2009 - malaysiastock.biz annual report 2009 3 astral asia berhad (co. no. 374600-x) tan sri dato’...

2009A N N U A L R E P O R T

Corporate Information Board of Directors’ ProfileChairman’s StatementAudit Committee Corporate GovernanceAdditional Compliance InformationStatement on Internal ControlDirectors’ ReportStatement by DirectorsStatutory DeclarationReport of the AuditorsBalance SheetsIncome StatementsStatements of Changes in EquityCash Flow StatementsNotes to the Financial StatementsAnalysis of ShareholdingsGroup’s PropertiesNotice of Annual General MeetingStatement AccompanyingNotice of Annual General MeetingAppendix 1Proxy Form Enclosed

0203060811161719232324262728303268707173

74

con tents

2 ANNUAL REPORT 2009ASTRAL ASIA BERHAD (Co. No. 374600-X)

Directors

Tan Sri Dato’ Hj Husein Bin Ahmad (Non-Executive Chairman)

Dato’ Lim Kang Poh (Deputy Executive Chairman)

Tuan Haji Md Adanan Bin Abdul Manap (Deputy Chief Executive Officer)

Y.H. Dato’ Md Adnan Bin Sulaiman (Executive Director)

Y.H. Dato’ Amihamzah Bin Ahmad (Independent Non-Executive Director)

Mr. Tan En Chong (Independent Non-Executive Director)

AUDit coMMittee

Y.H. Dato’ Amihamzah Bin Ahmad (Chairman/Independent Non-Executive Director)

Mr. Tan En Chong (Independent Non-Executive Director)

Tan Sri Dato’ Hj Husein Bin Ahmad (Non-Independent Non-Executive Director)

secretArY

Mr Hoon Hui Kit (MIA 6180)

AUDitors

SJ Grant Thornton(Member of Grant Thornton International)Chartered AccountantsLevel 11, Faber Imperial CourtJalan Sultan Ismail50250 Kuala LumpurTel No : 03-2692 4022Fax No : 03-2691 5229

reGistereD oFFice AND PriNciPAL PLAce oF BUsiNess

No. 67 & 69, Jalan SBC 1Taman Sri Batu Caves68100 Batu CavesSelangor Darul EhsanTel No : 03-6185 7307Fax No : 03-6185 6799Website : www.astralasia.com

reGistrAr

Sectrars Services Sdn. Bhd.No. 28-1, Jalan Tun Sambanthan 3Brickfields50470 Kuala LumpurTel No : 03-2274 6133Fax No : 03-2274 1016

PriNciPAL BANKers

Malayan Banking BerhadPublic Bank BerhadCIMB Bank BerhadRHB Bank Berhad

soLicitors

TG Lee & AssociatesAris Rizal Christopher Fernando & Co.

stocK eXcHANGe ListiNG

Bursa Malaysia Securities BerhadMain MarketStock Code: 7054

corporate Information


tan sri Dato’ Hj Husein Bin AhmadNon-Executive Chairman

Aged 75, was appointed to the Board on 27 October 1997. He started his career as a teacher in 1951. He was appointed as Chairman of Syarikat Kenderaaan Melayu Kelantan in 1975. He served as Deputy Chief Minister of Kelantan for 5 years between 1978-1982. He was appointed as a Senator in 1985 before being appointed as Deputy Minister of Housing and Local Development in 1988. Between 1982 and 1995, he was the Head of Information, UMNO. He had been the Chairman Lembaga Pertanian Kemubu Negeri Kelantan (KADA) between 1990 and 2003. He is currently the Non-Executive Chairman of Tasja Sdn Bhd and Husa Networks Sdn Bhd (Radio Manis fm).

Tan Sri Dato’ Hj Husein Bin Ahmad is a director of Utusan Melayu (Malaysia) Berhad.

Tan Sri Dato’ Hj Husein Bin Ahmad attended all the four Board meetings held in the financial year ended 31 December 2009.

Dato’ Lim Kang PohDeputy Executive Chairman

Aged 53, was appointed as Managing Director of Astral Asia Berhad on 27 October 1997 and he has been re-designated as Deputy Executive Chairman effective 1 December 2003. He is one of the founder members of Tasja Sdn Bhd and was appointed to the Board on 8 December 1995. Dato’ Lim started his career in the construction industry in 1976. He has been appointed as Managing Director of Syarikat Ladang LKPP Sendirian Berhad since April 2005. He is director of several other private limited companies. His experience in the construction and plantation industries has strengthened the management of the Group.

Dato’ Lim Kang Poh is a director of PLS Plantations Berhad (formerly known as Pembinaan Limbongan Setia Berhad).

Dato’ Lim Kang Poh attended all the four Board meetings held in the financial year ended 31 December 2009.

Directors’ Prof i le


tuan Haji Md Adanan Bin Abdul ManapDeputy Chief Executive Officer

Tuan Haji Md Adanan Bin Abdul Manap, aged 67, was appointed to the Board of Astral Asia Berhad on 3 November 1997 and has been re-designated as Executive Director effective September 2002. He is currently the Deputy Chief Executive Officer of the Company. He started his career as an Officer in the Accountant General office in 1970. In 1974, he was transferred to the Ministry of International Trade and Industry and was subsequently promoted to Higher Executive Officer in the Public Services Department in 1976. In 1984, he was transferred to the Ministry of Finance and served as Senior Executive officer. In 1993 he joined the Ministry of Public Enterprise and retired optionally from service in 1996.

Tuan Haji Md Adanan Bin Abdul Manap attended all the four Board meetings in the financial year ended 31 December 2009.

Y.H. Dato’ Md Adnan Bin sulaimanExecutive Director

Aged 61, is the Executive Director of the Company and was appointed to the Board on 3 November 1997. He graduated with a Bachelor of Science (Agriculture) from University Malaya in 1974 and obtained a Masters of Science from University of Wisconsin, USA in 1980. He started his career as an Agriculture Officer with the Jabatan Pertanian Negeri Perak in 1974. He worked in various agriculture departments between 1975-1983 before joining Jabatan Pertanian Pahang as Assistant Director in 1983. In 1991, he joined Lembaga Kemajuan Perusahaan Pertanian Negeri Pahang Group (“LKPP”) and assumed the post of Deputy General Manager before becoming General Manager of LKPP in 1996. Y.H. Dato’ Md Adnan is the representative from LKPP, a substantial shareholder of the Company.

Y.H. Dato’ Md Adnan Bin Sulaiman is also director of Kurnia Setia Berhad and Far East Holdings Berhad.

Y.H. Dato’ Md Adnan Bin Sulaiman attended two out of the four Board meetings in the financial year ended 31 December 2009.



Y.H. Dato’ Amihamzah Bin AhmadIndependent Non-Executive Director

Aged 60, was appointed to the Board of Astral Asia Berhad on 3 November 1997. He served as Chairman of Audit Committee and Nomination Committee and is a member of Remuneration Committee. He holds a Degree in Social Science from University of Malaya. He joined the Public Service from 1973 to 1995 and served various Ministries such as Ministry of Land and Mine, Ministry of Agriculture and Ministry of Public Entrepreneur. In 1996, he was elected as Member of Parliament for the Lipis Parliament Constituency and served until March 2004. He has extensive knowledge and expertise in both the land & mines and agriculture sectors, obtained though years of hand on experience. Currently, he is also the Chairman of the Board of Trustees of Amanah Ikhtiar Malaysia.

Y.H. Dato’ Amihamzah Bin Ahmad attended all the four Board meetings held in the financial year ended 31 December 2009.

Mr tan en chongIndependent Non-Executive Director

Aged 60, was appointed to the Board of Directors on 1 July 2001. He serves as the Chairman of Remuneration Committee and also a member of Audit Committee and Nomination Committee. He graduated with a Bachelor of Science (Hons) from Royal Holloway College, University of London. He is a Fellow of the Association of Chartered Certified Accountants and a member of the Malaysian Institute of Accountants.

Upon graduation, he joined CHUBB Fire Security (UK) as Financial Assistant in 1976. He had served in various positions in construction, manufacturing, trading and property development companies. Since 1992, he has been the Financial Director of Skim Daya Properties Sdn Bhd and TM Industrial Plastic Sdn Bhd.

Mr. Tan En Chong is also an Independent Non-Executive Director of TSR Capital Berhad.

Mr. Tan En Chong attended all the four Board meetings held in the financial year ended 31 December 2009.

None of the Directors has- any family relationship with any Director and/or major shareholder of the Company- any conflict of interest with the Company- any conviction for offences within the past 10 years other than traffic offences.

All of the Directors are Malaysian.



oPerAtiNG resULts

For the financial year under review, the Group recorded a 42.6% reduction in the revenue from RM78.7 million in the previous financial year to RM45.2 million, a decrease of RM33.5 million. The decrease in the Group’s total revenue was mainly due to lower contribution from both the plantation and construction divisions. At the operations level, the Group recorded a loss after tax of RM5.9 million for the financial year 2009 compared with a profit after tax of RM9.9 million in the previous financial year.

DiviDeND

I am pleased to note that the Board of Directors had recommended the payment of a first and final dividend of 2.0 sen per ordinary share less tax for the 2009 financial year. Subject to the approval of the shareholders at the forthcoming Annual General Meeting, the dividend will be paid on 8 July 2010.

PLANtAtioN DivisioN

The plantation division’s revenue decreased to RM28.6 million in the 2009 financial year compared with RM37.1 million in the previous financial year. The Group had recorded a marginal lower fresh fruits bunches (“FFB”) production of 58,048 m/t, representing a decrease of 2.0 % compared with the total production of 59,263 m/t in 2008. The plantation division’s pre-tax profit had decreased 31.8 % to RM13.7 million compared with the pre-tax profit of RM20.1 million in the 2008 financial year. This was mainly due to lower crude palm oil prices during the year under review. The crude palm oil realised at an average price of RM2,250 per m/t compared to RM2,805 per m/t during the previous financial year.

coNstrUctioN DivisioN

For the year under review, the construction division’s revenue had decreased 60.2 % to RM16.6 million compared to RM41.6 million recorded in 2008. The construction division recorded a higher loss before tax of RM11.2 million for the year 2009 compared to a loss before tax of RM0.2 million in 2008 due to the full provision for cost overruns in respect of all contract works which had reached the final stages of completion.

On behalf of the Board of Directors of Astral Asia Berhad, I am pleased to present the Annual Report and Audited Financial Statements of Astral Asia Berhad and its subsidiaries (“the Group”) for the financial year ended 31 December 2009.

chairman’s Statement

ANNUAL REPORT 2009ASTRAL ASIA BERHAD (Co. No. 374600-X)

7

corPorAte DeveLoPMeNts

As mentioned in my previous report, Syarikat Ladang LKPP Sdn Bhd (“SLLKPP”) had proposed to develop its existing Bukit Kuin estate measuring 1,874 acres (“the Bukit Kuin Land”) into a mixed property development to be named as Kuantan Hi-Tech Park (“KuHTP”). This project, with an estimated gross development value of RM2.8 billion would be developed over a period of 10 to 15 years. I am pleased to inform that Lembaga Kemajuan Perusahaan Pertanian Negeri Pahang (“LKPP”) had in principle endorsed this project to be part of the proposed East Coast Economic Region master plan. The Bukit Kuin Land is currently leased from LKPP till year 2090.

In furtherance to the above, SLLKPP had in December 2008 entered into a conditional Sale and Purchase Agreement (“SPA”) with LKPP to acquire the Bukit Kuin Land for a cash consideration of RM5.375 million. I am pleased to inform that to date, Majlis Perancang Fizikal Negara, Pejabat Tanah & Galian Negeri Pahang and Lembaga Tanah Estet had given their respective approvals in principle to Syarikat Ladang LKPP Sdn Bhd for the development of the KuHTP.

The successful implementation of the KuHTP would enhance the land value of the Bukit Kuin Land and consequently will yield better returns to the shareholders of the Group in the long run.

ProsPects

The Board of Directors and I are of the view that with the current stable crude palm oil prices, the Group is expected to maintain satisfactory performance in the financial year 2010.

AcKNowLeDGeMeNts

On behalf of the Board of Directors, I would like to express my deep appreciation to my fellow Board members, the management and staff, business associates and the shareholders for their utmost commitment, contribution and support to the Group.

tAN sri DAto’ Hj HUseiN BiN AHMADchairman

Kuala Lumpur04 June 2010

chairman’s statement


PreseNt MeMBers oF tHe AUDit coMMittee Are As FoLLows:-

Y.H. Dato’ Amihamzah Bin Ahmad(Chairman)Independent Non-Executive Director

Mr. Tan En Chong(Member)Independent Non-Executive Director

Tan Sri Dato’ Hj Husein Bin Ahmad (Member)Non-Independent Non-Executive Director

The Audit Committee was formed on 12 February 1998.

terMs oF reFereNce

1. objectives

The principal objective of the Audit Committee (“Committee”) is to assist the Board of Directors in discharging its duties and responsibilities in the area of corporate disclosure and transparency, public accountability of the Company and its subsidiaries. The Committee also endeavours to adopt practices aimed at maintaining appropriate standards of corporate responsibility and integrity to the Company’s shareholders.

2. composition

The Committee comprises of three (3) members, all of whom are Non-Executive Directors and the majority of whom are Independent Directors. One (1) member of the Committee is a member of the Malaysian Institute of Accountants. The Chairman of the Committee is an Independent Director appointed by the Board.

3. Duties and responsibilities

3.1 The duties and responsibilities :

a) review the quarterly and year-end financial statements of the Group before submission to the Board;b) review with the external auditors, their evaluation of the system of internal controls, their management letter

on internal control recommendations and the management’s response;c) review the adequacy, scope, functions competency and resources of the internal audit function and that it

has necessary authority to carry out its work;d) to discuss the nature, scope and timing of the external audit plan; ande) to review related party transactions and conflict of interest situation that may arise.

3.2 To review any letter of resignation from the external auditors of the Company and recommend the nomination of a person or persons as the external auditors and their remuneration.

Audit Committee


4. Authority

The Committee is authorised by the Board to:

a) investigate any activity within the scope of the Committee’s duties;b) obtain any information it requires from any employee(s);c) obtain outside legal or independent professional advice; d) convene meeting with the external auditors, the internal auditors or both, excluding the attendance of other

directors and employees of the Company whenever deemed necessary; ande) make recommendations for improvements of operating performance and management control.

5. retirement and resignation

In the event of any vacancy in the Audit Committee resulting in non-compliance with the minimum requisite number of members, the said vacancy must be filled within 3 months.

