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TRC SYN

ERG

Y BER

HA

D (413192-D

)Annual R

eport 2008

TRC SYNERGY BERHAD (413192-D)

Wisma TRC, 217 & 218, Jalan Negara 2. Taman Melawati 53100 Ulu Klang, Selangor Darul Ehsan.

Tel : 03 4108 0105 / 06Fax : 03 4108 0104

w w w . t r c . c o m . m y

Annual Report 2008

Contents

02 • Chairman’s Statement

05 • Corporate Information

06 • Profi le of Directors

08 • Corporate Structure

09 • Statement on Corporate Governance

18 • Statement on Internal Control

20 • Audit Committee Report

25 • Financial Statements

84 • List of Properties

86 • Analysis of Shareholdings

89 • Analysis of ICULS Holdings

91 • Analysis of Warrant Holdings

93 • Notice of Twelfth Annual General Meeting

96 • Statement Accompanying Notice of Annual General Meeting

Proxy Form

Group Performance

For the year under review, the group recorded a double digit growth in profi t after tax for the third consecutive year. The group’s turnover increased to RM740.6 million from RM422.2 million in the preceding year, representing an increase of 75.4%. Likewise, the profi t after tax also registered a marked increase of 52.0% i.e. from RM30.0 million in the year 2007 to RM45.6 million in 2008.

This stellar performance underscores the group’s capabilities and effi ciency in the implementation of major projects. It was also pertinent to note that the strong performance was achieved amid a very challenging local and global economic environment. With strong balance sheet and cash fl ow, it is our vision to capitalise on the current strength of the group to propel itself into the next phase of expansion in the near future.

Review of Operations

Construction

This division continued to be a major revenue contributor to the group.

During the year, the group’s main on-going projects like the Sapangar Bay Submarine Base (RM318 million), Kuala Terengganu Runway Extension P4 (RM202million),

Sibu Bawang Assam Road (RM222million) and IPD Dang Wangi (RM125million) were being implemented. In addition, the group managed to secure a project from Bintulu Port Sdn. Bhd. for the construction of warehouses in Bintulu (RM88.8million), a Turnkey project from Advance Air Traffi c Systems Sdn. Bhd. for the upgrading of Malaysia Air Traffi c Modernisation Program at Tawau and Sibu (RM11.6million) and an additional work for the Sapangar Bay Submarine Base project for its Umbilical Services (RM92.8million).

Subsequent to the close of the fi nancial year, the group received a letter of award to construct a maritime college in Kuantan, Pahang for RM218.0million from the Public Works Malaysia, elevating its orderbook to approximately RM1.5billion.

The current contracts in hand should be able to sustain the group well into 2011. We are also confi dent that with the proactive measures taken by the government, including the recently announced RM60 billion stimulus package, to revitalise the economy, the prospects for the group will continue to be bright in the coming years.

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial

Statement of TRC Synergy Berhad for the Financial Year Ended 31 December 2008.

Chairman’s Statement

TRC SYNERGY BERHADAnnual Report 2008

2

Chairman’s Statement (Cont’d)

Property Division

During the period under review, there was no new launches of project by the group’s property division. This has invariably resulted in its lackluster performance.

On the future prospects, the group is planning to develop some residential properties on a piece of land measuring 8.6 acres in Ulu Kelang in the second half of 2009, if the economic situation permits. The gross development value for this project is expected to be in the range of RM50 million to RM60 million.

To boost the demand of this sector, the government has introduced various measures like, exemption in the Real Property Gains Tax (RPGT), a 50% stamp duty exemption as the instrument of transfer for purchases of housing unit below RM250,000.00 and allowing EPF contributors to make monthly withdrawal for housing loan repayments to ease financial burden. We believed with these measures, the future prospects for this sector will be positive.

Manufacturing

Contribution from this division continued to be insignificant. We do not foresee this division to have a significant impact on the group’s revenue and profitability in the immediate future.

Oil & Gas

The group’s associate company, Petrobru (B) Sdn. Bhd., had on 21 January 2008 entered into a Memorandum of Understanding with the Petroleum Unit, Ministry of

Energy, Brunei Darussalam in relation to a feasibility study for a proposed oil refinery and storage facility in Pulau Muara Besar, Brunei Darussalam (the project). Subsequent to the signing of the Memorandum of Understanding, the consultant, Wood Mackenzie, was engaged to conduct a pre economic feasibility study of the project. The results of the study were positive and following that the Brunei Government gave an official approval to the company to proceed with further works towards the realisation of the project. The detailed feasibility study for the project is currently in progress and should be completed by the first half of 2009.

Barring unforeseen circumstances, we expect this project to commence within the next 1 to 2 years. We also expect this project to contribute positively to the group’s future profitability.

Corporate Development

During the year the company completed a Bonus Issue exercise by issuing 31,588,246 new ordinary shares of RM1.00 each on the basis of one new bonus share for every five existing ordinary shares of RM1.00 each.

Consequential to the Bonus Issue, an additional 6,101,520 new Warrants 2007/2017 was issued pursuant to the adjustment in accordance with the provisions of the Deed Poll.


3

05 06 07 08

REVENUE(RM’000)

141,

769

225,

677

422,

220

740,

663

05 06 07 08

SHAREHOLDERS’SFUND(RM’000)

121,

344

131,

872

222,

590

266,

867

05 06 07 08

NET TANGIBLE ASSETSPER SHARE(sen)

130

142

159

141

06 07 08

PROFIT/(LOSS) BEFORETAXATION(RM’000)

(4,8

10)

13,1

13

41,7

39

61,3

60

05

Chairman’s Statement (Cont’d)

Economic Outlook

The government, under the Economic Report 2008/2009, has projected the construction sector to grow by 3.1% driven by civil engineering sub-sector, with the further implementation of infrastructure projects under the 9MP. In addition, the faster pace of corridor developments is also expected to spur construction works. The announcement of the two stimulus packages by the government amounting to RM67 billion in November 2008 and March 2009 will also give the construction sector a positive outlook and boost its growth in the years to come.

With these developments, we are confident that the group will continue to perform well in the future.

Dividend

The Board has recommended a first and final gross dividend of 6 sen less income tax of 25% for the 2008 financial year amounting to RM8,530,986.00. This represents an increase of 46% over the financial year 2007.

Acknowledgement and Appreciation

We endeavour to ensure that whatever the group does will be for the benefit of all our stakeholders and the community in general. This would not be achieved without the invaluable support and contributions from the Board of Directors, staffs, clients, financiers and business associates.

On behalf of the Board of Directors, I would like to record our sincere appreciation to those who have contributed to the success of the group.

Dato’ Sri Sufri Bin Hj Mohd ZinExecutive Chairman


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Board of Directors

Dato’ Sri Sufri bin Hj Mohd Zin(Executive Chairman)

Dato’ Abdul Aziz bin Mohamad(Executive Director)

General (R) Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin(Independent Non-Executive Director)

Noor Zilan bin Mohamed Noor(Independent Non-Executive Director)

Abdul Rahman bin Ali(Independent Non-Executive Director)

Company SecretaryAbdul Aziz bin Mohamed

(LS 007370)

Registered Office /Principal Place of Business

Wisma TRC, No. 217 & 218Jalan Negara 2, Taman Melawati53100 Ulu Klang, Selangor

Tel No. : 603-41080105 / 603-41080106Fax No. : 603-41080104E-mail : [email protected]

Branch Office Lot 3626, Block 16, KCLDTaman Timberland, Lorong Rock 293200 Kuching, SarawakTel No. : 082-239998Fax No. : 082-421998

Website www.trc.com.my

AuditorsKumpulan Naga (AF-0024)Suit 1, 1st Floor, Wisma LeopadNo. 5, Jalan Tun Sambanthan50470 Kuala Lumpur

Share RegistrarMega Corporate Services Sdn BhdLevel 15-2, Faber Imperial CourtJalan Sultan Ismail50774 Kuala LumpurTel : 03-26924271Fax : 03-27325388 & 03-27325399

Principal Bankers

EON Bank BerhadMalayan Banking BerhadAffin Bank BerhadRHB Bank Berhad

Solicitors

Messrs Noorzilan & PartnersMessrs C.C. Choo & Co.

Stock Exchange ListingBursa Malaysia Securities Berhad (Main Board)(Stock No. : 5054)

Corporate Information


5

Dato’ Sri Sufri Bin Hj Mohd ZinExecutive Chairman, 53 years of age – Malaysian

Dato’ Sri Sufri Bin Hj Mohd Zin is the founder of TRC Group. He was appointed as the Managing Director of TRC Synergy Berhad (“TRC” or “the Company”) on 29 March 2002 and presently he is the Executive Chairman of the Company and the Managing Director of its subsidiary Companies. He graduated from Institute of Teknologi MARA (“ITM”) in 1982 with a Diploma in Business Studies. He is also a master degree holder in Business Administration in Construction Management from Harvey International University, United States. Presently he is pursuing a bachelor degree in Jurisprudence International Law (External) at Universiti Malaya.

YBhg Dato’ Sri started his career as a banker with Bank Bumiputera Malaysia Bhd in 1982. His inherent perseverance and unique business acumen led him into the building and construction industry in 1984. During the Financial year ended 31 December 2008, he attended all four Board Meetings.

Dato’ Abdul Aziz Bin MohamadExecutive Director, 50 years of age – Malaysian

Dato’ Abdul Aziz Bin Mohamad was appointed as an Executive Director of the Company on 29 March 2002. He joined TRC Group as a Senior Contract Executive in 1994 and was later promoted to Deputy General Manager (Contracts) in 1997. He graduated from Trent Polytechnic in Nottingham, England in 1983. He is a Quantity Surveyor by profession and a member of the Institution of Surveyors, Malaysia. He started his career as an Assistant Quantity Surveyor in England with Rider Hunt and Partners in 1982. He later joined Jabatan Kerja Raya (JKR) Kuala Lumpur in 1983 as a Quantity Surveyor where he administered the contractual aspects of projects. YBhg Dato’ Aziz attended all four Board Meetings held during the fi nancial year ended 31 December 2008. He does not have any personal interest in any business arrangement involving the Company.

Profi le of Director’s

1

2


6

Profi le of Director’s (Cont’d)

General (R) Dato’ Seri Mohd Shahrom Bin Dato’ Hj NordinIndependent, Non-Executive Director, 61 years of age – Malaysian

General (R) Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin was appointed as a Director of the Company on 25 March 2004. After his secondary education, he was selected for Offi cer Cadet training at the Royal Military College, Sungai Besi in 1966 before being commissioned as a Second Lieutenant into the Royal Malay Regiment in 1968 and assigned as a Platoon Commander with the 2nd Battalion, Royal Malay Regiment. General (R) Dato’ Seri Mohd Shahrom has served in various appointments at command, staff, training and the diplomatic services levels and he was the Chief of the Malaysia Army from 1st January 2003 to 15 September 2003. Prior to that appointment he was the Chief of staff at the Armed Forces Headquarters. Currently he is the Senior Vice President Defence of the National Aerospace & Defence Industries Sdn Bhd (NADI). He is also the Chairman of SME Aerospace Sdn Bhd (SMEA) and Director of SME Ordnance Sdn Bhd (SMEO). Both SMEA and SMEO are subsidiary companies of the NADI Group of Companies. General (R) Dato’ Seri Mohd Shahrom is a member of the Audit Committee. During the fi nancial year ended 31 December 2008 he attended all the four Board Meetings held.

