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BINTAI KINDEN CORPORATION BERHAD(Company No.290870-P)

No. 43-0-8, Jalan 1/48ASentul PerdanaBandar Baru Sentul 51000 Kuala LumpurMalaysia

ANNUAL REPORT2010

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| 2010

BINTAI KINDENCORPORATIONBERHAD(Company No.290870-P)

2 Bintai Kinden Corporation Berhad

On behalf of the Board of

Directors of Bintai Kinden

Corporation Berhad, I am

pleased to present to you the

Annual Report of the Company

and of the Group for the year

ended 31 March 2010.

Chairman’sStatement

It has been another challenging year for the Group due to the global economic downturn resulting from the global financial meltdown in 2008 which has left a weakened global economy and tight credit market. The current European debt and currency crisis is not expected to be resolved soon and the expected recession in Europe will have a negative impact on businesses. Bank lending including those in Malaysia and Singapore has become more stringent. Fortunately for the group, our panel bankers are still supportive for those projects secured by us.

Nevertheless, with the anticipated gradual growth of the Malaysian economy in 2010 and renewed confidence and optimism, particularly with the launch of the 10th Malaysia Plan, the Group expects a positive outlook going forward. Despite the difficult operating environment, the Group reported a commendable financial result for the year. The Group’s revenue for financial year ended 31 March 2010 doubled to RM376.4 million from RM187.2 million in the previous year. The revenue growth was mainly attributable to a significantly higher contribution from our Singapore subsidiary, Bintai Kindenko Pte Ltd (“BKPL”). Group profit before taxation amounted to RM7.9 million, a jump of 40% compared to RM5.6 million, while Group net profit attributable to shareholders declined from RM4.1 million in the previous year to RM0.4 million. Earnings per share stood at 0.36 sen compared to 4.03 sen previously.

Review of Operations

In the last quarter of 2009, the Asian economy had shown signs of recovery which boosted confidence and we were able to capitalize on it. Earlier this year, BKPL was awarded a total of eight packages of mechanical and electrical engineering works at a total contract price

Tan Sri Dato’ Kamaruzzaman bin Shariff (Chairman)

Resorts World at Sentosa, Singapore

Designated/nominated sub-contractor for supply,

delivery, installation, testing and commissioning

and maintenance of air-conditioning and

mechanical ventilation, installation, electrical

installation and fire protection installation.

3Annual Report 2010

of S$55 million (RM134 million) for the National University of Singapore Town Development Project. BKPL was also successful in making inroads into Vietnam by securing various jobs with an aggregate value of USD35 million which included the recently announced mechanical, electrical and plumbing works for the proposed Indochina Plaza project.

BKPL is also actively looking for opportunities in China for investments and mechanical and electrical (“M & E”) engineering jobs. We believe that the vast market potential in China will provide the Group with market risk diversification and also the opportunity to expand regionally. We are also strengthening our relationship with our multi-national clients who will also provide us opportunities for specialized M&E jobs in their expansion plans in China and the region.

In August 2009 we announced that BKPL had entered into a joint venture agreement with Consider Group Asia Pte Ltd for the purpose of developing and marketing a range of services and solutions in the field of energy efficiency and Green Mark solutions. A joint venture company by the name of Bintai Consider Energy Pte Ltd was incorporated and it is currently establishing its presence by marketing and promotion to companies in Malaysia to use efficient clean energy to reduce carbon emissions.

The Board is pleased to note that BKPL has been ranked by DP Information Group as one of the 500 most successful small and medium–sized enterprises (“SME”) in Singapore in the year 2009 and received an award for being “The most promising SME in Singapore”. We are confident that BKPL will be able to capitalize on its solid reputation as a reliable M&E Contractor to win more jobs in Singapore and other parts of Asia. The completion in 2010 of the Resorts World at Sentosa project is a testament to the technical capability of our team in Singapore.

Nad Al Sheba Racecourse, Dubai, United Arab EmiratesMechanical , electrical and plumbing works (Grandstand and Boathouse)

Mandarin Gallery, Singapore

Air-conditioning and Mechanical installation, fire

protection installation, electrical installation and

facade lighting in relation to the alterations and

additions to retail and hotel podium at existing

Meritus Mandarin at 333 Orchard Road.

Northpoint Shopping Centre, Singapore

Sub-contract works for the design, supply, delivery,

installation, completion and maintenance of ACMV

installation, electrical installation, fire protection

installation, plumbing and sanitary installation.


In Malaysia the Group, through its wholly-owned subsidiary, Kejuruteraan Bintai Kindenko Sdn Bhd (“KBK”) secured contracts worth RM171 million during the financial ended 31 March 2010. KBK is also currently bidding for projects being undertaken by multinational companies. In addition, we hope to see our joint venture with Koperasi Kakitangan Petronas Berhad come to fruition which will enable the Group to participate in larger scale projects. We are also hopeful of a significant property development project which is currently awaiting approval from the relevant government authority.

Dividend

The Board of Directors does not recommend any payment of dividend for the financial year ended 31 March 2010.

Outlook

The Group expects the business environment to remain challenging in 2010/2011. Overall, the global economic conditions should improve following the implementation of stimulus packages by several countries. However, the recovery in the major economies and markets is still fragile and uncertain.

Chairman’s Statement (cont’d)

5Annual Report 2010

A key focus for the Group on the present business will be to further explore and extend our market penetration in China and Vietnam where we believe opportunities are relatively more favourable. Our technical expertise particularly on complex mechanical and electrical engineering contracts should allow us to compete with multinational engineering firms.

Corporate Social Responsibility

The Group recognises the importance of corporate social responsibility and aims to fulfill its responsibilities to its stakeholders including shareholders, employees, customers, business partners, suppliers and the communities in which the Group’s businesses operate. We seek to align our business, social and environmental practices within regulatory requirements and we encourage the same standards of environmental care from our suppliers and business partners.

Board Changes and Acknowledgement

There have been changes in the Board of Directors. We are pleased to welcome to the Board Johari Bin Mohd Akhir, Sherman Lam Yuen Suen and Dato’ Zakri Afandi Bin Ismail, who were appointed since the year end, and look forward to their contributions to the Company.

During the year Ahmad Razlan bin Tan Sri Dato’ Seri Ahmad Razali stepped down from the Board to pursue other personal interests and commitments. The Board wishes to thank him for his contribution to the Group.

Appreciation

On behalf of the Board of Directors, I would also like to extend my appreciation and thanks to the management and staff for their dedication and contribution to the Group. Our thanks also go to all our business associates, bankers, valued stakeholders for their continuous support and cooperation to the Group.

Last but not least, I wish to express my sincere appreciation to my fellow Board members for their guidance and contribution to the Group.

Tan Sri Dato’ Kamaruzzaman Bin ShariffChairman

15 July 2010

Chairman’s Statement (cont’d)

Nad Al Sheba Racecourse with Grandstand and Boathouse, Dubai, United Arab Emirates

Turnkey contractor for Bio-Diesel Plant in Lumut, Perak


CorporateInformation

Messrs Victor, Wong & ChienAdvocate & Solicitors1st Floor, Lot 642 & 643,North Yu Seng RoadP.O. Box 135398008 Miri, Sarawak, Malaysia

REGISTERED OFFICENo. 43-0-8. Jalan 1/48ASentul PerdanaBandar Baru Sentul51000 Kuala Lumpur, MalaysiaTel : 603-40426233Fax : 603-40448246

REGISTRARTricor Investor Services Sdn BhdLevel 17, The Gardens North Tower, Mid Valley City,Lingkaran Syed Putra,59200 Kuala Lumpur, MalaysiaTel : 603-2264 3883 Fax : 603-2282 1886

BANKERSAffin Bank BerhadAmBank BerhadBangkok Bank BerhadBank Muamalat Malaysia BerhadCIMB Bank BerhadDBS Bank LimitedEON Bank BerhadMalayan Banking BerhadRHB Bank Berhad

STOCK EXCHANGE LISTINGMain Board, Bursa Malaysia Securities Berhad

AUDIT COMMITTEEPeter John Farrar (Chairman)Tan Sri Dato’ Kamaruzzaman bin ShariffFoong Chee MengAhmad Razlan bin Tan Sri Dato’ Seri Ahmad Razali (Vacated office on 25 February 2010)

NOMINATION COMMITTEETan Sri Dato’ Kamaruzzaman bin Shariff (Chairman)Ong Puay KoonPeter John Farrar

REMUNERATION COMMITTEETan Sri Dato’ Kamaruzzaman bin Shariff (Chairman)Ong Puay KoonAhmad Razlan bin Tan Sri Dato’ Seri Ahmad Razali (Vacated office on 25 February 2010)

COMPANY SECRETARYKhoo Ming Siang (Appointed on 23 July 2010)MAICSA 7034037Low Siok Heong (Resigned on 23 July 2010)MAICSA 7011908

AUDITORSGEP AssociatesChartered Accountants

SOLICITORSMessrs Azam Lim & PangAdvocates & SolicitorsSuite 2B-10-1, 10th Floor, Block 2BPlaza Sentral, Jalan Stesen Sentral 5Kuala Lumpur Sentral50470 Kuala Lumpur, Malaysia

Messrs Shearn Delamore & CoAdvocates & Solicitors7th Floor, Wisma Hamzah – Kwong HingNo. 1 Leboh Ampang50100 Kuala Lumpur, Malaysia

Messrs Tay & Helen WongAdvocates & SolicitorsSuite 703, Block F, Phileo Damansara 1No. 9 Jalan 16/1146350 Petaling JayaSelangor Darul Ehsan, Malaysia

Messrs BeldenAdvocate & SolicitorsLevel 1B, Block B, Kompleks Pejabat Damansara,Jalan Dungun, Damansara Heights,50490 Kuala Lumpur, Malaysia

Messrs Ali Kamaruddin & RaviAdvocate & SolicitorsSuite 8-8-6, Menara Mutiara Bangsar,Jalan Liku, Off Jalan Bangsar,59100 Kuala Lumpur, Malaysia

Messrs A.J. Ariffin, Yeo & HarpalAdvocate & Solicitors3rd Floor, Wisma Cheong Hin,116-118 Jalan Pudu,55100 Kuala Lumpur, Malaysia

Messrs Kadir, Andri & PartnersAdvocate & Solicitors8th Floor, Menara Safuan,80 Jalan Ampang,50450 Kuala Lumpur, Malaysia

Messrs Lai & AssociatesAdvocates & SolicitorsNo 83B Jalan SS21/37,Damansara Utama, 47400 Petaling Jaya,Selangor Darul Ehsan, Malaysia

BOARD OF DIRECTORS1. Tan Sri Dato’ Kamaruzzaman bin Shariff (Independent Non-Executive Chairman)

2. Ong Puay Koon (Executive Vice Chairman)

3. Lim Boon Soon (Group Managing Director/Chief Executive Officer)

4. Ong Choon Lui (Deputy Managing Director/Deputy Chief Executive Officer)

5. Peter John Farrar (Independent Non-Executive Director)

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

7. Foong Chee Meng (Independent Non-Executive Director)

8. Toru Tanimoto (Non-Independent Non-Executive Director)

9. Tokumoto Masashi (Alternate Director to Toru Tanimoto)

10. Ahmad Razlan bin Tan Sri Dato’ Seri Ahmad Razali (Vacated office on 25 February 2010) (Independent Non-Executive Director)

11. Johari bin Mohd Akhir (Appointed on 31 May 2010) (Independent Non-Executive Director)

12. Sherman Lam Yuen Suen (Appointed on 31 May 2010) (Independent Non-Executive Director)

13. Dato’ Zakri Afandi bin Ismail (Appointed on 31 May 2010) (Independent Non-Executive Director)

7Annual Report 2010

Branch Offices of The Group

Shah AlamNo. 90, Jalan Kapar 27/89Seksyen 27, Taman Alam Megah40400 Shah AlamSelangor Darul EhsanTel No : 03-5191 5505Fax No : 03-5191 5458 Melaka Lot 43, KB 31Batu 2, Jalan MalimBacang, 75250 Melaka Tel No : 06-284 0655Fax No : 06-284 0655 Penang17, 1st FloorJalan Perai Jaya 4Bandar Perai Jaya13700 Perai, Pulau PinangTel No : 04-390 9220/04-390 3220Fax No : 04-397 9220 Johor BahruNo. 69, Jalan Kempas 2/1Taman Perindustrian Tanah TampoiJalan Tampoi, 81200 Johor BahruJohor Darul TakzimTel No : 07-238 9357/07-238 9358 Fax No : 07-238 9351 Kota KinabaluUnit No. 1-1-2, Lot 121st Floor, Block BPlaza Juta, Likas, Jalan Tuaran89400 Kota Kinabalu, SabahTel No : 088-439592/088-439596Fax No : 088-422 060 KuchingLot 8.04, 8th FloorWisma SaberkasJalan Tun Abang Haji Openg93000 Kuching, SarawakTel No : 082-410895Fax No : 082-420398


Board of Directors

Tan Sri Dato’ Kamaruzzaman bin ShariffMalaysian, age 68

• Chairman of the Board, independent and non-executive director • Chairman of the Nomination and Remuneration Committees• Member of the Audit Committee

Tan Sri Dato’ Kamaruzzaman was appointed to the Board on 24 May 2006 and on 30 August 2006 was appointed the Chairman.

He 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 and Masters in Public Administration from Syracuse University, USA in 1979. He served the Malaysian Civil Service for 38 years where he held various senior positions in the Federal and State Government, having served the last six (6) years as the Mayor of Kuala Lumpur from 1995 to 2001. His other postings include Secretary General of the Ministry of Defence

from 1992 to 1995, Deputy Director General of the Public Services Department in 1992, Penang State Secretary from 1988 to 1992, Secretary in the Cabinet Division of the Prime Minister’s Department from 1983 to 1987, Director of External Assistance and General Affairs in the Economic Planning Unit of the Prime Minister’s Department from 1980 to 1983 and senior positions in the Public Services Department from 1972 to 1980 and the Ministry of Education from 1964 to 1972. He has vast administrative, strategic planning and management experience by virtue of his long service in the Malaysian Administrative and Diplomatic service. He currently sits on the boards of Ho Hup Construction Company Bhd, Metronic Global Berhad, Emas Kiara Industries Berhad, Kontena Nasional Berhad and Lereno Bio-Chem Ltd, a company listed on the Stock Exchange of Singapore.

He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended all the five scheduled meetings of the Board.

Ong Puay KoonMalaysian, age 66

• Executive Vice Chairman• Executive Director• Member of Nomination and Remuneration Committees

Ong Puay Koon has served as Chief Executive Officer and Managing Director from 21 October 1997 till 20 October 2008. On 26 November 2008, he was re-designated as Executive Vice Chairman.

He graduated with a Diploma of Electrical Engineering from Singapore Polytechnic and is an Associate Member of the Institution of Incorporated Engineers, UK since 1978. An engineer with extensive experience in Electrical and Mechanical Engineering, design and construction, Mr. Ong’s expertise also covers project management and project

financing. In 1973, he founded Bintai Kindenko (M) Sdn. Bhd and successfully led the business development team. In support of the Government’s goals of technology transfer, in 1982, he ventured with Tuan Syed Ahmad bin Abu Bakar and Kinden Corporation of Japan, to form Kejuruteraan Bintai Kindenko Sdn Bhd, which subsequently led to the listing of Bintai Kinden Corporation Berhad on the Main Board of the Bursa Malaysia Securities Berhad in 1998.

He is also sits on the board of Lereno Bio-Chem Ltd and also holds positions as director of several other private limited companies.

He does not have any family relationship with any director and/or major shareholder of the Company other than his son, Mr Ong Choon Lui, who is an Executive Director of the Company. During the financial year, he attended all the five scheduled meetings of the Board.

9Annual Report 2010

Board of Directors (cont’d)

Lim Boon SoonMalaysian, age 51

• Group Managing Director/Chief Executive Officer

Lim Boon Soon was appointed to the Board as an Executive Director on 13 October 2008 and subsequently appointed as Managing Director on 20 October 2008. He later assumed the role of Group Managing Director/Chief Executive Officer on 26 November 2008.

He holds a Bachelor of Arts Degree in Accountancy and Finance from Heriot-Watt University, Edinburgh and is a member of The Institute of Chartered Accountants of Scotland.

He has more than 20 years experience in accounting, finance and operations. He started his career as an auditor in Price

Waterhouse in the Singapore and Hong Kong offices in 1986 and has since held various senior managerial positions. He joined Shaw Asset Management, Hong Kong in 1992 as Director of Finance and Operations and in 1993 for the same position in Clemente Capital Asia Ltd, Hong Kong. In 1996, he joined HLG Capital Bhd as its Group Financial Controller (“GFC”). Mr Lim was then transferred to Hong Leong Bank Bhd in 2001 to assume the position of GFC until November 2003 where he left to join ECM Libra Berhad as its Chief Financial Officer.

Prior to joining the Company, he was the Chief Operating Officer of Landmarks Bhd.


Ong Choon LuiSingaporean, age 38

• Deputy Managing Director/ Deputy Chief Executive Officer

Ong Choon Lui was appointed to the Board as a Non-Executive Director on 2 August 2000 and subsequently assumed the position of an Executive Director in 16 September 2003. On 26 November 2008, he was re-designated as Deputy Managing Director/Deputy Chief Executive Officer.

He graduated from Nanyang Technological University, School of Electrical and Electronics Engineering, Singapore, in 1997 with a Bachelor in Engineering (Honours Second Class Upper Division). He is a member of Institute of Electrical and Electronics Engineer, Inc. since 1997. He began his

engineering profession in 1997 as an electrical engineer with Bechtel International, Inc. where he was principally involved in electrical contracting, design and research of electrical system of industrial chemical plants. He was attached for a year with Kinden Corporation. He is now overseeing the business development and operation of the Group.

He is a director of Lereno Bio-Chem Ltd and also sits on the board of several other private limited companies. He does not have any family relationship with any director and/or major shareholder of the Company other than his father, Mr. Ong Puay Koon, who is the Executive Vice Chairman of the Company. During the financial year, he attended all the five scheduled meetings of the Board.

Peter John Farrar British, age 63

• Independent and non-executive director• Chairman of Audit Committee• Member of Nomination Committee

Peter Farrar was appointed to the Board on 29 August 2001.

He graduated from Newcastle University with a degree in economics and accounting in 1968 and is a Fellow of the Institute of Chartered Accountants of England and Wales, qualifying in 1971. He joined Price Waterhouse in the UK in 1968 and became a partner in 1980. He was seconded to the Middle East in 1980 and returned to London in 1987 as a partner in the firm’s financial services audit practice. In 1996 he joined Saudi International Bank as Chief Financial Officer

and was appointed a director in April 1999. After leaving the bank in 2000 he became Chief Financial Officer of an internet company, later becoming an independent consultant in the financial services industry and, lastly, a Managing Director of a London based professional services firm from which he retired on 31 December 2005. He has extensive experience in international business and financial services.

On 26 November 2006, Mr Farrar was appointed an independent non-executive director of Lereno Bio-Chem Ltd and Chairman of its Audit Committee.

He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended four of the five scheduled meetings of the Board.



Foong Chee MengMalaysian, age 44

• Independent non-executive director • Member of Audit Committee

Foong Chee Meng was appointed to the Board on 13 October 2008. On 26 November 2008, he was appointed as a member of the Audit Committee.