6. Meetings

a) The quorum for a meeting of the Audit Committee shall be two (2).

b) The Secretary to the Audit Committee shall be the Company Secretary or any other person appointed by the Committee.

c) During the financial year ended 31 December 2009, the Audit Committee held a total of four (4) meetings:-

Name No. of Meetings Attended

Y.H. Dato’ Amihamzah Bin Ahmad 4/4 Mr Tan En Chong 4/4 Tan Sri Dato’ Hj. Husein Bin Ahmad 4/4

7. summary of Activities of the Audit committee

During the period the Audit Committee carried out the following duties:-

a) reviewed the quarterly unaudited consolidated result before recommending them to the Board for their approval and announcement;

b) reviewed the internal audit plan and internal audit reports and considered the major finding of internal auditors and management’s response;

c) reviewed and discuss the internal audit function, its authorities and scope of works and the internal audit report;d) reviewed the results of the audit, the audit report and the management letter, including management’s response;e) evaluated the audit proposals for the Group; andf) evaluated the performance of the external auditors and recommended to the Board for re-appointment, if

applicable.

audit committee


8. internal Audit Function

The internal audit function of the Group is presently outsourced to a firm of Chartered Accountants to provide the Board and the Committee with assurance on the adequacy and effectiveness of the system of internal control of the Group. The internal auditors focus their review on significant and high risk areas of the Group’s businesses. The internal audit function reports directly to the Committee.

During the financial year under review, the outsourced internal audit conducted the review on the following areas:

a) Reviewed the reliability and integrity of the Group’s financial statements;b) Reviewed the systems established to ensure compliance with adopted policies, procedures, laws and regulations;c) Reviewed the means of safeguarding the Group’s assets and verified existence of such assets;d) Appraised the deployment of the Group’s resources in an economy and efficiency manner; ande) Reviewed the Group’s operations and programs to ascertain results were consistent with the Group’s established

objectives and goals.

Based on the results of the internal audit carried out, the internal auditor had presented to the Committee their observations, recommendations and follow-up actions to be taken by the Group.

For the financial year ended 31 December 2009, the total costs incurred for the IA function are RM18,000.00.

audit committee


The Board of Directors supports the objective of the Malaysian Code on Corporate Governance (“the Code”) and also acknowledges its role in protect and enhance shareholders’ value. The Directors believe that good corporate governance results in quantifiable long-term success and creation of long-term shareholders’ value.

Set out below is the description of how the Company has applied the Principles of Corporate Governance as set out in the Code throughout the financial year ended 31 December 2009.

sectioN A – tHe BoArD oF Directors

composition of the Board

An experienced and effective Board consisting of members with a wide range of skill and experience from financial and business background leads and controls the Group.

The directors bring depth and diverse expertise to the leadership of the Group’s plantation and construction businesses.

The Board continues to give close consideration to its size, composition and spread of experience and expertise. No individual or group of individuals dominates the Board’s decision making processes and the number of independent directors reflects fairly the investment of the minority shareholders. This is to ensure that issues of strategy, performance and resources are fully discussed and examined to take into account long-term interest of stakeholders of the Company.

The Board comprises the Non-Executive Chairman, Deputy Executive Chairman, Deputy Chief Executive Officer, one Executive Director and two Independent Non-Executive Directors. The Company complied with the Listing Requirements of Bursa Malaysia where at least one third of the Board is Independent Non-Executive Directors.

Board responsibilities

The responsibilities of the Board of Directors of the Company are as follows:-

- Reviewing and adopting a strategic plan for the Company which will enhance the future growth and profitability of the Company;

- Overseeing the conduct of the Company’s business and to evaluate whether the business is being properly managed;- Identifying principal risks of the business and ensure implementation of appropriate systems to manage these risks;

and- Reviewing adequacy and integrity of the Company’s internal control systems and management information systems,

including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

Board Balance

The roles of the Deputy Executive Chairman and the Deputy Chief Executive Officer are separate with clearly defined responsibilities to ensure the balance of power and authority. The Deputy Chairman is primarily responsible for the orderly conduct and working of the Board whilst the Deputy Chief Executive Officer is responsible for the overall operations of the business and the implementation of Board strategy and policy.

All the Independent Non-Executive Directors are independent of management and are free from any business or other relationship that could materially interfere with the exercise of their independent judgment. They have the calibre to ensure that the strategies proposed by the management are fully deliberated and examined in the long-term interest of the Group, as well as shareholders, employees and customers.

corporate Governance


Board Meetings and supply of information to the Board

During the financial year ended 31 December 2009, four (4) meetings of the Board were held. Details of attendance are provided on page 73 of this Annual Report.

The Deputy Chief Executive Officer of the Company undertakes the responsibility to ensure that the agenda and full set of Board papers (including qualitative information of the Company) for consideration are distributed well before each meeting of the Board to ensure that the Directors have sufficient time to study them and be properly prepared for discussion and decision making. Minutes of Board meetings are maintained.

All directors of the Company whether in full Board or in their individual capacity, have access to all information within the Company and they could seek independent professional advice where necessary to discharge their duties.

The Directors have access to the advice and services of the Company Secretary who is responsible for ensuring the Board meeting procedures are followed and that applicable rules and regulations are complied with.

Appointment and re-election of directors

In accordance with the Company’s Articles of Association, at least one third of the Directors shall retire from the office every year provided always that all Directors shall retire from office at least once in every three years but shall be eligible for re-election.

All directors who are appointed by the Board are subject to re-election by shareholders at the following Annual General Meeting after their appointment.

Nomination committee

The Nomination Committee was established on 2 January 2002. The Nomination Committee is responsible for proposing new nominees for the Board and assessing the performance of directors on an on-going basis. The actual decision as to who shall be appointed is the responsibility of the full Board after considering the recommendations of the Nomination Committee.

The Nomination Committee reviews the performance of members of the Board and assesses the effectiveness of the Board as a whole and the contribution of each individual director. The Nomination Committee will also review the required mix of skills and experience and other core competencies, which non-executive directors should bring to the Board.

The Nomination Committee comprises:

Chairman : Y.H. Dato’ Amihamzah Bin AhmadMembers : Tan Sri Dato’ Hj Husein Bin Ahmad Mr Tan En Chong

All directors of the company have attended the Mandatory Accreditation Programme (MAP) conducted by the Research Institute of Investment Analysts Malaysia and have fulfilled all required points under the Continuous Education Programme (“CEP”).

Pursuant to Paragraph 15.08 of the Listing Requirements of Bursa Malaysia Securities Berhad, the Directors had attended a training on Insight on the Oil Palm Division on 22 December 2009. Directors are encouraged to attend appropriate continuous training to keep abreast with new business development and changes in regulatory requirements.

corporate governance


sectioN B – Directors’ reMUNerAtioN

remuneration Policy and Procedures

The Code states that remuneration for Directors should be determined so as to ensure that the Company attracts and retains the Directors needed to manage the Company successfully. In Astral Asia Berhad, the remuneration for Executive Directors is structured so as to link reward to corporate and individual performance. In the case of Non-Executive Directors, the quantum of remuneration reflects the level of experience and responsibilities undertaken by them during the period under review.

The aggregate Directors’ remuneration paid or payable or otherwise made available to all Directors of the Company during the financial year are as shown as below:-

salary and other Benefitscategory Fees emoluments in Kind

Executive Directors 153,000 636,050 -Non-Executive Directors 42,000 - -

The number of Directors of the Company whose total remuneration fall within the following bands :

executive Directorsremuneration Number

Below RM50,000 2RM50,001 - RM100,000 -RM450,001 - RM500,000 1

Non executive Directorsremuneration Number

Less than RM50,000 2RM50,001 - RM100,000 1

The remuneration of the Directors of the Company includes the remuneration and fees paid by subsidiaries of the Company.

remuneration committee

The Remuneration Committee was established on 2 January 2002. The Remuneration Committee reviews the performance of the Executive Directors and furnishes recommendations to the Board on specific adjustments in remuneration, including reward payments commensurate with the respective contributions of the Executive Directors for the year. In the case of Non-Executive Directors, the Board as a whole will determine the remuneration package. The level of remuneration reflects the level of experience and responsibilities undertaken and the individuals concerned are abstained from discussion and decision making.

The Remuneration Committee comprises:

Chairman : Mr Tan En ChongMembers : Tan Sri Dato’ Hj Husein Bin Ahmad Y.H. Dato’ Amihamzah Bin Ahmad



sectioN c – sHAreHoLDers

Dialogue with investors and shareholders

The Company recognises the importance of keeping the shareholders and investors informed of the Group’s business and corporate developments. Such information is disseminated via the Company’s annual report, circular to the shareholders and the announcements made from time to time. Shareholders may obtain the Company’s latest announcements via the Bursa Malaysia website or the Company website www.astralasia.com.

All shareholders including private investors have an opportunity to participate in discussion with the Board on matters relating to the Company’s operation and performance at the Company’s annual general meeting. It is the principal forum for dialogue with shareholders. The management will take note of the shareholders’ suggestions and comments for consideration.

sectioN D – AccoUNtABiLitY AND AUDit

Directors’ responsibility statements

The Directors are required by the Companies Act 1965 to prepare financial statements for each financial year which give a true and fair view of the state of affair of the Company and the Group as at the end of the financial year and of the results of the Company and the Group for the year ended.

The Directors consider that in preparing the financial statements, the Group has used appropriate accounting policies, consistently applied and supported by reasonable prudent judgments and estimates, and that all applicable standards have been followed.

The Directors have responsibility for ensuring that the Company and the Group keep accounting records which disclose with reasonable accuracy the financial position of the Company and the Group and which enable them to ensure that the financial statements comply with the Companies Act, 1965.

The Directors have general responsibility for taking reasonable steps to safeguard the assets of the Company and the Group as well as to detect and prevent frauds and irregularities, if any.

Financial reporting

The Directors are responsible for the preparation of the annual audited accounts and the Board ensures that the accounts and other financial reports of the Company are prepared in accordance with Approved Accounting Standards and present a balanced and comprehensive assessment of the Company’s position and prospects, to all the shareholders.

The Company’s Annual Report and quarterly announcements of results gives an updated financial performance of the Company periodically.



Audit committee

The Audit Committee comprises two Independent Non-Executive Directors and one Non-Executive Chairman. The composition and Terms of Reference of the Audit Committee are also provided in this report.

The Audit Committee has explicit authority from the Board to investigate any matter and is given full responsibility within its term of reference and necessary resources which it needs to do so and has full access to information of the Group. The Audit Committee also meets once a year with the external auditors and the internal auditors without the presence of the Executive Board members.

internal control

The Directors recognise their responsibility for the maintenance of a sound system of internal control, covering not only financial controls but also compliance controls including risk assessment framework and control activities covering information and communication, and reviewing its effectiveness. As with any such system, controls can only provide reasonable but not absolute assurance against material misstatements or loss. The Group is continuously looking into the adequacy and integrity of its system of internal controls.

internal Audit

The Directors have out-sourced the internal audit function to a firm of Chartered Accountants, which is independent and audit work will be conducted with impartiality proficiency and due professional care.

relationship with external auditors

The Board ensures that there is transparent arrangement for the achievement of objectives and maintenance of professional relationship with external auditors.



otHer iNForMAtioN reQUireD BY tHe ListiNG reQUireMeNts oF BUrsA MALAYsiA

Utilisation of Proceeds

No proceeds were raised by the Company from any corporate exercise during the financial year.

share Buybacks

During the financial year, there were no share buybacks by the Company.

options, warrants or convertible securities

The Company did not issue any options, warrants or convertible securities during the financial year.

Depository receipt Programme

During the financial year, the Company did not sponsor any Depository Receipt Programme.

imposition of sanctions/Penalties

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

Non Audit Fees

Non-audit fees paid to the external auditors for the financial year amounted to RM5,000.00.

variation in results for Profit estimate, Forecast or Projection

The Company did not make any release on the profit estimate, forecast or projections for the financial year. The variance between the audited results (net profit after taxation) and the unaudited results announced to Bursa Malaysia is less than 10%.

Profit Guarantee

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

Material contracts

There were no material contracts entered into by the Company and its subsidiaries involving directors and major shareholders’ interest during the financial year.

contract relating to Loans

There were no contracts relating to loans entered into by the Company in respect of the abovementioned item.

revaluation of Landed Properties

The Company adopts a revaluation policy to revalue the Company’s land, building and plantation at least once in every 5 years. The Group’s landed properties were last revalued during the financial year ended 31 December 2006.

related Parties transactions

There were no related parties’ transactions during the financial year under review except as disclosed in No. 28 to the Financial Statements.

corporate social responsibility

The Company did not carry out specific activities in relation to Corporate Social Responsibility but generally, the Company endorsed only those actions and projects that would benefit the society at large.

Addit ional Compliance Information


statement on Internal Control

iNtroDUctioN

The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of internal control to safeguard shareholders’ investments and the Group’s assets. Set out below is the Board of Director’s Statement on Internal Control (“Statement”) as a Group for the year ended 31 December 2009 in compliance with paragraph 15.26(b) of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), and in accordance with the Statement of Internal Control:Guidance for Directors of Public Companies issued by Bursa Malaysia.

tHe BoArD’s resPoNsiBiLitY

The Board of Directors (“the Board”) recognises the importance of maintaining sound internal control systems and risk management practices to ensure good corporate governance. The Board affirms its overall responsibility for reviewing the adequacy and integrity of the Group’s system of internal control. It should be noted, however, that such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives. It follows, therefore, that the system of internal control can only provide reasonable but not absolute assurance against material misstatement or loss to the Group.

tHe GroUP’s sYsteM oF iNterNAL coNtroL

The Board is aware that a sound system of internal control should be capable of managing the principal risks of the Group and be embedded in the operations of the Group. To ensure that this is possible, the Group has a formalised reporting structure comprising the Deputy Executive Chairman (DEC), Executive Directors and management, which ensures communication of the Group’s business objectives, operational and financial issues or risks through management meetings at various levels. In addition, the Board is of the opinion that it has experienced executive directors and qualified managers with relevant industry experience to run and manage the operations and businesses of the Group.

There are ad-hoc and scheduled meetings both at management and operational levels to deliberate and resolve business, financial and operational matters.

In addition, the current system of internal control in the Group has within it, the following key elements:

- An organisation structure which defines the reporting lines up to the Board level.

- Documented policies and procedures for all significant processes for its active subsidiaries.

- The Board had set and formalised the authority limits for certain transactions.

- The Board reviews and adopts the financial results on a quarterly basis, in conjunction with the quarterly announcement of results of the Group to Bursa Malaysia.

- The internal audit function that performs an independent assessment of the system of internal control and to provide independent review of the risk management areas as well as to identify controls to mitigate these risks.

The Audit Committee (‘AC’) is tasked by the Board with the duty of reviewing and monitoring the effectiveness of the Group’s system of internal control.


statement on internal control

iNterNAL AUDit FUNctioN

The AC has appointed a firm of Chartered Accountants to provide internal audit services on an outsourced basis.

The internal audit function provides the AC with reports, wherein it highlights observations and recommends to the Management action plans necessary to be taken to improve the system of internal control.

tHe BoArD’s coMMitMeNt

The Board is of the view that the internal control system that has been in place throughout the Group is adequate to safeguard shareholders’ investment and the Group’s assets. The Board, however, recognises that the Group operates in a dynamic business environment in which the internal control system must be responsive in order to be able to support its business objectives. To this end, the Board remains committed towards maintaining a sound system of internal control and therefore recognises that the system must continuously develop to support the growth and dynamics of the Group. As such, the Board, in striving for continuous improvement, will put in place appropriate action plans, when necessary, to further enhance the Group’s system of internal control.

the Board of DirectorsAstral Asia BerhadDate : 28 April 2010


The Directors hereby submit their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2009.