Noor Zilan Bin Mohamed NoorIndependent, Non–Executive Director, 49 years of age – Malaysian

Noor Zilan Bin Mohamed Noor was appointed as a Director of the Company on 13 May 2002. He graduated from ITM in 1983 with a Diploma in Law. He then joined United Malayan Banking Corporation as a Trainee Executive Offi cer before pursuing for further studies in the United Kingdom in 1984 and graduated from City of London Polytechnics with LLB (Hons) majoring in Business Law in 1987. Subsequently, he went on to read Law at Lincoln’s Inn and was called to the English Bar in 1988 and upon returning to Malaysia he was then called and admitted to the Malaysian Bar in 1989 as an Advocate & Solicitor. He then worked as a Legal Assistant before starting his own law fi rm in 1991 and is now a Senior Partner with an established law fi rm in Kuala Lumpur specializing in the area of Corporate Law, Banking, Building and Construction Law apart from civil & criminal litigation. En. Noor Zilan is the Chairman to the Audit Committee, Nomination Committee and Remuneration Committee. He attended all four Board Meetings held during the fi nancial year ended 31 December 2008.

Abdul Rahman Bin AliIndependent, Non–Executive Director, 52 years of age – Malaysian

Abdul Rahman Bin Ali was appointed as a Director of the Company on 13 May 2002. He graduated from University of Malaya in 1982 with a Degree in Accounting. He is currently a Chartered Accountant of the Malaysian Institute of Accountants. He started his career as a credit offi cer with Bank Bumiputera Malaysia Berhad in 1982. He left the bank in 1986 to set up his own management consultancy company under the name of Advance Management Services in 1986 before becoming a Branch Manager with a public accounting fi rm, Sahir and Co. in 1990. In 1994, he set up his own accounting fi rm by the name A. Rahman & Associates and later became a partner of Omar Arif, A.Rahman & Associates in 1996. En. Abdul Rahman is a member of the Audit Committee, Nomination Committee and Remuneration Committee. He attended all the four Board Meetings held during the fi nancial year ended 31 December 2008.

3

4

5

Note:-Save as disclosed above,

1) none of the Directors have:-

i any family relationship with any director and/or substantial shareholders of the Company;ii any confl ict of interest with the Company; andiii any conviction for offences (other than traffi c offences) within the past ten (10) years.

2) none of the Directors holds directorship in other public companies.

245 1 3


7

Trans Resources Corporation Sdn Bhd

(120265 P)

TRC Infra Sdn Bhd(645178 P)

TRC Land Sdn Bhd(444162 W)

TRC Energy Sdn Bhd (616448 K)

TRC International Pte Ltd (LL04510)

100%

TRC Construction (Sarawak) Sdn Bhd

(621714 W)

100%

TRC Concrete Industries Sdn Bhd

(151401 V)

100%

Liputan Sutera Sdn Bhd (637939-H)

100%

Petrobru Build Sdn Bhd (incorporated in Brunei

Darussalam)

60%

100% 100%

TRC Development Sdn Bhd(309248 U)

100%

100%

PetroBru (B) Sdn Bhd (incorporated in Brunei

Darussalam)

26%

100%

Corporate Structure


8

The Board of Directors of TRC Synergy Berhad (“the Board”) is always committed to uphold the highest standards of corporate governance as set out in the Malaysian Code on Corporate Governance (“The Code”) are practiced throughout the Company and its subsidiaries. These have been recognized by the Board as the Group’s key responsibilities in order to protect and enhance long term shareholder value and to safeguard the Group’s assets.

The Board will continuously evaluate the Group’s corporate governance practices and procedures, and where appropriate will adopt and implement the best practices as enshrined in the Code. In accordance with paragraph 15.26 of the Bursa Malaysia’s Listing Requirements (“Listing Requirements”), the Board is pleased to provide the following statement detailing the manner the Group has applied the principles of corporate governance and the extent of compliance with the Best Practices.

DIRECTORS

The Board of Directors (“the Board”)

The Group is led and controlled by an effective Board of Directors headed by the Executive Chairman who has detailed knowledge and vast experience in the construction industry. The rest of the Board members possess a wide range of skill and experiences ranging from construction, finance, legal and general management discipline suitable for managing the Group businesses.

The Board has overall responsibility in the stewardship of the Group’s direction and its performance inclusive of corporate governance, strategic planning and maintaining effective control over financial and operational matters.

Board Composition and Balance

The Board currently consists of five (5) members comprising two (2) Executive Directors and three (3) Independent Non-Executive Directors. The Company complies with the criteria of having at least one-third (1/3) of the Board Members as Independent Non-Executive Directors. The profiles of the Directors are presented in this Annual Report on pages 6 and 7.

The Independent Non-Executive Directors provide broad, unbiased and balanced assessment on proposals initiated by the Executive Directors and the senior management of the Group. They also contribute by the exercise of independent judgment and objective participation in the proceeding and decision making process of the Board. In view of this composition, the Board of the view that the present members of the Board are considered sufficient in addressing the issues affecting the Group.

Statement on Corporate Governance


9

Statement on Corporate Governance (Cont’d)

Board Meeting

The Board convene a total of four (4) board meetings during the financial year ended 31 December 2008. In the meetings, the Board deliberated and considered matters relating to the Group’s financial performance, key business and operational issues and business plans. Details of attendance at the meeting are as follows:-

Name No. of Meeting Attended

Dato’ Sri Sufri bin Hj Mohd Zin 4/4

Dato’ Abdul Aziz bin Mohamad 4/4

Jen (B) Dato’ Sri Mohd Shahrom bin Dato Hj Nordin 4/4

Noor Zilan Bin Mohamed Noor 4/4

Abdul Rahman bin Ali 4/4

The Board has agreed to meet at least four (4) times a year with additional matters addressed by way of circular resolutions and additional meeting to be held as and when the need arises.

Supply of Information to the Board

All Directors have unrestricted access to all information within the Group as a full Board or in their individual capacity in carrying out their duties and responsibilities. The Chairman undertakes primary responsibility for organizing information to be distributed to the Board. They also have direct access to the advice and services of the Company Secretary, internal and external auditors and other independent professional at all times.

As for the Board meeting, the agenda and Board papers are distributed to the Board in advance before the meeting to ensure the Directors have sufficient time to appreciate the issues deliberated at the meetings. Senior officers of the Group are invited to clarify and explain the relevant matters tabled to the Board.

Appointment and Re-election of the Board

The Company has a formal and transparent procedure for the appointment of new Directors and re-election of Directors. These aspects are spelt out clearly in the Company’s Articles of Association. Besides, The Nomination Committee, comprising of two (2) Independent Non-Executive Directors, reviews and recommends any proposed appointments before the appointment are approved by the Board.

All the newly appointed Directors are subject to election by shareholders at the Annual General Meeting subsequent to their appointment.

As for the re-election of Directors, the Articles of Association of the Company provides at least one-third (1/3) of the Directors are required to retire by rotation at each financial year and are eligible to offer themselves for reelection at the Annual General Meeting. All Directors shall retire from office once at least in each three (3) years.

At the last Annual General Meeting held on 27 June 2008, En. Noor Zilan bin Mohamed Noor and En. Abdul Rahman bin Ali retired and were elected to the Board.


10


Directors’ Training

All Directors have duly complied with the Listing Requirements in relation to the Mandatory Accreditation Programme. Subsequent to the repeal on the CEP Programme and the inception of the new requirement that requires the Board as a whole to evaluate the training needs for Directors, the Directors have principally agreed to attend at least one training programme every year. They will identify the relevant training programmes for Directors to ensure that they are updated with appropriate professional training to enhance their knowledge and professionalism in discharging their duties to the Group.

During the financial year ended 31 December 2008, the Directors attended a number of relevant programme to enhance their knowledge and expertise in the Group core business and on matters concerning their skills and professional fields. Amongst the training programme attended by the Directors were as follows:-

i National Tax Conference 2008;ii 2009 Budget Seminar;iii 10th International Surveyors’ Congress; andiv 11th Defence Exhibition and Conference Asia Services

The Executive Chairman did not attend any short course training as he was pursuing an external bachelor degree programme in Jurisprudence International Law at Universiti Malaya.

Apart from that, frequent visit to the operational projects sites and occasional trips to meet overseas suppliers and consultants and active participation on the relevant association have equipped the Executive Directors with the latest information and technologies in the industry.

Board Committees

As recommended by the Code, the Board has established the following committees to assist the Board in discharging its duties:-

i Audit Committeeii Nomination Committeeiii Remuneration Committeeiv Employees’ and Directors’ Share Option Scheme (ESOS) Committee

Each of this committee has its own functions and responsibilities and they report to the Board.

DIRECTORS’ REMUNERATION

The Group has adopted the principle recommended by the Code whereby the level or remuneration of the Directors and senior management should reflect the level of responsibility and contributions toward the successful and efficient running of the Group’s activities.


11

Procedure

To assist the Board in the discharge of its duties, the Board has established a Remuneration Committee. As at the date of the Annual Report, the composition of the Remuneration Committee is as follows:-

i Noor Zilan Bin Mohamed Noorii Abdul Rahman bin Ali

The Committee will review and recommend to the Board the remuneration package of the executive directors and senior management of the Group with the main aim of providing level of remuneration sufficient to attract and retain competent executives who can manage the Group effectively.

Disclosure

The aggregate remuneration of the Directors received and receivable from the Company and its subsidiaries during the financial year ended 31 December 2008 are as follows:-

Category Fees (RM) Salaries (RM) EPF & SOCSO (RM) Bonus

Executive Directors - 1,185,600.00 218,683.60 631,600.00

Non-Executive Director 105,000.00 - - -

Total 105,000.00 1,185,600.00 218,683.60 631,600.00

The remuneration paid to the Directors, analysed into the following bands, is as follows:-

Range of remuneration Number of Director Executive Non-Executive

Less than RM 50,000 - 3

RM50,001 – RM600,000* - -

RM600,001 – RM650,000 1 -

RM651,001 – RM1,400,000* - -

RM1,400,001 – RM1,450,000 1 -

* No Directors within this range of remuneration



12

RELATIONSHIP WITH INVESTORS AND SHAREHOLDER COMMUNICATION

The Board acknowledges the importance of communication and proper dissemination of all important issues and major development concerning the Company. In addition to the various announcements made during the year, the timely release of financial results on a quarterly basis provides shareholders with an overview of the Group’s performance and operations.

During the financial year ended 31 December 2008, the Company once again organized a number of meetings and briefings with financial analysts to establish better understanding of the Company’s objective and performance and to convey other information that may affect shareholders interest.

The Company also has a cordial relationship with reporters who have been playing a very effective role in conveying the Group’s information to the public, shareholders and investors. Press releases are also occasionally organized to clarify on certain matters related to the Company and its operating unit.

Besides, shareholders, investors and members of the public may also obtain updated information on the Group by accessing to the Company’s website at www.trc.com.my.

THE ANNUAL GENERAL MEETING

The company uses the Annual General Meeting as the primary channel of communication with its shareholders. They are encouraged to raise questions and participate in discussions pertaining the operation and financial aspects of the Group.

Shareholders who are unable to attend to the meeting can appoint their proxies who can vote on their behalf. Board of directors, senior management as well as the Company’s Auditors are present to answer any relevant questions raised at the meeting.



13

ACCOUNTABILITY AND AUDIT

Financial Reporting

In presenting the Company’s financial statements and quarterly results to shareholders and other interested parties, the Board aims to present a balanced and understandable assessment of the Group’s financial position and prospects.

The financial statements of the Company and of the Group are prepared in accordance with the requirements of the applicable Approved Accounting Standards in Malaysia and the provisions of the Companies Act, 1965.

The Group’s annual financial statements and quarterly results are reviewed by the Audit Committee and approved by the Board before announcement to Bursa Malaysia for public release.