Foong Chee Meng, graduated with a B.Econ, LL.B (Hons) and LL.M degrees from the University of Sydney, Australia. In 1989, he was admitted as a solicitor in the Supreme Court of New South Wales and the Federal Court of Australia. In 1993, he was admitted as an advocate and solicitor in the High Court of Malaya.

Prior to setting up Foong & Partners, Foong Chee Meng was a solicitor with Messrs Zaid Ibrahim & Co. in 1993 and a partner there for 7 years, where he led the Corporate & Commercial and Foreign Investment practice groups. Before Zaid Ibrahim & Co, he started his practice in 1989 as a solicitor with Messrs. Baker & McKenzie in Sydney, Australia for over 3 years.

Currently, Foong Chee Meng is the Managing Partner at Messrs. Foong & Partners, Kuala Lumpur. He is also a Member of the Disciplinary Committee Panel of the Malaysian Bar Council.


Toru TanimotoJapanese, age 52

• Non-independent and non-executive director Toru Tanimoto was appointed to the Board on 22 May 2007. He graduated from Takasaki City University in March, 1981. He started his career with Kinden Corporation (“Kinden”) in April 1981 where he was involved in Personnel and Accounting Department of Kinden Head Office in Osaka. He was an Assistant Manager of the Administration Department, International Division prior to his promotion to Finance

Director of PT Rakintam, Indonesia from September 1996 to April 2001. In May 2001, he was appointed Director of Nihon Libertec Co Ltd, a position which he held until July 2005. In July 2005, he was appointed as Assistant General Manager, Finance Department of Kinden. Presently, he is the Deputy General Manager of Administration Department, International Division of Kinden.

He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended four of the five scheduled meetings of the Board.

Dato’ Ang Liang KimSingaporean, age 62

• Non-Independent Non-Executive Director

Dato’ Ang, a Singaporean domiciled in Malaysia and holds a higher certificate, was appointed to the Board as an Executive Director and Chief Operating Officer on 12 September 2000 and subsequently was re-designated as Deputy Managing Director in November 2006. On 26 November 2008, he resigned as Deputy Managing Director and remained on Board as a Non-Independent Non-Executive Director.

He has been involved in project management since 1972 and became Engineering Manager of Contium Engineering Pte Ltd and Project Superintendent of a Canadian consulting firm. He was a Senior Manager of Bintai Kindenko Pte Ltd

(“BKPL”) (1979 - 1988) and an Associate Director of Bintai Kindenko (M) Sdn. Bhd. (1988). He joined Kejuruteraan Bintai Kindenko Sdn Bhd (“KBK”) in July 1996 as an Executive Vice President and is currently the Director in KBK. He relinquished the position of President/Chief Executive Officer of KBK in January 2007. He has more than 32 years of experience, extensive knowledge and exposure in the mechanical and electrical engineering industries. He is a director in some of the subsidiaries companies within the Group and also sits on the boards of several other private limited companies.

He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended three (via teleconferencing) of the five scheduled meetings of the Board.

11Annual Report 2010


Tokumoto Masashi Japanese, age 42

• Alternate Director to Toru Tanimoto

Tokumoto Masashi was appointed to the Board as the alternate Director to Mr. Toru Tanimoto on 30 May 2007.

He graduated from Fukuyama University in March, 1990 and started his career with Kinden Corporation (“Kinden”) in April 1990 as Project Engineer. Mr. Tokumoto actively

participated in various projects located in South East Asia. In 2002, he was promoted to General Manager, in charge of Kinden International Ltd., Singapore Branch and he is now the General Manager of Asean Region Main Branch Office. He has extensive experience in electrical installation, design, estimation and LAN installation.

He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he did not attend as alternate director at the scheduled meetings of the Board.

Johari bin Mohd Akhir Malaysian, age 59

• Independent and non-executive director

Johari bin Mohd Akhir was appointed to the Board on 31 May 2010.

He graduated with a Bachelor’s Degree in Economics (Hons.) majoring in Accounting from University Malaya. He is a Chartered Accountant and a member of the Malaysian Institute of Accountants. He was a Senior Audit Assistant with Hanafiah Raslan & Mohamad, an associate of Touche Ross International from the period of May 1975 to May 1978. He then joined Esso Production Malaysia Inc. as its Internal Control Supervisor with the Contracts Section until he left in April 1980.

He then became the Finance and Administration Manager with Amanah Saham Mara, a subsidiary of Komplek Kewangan Malaysia Berhad until March 1986 where he was appointed as the Assistant General Manager of Arastu Sdn Bhd, also a subsidiary of Komplek Kewangan Malaysia Berhad, involved in consumer financing business. When

he left Arastu Sdn Bhd in February 1999, he was holding the position of Managing Director. 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 the General Manager, Group Strategic Planning and Business Development until his retirement in June 2007.

Presently, Johari bin Mohd Akhir serves as Consultant to Tricor Corporate Services Sdn Bhd, which is involved in business, corporate and investor services, as Director of BAC Capital Management Sdn Bhd, a financial advisory company licensed by Securities Commission, as Chairman of Konsortium IPTB Sdn Bhd, a company involved in the distribution of fuel products to rural stations in northern, east coast and Sabah and as the Financial Advisor to the Investment Committee of UTEM Holdings Sdn Bhd.

He does not have any family relationship with any director and/or major shareholder of the Company. As his appointment was effected after the financial year end, he did not attend any of the Board meetings held during the period.


Details of membership in Board Committees

Directors Board Committees

Audit Remuneration Nomination Committee Committee Committee

Tan Sri Dato’ Kamaruzzaman Bin Shariff Member Chairman Chairman

Ong Puay Koon - Member Member

Peter John Farrar Chairman - Member

Foong Chee Meng Member

* None of the Directors has any conflict of interest with the Company. * None of the Directors has had convictions for any offences within the past 10 years.


Dato’ Zakri Afandi bin Ismail Malaysian, age 43


Dato’ Zakri Afandi bin Ismail was appointed to the Board on 31 May 2010.

He graduated with a Bachelor’s Degree in Accountancy from Universiti Putra Malaysia. He was an Auditor with Price Waterhouse from the period of 1991 to 1995 and within that period he was also an accounting lecturer with Universiti Teknologi Malaysia. In the year 1996, he left the practice to be the Head of Internal Auditor of EPE Power Corporation

Berhad until 1997. He then joined the Group Corporate Affairs of HBN Management Sdn Bhd until his resignation in the year 1999.

Currently, he sits as a director to various companies incorporated in Malaysia in the business of commercial explosive, maintenance of air traffic radar and aircraft, property development, urban services and plantation and contractor and fabricator for power and general industry.


Sherman Lam Yuen Suen Malaysian, age 36


Sherman Lam Yuen Suen was appointed to the Board on 31 May 2010.

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

In September 1994 he joined Fulton Prebon (M) Sdn Bhd, a subsidiary of Amanah Capital Partners Berhad (a PNB company) as its Dealer for Money Market and Fixed Income, a position he held until August 1997. He left the company to

join 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, Sherman Lam Yuen Suen 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 as well as several other privately-controlled companies involved in property development, property investments, biotechnology and the ICT sector.



The Board of Directors is supportive of the adoption of principles and best practices as enshrined in the Malaysian Code on Corporate Governance (“the Code”) throughout the Group. It is recognized that the adoption of the highest standards of governance is imperative for the protection and enhancement of stakeholders’ value and the performance of the Group. The Board believes that corporate accountability complements business practices that will facilitate the achievement of the Group’s goals and objectives.

The Board is pleased to report on the application of the Code and the extent of compliance with the best practices of the Code as required under the Listing Requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”).

A. BOARD OF DIRECTORS

i. The Board

The Board has the overall stewardship responsibilities of providing strategic leadership, overseeing the business conduct, identification and management of principal risks, and ensuring the adequacy and integrity of internal control systems.

The Board has delegated specific responsibilities to five (5) committees, namely, the Executive Committee, Audit Committee, Remuneration Committee, Nomination Committee and the ESOS Committee, all of which discharge their duties and responsibilities within their respective Terms of Reference. The actual decision is the responsibility of the Board after considering the recommendations of the respective committee.

ii. Board meetings

Board meetings are scheduled in advance of the end of each year to enable Directors to plan ahead for the following year. Meetings are held every quarter and additional meetings are convened as and when necessary. During the financial year ended 31 March 2010, a total of five (5) Board meetings were held. The record of each Director’s attendance at those meetings is as follows: Name of Director No. of meetings attended % of attendance

Tan Sri Dato’ Kamaruzzaman Bin Shariff 5 out of 5 100

Ong Puay Koon 5 out of 5 100

Lim Boon Soon 5 out of 5 100

Ong Choon Lui 5 out of 5 100

Peter John Farrar 4 out of 5 80

Dato’ Ang Liang Kim 3 out of 5 60

Foong Chee Meng 5 out of 5 100

Ahmad Razlan Bin Tan Sri Dato’ Seri Ahmad Razali (vacated office on 25 February 2010) 2 out of 5 40

Toru Tanimoto 4 out of 5 80

Tokumoto Masashi (alternate director to Toru Tanimoto) - -

Johari bin Mohd Akhir (appointed on 31 May 2010) - -

Sherman Lam Yuen Suen (appointed on 31 May 2010) - -

Dato’ Zakri Afandi bin Ismail (appointed on 31 May 2010) - -

Statement on Corporate Governance


iii. Composition of the Board and Board balance

The Board currently comprises eleven (11) Directors of which three (3) are Executive Directors, six (6) are Independent Non-Executive Directors and two (2) Non-Independent Non-Executive Director.

The basis of independence adopted by the Board is in accordance with the definition of Independent Director under the Listing Requirements of Bursa Securities. The main elements of fulfilling the criteria are the appointment of Directors who are not members of management (Non-Executive Directors) and who are free of any relationship which 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 the higher, to be independent directors.

The composition of the Board is well balanced and 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 experience. 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 on pages 8 to 12 of this Annual Report.

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

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 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. Lim Boon Soon, the Group Managing Director/Chief Executive Officer, leads the management in the operation and implementation of Board’s policies and decisions.

iv. Supply of information

Prior to meetings of the Board and Board committees, appropriate documents which include the agenda and reports are circulated to all members. All Directors have full access to information with Board papers distributed in advance of meetings. This ensures that the Directors have time to review the issues to be deliberated at the meetings and also to expedite the decision making process.

Senior management are invited to be present at the 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 Board approval through circulation of Directors’ resolutions.

All Directors have access to the advice and services of the Company Secretary and may also seek independent professional advice, if necessary, at the Company’s expense, in discharging their duties.

v. Board committees

The following Board Committees have been established to assist the Board in the execution of its duties and responsibilities. The functions and terms of reference of the Committees as well as authority delegated by the Board to these Committees are clearly defined.

a. Executive Committee

The Executive Committee comprises the Executive Vice Chairman, Group Managing Director/Chief Executive Officer and Deputy Managing Director/Deputy Chief Executive Officer. Meetings are held on a periodic basis to discuss and review business activities, prospective business and the implementation of strategic and policy decisions of the Group and risk management issues.

Statement on Corporate Governance (cont’d)



b. Audit Committee

The Audit Committee comprises wholly Independent Non-Executive Directors as members.

The Audit Committee reviews issues of accounting policy and presentation for external financial reporting, monitors the work of the internal audit function and ensures an objective and professional relationship is maintained with the external auditors. Its principal function is to assist the Board in maintaining a sound system of internal control. The Audit Committee has full access to the auditors, both internal and external, who, in turn, have access at all times to the Chairman of the Committee. The Committee meets with the external auditors, without any executive present, at least twice a year.

A separate report of the activities of the Audit Committee is set out on pages 18 to 21 of this Annual Report.

c. Nomination Committee

The Nomination Committee has been charged with recommending new candidates to the Board. However, the Board has the final decision on appointments after considering the recommendations of the Committee.

The Nomination Committee will review the required mix of skills, experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board.

d. Remuneration Committee

The Remuneration Committee 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 whilst the Board as a whole determines the fees to be paid to the Non-Executive Directors after receiving the recommendations of the Remuneration Committee. Individual directors do not participate in the discussion of their own remuneration. Fees payable to all Directors are subject to shareholders’ approval at the Annual General Meeting. Details of the Directors’ remuneration are set out in the notes to the financial statements on page 79.

e. Employee Share Option Scheme (“ESOS”) Committee

The ESOS Committee was established to administer the Company’s ESOS. The Committee’s principal function is to ensure that the ESOS is administered in accordance with the by-laws approved by the shareholders of the Company. The present ESOS was implemented on 10 December 2005 and is governed by the by-laws that were approved by the shareholders on 24 August 2005.

During the financial year, no options were granted or exercised.

vi. Appointment and re-election of directors

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

The Articles also provide that one-third of the Directors, inclusive of the Managing Director, are required by rotation to submit themselves once at least in three years for re-election by shareholders at an annual general meeting.

Directors over the age of seventy (70) years are required to submit themselves for re-appointment annually under Section 129(6) of the Companies Act, 1965.


vii. Directors’ training

The Directors are encouraged to attend briefings and seminars to keep abreast with the latest developments in the industry and to enhance their skills and knowledge. The details of the training programme attended by the directors (excluding the newly appointed directors) during the financial year are as follows:

Attended by Topic

Tan Sri Dato’ Kamaruzzaman Bin Shariff MAICSA’s In-House Training: Ong Choon Lui • Roles and Responsibilities of Board Directors Toru Tanimoto • Transactions to look out for when reviewing financial information and FRS 139

Ong Puay Koon (1) MAICSA’s In-House Training: • Roles and Responsibilities of Board Directors • Transactions to look out for when reviewing financial information and FRS 139

(2) Chartered Institute of Management Accounts programme: Enterprise Governance: Restoring Boardroom Leadership

Lim Boon Soon (1) MAICSA’s In-House Training: • Roles and Responsibilities of Board Directors • Transactions to look out for when reviewing financial information and FRS 139

(2) The Institute of Internal Auditors Malaysia Evening Talk on Risk Action Planning: The Missing Element in an ERM Framework

(3) Bursa Malaysia High Level Forum for Directors of Listed Issuers in Enhancing Corporate Governance

Peter John Farrar (1) MAICSA’s In-House Training: • Roles and Responsibilities of Board Directors • Transactions to look out for when reviewing financial information and FRS 139

(2) Bursa Malaysia Evening Talk on Corporate Governance: Why Employee Stock Option Scheme (ESOS) is not the only option

Dato’ Ang Liang Kim and Foong Chee Meng were not able to attend any training during the financial year as they had to attend to other business matters.

The Directors will continue to evaluate the training needed and to attend other relevant training programmes to further enhance their skills and knowledge to keep abreast with the changing business developments relevant to the industry in which the Group is in.



B. SHAREHOLDERS

The Board recognizes the importance of transparency and accountability to its shareholders. Information is disseminated through various disclosures and announcements made to Bursa Securities which includes the quarterly reports and annual report.

The Company’s Annual General Meeting serves as a principal forum for dialogue with the shareholders. At the General Meetings the Board provides opportunities for shareholders to raise questions on the business activities of the Group and its proposed resolutions. The Bursa Malaysia Securities Berhad, through its website at www.bursamalaysia.com, publishes all the Company’s announcements including a full version of the Quarterly Results announcements and the Annual Report. In addition, the Company has its own website at www.bintai.com.my which the shareholders can access for information.

C. ACCOUNTABILITY AND AUDIT

i. Financial reporting

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 accounting standards approved by the Malaysian Accounting Standards Board.

The Board is assisted by the Audit Committee to oversee the Group’s financial reporting processes and the quality of the financial reporting.

ii. Statement of Board of Directors’ responsibility for preparing the financial statements

The statement explaining the Board of Directors’ responsibility for preparing the annual financial statements is set out on page 25 of this Annual Report.

iii. Internal Control

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 explained in greater detail in the Statement on Internal Control set out on pages 22 to 24 of this Annual report.

iv. Relationship with auditors

Through the Audit Committee, the Board maintains a good working relationship with the external auditors and ensures their independence. The Audit Committee reviews the audit plans, scope of audit and audit report as well as their professional fees. The appointment of the external auditors is subject to the approval of the shareholders at the annual general meeting of the Company.

The external auditors are invited to attend the Audit Committee meetings. The external auditors are expected to present their audit plans, to report their findings to the Audit Committee and to discuss on matters that necessitate the Board’s attention.

The Audit Committee also meets with the external auditors, without the presence of the executive directors and management, at least twice a year.



Audit Committee Report

1. MEMBERSHIP AND MEETINGS

The Audit Committee comprises the following members and details of attendance of each member at Committee meetings held during the year are as follows:-

Composition of Audit Committee Total meetings Percentage of attended attendance (%)

Peter John Farrar Chairman/Independent Non-Executive Director 4/4 100

Tan Sri Dato’ Kamaruzzaman Bin Shariff Member/Independent Non-Executive Director 4/4 100 Foong Chee Meng Member/Independent Non-Executive Director 4/4 100

Ahmad Razlan bin Tan Sri Ahmad Razali Member/Independent Non-Executive Director (Vacated office on 25 February 2010) 1/4 25

The Group Financial Controller and Head of Internal Audit were in attendance at each Audit Committee meeting, together with other members of management as appropriate. The external auditors were present at certain meetings to report to the Audit Committee on their activities and other specific issues. The Audit Committee also met twice during the year with the external auditors without management present.

2. TERMS OF REFERENCE

2.1 Objectives

The principal objectives of the Audit Committee are to provide an independent overview of the way in which 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 function 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 Committee seeks to create a climate of discipline and control which will reduce the opportunity for fraud; it reviews high level 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 the Shareholders.

2.2 Criteria for membership

a. The Committee shall be appointed by the Board of Directors and shall consist of not less than three (3) members. All the 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 Committee shall elect a Chairman from among their number who shall be an independent director.


2.2 Criteria for membership (cont’d)

c. At least one member of the Committee must meet the criteria of an Accountant as specified by the Bursa Malaysia Securities Berhad Listing Requirements Paragraph 15.09 (1c).

d. The members shall collectively have knowledge of the industries in which the Group operates.

e. The members shall have the ability to read and understand financial statements, cash flow and key performance indicators.

f. Members shall have the ability to understand key business risks as well as financial risks and related controls.

2.3 Meetings

The Committee shall meet not less than four (4) times a year. A quorum shall consist of two (2) members who are independent directors. Both the Group Financial Controller and Head of Internal Audit shall attend every meeting together with other members of management who shall be invited to attend the meetings as appropriate.

The independent director members of the Committee shall meet the external auditors, the internal auditors or both, without the attendance of other directors and employees of the company, whenever deemed necessary. Minutes of each meeting shall be distributed to each member of the Committee and the Board. The Chairman of the Committee shall report on each meeting to the Board. The Secretary to the Committee shall be the Company Secretary.

2.4 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; and

e. to obtain independent legal or other professional advice it considers necessary.

2.5 Duties and Responsibilities

a. To consider and recommend to the Board the appointment, resignation and / or dismissal of the external auditors, the audit fee and any matters related thereto in respect of the Group and any subsidiary. To discuss the issues and recommendations arising from the interim and final audits and any matter the external auditor may wish to discuss (in the absence of management if necessary).

b. To appoint the Head of Internal Audit and to approve any appointment or termination of senior staff members of the internal audit function. To review any appraisal or assessment of the performance of members of the internal audit function and also to provide a resigning staff member an opportunity to explain such resignation.

