group. The Independent Non-Executive Directors provide independent and constructive views in ensuring that strategies proposed by the management are studied and deliberated to take into account of the interests not only of the Group, but also of other stakeholders.



• SummaryofActivitiesDuringtheYear

> Recommend to the Board the Directors who shall be retiring at the next annual general meeting;> Annually assessing the effectiveness of the Board as a Whole, Board Committees and contribution of each director on

an on-going basis;> Review the required mix of skills, experience and other qualities including core competencies which non-executive

directors should bring to the Board;> Assess the effectiveness and contribution of each individual director;> Examine the Board structure, including its size and composition with a view to determine the impact of the number upon

effectiveness.

REMUNERATION COMMITTEE

The Remuneration Committee comprises two (2) Independent Non-Executive Directors and one (1) Executive Director, of which the composition is set out in the Corporate Information section of this Annual Report.

It is responsible for developing the remuneration policy framework and recommending to the Board the remuneration packages and other terms of employment of the Executive Directors. Directors do not participate in the discussion of their own remunerations. Upon recommendations from the Remuneration Committee, the Board as a whole determines the fees to be paid to Non-Executive Directors based on their experience and level of responsibilities undertaken by the individual Non-Executive directors concerned. Fees of the Directors are subject to the final approval of shareholders at the Company’s Annual General Meetings.

Details of the Directors’ remuneration are set out under note 26 of the Financial Statements on page 94 of this Annual Report.

UPHOLD INTEGRITY IN FINANCIAL REPORTING

a) Financialreporting

The Board takes due care and reasonable steps to ensure a balanced report of the Group’s financial position on a going concern basis and its prospects is presented to the shareholders in compliance with the provisions of the Companies Act, 1965 and applicable new Malaysian Financial Reporting Standards (“MFRS”) and the International Financial Reporting Standards (“IFRS”) approved by the Malaysian Accounting Standards Board (“MASB”) and International Accounting Standards Board (“IASB”) respectively.

The Board is assisted by the Audit Committee in overseeing the Group’s financial reporting processes in ensuring its accuracy, adequacy, consistency and appropriateness of the use of accounting policies and standards in the reporting.

b) InternalControl

The Board recognises the importance of maintaining a sound system of internal control for the Group in order to safeguard shareholders’ interest in the Group’s assets. As such, the internal audit function assists the Audit Committee in reviewing the state of internal control of the Group and to highlight areas for management improvement.

The state of internal control of the Group is further explained in a separate section entitled “Statement on Risk Management and Internal Control”.



c) RelationshipwithExternalAuditors

The Audit Committee’s terms of reference formalizes its relationship with the External Auditors in reporting and expressing their audit opinion on the Company’s financial statements to the Company’s shareholders via the Independent Auditors’ Report. It is the policy of the Audit Committee to meet up with the External Auditors, without the presence of the Executive Directors and Management team, to discuss on their audit plan, audit findings and the Company’s annual financial statements, as and when deem necessary.

In addition, the External Auditors are invited to attend annual general meetings of the Company and are made available to answer shareholders’ questions on the conduct of the audit and preparation and content of the audit report, if required.

ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

The Board emphasizes on appropriate corporate disclosure to ensure compliance with the Listing Requirements of Bursa Malaysia Securities Berhad and to disseminate information to shareholders and public at large within the right timing. Appropriate disclosure shall keep shareholders, investors, financiers, customers, suppliers, other relevant authorities well informed within a reasonable time for them to make appropriate decision, if any. Stakeholders are able to access to all announcements released to Bursa Malaysia Securities Berhad via the Company’s website at www.bintai.com.my.

The Board, via recommendation from the Executive Committee, has formulated appropriate policies and procedures concerning corporate disclosure based on the guidance of best practices as well as compliance with the listing requirements rulings. Amongst others, immediate announcement will be made in respect of transactions or contract sum that has exceeded a certain limit of materiality threshold.

STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

The Board recognises the importance of transparency and accountability to its shareholders. Information is disseminated through various disclosures and announcements made to Bursa Securities which include interim/quarterly financial results and yearly annual reports.

The Company’s Annual General Meeting serves as a principal forum for dialogue with its shareholders. At general meetings, the Board provides opportunities for shareholders to raise questions on the business activities of the Group and its proposed resolutions. Management are present to answer shareholders’ queries with explanation.

The Company’s website serves as a forum to enable the public and shareholders to access corporate information of the Group. Bursa Securities also requires the Company to publish all its announcements which can be accessed online through Bursa Securities’ website at www.bursamalaysia.com.

The Company will be implementing poll voting for any related party transaction or other substantive resolutions (if any) at the future general meetings to be held, to encourage more participation from shareholders to vote at general meetings. The results is mandated to be announced to Bursa Malaysia Securities Berhad immediately on the same day the poll is carried out stating the number of votes (including percentage) who have voted for and against each resolution.