The Statement explaining the Directors’ responsibilities for preparing the annual audited financial statements pursuant to paragraph 15.27(a) of the Listing Requirements is set out on page 17 of the Annual Report.

Internal Control

The Board acknowledges and places strong emphasis in maintaining a sound system of internal control which is necessary to safeguard the Group’s assets and shareholders’ interest. Details of the Group’s internal control system is presented in the Statement on Internal Control and Audit Committee Report set out on pages 18 to 24.

Relationship with External Auditors

Through the Audit Committee, the Group has established a transparent and appropriate relationship with the Group’s external auditors in seeking their advice and towards ensuring compliance with the applicable Approved Accounting Standards. The external auditors are invited to attend the Audit Committee meeting and to the Board meeting on a need basis as and when deemed appropriate.

Corporate Social Responsibility (“CSR”)

The Board acknowledges the importance of the CSR, the framework of which has been launched by the Bursa Malaysia on 15 September 2006. The move by Bursa Malaysia is seems to be inline with the decent intention of the Government to inculcate the culture of corporate social responsibility among the public listed companies. Therefore, the Board had agreed to beef up the Company’s social activities with an intention to share the company’s profitability with the public in forms of contribution on social responsibility activities.

During the financial year ended 31 December 2008, TRC Group continued to support the community and the staffs by donating various amounts to various parties/bodies within the country. This included a contribution of RM50,000 for the construction of Dewan Maktab Sultan Abu Bakar, Johor. The contribution was presented to YM Tunku Mahkota Johor, Tunku Ibrahim Ismail Sultan Iskandar during a low-key function in Johor Bahru in July 2008.

During the year 2008, the Group had also contributed RM10,000 to National Press Club for their members to organise a four-day trip to Sabah which aimed at enhancing fraternal ties and the spirit of fellowship among members of the media industry.



14

STATEMENT OF COMPLIANCE WITH THE BEST PRACTICE OF THE MALAYSIAN CODE ON CORPORATE GOVERNANCE (THE CODE)

Save as disclosed below, the group has substantially complied with the Best Practices in Corporate Governance set out in Part 2 of the Code:-

Provision of the Code Details Explanation

Part 2,AA II

Chairman and Chief Executive The Company is headed by an Executive Chairman and therefore, the roles of the Chairman and the Chief Executive Officer are not separate. The Board is of the opinion that the check and balance of power is undertaken by the strong presence of Independent Non-Executive Directors in the Board. Furthermore, the Chairman encourages all Directors to participate actively in all deliberation of issues that concern the Group.

Hence, the Board maintains the view that this combined arrangement will not hamper the Board from making fair decisions for the best interest of the Group.

Part 2,AA VII

Senior Independent Non-ExecutiveDirector to whom concerns may be conveyed

Presently all Board Members are accessible by the shareholders and public investors where they can relay their concerns over company matters. Therefore, the appointment of Senior Independent Non-Executive Director to assume such responsibilities is not timely necessary.



15

ADDITIONAL COMPLIANCE INFORMATION

In compliance with the Listing Requirements, the following information is provided:-

Utilization of proceeds

No proceed were raised by the Company from any corporate exercise during the financial year ended 31 December 2008.

Share buybacks

The Company has not undertaken any share buyback exercise during the financial year ended 31 December 2008.

Option, Warrants or Convertible Securities.

During the financial year, 292,400 new ordinary shares of RM1.00 each were issued by the Company pursuant to the exercise of warrants, 16,652,200 shares were issued by virtue of the conversion of ICULS and 1,241,500 shares were issued by the Company by virtue of the exercise of options pursuant to the Company’s ESOS.

American Depository Receipt (ADR) / Global Depository Receipt (GDR).

The Company has not sponsored any ADR or GDR Programme.

Sanctions and / or penaltiesThere were no sanction and/or penalty imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies during the financial year ended 31 December 2008.

Non-Audit FeesThe non-audit fees paid to external auditors amounting to RM19,350.00 for the financial year ended 31 December 2008.

Variation of ResultsThere were material variations in the disclosure of earning per share and weighted average number of shares between the 4th quarter announcement and the audited financial statements for the year ended 31 December 2008. The details are as follows:-

Unaudited as announced on 24 February 2009

As per the audited financial statements for the year ended 31 December 2008

Sen Sen

Basic 31.11 24.83

Diluted 31.02 24.81

The main reason for the variation:-

Inadvertently the disclosure as regarded to earning per share on Note 26 on the 4th quarter announcement was not updated resulting in the earning per share announced differs from actual computation and audited per share figures. However, the unaudited profit after tax does not reflect material variance compared with the audited profit after tax,.

Save and except the above, there was no other material variation between the audited results for the financial year ended 31 December 2008 and the unaudited results announced.



16

Profit GuaranteeThere was no profit guarantee given by the Company during the financial year ended 31 December 2008.

Material ContractsThere was no material contracts between the Company and its subsidiaries involving Directors and major shareholders’ interests during the financial year ended 31 December 2008.

Revaluation of landed propertiesThe Company does not adopt a policy of regular revaluation of its properties.

Recurrent Related Party TransactionThe Company did not enter into any recurrent related party transaction which requires the shareholders’ mandate during the financial year ended 31 December 2008.

STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTSThe Board is responsible to ensure that the financial statements are prepared in accordance with the provision of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to ensure a true and fair view of the state of affairs of the Group and the Company as at the end of each financial year and of their results and their cash flows for that financial year then ended. The Board is also responsible to maintain accounting records that disclose with reasonable accuracy the financial position of the Group and the Company, and which enable them to ensure that the financial statements comply with the Companies Act, 1965.

The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.

The Directors are satisfied that in preparing the financial statements of the Group for the financial year ended 31 December 2008, the Group has adopted appropriate accounting policies and applied them prudently and consistently. They are also satisfied that reasonable and prudent judgments and estimates were made and all applicable Approved Accounting Standards in Malaysia have been followed accordingly.



17

The Malaysian Code on Corporate Governance stipulates that a listed company should maintain a sound system of internal control to safeguard shareholder’s investment and the company’s assets. The Board of Directors of TRC Synergy Berhad (“the Board”) is committed to maintaining a sound and effective System of Internal Control in the Group. Pursuant to paragraph 15.27(b) of the Bursa Malaysia’s Listing Requirements the Board is pleased to provide the following statement that outlines the nature and scope of internal control of the Group during the financial year ended 31 December 2008.

BOARD RESPONSIBILITY

The Board affirms its overall responsibility for the effectiveness of the Group’s systems of internal control and risk management, and for reviewing the adequacy and integrity of these systems. The internal control system involves the core business and its key management, including the Board, and is designed to meet the Group’s particular needs and to manage the risks to which it is exposed. The system of Internal Control aims to :-

i safeguard shareholders’ interest and the assets of the Group;ii ensure that proper accounting records are maintained; andiii that the financial information used within the business and the publication to the public is reliable.

The Board is fully aware that this system, by its nature, can only provide reasonable, and not absolute, assurance against material misstatement, fraud end error. These systems are designed to manage and mitigate, rather than eliminate, the risk of failure to achieve business objectives of the Group.

INTERNAL CONTROL

The key elements of the Group’s internal control system are described below:-

Internal Audit Function

The Board is fully aware of the importance of the internal audit function and has established the Internal Audit Department for the Group on 20 August 2004. The main objective of this department is to review the key business processes and controls and to assists the Audit Committee in the discharge of its duties and responsibilities. Its role is to provide independent and objective reports on the organization, management, records, accounting policies and internal controls to the Audit Committee and the Board. As required by the Bursa Malaysia’s Listing Requirements, the Internal Auditors report directly to the Audit Committee. The presence of the internal audit function has provided the level of assurance as to the effectiveness of the operation and validity of the Group’s internal control system. The details of the Internal Audit activities are mentioned on page 23 of this Annual Report.

Quality Policy There is clear and well documented Quality Policy in accordance with ISO 9001 : 2000 by a wholly-owned subsidiary of the Company which is undertaking the core business of the Group. This policy and the related procedures are communicated to the respective staff members. Amongst the salient features of the Quality Policy are as follows:-

i Internal Quality Audits are conducted at planned intervals to determine whether the Quality Management System is effectively implemented and maintained and conforms to the established system requirements of Internal Standard, ISO 9001:2000.

ii On an annual basis, an overall Internal Quality Audit Plan is devised encompassing every departments and projects, taking into consideration the status and importance of relevant process, areas to be audited as well as results of previous audits.

Statement on Internal Control


18

Statement on Internal Control (Cont’d)

iii Qualified Internal Quality Auditors will be assigned with audit works in accordance with the Internal Quality Audit Plan where the reports shall be examined and analyzed and reported to the management during Management Review Board Meeting.

iv As part of the Quality Management System, the management shall meet on monthly basis to discuss and deliberate all issues relating to the business of the Group.

v The Audit Committee is accessible to the relevant reports produced in relation to the Quality Management and if the need arise, the matter shall be further discussed in the Board Meeting.

Line of Reporting

Clearly defined delegation of responsibilities to committees of the Board and to operating units, including authorisation levels for all aspects of the business. This also includes detailed job description and specification provided to each employee of the Group which is further reiterated through a well defined organizational structure.

Dissemination of Information within the Group

Regular and comprehensive information is provided to Management covering financial performance and key business indicators, key operating statistics/ indicators, key business risks, legal, environmental and regulatory matters. Key matters affecting the Group are brought to the attention of the Audit Committee and are reported to the Board on a regular basis.

Detail Budgeting Process

A detailed budgeting process where operating units prepare budgets for every project for discussion in the Management Meeting. A monthly monitoring of results against budget, with major variances being followed up and management action taken, where necessary.

Risk Management Framework

The Group has in place an on-going process for identifying, evaluating, monitoring and managing the significant risks affecting the achievement of its business objectives. This is an on-going process, subject to regular review by the Board, and accords with the “Statement on Internal Control: Guidance for Directors of Public Listed Companies”.

The Group adopts a decentralised approach to risk management by encouraging participation of all employees in such a manner that the employees take ownership and responsibility for risks at their respective levels. The process of risk management and treatment is overseen by the senior management and report to the Board through the Audit Committee. The risk management framework is also embodied in the Quality Policy in accordance with ISO 9001 : 2000 practised by a wholly-owned subsidiary of the Company.

Audit Committee

The Audit Committee, on behalf of the Board, regularly reviews and holds discussions with the management on the matters relating to internal control, the external auditors and the management.

The Report on the Audit Committee set out on pages 20 to 24 of this Annual Report contains further details on the activities undertaken by the Audit Committee in 2008.

Board

The Board holds regular discussions with the Audit Committee, Management and external auditors and reads their reports on matters relating to internal controls and deliberates their recommendations for implementation.

The Directors have taken the necessary steps, as are reasonably open to them, to ensure that appropriate systems are in place for the assets of the Group to be adequately safeguarded through the prevention and detection of fraud and other irregularities and material misstatements.

The Directors believe that the system of internal control is considered appropriate to business operations, and that the risks taken are at an acceptable level within the context of the business environment of the Group.

The Board is not aware of significant weaknesses in the internal control system that will result in material losses.

This statement is made in accordance with a resolution of the Board of Directors dated 28 April 2008.


19

1. Composition of the Audit Committee

The Audit Committee of the Company was established in August 2002. Presently, the Committee comprises of the following members. All of them are Independent Non Executive Directors.