Audit Committee Report (cont’d)


c. To review with the external and/or internal auditors:- • the audit plan, its scope and nature. • the system of internal controls and its effectiveness, particularly those relating to areas of significant risk. • any matters arising including auditors’ reports or management letters and any management response. • the adequacy of scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work. • the internal audit programme and consider the major findings of internal audit investigations, management responses thereto and whether or not appropriate action is being taken on the recommendations of internal audit .

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

e. To review with management and/or internal auditors the quarterly, half yearly and yearly unaudited financial statements of the Group and 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 • the going concern assumption • significant and unusual events • compliance with the applicable approved accounting standards • compliance with the Bursa Malaysia Securities Berhad Listing Requirements and other legal requirements.

f. To review with the external auditors the annual financial statements of the Group and the Company and directors’ report, and to recommend them to the Board for approval. g. To review related party transactions 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.

h. To satisfy itself that the allocation of options pursuant to the share scheme for employees was in accordance with the scheme by-laws.

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

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

3. SUMMARY OF ACTIVITIES

During the financial year the Audit Committee carried out the following activities:

3.1 Financial Results a. Reviewed the quarterly unaudited financial results of the Company and the Group with the Group Financial Controller and other management before recommending them for approval by the Board of Directors.

b. Reviewed the annual audited financial statements of the Company and the Group with the external auditors prior to submission to the Board of Directors for their approval. The review was, inter-alia, to ensure compliance with:- • Provisions of the Companies Act, 1965; • Listing Requirements of Bursa Malaysia Securities Berhad (“BMSB”) • Applicable approved accounting standards in Malaysia; and • Other legal and regulatory requirements.



3.2 Internal Audit a. Reviewed and approved the annual internal audit plan. b. Reviewed the internal audit reports, audit recommendations and management’s response to these 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.

3.3 External Audit a. Reviewed with the external auditors: • their audit plan, audit strategy and scope of work for the year; • the results of the annual audit, their audit report and management letter together with management’s responses to the findings of the external auditors.

3.4 Other activities a. Reviewed the related party transactions entered into by the Company and the Group. b. Reviewed compliance with the BMSB Listing Requirements. c. Reviewed status of material litigation.

4. INTERNAL AUDIT FUNCTION

The internal audit function is performed in-house and the cost incurred for the financial year amounted to approximately RM150,000. The Internal Audit Department assists the Audit Committee in the discharge of its duties and responsibilities. Its role is to provide independent and reasonable assurance that the systems of internal controls are adequate and operating effectively.

Further details about the Internal Audit Department are set out in the Statement on Internal Control.



Statement On Internal Control

INTRODUCTION

The Malaysian Code on Corporate Governance stipulates that the Board of Directors of a listed company should maintain a sound system of internal control to safeguard shareholders’ interests and the Group’s assets. The Board of Directors is pleased to provide the following statement, which outlines the nature and scope of internal control, for the financial year ended 31 March 2010. This statement on internal control is made in accordance with Paragraph 15.26 (b) of Bursa Malaysia Securities Berhad (“BMSB”) Listing Requirements and as guided by the BMSB’s Statement on Internal Control: Guidance for Directors of Public Listed Companies.

THE BOARD’S RESPONSIBILITIES

The Board acknowledges its responsibilities for maintaining a sound system of internal control to safeguard shareholders’ interests and the Group’s assets, and for reviewing the adequacy and integrity of the system. However, such a system is designed to manage the Group’s risks within an acceptable tolerance, rather than to eliminate the risk of failure to achieve the business objectives of the Group. Accordingly, it can only provide reasonable but not absolute assurance against material misstatement of management and financial information and records or financial losses or fraud.

THE GROUP’S SYSTEM OF INTERNAL CONTROL

Risk Management

The Board acknowledges that all areas of the Group’s activities involve some degree of risk and is committed to ensuring that the Group has an effective risk management framework which will allow the Group to be able to identify, evaluate and manage risks that might affect the achievement of the Group’s business objectives. The Board has assigned Risk Management responsibilities at Group and subsidiary levels to regularly identify significant risks faced by those entities and review the actions taken to mitigate such risks to an acceptable level.

The Group Board and Audit Committee take an active role in establishing risk management policies and procedures and monitoring their effective implementation. The Group senior management is entrusted by the Board with overall responsibility for overseeing the implementation of risk management activities of the Group. The subsidiary managements assist the Group senior management in overseeing the project and operational risks at subsidiary level.

The Board and management view risk management as a continuous process to identify and mitigate risks. The process to identify and manage key risks within the Group is an integral part of the internal control environment and is continuously reviewed and, where possible, improved upon.

Internal Audit

The Internal Audit Department monitors compliance with policies and procedures and the effectiveness of the operation of the internal control system. Audits are carried out according to the annual audit plan approved by the Audit Committee. It provides the Audit Committee with periodic reports highlighting observations, recommendations and management action plans to improve the system of internal control.


The activities of the Internal Audit Department during the year are summarised below:-

• Prepared the annual audit plan for the approval of the Audit Committee.• Performed risk based audits on strategic business units of the Group, which covered reviews of the internal control system, accounting and management information system.• Conducted special assignments requested by management.• Followed up with management on the status of rectification of audit issues and kept the Audit Committee apprised of the current status.• Followed up on management corrective actions on issues raised by the external auditors.• Furnished quarterly internal audit activity reports to the Audit Committee.• Attended all Audit Committee meetings to table and discuss internal audit reports and followed up on matters raised.

Other key elements of internal control

These include the following:

a. Clearly defined delegation of responsibilities to committees of the Board through their respective terms of reference and to management through the organisational structure and job scope.

b. Key functions such as finance, treasury, tax, procurement and legal matters are controlled centrally.

c. Policy guidelines and authority limits are established for executive directors and management within the Group in respect of day-to-day operations, acquisition and disposal of assets.

d. Policies and procedures of all departments within the main operating subsidiary companies are documented in Operation Manuals.

e. Corporate values, which emphasise ethical behavior and quality of service, are set out in the Employee Handbook. On-going internal and external training is provided to all staff to improve their competencies and skills.

f. The main operating subsidiary company in Malaysia has been accredited with ISO9002 Quality Assurance by BM Trada since 2000 to provide quality assurance to its customers for mechanical and electrical contracting and engineering works. Subsequently, the company has upgraded to ISO9001 : 2000 standard and further expanded the quality scope to include construction and special projects. Internal quality audits to monitor compliance with ISO requirements are carried out according to an approved plan. Non-conformance reports are reviewed by a senior member of management and corrective actions are implemented. g. The Group has established three committees comprised of senior management to ensure effective management and supervision of the Group’s business activities and operations. Each committee conducts separate meetings for the following purposes:-

• ExecutiveCommittee

The meeting is chaired by the Executive Vice Chairman of the Board. The members comprise the Group Managing Director and Deputy Group Managing Director. Meetings are held on a periodic basis to discuss and review business activities, prospective business and the implementation of strategic and policy decisions of the Group and risk management issues.

Statement On Internal Control (cont’d)


• GroupManagementCommittee

The meeting is chaired by the Group Managing Director. The members comprise the Deputy Group Managing Director, Group Financial Controller and Presidents/Chief Executive Officers of the operating subsidiaries. Meetings are held once every two months and when required to review business strategies, project related matters, financial performance, corporate finance and legal matters.

• GroupBusinessDevelopmentCommittee

The meeting is chaired by the Executive Vice Chairman of the Board with membership comprised of the Group Managing Director, Deputy Group Managing Director and the Presidents/Chief Executive Officers of operating subsidiaries. Meetings are held to discuss/review potential projects and their developments.

No material weaknesses have been identified or failures of control arisen which have resulted in any material losses, contingencies or uncertainties that would require disclosure in the Group’s annual report.

The Group’s system of internal control does not apply to associated companies or other investee companies over which the Group does not exercise day to day control.

Statement On Internal Control (cont’d)


The Directors are required by the Companies Act, 1965 to ensure that the financial statements for each financial year have been made out in accordance with applicable Financial Reporting Standards in Malaysia and give a true and fair view of the state of affairs of the Group and Company at the end of the financial year and of the results and cash flows of the Group and Company for the financial year.

In preparing the financial statements for the financial year ended 31 March 2010, 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.

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 profit and loss accounts and balance sheets 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.

Statement On Directors’ Responsibility

Additional Compliance Information

i. Share Buy-back

During the financial year ended 31 March 2010, the Company did not carry out any share buy-back.

ii. Utilization of proceeds

There were no proceeds raised.

iii. Options, Warrants or Convertibles Securities

Other than the existing employees’ share option scheme, the Company did not issue any warrants or convertibles securities. During the financial year, no option was granted and none was exercised.

iv. American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme

During the financial year, the Company did not sponsor any ADR or GDR programme.


v. Imposition of Sanctions and/or Penalties

There was no public sanction and/or penalties imposed on the Company and its subsidiaries, Directors or management by relevant regulatory bodies during the financial year.

vi Non-audit fees paid to External Auditors

There were no non-audit fees paid to the external auditors for the financial year ended 31 March 2010.

vii. Variation in Results

There was no material variance between the audited results for the financial year and the unaudited results previously announced.

viii. Profit Guarantee

During the financial year there were no profit guarantees given by the Company.

ix Revaluation Policy on Landed Properties

The Company does not have a policy to revalue its landed properties.

x. Material Contracts There were no material contracts for the Company and its subsidiaries involving directors either subsisting at the end of the financial year or entered into since the end of the previous financial year.

xi. Recurrent Related Party Transactions Of A Revenue or Trading Nature

The breakdown of the aggregate value of the recurrent related party transactions which the Group has entered into during the financial year ended 31 March 2010, pursuant to the shareholders’ mandate given on 27 August 2009, are set out in Note 35 to the financial statements in this Annual Report.

Additional Compliance Information (cont’d)


Directors’ Report

The Directors have pleasure in submitting their annual report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2010.

Registered Office and Principal� Pl�ace Of Business

The registered office and principal place of business are located at No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul, 51000 Kuala Lumpur.

Principal� Activities

The principal activities of the Company are investment holding and provision of management services to its subsidiary companies. The core activities of the Group are provision of specialised mechanical and electrical engineering services, facilities management services, construction, project management and consultancy services, energy efficient audit and design consultancy, energy performance contracting, property investment and development and investment holding.

There have been no significant changes in the nature of these activities during the financial year under review.

Resul�ts

Group Company RM’000 RM’000

Profit/(Loss) for the financial year 5,399 (9,069)

Attributable to: Equity holders of the Company 368 (9,069)Minority interests 5,031 - 5,399 (9,069)

Dividends

There were no dividends paid or declared by the Company since the end of the last financial year.

Reserves and Provisions

There were no material transfers to or from reserves and provisions during the financial year other than those disclosed in the financial statements.

Issue of Shares and Debentures

During the financial year, no shares or debentures were issued.

Treasury Shares

During the financial year, the Company did not repurchase any of its ordinary shares of RM1.00 each (2009: 1,000 for RM441). None of the shares has been cancelled or resold. These shares are held as treasury shares and as at 31 March 2010 amount to 1,997,600 (2009: 1,997,600) ordinary shares of RM1.00 each. Accordingly, the issued and paid-up share capital of the Company with voting rights as at 31 March 2010 was 101,891,653 (2009: 101,891,653) ordinary shares of RM1.00 each.

The Company will not seek shareholders’ approval for a mandate for share buy back at the forthcoming Annual General Meeting.


Directors’ Report (Cont’d)

Empl�oyee Share Option Scheme

The Company implemented Bintai Kinden Corporation Berhad’s Employee Share Option Scheme (“ESOS”) on 10 December 2005 for a period of five (5) years, expiring on 9 December 2010 and is extendable for a further period of five (5) years at the discretion of the ESOS committee. The ESOS is governed by the by-laws which were approved by the shareholders on 24 August 2005.

The ESOS Committee appointed by the Board of Directors to administer the ESOS, may from time to time offer options to eligible employees of the Group to subscribe for new ordinary shares of RM1.00 each in the Company.

The salient features of the ESOS are as follows:

(a) The maximum number of shares to be offered shall not exceed 15% of the issued and fully paid-up share capital of the Company at any point of time during the existence of the ESOS.

(b) The eligibility for participation in the ESOS is at the discretion of the ESOS Committee. Eligible persons are confirmed employees including full-time executive directors and non-executive directors of the Group who have been employed for a period of at least one (1) year of continuous service on or prior to the date of offer.

(c) Subject to paragraph (d) below, no option shall be granted for less than 100 shares.

(d) In the event of any alteration in the capital structure of the Company except for certain exemptions, adjustments will be made to the option price and/or the number of shares in respect of options granted but not exercised, such that the grantee will be entitled to the same proportion of the issued and paid-up share capital of the Company prior to the event giving rise to such alteration.

(e) The price at which the grantee is entitled to subscribe for each new ordinary share shall be the higher of the following:

(i) at a discount of not more than 10% from the weighted average market price of the ordinary shares for the five (5) market days as shown in the daily official list issued by Bursa Malaysia Securities Berhad immediately preceding the date of offer; or

(ii) the par value of the ordinary shares.

(f) The option granted may be exercised at any time within a period of five (5) years from 10 December 2005.

Information in respect of the number of share options granted under the ESOS and the movement in the year is as follows:

Number of share options 2010 2009 ’000 ’000 At 1 April 9,612 9,656Granted - -Exercised - -Terminated - -Lapsed due to resignation (438) (44)

At 31 March 9,174 9,612

No options were granted during the financial year (2009: Nil) under the ESOS.


Directors

The Directors in office since the date of the last report are:

Tan Sri Dato’ Kamaruzzaman bin Shariff Ong Puay Koon Lim Boon Soon Ong Choon Lui Peter John Farrar Dato’ Ang Liang Kim Foong Chee Meng Ahmad Razlan bin Tan Sri Dato’ Seri Ahmad Razali (Vacated office on 25/2/2010) Toru Tanimoto Tokumoto Masashi (Alternate Director to Toru Tanimoto) Johari Bin Mohd Akhir (Appointed on 31/5/2010) Sherman Lam Yuen Suen (Appointed on 31/5/2010) Dato’ Zakri Afandi Bin Ismail (Appointed on 31/5/2010)

In accordance with Article 97 of the Company’s Articles of Association, Ong Puay Koon, Peter John Farrar and Toru Tanimoto retire from the board by rotation at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

Johari Bin Mohd Akhir, Sherman Lam Yuen Suen and Dato’ Zakri Afandi Bin Ismail, being appointed to the board after the last annual general meeting retire in accordance with Article 102 of the Company’s Articles of Association at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

Directors’ Interests

According to the register of the directors’ shareholdings, the interests of Directors in office at the end of the financial year in shares and options over ordinary shares in the Company are as follows:

Number of ordinary shares of RM1.00 each As at 1/4/2009 Bought Sol�d As at 31/3/2010

Company Direct Interest: Ong Puay Koon 1,645,000 - - 1,645,000 Dato’ Ang Liang Kim 128,125 - - 128,125 Indirect Interest: Ong Puay Koon (a) 22,700,000 - - 22,700,000 Ong Choon Lui (b) 24,345,000 - - 24,345,000

(a) Held by companies in which the Director is deemed to have an interest.(b) Ong Choon Lui is deemed interested in the shares held by Ong Puay Koon by virtue of him being a person connected to Ong Puay Koon.



Number of options over ordinary shares of RM1.00 each As at 1/4/2009 Granted Exercised As at 31/3/2010

ESOS Ong Puay Koon 1,500,000 - - 1,500,000 Dato’ Ang Liang Kim 3,000,000 - - 3,000,000 Ong Choon Lui 1,500,000 - - 1,500,000 Peter John Farrar 300,000 - - 300,000

By virtue of their interests in the shares of the Company, the above Directors were also deemed interested in the shares of the subsidiary companies to the extent the Company has an interest.

Other than as disclosed above, none of the other Directors in office at the end of the financial year had any interest in the shares and options over ordinary shares in the Company or its related corporation during the financial year.

Directors’ Benefits

Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any benefits (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest except as disclosed in Note 35 to the financial statements.

Except for the benefits under the Company’s ESOS, the Company was not a party to any arrangement which object is to enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Other Statutory Information

(a) Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:

(i) 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 had satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

(ii) to ensure that any current assets, which were unlikely to realise their book values as shown in the accounting records in the ordinary course of business have been written down to their estimated realisable value.

(b) At the date of this report, the Directors are not aware of any circumstances which would render:

(i) it necessary to write off any bad debts or the amount of allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the respective financial statements misleading.



Other Statutory Information (Cont’d)

(e) At the date of this report, there does not exist:

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liability of any other person; or

(ii) any contingent liability in respect of the Group or of the Company which has arisen since the end of the financial year except as disclosed in Note 32 to the financial statements.

(f) In the opinion of the Directors:

(i) 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 financial year, which will or may affect the ability of the Group and of the Company to meet their obligations when they fall due;

(ii) the results of the operations of the Group and of the Company during the financial year have not been affected by any item, transaction or event of a material and unusual nature except as disclosed in the income statements; and

(iii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial 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 financial year in which this report is made.

Auditors

The Auditors, GEP Associates, have indicated their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the Directors dated 15 July 2010.

……………………………………….. …………………………………….Lim Boon Soon Ong Choon Lui

Kuala Lumpur

Dated: 15 July 2010



Statement by Directors

Statutory Decl�aration

We, Lim Boon Soon and Ong Choon Lui, being two of the Directors of Bintai Kinden Corporation Berhad, do hereby state that in the opinion of the Directors, the financial statements set out on pages 36 to 91 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2010 and of the results of their operations, changes in equity and the cash flows of the Group and of the Company for the financial year ended on that date.

Signed on behalf of the Board in accordance with a resolution of the Directors dated 15 July 2010.

…………………………………………. ……………………………………..Lim Boon Soon Ong Choon Lui

Kuala Lumpur

Dated: 15 July 2010

I, Sin Yew Seng, being the officer primarily responsible for the financial management of Bintai Kinden Corporation Berhad, do solemnly and sincerely declare that the financial statements set out on pages 36 to 91 are to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )Sin Yew Seng )at Selayang, Selangor ) …………………………………….on 15 July 2010 ) Sin Yew Seng

Before me

Mej. (B) Haider B. Haji Darus(No: B220)COMMISSIONER FOR OATHS No.71, Jalan 2/16, Dataran TemplerBandar Baru Selayang68100 Batu CavesSelangor


REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of Bintai Kinden Corporation Berhad, which comprise the balance sheets as at 31 March 2010 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 36 to 91.

Directors’ Responsibil�ity for the Financial� Statements

The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial 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’ Responsibil�ity

Our responsibility is to express an opinion on these financial 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial 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 financial 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 accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2010 and of their financial performance and cash flows for the 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) 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. b) We have considered the accounts and the Auditors’ Reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 6 to the financial statements. c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

Independent Auditors’ Report to the Members ofBintai Kinden Corporation Berhad


OTHER MATTERS

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.