CORPORATE SOCIAL RESPONSIBILITY

The Group acknowledges the importance of Corporate Social Responsibility (“CSR”) towards well-being of its employees, community, environment and governance towards striking a balance between its social responsibility, business objectives and shareholders’ expectations.



The Group places significant importance on human capital development as employees are the greatest assets and the Group also believes that it is the employees who have significantly contributed to its continued success and growth. The Group continuously promotes human capital development by encouraging and sponsoring the participation of employees in training programmes and seminars to enhance their knowledge, skills and competencies. Training programmes and seminars are either conducted in-house or by external service providers. Among the training programs conducted during the financial year include “The Introduction of ISO 9001:2008 Quality Management Systems”. The Group believes in developing promising employees in disciplines so as to broaden their career progression opportunities as well as providing the Group with a reservoir of future leaders with relevant knowledge and competency, in line with its succession planning.

In addition, the Group has also established a Welfare Committee towards strengthening ties and relationships among employees. During the year, the Welfare Committee has organized several activities such as trip to recreational park and staff gathering via Annual Dinner at the end of year 2012 and “Yee Sang Party” during Chinese New Year to foster closer relationship between employees.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors are responsible for ensuring that the financial statements of the Group for every financial year are drawn up in accordance with the requirements of the Companies Act, 1965 and with the applicable Financial Reporting Standards in Malaysia, so as to give a true and fair view of the state of affairs and of the results and cash flows of the Group and Company for every financial year then ended.

In preparing the Company’s financial statements for the financial year ended 31 March 2013, the Directors have reviewed the accounting policies and practices to ensure that they were consistently applied throughout the year. In cases where judgement and estimates were made, they were based on reasonableness and prudence concept.

The Directors have the responsibility for ensuring that the Group and Company maintain proper accounting records that will sufficiently explain the transactions and financial position of the Group and Company and enable true and fair statements of financial position and comprehensive income and any documents required to be attached thereto to be prepared from time to time and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.


1. COMPOSITION AND ATTENDANCE

The composition of the Audit Committee comprises four (4) members, all of whom are Independent Non-Executive Directors. During the financial year ended 31 March 2013, the Audit Committee members have convened four (4) meetings and their records of attendance are shown in the table below:

AuditCommitteeMembers No.ofmeetingsattended %

Dato’ Zakri Afandi Bin IsmailChairman / Independent Non-Executive Director

3 / 4 75

Tan Sri Dato’ Kamaruzzaman Bin ShariffMember / Independent Non-Executive Director

4 / 4 100

Johari Bin Mohd AkhirMember / Independent Non-Executive Director

4 / 4 100

Sherman Lam Yuen SuenMember / Independent Non-Executive Director

4 / 4 100

The Group Accountant was present at all the Audit Committee Meetings held during the financial year. The external and internal auditors, as well as other members of the senior management were invited to attend these meetings by Chairman of the Audit Committee as and when necessary.

2. TERMS OF REFERENCE

Objectives

The principal objectives of the Audit Committee are to provide an independent overview on the way the Group conducts its affairs and to ensure conformity with good corporate governance in terms of good internal controls, reliable financial information and giving additional emphasis to the audit functions performed by the internal and external auditors.

It provides assistance to the Board in fulfilling its fiduciary responsibilities relating to financial accounting and reporting practices and enhances the independence of the external and internal audit functions.

The Audit Committee seeks to create a climate of discipline and control which will reduce the opportunity of any fraud. It also reviews high level of operational procedures and controls to ensure transparency, integrity and accountability in the conduct of the Group’s activities so as to safeguard the rights and interests of shareholders of the Company.

Criteriaformembership

a) The Audit Committee shall be appointed by the Board of Directors and consist of not less than three (3) members. All the Audit Committee members shall be non-executive directors with a majority of them being independent directors. No alternate director is to be appointed to the Committee.

b) The members of the Audit Committee shall elect a Chairman from among their numbers, who shall be an independent director.

c) At least one member of the Audit Committee must meet the criteria of an Accountant as prescribed in Paragraph 15.09(1c) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

AUDIT COMMITTEE REPORT



d) The members shall collectively have knowledge of the industries in which the Group operates and the ability to read and understand financial statements, cash flow and key performance indicators.

e) Members shall also be able to understand key business risks as well as financial risks and related controls.

Meetings

The Audit Committee shall meet at least four (4) times a year. A quorum shall consist of two (2) members who are independent directors. Both the Group Accountant and the internal auditors are usually invited to attend every Audit Committee meetings, whereas other members of the management shall be invited to attend those meetings at the Audit Committee’s discretion.