Chairman : Noor Zilan bin Mohamed Noor (Independent Non-Executive Director)

Member : i. General (R) Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin (Independent Non-Executive Director) Appointed as an Audit Committee Member on 28 August 2008

ii. Abdul Rahman Bin Ali (Independent Non-Executive Director) (Member of the Malaysian Institute of Accountants)

Secretary : Abdul Aziz Bin Mohamed (Company Secretary)

2. Terms of Reference

i. Composition

The Board of Directors shall elect an Audit Committee from amongst themselves (pursuant to a resolution of the Board of Directors) comprising of not less than three (3) members all of them must be Non-Executive Directors with a majority of them being Independent Directors.

The members of the Audit Committee shall elect a Chairman from amongst themselves. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Directors of the Company. Should any member of the Audit Committee cease to be a Director of the Company, his membership in the Audit Committee would cease forthwith.

If the members of the Audit Committee for any reason be reduced to below three (3), the Board of Directors shall within three (3) months of that event, appoint such number of the new members as may be required to make up the minimum number of three (3) members.

Audit Committee Report


20

Audit Committee Report (Cont’d)

ii. Objectives

The primary objectives of the Audit Committee are:

a. To provide assistance to the Board in fulfilling its fiduciary responsibilities particularly relating to business ethics, policies and practices and financial management and control.

b. To provide greater emphasis on the audit functions by increasing the objectivity and independence of external and internal auditors and providing a forum for discussion that is independent of the management.

c. To maintain through regularly scheduled meetings a direct line of communication between the Board and the external auditors, internal auditors and financial management.

iii. Duties and responsibilities The duties and responsibilities of the Audit Committee shall be:

a. To consider the appointment of the external auditors, audit fee and any questions of resignation or dismissal.

b. To discuss with the external auditor before the audit commences the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved.

c. To review the quarterly results and year end financial statements before submission to the board, focusing particularly on:

i. any changes in accounting policies and practices

ii. major judgmental areas

iii. significant adjustments resulting from the audit

iv. the going concern assumption

v. compliance with accounting standards

vi. compliance with the stock exchange and legal requirements

d. To discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary).


21


e. To review the internal audit programme, consider the major findings of internal audit investigations and management’s response, and ensure co-ordination between the internal and external auditors.

f. To keep under review the effectiveness of the internal control systems, and in particular review the external auditor’s management letter and management’s response.

g. to review any related party transactions and conflict of interest situations that may arise within the Group including any transactions, procedure or course of conduct that raises questions of management integrity.

h. To carry out such other functions as stipulated in the Bursa Securities Listing Requirements and other functions as may be agreed to by the Audit Committee and the Board of Directors.

iv. Authority

The Committee is authorised by the Board to investigate any activity within the terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

The Committee is empowered by the Board to retain persons having special competence as necessary to assist the Committee in fulfilling its responsibilities.

v. Meeting and Minutes

The Audit Committee shall not hold less than three (3) meetings a year and the quorum for each meeting shall be two (2) members.

Minutes of each meeting shall be kept and distributed to each member of the Committee and also to the other members of the Board. The Committee Chairman shall report on each meeting to the Board.

The Company Secretary shall act as the Secretary to the Audit Committee.

3. Summary of Activities of the Audit Committee.

During the financial year ended 31 December 2008, the Audit Committee met four (4) times. The Company Secretary acted as the secretary for the Committee at all the meetings held. Other Directors and senior management of the Group were also present at the meeting upon invitation. The details of the attendance of the members of the Audit Committee are as follows:-

No. Audit Committee Attendance

1 Noor Zilan bin Mohamed Noor 4/4

2 Dato’ Sri Sufri bin Hj Mohd Zin (Resigned as an Audit Committee Member on 28 August 2008) 3/4

3 Abdul Rahman Bin Ali 4/4

4 General (R) Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin (Appointed as an Audit Committee Member on 28 August 2008) 1/4

During the financial year, the Audit Committee carried out the following review :-

- The quarterly management and annual audited financial statements to ensure compliance with statutory reporting requirements and appropriate resolution of all accounting and audit matters requiring significant judgment and where appropriate, made recommendations to the Board.

- The external auditors’ fees and to recommend their reappointment to the Board.

- Measures implemented by management with regard to risk management and internal control.


22


- The statement of Corporate Governance and Statement on Internal Controls which are prepared in accordance with the provisions set out under the Malaysian Code on Corporate Governance, the extent of compliance with the said Code and recommend to the Board action plan to address further compliance matters.

- The revised terms of reference of Audit Committee to expend the function of the Audit Committee to include the review of the adequacy of the competence of the internal audit function.

4. Internal Audit Function

The Group’s internal audit function, which is carried out by the Internal Audit Department, reports directly to the Audit Committee. The principal objective of the Department is to provide independent and objective reports on the effectiveness of the system of internal control within the business units and projects of the Group. It also to ascertain that adequate internal control is maintained to safeguard the assets of the Group and the shareholders interest.

Throughout the financial year, the Internal Audit Department has undertaken several independent audit assignments in accordance with the approved annual audit plan. Details of the activities performed by the Department during the financial year are as follow:-

• ExaminethecontroloverallsignificantGroupoperationandsystemstoascertainreasonableassurancethattheGroup’s objective and goals are met efficiently and economically.

• Continuousfollowupreviewsonrecommendationandoutstandingissuestoensurebothareimplementedandresolved accordingly.

• TocomplementwiththeQualityManagementSysteminaccordancewithISO9001:2000.

• PreparedtheannualauditplanforconsiderationbytheAuditCommittee.

• ReviewedtheeffectivenessofmanagementoffixedassetswithintheGroup.

From the internal audit findings, the Internal Audit Department will prepare independent opinion and reports accordingly to the Audit Committee on risks area, weaknesses identified and the relevant recommendations. All recommendations shall be reviewed and discussed accordingly and communicated to the management to rectify the identified weaknesses. The Department also established follow–up reviews to monitor and ensure that the recommendations agreed by the Audit Committee have been effectively implemented.

Going forward the Internal Audit Department will strengthen its capacity and efficiency for the better contribution to the Group pursuant to the Audit Charted and Internal Audit Plan which have been approved by the Audit Committee.


23


5. Statement in relation to the allocation of Share Option Scheme

The Audit Committee noted that the Company had established Share Option Scheme for Employees and Directors (“The Scheme”) pursuant to the By-Laws which were approved by the shareholders at the Extraordinary General Meeting held on 30 April 2004. The Scheme shall remain in force for a duration of five (5) years commencing from 22 June 2004 and could be extended for another five (5) years at the discretion of Audit Committee. On 27 August 2008, the ESOS Committee had approved the extension of the Scheme for another five (5) years commencing from its expiry date of 21 June 2009. Therefore, the Scheme will expire on 20 June 2014.

The salient terms of the Scheme are as follows:-

i. the maximum number of the Company’s new shares to be made available under the Scheme shall not exceed fifteen percent (15%) of the issued and paid up capital of the Company;

ii. not more than fifty percent (50%) of the Company’s shares available under the Scheme shall be allocated to Directors and senior management;

iii. not more than ten percent (10%) of the Company’s shares available under the Scheme shall be allocated to individual Director or eligible employees, who either singly or collectively through person connected to them holds twenty percent (20%) or more of the issued and paid up capital of the Company;

iv. The eligible participants shall include eligible employees and Directors who as at the offer date have satisfied the following criteria :-

a) is a confirmed employee or appointed director within the Group;

b) has attained at least age of eighteen (18);

c) is employed full time and on the payroll of the Group;

d) is under such category and of such criteria that the option committee may from time to time decide.

v. The Scheme shall remain in force for a duration of five (5) years from the effective date of the launch and could be extended for another five (5) years at the discretion of the ESOS Committee.

vi. The option price for each share shall be based on the weighted average market price (WAMP) of the Company’s share traded on the Exchange for the five (5) trading days preceding the date of offer with a discount if any, that does not exceed ten percent (10%) from the five (5) day of the Company’s shares.

The option under the Scheme was initially offered to the eligible employees and Directors at an offer price of RM1.70 per option share. Subsequently, consequent to the Rights Issue exercise which was completed on 31 January 2007, the exercise price of the Scheme was adjusted to RM1.47 per option share. During the financial year ended 31 December 2008, the exercise price was further adjusted to RM1.23 per option share in consequence to the Bonus Issue Exercise undertaken by the Company which was completed on 11 April 2008.


24

Financial Statements

26 • Directors’ Report

31 • Statement by Directors

31 • Statutory Declaration

32 • Auditors’ Report

34 • Income Statements

35 • Balance Sheets

37 • Statement of Changes in Equity - Group

38 • Statement of Changes in Equity - Company

39 • Cash Flow Statements

41 • Notes to the Financial Statements

RM

5,822,247

Directors’ Report

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2008.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding, general contractors for supplying labour and provision of corporate, administrative and financial support services to its subsidiaries.

The principal activities of the subsidiaries are as disclosed in Note 17 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

RESULTS

Group RM

Company RM

Profit for the year 45,637,641 3,128,318

Attributable to:

Equity holders of the Company 45,637,641 3,128,318

Minority interest - -

45,637,641 3,128,318

RESERVES AND PROVISIONS

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

In the opinion of the directors, the results of the 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.

DIVIDENDS

The amount of dividends paid by the Company since 31 December 2007, were as follows :

In respect of the financial year ended 31 December 2007 as reported in the directors’ report of that year:

Final dividend of 5 sen per share less 26% taxation, on 157,358,033 ordinary shares, paid on 18 July 2008.

At the forthcoming Annual General Meeting, a provisional dividend in respect of the financial year ended 31 December 2008, of 6 sen per share less 25% taxation on 189,577,479 ordinary shares amounting to a dividend payable of RM5,822,247 (4.5 sen net per ordinary share) will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2009.

DIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date of this report are :

Dato' Sri Sufri Bin Hj Mohd Zin Dato' Abdul Aziz Bin Mohamad Gen. (R) Dato' Seri Mohd Shahrom Bin Dato' Hj Nordin Abdul Rahman Bin Ali Noor Zilan Bin Mohamed Noor

26TRC SYNERGY BERHADAnnual Report 2008

Directors’ Report (cont’d)

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 or debentures of the Company or any other body corporate, other than those share options granted pursuant to the Employee Share Option Scheme.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 9 of the financial statements or the fixed salary of a full time employee) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, as required by Section 169 (8) of the Companies Act, 1965.

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares in the Company and its related corporations during the financial year were as follows :

Number of Ordinary Shares of RM1 Each At

1.1.2008 Acquired Bonus Issue Sold

At 31.12.2008

The Company

Direct Interest :

Dato' Sri Sufri Bin Hj Mohd Zin 17,191,666 155,500 3,438,333 (1,728,000) 19,057,499 Dato' Abdul Aziz Bin Mohamad 441,070 88,214 - - 529,284

Deemed Interest :

Dato' Sri Sufri Bin Hj Mohd Zin* 48,640,000 9,728,000 - (9,170,000) 49,198,000

* Deemed interested by virtue of his substantial shareholdings in TRC Capital Sdn. Bhd. and Kolektif Aman Sdn. Bhd.

Number of Share Options

At1.1.2008 Granted Exercised

At 31.12.2008The Company

Dato’ Sri Sufri Bin Hj Mohd Zin 900,000 - - 900,000 Dato’ Abdul Aziz Bin Mohamad 850,000 - - 850,000

Number of Warrants At Bonus At

The Company 1.1.2008 Adjustments Sold 31.12.2008

Dato’ Sri Sufri Bin Hj Mohd Zin 4,206,333 841,266 - 5,047,599


27

Dato’ Sri Sufri Bin Hj Mohd Zin and Dato’ Abdul Aziz Bin Mohamad by virtue of their interest in shares in the Company are also deemed interested in shares of all the Company’s subsidiaries to the extent the Company has an interest.

None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during the financial year.