......................................................... ............................................................. GEP ASSOCIATES ESTHER TAN CHOON HWANo : AF 1030 No : 1023 / 03 / 12 (J)Chartered Accountants Chartered Accountant

Petaling Jaya

Dated : 15 July 2010

Independent Auditors’ Report to the Members ofBintai Kinden Corporation Berhad (Cont’d)


Group Company Note 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 (Restated) (Restated)

ASSETS Non-current Assets Property, plant and equipment 3 5,534 6,674 - - Investment properties 4 7,498 8,858 2,784 2,784 Prepaid land lease payments 5 586 594 - - Investments in subsidiaries 6 - - 80,594 83,135 Investments in associates 7 3,298 209 - - Other investments 8 3,378 4,312 2,481 3,880 Long term receivables 9 61,003 69,261 23,893 27,525 Deferred tax assets 10 - - - -

81,297 89,908 109,752 117,324

Current Assets Property development costs 11 12,226 12,201 - - Amounts due from contract customers 12 32,413 69,254 - - Inventories 13 1,781 2,111 - - Receivables 14 245,796 288,151 13,739 25,188 Tax recoverable 34 3 - - Cash and bank balances 15 48,606 45,425 88 69

340,856 417,145 13,827 25,257

Non-current assets held for sale - 1,082 - -

340,856 418,227 13,827 25,257 Total� Assets 422,153 508,135 123,579 142,581

Bal�ance Sheets as at 31 March 2010


Bal�ance Sheets as at 31 March 2010 (Cont’d)

Group Company Note 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 (Restated) (Restated)

EQUITY AND LIABILITIES Equity attributabl�e to equity hol�dersof the Company Share capital 16 103,889 103,889 103,889 103,889 Reserves 17 (40,679) (39,556) (2,747) 6,322

63,210 64,333 101,142 110,211 Minority Interests 7,156 1,300 - -

Total� Equity 70,366 65,633 101,142 110,211 Non-current Liabil�ities Borrowings 18 51,907 28,664 - - Current Liabil�ities Amounts due to contract customers 12 43,018 7,543 - - Payables 21 122,654 257,704 22,437 32,370 Provision for warranty 22 4,554 4,745 - - Borrowings 18 127,261 143,824 - - Provision for taxation 2,393 22 - -

299,880 413,838 22,437 32,370 Total� Liabil�ities 351,787 442,502 22,437 32,370 Total� Equity and Liabil�ities 422,153 508,135 123,579 142,581

The accompanying notes form an integral part of the financial statements.


Group Company Note 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 CONTINUING OPERATIONS Revenue 23 376,421 187,248 1,800 1,887Cost of sales 23 (342,140) (150,011) - -

Gross profit 34,281 37,237 1,800 1,887 Other income 5,476 3,612 - 382Administrative expenses (28,719) (28,943) (10,869) (6,373)

Profit/(Loss) from operations 24 11,038 11,906 (9,069) (4,104) Finance costs 27 (6,252) (6,476) - -Share of results of associates 3,089 209 - -

Profit/(Loss) before taxation 7,875 5,639 (9,069) (4,104)Income tax expense 28 (2,476) (235) - 182

Profit/(Loss) for the year 5,399 5,404 (9,069) (3,922) Attributabl�e to: Equity holders of the Company 368 4,104 (9,069) (3,922)Minority Interests 5,031 1,300 - -

5,399 5,404 (9,069) (3,922) Earnings per share attributabl�e toequity hol�ders of the Company: Basic earnings per share (sen) 29 0.36 4.03

Dil�uted earnings per share (sen) 29 0.36 4.03

Dividend per share (sen) 30 - -

Income Statementsfor the year ended 31 March 2010



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Cash Fl�ow from Operating Activities: Profit/(Loss) before taxation 7,875 5,639 (9,069) (4,104)Adjustments for: Allowance/(Reversal) for doubtful debts 11,818 (3,741) 2,688 - Amortisation of prepaid land lease payments 8 6 - - Bad debts recovered (9) (46) - - Bad debts written off 6 10,941 - - Depreciation 1,005 996 - - Dividend income (1) (1) - - Loss on unrealised exchange differences - 4 - - Fair value loss of investment properties - 231 - - Property, plant and equipment written off 40 - - - Gain on disposal of investment properties (129) - - - (Gain)/Loss on partial disposal of subsidiary (301) - 1,825 - Gain on disposal of property, plant and equipment (2,559) (82) - - Gain on disposal of non-current asset held for sale (1) (36) - - Impairment loss on other investments 1,361 2,513 1,399 2,488 Other investments written off 38 - - - Interest expense 6,252 6,476 - - Interest income (840) (782) - (1) Share of results of associates (3,089) (209) - - Provision for warranty (191) 2,411 - -

Operating cash flow before changes in working capital 21,283 24,320 (3,157) (1,617)

Increase in property development costs (25) (4,809) - - Decrease in inventories 330 1,686 - - (Increase)/Decrease in receivables (14,338) (80,717) 12,393 590 (Decrease)/Increase in payables (8,028) 79,737 (9,933) (432) (22,061) (4,103) 2,460 158

Cash (used in)/generated from operations (778) 20,217 (697) (1,459) Interest paid (6,252) (6,476) - - Income tax refund - 4,662 - 1,390 Income tax paid (43) (473) - (338)

Net cash (used in)/generated from operating activities (7,073) 17,930 (697) (407)

Cash Fl�ow Statements for the year ended 31 March 2010



Cash Fl�ow from Investing Activities: Interest received 57 771 - 1 Dividend received 1 1 - - Proceeds from issuance of shares to minority interests 1 - - - Proceeds from partial disposal of subsidiary 716 - 716 - Proceeds from disposal of non-current assets held for sale 1,083 266 - - Proceeds from disposal of investment properties 1,489 - - - Proceeds from disposal of property, plant and equipment 3,539 240 - - Purchase of other investments (465) - - - Purchase of property, plant and equipment (892) (764) - -

Net cash generated from investing activities 5,529 514 716 1 Cash Fl�ow from Financing Activities: Fixed deposits pledged with financial institutions (5,750) (2,949) - - Proceeds from borrowings 86,520 41,967 - - Repayments of borrowings (70,665) (48,236) - - Purchase of treasury shares - (1) - (1) Proceeds from hire purchase payables 709 311 - - Repayments to hire purchase payables (626) (227) - -

Net cash generated from/(used in) financing activities 10,188 (9,135) - (1)

Effect of foreign exchange differences (1,879) 142 - - Net increase/(decrease) in cash and cash equival�ents 8,644 9,309 19 (407)Cash and cash equivalents at 1 April (19,132) (28,583) 69 476

Cash and cash equival�ents at 31 March (12,367) (19,132) 88 69 Represented by: Cash and bank balances (Note 15) 48,606 45,425 88 69 Bank overdraft (Note 18) (51,896) (61,140) - - Less: Deposits pledged with financial institutions (9,077) (3,417) - -

(12,367) (19,132) 88 69

Cash Fl�ow Statements for the year ended 31 March 2010 (Cont’d)



1. CORPORATE INFORMATION The principal activities of the Company are investment holding and provision of management services to its subsidiaries. The principal activities of the Group comprise provision of specialised mechanical and electrical engineering services, facilities management services, construction, project management and consultancy services, energy efficient audit and design consultancy, energy performance contracting, property investment and development and investment holding as disclosed in Note 6 to the financial statements.

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Board of Bursa Malaysia Securities Berhad. It is not a subsidiary of another company. The registered office and principal place of business of the Company are located at No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul, 51000 Kuala Lumpur.

The financial statements are presented in Ringgit Malaysia (“RM”) and all values are rounded to the nearest thousand (“RM’000”).

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors dated 15 July 2010.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following accounting policies have been applied consistently for all financial years presented and in dealing with items that are considered material in relation to the financial statements unless otherwise stated.

2.1 Basis of preparation The financial statements of the Group and the Company have been prepared under the historical cost convention, unless indicated otherwise in the individual policy statements set out below. The financial statements of the Group and the Company comply with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia. The financial statements also comply with the applicable disclosure provisions of the Listing Requirements of Bursa Malaysia Securities Berhad.

The preparation of financial statements in conformity with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported financial year. It also requires Directors to exercise their judgements in the process of applying the Group’s and the Company’s accounting policies. Although these estimates and assumptions are based on Directors’ best knowledge of current events and actions, actual results may ultimately differ from those estimates.

Critical accounting estimates and assumptions used that are significant to the financial statements, and the areas that involved a high degree of judgement and complexity in applying the Group’s accounting policies, are disclosed in Note 2.3 to the financial statements.

The financial statements comply with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards (“FRSs”) in Malaysia.

2.2 Changes in accounting pol�icies

The Group and the Company have not early adopted the following new and revised FRSs, Issues Committee Interpretations (“IC Int.”) and amendments to FRSs which are mandatory for financial periods beginning on or after the respective dates as follows :-

(a) Financial� periods beginning on or after 1 Jul�y 2009 FRS 8 : Operating Segments

Notes to the Financial� Statements – 31 March 2010


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

2.2 Changes in accounting pol�icies (Cont’d) (b) Financial� periods beginning on or after 1 January 2010 (i) FRS 4 : Insurance Contracts (ii) FRS 7 : Financial Instruments : Disclosures (iii) FRS 101 : Presentation of Financial Statements (Revised 2009) (iv) FRS 123 : Borrowing Costs (v) FRS 139 : Financial Instruments : Recognition and Measurement (vi) IC Int. 9 : Reassessment of Embedded Derivatives (vii) IC Int. 10 : Interim Financial Reporting and Impairment (viii) IC Int. 11 : FRS 2 - Group and Treasury Share Transactions (ix) IC Int. 13 : Customer Loyalty Programmes (x) IC Int. 14 : FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction 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 2 Share-based Payment - Vesting conditions and Cancellations

Amendments to FRS 132 Financial Instruments : Presentation

Amendments to FRS 139 Financial Instruments : Recognition and Measurement, FRS 7 Financial Instruments : Disclosures and IC Int. 9 Reassessment of Embedded Derivatives

Amendments to FRSs contained in the document entitled “Improvements to FRSs (2009)”

(c) Financial� periods beginning on or after 1 March 2010

Amendments to FRS 132 Financial Instruments : Presentation – Classification of Rights Issues

(d) Financial� periods beginning on or after 1 Jul�y 2010 (i) FRS 1 : First-time Adoption of Financial Reporting Standards (Revised 2010) (ii) FRS 3 : Business Combinations (Revised 2010) (iii) FRS 127 : Consolidated and Separate Financial Statements (Revised 2010) (iv) IC Int. 12 : Service Concession Arrangements (v) IC Int. 15 : Agreements for the Construction of Real Estate (vi) IC Int. 16 : Hedges of a Net Investment in a Foreign Operation (vii) IC Int. 17 : Distributions of Non-cash Assets to Owners Amendments to FRS 2 Share-based Payment Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations Amendments to FRS 138 Intangible Assets Amendments to IC Int. 9 Reassessment of Embedded Derivatives (e) Financial� periods beginning on or after 1 January 2011 Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters (Amendment to FRS 1)

Improving Disclosures about Financial Instruments (Amendments to FRS 7)

Notes to the Financial� Statements – 31 March 2010 (Cont’d)




2.2 Changes in accounting pol�icies (Cont’d)

The Group and the Company plan to adopt the above pronouncements when they become effective in the respective financial period. Unless otherwise described below, these pronouncements are expected to have no significant impact to the financial statements of the Group and of the Company upon their initial application:- (i) FRS 3 : Business Combinations (revised) and FRS I27 : Consolidated and Separate Financial Statements (amended) FRS 3 (revised) introduces a number of changes to the accounting for business combinations occurring on or after 1 July 2010. These include changes that affect the valuation of non-controlling interest, the accounting for transaction costs, the initial recognition and subsequent measurement of a contingent consideration and business combinations achieved in stages. These changes will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs and future reported results.

FRS I27 (amended) requires that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as a transaction with owners in their capacity as owners and to be recorded in equity. Therefore, such transaction will no longer give rise to goodwill, nor will it give rise to a gain or loss. Furthermore, the amended Standard changes the accounting for losses incurred by the subsidiary as well as loss of control of a subsidiary.

The changes by FRS 3 (revised) and FRS I27 (amended) will be applied prospectively and only affect future acquisition or loss of control of subsidiaries and transactions with non-controlling interests. (ii) FRS 8 : Operating Segment FRS 8 replaces FRS 1142004: Segment Reporting and requires a ‘management approach’, under which segment information is presented on a similar basis to that used for internal reporting purposes. As a result, the Group’s external segmental reporting will be based on the internal reporting to the “chief operating decision maker”, who makes decisions on the allocation of resources and assesses the performance of the reportable segments. As this is a disclosure standard, there will be no impact on the financial position or results of the Group. (iii) FRS 101 : Presentation of Financial Statements (revised) The revised FRS 101 separates owner and non-owner changes in equity. Therefore, the consolidated statement of changes in equity will now include only details of transactions with owners. All non-owner changes in equity are presented as a single line labelled as total comprehensive income. The standard also introduces the statement of comprehensive income: presenting all items of income and expenses recognised in the income statement, together with all other items of recognised income and expense, either in one single statement, or in two linked statements. The Group is currently evaluating the format to adopt. In addition, a statement of financial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the reclassification of items in the financial statements. This revised FRS does not have any impact on the financial position and results of the Group and the Company. (iv) FRS 123 : Borrowing Costs This standard supersedes FRS 1232004: Borrowing Costs that removes the option of expensing borrowing costs and requires capitalisation of such costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Other borrowing costs are recognised as an expense.




2.2 Changes in accounting pol�icies (Cont’d) (v) FRS 139 : Financial Instruments : Recognition and Measurement, FRS 7 : Financial Instruments : Disclosures and Amendments to FRS I39 : Financial Instruments : Recognition and Measurement, FRS 7 Financial Instruments : Disclosures

The new standard on FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. Requirements for presenting information about financial instruments are in FRS I32 : Financial Instruments : Presentation and the requirements for disclosing information about financial instruments are in FRS 7 : Financial Instruments : Disclosures

FRS 7 is a new standard that requires new disclosures in relation to financial instruments. The standard is considered to result in increased disclosures, both quantitative and qualitative of the Group’s and Company’s exposure to risks, enhanced disclosure regarding components of the Group’s and Company’s financial position and performance, and possible changes to the way of presenting certain items in the financial statements.

The Group and the Company are exempted from disclosing the possible impact to the financial statements upon the initial application of these standards in accordance with the respective transitional provisions. (vi) IC Interpretation 10 : Interim Financial Reporting and Impairment This IC prohibits impairment losses recognised in an interim period on goodwill and investments in equity instruments and in financial assets carried at cost to be reversed at a subsequent balance sheet date. (vii) IC Interpretation 11 : FRS 2 : Group and Treasury Share Transactions This IC provides guidance on whether share-based transactions involving treasury shares or involving group entities (for example, options over a parent’s shares) should be accounted for as equity-settled or cash-settled share-based payment transactions in the stand-alone accounts of the parent and group companies. (viii) IC Interpretation 15 : Agreements for the Construction of Real Estate This IC requires that when the real estate developer is providing construction services to the buyer’s specifications, revenue can be recorded only as construction progresses. Otherwise, revenue should be recognised on completion of the relevant real estate unit. The Group’s current revenue recognition policy for the sales of development properties are recognised in the income statement by using the stage of completion method as described in Note 2.4(v)(ii) to the financial statements. The Group is currently assessing the impact of the adoption of this interpretation.

(ix) Amendments to FRSs ‘Improvements to FRSs (2OO9)’

The ‘Improvements to FRSs (2OO9)’ contains amendments to several FRSs as described below:- - FRS 7: Financial Instruments: Disclosures clarifies on the presentation of finance costs whereby interest income is not a component of finance costs. - FRS 8 : Operating Segments clarifies that segment assets and liabilities need only be reported when those assets and liabilities are included in measures of segment profit or loss that are reviewed or otherwise regularly used by the ‘chief operating decision maker’. - FRS 101 : Presentation of Financial Statements clarifies that assets and liabilities classified as held for trading in accordance with FRS 139 Financial Instruments : Recognition and Measurement are not automatically classified as current in the balance sheet. The amendment further clarifies that the classification of the liability component of a convertible instrument as current or non-current is not affected by the terms that could, at the option of the holder, result in settlement of the liability by the issue of equity instruments.





(ix) Amendments to FRSs ‘Improvements to FRSs (2OO9)’ (Cont’d)

- FRS 107 : Statement of Cash Flows (formerly known as Cash Flow Statements) clarifies that only expenditures that result in a recognised asset in the statement of financial position can be classified as investing activities in the statement of cash flows. - FRS 110 : Events after the Reporting Period (formerly known as Events After the Balance Sheet Date) reinforces existing guidance that a dividend declared after the reporting date is not a liability of an entity at that date given that there is no obligation at that time. - FRS 116: Property, Plant and Equipment replaces the term “net selling price” with “fair value less costs to sell”. It also clarifies that items of property, plant and equipment held for rental that are routinely sold in the ordinary course of business after rental, are transferred to inventory when rental ceases and they are held for sale. This did not result in any reclassification. - FRS 117: Leases clarifies that the default classification of the land element in a land and building lease is no longer an operating lease. As a result, leases of land should be classified as either finance or operating, using the general principles of FRS 117. - FRS 118: Revenue provides additional guidance on whether an entity is acting as a principal or an agent. It also aligns the definition of costs incurred in originating a financial asset that should be deferred and recognised as an adjustment to the effective interest by replacing the term ‘direct costs’ with ‘transaction costs’ as defined in FRS 139.

- FRS 119 : Employee Benefits revises the definition of ‘past service costs’, ‘return on plan assets’ and ‘short term’ and ‘other long-term’ employee benefits. It clarifies that the costs of administering the plan may be either recognised in the rate of return on plan assets or included in the actuarial assumptions used to measure the defined benefit obligation. The amendment further clarifies that amendment to plans that result in a reduction in benefits related to future services are curtailments. It also deleted the reference to the recognition of contingent liabilities to ensure consistency with FRS I37 : Provisions, Contingent Liabilities and Contingent Assets. - FRS 123: Borrowing Costs aligns the definition of borrowing costs with FRS I39 by referring to the use of effective interest rate as a component of borrowing cost. - FRS 127: Consolidated and Separate Financial Statements clarifies that when a parent entity accounts for a subsidiary at fair value in accordance with FRS 130 in its separate financial statements, this treatment continues when the subsidiary is subsequently classified as held for sale. - FRS 134 : Interim Financial Reporting clarifies that earnings per share is disclosed in interim financial reports if an entity is within the scope of FRS I33 : Earnings Per Share.

- FRS 136: Impairment of Assets clarifies that when discounted cash flows are used to estimate ‘fair value less cost to sell’ additional disclosure is required about the discount rate, consistent with disclosures required when the discounted cash flows are used to estimate ‘value in use’. The amendment further clarifies that the largest cash-generating unit for group of units to which goodwill should be allocated for purposes of impairment testing is an operating segment as defined in FRS 8.




(ix) Amendments to FRSs ‘Improvements to FRSs (2OO9)’ (Cont’d) - FRS 139: Financial Instruments: Recognition and Measurement clarifies that changes in circumstances relating to derivatives are not reclassifications and therefore may be either removed from, or included in, the ‘fair value through profit or loss’ classification after initial recognition. The amendments remove the reference in FRS I39 to a ‘segment’ when determining whether an instrument qualifies as a hedge and require the use of the revised effective interest rate when remeasuring a debt instrument on the cessation of fair value hedge accounting. The Group and the Company are exempted from disclosing the possible impact to the financial statements upon the initial application of this standard. - FRS 140: Investment Property requires property under construction or development for future use as an investment property is classified as investment property. Where the fair value model is applied, such property is measured at fair value. If fair value cannot be reliably determined, the investment under construction will be measured at cost until such time as fair value can be determined or construction is completed. The Group has previously accounted for such assets using the cost model. The amendment also includes changes in terminology in the standard to be consistent with FRS 108.