PriNciPAL Activities

The Company is principally engaged in investment holding. The principal activities of its subsidiary companies and associate company are disclosed in Note 13 and 14 to the Financial Statements.

There have been no significant changes in the nature of activities of the Company, its subsidiary companies and associate company during the financial year.

FiNANciAL resULts Group company rM rM (Loss)/Profit for the financial year (2,687,895) 5,553,099

Attributable to:- Equity holders of the Company (5,975,341) Minority interest 3,287,446

(2,687,895)

DiviDeND

rM First and final dividend of 3.5 sen per ordinary share less 25% income tax 3,149,922

reserves AND ProvisioNs

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

issUe oF sHAres AND DeBeNtUres

There were no shares or debentures issued during the financial year.

Directors’ Report


iNForMAtioN oN tHe FiNANciAL stAteMeNts

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

(a) to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their values as shown in the accounting records of the Group and of the Company have been written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:-

(a) which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

No contingent 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, in the opinion of the Directors, will or may affect the ability of the Group and of the Company to meet its obligations as and when they fall due.

At the date of this report, there does not exist:-

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

(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

otHer stAtUtorY iNForMAtioN

The Directors state that:-

At the date of this report, they are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading.

In the opinion of the Directors:-

(a) the results of operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of operations of the Group and of the Company for the current financial year in which this report is made.

Directors’ Report


Directors oF tHe coMPANY The Directors in office since the date of the last report are as follows:-

Tan Sri Dato’ Hj Husein Bin Ahmad (Non-Executive Chairman)

Dato’ Lim Kang Poh (Deputy Executive Chairman)

Tuan Haji Md Adanan Bin Abdul Manap (Deputy Chief Executive Officer)

Y.H. Dato’ Md Adnan Bin Sulaiman (Executive Director)

Y.H. Dato’ Amihamzah Bin Ahmad (Independent Non-Executive Director) Mr. Tan En Chong (Independent Non-Executive Director)

Tuan Haji Md Adanan Bin Abdul Manap and Y.H. Dato’ Amihamzah Bin Ahmad will retire by rotation in accordance with Article 76 of the Company’s Articles of Association at the forthcoming Annual General Meeting and being eligible offer themselves for re-election.

Tan Sri Dato’ Hj Husein Bin Ahmad will retire in accordance with 129(6) of the Companies Act, 1965 at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

According to the Register of Directors’ Shareholdings, the beneficial interests of those who were Directors at the end of the financial year in the shares of the Company are as follows:-

ordinary shares of rM1 each At At 1.1.2009 Bought sold 31.12.2009 Dato’ Lim Kang Poh 32,564,469 - - 32,564,469Tan Sri Dato’ Hj Husein Bin Ahmad 510,000 - - 510,000Tuan Haji Md Adanan Bin Abdul Manap 30,000 - (30,000) -

By virtue of his interest in shares in the Company, Dato’ Lim Kang Poh is also deemed to have interest in the shares of all the subsidiary companies to the extent that the Company has an interest under Section 6A of the Companies Act, 1965.

No other Directors at end of the financial year held any interest in the shares of the Company during the financial year.

Directors’ BeNeFits

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in the Company or any other body corporate.

Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than as disclosed in Note 26 to the Financial Statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.

Directors’ Report


reMUNerAtioN coMMittee

The members of the Remuneration Committee are:-

Y.H. Dato’ Amihamzah Bin Ahmad (Chairman)Tan Sri Dato’ Hj Husein Bin AhmadMr. Tan En Chong

The Remuneration Committee reviews the performance of the Executive Directors and furnishes recommendations to the Board of Directors on specific adjustments in remuneration, including reward payments commensurate with the respective contributions of the Executive Directors for the financial year. In the case of Non-Executive Directors, the Board of Directors as a whole will determine the remuneration package. The level of remuneration reflects the level of experience and responsibilities undertaken and the individuals concerned are abstained from discussion and decision making.

AUDit coMMittee

The members of the Audit Committee are:-

Y.H. Dato’ Amihamzah Bin Ahmad (Chairman/Independent Non-Executive Director)Tan Sri Dato’ Hj Husein Bin Ahmad (Non-Independent Non-Executive Director)Mr. Tan En Chong (Independent Non-Executive Director)

The functions of the Audit Committee are to review accounting policies, internal controls, financial results and annual financial statements of the Group and of the Company on behalf of the Board of Directors.

In performing its functions, the Committee reviewed the overall scope of external audit. It met with the Group’s auditors to discuss the results of their examinations and their evaluation of the system of internal controls of the Group and of the Company. The Committee also reviewed the assistance given by the officers of the Group and of the Company to the auditors.

The Committee reviewed the financial statements of the Company and the consolidated financial statements of the Group as well as of the auditors’ report thereon.

AUDitors

Messrs SJ Grant Thornton have expressed their willingness to continue in office.

On behalf of the Board

.................................................................................... )TAN SRI DATO’ HJ HUSEIN BIN AHMAD ) ) ) DIRECTORS ).................................................................................... )TUAN HAJI MD ADANAN BIN ABDUL MANAP )

Kuala Lumpur28 April 2010

Directors’ Report


In the opinion of the Directors, the financial statements set out on pages 26 to 67 are 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 at 31 December 2009 and of the financial performance and cash flows of the Group and of the Company for the financial year then ended.

On behalf of the Board

........................................................................... .....................................................................TAN SRI DATO’ HJ HUSEIN BIN AHMAD TUAN HAJI MD ADANAN BIN ABDUL MANAP Kuala Lumpur28 April 2010

I, Hoon Hui Kit, being the Officer primarily responsible for the financial management of Astral Asia Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 26 to 67 are 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 )the abovenamed at Kuala Lumpur in )the Federal Territory this day of )28 April 2010 ) ..................................................................... HOON HUI KIT Before me:

Commissioner for Oathss. ArULsAMYNo. w490

statement by Directors

statutory Declarat ion


report on the Financial statements

We have audited the financial statements of Astral Asia Berhad, which comprise the balance sheets of the Group and of the Company as at 31 December 2009, the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 26 to 67.

Directors’ Responsibilities 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’ Responsibilities

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 at 31 December 2009 and of its financial performance and cash flows for the financial 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 subsidiary companies have been properly kept in accordance with the provisions of the Act.

independent auditors’ report to the members of Astral Asia Berhad


report on other Legal and regulatory requirements (cont’d)

b) We are satisfied that the financial statements of the subsidiary companies 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.

c) The auditors’ reports on the financial statements of the subsidiary companies did not contain any qualification or any adverse comment made under Section 174 (3) of the Act.

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.

SJ GRANT THORNTON DATO’ N. K. JASANI(NO. AF: 0737) CHARTERED ACCOUNTANTCHARTERED ACCOUNTANTS (NO: 708/03/12(J/PH)) Kuala Lumpur 28 April 2010

Independent auditors’ report to the members of Astra l Asia Berhad


Group company Note 2009 2008 2009 2008 rM rM rM rM SHARE CAPITAL 5 119,997,000 119,997,000 119,997,000 119,997,000 SHARE PREMIUM 1,333,300 1,333,300 1,333,300 1,333,300 REVALUATION RESERVE 6 57,775,497 57,775,497 - - ACCUMULATED LOSSES (64,554,025) (55,428,762) (80,666,018) (83,069,195) Equity attributable to equity holders of the Company 114,551,772 123,677,035 40,664,282 38,261,105 MINORITY INTERESTS 48,787,478 48,650,032 - - Total equity 163,339,250 172,327,067 40,664,282 38,261,105 NON-CURRENT LIABILITIES Finance creditors 7 317,516 285,607 - - Deferred taxation 8 31,719,492 30,565,492 - - 195,376,258 203,178,166 40,664,282 38,261,105

Represented by:- NON-CURRENT ASSETS Property, plant and equipment 9 6,172,812 6,264,158 - 390 Prepaid land lease payments 10 86,050,606 87,074,144 - - Biological assets 11 88,741,341 88,167,786 - - Investment properties 12 1,830,000 1,830,000 - - Investment in subsidiary companies 13 - - 18,458,120 18,458,120 Investment in associate company 14 1,551,118 1,593,735 - - Amount due from subsidiary companies 15 - - 22,641,364 20,194,863 Total non-current assets 184,345,877 184,929,823 41,099,484 38,653,373 CURRENT ASSETS Inventories 16 170,676 1,630,552 - - Amount due from customers on contracts 17 3,817,250 7,255,899 - - Trade receivables 18 7,666,191 12,272,345 - - Other receivables 19 1,002,855 2,296,538 1,000 6,000 Tax recoverable 154,603 149,629 149,629 149,629 Fixed deposits with licensed financial institutions 20 12,674,388 16,949,988 - - Cash and bank balances 6,176,529 2,081,428 48,191 49,939 Total current assets 31,662,492 42,636,379 198,820 205,568 LESS: CURRENT LIABILITIES Amount due to customers on contracts 17 85,200 233,263 - - Trade payables 21 10,624,231 14,451,472 - - Other payables 22 7,739,200 7,394,606 617,237 583,986 Amount due to associate company 14 565,195 565,195 - - Bank overdraft 23 - 530,814 - - Dividend payable 16,785 13,850 16,785 13,850 Tax payable 1,601,500 1,198,836 - - Total current liabilities 20,632,111 24,388,036 634,022 597,836 NET CURRENT ASSETS/(LIABILITIES) 11,030,381 18,248,343 (435,202) (392,268)

195,376,258 203,178,166 40,664,282 38,261,105

Balance Sheetsas at 31 December 2009

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


income Statementsfor the f inancia l year ended 31 December 2009

Group company Note 2009 2008 2009 2008 rM rM rM rM

Revenue 24 45,184,035 78,683,663 5,850,000 8,775,000 Cost of sales 25 (42,552,910) (55,470,772) - - Gross profit 2,631,125 23,212,891 5,850,000 8,775,000 Other income 4,193,906 1,936,187 587 1,315 Administration expenses (3,765,044) (4,209,654) (265,346) (295,461) Other expenses (639,018) (324,644) (31,800) (1,346,301) Finance costs (114,922) (117,057) - - Share of (loss)/profit in associate company (42,617) 31,560 - - Profit before taxation 26 2,263,430 20,529,283 5,553,441 7,134,553 Taxation 27 (4,951,325) (5,459,660) (342) (2,232,447) (Loss)/Profit for the financial year (2,687,895) 15,069,623 5,553,099 4,902,106 Attributable to:- Equity holders of the Company (5,975,341) 9,924,938 Minority interests 3,287,446 5,144,685 (2,687,895) 15,069,623 Basic (loss)/earnings per share attributable to equity holders of the company (sen) 28 (4.98) 8.27 Dividend per share (sen) First and final dividend (gross) 29 3.5 5.0



Attributable to equity holders of the company Non-distributable share share revaluation Accumulated Minority total capital premium reserve losses total interests equityGroup rM rM rM rM rM rM rM Balance at 1 January 2008 119,997,000 1,333,300 55,142,497 (60,913,811) 115,558,986 47,001,848 162,560,834 First and final dividend of 5.0 sen per ordinary share less 26% income tax - - - (4,439,889) (4,439,889) - (4,439,889) Dividend paid to minority interests - - - - - (1,554,001) (1,554,001) Dividend payable to minority interests - - - - - (1,942,500) (1,942,500) Transferred from deferred taxation - - 2,633,000 - 2,633,000 - 2,633,000 Profit for the financial year - - - 9,924,938 9,924,938 5,144,685 15,069,623 Balance at 31 December 2008 119,997,000 1,333,300 57,775,497 (55,428,762) 123,677,035 48,650,032 172,327,067 First and final dividend of 3.5 sen per ordinary share less 25% income tax - - - (3,149,922) (3,149,922) - (3,149,922) Dividend paid to minority interests - - - - - (1,050,000) (1,050,000) Dividend payable to minority interests - - - - - (2,100,000) (2,100,000) Loss for the financial year - - - (5,975,341) (5,975,341) 3,287,446 (2,687,895) Balance at 31 December 2009 119,997,000 1,333,300 57,775,497 (64,554,025) 114,551,772 48,787,478 163,339,250

statements of changes in Equityfor the f inancia l year ended 31 December 2009



Statements of changes in equity


share share Accumulated capital premium* losses total rM rM rM rM

company Balance at 1 January 2008 119,997,000 1,333,300 (83,531,412) 37,798,888 First and final dividend of 5.0 sen per ordinary share less 26% income tax - - (4,439,889) (4,439,889) Profit for the financial year - - 4,902,106 4,902,106 Balance at 31 December 2008 119,997,000 1,333,300 (83,069,195) 38,261,105 First and final dividend of 3.5 sen per ordinary share less 25% income tax - - (3,149,922) (3,149,922) Profit for the financial year - - 5,553,099 5,553,099 Balance at 31 December 2009 119,997,000 1,333,300 (80,666,018) 40,664,282 *Non-distributable



cAsH FLows FroM oPerAtiNG Activities Profit before taxation 2,263,430 20,529,283 5,553,441 7,134,553 Adjustments for:- Amortisation of prepaid land lease payments 1,023,538 1,013,438 - - Allowance for foreseeable loss on contracts - 894,496 - - Bad debts written off 597,498 163,617 - - Depreciation 1,029,980 865,959 390 533 Property, plant and equipment written off 9,633 23,394 - - Dividend income - - (5,850,000) (8,775,000) Gain on disposal of property, plant and equipment (139,199) (32,102) - - Interest expenses 52,206 104,159 - - Interest income (325,510) (535,751) (587) (1,315) Allowance for doubtful debts - current 1,861 255,574 31,800 367,147 - no longer required (229,254) (209,074) - - Impairment loss of investment - current - - - 979,154 - no longer required - (892,506) - - Share of loss/(profit) in associate company 42,617 (31,560) - - Operating profit/(loss) before working capital changes 4,326,800 22,148,927 (264,956) (294,928) Changes in working capital:- Inventories 1,459,876 (937,522) - - Receivables 5,529,732 (4,797,727) 5,000 (5,000) Payables (3,657,737) 2,662,552 33,251 27,000 Customers on contracts 3,290,586 (3,009,986) - - Subsidiary companies - - (2,185,801) (3,164,000) Cash generated from/(used in) operations 10,949,257 16,066,244 (2,412,506) (3,436,928) Dividend received - - 5,557,500 10,149,750 Dividend paid (3,146,987) (4,433,513) (3,146,987) (4,433,513) Dividend paid to minority shareholder (2,992,500) (4,236,751) - - Interest paid (52,206) (104,159) - - Interest received 325,510 535,751 587 1,315 Tax paid (3,399,635) (6,422,510) (342) (2,281,500) Net cash from/(used in) operating activities 1,683,439 1,405,062 (1,748) (876) cAsH FLows FroM iNvestiNG Activities Proceeds from disposal of property, plant and equipment 141,000 34,900 - - Purchase of property, plant and equipment A (540,068) (609,573) - - Purchase of biological assets (573,555) (1,928,804) - - Purchase of prepaid land lease payments - (1,400,550) - - Investment in subsidiary company - - - (2) Net cash used in investing activities (972,623) (3,904,027) - (2)

cash f low Statementsfor the f inancia l year ended 31 December 2009




cAsH FLows FroM FiNANciNG Activities Repayment of borrowings - (383,282) - - Repayment of finance creditors (360,501) (514,581) - - Net cash used in financing activities (360,501) (897,863) - - cAsH AND cAsH eQUivALeNts Net increase/(decrease) 350,315 (3,396,828) (1,748) (878) Brought forward 18,500,602 21,897,430 49,939 50,817 Carried forward B 18,850,917 18,500,602 48,191 49,939

Notes to tHe cAsH FLow stAteMeNts

A. PUrcHAse oF ProPertY, PLANt AND eQUiPMeNt

GroUP

The Group acquired property, plant and equipment with aggregate costs of RM950,068 (2008: RM959,426) of which RM410,000 (2008: RM349,853) was acquired by means of hire purchase. Cash payments of RM540,068 (2008: RM609,573) were made to purchase the property, plant and equipment.