ISSUE OF SHARES

During the financial year, the Company increased its issued and paid-up ordinary share capital from RM139,803,133 to RM189,577,479 by way of :

(i) the issuance of 292,400 ordinary shares of RM1.00 each through exercise of 2007/2017 Warrants at an exercise price of RM1.00 per share for cash;

(ii) the issuance of 16,652,200 ordinary shares of RM1.00 each converted at par value from conversion of Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) for additional working capital purpose; and

(iii) the issuance of 1,241,500 ordinary shares of RM1.00 each for cash pursuant to the Company’s Employee Share Options Scheme (“ESOS”) at an exercise price of RM1.47 per ordinary share.

(iv) the issuance of 31,588,246 ordinary shares of RM1.00 each through Bonus Issue on a basis of one new bonus share for every five ordinary shares of RM1.00 held by the shareholders on 8 August 2008.

The new ordinary shares issued during the financial year ranked pari passu in all respect with the existing ordinary shares of the Company.

WARRANTS 2007/2017

A total of 30,800,000 free warrants were issued by the Company in conjunction with the Rights Issue in 2007. Each warrant is convertible into one new ordinary share of RM1.00 each at the exercise price of RM1.00 per ordinary share.

Consequential to the Bonus Issue, the Company had issued an additional 6,101,520 new Warrants 2007/2017 pursuant to the adjustments in accordance with the provision under the Deed Poll executed by the Company on 15 November 2006 constituting the Warrants (‘Deed Poll’).A total of 292,400 warrants were exercised during the current financial year with a balance of 36,609,120 outstanding warrants as at 31 December 2008.

The warrants are valid for a period of ten years and shall expire on 21 January 2017.

EMPLOYEE SHARE OPTIONS SCHEME

The TRC Synergy Berhad Employee Share Options Scheme (“ESOS”) is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on 30 April 2004. The ESOS was implemented on 22 June 2004 and is to be in force for a period of 5 years from the date of implementation. On 11 August 2008, the Board of Directors approved the extension of the duration of ESOS for another five years from the expiry date of the initial ESOS period.

Consequent to the Bonus Issue Exercise, the exercise price of the Company’s Employees and Directors Share Options Scheme has been adjusted from RM1.47/share to RM1.23/share.

The salient features and other terms of the ESOS are disclosed in Note 33 to the financial statements.

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the names of option holders, including directors, who have been granted option to subsrcibe for less than 850,000 ordinary shares of RM1 each. The names of option holders granted option to subscribe for 850,000 or more ordinary shares of RM1 each during the financial year are as follows :-



Name Grant Date Expiry DateExercise

Price

Number of Share

Granted Exercised 31.12.2008 Abdul Aziz Bin Mohamed 22.06.2004 21.06.2014 1.23 990,000 (133,000) 857,000Khoo Teng San 22.06.2004 21.06.2014 1.23 850,000 - 850,000Loh Leh Wong 22.06.2004 21.06.2014 1.23 850,000 - 850,000Yeoh Sook Keng 22.06.2004 21.06.2014 1.23 850,000 - 850,000

Details of options granted to directors are disclosed in the section on Directors’ Interests in this report.

OTHER STATUTORY INFORMATION(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors

took reasonable steps:

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

(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

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

(i) the amount written off for bad debts or the amount of the provision for doubtful debts inadequate to any substantial extent; and

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

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

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

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

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

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

(f) In the opinion of the directors:

(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.



29

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND EVENTSSUBSEQUENT TO THE BALANCE SHEET DATE

The significant events during the financial year and events subsequent to the balance sheet date are disclosed in Note 40 and Note 41 to the financial statements respectively.

AUDITORS

The auditors, Kumpulan Naga, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors dated 30 April 2009.

DATO’ SRI SUFRI BIN HJ MOHD ZIN DATO’ ABDUL AZIZ BIN MOHAMAD

Kuala Lumpur, Malaysia.



We, DATO’ SRI SUFRI BIN HJ MOHD ZIN and DATO’ ABDUL AZIZ BIN MOHAMAD, being the Directors of TRC SYNERGY BERHAD, state that, in the opinion of the Directors, the accompanying financial statements set out on pages 34 to 83 are drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the Company as at 31 December 2008 and of the results and the cash flows of the Company for the year then ended.

Signed on behalf of the Board in accordance with a resolution of the directors dated 30 April 2009.

DATO’ SRI SUFRI BIN HJ MOHD ZIN DATO’ ABDUL AZIZ BIN MOHAMAD

Kuala Lumpur, Malaysia.

Statutory DeclarationPursuant To Section 169(16) Of The Companies Act, 1965

I, DATO’ SRI SUFRI BIN HJ MOHD ZIN, being the Director primarily responsible for the financial management of TRC SYNERGY BERHAD, do solemnly and sincerely declare that the accompanying financial statements set out on pages 34 to 83 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, l960.

Subscribed and solemnly declared by theabovenamed DATO’ SRI SUFRI BIN HJ MOHD ZINat Kuala Lumpur in the Federal Territory on 30 April 2009.

DATO’ SRI SUFRI BIN HJ MOHD ZIN

Before me,

MOHAN A.S. MANIAMCommissioner for OathNo. W521

Statement by Directorspursuant to Section 169(15) of the Companies Act, 1965


31

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of TRC Synergy Berhad. which comprise the balance sheets as at 31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 34 to 83.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with the applicable Financial Reporting Standards in Malaysia and the Companies Act, 1965. 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’ Responsibility

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 entity’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 entity’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the 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 the applicable Financial Reporting Standards in Malaysia and the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2008 and of their 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 subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 17 to the financial statements.

Report of the Auditorsto the members of TRC Synergy Berhad(Incorporated In Malaysia)


(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

(d) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification or any adverse comment required to be 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.

Kumpulan Naga A.F. No. 0024Chartered Accountants (M)

Kuala Lumpur, Malaysia

Date: 30 April 2009

T. Nagarajan KMNNo: 824/04/10 (J)

Report of the Auditors (cont’d)to the members of TRC Synergy Berhad

(Incorporated In Malaysia)


33

Group Company

Note 2008 2007 2008 2007

RM RM RM RM

Continuing Operations

Revenue 3 740,662,748 422,220,508 10,345,293 52,831,831

Cost of sales 4 (663,091,423) (365,610,241) (2,654,448) (1,650,128)

Gross profit 77,571,325 56,610,267 7,690,845 51,181,703

Other income 5 8,040,043 5,678,601 3,269,872 3,254,298

Administrative expenses (19,223,407) (15,794,216) (2,465,142) (1,430,972)

Selling and marketing

expenses - - - -

Operating profit 66,387,961 46,494,652 8,495,575 53,005,029

Finance costs 6 (4,659,522) (4,752,972) (3,690,953) (3,518,827)

Share of loss of associate (368,042) (3,059) - -

Profit before tax 7 61,360,397 41,738,621 4,804,622 49,486,202

Income tax expense 10 (15,722,756) (11,691,134) (1,676,304) (13,658,469)

Profit for the year 45,637,641 30,047,487 3,128,318 35,827,733

Attributable to:

Equity holders of the Company 45,637,641 30,047,487 3,128,318 35,827,733

Minority interests - - - -

45,637,641 30,047,487 3,128,318 35,827,733

Earning per share attributable

to equity holders of the

Company (sen)

- Basic, for profit for the year 11 24.83 17.53

- Diluted, for profit for the year 11 24.81 15.84

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

Income Statementsfor the year ended 31 December 2008


Group Company

2008 2007 2008 2007

Note RM RM RM RM

ASSETS

NON-CURRENT ASSETS

Investment properties 12 6,186,500 6,186,500 - -

Prepaid land lease payment 13 505,892 511,783 - -

Property, plant and equipment 14 26,503,347 16,889,194 - 900,000

Properties held for development 15 19,957,924 19,957,924 - -

Intangible assets 16 83,333 283,333 83,333 283,333

Investment in Subsidiaries 17 - - 61,747,808 61,756,038

Investment in Associate 18 6,521,265 6,897,094 - -

Other investments 19 24,655,702 6,340,616 4,000,000 4,000,000

Other receivables 21 - - 175,077,537 177,890,557

Deferred tax assets 31 - - 34,316 811,215

84,413,963 57,066,444 240,942,994 245,641,143

CURRENT ASSETS

Property development costs 15 14,788,418 23,678,075 - -

Inventories 20 937,037 1,023,124 - -

Trade and other receivables 21 135,770,412 109,346,537 27,519 42,969

Cash and bank balances 24 220,423,439 191,027,527 3,141,980 328,791

371,919,306 325,075,263 3,169,499 371,760

Non-current asset classified as

held for sale 25 - 1,558,610 - -

371,919,306 326,633,873 3,169,499 371,760

TOTAL ASSETS 456,333,269 383,700,317 244,112,493 246,012,903

Balance Sheetsas at 31 December 2008


35

Group Company

2008 2007 2008 2007

Note RM RM RM RM

EQUITY AND LIABILITIES

Equity attributable to equity holders of the Company

Share capital 26 189,577,479 139,803,133 189,577,479 139,803,133

Share premium 26 - 6,535,663 - 6,535,663

ICULS - equity component 27 1,022,700 15,241,344 1,022,700 15,241,344

Other reserves 28 (7,633) 2,127 - -

Retained earnings 29 76,274,736 61,007,386 12,860,459 40,102,432

Total equity 266,867,282 222,589,653 203,460,638 201,682,572

NON-CURRENT LIABILITIES

ICULS - liability component 27 124,256 2,991,134 124,256 2,991,134

Borrowings 30 7,613,740 47,126,671 - 40,000,000

Deferred tax liabilities 31 243,780 691,368 - -

7,981,776 50,809,173 124,256 42,991,134

CURRENT LIABILITIES

Borrowings 30 65,801,075 23,997,073 40,000,000 -

Trade and other payables 32 106,518,538 78,289,418 457,386 1,212,609

Current tax payable 9,145,682 7,995,523 51,297 107,111

Dividends payable 18,916 19,477 18,916 19,477

181,484,211 110,301,491 40,527,599 1,339,197

Total liabilities 189,465,987 161,110,664 40,651,855 44,330,331

TOTAL EQUITY AND

LIABILITIES 456,333,269 383,700,317 244,112,493 246,012,903


Balance Sheets (cont’d)as at 31 December 2008


Attributable to Equity Holders of the Company

Non-Distributable Distributable

ICULS Exchange

Share Share (Equity Fluctuation Retained Minority Total

Capital Premium Component) Reserves Earnings Total Interest Equity

RM RM RM RM RM RM RM RM

Note (Note 26) (Note 26) (Note 27) (Note 28) (Note 29)

At 1 January 2008 139,803,133 6,535,663 15,241,344 2,127 61,007,386 222,589,653 - 222,589,653

Issue of ordinary shares pursuant to :

Bonus issue 31,588,246 (7,048,202) - - (24,540,044) - - -

Warrants 292,400 - - - - 292,400 - 292,400

ESOS 1,241,500 583,505 - - - 1,825,005 - 1,825,005

ICULS 16,644,200 - - - - 16,644,200 - 16,644,200

ICULS adjustment 8,000 - - - (8,000) - - -

Arising during the year - - - (9,760) - (9,760) - (9,760)

Equity component of ICULS - - (14,218,644) - - (14,218,644) - (14,218,644)

Profit for the year - - - - 45,637,641 45,637,641 - 45,637,641

Dividends 36 - - - - (5,822,247) (5,822,247) - (5,822,247)

Expenditure written off - (70,966) - - - (70,966) - (70,966)

At 31 December 2008 189,577,479 - 1,022,700 (7,633) 76,274,736 266,867,282 - 266,867,282