2.3 Critical� judgements and key sources of estimation uncertainty

(a) Critical� judgements made in appl�ying accounting pol�icies Judgement is often required in the determination and application of the Group’s accounting policies whereby the choice of a specific policy could materially affect the reported results and financial position of the Group and the Company. During the financial year, there are no instances where an application of judgement in determining and applying accounting policies of the Group and the Company is expected to have a significant effect on the amounts recognised in the financial statements. (b) Critical� accounting estimates and judgements The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: (i) Construction contracts and property devel�opment The Group recognises contract and property development revenue to the extent of contract costs incurred where it is probable that those costs will be recovered or based on the stage of completion method. The stage of completion is measured by reference to the proportion of the contract costs or property development costs incurred for work performed compared to the estimated total contract costs or property development costs respectively.

Significant judgement is required in determining the stage of completion, the extent of the contract costs or property development costs incurred, the estimated total contract cost or total property development cost, as well as recoverability of contract cost or development cost. In making the judgement, the management’s evaluation relies on past experience and/or the work of specialists. (ii) Al�l�owance for doubtful� debts

The Group makes allowance for doubtful debts based on an assessment of the recoverability of receivables. Allowances are provided against receivables where events or changes in circumstances indicate that the carrying amounts may not be fully recoverable. Management takes into consideration specifically debtors’ financial standing, customers’ creditworthiness and payment trend, current economic trends and any other related information when making a judgement to evaluate the need for and the adequacy of the allowance of doubtful debts.




2.3 Critical� judgements and key sources of estimation uncertainty (Cont’d)

(iii) Taxation

Significant judgement is required in determining the provision for taxation. The Group recognises tax liabilities based on the estimated assessment of the tax liability due, computed based on prevailing assumptions on taxability of income and expenses of the Group’s companies. As ultimate tax determination of certain transactions and expenses is uncertain during the ordinary course of business, the final tax assessment may be significantly different from the amount of tax liability provided in the financial statements, and this will in turn impact the results and financial position of the Group.

Deferred tax assets are recognised for all unutilised tax losses and unabsorbed capital allowances to the extent that it is probable that future taxable profit will be available to utilise these tax losses and capital allowances. Significant judgement is required, based on the likely timing and level of future profit, in determining the amount of deferred tax assets to be recognised.

(iv) Useful� l�ives of property, pl�ant and equipment

The cost of property (excluding freehold land), plant and equipment is depreciated on a straight line basis over their economic useful lives. The economic useful lives, being the period over which the assets are expected to be available for use, are reviewed and updated annually to reflect the current expectation. Changes in pattern of use, physical wear and tear, technical and commercial obsolescence and other factors could impact the economic useful lives and residual values of these assets, and therefore future depreciation charges of the assets could be revised accordingly.

(v) Impairment of assets

When there is an indication that the carrying amount of an asset may be impaired, the asset’s recoverable amount, being the higher of its fair value less costs to sell and its value in use, will be assessed. The assessment of recoverable amounts involves various methodologies.

Fair value of an asset is estimated by reference to dealer’s quotation, recent market transactions involving similar assets in the surrounding areas or base on prevailing market value determined by professional valuers.

In determining the value in use of an asset, being the future economic benefits to be expected from its continued use and ultimate disposal, the Group makes estimates and assumptions that required significant judgements and estimates. While the Group believes these estimates and assumptions to be reasonable and appropriate, changes in these estimates and assumptions of value in use could impact the Group’s financial position and results.

2.4 Significant accounting pol�icies

(a) Basis of consol�idation The consolidated financial statements comprise the financial statements of the Company and all its subsidiaries made up to the end of the financial year. Subsidiaries are consolidated from the date on which the Group obtained control, and continue to be consolidated until the date that such control ceases.

Subsidiaries are consolidated using the acquisition method of accounting. The cost of an acquisition is the aggregate fair value, measured at the acquisition date, of the assets given, liabilities incurred or assumed, and equity instruments issued plus cost directly attributable to the acquisition. The identifiable assets, liabilities and contingent liabilities acquired are measured initially at their fair value at the date of acquisition. The excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree is reflected as goodwill. Any excess in the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in the income statement.




2.4 Significant accounting pol�icies (Cont’d)

(a) Basis of consol�idation (Cont’d) Minority interests represent the portion of profit or loss and net assets in subsidiaries attributable to the equity holders that are not owned by the Company, directly or indirectly through subsidiaries. It is measured as the minorities’ share of the fair value of the identifiable assets and liabilities of the subsidiaries at the acquisition date plus the minorities’ share of the changes in the subsidiaries’ equity since that date.

Intra-group transactions, balances and unrealised gains on intra-group transactions are eliminated in full on consolidation. Unrealised losses resulting from intra-group transactions are also eliminated but only to the extent that there is no evidence of impairment. Uniform accounting policies are adopted in the consolidated financial statements for transactions in similar circumstances.

The gain or loss on disposal of a subsidiary, being the difference between the net disposal proceeds and the Group’s share of the subsidiary’s net assets on the date of disposal, is recognised in the consolidated income statement.

(b) Subsidiaries Subsidiaries are entities in which the Group has the ability to exercise control over the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity.

In the Company’s separate financial statements, investments in subsidiaries are stated at cost less accumulated impairment losses. On disposal of an investment in subsidiary, the difference between the net disposal proceeds and the carrying amount is included in the income statement.

(c) Associates Associates are entities in which the Group exercises significant influence, but not control over the financial and operating policy decisions, and which are neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not in control or joint control over those policies. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting. The Group equity accounts for its share of the results and reserves of the associates from the date that the significant influence commences until the date that significant influence ceases.

Under the equity method, an investment in an associate is carried in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Group’s share of net assets of the associate. The Group’s share of net profit or loss of the associate is recognised in the consolidated income statement, and its share of post- acquisition movements in reserves is recognised in reserves. In applying the equity method, unrealised gains and losses on transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate. After application of equity accounting, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associate.

When the Group’s share of losses exceeds its interest in an equity accounted associate, including any long term investment that in substance forms part of the Group’s net investment in the associate, the Group does not recognise further losses except to the extent that the Group has incurred obligations or made payment on behalf of the associate.






(c) Associates (Cont’d)

Goodwill relating to an associate is included in the carrying amount of the investment in associate, and is subject to annual impairment test.

The most recent available audited financial statements of the associates and their latest management accounts made up to the end of the accounting period, where necessary, are used by the Group to equity account for its interest in the associates. Adjustments are made to the associates’ financial statements to ensure consistency with the accounting policies of the Group.

(d) Goodwil�l� Goodwill acquired in a business combination is the excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree, and is initially measured at cost. The excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree over the cost of the acquisition is credited to the consolidated income statement in the year of acquisition.

Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is subjected to an annual impairment test, or more frequently, if events and changes in circumstances indicate that it might be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

For the purpose of an impairment test, from the acquisition date, goodwill is allocated to cash generating units within the Group that are expected to benefit from the synergy of the business combination, irrespective of whether the assets or liabilities of the acquirers are assigned to those cash generating units. Each of the cash generating units to which the goodwill has been allocated is tested for impairment. Impairment losses recognised in respect of a cash generating unit are allocated firstly to reduce the carrying amount of any goodwill allocated to the unit and, thereafter, to reduce the carrying amounts of the other assets in the unit on a pro-rata basis.

(e) Property, pl�ant and equipment Property, plant and equipment are initially stated at cost. Subsequent cost, when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably, is included in the asset’s carrying amount or recognised as a separate asset, as appropriate. The carrying amount of a replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Freehold land is not amortised as it has an infinite life. Depreciation of other property, plant and equipment is provided for on a straight line basis to write off the cost of each asset to its residual value over the estimated useful life of the asset concerned.

The principal annual rates of depreciation used are as follows:

Buildings 2% Motor vehicles 12.5-20% Office equipment, furniture and fittings 5-40% Office renovation 10-33.33%




(e) Property, pl�ant and equipment (Cont’d) The residual value, useful life and depreciation method are subject to annual review and adjusted if appropriate, at each balance sheet date.

Fully depreciated assets are retained in accounts until the assets are no longer in use. An item of asset is derecognised upon disposal or when no future economic benefits are expected from its use or subsequent disposal. Any resulting gain and loss arising thereon is included in the income statement in the year the asset is derecognised.

(f) Investment properties Investment properties are properties which are held for long term rental yields or capital appreciation or both and are not occupied by the Group. The Group and the Company have adopted the fair value model to account for these assets.

Investment properties are initially recognised at cost, including transaction costs. Subsequent to initial recognition, the investment properties are measured at fair value. Fair value is the amount at which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction and is arrived at by reference to market evidence of transaction prices for similar properties. Gains and losses arising from changes in the fair values of investment properties are recognised in the income statement in the year in which they arise.

An interest in property held under an operating lease which meets the requirements of an investment property is classified and accounted for as an investment property on a property-by-property basis using the fair value model when it is held for rental yields or capital appreciation, or both.

An investment property is derecognised on disposal, or when it is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss from the disposal or retirement of an investment property is credited or charged to the income statement in the year in which it arises.

The Directors estimate the fair value of the investment property based on comparable market value of similar property that could be exchanged on the date of valuation between knowledgeable, willing parties in an arm’s length transaction.

(g) Investments

Non-current investments are stated at cost less accumulated impairment losses. On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is recognised in the income statement.

(h) Leases

A lease is an agreement whereby the lessor conveys to the lessee the right to use an asset for an agreed period in return for rent.





(h) Leases (Cont’d)

(i) Cl�assification A lease is recognised as a finance lease if it transfers to the Group substantially all the risks and rewards incidental to ownership. A lease that does not transfer substantially all the risks and rewards incidental to ownership to the Group is classified as operating lease.

Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets and the land and building elements of a lease of land and buildings are considered separately for the purposes of lease classification. For this purpose, the minimum lease payments are allocated between land and building elements in proportion to their respective fair values at the inception of the lease. Land held for own use under an operating lease, the fair value of which cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a finance lease, unless the building is also clearly held under an operating lease.

Interest in property held under an operating lease classified as investment property is accounted for as if it is a finance lease in accordance with the accounting policy on investment property as disclosed in Note 2.4(f) to the financial statements.

(ii) Finance l�eases An asset acquired by way of a finance lease (including hire purchase agreement) is capitalised as property, plant and equipment at an amount equal to the lower of its fair value and the present value of minimum lease payments, at the inception of the lease. The corresponding liability is accounted for as a lease payable in the balance sheet. The asset so capitalised is depreciated and subject to annual impairment review in accordance with the accounting policy on property, plant and equipment. 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 asset.

Periodic lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total lease commitments and the fair value of the asset acquired are recognised in the income statement over the lease term so as to produce a constant periodic rate of charge on the remaining balance of the obligation for each accounting period; finance charges payable under a hire purchase agreement are recognised in the income statement to give a constant rate of charge over the balance of the hire purchase liability.

(iii) Operating l�eases An operating lease is accounted for in the same way as a rental agreement. The lease payments are charged to the income statement on a straight line basis over the lease term, unless a systematic basis representative of the time pattern of the user’s benefit is adopted.

In the case of land and buildings, the up-front payments made represent prepaid lease payments and are amortised on a straight-line basis over the term of the lease.






(i) Impairment of assets

The carrying amounts of assets, other than investment properties, construction contract assets, property development costs, inventories, deferred tax assets and non-current assets (or disposal groups) held for sale, are reviewed at each balance sheet date to determine whether there is any indication of impairment. Whenever there is indication of impairment, the recoverable amount of the asset is estimated to determine the impairment loss, if any. An impairment loss is recognised if the carrying amount of an asset or its cash generating unit exceeds the recoverable amount. Impairment loss is recognised in the income statement in the period in which it arises.

An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use. The fair value of an asset is the amount at which the asset can be exchanged between knowledgeable, willing parties in an arm’s length transaction. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risk specific to the asset.

Recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In the latter scenario, recoverable amount is determined with respect to the cash generating unit to which the asset belongs. A cash generating unit is the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses recognised in respect of a cash generating unit are allocated to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of the asset is increased to its revised recoverable amount, to the extent of the carrying amount of the asset that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised. A reversal of impairment loss is recognised in the income statement.

(j) Property devel�opment costs Property development costs comprise costs associated with acquisition of land and all costs directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the income statement by using the stage of completion method. The stage of completion is measured by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. When the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that it is probable will be recoverable. 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 income statement over billings to purchasers is classified as accrued billings within trade and other receivables and the excess of billings to purchasers over revenue recognised in the income statement is classified as progress billings within trade and other payables.





(k) Inventories Inventories are measured at the lower of cost and net realisable value:

(i) Compl�eted properties

Cost of completed properties is determined on a specific identification basis and comprises the proportionate cost of land and related development costs.

(ii) Raw material�s

Cost of raw materials is determined on the weighted average basis and comprises the original cost of purchase plus the cost of bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated selling expenses.

(l�) Receivabl�es

Receivables are stated at anticipated realisable value. Bad debts are written off in the period they are identified. Allowance for doubtful debts is made based on a review of all outstanding amounts as at the balance sheet date.

(m) Construction contracts When the outcome of a construction contract can be reliably estimated, contract revenue and costs are recognised as revenue and expenses respectively using the stage of completion method. The stage of completion is measured by reference to the proportion of the contract costs incurred for work performed to date in relation to the estimated total contract costs.

When the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of the costs incurred that it is probable will be recoverable. Contract costs are recognised in the period in which they are incurred. When it is probable that the total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. Variation in contract works, claim and incentive payments are included to the extent they have been agreed with the customers. Construction costs include direct material, labour, subcontractor costs and attributable overhead.

When costs incurred on construction contracts plus recognised profits (less recognised losses) exceed progress billings, the balance is shown as amount due from contract customers. When progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as amount due to contract customers.

(n) Non-current assets hel�d for sal�e

A non-current asset, or a disposal group, is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The condition for this classification is considered as met only when the asset, or disposal group, is available for immediate sale in its present condition subject to terms that are usual and customary, and that the sale is highly probable. A disposal group refers to a group of assets and the directly associated liabilities to be disposed of together as a group, by sale or otherwise, in a single transaction.





(n) Non-current assets hel�d for sal�e (Cont’d)

Immediately prior to being classified as held for sale, the carrying amount of a non-current asset (or all the assets and liabilities of a disposal group) is brought up-to-date in accordance with the applicable FRS. Upon initial classification, the non-current asset or disposal group is measured at the lower of its carrying amount and fair value less costs to sell. Any differences are included in the income statement.

On subsequent remeasurement of a disposal group, the carrying amounts of any assets and liabilities that are not within the scope of FRS 5, but are included in a disposal group classified as held for sale, shall be remeasured in accordance with the applicable FRSs before the fair value less costs to sell of the disposal group is remeasured. Any impairment loss resulted from the remeasurement is allocated to the remaining individual non-current assets, excluding those not within the scope of FRS 5, on a pro-rata basis.

At the end of each subsequent accounting period, the non-current asset, or disposal group, classified as held for sale is remeasured. In respect of remeasurement of a disposal group, the carrying amounts of assets and liabilities not within the scope of FRS 5 (being investment properties, deferred tax assets, employee’s benefits assets and inventories) are remeasured first in accordance with the applicable accounting policy followed by remeasurement of the disposal group as a whole at the fair value less costs to sell. Any impairment loss resulted from the remeasurement is allocated to the remaining individual non-current assets, excluding those assets not within the scope of FRS 5, on a pro-rata basis. (o) Financial� instruments Financial instruments carried on the balance sheet include cash and cash equivalents, receivables, payables and borrowings. (i) Financial� instruments recognised in bal�ance sheet

Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the instruments.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to financial instruments classified as liabilities, are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

The particular recognition method adopted for financial instruments recognised in the balance sheet is disclosed in the individual policy statements associated with each item.

(ii) Fair val�ue estimate for discl�osure purposes

The fair value of publicly traded derivatives and securities is based on quoted market prices at the balance sheet date.

In assessing the fair value of financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. The fair value of publicly traded securities is based on quoted market prices at the balance sheet date. Quoted market prices or dealer quotes for the specific or similar instruments are used for long term debt.

The carrying amounts for financial assets and liabilities with a maturity of less than one (1) year are assumed to approximate their fair values.




2.4 Significant accounting pol�icies (Cont’d) (p) Cash and cash equival�ents Cash and cash equivalents comprise bank balances, cash on hand and deposits with financial institutions that are readily convertible to cash with insignificant risk of changes in value. For the purpose of cash flow statements, cash and cash equivalents are stated net of bank overdrafts and bank deposits pledged to financial institutions.

(q) Payabl�es Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.

(r) Borrowings and borrowing cost Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent periods, the difference between the net proceeds and the total amount of the payment required to be made are allocated to periods over the term of borrowing at a constant rate on the carrying amount and are charged to income statement as finance cost.

Interest costs incurred on borrowings directly associated with or attributable to, development properties and construction contracts are capitalised and included as part of development expenditure and contract costs respectively. Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised as part of the cost of the property, plant and equipment during the period of time that is required to complete and prepare the property, plant and equipment for its intended use. All other interest costs are charged to income statement.

(s) Share capital�

(i) Cl�assification Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown as a reduction in equity.

(ii) Dividends to equity hol�ders of the Company

Interim dividends are recognised in the period they are declared. Final dividends are not recognised as a liability in the financial statements until they are duly approved by the shareholders at the Annual General Meeting.

(iii) Repurchase of share capital�

Where the Company’s equity share capital is repurchased, the amount of the consideration paid, including any acquisition cost and premium or discount arising there from, is recognised as a deduction against the equity and held as treasury shares until they are cancelled, reissued or disposed of. When the treasury shares are subsequently reissued or disposed of, the difference between the consideration received and the carrying amount of the treasury shares is included as a movement in the equity. Should such shares be cancelled, their nominal amounts will be eliminated with the same equivalent amount being transferred to a capital redemption reserve, and the differences between the consideration and nominal amounts will be adjusted to reserves as appropriate.





(t) Provisions Provisions are recognised when the Company or the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.

Provision for warranty

The Group provides warranties on its contract and property development activities, whereby it undertakes to make good defective works for the duration of the warranty/defect liability period. Except for short-term contracts referred below, the Group accounts for estimated warranty costs on a project-by-project basis. Short-term contracts for the provision of maintenance and other specialised electrical and mechanical services, the Group recognises the estimated warranty costs on an aggregate portfolio basis. At each balance sheet date, the Group makes a general provision representing the expected total warranty claims calculated based on the historical level of such warranty claims.

(u) Income tax

Income tax expense on the profit or loss comprises current and deferred tax and is determined according to the tax laws of each jurisdiction in which the Group and the Company operates.

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year, using the enacted tax rates relevant to the financial year, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the carrying amounts of assets and liabilities in the financial statements and the carrying amounts of the assets and liabilities for taxation purposes. In principle, deferred tax liabilities are recognised for all taxable temporary differences. However, deferred tax is not provided for the temporary difference if it arises from initial recognition of goodwill or from the initial recognition of an asset or liability in a transaction, which is not a business combination and, at the time of the transaction, it affects neither accounting nor taxable profit or loss.