B. cAsH AND cAsH eQUivALeNts

Cash and cash equivalents included in the cash flow statements comprise the following balance sheets amounts:-

Group company 2009 2008 2009 2008 rM rM rM rM

Cash and bank balances 6,176,529 2,081,428 48,191 49,939 Fixed deposits with licensed financial institutions 12,674,388 16,949,988 - - Bank overdraft (Note 23) - (530,814) - - 18,850,917 18,500,602 48,191 49,939

As disclosed in Note 20 to the Financial Statements, certain fixed deposits totalling RM5,650,425 (2008: RM5,649,258) have been pledged to financial institutions for guarantee facilities granted to subsidiary companies and hence, are not available for general use.

Cash f low statements



Notes to the F inancial Statements31 December 2009

1. BAsis oF PrePArAtioN oF tHe FiNANciAL stAteMeNts

The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards issued by Malaysian Accounting Standards Board (“MASB”) and the Companies Act, 1965 in Malaysia.

2. FiNANciAL risK MANAGeMeNt PoLicies

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s business whilst managing its risks. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s guidelines are not to engage in speculative transactions.

The main areas of financial risks faced by the Group and the policies in respect of the major areas of treasury activity are set out as follows:-

2.1 Interest rate risk

The Group’s guideline is to borrow principally on the floating rate basis but to retain a proportion of fixed rate debts. The objectives for the mix between fixed and floating rate borrowings are set to reduce the impact of an upward change in interest rates while enabling benefits to be enjoyed if interest rates fall.

2.2 Credit risk

The credit risk is controlled by the application of credit approvals, limits and monitoring procedures. An internal credit review is conducted if the credit risk is material.

2.3 Market risk

For key product purchases, the Group establishes floating and fixed price levels that the Group considers acceptable and enters into physical supply agreements, where necessary, to achieve these levels. The Group does not face significant exposure from the risk of changes in price levels.

2.4 Liquidity and cash flow risks

The Group seeks to achieve a balance between certainty of funding even in difficult times for the markets or the Group and a flexible, cost-effective borrowing structure. This is to ensure that at the minimum, all projected net borrowing needs are covered by committed facilities. Also, the objective for debts maturity is to ensure that the amount of debts maturing in any one year is not beyond the Group’s means to repay and refinance.

3. siGNiFicANt AccoUNtiNG PoLicies

3.1 Accounting convention

The financial statements of the Group and of the Company are prepared under the historical cost convention, unless otherwise indicated in the summary of significant accounting policies.

The financial statements are presented in its functional currency, Ringgit Malaysia (RM).

Notes to the f inancial statements


3. siGNiFicANt AccoUNtiNG PoLicies (cont’d)

3.2 Adoption of revised Financial Reporting Standards (“FRS”)

The following are standards and IC Interpretations which are not yet effective and have not been early adopted by the Group and the Company:-

(1) Amendments to FRS 1 - First-time Adoption of Financial Reporting Standards. Amendments relating to cost of an investment in a subsidiary, jointly controlled entity or associate (2) FRS 1 (#) - First-time Adoption of Financial Reporting Standards (3) Amendment to FRS 1(*) - Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters. Amendment relating to transition provisions for first-time adopter (4) Amendments to FRS 2 - Share Based Payment. Amendments relating to vesting conditions and cancellations (5) Amendments to FRS 2 (#) - Share Based Payment. Amendments relating to the scope of the standard (6) FRS 3 (#) - Business Combinations (7) FRS 4 - Insurance Contracts (8) Amendment to FRS 5 - Non-current Assets Held for Sale and Discontinued Operations. Amendment relating to disclosures of non-current assets (or disposal groups) classified as held for sale or discontinued operations (9) Amendments to FRS 5 (#) - Non-current Assets Held for Sale and Discontinued Operations. Amendment relating to the inclusion of non-current assets as held for distribution to owners in the standard (10) FRS 7 - Financial Instruments: Disclosures (11) Amendment to FRS 7 - Financial Instruments: Disclosures. Amendment relating to financial assets

(12) Amendment to FRS 7 (*) - Improving Disclosures about Financial Instruments. Amendments relating to the fair value measurement using fair value hierarchy and disclosure of liquidity risk (13) FRS 8 - Operating Segments (14) Amendment to FRS 8 - Operating Segments. Amendment relating to disclosure information about segment assets (15) FRS 101 - Presentation of Financial Statements (Revised) (16) Amendment to FRS 107 - Statement of Cash flows. Amendment relating to classification of expenditures on unrecognised assets (17) Amendment to FRS 108 - Accounting Policies, Changes in Accounting Estimates and Errors. Amendment relating to selection and application of accounting policies




3.2 Adoption of revised Financial Reporting Standards (“FRS”) (cont’d)

The following are standards and IC Interpretations which are not yet effective and have not been early adopted by the Group and the Company (cont’d):-

(18) Amendments to FRS 110 - Events After the Reporting Period. Amendment relating to reason for dividend not recognised as a liability at the end of the reporting period (19) Amendment to FRS 116 - Property, Plant and Equipment. Amendment relating to derecognition of asset (20) Amendment to FRS 117 - Leases. Amendment relating to classification of leases (21) Amendment to FRS 118 - Revenue. Amendment relating to Appendix of this standard and recognition and measurement (22) Amendment to FRS 119 - Employee Benefits. Amendment relating to definition, curtailment and settlements (23) Amendment to FRS 120 - Accounting for Government Grants and Disclosure of Government Assistance. Amendment relating to definition and government loan at a below-market rate of interest. (24) FRS 123 - Borrowing Costs (25) Amendments to FRS 123 - Borrowing Costs. Amendment relating to exclusion of incidental cost to borrowing (26) Amendments to FRS 127 - Consolidated and Separate Financial Statements. Amendments relating to cost of an investment in a subsidiary, jointly controlled entity or associate (27) FRS 127 (#) - Consolidated and Separate Financial Statements (28) Amendment to FRS 128 - Investments in Associates. Amendment relating to impairment losses in application of the equity method and the scope of this standard (29) Amendment to FRS 129 - Financial Reporting in Hyperinflationary Economies. Amendment relating to changing of terms used (30) Amendment to FRS 131 - Interests in Joint Ventures. Amendment relating to additional disclosure required for joint venture that does not apply FRS 131 (31) Amendment to FRS 132 - Financial Instruments: Presentation. Amendment relating to puttable financial instruments (32) Amendment to FRS 132 - Financial Instruments: Presentation. Amendment relating to effective date and transition (33) Amendment to FRS 132 (^) - Financial Instruments: Presentation. Amendments relating to classification of rights issues






(34) Amendment to FRS 134 - Interim Financial Reporting. Amendment relating to disclosure of earnings per share (35) Amendment to FRS 136 - Impairment of Assets. Amendment relating to the disclosure of recoverable amount

(36) Amendment to FRS 138 - Intangible Assets. Amendment relating to recognition of an expense (37) Amendments to FRS 138 (#) - Intangible Assets. Amendments relating to the revision to FRS 3 (38) FRS 139 - Financial Instruments: Recognition and Measurement (39) Amendment to FRS 139 - Financial Instruments: Recognition and Measurement. Amendment relating to eligible hedged items, reclassification of financial assets and embedded derivatives (40) Amendment to FRS 140 - Investment Property. Amendment relating to inability to determine fair value reliably (41) IC Interpretation 9 - Reassessment of Embedded Derivatives

(42) Amendments to IC Interpretation 9 (#) - Reassessment of Embedded Derivatives. Amendments relating to the scope of the IC and revision to FRS 3 (43) IC Interpretation 10 - Interim Financial Reporting and Impairment (44) IC Interpretation 11 - FRS 2 - Group and Treasury Share Transactions

(45) IC Interpretation 12 (#) - Service Concession Arrangements (46) IC Interpretation 13 - Customer Loyalty Programmes (47) IC Interpretation 14 - FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (48) IC Interpretation 15 (#) - Agreement for the Construction of Real Estate (49) IC Interpretation 16 (#) - Hedges of a Net Investment in a Foreign Operation (50) IC Interpretation 17 (#) - Distributions of Non-cash Assets to Owners

All the above Amendments, IC Interpretations and FRSs will be effective for accounting period beginning on or after 1 January 2010, other than FRS 8, those marked with (^), (#) and (*) which will be applicable to accounting period beginning on or after 1 July 2009, 1 March 2010, 1 July 2010 and 1 January 2011 respectively. The existing FRS 1, FRS 3, FRS 127 as well as FRS 201

2004-Property Development Activities will be withdrawn upon adoption of new requirements effective from 1 July 2010.






FRS 1, 2, 4, 5, 120, 129, 131, 138, IC Interpretation 9, 11, 12, 13, 15, 16 and 17 are not expected to be relevant to the operations of the Group and of the Company.

The Directors anticipate that the other FRS, amendments to FRS and IC Interpretations will be adopted in the annual financial statements of the Group and of the Company for the financial year commencing 1 January 2010 and that the adoption of these new/revised FRS, amendments to FRS and IC Interpretations will have no material impact on the financial statements of the Group and of the Company in the period for initial application except for the following:

FRS 3 - Business Combination

The revised standard continues to apply the acquisition method to business combinations, with some significant changes. All payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice to measure the non-controlling interest in the acquiree at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed.


FRS 7 - Financial Instruments: Disclosures

FRS 7 and the consequential Amendment to FRS 101 - Presentation of Financial Statements require disclosure of information about the significance of financial instruments for the Group’s and of the Company’s financial position and performance, nature and extent of risks arising from financial instruments and the objectives, policies and processes for managing capital.

FRS 8 - Operating Segments

FRS 8, which replaces FRS 1142004 - Segment Reporting, requires the identification of operating segments based on internal reports that are regularly reviewed by the Group’s chief operating decision maker in order to allocate resources to the segments and to assess their performance. Currently, the Group identifies two sets of segments (business and geopgraphical) using a risks and rewards approach, with the Group’s system of internal financial reporting to key management personnel serving only as the starting point for the identification of such segments. As a result, following the adoption of FRS 8, the identification of the Group’s reportable segments may change.

FRS 123 - Borrowing Costs

FRS 123 eliminates the option available under the previous version of FRS 123 to recognise all borrowing costs immediately as an expense. The Group shall capitalise borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.





FRS 127 - Consolidated and Separate Financial Statements

The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is remeasured to fair value, and a gain or loss is recognised in profit or loss. Losses are required to allocate to non-controlling interests, even if it results in the non-controlling interest to be in a deficit position.

FRS 139 - Financial Instruments: Recognition and Measurement

FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. By virtue of the exemption in paragraph 103AB of FRS 139, the impact on the financial statements upon first adoption of this standard as require by paragraph 30(b) of FRS 108, Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed, if any.

3.3 Significant accounting estimates and judgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements. They affect the application of the Group’s accounting policies and reported amounts of assets, liabilities, income, expenses, and disclosures made. Estimates and underlying assumptions are assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual result may differ from these estimates.

(i) Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:-

income tax/Deferred tax liabilities

The Group and the Company are exposed to income taxes. Significant judgement is involved in determining the Group’s and the Company’s provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group and the Company recognise tax liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences, unutilised tax losses, unabsorbed capital allowances and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unutilised tax losses and unabsorbed capital allowances can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.




3.3 Significant accounting estimates and judgements (cont’d)

(i) Key sources of estimation uncertainty (cont’d)

Depreciation of property, plant and equipment

Property, plant and equipment are depreciated in a straight-line basis over their useful life. Management estimated the useful life of these assets to be within 3 to 50 years. Changes in the expected level of usage and technological developments could impact the economic useful life and the residual values of these assets, therefore future depreciation charges could be revised.

impairment of property, plant and equipment, prepaid land lease payments, biological assets, investment properties, investment in subsidiary companies and investment in associate company

The Group and the Company carries out the impairment test based on a variety of estimation including the value-in-use of the cash-generating units to which the property, plant and equipment, biological assets, prepaid land lease payments, investment properties, investment in subsidiary companies and investment in associate company are allocated. Estimating the value-in-use requires the Group and the Company to make an estimate of the expected future cash flows from the cash-generating units and also to choose a suitable discount rate in order to calculate the present value of those cash flows.

(ii) Critical judgement made in applying accounting policies

The following is the judgement made by management in the process of applying the Group’s accounting policies that have the most significant effect on the amounts recognised in the financial statements.

classification between investment properties and owner-occupied properties

The Group determines whether a property qualifies as an investment property, and has developed criteria in making that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. Therefore, the Group considers whether a property generates cash flows largely independently of the other assets held by the Group.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a finance lease), the Group accounts for the portions separately. If the portions could not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.

Judgement is made on an individual property basis to determine whether ancillary services are so significant that a property does not qualify as an investment property.




3.3 Significant accounting estimates and judgements (cont’d)

(ii) Critical judgement made in applying accounting policies (cont’d)

construction contract

Construction contract accounting requires reliable estimation of the costs to complete the contract and reliable estimate of the stage of contract completion. Using experience gained on each contract and taking into account of the expectation of the time and materials required to complete the contract, management uses budgeting tools to estimate the profitability of the contract at any time.

Construction contract accounting requires that variation, claims and incentive payments only be recognised as contract revenue to the extent that it is probable that they will be accepted by the customer. As the approval process often takes some time, a judgement is required to be made of its probability and revenue recognised accordingly.

3.4 Basis of consolidation

The Group’s financial statements consolidate the audited financial statements of the Company and all of its subsidiary companies, which have been prepared in accordance with the Group’s accounting policies.

All intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated; unrealised losses are also eliminated on consolidation unless cost cannot be recovered.

The financial statements of the Company and its subsidiary companies are all drawn up to the same reporting date. Acquisition of subsidiary companies is accounted for using the purchase method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest.

Any excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill.

Any excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised as income on the date of acquisition.

Minority interests represent the portion of profit or loss and net assets in subsidiary companies not held by the Group. It is measured at the minorities’ share of the fair value of the subsidiary companies’ identifiable assets and liabilities at the acquisition date and the minorities’ share of changes in the subsidiary companies’ equity since then.

Subsidiary companies are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases.