Independent Directors who are members of the Audit Committee shall meet up with internal and/or external auditors, without the attendance of other executive board members and employees of the Company, whenever deemed necessary. The Chairman of the Audit Committee shall report the outcome of each Audit Committee Meeting (including recommendations) to the Board for approval and/or endorsement. The secretary of the Audit Committee shall be the Company Secretary.

Authority

The Audit Committee is authorised by the Board:

a) to review any activity of the Group within its Terms of Reference;b) to have access to the resources necessary to perform its duties;c) to have full and unrestricted access to any employee and information pertaining to the Group.d) to have direct communication channels with the internal and external auditors; ande) to obtain independent legal or other professional advice it considers necessary.

DutiesandResponsibilities

a) To consider and recommend to the Board the appointment, resignation and/or dismissal of external auditors of the Company including their audit fees and any question in relation thereto in respect of any company within the Group. To discuss any issues and recommendations arising from the interim and final audits and any matter that the external auditors may wish to discuss (in the absence of management if necessary).

b) To review with external and/or internal auditors on:-- audit plans, scope and nature.- system of internal controls and its effectiveness, particularly those related to areas of significant risks.- any matter related to auditors’ reports, management letters and management response thereof.- adequacy of scope, functions, competency and resources of the internal audit function to carry out its work within

its limits of authority.- internal audit programs and to consider any major findings on internal audit investigations, management responses

thereto and whether or not appropriate action is being taken on the recommendations of the internal audit function.

c) To review and recommend adoption or amendment of major accounting policies, principles and practices.


d) To review with management and/or external auditors the quarterly consolidated unaudited financial statements of the Company before submission to the Board, focusing particularly on:-

- changes in or implementation of new accounting policies and practices;- major judgmental areas;- significant adjustments;- going concern assumption;- significant and unusual events;- compliance with applicable approved accounting standards;- compliances with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and other legal

requirements.

e) To review with external auditors, the consolidated annual audited financial statements of the Company and directors’ report, prior recommendations to the Board for approval.

f) To review related party transactions and conflicts of interest situations that may arise within the Group or the Company

and any other major transactions outside the normal course of business of the Group and the Company.

g) To review the assistance and co-operation given by the Group’s employees to the auditors.

h) Such other matters as the Board may from time to time determine.

3. SUMMARYOFACTIVITIES

The following activities were carried out by the Audit Committee during the financial year ended 31 March 2013 in discharging its functions and duties:

FinancialResults

a) Reviewed the interim unaudited financial results on a consolidated basis of the Group with the Group Financial Controller/Group Accountant and other senior management members before recommending them to the Board of Directors for approval.

b) Reviewed the consolidated annual audited financial statements of the Company with external auditors prior recommendations to the Board of Directors for approval. The review was, inter-alia, to ensure compliances with:-

- Statutory requirements of the Companies Act, 1965;- Main Market Listing Requirements of Bursa Malaysia Securities Berhad;- Applicable approved accounting standards in Malaysia; and- Other legal and regulatory requirements.

InternalAudit

a) Reviewed and approved the annual internal audit plan.b) Reviewed the internal audit reports, audit recommendations and management’s response to those recommendations.c) Monitored the implementation of the audit recommendations through follow up audit reports to ensure that all key risks

and controls have been addressed.



ExternalAudit

a) Reviewed with external auditors:- their audit plan, audit strategy and scope of work prior commencement of the audit;- the outcomes of the annual audit, their audit report and management letter together with management’s responses

to the findings by the external auditors.

Otheractivities

a) Reviewed and recommended the Audit Committee Report, Corporate Governance Statement and the Internal Control Statement for inclusion in the Annual Report to the Board for approval.

b) Reviewed related party transactions within the Company and/or its Group during the financial year, including disclosures of such transactions in the annual report.

c) Reviewed and recommended to the Board on the reappointment of External Auditors who had expressed their willingness to continue in office, which was subsequently approved by shareholders at the Company’s Annual General Meeting.

d) Reviewed Circular to Shareholders in relation to the Proposed Renewal of Shareholders’ Mandate For Recurrent Related Party Transactions of a Revenue or Trading in Nature concerning related party transactions to be entered into by the Company and the Group in 2012/2013.

e) Reviewed compliances with the Main Board Listing Requirements of Bursa Malaysia Securities Berhad. f ) Reviewed status of material litigation.

4. INTERNALAUDITFUNCTION

During the financial year under review, the Group’s internal audit function was outsourced to an independent professional firm to assist the Audit Committee in the discharge of its duties and responsibilities. Its role is to provide independent and reasonable assurances that the system of internal control was adequate and operating effectively. The total costs incurred for the internal audit function for the financial year ended 31 March 2013 was RM64,000.00.

Further details about the internal audit function are set out in the Statement on Risk Management and Internal Control of this Annual Report.


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