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also credited or charged directly to equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill.




2.4 Significant accounting pol�icies (Cont’d) (v) Revenue recognition Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of revenue can be measured reliably subject to the following specific recognition criteria:

(i) Construction contracts

Revenue from construction contracts is recognised on the percentage of completion method as described in Note 2.4 (m) to the financial statements.

(ii) Devel�opment properties

Revenue from sale of development properties is recognised based on the percentage of completion method as described in Note 2.4 (j) to the financial statements.

(iii) Sal�es of compl�eted properties

Revenue from sale of completed properties is recognised when significant risks and rewards associated with the ownership pass to the purchaser without significant contractual acts to complete.

(iv) Dividend income

Dividend income is recognised in the income statement when the right to receive payment is established.

(v) Rental� and interest income

Rental and interest income are recognised in the income statement on an accrual basis unless collection is doubtful.

(w) Empl�oyee benefits

(i) Short term benefits

Wages, salaries, bonuses, paid leave and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group. Short term non- accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution pl�an

As required by law, the Company and its subsidiaries contribute to the state’s defined contribution pension scheme, Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the income statement as incurred. Once the contributions have been paid, the Company and the subsidiaries have no further obligations.

(iii) Equity compensation benefits

Compensation expenses relating to share options granted is recognised in the income statement over the vesting period with a corresponding increase in equity. The total amount to be recognised as compensation expenses is determined by reference to the fair value of the share options at the grant date and the number of share options to be vested by the vesting date.




2.4 Significant accounting pol�icies (Cont’d) (x) Foreign currency transl�ation

(i) Functional� and presentation currency

The financial 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 financial statements are presented in RM, which is also the Company’s functional and presentation currency.

(ii) Foreign currency transactions and bal�ances In preparing the financial statements of the individual entity, transactions in currencies other than the entity’s functional currency (“foreign currency”) are translated into the functional currency using the exchange rate prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates prevailing at the balance sheet date.

The foreign exchange gains or losses resulting from the settlement of the foreign currency transactions and the year-end translation of foreign currency denominated monetary items are recognised in the income statement except for exchange differences arising on translation of monetary items that form part of Group’s net investment in foreign operations.

Non-monetary items recorded at historical cost basis in a foreign currency are not translated. Non- monetary items carried at fair value that are denominated in foreign currency are translated at the rate prevailing on the date the fair value was determined. Exchange differences arising on translation of non- monetary items carried at fair value are included in the income statement for the period except for the differences arising on the translation of non-monetary items in respect of which gains or losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.

Exchange differences arising on a monetary item that forms part of the Company’s net investment in a foreign operation, regardless of the currency of the monetary item, are recognised in the income statement for the period in the Company’s separate financial statements and in the foreign operation’s individual financial statements, as appropriate. In the Group’s consolidated financial statements, such exchange differences that are attributable to monetary items that are denominated in the functional currency of the reporting entity or that of the foreign operation, are initially reclassified to foreign translation reserve in the consolidated financial statements until the disposal of the foreign operation, at which time they are recognised in the consolidated income statement. Where the exchange differences are attributable to monetary items denominated in a currency other than the functional currency of the reporting entity or the foreign operation, such differences are recognised in the consolidated income statement.

(iii) Foreign operations

The results and financial position of foreign operations that have a functional currency different from the presentation currency (“RM”) of the consolidated financial statements are translated into RM as follows:

• Assets and liabilities for each balance sheet presented are translated at the closing rate prevailing at the balance sheet date; • Income and expenses for each income statement are translated at average exchange rates for the year, which approximate the exchange rates at the dates of the transactions; and • Any resulting exchange difference is taken to the foreign currency reserve within equity.




2.4 Significant accounting pol�icies (Cont’d) (x) Foreign currency transl�ation (Cont’d) (iii) Foreign operations (Cont’d)

Goodwill and fair value adjustments arising on the acquisition of a foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the balance sheet date. Goodwill and fair value adjustments arising from business combinations prior to 1 January 2006 are deemed to be assets and liabilities of the parent company and have been translated using the exchange rates at dates of acquisitions.

The principal closing rates used in translation of foreign currency amounts are as follows:

Foreign currency 2010 2009 RM RM

1 US Dollar 3.27 3.45 1 Singapore Dollar 2.34 2.40 100 Vietnamese Dong 0.01728 0.02050

(y) Segmental� reporting

Segment reporting is presented for enhanced assessment of the Group’s risks and returns. Business segments provide products or services that are subject to risk and returns that are different from those of other business segments. Geographical segments provide products or services within a particular economic environment that is subject to risk and returns that are different from those components operating in other economic environments.

Segment revenue, expenses, assets and liabilities are those amounts resulting from the operating activities of a segment that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis to the segment. Segment revenue, expenses, assets and liabilities are determined before intra-group balances and intra-group transactions are eliminated as part of the consolidation process, except to the extent that such intra-group balances and transactions are between group enterprises within a single segment.


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4. INVESTMENT PROPERTIES

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

At fair val�ue: Freehol�d l�and and buil�dings At 1 April 7,203 7,203 2,784 2,784 Disposal (286) - - -

At 31 March 6,917 7,203 2,784 2,784 Leasehol�d buil�dings At 1 April 1,655 1,886 - - Disposal (1,074) - - - Fair value adjustments - (231) - -

At 31 March 581 1,655 - - 7,498 8,858 2,784 2,784 The fair values of investment properties are derived based on Directors’ valuation by reference to market evidence of transaction prices for similar properties. The Group and the Company have not engaged any independent valuer to perform a valuation.

5. PREPAID LAND LEASE PAYMENTS

Group 2010 2009 RM’000 RM’000 Leasehol�d l�and At 1 April 594 600 Amortisation for the year (8) (6)

At 31 March 586 594




6. INVESTMENTS IN SUBSIDIARIES

Company 2010 2009 RM’000 RM’000 Unquoted shares, at cost 80,594 83,135

The subsidiaries are as follows:

Effective Name of Company Equity Interest Principal� Activities 2009 2008 % %

Kejuruteraan Bintai Kindenko Sdn Bhd 100 100 Provision of specialised mechanical and electrical engineering services, facilities management services, property development and investment holding

Landas Timur Sdn Bhd 100 100 General contracts

Bintai Kinden Property & 100 100 Property investment and investment Development Sdn Bhd holding

Bintai Integrated Engineering & 100 100 Undertaking of civil and structural, Construction Sdn Bhd turnkey and infrastructure projects

Bintai Winsome Sdn Bhd 100 100 Property development

Bintai Facilities Management Sdn Bhd 100 100 Provision of property management and facilities management services

Bintai Asset Holdings Sdn Bhd 100 100 Investment holding

Bintai Kindenko Pte Ltd + 69.82 79.82 Provision of specialised mechanical and electrical engineering services

Bintai Kindenko (Vietnam) Co. Ltd + 69.82 79.82 Provision of specialised mechanical and electrical engineering services, project management and consultancy services Bintai Consider Energy Pte Ltd + 50.27 - Provision of energy efficiency audit and design consultancy and energy performance contracting + subsidiary not audited by GEP Associates

All subsidiaries in the Group are incorporated in Malaysia except for Bintai Kindenko Pte Ltd and Bintai Consider Energy Pte Ltd which are incorporated in Singapore, and Bintai Kindenko (Vietnam) Co. Ltd which is incorporated in Vietnam.


7. INVESTMENTS IN ASSOCIATES

Group 2010 2009 RM’000 RM’000 (Restated) At cost: Unquoted shares 8,062 8,062 Share of post acquisition reserves 3,148 59 Share of accumulated losses (7,912) (7,912) 3,298 209

Represented by: Share of net tangible assets 3,298 209

The associates are as follows:

Effective Name of Company Equity Interest Principal� Activities 2010 2009 % % Bintai Kinden Education Sdn Bhd 30 30 Dormant

Konsortium CEP Sdn Bhd 30 30 Dormant

KBK Dubai Contracting LLC 49 49 Civil engineering works, electrical fitting, contracting, electromechanical equipment installation, plumbing and sanitary contracting

Nex Power Sdn Bhd 26.62 26.62 Dormant

Nex Power Ventures Sdn Bhd 20 20 Investment holding e-Games Global Sdn Bhd 20.8 20.8 Ceased operations (in receivership) All associates in the Group are incorporated in Malaysia except for KBK Dubai Contracting LLC which is incorporated in the United Arab Emirates.




8. OTHER INVESTMENTS

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 At cost: Quoted shares of corporation outside Malaysia 6,368 6,368 6,368 6,368 Unquoted shares of corporation in Malaysia 205 243 - - Transferable club memberships 935 470 - -

7,508 7,081 6,368 6,368 Less: Accumulated impairment losses (4,130) (2,769) (3,887) (2,488)

3,378 4,312 2,481 3,880 Market value of quoted shares 2,481 1,627 2,481 1,627

The investment in quoted shares of corporation outside Malaysia in the Group and Company represents investment in Lereno Bio-Chem Limited (“LBC”), a company listed on the Singapore Stock Exchange. The investment in LBC was built up in years 2002, 2003 and 2006 at an average cost per share of S$0.04 (RM0.09). It is the Group and Company’s policy, as explained on Notes 2.4(g) and 2.4(i), to carry this investment at cost less any impairment in value and the Board reviews the value on a regular basis. The value of the quoted shares has been written down to S$0.02 per share which is the market value as at 31 March 2010.

9. LONG TERM RECEIVABLES

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 Trade receivables 51,395 59,882 - - Other receivables 27,377 27,577 27,377 27,577 Amount receivable within one year (15,032) (18,198) (747) (52)

63,740 69,261 26,630 27,525 Less: Allowance for doubtful debts (2,737) - (2,737) -

Amount receivable after one year (Note 14) 61,003 69,261 23,893 27,525

Included in trade receivables is an amount of RM51.395 million (2009: RM51.894 million) owing to Kejuruteraan Bintai Kindenko Sdn Bhd (“KBK”), a wholly owned subsidiary of the Company, by Lereno Sdn Bhd (“LSB”).


9. LONG TERM RECEIVABLES (CONT’D) In 2005, KBK entered into a turnkey construction contract with LSB for the construction of a proposed bio-diesel plant at Lumut Port Industrial Park. The construction work was completed during 2007. However, due to enhancement and rectification works, the plant was fully commissioned and operational in 2009 and the “Certificate of Making Good Defects” was issued on 28 January 2010. The contract sum, less an advance payment of RM6.5 million, which was to be receivable in six (6) annual instalments beginning 31 December 2007 was subsequently deferred and rescheduled to commence in year 2010 after receiving a payment of RM500,000 during the financial year. KBK is confident as to the recoverability of the balance of amount due from LSB. The amount receivable by KBK after one year is classified within long term receivables in the financial statements.

Other receivables of the Group and the Company represent an amount due from Desa Konsep Sdn Bhd (“DKSB”). In 2007, the Company assigned to DKSB an outstanding amount of S$11.700 million which had been due from Lereno Bio-Chem Group in consideration of DKSB agreeing to pay the Company the sum of RM27.577 million within a period of one (1) year. The Company agreed to a revised repayment schedule in 2009. During the financial year, a payment of RM200,000 was received resulting in a balance outstanding of RM27.377 million.

10. DEFERRED TAX ASSETS

Group 2010 2009 RM’000 RM’000 At 1 April - - Recognised in income statement - -

At 31 March - - Deferred tax assets have not been recognised in respect of the following items:

Group 2010 2009 RM’000 RM’000 Unutilised tax losses 4,576 4,604 Unabsorbed capital allowances 46 18

The unutilised tax losses and unabsorbed capital allowances are available indefinitely for offsetting against future taxable profits of the subsidiaries in which those items arose. Deferred tax assets have not been recognised in respect of these items as they may not be used to offset taxable profits of other subsidiary companies in the Group and they have arisen in subsidiary companies that have a recent history of losses.

The recognition of the deferred tax assets is dependent on future taxable profits in excess of profits arising from the reversal of existing taxable temporary differences. The evidence used to support this recognition is the management’s budget, which shows that it is probable the deferred tax assets would be realised in future years.




11. PROPERTY DEVELOPMENT COSTS Group 2010 2009 RM’000 RM’000 (Restated)

At 1 April Leasehold land 12,140 12,140 Development costs 197,386 188,142

209,526 200,282 Accumulated cost charged to income statement (195,711) (195,711) Cumulative transfer to inventories (1,614) (1,614)

12,201 2,957 Costs incurred during the year Development costs 25 9,244

At 31 March 12,226 12,201 Represented by: Leasehold land 12,140 12,140 Development costs 197,411 197,386

209,551 209,526 Accumulated cost charged to income statement (195,711) (195,711) Cumulative transfer to inventories (1,614) (1,614)

12,226 12,201

Development costs incurred during the financial year has no element of capitalised interest expense (2009: RM Nil).

12. AMOUNTS DUE FROM/(TO) CONTRACT CUSTOMERS Group 2010 2009 RM’000 RM’000 (Restated) Construction costs incurred 2,442,555 2,143,325 Profit attributable to work performed to date 151,772 120,968

2,594,327 2,264,293 Less: Progress billings received and receivable (2,604,932) (2,202,582)

(10,605) 61,711 Amounts due from contract customers 32,413 69,254 Amounts due to contract customers (43,018) (7,543)

(10,605) 61,711



13. INVENTORIES Group 2010 2009 RM’000 RM’000 At cost: Completed properties 1,614 1,614 At net real�isabl�e val�ue: Raw materials 167 497

1,781 2,111

14. RECEIVABLES

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 (Restated) (Restated) Trade: External parties (b) 267,964 294,915 - - Amounts due from subsidiaries - - - 1,703 Less: Long term receivables (Note 9) (37,110) (41,736) - - Less: Allowance for doubtful debts (15,408) (9,716) - -

215,446 243,463 - 1,703 Non-trade: Amounts due from subsidiaries (c) - - 10,912 21,575 Amounts due from associates (d) 25,983 26,859 - 1 Other receivables 33,603 46,802 29,172 29,464 Less: Long term receivables (Note 9) (26,630) (27,525) (26,630) (27,525) Less: Allowance for doubtful debts (6,744) (5,460) - (50) Deposits 3,457 1,754 267 4 Prepayments 681 2,258 18 16

30,350 44,688 13,739 23,485

245,796 288,151 13,739 25,188

(a) The currency exposure profile of the receivables is as follows: Ringgit Malaysia 209,061 228,747 13,739 25,188 Singapore Dollar 33,271 32,268 - - Thai Baht 172 - - - US Dollar 3,209 27,094 - - Vietnamese Dong 83 42 - -

245,796 288,151 13,739 25,188



14. RECEIVABLES (CONT’D)

(b) External parties The Group’s normal trade credit terms range from 14 to 90 days. Other credit terms are assessed and approved on a case-by-case basis. The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or a group of debtors.

(c) Amounts due from subsidiaries The amounts due are unsecured, interest free and without any fixed term of repayment.

(d) Amounts due from associates The amounts due are unsecured, interest free and without any fixed term of repayment.

15. CASH AND BANK BALANCES Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 Fixed deposits/short term deposits with licensed banks 24,572 15,540 60 60 Cash held under Housing Development Accounts 1,379 2,069 - - Cash on hand and at banks 22,655 27,816 28 9

48,606 45,425 88 69 At balance sheet date: The weighted average effective interest rates for fixed deposits/short-term deposits with licensed banks (%) 1.16 1.80 0.12 0.33 The weighted average maturities of fixed deposits/short-term deposits with licensed banks (days) 35 35 30 30 Currency profil�e of cash and bank bal�ances: Ringgit Malaysia 2,355 4,474 28 9 Singapore Dollar 44,752 39,737 60 60 Vietnamese Dong 233 102 - - Japanese Yen 213 219 - - US Dollars 1,053 893 - -

48,606 45,425 88 69

Bank balances held under Housing Development Accounts are maintained in designated Housing Development Accounts pursuant to the Housing Development (Control and Licensing) Act, 1966 and Housing Development (Housing Development Account) Regulations, 1991 in connection with the Group’s property development projects. The utilisation of these balances is restricted, before completion of the housing development and fulfilling all relevant obligations to the purchasers, such that the cash could only be withdrawn from such accounts for the purpose of completing the particular projects concerned.

Bank balances of the Group and the Company are deposits at call with banks and earn no interest.



16. SHARE CAPITAL Group and Company 2010 2009 Number Nominal� Number Nominal� of shares val�ue of shares val�ue ‘000 RM’000 ’000 RM’000 Authorised: Ordinary shares of RM1.00 each 500,000 500,000 500,000 500,000 Issued and ful�l�y paid: Ordinary shares of RM1.00 each 103,889 103,889 103,889 103,889 (a) Purchase of shares During the financial year, the Company did not repurchase any of its ordinary shares of RM1.00 each (2009: 1,000 for RM441).

The number of treasury shares held as at the balance sheet date was as follows: Number of ordinary shares Amount ’000 RM‘000 At beginning and end of the year 1,997 3,462

There were no sales, cancellations or distributions of treasury shares during the financial year.

The number of issued and fully paid-up share capital with voting rights as at the balance sheet date after deducting treasury shares repurchased was 101,891,653 (2009: 101,891,653) ordinary shares of RM1.00 each.

The Company will not seek shareholders’ approval for a mandate for share buy back at the forthcoming Annual General Meeting.

(b) Empl�oyee Share Option Scheme (ESOS) Information in respect of the number of share options granted under the ESOS and the movement in the year is as follows:

Number of share options 2010 2009 ’000 ’000 At 1 April 9,612 9,656 Granted - - Exercised - - Terminated - - Lapsed due to resignation (438) (44)

At 31 March 9,174 9,612



17. RESERVES


Non-distributabl�e reserves: Share premium 1,142 1,142 1,142 1,142 Treasury shares (Note 16) (3,462) (3,462) (3,462) (3,462) Foreign currency translation reserve (356) 473 - -

(2,676) (1,847) (2,320) (2,320) Distributabl�e reserve: (Accumulated losses)/Retained earnings (38,003) (37,709) (427) 8,642 (40,679) (39,556) (2,747) 6,322

The nature and purpose of each category of reserves are as follows: (a) Share premium reserve

The share premium account may be applied in paying up unissued shares as fully paid bonus shares.

(b) Foreign currency transl�ation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. It also records exchange differences arising from translation of monetary items which form part of the Group’s net investment in foreign operations.

(c) Retained earnings

Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend paid, credited or distributed to its shareholders and such dividends will be exempted from tax in the hands of the shareholders (“‘single tier system”). However, there is a transitional period of six years, expiring on 31 December 2013, to allow companies to pay franked dividends to their shareholders under limited circumstances. Companies also have an irrevocable option to disregard the tax credit under Section 108 of the Income Tax Act, 1967 and opt to pay dividends under the single tier system. The change in the tax legislation also provides for the Section 108 tax credit to be locked-in as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007.

The Company did not elect for the irrevocable option to disregard the Section 108 balance. Accordingly, during the transitional period, the Company may utilise the credit in the Section 108 balance as at 31 December 2007 to distribute cash dividend payments to ordinary shareholdings as defined under the Finance Act 2007.