The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the Group’s share of its net assets together with any unamortised or unimpaired balance of goodwill on acquisition and exchange differences.




3.5 Property, plant and equipment

Property, plant and equipment are stated at cost or valuation less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on the straight line method in order to write off the cost of each asset over its estimated useful lives. No depreciation is provided on freehold land and work-in-progress.

Revaluation is made at least once in every five years by an independent valuer on an open market value basis. Any revaluation increase is credited to equity as a revaluation surplus, except to the extent that it reverses a revaluation decrease for the same asset previously recognised as an expense, in which case, the increase is recognised in the income statement to the extent of the decrease previously recognised. A revaluation decrease is first offset against an increase on unutilised revaluation surplus previously recognised in respect of the same asset and is thereafter recognised as an expense. Upon the disposal of revalued assets, the attributable revaluation surplus remaining in the revaluation reserve is transferred to accumulated losses.

The principal annual depreciation rates used are as follows:- Buildings 2% - 15%Plant and machinery 10% - 20%Furniture, fittings and office equipment 10% - 33%Motor vehicles 20%

Restoration cost relating to an item of property, plant and equipment is capitalised only if such expenditure is expected to increase the future benefits from the existing property, plant and equipment beyond its previously assessed standard of performance.

Property, plant and equipment are written down to recoverable amount if, in the opinion of the Directors, it is less than their carrying value. Recoverable amount is the net selling price of the property, plant and equipment i.e. the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal.

The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the income statements in the financial year the asset is derecognised.

3.6 Subsidiary companies

A subsidiary company is a company in which the Company or the Group either directly or indirectly owns a power to govern its financial and operating policies so as to obtain benefits from its activities.

Investment in subsidiary companies is stated at cost. Where an indication of impairment exists, the carrying amount of the subsidiary companies is assessed and written down immediately to their recoverable amount.




3.7 Associate companies

An associate company is a company in which the Company or the Group has a long term equity interest of between 20 to 50 percent and where it exercises significant influence over its financial and operating policies through management participation but not to exert control over those policies.

Investment in associate company is accounted for in the consolidated financial statements using equity accounting which involves recognising in the income statement the Group’s share of the results of associate company based on the audited financial statements of the associate company. The Group’s investment in associate company are carried in the balance sheet at an amount that reflects its share of the net assets of the associate company. Equity accounting is discontinued when the carrying amount of the investment in an associate company reaches zero, unless the Group has incurred obligations or guaranteed obligations in respect of the associate company.

Investment in associate company is stated at cost. Where an indication of impairment exists, the carrying amount of the associate company is assessed and written down immediately to their recoverable amount.

3.8 Investments properties

Investment properties consist of land and buildings held for capital appreciation or rental purpose and not occupied or only an insignificant portion is occupied for use or in the operations of the Group.

Investment properties are stated at fair value, which reflects market conditions at the balance sheet date by external valuers. Changes in the fair values of investments properties are included in the income statement in the financial year in which they arise.

Investment properties are derecognised when either they are disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from the disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in the income statement in the financial year of retirement or disposal.

3.9 Inventories

Inventories are stated at the lower of cost and net realisable value after adequate allowance has been made for deteriorated, obsolete and slow moving inventories.

Cost is determined on a first-in-first-out method. The costs of raw materials and stores comprise costs of purchase.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

3.10 Receivables

Receivables are carried at anticipated realisable value. Bad debts are written off in the year in which they are identified. An allowance is made for doubtful debts based on a review of all outstanding amounts at the financial year end.




3.11 Payables

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.

3.12 Assets acquired under hire purchase and lease arrangements

Finance leases

Lease of property, plant and equipment acquired under hire purchase and finance lease arrangements which transferred substantially all the risks and rewards of ownership to the Group are capitalised. The depreciation policy on these assets is similar to that of the Group’s property, plant and equipment depreciation policy.

Outstanding obligation due under hire purchase and finance lease arrangements after deducting finance expenses are included as liabilities in the financial statements. Finance charges on hire purchase and finance lease arrangements are allocated to income statement over the period of the respective agreements.

operating leases

Leased payments for operating leases, where substantially all the risk and benefits remain with the lessor, are charged as expenses in the year in which they incurred. Leased assets

Leasehold land that normally has an indefinite economic life and title which is not expected to pass to the Group by the end of the lease term is treated as operating lease. The payment made on entering into or acquiring a leasehold land is accounted for as prepaid land lease payment and is amortised over the respective lease period of 60 to 99 years.

The Directors have applied the transitional provisions of FRS 117-Leases, treating the leasehold land as prepaid land lease payment which was previously classified as property, plant and equipment and allow the Group to retain the unamortised revalued amount of the previously revalued leasehold land as the surrogate carrying amount of prepaid land lease payment and such prepaid land lease payment shall be amortised on a straight line basis over the lease term.

3.13 Construction contracts

Construction contracts are contract specifically negotiated for the construction of an asset or a combination of assets that are closely interrelated or interdependent in terms of their design, technology and function or their ultimate purpose or use.

When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are recognised over the period of contract as revenue and expenses respectively by reference to the percentage of completion of the contract activity at the balance sheet date.

The Group uses the percentage of completion method to determine the appropriate amount of revenue and costs to be recognised in a period of the contract by reference to the survey of work performed for each contract.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that is probably recoverable and contract costs are recognised as expenses in the year in which they incurred.




3.13 Construction contracts (cont’d)

Irrespective whether the outcome of a construction contract can be estimated reliably, when it is probable that contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

The aggregate of the costs incurred and the profit/loss recognised on each contract is compared against the progress billings up to the financial year end. Where costs incurred and recognised profits (less recognised losses) exceed progress billings, the balance is shown as amounts due from customers on contracts under current assets. Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as amounts due to customers on contracts under current liabilities.

3.14 Income tax

current tax

Current tax expense is the expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using the tax rates that have been enacted by the balance sheet date. Current tax for current and prior periods is recognised as liability (or asset) for the extend that it is unpaid (or refundable).

Deferred tax

Deferred tax liabilities and assets are provided for under the liability method at the current tax rate in respect of all temporary differences at the balance sheet date between the carrying amount of an asset or liability in the balance sheet and its tax base including unutilised tax losses and unabsorbed capital allowances. Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. The carrying amount of a deferred tax asset is reviewed at each balance sheet date. If it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or that entire deferred tax asset to be utilised, the carrying amount of the deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable profit will be available, such reductions will be reversed to the extent of the taxable profit.

Current and deferred tax are recognised as expenses 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 charged or credited directly in equity.

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 tax rates that have been enacted or substantively enacted by the balance sheet date.

3.15 Biological assets

Biological assets comprise plantation development expenditure incurred in respect of newly planted areas up to the time of commercial harvesting. This new planting expenditure is capitalised and is not amortised. Replanting expenditure incurred on planted areas is charged to the income statement in the year in which the expenditure incurred.

The biological assets stated at valuation will be revalued at regular intervals of at least once in every five years. Where market conditions indicate that the carrying values of the revalued assets differ materially from the market values, the Directors will consider revaluation in those intervening years.




3.15 Biological assets (cont’d)

Revaluation is made by an independent valuer on an open market value basis. Any revaluation increase is credited to equity as a revaluation surplus, except to the extent that it reverses a revaluation decrease for the same asset previously recognised as an expense, in which case, the increase is recognised in the income statement to the extent of the decrease previously recognised. A revaluation decrease is first offset against an increase on unutilised revaluation surplus previously recognised in respect of the same asset and is thereafter recognised as an expense. Upon the disposal of revalued assets, the attributable revaluation surplus remaining in the revaluation reserve is transferred to unappropriated profit/(accumulated losses).

3.16 Financial instruments

Financial instruments carried on the balance sheet include cash and bank balances, fixed deposits with licensed financial institutions, receivables, payables and borrowings. The particular recognition methods adopted are disclosed in the individual accounting policy statements associated with each item.

Financial instruments are offset when the Group or the Company has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

3.17 Impairment of assets

At each balance sheet date, the Group and the Company reviews the carrying amounts of its assets to determine whether there is any indication of impairment.

If any such indication exists, or when annual impairment testing for an asset is required, the recoverable amount is estimated and an impairment loss is recognised whenever the recoverable amount of the asset or a cash-generating unit is less than its carrying amount. Recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

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 assessments of the time value of money and the risks specific to the asset.

An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset.

An assessment is made at each balance sheet date as to whether there is any indication that previously recognised impairment losses for an asset may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.

All reversals of impairment losses are recognised as income immediately in the income statement unless the asset is carried at revalued amount, in which case the reversal in excess of impairment loss previously recognised through the income statement is treated as revaluation increase. After such a reversal, the depreciation charge is adjusted in future periods to allocate the revised carrying amount of the asset, less any residual value, on a systematic basis over its remaining useful life.




3.18 Revenue recognition

Revenue from sale of goods is recognised as income upon delivery of goods and customers’ acceptance, net of discount and sales return.

Revenue from construction contracts are accounted for under the percentage of completion method. The stage of completion is measured by reference to the survey work performed for each contract. Any anticipated loss will be recognised in full.

Interest income is recognised on a time proportion basis that reflects the effective yield on the assets.

Dividend income is included in the income statement when the shareholder’s right to receive has been established.

3.19 Employee benefits

short term employee benefits

Wages, salaries, bonuses and social security contributions are recognised as expenses in the financial year, in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occurred.

Defined contribution plan

Defined contribuion plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities of funds and will have no legal or constructive obligation to pay further contribution if any of the funds do not hold sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years.

Such contributions are recongised as expenses in the income statement as incurred. As required by law, the Group made such contributions to Employee Provident Fund (“EPF”).

3.20 Interest-bearing borrowings

Interest-bearing borrowings are recorded at the amount of proceeds received.

3.21 Borrowing costs

Borrowing costs attributable to the acquisition, construction or production of an asset during periods when activities necessary to prepare the asset for its intended use are in progress, are capitalised as a component of the cost of the asset. Such capitalisation ceases when substantially all activities necessary to prepare the asset for its intended use are completed.

All other borrowing costs are recognised as expenses in the income statement in the year in which they incurred.




3.22 Dividends

Dividends on ordinary shares are accounted for in shareholders’ equity as an appropriation of unappropriated profit in the year on which they are declared.

3.23 Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, bank balances, bank overdraft, fixed deposits pledged with licensed financial institutions and short term demand deposits which are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

3.24 Contingent liabilities

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs and such outflow is probable and can be measured reliably, they will then be recognised as a provision.

3.25 Equity instruments

Ordinary shares are classified as equity which are recorded at the nominal value and proceeds in excess of the nominal value of shares issued, if any, are accounted for as share premium. Both ordinary shares and shares premium are classified as equity. Dividends on ordinary shares unpaid are recognised as liabilities when declared.

The transaction costs of an equity transaction which comprise only those incremental external costs directly attributable to the equity transaction are accounted for as a deduction from equity, net of tax, from the proceeds.

3.26 Segmental results

Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of cash and cash equivalents, receivables, inventories, intangibles assets and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. Segment liabilities include all liabilities used by a segment and consist principally of payables. The majority of the segment assets and liabilities can be directly attributed to the segments on a reasonable basis. Segment assets and liabilities do not include tax recoverable, payable and deferred taxation.

3.27 Intersegment transfers

Segment revenues, expenses and result include transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar goods to parties outside of the Group in an arm’s length transactions. These transfers are eliminated on consolidation.



4. PriNciPAL Activities AND GeNerAL iNForMAtioN

The Company is principally engaged in investment holding. The principal activities of its subsidiary companies and associate company are disclosed in Note 13 and 14 to the Financial Statements.

There have been no significant changes in the nature of activities of the Company, its subsidiary companies and associate company during the financial year.

The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the Main Market of Bursa Malaysia Securities Berhad.

The registered office and principal place of business of the Company is located at No. 67 & 69, Jalan SBC 1, Taman Sri Batu Caves, 68100 Batu Caves, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on 28 April 2010.

5. sHAre cAPitAL

Group and company 2009 2008 rM rM

Authorised:- 150,000,000 ordinary shares of RM1 each 150,000,000 150,000,000 Issued and fully paid:- 119,997,000 ordinary shares of RM1 each 119,997,000 119,997,000

6. revALUAtioN reserve

Group 2009 2008 rM rM

Brought forward 57,775,497 55,142,497Transferred from deferred taxation - 2,633,000 57,775,497 57,775,497

The revaluation reserve arose from the revaluation of building, leasehold land and certain biological assets.

The above reserve is not available for distribution as dividends.



7. FiNANce creDitors


Minimum payments - not later than 1 year 426,214 273,324 - later than 1 year but not later than 5 years 225,062 341,257 651,276 614,581Less : Interest in suspense (27,408) (40,212) Present value of finance creditors 623,868 574,369 Present value of finance creditors - not later than 1 year 306,352 288,762 - later than 1 year but not later than 5 years 317,516 285,607 623,868 574,369

The amount payable not later than 1 year has been included in other payables.

8. DeFerreD tAXAtioN


Deferred tax liabilities Brought forward 30,565,492 33,346,492Transferred from/(to) income statement 1,154,000 (148,000)Transferred to revaluation reserve - (2,633,000) Carried forward 31,719,492 30,565,492 Carrying amount of qualifying property, plant and equipment in excess of their tax base 16,873,845 15,719,845Revaluation of properties and biological assets 14,845,647 14,845,647 31,719,492 30,565,492

Deferred tax assets

The tax effects of temporary differences which would give rise to net future tax benefits are generally recognised only when there is a reasonable expectation of realisation. As at 31 December, the estimated amount of deferred tax assets, calculated at the tax rate that has been enacted by the balance sheet date, which is not recognised in the financial statements, are as follows:-


Unabsorbed capital allowances 261,000 245,000Unutilised tax losses 19,819,000 16,797,000

20,080,000 17,042,000

The potential deferred tax assets are not recognised in the financial statements as the subsidiary companies have a recent history of making losses.