Attributable to Equity Holders of the Company


ICULS Exchange

Share Share (Equity Fluctuation Retained Minority Total

Capital Premium Component) Reserves Earnings Total Interest Equity

RM RM RM RM RM RM RM RM

Note (Note 26) (Note 26) (Note 27) (Note 28) (Note 29)

At 1 January 2007 92,400,000 6,213,201 - 8,052 33,250,395 131,871,648 - 131,871,648

Issue of ordinary shares pursuant to :

Rights Issue 30,800,000 - - - - 30,800,000 - 30,800,000

ESOS 3,644,500 1,712,915 - - - 5,357,415 - 5,357,415

ICULS 12,958,633 - - - - 12,958,633 - 12,958,633

Arising during the year - - - (5,925) - (5,925) - (5,925)

Equity component of ICULS - - 15,241,344 - - 15,241,344 - 15,241,344

Profit for the year - - - - 30,047,487 30,047,487 - 30,047,487

Dividends 36 - - - - (2,290,496) (2,290,496) - (2,290,496)

Expenditure written off - (1,390,453) - - - (1,390,453) - (1,390,453)

At 31 December 2007 139,803,133 6,535,663 15,241,344 2,127 61,007,386 222,589,653 - 222,589,653

Statement of Changes in Equity - Groupfor the year ended 31 December 2008


37


ICULS Share Share (Equity Retained Total

Capital Premium component) Earnings Equity RM RM RM RM RM

Note (Note 26) (Note 26) (Note 27) (Note 29)

At 1 January 2008 139,803,133 6,535,663 15,241,344 40,102,432 201,682,572 Profit for the year - - - 3,128,318 3,128,318 Dividends 36 - - - (5,822,247) (5,822,247)Issue of ordinary shares pursuant to : Bonus Issue 31,588,246 (7,048,202) - (24,540,044) - Warrants 292,400 - - - 292,400 ESOS 1,241,500 583,505 - - 1,825,005 ICULS 16,644,200 - - - 16,644,200 ICULS Adjustment 8,000 - - (8,000) -Equity component of ICULS

- - (14,218,644) - (14,218,644)

Expenditure written off - (70,966) - - (70,966)At 31 December 2008 189,577,479 - 1,022,700 12,860,459 203,460,638


ICULS Share Share (Equity Retained Total

Capital Premium component) Earnings Equity RM RM RM RM RM

Note (Note 26) (Note 26) (Note 27) (Note 29)

At 1 January 2007 92,400,000 6,213,201 - 6,565,195 105,178,396 Profit for the year - - - 35,827,733 35,827,733 Dividends 36 - - - (2,290,496) (2,290,496)Issue of ordinary shares pursuant to : Rights Shares 30,800,000 - - - 30,800,000 ESOS 3,644,500 1,712,915 - - 5,357,415 ICULS 12,958,633 - - - 12,958,633 Equity component of ICULS

- - 15,241,344 - 15,241,344

Expenditure written off - (1,390,453) - - (1,390,453)At 31 December 2007 139,803,133 6,535,663 15,241,344 40,102,432 201,682,572

Statement of Changes In Equity - Companyfor the year ended 31 December 2008


Cash Flow Statements for the year ended 31 December 2008

Group Company Note 2008 2007 2008 2007

RM RM RM RM CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation 61,360,397 41,738,621 4,804,622 49,486,202

Adjustments for :- Unrealised loss on foreign exchange 311,823 - - -Share of loss from joint venture 455 469 - -Dividend income (593) (329) (6,520,270) (50,000,000)Doubtful advances written off 309,012 124,501 309,012 -(Gain)/Loss on disposal of a subsidiary (185,884) - 8,229 -Loss on disposal of quoted shares - 69,553 - -Expenditure written off to share premium (70,966) - (70,966) -Finance cost on ICULS 422,021 267,759 422,021 267,759 Amortisation of expenditure carried forward 200,000 200,000 200,000 200,000 Exchange reserve arising due to retranslation of financial statements in foreign currency 6,243 (5,925) - -Depreciation of property, plant and equipment 5,393,506 4,890,153 - -Amortisation of leasehold land 5,891 5,891 - -Gain on disposal of property, plant and equipment (735,759) (401,151) - -Share of results of an associate company 368,042 3,059 - -Interest expense 3,971,191 4,218,612 3,268,932 3,251,068 Interest income (4,655,429) (3,055,713) (3,268,932) (3,251,068)Property, plant and equipment written off 5,233 - - -OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES 66,705,183 48,055,500 (847,352) (46,039)

Inventories 86,087 (461,135) - -Receivables (26,718,941) 58,374,507 (293,562) (1,202)Payables 28,120,339 19,464,372 (865,571) (157,207)Property development project costs 8,889,657 3,496,901 - -

Cash generated from/(used in) operations 77,082,325 128,930,145 (2,006,485) (204,448)

Taxation paid (15,787,580) (7,596,804) (1,708,214) (72,860)Interest paid (3,971,191) (4,218,612) (3,268,932) (3,251,068)Interest received 4,655,429 3,055,713 3,268,932 3,251,068

Net cash generated from/(used in) operating activities 61,978,983 120,170,442 (3,714,699) (277,308)


39

Group Company Note 2008 2007 2008 2007

RM RM RM RM CASH FLOWS FROM INVESTING ACTIVITIES Dividend received - 240 4,825,000 36,500,000 Associate company 7,786 (6,900,153) - -Additional investment in subsidiaries - - - (7,299,008)Purchase of investment properties - (1,317,425) - -

Purchase of quoted investment (18,315,086) (2,196,616) - -

Purchase of property, plant and

equipment (13,584,877) (5,551,399) - (900,000)Purchase of land held for development - (7,986,266) - -Proceeds from disposal of property, plant and equipment 866,354 5,186,097 - -Other receivables - - 5,408,290 (91,566,796)

Proceeds from disposal of quoted

investments - 36,317 - -

Net cash (used in)/generated from

investing activities (31,025,823) (18,729,205) 10,233,290 (63,265,804)

CASH FLOWS FROM FINANCING ACTIVITIES

Disposal of a subsidiary 17 168,314 - 1 -

Proceeds from exercise of warrants 292,400 - 292,400 -

Proceeds on share premium

from ESOS exercised 583,505 1,712,915 583,505 1,712,915

Proceeds from ESOS exercised 1,241,500 3,644,500 1,241,500 3,644,500

Proceeds from Rights Issue - 30,800,000 - 30,800,000 Proceeds from Issuance of ICULS - 30,800,000 - 30,800,000

Fixed deposits 3,601,724 (52,994,319) - -

Proceeds/(Repayment) of short term borrowings

29,175,969 (8,185,510) - -

(Repayment)/Proceeds from long term borrowings

(39,512,931) 6,532,678 - -

Intangible assets - (845,229) - (845,229)Dividend paid (5,822,215) (2,288,972) (5,822,808) (2,288,972)Net cash (used in)/generated from financing activities (10,271,734) 9,176,063 (3,705,402) 63,823,214

Net increase in cash and cash equivalents 20,681,426 110,617,300 2,813,189 280,102

Effects of foreign exchange

rate changes (311,823) - - -Cash and cash equivalents at the beginning of the year 102,841,270 (7,776,030) 328,791 48,689 Cash and cash equivalents at the end of the year 24 123,210,873 102,841,270 3,141,980 328,791


Cash Flow Statements (cont’d)for the year ended 31 December 2008


Notes to the Financial Statements31 December 2008

1. CORPORATE INFORMATION

The principal activities of the Company are investment holding, general contractors for supplying labour and provision of corporate, administrative and financial support services to its subsidiaries. The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.

The number of employees of the Company as at year end is 51 (2007: 51). The number of employees of the Group as at year end is 589 (2007: 510).

The Company is a public limited liability company, incorporated and domiciled in Malaysia.

The Company is listed on the Main Board of Bursa Malaysia Securities Berhad and produces financial statements available for the public use.

The registered office and principal place of business of the Company is located at Wisma TRC, 217 & 218, Jalan Negara 2, Taman Melawati, 53100 Ulu Klang, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 30 April 2009.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Preparations of Financial Statements

The financial statements of the Company have been prepared in accordance with the provisions of the Companies Act, 1965 and the applicable Financial Reporting Standards in Malaysia.

The financial statements have been prepared under the historical cost convention except as disclosed in the summary of significant accounting policies.

The financial statements are presented in Ringgit Malaysia (RM).

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

2.2 Summary of Significant Accounting Policies

(a) Subsidiaries and Basis of Consolidation

(i) Subsidiaries

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

In the Company’s separate financial statements, investments in subsidiaries are stated at cost less any impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.


41

Notes to the Financial Statements (cont’d)31 December 2008

(ii) Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the balance sheet date. The financial statements of the subsidiaries are prepared for the same reporting date as the Company.Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. In preparing the consolidated financial statements, intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for like transactions and events in similar circumstances.

Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method of accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the acquisition.

Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities 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 acquisition is recognised immediately in profit or loss.

(b) Intangible Assets

Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or more frequently if the events or changes in circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is also reviewed annually to determine whether the useful life assessment continues to be supportable.

(c) Property, Plant and Equipment

(i) Cost

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

Subsequent to recognition, property, plant and equipment except for freehold land are stated at cost less accumulated depreciation and any accumulated impairment losses.

Certain freehold and leasehold buildings are stated at revalued amount, which is the fair value at the date of the revaluation less any accumulated impairment losses. Fair value is determined from market-based evidence by appraisal that is undertaken by professionally qualified valuers. Revaluations are performed with sufficient regularity to ensure that the fair value of a revalued asset does not differ materially from that which would be determined using fair values at the balance sheet date. Any revaluation surplus is credited to the revaluation reserve included within equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss to the extent of the decrease previously recognised. A revaluation deficit is first offset against unutilised previously recognised revaluation surplus in respect of the same asset and the balance is thereafter recognised in profit or loss. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to retained earnings.



(ii) Depreciation and residual value

Freehold land has an unlimited useful life and therefore is not depreciated. Buildings-in-progress are also not depreciated as these assets are not available for use. Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates :

Renovation 10%Buildings 2%Plant, machinery and tools 10%Furniture and fittings 10%Motor vehicles 20%Office equipment and computers 20%Telecommunication equipment 20%

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.

(iii) Impairment

At each balance sheet date, the Group assesses whether there is any indication of impairment. If such indication exists, an analysis is performed to assess whether the carrying value of the assets is fully recoverable. A write down is made if the carrying value exceeds the recoverable amount (see significant policies note 2.2(f) on impairment of non-financial assets).

(iv) Gains or losses on disposal

Gains or losses on disposal are determined by comparing the proceeds with the carrying amount of the related asset and are included in the Income Statement.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in income statement and the unutilised portion of the revaluation surplus on that item is taken directly to retained earnings.

(d) Financial Instruments

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

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

(i) Cash and Cash Equivalents

For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at bank, deposits at call and placement with cash management trusts which have an insignificant risk of changes in value, net off outstanding bank overdrafts.These placements are with cash management trusts and are viewed as an alternative to short term placements with licensed financial institutions.


43


(ii) Trade Receivables

Trade receivables are carried at anticipated realisable value. Bad debts are written off and specific allowances are made for trade receivables considered to be doubtful of collection. The allowances is established when there is objective evidence that the Group and the Company will not be able to collect all amounts due according to the original terms of receivables.

(iii) Trade 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.

(iv) Interest Bearing Loans and Borrowings

All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.