18. BORROWINGS

Group 2010 2009 RM’000 RM’000

Current: Bank overdrafts 51,896 61,140 Bills payable 21,042 11,665 Revolving credit 43,450 68,050 Term loans (Note 19) 10,527 2,650

126,915 143,505 Hire purchase payables (Note 20) 346 319

127,261 143,824 Non-current: Term loans (Note 19) 50,877 27,677 Hire purchase payables (Note 20) 1,030 987 51,907 28,664 Total�: Bank overdrafts 51,896 61,140 Bills payable 21,042 11,665 Revolving credit 43,450 68,050 Term loans (Note 19) 61,404 30,327 Hire purchase payables (Note 20) 1,376 1,306 179,168 172,488

The weighted average effective interest rates at the balance sheet date are as follows:

2010 2009 % % Bank overdrafts 7.26 7.20 Bills payable 4.17 4.91 Revolving credit 4.22 5.15 Term loans 4.59 5.55 The above banking facilities are secured by fixed deposits pledged, assignments of contract proceeds by a subsidiary and corporate guarantees from the Company.



19. TERM LOANS

Group 2010 2009 RM’000 RM’000

Secured Term loans – denominated in RM 61,404 30,327 Amount repayable within one year (Note 18) Term loans – denominated in RM (10,527) (2,650)

Amount payable after one year (Note 18) 50,877 27,677 The maturity structure of the term loans is as follows: Amount payable within one year 10,527 2,650 Amount payable after one year but within two years 34,000 6,000 Amount payable after two years but within three years 16,877 9,000 Amount payable after three years but within four years - 12,677

61,404 30,327 The term loan facilities incurred weighted average effective interest at 4.59% (2009: 5.55%) per annum.

20. HIRE PURCHASE PAYABLES

Group 2010 2009 RM’000 RM’000

Minimum hire purchase payments: Amount payable within one year 367 395 Amount payable after one year but within five years 1,216 1,149

1,583 1,544 Less: Future finance charges (207) (238)

1,376 1,306 Representing hire purchase payables: Payable within one year (Note 18) 346 319 Payable after one year (Note 18): - after one year but within five years 1,030 987 1,376 1,306 The maturity structure of the hire purchase payables is as follows: Amount payable within one year 346 319 Amount payable after one year but within two years 330 328 Amount payable after two years but within three years 330 297 Amount payable after three years but within four years 244 236 Amount payable after four years but within five years 115 126 Amount payable after five years 11 -

1,376 1,306 Hire purchase facilities incurred weighted average effective interest rate of 3.97% (2009: 3.50%) per annum.



21. PAYABLES


Trade: External parties (b) 81,897 192,192 - - Non-trade: Amounts due to subsidiaries (c) - - 20,447 31,337 Amounts due to associates (d) 319 416 - - Other payables 22,363 58,669 1,361 357 Deposit received 17 - - - Accruals 18,058 6,427 629 676

40,757 65,512 22,437 32,370

122,654 257,704 22,437 32,370

(a) Currency exposure profile of payables is as follows:

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 Ringgit Malaysia 80,361 113,776 22,437 32,370 Singapore Dollar 33,353 135,254 - - Japanese Yen 7,291 7,495 - - Vietnamese Dong 359 44 - - US Dollar 1,290 1,135 - -

122,654 257,704 22,437 32,370

(b) External parties The normal credit term granted to the Group ranges from 30 to 180 days. (c) Amounts due to subsidiaries The amounts due are unsecured, interest free and without any fixed term of repayment. (d) Amounts due to associates The amounts due are unsecured, interest free and without any fixed term of repayment.



22. PROVISION FOR WARRANTY

Group 2010 2009 RM’000 RM’000 At 1 April 4,745 2,334 Charged to income statement 817 3,211 Provision utilised (1,008) (800)

At 31 March 4,554 4,745

The provision is the Group’s estimated liability, determined on an aggregate portfolio basis, to make good defective works for the duration of the warranty/defect liability period in relation to the short term contracts on provision of maintenance and other specialised mechanical and electrical services. The provision represents the estimated total warranty claims calculated based on the historical levels of such warranty claims. 23. REVENUE AND COST OF SALES


Revenue Revenue comprises: Construction contracts 376,230 187,059 - - Management fees 141 87 1,800 1,887 Rental income 50 102 - - 376,421 187,248 1,800 1,887 Cost of sal�es Cost of sales represents cost of construction contracts and cost of inventories sold. Cost of sales for the year includes:

Group 2010 2009 RM’000 RM’000 Construction costs 342,064 149,908 Others 76 103

342,140 150,011



24. PROFIT/(LOSS) FROM OPERATIONS


Profit/(Loss) from operations is arrived at after charging/(crediting): Allowance/(Reversal) for doubtful debts 11,818 (3,741) 2,688 - Amortisation of prepaid land lease payments 8 6 - - Auditors’ remuneration: - statutory - current year 200 154 35 32 - under provision in prior year 51 3 - - Bad debts recovered (9) (46) - - Bad debts written off 6 10,941 - - Depreciation 1,005 996 - - Directors’ fees - current year 566 593 466 443 - over provision in prior years - (45) - - Directors’ other emoluments 4,520 2,305 962 612 Dividend income (1) (1) - - Fair value loss of investment properties - 231 - - Gain on disposal of investment properties (129) - - - Gain on foreign exchange - realised - (9) - (9) (Gain)/Loss on partial disposal of equity in subsidiary company (301) - 1,825 - Gain on disposal of property, plant and equipment (2,559) (82) - - Impairment loss on other investments 1,361 2,513 1,399 2,488 Interest income (840) (782) - (1) Gain on disposal of non-current asset held for sale (1) (36) - - Loss on foreign exchange – realised 12 977 - - – unrealised - 4 - - Other investments written off 38 - - - Property, plant and equipment written off 40 - - - Provision for warranties 817 3,211 - - Rental income (67) (69) - - Rental of premises 1,335 1,666 - - Rental of store 54 54 - -



25. DIRECTORS’ REMUNERATION


Executive Directors: - Salaries and bonus 4,362 2,202 840 545 - Benefits-in-kind 21 16 21 6 - Fees 260 363 180 213 - EPF and SOCSO 137 87 101 61

4,780 2,668 1,142 825

Non-Executive Directors: - Fees 306 230 286 230

Total 5,086 2,898 1,428 1,055

The number of Directors of the Company whose remuneration is analysed into bands of RM50,000 is as follows:

Number of Directors 2010 2009

Executive Directors RM100,000 – RM150,000 - 2 RM300,001 – RM350,000 - 1 RM700,001 – RM750,000 1 - RM750,001 – RM800,000 - 1 Above RM1,000,000 2 1 Non-Executive Directors RM0 – RM50,000 3 3 RM50,001 – RM100,000 3 2 For security and confidentiality reasons, the details of Directors’ remuneration are not disclosed with reference to the Directors individually. 26. STAFF COST

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 Salaries and wages 38,325 22,754 1,164 790 EPF and SOCSO 3,619 2,110 146 94 Other staff related expenses 106 228 9 15

42,050 25,092 1,319 899

The number of employees of the Group at the end of the financial year was 472 (2009: 401).



27. FINANCE COSTS

Group 2010 2009 RM’000 RM’000 Bank overdraft interest 2,271 2,450 Hire purchase interest 109 79 Other bank interest 3,872 3,947

6,252 6,476

28. INCOME TAX EXPENSE Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Mal�aysian income tax Current income tax: Tax expense for the year 17 42 - - Under provision of taxation in prior years 15 413 - 16 Over provision of taxation in prior years (24) (220) - (198)

8 235 - (182) Deferred tax: Relating to origination of temporary differences - - - -

8 235 - (182)

Foreign tax Current income tax: Tax expense for the year 2,468 - - -

2,476 235 - (182)



28. INCOME TAX EXPENSE (CONT’D) The reconciliation of income tax expense applicable to profit/(loss) 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 are as follows: Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 Profit/(Loss) before taxation 7,875 5,639 (9,069) (4,104) Taxation at Malaysian statutory tax rate (5,384) (593) (2,267) (1,026) Taxation at foreign tax rate 3,345 1,758 - - Utilisation of previously unrecognised tax assets (1,803) (4,411) - - Tax effects in respect of: Expenses not deductible for tax purposes 4,140 4,671 1,688 731 Income not subject to tax (663) (2,040) - (93) Difference in tax rate 4 12 - - Deferred tax assets not recognised during the year 2,909 645 579 388 Foreign tax relief and others (63) - - - Under provision of taxation in prior years 15 413 - 16 Over provision of taxation in prior years (24) (220) - (198)

2,476 235 - (182)

Subject to the agreement by the Inland Revenue Board, the unutilised tax losses and unabsorbed capital allowances available for utilisation against future taxable profits are approximated to be as follows:

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 Unutilised tax losses 18,304 17,146 3,797 1,553 Unabsorbed capital allowances 181 92 - -



29. EARNINGS PER SHARE (a) Basic earnings per share The basic earnings per share is calculated by dividing the Group’s net profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year.

Group 2010 2009 Profit attributable to ordinary equity holders of the Company (RM’000) 368 4,104

Weighted average number of ordinary shares in issue (’000) 101,892 101,892

Basic earnings per share (sen) 0.36 4.03

(b) Dil�uted earnings per share For diluted earnings per share, the Group’s net profit attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during the financial year is adjusted to assume conversion of all dilutive potential ordinary shares.

For options under the Company’s ESOS, a calculation is done to determine the number of shares that could have been acquired at market price (determined as the average annual share price per month of the Company’s shares from the date of the issue of the potential ordinary shares) based on the monetary value of the subscription rights attached to outstanding share options. This calculation serves to determine the unexercised shares to be added to the ordinary shares in issue for the purpose of computing the dilution. No adjustment is made to profit attributable to ordinary equity holders of the Company for the share options calculation.

Group 2010 2009 Profit attributable to ordinary equity holders of the Company (RM’000) 368 4,104 Weighted average number of ordinary shares in issue (’000) 101,892 101,892 Adjustment for ESOS: 1st offer * * Weighted average number of ordinary shares after adjustment for the effect of full exercise of the ESOS for diluted earnings per share (’000) 101,892 101,892 Diluted earnings per share after adjustment for the effect of full exercise of the ESOS (sen) 0.36 4.03



29. EARNINGS PER SHARE (CONT’D) (b) Dil�uted earnings per share (Cont’d) * Not taken into account in the computation of diluted earnings per share because the effect is anti-dilutive.

30. DIVIDENDS

No dividends were paid or declared during the financial year.

31. FINANCIAL INSTRUMENTS

(a) Financial� risk management objectives and pol�icies The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its interest rate, liquidity, credit and foreign exchange risks. The Group operates within clearly defined guidelines that are approved by the Board.

(i) Interest rate risk The Group’s primary interest rate risk relates mainly to borrowings and deposits. The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding period and nature of assets.

(ii) Liquidity risk The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient level of cash to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from financial institutions and prudently balances its portfolio with some short term funding so as to achieve overall cost effectiveness.

(iii) Credit risk Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Group’s association to business partners with high credit worthiness. Trade receivables are monitored on an ongoing basis via the Group’s management reporting procedures. The Group does not have any major concentration of credit risk related to any financial instruments.



31. FINANCIAL INSTRUMENTS (CONT’D)

(a) Financial� risk management objectives and pol�icies (Cont’d)

(iv) Foreign exchange risk The Group operates in a number of countries overseas, principally Singapore and Vietnam. The related foreign currency denominated assets and liabilities together with expected cash flows from construction contracts give rise to foreign exchange exposures.

The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or investment is located or by borrowing in currencies that match the future revenue stream to be generated from its investments. Foreign exchange exposure in transactional currencies, other than functional currencies of the operating entities, is kept to an acceptable level.

(b) Fair val�ues It is not practical to estimate the fair values of the amounts due from associates due principally to a lack of fixed repayment terms. However, the Group does not anticipate the carrying amounts recorded at the balance sheet date to be significantly different from the values that would eventually be received.

It is not practical to estimate the fair value of the Group’s non-current unquoted shares because of the lack of quoted market prices and the inability to estimate fair value.

The aggregate net fair value of the Group’s investment in quoted shares, which are carried at fair value, as at the balance sheet date of the Group is disclosed in Note 8 to the financial statements.

The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments:

(i) Cash and cash equivalents, receivables, payables and short term borrowings

The carrying amounts approximate their fair values due to the relatively short term maturity of these financial instruments.

(ii) Quoted investment

The fair values of quoted shares are determined by reference to stock exchange quoted market bid prices at the close of the business on the balance sheet date.

(iii) Long term borrowings and hire purchase payables

The carrying values of long term borrowings and hire purchase payables approximate their fair values.



32. CONTINGENT LIABILITIES Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 (a) Guarantees given to financial institutions in respect of facilities granted to subsidiaries – unsecured - - 346,577 342,612 (b) Guarantees given to financial institutions in respect of facilities granted to third parties – unsecured 46,754 55,354 - -

46,754 55,354 346,577 342,612

33. COMMITMENT A wholly owned subsidiary of the Company, Kejuruteraan Bintai Kindenko Sdn Bhd entered into a privatisation agreement on 13 November 2001 with the Datuk Bandar Kuala Lumpur to carry out a development project at Sentul Perdana, Bandar Baru Sentul, Kuala Lumpur, whereby it has committed to complete the construction of 196 units of partially completed high cost apartment and the construction of 1,973 units of medium cost apartment, including a community hall and public amenities.

As at the balance sheet date, the development project had been substantially completed except for 504 units of medium cost apartments and public amenities under an approved revised development plan.

34. SEGMENTAL INFORMATION (a) Business segments The Group’s operations comprise the following main business segments:

(i) Construction - Undertake specialised mechanical and electrical engineering services and environment and facilities management services, and undertake turnkey, infrastructure, civil and structural construction project;

(ii) Property investment and development - Property investment and development of residential and commercial properties, and

(iii) Investment holding and others - Investment in quoted and unquoted shares, properties and other investment related activities.

The Directors are of the opinion that all inter-segment transactions 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. Inter-segment pricing is determined based on terms mutually agreed between the respective companies.



34. SEGMENTAL INFORMATION (CONT’D) (a) Business segments (Cont’d)

Property Investment hol�ding and hol�ding Construction devel�opment and others El�imination Total� 2010 RM’000 RM’000 RM’000 RM’000 RM’000 Revenue External sales 376,230 50 141 - 376,421 Inter-segment sales - 100 1,800 (1,900) -

Total revenue 376,230 150 1,941 (1,900) 376,421 Resul�ts Segment results 20,983 2,234 (10,053) - 13,164 Unallocated corporate income 1,026 Unallocated corporate expenses (63) Finance costs (6,252) Income tax expense (2,476) Minority interests (5,031) Net profit for the year attributable to equity holders of the Company 368 Assets Segment assets 379,703 10,100 32,315 - 422,118 Unallocated corporate assets 35

Consolidated total assets 422,153 Liabil�ities Segment liabilities 167,541 625 2,060 - 170,226 Unallocated corporate liabilities 181,561

Consolidated total liabilities 351,787 Other information Capital expenditure 892 - - - 892 Depreciation 891 113 1 - 1,005 Amortisation - 8 - - 8 Impairment losses on other investments - - 1,361 - 1,361 Gain on partial disposal of equity in subsidiary - - (301) - (301) Non-cash expenses other than depreciation,amortisation and impairment losses 8,693 39 - - 8,732



34. SEGMENTAL INFORMATION (CONT’D) (a) Business segments (Cont’d)

Property Investment hol�ding and hol�ding Construction devel�opment and others El�imination Total� 2009 RM’000 RM’000 RM’000 RM’000 RM’000 Revenue External sales 187,059 102 87 - 187,248 Inter-segment sales - 198 1,887 (2,085) -

Total revenue 187,059 300 1,974 (2,085) 187,248 Resul�ts Segment results 18,076 (398) (5,894) - 11,784 Unallocated corporate income 438 Unallocated corporate expenses (107) Finance costs (6,476) Income tax expense (235) Minority interests (1,300) Net profit for the year attributable to equity holders of the Company 4,104 Assets Segment assets 458,206 13,364 36,562 - 508,132 Unallocated corporate assets 3

Consolidated total assets 508,135 Liabil�ities Segment liabilities 267,878 894 1,220 - 269,992 Unallocated corporate liabilities 172,510

Consolidated total liabilities 442,502 Other information Capital expenditure 764 - - - 764 Depreciation 859 136 1 - 996 Amortisation - 6 - - 6 Impairment losses on other investments - - 2,513 - 2,513 Non-cash expenses other than depreciation, amortisation and impairment losses 14,156 231 - - 14,387



34. SEGMENTAL INFORMATION (CONT’D)

(b) Geographical� segments The Group operates mainly in Malaysia and Singapore.

Revenue Total� assets Capital� expenditure RM’000 RM’000 RM’000

2010 Malaysia 68,509 334,240 20 Singapore 306,158 87,333 872 Vietnam 1,754 580 -

376,421 422,153 892

2009 Malaysia 63,095 356,503 621 Singapore 124,134 151,486 141 Vietnam 19 146 2

187,248 508,135 764

35. SIGNIFICANT RELATED PARTY TRANSACTIONS (i) Rel�ated party discl�osure In addition to the related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions which were carried out on terms and conditions obtainable in transactions with unrelated parties. Rel�ated party Abbreviation Rel�ationship

Kinden Corporation KC Substantial shareholder

Bintai Kinden Education Sdn Bhd BKE Associate

KBK Dubai Contracting LLC KBK LLC Associate

Lereno Bio-Chem Ltd LBC LBC related to certain Directors and substantial shareholder of the Company. The Company has a 3.43% direct shareholding interest in LBC as at balance sheet date

Lereno Sdn Bhd LSB Company in which LBC holds a 38% shareholding interest Ong Puay Koon Holdings Sdn Bhd OPKH Company related to certain Directors and substantial shareholder of the Company



35. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D) (i) Rel�ated party discl�osure (Cont’d) Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 (a) Management fees received/ receivable: - Subsidiaries - - 1,800 1,887

(b) Rental income received/ receivable: - BKE - 36 - - (c) Rental expenses paid/payable: - OPKH 295 217 - - (d) Advance/(Repayment): - BKE (2,400) (30) - - - KBK LLC 967 18,092 - - The outstanding year-end balances for related party transactions with the subsidiaries and associates are disclosed in the balance sheets.

The outstanding year-end balances for related party transactions with the related parties are as follows:

Group 2010 2009 RM’000 RM’000 Trade receivables 53,235 53,835 Trade payables 12,932 17,872



35. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)

(ii) Compensation of key management personnel�

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000 Short term employee benefits 9,232 5,106 1,263 946 Included in the total compensation of key management personnel are:- Executive Directors’ remuneration (Note 25) 4,780 2,668 1,142 825

36. MATERIAL LITIGATION Save as disclosed below, there have been no changes in material litigation since the last audited financial statements for the year ended 31 March 2009.

a) In the action brought against one of the Company’s wholly owned subsidiary, Kejuruteraan Bintai Kindenko Sdn Bhd (“KBK”), by Malayan Banking Berhad (“MBB“) as the fourth defendant of the suit for an amount totalling RM19.1 million, the matter has been fixed for hearing on 26 July 2010. KBK remains confident that no liability will arise in respect of this suit.

b) In respect of a petition served on KBK by the five founder shareholders of Lereno Sdn Bhd (“LSB”), which alleges that KBK has, inter alia, acted unlawfully and has sought with others to take over LSB, but in respect of which the claim has not been quantified, the petition is fixed for case management on 19 July 2010. c) In the action brought against KBK by Asie in relation to two maintenance bonds amounting to RM2.5 million, summary judgement has been granted but KBK has filed an appeal to the Court of Appeal, for which the hearing date has not yet been fixed. KBK has a counterclaim against Asie and this has been fixed for case management on 29 July 2010.Trial will only be fixed after the parties have complied with all the case management directions.