9. ProPertY, PLANt AND eQUiPMeNt

At At cost valuation Furniture, fittings and Freehold Freehold Freehold Plant and office Motor work-in- Group buildings buildings land machinery equipment vehicles progress total rM rM rM rM rM rM rM rM

cost or valuation Balance as at 1 January 2008 3,276,000 1,900,283 65,000 9,615,851 2,893,614 6,810,561 317,877 24,879,186 Additions - - - 18,771 62,490 494,205 383,960 959,426 Disposal - - - - - (78,607) - (78,607)Written off - - - (1,179,077) (187,866) (28,003) - (1,394,946)Transfer from/(to) - 309,575 - - - - (309,575) - Balance as at 31 December 2008 3,276,000 2,209,858 65,000 8,455,545 2,768,238 7,198,156 392,262 24,365,059 Additions - - - 50,513 100,504 503,851 295,200 950,068 Disposal - - - - (3,600) (606,312) - (609,912)Written off - - - - (45,772) (22,500) - (68,272)Transfer from/(to) - 548,000 - - - - (548,000) - Balance as at 31 December 2009 3,276,000 2,757,858 65,000 8,506,058 2,819,370 7,073,195 139,462 24,636,943 Accumulated depreciation Balance as at 1 January 2008 242,619 1,394,058 - 9,468,700 2,266,621 5,310,305 - 18,682,303 Charge for the financial year 65,520 93,055 - 30,007 168,039 509,338 - 865,959 Disposal - - - - - (75,809) - (75,809)Written off - - - (1,179,077) (178,005) (14,470) - (1,371,552) Balance as at 31 December 2008 308,139 1,487,113 - 8,319,630 2,256,655 5,729,364 - 18,100,901 Charge for the financial year 65,520 156,514 - 43,015 151,902 613,029 - 1,029,980 Disposal - - - - (1,800) (606,311) - (608,111)Written off - - - - (36,140) (22,499) - (58,639) Balance as at 31 December 2009 373,659 1,643,627 - 8,362,645 2,370,617 5,713,583 - 18,464,131 Net carrying amount 31 December 2009 2,902,341 1,114,231 65,000 143,413 448,753 1,359,612 139,462 6,172,812 31 December 2008 2,967,861 722,745 65,000 135,915 511,583 1,468,792 392,262 6,264,158



9. ProPertY, PLANt AND eQUiPMeNt (cont’d)

companyoffice equipment total rM

cost Balance as at 1 January 2008/31 December 2008/31 December 2009 5,330 Accumulated depreciation Balance as at 1 January 2008 4,407Charge for the financial year 533 Balance as at 31 December 2008 4,940Charge for the financial year 390 Balance as at 31 December 2009 5,330 Net carrying amount 31 December 2009 - 31 December 2008 390

(a) Buildings of the Group were revalued in the financial year 2006 by VPC Alliance (East Coast) Sdn. Bhd., a registered valuer. The comparison method was adopted in arriving at the market value of the buildings.

(b) Had the buildings been stated at historical cost less accumulated depreciation, the net carrying amount would have been RM2,183,397 (2008: RM2,364,702).

(c) The net carrying amount of property, plant and equipment of the Group which are acquired under hire purchase and finance lease arrangements amounted to RM819,327 (2008: RM916,529).

10. PrePAiD LAND LeAse PAYMeNts

Group 2009 2008 rM rM At cost or valuation

Brought forward 89,092,680 87,692,130Additions - 1,400,550

Carried forward 89,092,680 89,092,680 Accumulated amortisation

Brought forward 2,018,536 1,005,098Charge for the financial year 1,023,538 1,013,438

Carried forward 3,042,074 2,018,536

Net carrying amount 86,050,606 87,074,144



10. PrePAiD LAND LeAse PAYMeNts (cont’d)

Group 2009 2008 rM rM representing:- At cost 1,400,550 1,400,550 At valuation 87,692,130 87,692,130 89,092,680 89,092,680

(a) Leasehold land was revalued in the financial year 2006 by VPC Alliance (East Coast) Sdn. Bhd., a registered valuer. The comparison method was adopted in arriving at the market value of the leasehold land.

The Group retained the unamortised revalued amount as the surrogate carrying amount of prepaid land lease payments in accordance with transitional provisions of FRS 117.

(b) Leasehold land with a net carrying amount of RM56,332,903 (2008: RM57,008,760) is registered in the name of a shareholder of a subsidiary company, Lembaga Kemajuan Perusahaan Pertanian Negeri Pahang.

(c) Had the leasehold land been stated at historical cost less accumulated amortisation, the net carrying amount would have been RM31,433,834 (2008: RM31,785,075).

(d) Leasehold land with a net carrying amount of RM49,026,461 (2008: RM49,420,887) were pledged to financial institutions for bank overdraft facility granted to a subsidiary company.

11. BioLoGicAL Assets

Group 2009 2008 rM rM cost or valuation

Brought forward 88,167,786 86,238,982Additions 573,555 1,928,804 Carried forward 88,741,341 88,167,786 Representing:- At cost 2,542,683 1,969,128 At valuation 86,198,658 86,198,658 88,741,341 88,167,786

The biological assets were revalued in the financial year 2006 by VPC Alliance (East Coast) Sdn. Bhd., a registered valuer using comparison method in arriving at the market value.

Had the biological assets been stated at historical cost, the net carrying amount would have been RM28,788,428 (2008: RM28,214,873).

The biological assets with an amount of RM66,490,458 (2008: RM66,490,458) were pledged as a security for bank overdrafts facility granted to a subsidiary company.



12. iNvestMeNts ProPerties

Group 2009 2008 rM rM Freehold shoplots At fair value 1,830,000 1,830,000

Investment properties are stated at fair value, which have been determined based on valuations performed by VPC Alliance (East Coast) Sdn. Bhd., a registered valuer using comparison method on 14 April 2010.

The comparison method entails critical analysis of recent evidence of values of comparable properties in the neighbourhood and making adjustments for any differences noted.

There is no direct operating expense incurred and no income generated on the above investment properties.

13. iNvestMeNt iN sUBsiDiArY coMPANies

company 2009 2008 rM rM Unquoted shares, at cost 48,403,774 48,403,774Compensation received from profit guarantee (9,200,000) (9,200,000)Less: Accumulated impairment losses (20,745,654) (20,745,654) 18,458,120 18,458,120

The compensation received from profit guarantee was in respect of a shortfall of profit guarantee and has been treated as a reduction in the cost of acquisition over a subsidiary company in the financial statements of the Company.

The particulars of the subsidiary companies are as follows:-

Place of effective Name of company incorporation interest 2009 2008 Principal activities % % 1. Tasja Sdn. Bhd. Malaysia 100 100 Civil engineering and building construction 2. TAA Piling and Geotechnical Sdn. Bhd. Malaysia 100 100 Dormant 3. PTJ Concrete Products Sdn. Bhd. Malaysia 100 100 Dormant 4. Astral Plantation Sdn. Bhd. Malaysia 100 100 Dormant 5. Tasja Development Sdn. Bhd. Malaysia 100 100 Dormant



13. iNvestMeNt iN sUBsiDiArY coMPANies (cont’d)

Place of effective Name of company incorporation interest 2009 2008 Principal activities % % 6. Woodland Water Sdn. Bhd. Malaysia 100 100 Dormant

7. AAB International Sdn. Bhd. Malaysia 100 100 Dormant 8. Syarikat Ladang LKPP Sdn. Bhd. Malaysia 65 65 Operations of oil palm estates and provision of estates management subsidiary company of syarikat Ladang LKPP sdn. Bhd.:- 9. LKPP Building Products Sdn. Bhd. Malaysia 100 100 Ceased operations

14. iNvestMeNt iN AssociAte coMPANY

Group 2009 2008 rM rM Unquoted shares, at cost 2,450,000 2,450,000Share of post-acquisition loss (898,882) (856,265) 1,551,118 1,593,735 Represented by:- Share of net assets 1,574,044 1,616,661Negative goodwill on acquisition (22,926) (22,926) 1,551,118 1,593,735

The particulars of the associate company are as follows:-

Place of effective Name of company incorporation interest 2009 2008 Principal activities % % Johor Concrete Products Sdn. Bhd. (436690 - T) * Malaysia 49 49 Manufacture and market of concrete drain and pile

* Associate company not audited by SJ Grant Thornton



14. iNvestMeNt iN AssociAte coMPANY (cont’d)

The summarised financial information of the associate company is as follows:-

Group 2009 2008 rM rM Current assets 769,426 807,236 Non-current assets 3,689,078 3,763,137 Total assets 4,458,504 4,570,373

Current liabilities 1,246,169 1,271,065

Other income 5,594 145,887 (Loss)/Profit for the financial year (86,973) 64,409

The amount due to associate company is unsecured, bears no interest and repayable on demand.

15. AMoUNt DUe FroM sUBsiDiArY coMPANies company

2009 2008 rM rM Amount due from subsidiary companies 106,196,158 103,717,857Less: Allowance for doubtful debts (83,554,794) (83,522,994) 22,641,364 20,194,863

The amount due from subsidiary companies is unsecured, bears no interest and not repayable within the next 12 months.

Eventhough one of the subsidiary companies recorded capital deficiency, the Directors are in the opinion that no full allowance for doubtful debts is required as the subsidiary company is forecasted to be able to generate adequate cashflows from future operations to pay the remaining debts owing to the Company.

Included in the amount due from subsidiary companies is an amount of RM3,900,000 (2008: RM3,607,500) which represents dividend receivable form a subsidiary company.

16. iNveNtories

Group 2009 2008 rM rM At costs:- Raw materials and stores 170,676 1,630,552



17. AMoUNt DUe FroM/(to) cUstoMers oN coNtrActs

Group 2009 2008 rM rM Costs incurred on contracts to date 188,798,976 164,965,543Attributable profits less foreseeable losses (21,894,861) (10,812,960) 166,904,115 154,152,583Progress billings (163,172,065) (147,129,947) 3,732,050 7,022,636

Amount due from customers on contracts 3,817,250 7,255,899Amount due to customers on contracts (85,200) (233,263) 3,732,050 7,022,636

18. trADe receivABLes

Group 2009 2008 rM rM Trade receivables 6,750,559 11,673,936Less: Allowance for doubtful debts (883,839) (884,669) 5,866,720 10,789,267Retention sums on contracts 1,799,471 1,483,078 7,666,191 12,272,345

The normal credit terms granted by the Group to the trade receivables ranging from 30 days to 60 days.

19. otHer receivABLes

Group company 2009 2008 2009 2008 rM rM rM rM Non-trade receivables 765,288 1,785,274 5,303 5,303Deposits 675,768 607,631 1,000 1,000Prepayments 300 78,197 - -Advances to staff - 41,792 - 5,000Amount due from related parties - 126,911 - -Amount due from a corporate shareholder 889,308 1,211,105 - -

2,330,664 3,850,910 6,303 11,303Less: Allowance for doubtful debts (1,327,809) (1,554,372) (5,303) (5,303) 1,002,855 2,296,538 1,000 6,000



19. otHer receivABLes (cont’d)

The corporate shareholder refers to Lembaga Kemajuan Perusahaan Pertanian Negeri Pahang, who is a shareholder of the Company and a minority shareholder of a subsidiary company, Syarikat Ladang LKPP Sdn. Bhd.. The amount due is unsecured, bears no interest and repayable on demand.

Related parties are companies related to the corporate shareholder. The amount due is unsecured, bears no interest and repayable on demand.

20. FiXeD DePosits witH LiceNseD FiNANciAL iNstitUtioNs

Group

The fixed deposits with licensed financial institutions amounted to RM5,650,425 (2008: RM5,649,258) are pledged for the guarantee facilities granted to subsidiary companies.

21. trADe PAYABLes

Group

Included in trade payables is retention sums on contracts amounted to RM5,620,212 (2008: RM6,587,411).

The normal credit terms granted by the trade payables ranging from 30 days to 60 days.

22. otHer PAYABLes

Group company 2009 2008 2009 2008 rM rM rM rM Non-trade payables 776,502 1,076,306 - -Accrual of expenses 3,803,879 2,102,535 32,000 46,000Finance creditors 306,352 288,762 - -Amount due to related parties - 196,760 - -Deposit received 167,230 355,261 - -Foreseeable loss on contracts - 894,496 - -Amount due to a corporate shareholder 585,237 537,986 585,237 537,986Dividend payable 2,100,000 1,942,500 - - 7,739,200 7,394,606 617,237 583,986

The amounts due to a corporate shareholder and related parties are unsecured, bear no interest and repayable on demand.

Dividend payable represents the amount payable to a minority shareholder of a subsidiary company.



23. BANK overDrAFt

In the previous financial year, the bank overdraft bears interest at rate of 1.75% above Bank’s Base Lending Rate (“BLR”) and was secured by the followings:-

(i) two units of intermediate 4½ storey shophouses of a subsidiary company; and

(ii) corporate guarantee by the Company and a subsidiary company.

24. reveNUe

Group company 2009 2008 2009 2008 rM rM rM rM Gross dividends from subsidiary company - - 5,850,000 8,775,000Revenue from operations of oil palm estates 28,631,440 37,051,410 - -Contract revenue from civil engineering and building works 16,552,595 41,632,253 - - 45,184,035 78,683,663 5,850,000 8,775,000

25. cost oF sALes

Group 2009 2008 rM rM Cost of oil palm produce 12,518,428 14,015,326Construction contract costs 30,034,482 41,455,446 42,552,910 55,470,772

26. ProFit BeFore tAXAtioN

Profit before taxation has been determined:-

Group company 2009 2008 2009 2008 rM rM rM rM

After charging:- Allowance for doubtful debts 1,861 255,574 31,800 367,147Allowance for foreseeable loss on contracts - 894,496 - -Auditors’ remuneration - auditors of the Company 68,500 47,000 16,000 16,000 - other auditors - 20,500 - - - others 5,000 5,000 5,000 5,000Amortisation of prepaid land lease payments 1,023,538 1,013,438 - -Bad debts written off 597,498 163,617 - -



26. ProFit BeFore tAXAtioN (cont’d)

Profit before taxation has been determined (cont’d):-

Group company 2009 2008 2009 2008 rM rM rM rM After charging (cond’t):-Depreciation 1,029,980 865,959 390 533Directors’ remuneration - fee 195,000 240,000 132,000 152,000- other emoluments 636,050 585,250 - -Impairment loss - subsidiary companies - - - 979,154Interest expenses - term loans - 40,019 - -- finance creditors 41,832 52,916 - -- bank overdraft 10,374 11,224 - -Lease rental 394,521 394,521 - -Property, plant and equipment written off 9,633 23,394 - -Rental of building 14,155 14,550 - -

And crediting:- Allowance for doubtful debts no longer required (229,254) (209,074) - -Gain on disposal of property, plant and equipment (139,199) (32,102) - -Impairment loss of associate company no longer required - (892,506) - -Interest income (325,510) (535,751) (587) (1,315)Rental income (86,560) (72,000) - -

The details of remuneration receivable by Directors of the Group and of the Company during the financial year are as follows:-

Group company 2009 2008 2009 2008 rM rM rM rM Executive Salaries and other emoluments 496,100 468,600 - - Defined contribution plan 64,950 60,450 - - Bonus 75,000 55,000 - - Fee 153,000 165,500 90,000 97,500 789,050 749,550 90,000 97,500Non-executive Salaries and other emoluments - 1,200 - - Fee 42,000 74,500 42,000 54,500 Total 831,050 825,250 132,000 152,000



27. tAXAtioN

Group company 2009 2008 2009 2008 rM rM rM rM Current year taxation 4,020,000 5,607,660 - 2,232,447(Over)/Underprovision in prior years (222,675) - 342 -Transferred to/(from) deferred taxation 1,154,000 (148,000) - - 4,951,325 5,459,660 342 2,232,447

Malaysian income tax is calculated at the statutory rate of 25% (2008: 26%) of the estimated taxable profits for the financial year.

There is no provision for taxation for the Company as the Company has no chargeable income.