(v) Equity Instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

(vi) Irredeemable Convertible Unsecured Loan Stocks (“ICULS”)

The ICULS are regarded as compound instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible borrowings. The difference between the proceeds of issue of the ICULS and the fair value assigned to the liability component, representing the conversion option is included in equity. The liability component is subsequently stated at amortised cost using the effective interest rate method until extinguished on conversion or redemption, whilst the value of the equity component is not adjusted in subsequent periods.

Under the effective interest rate method, the interest expense on the liability component is calculated by applying the prevailing market interest rate for a similar non-convertible borrowings to the instrument at the date of issue. The difference between this amount and the interest paid is added to the carrying amount of the ICULS.

(vii) Warrants

Warrants issued in conjunction with the Rights Issue in financial year ended 31 December 2007 are not recognised on the date of issue.

The issue of ordinary shares upon exercise of the warrant are treated as new subscription of ordinary shares for the consideration equivalent to the exercise price of the warrants.

(e) Construction Contracts

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

Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.



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

(f) Impairment of Non-Financial Assets

Assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually, and as and when events or circumstances occur indicating that an impairment may exist. Property, plant and equipment and other non-current assets, including intangible assets with definite useful life, are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value-in-use. For the purpose of assessing impairment, assets are grouped at the lowest level for which there is separately identifiable cash flows (cash-generating units). Assets other than goodwill that suffered an impairment are reviewed for possible reversal at each reporting date.

The impairment loss is charged to Income Statement unless it reverses a previous revaluation in which case it is charged to the revaluation surplus. Impairment losses on goodwill are not reversed. In respect of other assets, any subsequent increase in recoverable amount is recognised in the Income Statement unless it reverses an impairment loss on revalued assets in which case it is taken to revaluation surplus.

(g) Inventories

Inventories are stated at lower of cost and net realisable value.

Cost is determined using the first in, first out method. The cost of raw materials comprises costs of purchase. The costs of finished goods and work-in-progress comprise costs of raw materials, direct labour, other direct costs and appropriate proportions of manufacturing overheads based on normal operating capacity.

Net realisable value represents the estimated selling price in the ordinary course of business, less all estimated costs of completion and applicable variable selling expenses. In arriving at the net realisable value, due allowances is made for all obsolete and slow moving items.

(h) Land Held for Property Development and Property Development Costs

(i) Land Held for Property Development

Land held for property development consists of land where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle. Such land is classified within non-current assets and is stated at cost less any accumulated impairment losses.

Land held for property development is reclassified as development properties at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle.

(ii) Property Development Costs

Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the income statement by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs.


45


Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred.

Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately.

Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost and net realisable value.

The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in the income statement is classified as progress billings within trade payables.

(i) Leases

(i) Classification

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. Leases of land and buildings are classified as operating or finance lease in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purposes of lease classification. All leases that do not transfer substantially all the risks and rewards are classified as operating leases.

(ii) Finance leases - the Company as lessee

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings.

In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amount of such assets.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised in the income statement over the term of the relevant lease so as produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is in accordance with that for depreciable property, plant and equipment as described in Note 2.2(c).

(iii) Operating leases - the Company as lessee

Operating lease payments are recognised as an expense on a straight -line basis over the term of the relevant lease. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight -line basis.

In the case of a lease of land and buildings, the minimum lease payments or the up-front payment made are allocated, whenever necessary, between the land and the buildings elements in proportion to the relative fair values for leasehold interests in the land element and buildings element of the lease at the inception of the lease. The up-front payment represents prepaid lease payments and are amortised on a straight-line basis over the lease term.



(j) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

(k) Investment Properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value. Fair value is arrived at by reference to market evidence of transaction prices for similar properties and is performed by registered independent valuers having an appropriate recognised professional qualification and recent experience in the location and category of the properties being valued.

Gains or losses arising from changes in the fair values of investment properties are recognised in profit or loss in the year in which they arise.

Investment properties are derecognised when either they have been disposed off or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year in which they arise.

(l) Income Tax

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the balance sheet date.

Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

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 at the balance sheet date. Deferred tax is recognised as income or an expense and included in the profit or loss for the period, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or the amount of any excess of the acquirer’s interest is the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the combination.

(m) Employee Benefits

(i) Short Term Benefits

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


47


(ii) Defined Contribution Plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities or funds and will have no legal or constructive obligation to pay further contributions if any of the funds do not hold sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years. Such contributions are recognised as an expense in the profit or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”).

(n) Foreign Currencies

(i) Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency.

(ii) Foreign currency transactions

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded in the functional currencies using the exchange rates prevailing at the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.

Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included in profit or loss for the period except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operation. These are initially taken directly to the foreign currency translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in profit or loss. Exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations are recognised in profit or loss in the Company’s separate financial statements or the individual financial statements of the foreign operation, as appropriate.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.

(iii) Foreign operations

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

- Assets and liabilities for each balance sheet presented are translated at the closing rate prevailing at the balance sheet date;

- Income and expenses for each income statement are translated at average exchange rates for the year, which approximates the exchange rates at the dates of the transactions; and

- All resulting exchange differences are taken to the foreign currency translation reserve within equity.



The principal exchange rates used for every unit of foreign currency ruling at the balance sheet date are as follows :-

2008 2007

RM RM

United States Dollar 3.46 3.31

Euro 4.88 4.88

Brunei Dollar 2.41 2.31

(o) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Sale of Properties

Revenue from sale of properties is accounted for by the stage of completion method.

(ii) Construction Contracts

Revenue from construction contracts is accounted for by the stage of completion method.

(iii) Sale of Goods

Revenue is recognised net off sales taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(iv) Rental Income

Rental income is recognised on an accrual basis.

(v) Interest income

Interest income is recognised on an accrual basis using the effective interest method.

(vi) Dividend income

Dividend income is recognised when the Group’s right to receive payment is established.

(vii) Management Fees

Management fees are recognised when services are rendered.

(p) Share Based Payments

The Group and the Company recognised an increase in share capital and share premium when the options were exercised.


49


(q) Investments

(i) Subsidiaries and associates

The investments in subsidiaries and associates are shown at cost. Where an indication of impairment exists, the carrying value of the investment is assessed and written down immediately to its recoverable amount. (see significant accounting policy note 2.2. (f) on impairment of non-financial assets).

On disposal of an investment, the difference between net disposal proceeds and the carrying amount is charged or credited to the Income Statement.

(ii) Other non-current investments

Other non-current investments are shown at cost and an allowances for diminution in value other than temporary is made for each non current investment individually where, in the opinion of the Directors, there is a decline other than temporary in the value of the investments, and recognised as an expense in the financial year in which the decline is identified.

(iii) Marketable securities

Marketable securities are carried at the lower of cost and market value, determined on an aggregate portfolio basis by category of investment. Cost is derived at the weighted average basis. Market value is calculated by reference to stock exchange quoted selling prices at the close of business on the balance sheet date. Increase/decrease in the carrying amount of marketable securities is credited or charged to the Income Statement.

On disposal of an investment, the difference between net disposal proceeds and the carrying amount is credited or charged to the Income Statement.

(r) Share capital

(a) Classification

Ordinary share with discretionary dividend are classified as equity. Other shares are classified as equity and/or liability according to the economic substance of the particular instrument.

Distribution to holders of a financial instrument classified as an equity instrument is charged directly to equity.

(b) Share issue costs

Incremental external costs directly attributable to the issuance of new shares or options are shown in equity as a deduction, net off tax from the proceeds.

(c) Dividend to shareholders of the Company

Dividends are recognised as an equity in the period in which they are declared.

(s) Impairment of Assets

At each balance sheet date, the Company reviews the carrying amounts of its assets (other than inventories, deferred tax assets, assets arising from employee benefits and financial assets which are reviewed pursuant to the relevant accounting policies) to determine whether there are any indications that those assets have suffered an impairment loss. If any such indication exists, impairment is measured by comparing the carrying values of the assets with their recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is measured by reference to discounted future cash flows. Recoverable amounts are estimated for individual assets or, if it is possible, for the cash-generating unit to which the asset belongs.

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



Reversal of impairment losses recognised in prior years is recorded when there is an indication that the impairment losses recognised for the asset no longer exist or have decreased. The reversal is recognised to the extent of the carrying amount of the asset that would have been determined (net off amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the income statement immediately, unless the asset is stated at revaluation, in which case it is taken to revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the income statement, a reversal of that impairment loss is recognised in the income statement.

2.3 Changes in Accounting Policies and Effects Arising from Adoption of New and Revised FRSs

On 1 January 2008, the Group adopted the following FRSs mandatory for financial periods beginning on or after 1 January 2008:

(a) Standards, amendments to published standards and interpretation to existing standards that are not yet effective and have not been early adopted :-

The new standards and IC Interpretation that is applicable to the Group, but which the Group has not early adopted :

(i) FRS 8 Operating segments (effective for annual period beginning on or after 1 July 2009). FRS 8 replaces FRS 114 Segment Reporting. The new standard requires a ‘management approach’ under which segment information is presented on the same basis as that used for internal reporting purposes.

(ii) The following standards will be effective for annual period beginning on or after 1 January 2010. The Group will apply these standards from financial periods beginning on 1 January 2010. The Group applied the transitional provision in the respective standards which exempt entities from disclosing the possible impact arising from the initial application of the standards on the financial statements of the Group.

- FRS 139 Financial Instruments : Recognition and Measurement - FRS 7 Financial Instruments : Disclosures

(ii) FRS 139 “Financial Instruments : Recognition and Measurement” is a new standards which establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. Hedge accounting is permitted only under strict circumstances.

(iii) IC interpretation 9 Reassessment of Embedded Derivatives (effective for annual period beginning on or after 1 January 2010). IC Interpretation 9 requires an entity to assess whether an embedded derivative is required to be separated from the host contract and accounted for as a derivative when the entity first becomes a party to the contract. Subsequent reassessment is prohibited unless there is a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract, in which case reassessment is required. The Group will apply this standards from financial periods beginning on 1 January 2010.

(iv) IC interpretation 10 Interim Financial Reporting and Impairment (effective for annual period beginning on or after 1 January 2010). IC Interpretation 10 prohibits the impairment losses recognised in an interim period on goodwill and investments in equity instruments and in financial assets carried at cost to be reversed at a subsequent balance sheet date. The Group will apply this standard from financial periods beginning on 1 January 2010.

With the exception of FRS 139, the above standards, amendments to published standards and interpretations to existing standards are not anticipated to have any significant impact to the financial position of the Group.

(b) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and not relevant for the Group’s operations

FRS 4 Insurance Contracts is mandatory for the Group’s financial periods beginning on 1 January 2010 but not relevant for the Group’s operations.


51


3. REVENUE

Group Company 2008 2007 2008 2007

RM RM RM RM Construction contracts 647,475,045 386,230,874 - -Sales of construction material 79,033,082 28,391,295 - -Development revenue 9,019,786 2,973,858 - -Rental of motor vehicle and machinery 4,970,954 4,350,048 - -Servicing of motor vehicle 163,881 213,118 - -Rendering of services - 61,315 2,805,023 1,811,831 Dividend income from subsidiaries - - 6,520,270 50,000,000 Management fees from subsidiaries - - 1,020,000 1,020,000

740,662,748 422,220,508 10,345,293 52,831,831

4. COST OF SALES

Group Company 2008 2007 2008 2007

RM RM RM RM Construction contract costs 580,866,780 334,084,151 - -Sales of construction materials 68,242,800 24,550,968 - -Property development costs 13,910,543 6,944,739 - -Cost of services rendered 71,300 30,383 2,654,448 1,650,128

663,091,423 365,610,241 2,654,448 1,650,128

Included in the property development costs is interest on bridging loan amounting RM413,456 (2007: RM105,916).