37. COMPARATIVE FIGURES Certain comparative figures of the Group have been restated to conform with the current year’s presentation, which comprise:-

As previousl�y reported Recl�assification As restated RM’000 RM’000 RM’000

Property development costs 6,652 5,549 12,201 Amounts due from contract customers 74,803 (5,549) 69,254 Receivables - 288,151 288,151 Trade and other receivables 261,292 (261,292) - Amounts due from associates 26,859 (26,859) - Payables - (257,704) (257,704) Trade and other payables (257,288) 257,288 - Amounts due to associates (416) 416 - The above reclassification of accounts has no effect on the profit for the year ended 31 March 2009 or on the net equity of the Group at that date.


List of Properties

Location/Description Category Existing Use Tenure Age of Land Area/ Date of l�ast Net Book Buil�ding (Buil�t-up Area) reval�uation/ Val�ue as at (Approximate) (Approximate) Date of l�ast 31.03.2010 acquisition (RM’000)

No. 5C Jalan Semarak Land and Investment Freehold 69 years 19,874 sq ft/ 14/11/1996 4,134 54100 Kuala Lumpur Building purposes (4,885 sq ft) and no immediate plan

Land H.S. (D) 40596 Land Investment Leasehold N/A 20,091 sq ft 06/03/1987 256 P.T. 13 Lot 101 purposes 99 years Section 94A and no expiring Kuala Lumpur immediate 12/10/2080 plan Land H.S. (D) 37660 Land Investment Leasehold N/A 14,079 sq ft 31/01/1992 223 PN6264 Lot 102 purposes 99 years Section 94B and no expiring Kuala Lumpur immediate 05/04/2080 plan 43-0-1, 43-1-1 Land and Head Office Leasehold 14 years 2,560 sq ft/ 14/12/1994 387 43-2-1, 43-2-2 Building 99 years (6,440 sq ft) Jalan 1/48A expiring Sentul Perdana 19/09/2087 Bandar Baru Sentul 51000 Kuala Lumpur 43-0-2, 43-1-2 Land and Head Office Leasehold 14 years 1,760 sq ft/ 14/12/1994 344 43-2-3, 43-2-4 Building 99 years (4,840 sq ft) Jalan 1/48A expiring Sentul Perdana 19/09/2087 Bandar Baru Sentul 51000 Kuala Lumpur 43-0-3, 43-1-3 Land and Head Office Leasehold 14 years 1,760 sq ft/ 14/12/1994 344 43-2-5, 43-2-6 Building 99 years (4,840 sq ft) Jalan 1/48A expiring Sentul Perdana 19/09/2087 Bandar Baru Sentul 51000 Kuala Lumpur


List of Properties (Cont’d)

Location/Description Category Existing Use Tenure Age of Land Area/ Date of l�ast Net Book Buil�ding (Buil�t-up Area) reval�uation/ Val�ue as at (Approximate) (Approximate) Date of l�ast 31.03.2010 acquisition (RM’000)

43-0-4, 43-1-4 Land and Head Office Leasehold 14 years 1,760 sq ft/ 14/12/1994 344 43-2-7, 43-2-8 Building 99 years (4,840 sq ft) Jalan 1/48A expiring Sentul Perdana 19/09/2087 Bandar Baru Sentul 51000 Kuala Lumpur No. 294 Land and Investment Freehold 28 years 28,286 sq ft 09/01/2001 2,783 Jalan MacAlister Building purposes and 10450 Georgetown no immediate Penang plan 18-1 Building To be Leasehold 9 years (1,191 sq ft) 21/11/2000 102 Jalan Kajang rented out 99 years Perdana 9 expiring Kajang Perdana 24/03/2101 43000 Kajang Selangor Darul Ehsan


Anal�ysis of Sharehol�dings as at 30 June 2010

SHARE CAPITAL

Authorised Share Capital : 500,000,000 ordinary shares of RM1.00 each

Issued and Fully Paid-up Share Capital : 101,891,653 ordinary shares of RM1.00 each (Excluding 1,997,600 Treasury Shares)

Class of Shares : Ordinary Shares of RM1.00 each

Voting Rights : On a show of hands, every member present in person or by proxy or by attorney or by duly authorised representative shall have one vote and in the case of a poll, every member present in person or by proxy or by attorney or by duly authorised representative shall have one vote for every ordinary share held.

ANALYSIS BY SIZE OF SHAREHOLDINGS

Size of sharehol�dings No. of Percentage of No. of Percentage over shares hel�d shares hel�d sharehol�ders total� sharehol�ders

Less than 100 4,914 0.00 108 4.13

100 - 1,000 466,050 0.46 533 20.40

1,001 - 10,000 6,207,638 6.09 1,354 51.84

10,001 - 100,000 17,189,201 16.87 548 20.98

100,001 to less than 5% of issued shares 38,675,100 37.96 67 2.57

5% and above of issued shares 39,348,750 38.62 2 0.08

101,891,653 100.00 2,612 100.00

LIST OF THIRTY LARGEST SHAREHOLDERS AS AT 30 JUNE 2010

No NAME OF SHAREHOLDERS No. of Shares %

1 KINDEN CORPORATION 21,348,750 20.95

2 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR BINTAI HOLDINGS (M) SDN BHD 18,000,000 17.67

3 AMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR INFORLEC SDN BHD 3,302,000 3.24

4 BINTAI HOLDINGS (M) SDN BHD 3,000,000 2.94

5 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD PHEIM ASSET MANAGEMENT SDN BHD FOR EMPLOYEES PROVIDENT FUND 2,676,850 2.63

6 AFFIN NOMINEES (TEMPATAN) SDN BHD UOB KAY HIAN PTE LTD FOR AGRONAXIS SDN BHD 2,211,375 2.17

7 AFFIN NOMINEES (TEMPATAN) SDN BHD UOB KAY HIAN PTE LTD FOR HARVEST FARM SDN BHD 2,000,000 1.96

8 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR HUI KIEN LING @ HEOY PAK YEONG 1,900,000 1.86


Anal�ysis of Sharehol�dings as at 30 June 2010 (Cont’d)

No NAME OF SHAREHOLDERS No. of Shares %

9 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR FATIMAH BINTI KAMMPPU 1,600,000 1.57

10 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR LEE KEAN FOOK 1,500,000 1.47

11 LEE KEAN FOOK 1,070,400 1.05

12 AFFIN NOMINEES (TEMPATAN) SDN BHD UOB KAY HIAN PTE LTD FOR BINTAI HOLDINGS (M) SDN BHD 1,000,000 0.98

13 AMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR INSAN IKRAM SDN BHD 1,000,000 0.98

14 HARVEST FARM SDN BHD 1,000,000 0.98

15 HLG NOMINEE (ASING) SDN BHD GOLDWELD LEGACY SDN BHD FOR THE PRAJNA CHARITABLE STAR TRUST 1,000,000 0.98

16 CHEONG CHEE MENG 963,200 0.95

17 ONG PUAY KOON @ MAH SOCK HENG 935,000 0.92

18 AGRONAXIS SDN. BHD. 788,625 0.77

19 AFFIN NOMINEES (ASING) SDN BHD UOB KAY HIAN PTE LTD FOR BIN TAI HOLDINGS PTE LTD 700,000 0.69

20 CHOO NEYUK LEN 625,000 0.61

21 CHEONG LI SA 601,000 0.60

22 PUBLIC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR ONG PUAY KOON @ MAH SOCK HENG 550,000 0.54

23 MAYBAN NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR NG KIAN BEE 515,000 0.51

24 KENANGA NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR HII TIONG KUOH 500,000 0.50

25 LEE AI CHU 447,800 0.44

26 KRISTAL LANGKAWI SDN. BHD. 400,000 0.39

27 TAN SOO ENG 400,000 0.39

28 MAYBAN NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR LOH CHIEW HEOON 339,000 0.33

29 FATIMAH BINTI KAMMPPU 325,800 0.32

30 YEN YEW WING @ YEN YEW MING 325,000 0.32

Total� Shares 71,024,800 69.71


Anal�ysis of Sharehol�dings as at 30 June 2010 (Cont’d)

DIRECTORS’ SHAREHOLDINGS AS AT 30 JUNE 2010

Based on the Register of Directors’ Shareholdings maintained by the Company, the interests of the Directors in the shares of the Company are as follows:

Directors’ Name No. of Shares hel�d Percentage Direct Indirect Direct Indirect

Tan Sri Dato’ Kamaruzzaman Bin Shariff - - - -

Ong Puay Koon 1,645,000 22,700,000 1.61 22.28

Lim Boon Soon - - - -

Ong Choon Lui - 24,345,000 * - 23.89

Peter John Farrar - - - -

Ang Liang Kim 128,125 - 0.12 -

Foong Chee Meng - - - -

Toru Tanimoto - - - -

Tokumoto Masashi - - - -

Johari Bin Mohd Akhir - - - -

Sherman Lam Yuen Suen - - - -

Dato’ Zakri Afandi bin Ismail - - - -

* Ong Choon Lui is deemed interested in the shares held by Ong Puay Koon by virtue of him being a person connected to him.

SUBSTANTIAL SHAREHOLDERS AS AT 30 JUNE 2010

Based on the Register of Substantial Shareholders maintained by the Company, the Substantial Shareholders of the Company and their respective shareholdings are as follows:-

Name of Substantial� sharehol�ders Direct Indirect No. of Shares % No. of Shares %

Bintai Holdings (M) Sdn Bhd 22,000,000 21.59 - -

Ong Puay Koon 1,645,000 1.61 22,700,000 22.28

Ong Choon Lui - - 24,345,000* 23.89

Kinden Corporation 21,348,750 20.95 - -

* Ong Choon Lui is deemed interested in the shares held by Ong Puay Koon by virtue of him being a person connected to him.


NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting of the Company will be held at the Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Thursday, 26 August 2010 at 10.00 a.m. for the following purposes:

As Ordinary Business

1. To receive the Audited Financial Statements for the year ended 31 March 2010 together with the Reports of Directors and Auditors thereon.

2. To re-elect the following Directors who retire pursuant to Article 97 of the Company’s Articles of Association: a) Ong Puay Koon b) Toru Tanimoto c) Peter John Farrar

3. To re-elect the following Directors who retire pursuant to Article 102 of the Company’s Articles of Association: a) Johari bin Mohd Akhir b) Sherman Lam Yuen Suen c) Dato’ Zakri Afandi bin Ismail

4. To approve the payment of Directors’ fees of RM 466,000 for the financial year ended 31 March 2010. 5. To re-appoint Messrs. GEP Associates as Auditors of the Company and authorise the Directors to fix their remuneration.

As Special� Business 6. To consider and, if thought fit, with or without modifications, pass the following Ordinary Resolutions : - 6.1 Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of the relevant regulatory authorities, the Directors be and are hereby authorised to allot and issue shares in the Company, at any time and upon such terms and conditions and for such purposes and to such person or persons whomsoever as the Directors may deem fit, provided that the aggregate number of shares to be issued pursuant to this resolution shall not exceed 10% of the total issued capital of the Company for the time being and THAT the Directors be and are hereby also empowered to obtain the approval for the listing of and quotation for the additional shares to be issued on the Bursa Malaysia Securities Berhad and THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

(Pl�ease refer to Note 1)

(Resol�ution 2)(Resol�ution 3)

(Resol�ution 4)(Resol�ution 5)(Resol�ution 6)

(Resol�ution 7)

(Resol�ution 8)

(Resol�ution 9)

(Resol�ution 1)

Notice Of Annual� General� Meeting


6.2 Proposed Renewal Of Shareholders’ Mandate For Recurrent Related Party Transactions

“THAT, the Company and/or its subsidiary companies be and are hereby authorised to enter into any of the recurrent related party transactions as set out in section 2.3.2 of the Circular to Shareholders dated 20 July 2010 involving the interests of Directors, major shareholders or persons connected with Directors and/or major shareholders of the Company (“Related Parties”) provided that such arrangements and/or transactions are:

1) recurrent transactions of a revenue or trading nature; 2) necessary for the day-to-day operations; 3) carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and 4) are not to the detriment of the minority shareholders;

AND THAT such mandate shall continue to be in force until:

1) the conclusion of the next Annual General Meeting (“AGM”) of the Company following this AGM at which such mandate was passed, at which time it will lapse, unless by a resolution passed at the next AGM, the authority is renewed; or 2) the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or 3) revoked or varied by resolution passed by the shareholders at a general meeting;

whichever is the earlier;

AND FURTHER THAT the Directors of the Company be authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to the mandate.”

7. Totransactanyotherbusinessforwhichduenoticeshallhavebeengiven.

ByOrderoftheBoard

KhooMingSiangSecretary

KualaLumpur3August2010

(Resol�ution 10)

Notice Of Annual� General� Meeting (Cont’d)


Statement Accompanying Notice of Sixteenth Annual� General� Meeting

Details of the following Directors who are standing for re-election at the Sixteenth Annual General Meeting of the Company are laid out in the Directors’ Profile appearing on pages 8 to 12 of this Annual Report.

i. Ong Puay Koonii. Toru Tanimotoiii. Peter John Farrariv. Johari bin Mohd Akhirv. Sherman Lam Yuen Suenvi. Dato’ Zakri Afandi bin Ismail

Notice Of Annual� General� Meeting (Cont’d)

Notes:

1. The Agenda No. 1 is meant for discussion only as the provision of Section 169 (1) of the Companies Act, 1965 does not require a formal approval of shareholders and hence, is not put forward for voting.

2. A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote on his behalf. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

3. A member shall be entitled to appoint only one (1) proxy unless he has more than 1,000 shares in which case the Member is entitled to appoint up to two (2) proxies to attend the same meeting. Where a Member appoints more than one (1) proxy, the appointment of proxies shall not be valid unless the Member specifies the proportion of his shareholdings to be represented by each proxy.

4. A member who is an authorised nominee as defined under the Central Depositories Act (“Authorised Nominee”), is entitled to appoint up to two (2) proxies in respect of each Securities Account that has more than 1,000 shares, otherwise, the Authorised Nominee is entitled to appoint only one (1) proxy. Where an Authorised Nominee appoints two (2) proxies in respect of each Securities Account, the appointment shall not be valid unless the Authorised Nominee specifies the proportion of his shareholdings to be represented by each of the proxy.

5. The instrument appointing a proxy shall be in writing under the hands of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal, or the hand of its attorney duly authorised.

6. The Proxy Form together with the power of attorney (if any) must be deposited at the Registered Office of the Company at No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul, 51000 Kuala Lumpur not less than forty-eight (48) hours before the time fixed for the meeting or any adjournment thereof.

7. Explanatory Notes on Special Business

Ordinary Resol�ution No. 9 - Authority to al�l�ot and issue shares pursuant to Section 132D of the Companies Act, 1965

The proposed Ordinary Resolution No. 9 under item 6.1 above, if passed, will give the Directors of the Company, from the date of the above Annual General Meeting, authority to issue and allot shares in the Company up to and not exceeding in total ten percent (10%) of the issued share capital of the Company for such purposes as the Directors deemed fit and in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

This mandate is a renewal of the last mandate granted to the Directors at the Fifteenth Annual General Meeting held on 27 August 2009 and which will lapse at the conclusion of the Sixteenth Annual General Meeting.

As at the date of this Notice, no new shares in the Company were issued pursuant to the last mandate. The renewal of this mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to any placing of shares, for purpose of funding future investments, working capital and/or acquisitions.

Ordinary Resol�ution No. 10 - Proposed Renewal� of Sharehol�ders’ Mandate for Recurrent Rel�ated Party Transactions

The proposed Ordinary Resolution No. 10 under item 6.2 above, if passed, will enable the Company and/or its subsidiary companies to enter into recurrent transactions involving the interest of Related Parties, which are necessary for the Group’s day-to-day operations and undertaken at arm’s length basis, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company.

Further information on the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transaction are set out in the Circular to Shareholders dated 20 July 2010, enclosed together with this annual report.

THISPAGEISINTENTIONALLYLEFTBLANK

FORM OF PROXYBINTAI KINDEN CORPORATION BERHAD(Company No. 290870-P)

I/We (FULL NAME IN BLOCK LETTERS)

NRIC NO/COMPANY NO

of

(FULL ADDRESS)

being a Member of Bintai Kinden Corporation Berhad, hereby appoint the following person(s) or failing him, the Chairman of the Meeting, as my/our proxy/proxies to attend and vote for me/us and on my/our behalf, at the Sixteenth Annual General Meeting of the company, to be held at Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Thursday, 26 August 2010 at 10.00 a.m. or at any adjournment thereof:-

Shares represented Name Address NRIC No by Proxy

1

2

No Resol�ution First Proxy Second Proxy For Against For Against

1 Re-election of Ong Puay Koon as Director

2 Re-election of Toru Tanimoto as Director

3 Re-election of Peter John Farrar as Director

4 Re-election of Johari bin Mohd Akhir as Director

5 Re-election of Sherman Lam Yuen Suen as Director

6 Re-election of Dato’ Zakri Afandi bin Ismail as Director

7 Approval of Directors’ fees

8 Re-appointment of Messrs. GEP Associates as Auditors and to authorise the Directors to fix their remuneration

Special� Business

9 Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965

10 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions Please indicate with an “X” in the space provided above as to how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.

Date: Signature/Common Seal

Telephone No:

No of shares

CDS Account No

Notes: 1. If no name is inserted in the space provided for the name of your proxy, the Chairman of the Meeting will act as your proxy.

2. A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote on his behalf. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

3. A member shall be entitled to appoint only one (1) proxy unless he has more than 1,000 shares in which case the Member is entitled to appoint up to two (2) proxies to attend the same meeting. Where a Member appoints more than one (1) proxy, the appointment of proxies shall not be valid unless the Member specifies the proportion of his shareholdings to be represented by each proxy.

4. A member who is an authorised nominee as defined under the Central Depositories Act (“Authorised Nominee”), is entitled to appoint up to two (2)

proxies in respect of each Securities Account that has more than 1,000 shares, otherwise, the Authorised Nominee is entitled to appoint only one (1) proxy. Where an Authorised Nominee appoints two (2) proxies in respect of each Securities Account, the appointment shall not be valid unless the Authorised Nominee specifies the proportion of his shareholdings to be represented by each of the proxy.

5. The instrument appointing a proxy shall be in writing under the hands of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal, or the hand of its attorney duly authorised.

6. The Proxy Form together with the power of attorney (if any) must be deposited at the Registered Office of the Company at No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul, 51000 Kuala Lumpur not less than forty-eight (48) hours before the time fixed for the meeting or any adjournment thereof.

The Company SecretaryBINTAI KINDEN CORPORATION BERHAD

(Company No.290870-P)

No. 43-0-8. Jalan 1/48ASentul Perdana

Bandar Baru Sentul51000 Kuala Lumpur, Malaysia

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