The reconciliation of income tax expenses applicable to profit before taxation at the statutory tax rate to income tax expenses at the effective tax rate of the Group and of the Company are as follows:-

Group company 2009 2008 2009 2008 rM rM rM rM Profit before taxation 2,263,430 20,529,283 5,553,441 7,134,553 Taxation at Malaysian statutory tax rate of 25% (2008: 26%) 565,858 5,337,614 1,388,360 1,854,984Tax effects in respect of:- Changes in tax rate for the first tranche of chargeable income (25,000) - - -Deferred tax assets not recognised in current year 3,038,000 - - -Expenses not deductible for tax purposes 763,076 933,815 74,140 377,463Income not subject to tax - (232,052) (1,462,500) -(Over)/Underprovision in prior years (222,675) - 342 -Losses of subsidiary companies not allowable for group relief 46,067 39,283 - -Utilisation of previously unrecognised deferred tax assets - (1,128,000) - -Deferred tax liability under recognised in prior years 785,999 - - -Effect of changes in tax rate on opening deferred taxation - 509,000 - - Effective tax expenses 4,951,325 5,459,660 342 2,232,447

The Group’s unutilised tax losses and unabsorbed capital allowances which can be carried forward to offset against future taxable profit amounted to approximately RM79,276,000 (2008: RM67,188,000) and RM1,044,720 (2008: RM980,000) respectively.

However, the above amounts are subject to the approval of the Inland Revenue Board of Malaysia.



28. (Loss)/eArNiNGs Per sHAre

The basic (loss)/earnings per share has been calculated based on the (loss)/profit attributable to equity holders of the Company and the weighted average number of shares in issue during the financial year.

Group 2009 2008 rM rM (Loss)/Profit attributable to equity holders of the Company (5,975,341) 9,924,938 Weighted average number of ordinary shares in issue 119,997,000 119,997,000

There is no fully diluted effect to the (loss)/earnings per share.

29. DiviDeND

Group and company 2009 2008 rM rM First and final dividend in respect of financial year ended 31 December 2008 of 3.5 sen per ordinary share less 25% income tax 3,149,922 -First and final dividend in respect of financial year ended 31 December 2007 of 5.0 sen per ordinary share less 26% income tax - 4,439,889 3,149,922 4,439,889 Dividend per share recognised as distribution to ordinary equity holders of the Company (sen) 3.50 5.00

30. eMPLoYee BeNeFits eXPeNse

Group company 2009 2008 2009 2008 rM rM rM rM Staff costs 4,141,092 5,287,178 132,000 152,000

Included in employee benefits expense of the Group and of the Company is Directors’ emoluments and defined contribution plan of RM831,050 (2008: RM825,250) and RM132,000 (2008: RM152,000) and RM338,105 (2008: RM441,773) respectively.



31. MAteriAL LitiGAtioN

In Kuala Lumpur High Court, Tasja Sdn. Bhd. (“the Plaintiff”) had filed a total claims of RM3,212,689 with interest and costs against Golden Approach Sdn. Bhd. (“the Defendant”) in respect of a civil infrastructure contract work done in Diamond Creeks Country Retreat, Tanjung Malim, Perak around 1998. The Defendant faced financial difficulties during the material time and the said contract was prematurely terminated and replaced by a Mutual Termination of Contract dated 20 May 1998. The Defendant contended that the Plaintiff’s claims were barred by the Limitation Act 1953 and had successfully filed an application to strike out the Plaintiff’s case before the Senior Assistant Registrar and the Judge. The Plaintiff had filed an appeal to the Court of Appeal and the appeal was dismissed. Thereafter, the Plaintiff filed a motion for leave to appeal to the Federal Court which was granted and the date of hearing has not been fixed.

32. cAPitAL coMMitMeNt

Capital expenditure in respect of the followings are not provided for in the financial statements:-

Group 2009 2008 rM rM Approved and contracted for:- Acquisition of long leasehold land 4,837,500 4,837,500

33. coNtiNGeNt LiABiLities

(a) Bank guarantee

company 2009 2008 rM rM

Secured:- Guarantees given to financial institutions for banking facilities granted to subsidiary company 1,933,100 1,933,100

(b) claims by third parties via court cases

As at 31 December, the outstanding contingent liabilities of the Group are:-

2009 2008 rM rM

(i) Tasja Sdn. Bhd. (“Tasja”), appointed Syarikat P.C. Jaya Sdn. Bhd. (“the Defendant”) as a sub-contractor for a project and at the Defendant’s request, provided goods and services to complete the project on behalf of the Defendant. Tasja had filed claims for the sum of RM207,399 for goods delivered, services rendered and for the delay in completing the project. The Defendant had counter-claimed against Tasja for the sum of RM1,768,323 with interest at the rate of 1.5% per month amounting to RM1,060,995 as at 31 August 2001. An out-of-court settlement was reached on 21 August 2009 and Tasja had paid the Defendant the sum of RM250,000 as full and final settlement on this matter. - 2,829,318



33. coNtiNGeNt LiABiLities (cont’d)

(b) claims by third parties via court cases (cont’d)

As at 31 December, the outstanding contingent liabilities of the Group are (cont’d):-

2009 2008 rM rM

(ii) In March 2002, Tasja appointed Maju Egatt (M) Sdn. Bhd. (“the Plaintiff”) as a sub-contractor for a low cost housing project. The Plaintiff alleged that Tasja had instructed the Plaintiff to carry out repairs and replace missing items (“rectification works”) caused by a flood at the project site in December 2001. The Plaintiff is now claiming from Tasja the cost of the rectification works amounting to RM2,289,260 inclusive of interest from December 2003 until full and final settlement. Tasja contends that the Plaintiff’s claims are baseless and without merits.

Tasja deny owing to the Plaintiff any money and filed an application to amend

the Statement of Defence and counterclaim of RM268,398 with interest at the rate of 8% per annum from 30 December 2003 until full and final settlement together with damages and losses. The Court has granted the Defendant application to amend the Statement of Defence and counterclaim with costs. The matter is now pending for the Plaintiff to amend their Statement of Claim and reply (if any).

The Directors of the Company are of the opinion that the Company has a

strong defence to the Plaintiff’s claims.

(iii) In Kuantan High Court, Sun Agriculture (“the Plaintiff”) filed claim against Syarikat Ladang LKPP Sdn. Bhd. (“SLLKPP”) for breach of contract for the sum of RM700,000 together with interest at the rate of 8% from 18 March 2003 until full and final settlement and costs. The Plaintiff alleged that SLLKPP had breached the terms and conditions of a contract dated 1 July 1999. Under the contract, the Plaintiff was responsible to supply foreign workers to SLLKPP estate.

SLLKPP denied the Plaintiff’s claims and was of the view that it was the Plaintiff who had breached the terms and conditions of the contract. SLLKPP filed counterclaim against the Plaintiff for the sum of RM734,462.38. The Court had fixed for further case management on 1 July 2010.

The Directors of the Company are of the opinion that the Company has strong defence to the Plaintiff’s claims.

2,289,260 2,289,260

700,000 700,000



33. coNtiNGeNt LiABiLities (cont’d)

(b) claims by third parties via court cases (cont’d)

As at 31 December, the outstanding contingent liabilities of the Group are (cont’d):-

2009 2008 rM rM

(iv) In Kuantan High Court, Behn Meyer & Co. (M) Sdn. Bhd. (“the Plaintiff”) filed a claim against SLLKPP on the breach of contract for the supply of fertilizers for the sum of RM626,893.80 together with interest and costs. SLLKPP denied and counterclaimed that the Plaintiff has caused losses and damages for the delayed delivery of the fertilizers and is liable for the penalty of RM644,280.50 with interest at 8% per annum from the date due to the date of payment together with costs. The hearing date has yet to be fixed by the Court.

The Directors of the Company are of the opinion that the Company has strong defence to the Plaintiff’s claims.

34. reLAteD PArtY DiscLosUres

(a) Significant related party transactions during the financial year are as follows:-

company 2009 2008 rM rM

Dividend received from subsidiary company 5,850,000 8,775,000


Purchases of long leasehold land from corporate shareholder - 1,470,613 Deposits paid to a corporate shareholder for acquisition of long leasehold agricultural land - 537,500 Lease rental paid to corporate shareholder 394,521 394,521 Profit sharing from corporate shareholder 597,967 1,027,775

(b) The remuneration of key management personnel is same with the Directors’ remuneration as disclosed in Note

26 to the Financial Statements. The Group and the Company have no other members of key management personnel apart from the Board of Directors.

(c) The outstanding balances arising from related party transactions as at balance sheet date are disclosed in Note 14, 15, 19 and 22 to the Financial Statements.

626,894 626,894

3,616,154 6,445,472



35. FiNANciAL iNstrUMeNts

(a) Interest rate risk

The interest rate risk that financial instruments’ values will fluctuate as a result of changes in market interest rates, and the effective weighted average interest rates on classes of financial asset and financial liabilities, are as follows:-

effective Less than 2 to 5 interest ratesGroup 1 year years total during the rM rM rM financial year

2009 Financial asset Fixed deposits with licensed financial institutions 12,674,388 - 12,674,388 1.75% - 3.00% Financial liability Finance creditors 306,352 317,516 623,868 2.30% - 7.64%

2008 Financial asset Fixed deposits with licensed financial Institutions 16,949,988 - 16,949,988 2.90% - 3.30% Financial liabilities Bank overdraft 530,814 - 530,814 1.75% + BLRFinance creditors 288,762 285,607 574,369 2.30% - 7.64%

(b) Credit risk

The maximum credit risk associated with recognised financial assets is the carrying amount shown in the balance sheets.

In respect of investment in cash, the policy is to transact with financial institutions that have at lease a short term counterparty rate.

Group

The Group has significant concentration of credit risk with the following parties:-

2009

(i) 69% of trade receivables as at balance sheet date was due from 4 individual customers.

(ii) 73% of other receivables as at balance sheet date was due from a corporate shareholder of a subsidiary company.



35. FiNANciAL iNstrUMeNts (cont’d)

2008

(i) 28% of trade receivables as at balance sheet date was due from a customer.

(ii) 38% of other receivables as at balance sheet date was due from a corporate shareholder of a subsidiary company.

company

The Company has no significant concentration of credit risk with any single counterparty.

(c) Fair values

The carrying amounts of financial assets and liabilities of the Group and of the Company as at the balance sheet date approximate their fair values except as set out below:-

2009 2008 carrying carrying amount Fair value amount Fair value rM rM rM rM

Group Unquoted shares in associate company 1,551,118 * 1,593,735 * company

Unquoted shares in subsidiary companies 18,458,120 * 18,458,120 *

* It was not practicable to estimate the fair values reliably as the Directors of the Company are of the opinion that excessive costs would be incurred. However, at the end of the financial year, the net assets reported by the subsidiary companies and associate company were as follow:-

2009 2008 rM rM

Group Unquoted shares in associate company 3,212,335 3,299,308 company Unquoted shares in subsidiary companies 7,851,001 22,815,109



36. seGMeNtAL rePortiNG - GroUP (a) Primary segmental reporting - Business segment

The Group is organised into two major business segments as follows:- Business segments Business activities Construction Civil engineering and building construction Plantation Operations of oil palm estates and provision of estates management

investment construction Plantation others eliminations total2009 rM rM rM rM rM rM

revenue External revenue - 16,552,595 28,631,440 - - 45,184,035Intersegment revenue 5,850,000 - - - (5,850,000) -

Total revenue 5,850,000 16,552,595 28,631,440 - (5,850,000) 45,184,035 results Segment results 5,552,854 (11,473,775) 13,750,740 (15,679) (5,718,681) 2,095,459Interest income 587 323,756 1,167 - - 325,510Finance costs - (89,783) (25,139) - - (114,922)Share of results of associate company - - - - - (42,617) Profit/(Loss) before taxation 5,553,441 (11,239,802) 13,726,768 (15,679) (5,718,681) 2,263,430 Taxation (342) (616,918) (4,334,065) - - (4,951,325) Profit/(Loss) for the financial year 5,553,099 (11,856,720) 9,392,703 (15,679) (5,718,681) (2,687,895) other information Segment assets 49,191 30,204,910 183,538,144 82,552 427,851 214,302,648Investment in associate company 1,551,118Tax recoverable 154,603 Consolidated total assets 216,008,369 Segment liabilities 634,022 12,790,807 9,778,263 66,682 (3,921,647) 19,348,127Tax payable 1,601,500Deferred tax liabilities 31,719,492 Consolidated total liabilities 52,669,119 Capital expenditure on property, plant and equipment - 509,760 440,308 - - 950,068Depreciation 390 503,759 522,220 3,611 - 1,029,980Amortisation of prepaid land lease payments - 3,058 1,020,480 - - 1,023,538Property, plant and equipment written off - - 9,633 - - 9,633



36. seGMeNtAL rePortiNG - GroUP (cont’d) (a) Primary segmental reporting - Business segment (cont’d)

investment construction Plantation others eliminations total2008 rM rM rM rM rM rM

revenue External revenue - 41,632,253 37,051,410 - - 78,683,663Intersegment revenue 8,775,000 - - - (8,775,000) -

Total revenue 8,775,000 41,632,253 37,051,410 - (8,775,000) 78,683,663 results Segment results 7,133,238 (586,716) 20,180,042 48,637 (6,696,172) 20,079,029Interest income 1,315 489,152 - 45,284 - 535,751Finance costs - (53,114) (63,943) - - (117,057)Share of results of associate company - - - - - 31,560 Profit before taxation 7,134,553 (150,678) 20,116,099 93,921 (6,696,172) 20,529,283 Taxation (2,232,447) (80,000) (5,417,000) (11,713) 2,281,500 (5,459,660) Profit for the financial year 4,902,106 (230,678) 14,699,099 82,208 (4,414,672) 15,069,623

other information Segment assets 56,329 40,662,103 184,562,790 113,774 427,842 225,822,838Investment in associate company 1,593,735Tax recoverable 149,629 Consolidated total assets 227,566,202 Segment liabilities 597,836 14,201,715 8,600,454 96,418 (21,616) 23,474,807Tax payable 1,198,836Deferred tax liabilities 30,565,492 Consolidated total liabilities 55,239,135 Capital expenditure on property, plant and equipment - 133,181 826,245 - - 959,426Depreciation 533 425,784 436,031 3,611 - 865,959Amortisation of prepaid land lease payments - 3,058 1,010,380 - - 1,013,438Property, plant and equipment written off - 6,774 16,620 - - 23,394

(b) Secondary segmental reporting - Geographical segment

No geographical segmental information being presented as the Group principally operates within Malaysia.


sHAre cAPitAL

Authorized capital : RM150,000.000Issued and fully paid-up : RM119,997,000Class of shares : Ordinary shares of RM1.00 eachVoting rights : One vote per ordinary share

ANALYsis BY siZe oF sHAreHoLDiNGs

No. of No. ofsize of shareholdings shareholder % shareholdings % Less than 100 62 4.57 4,063 0.00100 – 1,000 221 16.27 177,006 0.151001 - 10,000 911 67.08 4,015,044 3.3510,001 – 100,000 138 10.16 3,667,899 3.05100,000 – less than 5% of issued shares 22 1.62 36,753,100 30.635% and above issued shares 4 0.30 75,379,888 62.82 Total 1,358 100.00 119,997,000 100.00

sUBstANtiAL sHAreHoLDers

Direct indirectName of shareholders shareholdings % shareholding % 1. Dato’ Lim Kang Poh 32,564,469 27.13 - -2. Lembaga Kamajuaan Perusahaan Pertanian Negeri 32,294,999 26.91 432,700 0.363. Agur Tegap Sdn Bhd 10,520,420 8.77 - -

Directors sHAreHoLDiNGs

Direct indirectName of shareholders shareholdings % shareholding % 1. Tan Sri Dato’ Hj Husein Bin Ahmad 510,000 0.43 - -2. Dato’ Lim Kang Poh 32,564,469 27.13 - -

Analysis of ShareholdingsAs at 30 Apr i l 2010


tHirtY (30) LArGest sHAreHoLDers

No. Name of shareholders No. of shareholdings %

1. Lembaga Kemajuan Perusahaan Pertanian Negeri Pahang 32,294,999 26.912. Dato’ Lim Kang Poh 22,839,662 19.033 Agur Tegap Sdn Bhd 10,520,420 8.774. Ambank (M) Berhad Pledged Securities Account for Dato’ Lim Kang Poh 9,724,807 8.105. Terusan Al-Maju Sdn Bhd 5,895,000 4.916. Kencang Kuasa Sdn Bhd 4,903,000 4.097. Ngai Sok Tien 4,605,700 3.848. Joehainor Bin Burhan 4,420,000 3.689. Wong Chooi Fah 4,053,000 3.3810. Wong Chooi Lin 3,518,100 2.9311. Lim Hai 2,935,500 2.4512. Rahaimi Bin Abdul Rahman 1,637,800 1.3613. Yap Kong Wooi 1,032,200 0.8614. Lee Hun Kheng 1,032,000 0.8615. Tan Sri Dato’ Hj Husein Bin Ahmad 510,000 0.4316. TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account for LKPP Corporation Sdn Bhd 432,700 0.3617. Chan Ling Lee 338,500 0.2818. Soh Ah Moi 251,700 0.2119. Tiong Sheue Yng 250,000 0.2120. Ng Kim Vooy 180,000 0.1521. AIBB Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Chew Hun Seng 147,400 0.1222.. Phung Tze Thiam @ John Phung 142,300 0.1223. Chin Kim Yong 127,500 0.1124. AllianceGroup Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Koh Choon Lai 125,400 0.1025. Ang Ah Bah 109,500 0.0926. Mohd Saini Bin Kariman 105,800 0.0927. Inter-Pacific Equity Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Ung Yak Nguang 99,000 0.0828. Lim Ah Ya 92,000 0.0829. Wong Ooi Pean 86,000 0.0730. Affin Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Tan Lee Keen 85,000 0.07 totAL 112,494,988 93.74

Analysis of Shareholdings As at 30 Apr i l 2010


Address /Location Description/ existing

Land Area Built Up Area

tenure Age of Building

Net Book value rM

Year revalued/ Acquired

1.P.N. 1877 Lot 35696 Mukim of Kuala Kuantan District of Kuantan Pahang

Oil palm estate

1,874acres

- Leasehold expiring in year 2090

36,534,940 2006

2.HS (D) 28295 PT 86317 Mukim of Kuala Kuantan District of Kuantan Pahang

Oil palm estate

560acres


3,864,530 2007

3.HS(D) 853 PT 631 HS(D) 854 PT 632 HS(D) 406 PT 608 Mukim of Kertau HS(D) 609 PT 5616 HS(D) 852 PT 6566 Mukim of Luit HS(D) 610 PT 11316 HS(D) 611 PT 11317 HS(D) 612 PT 11318 HS(D) 849 PT 21456 HS(D) 850 PT 21457 HS(D) 851 PT 21458 Mukim of Chenor District of Maran, Pahang

Oil palm estate

7,504 acres

- Leasehold expiring between

years 2094 and 2101

133,052,662 2006

4.HS (D) 19959 PT 22427 HS (D) 19960 PT 22428 Mukim of Batu, District of Gombak, Selangor

Two units of 4 1/2 storey shop office

278square metres

1151square metres

Freehold 11 Years 1,875,440 2006

5.HSM 61911 (PT 85592) to HSM 61961 (PT 85642), Mukim of Kuala Kuantan District of Kuantan Pahang

51 Units Vacant Shoplot

6,976square metres

- Leasehold year 2104

Vacant 1,830,000 2006

6.B28, Lorong Tun Ismial 11 Jalan Tun Ismail 1 25000 Kuantan

3-storey Corner Shop

Office

184 square metres

954square metres

Freehold 5 Years 1,128,000 2006

7.HS (D) 2820 PT 6156 HS (D) 2821 PT 6157 HS (D) 2854 PT 6190 HS (D) 2855 PT 6191 HS (D) 2856 PT 6192 HS (D) 3096 PT 6422 HS (D) 3088 PT 6430 Mukim Bernam Timur Daereh Batang Padang Perak

Bungalow lots

8,924square metres


Vacant 290,826 2006

Group’s Propert iesAs at 31 December 2009


NOTICE IS HEREBY GIVEN THAT the 14th Annual General Meeting of Astral Asia Berhad (“AAB” or “the Company”) will be held at Templer 1 Room, No. 1, Templer Park Resort, 48000 Rawang, Selangor Darul Ehsan on Tuesday, 29 June 2010 at 11.00 a.m for the following purposes:

AGeNDA

1. To receive and adopt the Report of the Directors and the Audited Financial Statements for the year ended 31 December 2009 together with the Report of the Auditors thereon.

2. To approve the payment of Directors’ Fees for the financial year ended 31 December 2009.

3. To re-elect the following Directors who are retiring by rotation in accordance with the Article 76 of the Company’s Article of Association and being eligible offer themselves for re-election :-

i) Tuan Haji Md Adanan Bin Abdul Manap; andii) YH Dato’ Amihamzah Bin Ahmad.

4. To re-elect Tan Sri Dato’ Hj Husein Bin Ahmad who is retiring pursuant to Section 129(6) of the

Companies Act 1965 upon attaining the age of seventy. 5. To approve the payment of first and final dividend of 2.0 sen per share less 25% income tax in respect

of the financial year ended 31 December 2009. 6. To re-appoint Messrs. SJ Grant Thornton as auditors of the Company and to authorise the Directors

to fix their remuneration.

As sPeciAL BUsiNess:To consider and if thought fit, to pass the following resolutions: 7. ordinary resolution

Authority to issue shares Pursuant to section 132D of the companies Act, 1965

“tHAt subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per centum (10%) of the total issued capital of the Company and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

8. special resolution

Proposed amendments to the Articles of Association

“tHAt the proposed alterations, modifications, amendments, and/or deletions to the Articles of Association of the Company as contained in Appendix 1 of the Annual Report (page 74), be and hereby approved and adopted.”

9. To transact any other business for which due notice shall have been given in accordance with the

Company’s Articles of Association and the Companies Act, 1965.

Resolution 1

Resolution 2

Resolution 3Resolution 4

Resolution 5

Resolution 6

Resolution 7

Resolution 8

Resolution 9

Notice of Annual General Meet ing


DiviDeND eNtitLeMeNt AND PAYMeNt

As announced on 10 May 2010, the first and final dividend of 2.0 sen per ordinary share less income tax of 25%, in respect of the financial year ended 31 December 2009, if approved at the 14th Annual General Meeting, will be paid on 8 July 2010 to Depositors of ordinary shares registered in the Record of Depositors on 22 June 2010.

A Depositor shall qualify for entitlement to the dividend only in respect of:

a) Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 22 June 2010 in respect of transfers; and

b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the rules of the Bursa Malaysia Securities Berhad.

By order of the Board,

Hoon Hui KitCompany Secretary

Selangor Darul Ehsan4th day of June 2010

Notes:

1. Section 149(1)(b) of the Act shall not apply to the Company, a proxy may but need not be a member of the Company.

2. This instrument duly completed must be deposited at the registered office of the Company at 67 & 69, Jalan SBC 1, Taman Sri Batu Caves, 68100 Batu Caves, Selangor Darul Ehsan not less than forty eight (48) hours before the time for holding the meeting.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation, under its common seal or the hand of its attorney.

4. A member shall not be entitled to appoint more than three (3) proxies to attend and vote at the same meeting and where a member appoints more than one (1) proxy, the appointment shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.

eXPLANAtorY Notes oN sPeciAL BUsiNess

the resolution proposed under Agenda 7Resolution Pursuant to Section 132 of the Companies Act, 1965.The Ordinary Resolution proposed under Agenda 7, if passed, will give the Directors of the Company, from the date of the forthcoming Annual General Meeting, the authority to issue and allot ordinary shares from the unissued capital of the Company being for such purposes as the Directors consider would be in the interest of the Company. This authority will, unless revoked or varied by the Company in a General Meeting, expire at the next Annual General Meeting of the Company.

Proposed Amendments to the Articles of Association of the company under Agenda 8Article 138 of the Articles of Association of the Company is proposed to be amended to facilitate the implementation of the Electronic Dividend Payment or eDividend pursuant to the Directive issued by Bursa Malaysia Securities Berhad dated 19 February 2010, by the alteration, modifications, deletion and/or additions, wherever necessary, whereby the affected existing Article 138 is reproduced

herewith, with the proposed amendments to Article 138 of the Articles of Association of the Company, in bold, alongside it.

Notice of annual general meet ing


1. Directors who are standing for re-election at the 14th Annual General Meeting are Tuan Haji Md Adanan Bin Abdul Manap and YH Dato’ Amihamzah Bin Ahmad.

The profiles of the Directors are set out on pages 3, 4, 5 of this annual report and their interest in the securities of the Company are set out in the Directors’ Shareholdings of the Annual Report (Page 68).

2. Board meetings held during the financial year ended 31 December 2009.

A total of four Board meetings were held during the financial year ended 31 December 2009 are as follow:

Date of Meetings 24 February 2009 28 April 2009 20 August 2009 24 November 2009

3. Details of attendance at Board Meetings held in the financial year ended 31 December 2009 are as follows:

Name of Director No. of Meetings attended

Tan Sri Dato’ Hj Husein Bin Ahmad 4/4 Dato’ Lim Kang Poh 4/4 YH Dato’ Md Adnan Bin Sulaiman 2/4 YH Dato’ Amihamzah Bin Ahmad 4/4 Tuan Haji Md Adnan Bin Abdul Manap 4/4 Mr Tan En Chong 4/4

statement Accompanying Annual General Meeting


DetAiLs oF tHe ProPoseD AMeNDMeNts to tHe ArticLes oF AssociAtioN

The Company proposes to amend the following Article of its Articles of Association (for which differences are highlighted in bold) to comply with the recent changes to the Listing Requirements.

Existing Article (138) Proposed Amendments / New Article (138)

Payment by cheque

Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder who is named on the register of Member or to such person and to such address as the holder may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and the payment of any such cheque or warrant shall operate as a good discharge to the Company in respect of the dividend represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that the endorsement thereon has been forged. Every such cheque or warrant shall be sent at the risk of the person entitled to the money thereby represented.

Payment by Telegraphic Transfer or Electronic Transfer or by cheque

Subject to the provisions of the Listing Requirements and the Rules, any dividend, interest or other money payable in cash in respect of shares shall be paid by way of telegraphic transfer or electronic transfer or remittance or direct crediting to such account as designated by the holder or the person entitled to such payment and the Company shall provide electronic notification to such holder and the person entitled to such payment whose contact details are available from Depository once the Company has paid such payment by way of telegraphic transfer or electronic transfer or remittance or direct crediting to such account as designated by them. In the event such holder or person entitled to such payment does not provide account information in accordance with the Rules and Central Depository Act, any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder who is named on the register of Member or to such person and to such address as the holder may in writing direct. Every such cheque or warrant or telegraphic transfer or electronic transfer or remittance or direct crediting shall be made payable to the order of the person to whom it is sent and in accordance with the Rules, and the payment of any such cheque or warrant or telegraphic transfer or electronic transfer or remittance or direct crediting shall operate as a good and full discharge by the Company in respect of the payment represented thereby, notwithstanding that in the case of payment by cheque or warrant, it may subsequently appear that the same has been stolen or that the endorsement thereon has been forged. Every such cheque or warrant or telegraphic transfer or electronic transfer or remittance or direct crediting shall be sent at the risk of the person entitled to the money thereby represented.

Appendix 1

Proxy Form

I/We, ______________________________________________________________________________________________________

NRIC No/Passport No/Company No __________________________________________________________________________

CDS Account No/Name of beneficial owner ____________________________________________________________________

of ________________________________________________________________________________________________________

___________________________________________________________________________________________________________

being a member(s) of ASTRAL ASIA BERHAD hereby appoint(s) __________________________________________________

___________________________________________________________________________________________________________

NRIC No/Passport No/Company No __________________________________________________________________________

of ________________________________________________________________________________________________________

___________________________________________________________________________________________________________or the Chairman of the meeting as my/our proxy on my/our behalf at the 14th Annual General Meeting of the Company to be held on Tuesday, 29 June 2010 at 11.00 a.m. at Templer 1 Room, No. 1 Templer Park Resort, 48000 Rawang, Selangor Darul Ehsan.

My/Our proxy is to vote either on a show of hands or on a poll as indicated below with an “X”:

resolution No. resoLUtioNs For AGAiNst

Resolution 1 Adoption of Directors’ Report, Audited Accounts and the Auditors’ Report for the financial year ended 31 December 2009.

Resolution 2 Approval of Directors’ Fees.

Resolution 3 Re-election of Tuan Haji Md Adanan Bin Abdul Manap.

Resolution 4 Re-election of YH Dato’ Amihamzah Bin Ahmad.

Resolution 5 Re-appointment of Tan Sri Dato’ Hj Husein Bin Ahmad.

Resolution 6 Approval for the first & final dividend payment.

Resolution 7 Re-appointment of Auditors – Messrs. SJ Grant Thornton.

Resolution 8 Ordinary Resolution:Approval pursuant to Section 132D of the Companies Act 1965.

Resolution 9 Special Resolution:Proposed Amendments to Articles of Association.

Dated this _______ day of ____________________ 2010

________________________Signature of Shareholder(s)

Notes:

1. Section 149(1)(b) of the Act shall not apply to the Company, a proxy may but need not be a Member of the Company.

2. This instrument duly completed must be deposited at the registered office of the Company at 67 & 69, Jalan SBC 1, Taman Sri Batu

Caves, 68100 Batu Caves, Selangor Darul Ehsan not less than forty eight (48) hours before the time for holding the meeting.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if

such appointor is a corporation, under its common seal or the hand of its attorney.

4. A member shall not be entitled to appoint more than three (3) proxies to attend and vote at the same meeting and where a member

appoints more than one (1) proxy, the appointment shall be invalid unless the member specifies the proportion of his shareholding

to be represented by each proxy.

Number of shares held

AFFIXSTAMP

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The Company Secretary

Astral Asia Berhad67 & 69, Jalan SBC 1Taman Sri Batu Caves68100 Batu CavesSelangor Darul Ehsan

2009A N N U A L R E P O R T

2009 - malaysiastock.biz annual report 2009 3 astral asia berhad (co. no. 374600-x) tan sri dato’...

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