5. OTHER INCOME

Group Company 2008 2007 2008 2007

RM RM RM RM Gain on disposal of a subsidiary 185,884 - - -Interest from subsidiary company - - 3,268,932 3,251,068 Gain on disposal of property, plant and equipment 735,759 401,151 - -Interest income 4,655,429 3,055,713 - -Rental income 331,940 140,100 - -Dividend income on equityinvestment, quoted in Malaysia 593 329 - -Miscellaneous 2,130,438 2,081,308 940 3,230

8,040,043 5,678,601 3,269,872 3,254,298



6. FINANCE COSTS

Included in finance costs are :Group Company

2008 2007 2008 2007 RM RM RM RM

Interest on irredeemable unsecured loan stocks (ICULS) 422,021 267,759 422,021 267,759 Bank overdraft interest 56,308 361,569 - - Term loan interest 480,000 440,000 - - Hire purchase interest 154,360 116,021 - - Bankers acceptance interest 9,012 48,008 - - Loan interest - others 2,579 1,946 - - Interest on unsecured term loan 3,268,932 3,251,068 3,268,932 3,251,068

7. PROFIT BEFORE TAXATION

The following amounts have been included in arriving at profit before tax :

Group Company 2008 2007 2008 2007

RM RM RM RM Loss on disposal of quoted shares - 69,553 - - Amortisation charges 200,000 200,000 200,000 200,000 Directors' remuneration 2,035,884 1,194,092 - - Auditors' remuneration - statutory audit 123,300 96,300 12,000 12,000 - other services 19,350 18,675 19,350 18,675 Depreciation of property, plant and equipment 5,393,506 4,890,153 - - Property, plant and equipment written off 5,233 - - - Rental of premises 1,083,929 788,159 - - Doubtful advances written off 309,012 124,501 309,012 - Rental of vehicle, heavy machinery and equipment 934,670 1,430,420 - - Amortisation of prepaid land lease payments 5,891 5,891 - - Rental of land - 6,000 - - Unrealised loss on foreign exchange 311,823 - - - Employees benefits expense 24,016,674 13,018,525 4,136,360 2,614,028 Non - executive directors' remuneration 105,000 84,000 105,000 84,000 Loss on termination of project 42,336 - - -


53


8. EMPLOYEE BENEFITS EXPENSES

Group Company 2008 2007 2008 2007

RM RM RM RM Wages and salaries 22,012,193 11,819,272 3,737,164 2,355,387 Social security contributions 180,162 122,860 22,564 21,576 Contributions to defined contribution plan 1,824,319 1,076,393 376,632 237,065

24,016,674 13,018,525 4,136,360 2,614,028

Included in employee benefits expense of the Group and of the Company are executive directors’ remuneration amounting to RM2,035,884 (2007: RM1,194,092) and RM NIL (2007: RM NIL) respectively as further disclosed in Note 9.

9. DIRECTORS’ REMUNERATION

Group Company 2008 2007 2008 2007

Executive directors' remuneration RM RM RM RM

(Note 8):Salary 1,185,600 1,065,600 - - Other emoluments 850,284 128,492 - -

2,035,884 1,194,092 - -

Non-executive directors'remuneration (Note 7):Fees 105,000 84,000 105,000 84,000 Other emoluments - Bonus - - - -

105,000 84,000 105,000 84,000

The number of directors of the Company whose total salary during the year fell within the following bands is analysed below :

Number of Directors 2008 2007

Executive directors:RM800,000 - RM850,000 1 1 RM350,000 - RM400,000 1 1 Non-Executive directors:RM20,000 - RM30,000 2 2 RM31,000 - RM45,000 1 1



10. INCOME TAX EXPENSE

Group Company 2008

RM 2007

RM 2008

RM 2007

RM Continuing operationsCurrent income tax (16,940,002) (12,460,424) (1,648,875) (13,509,420)

Transferred (from)/to deferred taxation (Note 31) 1,200,583 730,225 (23,904) (150,437)Over/(under) provision in prior years: Malaysian income tax 16,663 39,065 (3,525) 1,388 Total income tax expense (15,722,756) (11,691,134) (1,676,304) (13,658,469)

Current income tax is calculated at the statutory tax rate of 26% (2007: 27%) of the estimated assessable profit for the year. The statutory tax rate will be reduced to 25% from the current year’s rate of 26% in year of assessment 2009 and remaining as 25% in subsequent years. The computation of deferred tax as at 31 December 2008 has reflected these changes.

Subject to the agreement of the Inland Revenue Board, the Company has unabsorbed losses of approximately RM78,758 (2007: RM78,758) as at 31 December 2008 for offsetting against future taxable income.

A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows:

2008 2007 RM RM

Group

Profit before taxation 61,360,397 41,738,621

Taxation at Malaysian statutory tax rate of 20% and 26% (2007: 20% and 27%) (15,948,355) (13,786,605)Overprovision in prior years 16,663 39,065 Effect of changes in tax rates (11,839) 35,000 Income not subject to tax 155,088 4,276,123 Expenses not deductible for tax purposes (2,734,284) (2,292,559)Group relief claim 2,174,690 334,868 Underprovision of deferred tax in prior years - (12,496)Deferred tax asset not recognised in respect of current year's tax losses (1,100) (284,530)Utilisation of previously unabsorbed capital allowance and unrecognised tax losses 626,381 -Income tax expense for the year (15,722,756) (11,691,134)


55


2008 2007 RM RM

CompanyProfit before taxation 4,804,622 49,486,202

Taxation at Malaysian statutory tax rate of 26% (2007: 27%) (1,249,202) (13,361,274)Group relief claim (152,879) -(Under)/Over provision in prior years (3,525) 1,388 Expenses not deductible for tax purposes (270,698) (298,583)Income tax expense for the year (1,676,304) (13,658,469)

11. EARNINGS PER SHARE

(a) Basic

Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year.

2008 2007 RM RM

Profit attributable to ordinary equity holdersof the Company 45,637,641 30,047,487

Weighted average number of ordinary shares in issue 183,785,454 171,399,379

2008 2007 sen sen

Basic earning per share for:Profit for the year 24.83 17.53

The comparative basic earnings per share has been restated to take into account the effect of the diluted shares during the financial year.

(b) Diluted

For the purposes of calculating diluted earnings per share, the profit for the year attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares, i.e. Irredeemable Convertible Unsecured Loan Stocks (“ICULS”), Warrants, Bonus Issue and share options granted to employees and directors.

2008 2007 RM RM

Profit from continuing operations attributable to ordinary equity holders of the Company 45,637,641 30,047,487 After-tax effect of interest on ICULS 312,296 195,464 Profit attributable to ordinary equity holders of the Company 45,949,937 30,242,951



2008 2007 RM RM

Weighted average number of ordinary shares in issue 183,785,454 171,399,379 Effects of dilution : ICULS 1,436,600 16,765,997 Share options - 2,782,439 Warrants - -

Adjusted weighted average number of ordinary shares in issue and issuable 185,222,054 190,947,815

2008 2007 sen sen

Diluted earnings per share for :Profit for the year 24.81 15.84

12. INVESTMENT PROPERTIES

Group 2008 2007

RM RM

At 1 January 6,186,500 - Additions - 1,317,425 Transfer from property, plant and equipment - 4,869,075 At 31 December 6,186,500 6,186,500

13. PREPAID LAND LEASE PAYMENT

Group 2008 2007

RM RM

At 1 January 511,783 517,674 Amortisation for the year (5,891) (5,891) At 31 December 505,892 511,783

Analysed as : Long term leasehold land 505,892 511,783

The leasehold land was revalued in 2000 by an independent professional valuer using the open market valuation basis.

The leasehold land is amortised over the maximum period of 99 years.

Had the land been carried at their historical costs less accumulated depreciation, the carrying amounts of the revalued asset that would have been included in the financial statements at the end of the year is as follows :-

Group 2008 2007

RM RM

Leasehold land 487,279 498,767


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tion

from

as

sets

hel

d fo

r sa

le

--

--

-3,

841,

121

1,19

7,69

6 -

--

--

5,03

8,81

7

Dis

pos

als/

Writ

ten

off /

Tr

ansf

er

(4,6

40,0

00)

--

-(4

,869

,075

)(2

,753

,599

)(1

,385

,316

)(7

62,1

53)

(265

,521

)(8

45,0

15)

(68,

534)

(1,2

50)(

15,5

90,4

63)

At

31 D

ecem

ber

200

7 11

4,74

0 -

965,

000

1,26

4,80

0 1,

025,

002

36,8

20,0

14 1

3,25

2,99

8 1,

941,

445

347,

898

571,

165

90,4

72

13,8

77

56,4

07,4

11

Acc

umul

ated

D

epre

ciat

ion

At

1 Ja

nuar

y 20

07

as

pre

viou

sly

stat

ed

-52

,326

12

7,40

0 21

9,46

8 -

24,4

15,7

72

8,82

1,86

3 2,

062,

121

529,

383

1,17

2,77

6 15

7,67

4 15

,059

37

,573

,842

Tran

sfer

to

pre

pai

d

la

nd le

ase

pay

men

t -

(52,

326)

--

--

--

--

--

(52,

326)

As

rest

ated

-

-12

7,40

0 21

9,46

8 -

24,4

15,7

72

8,82

1,86

3 2,

062,

121

529,

383

1,17

2,77

6 15

7,67

4 15

,059

37

,521

,516

Dep

reci

atio

n ch

arge

fo

r th

e ye

ar

--

19,3

01

25,2

96

-3,

258,

109

1,32

2,82

3 18

0,19

5 17

,962

65

,685

71

9 63

4,

890,

153

Rec

lass

ifica

tion

from

as

sets

hel

d fo

r sa

le

--

--

-2,

034,

014

1,00

8,97

4 -

--

--

3,04

2,98

8

Dis

pos

als/

Writ

ten

off /

Tr

ansf

er

--

--

-(2

,629

,401

)(1

,376

,851

)(7

53,0

05)

(262

,384

)(8

45,0

15)

(68,

534)

(1,2

50)

(5,9

36,4

40)

At

31 D

ecem

ber

200

7 -

-14

6,70

1 24

4,76

4 -

27,0

78,4

94

9,77

6,80

9 1,

489,

311

284,

961

393,

446

89,8

59

13,8

72

39,5

18,2

17

Net

Boo

k Va

lue

At

31 D

ecem

ber

200

7 11

4,74

0 -

818,

299

1,02

0,03

6 1,

025,

002

9,74

1,52

0 3,

476,

189

452,

134

62,9

37

177,

719

613

5 16

,889

,194


59


At 31 December 2008 - Company

Capital work in

Cost/Valuation progress Total RM RM

At 1 January 2008 900,000 900,000 Additions - - Reclassified to other receivables (900,000) (900,000) Disposals - - At 31 December 2008 - -

Accumulated Depreciation

At 1 January 2008 Depreciation charge for the year - - Disposals - - At 31 December 2008 - -

Net Book Value

At 31 December 2008 - -

At 31 December 2007 - Company

Capitalwork in

Cost/Valuation progress TotalRM RM

At 1 January 2007 - - Additions 900,000 900,000 Disposals - - At 31 December 2007 900,000 900,000

Accumulated Depreciation

At 1 January 2007 Depreciation charge for the year - - Disposals - - At 31 December 2007 - -

Net Book Value

At 31 December 2007 900,000 900,000



(a) Revaluation

Certain freehold land and building and leasehold buildings of a subsidiary company were revalued by an independent professional valuer using the open market valuation basis. However in 2001, a proportion of this revaluation was deemed to be in excess of market values and was consequently subject to a downward revaluation during that year. The properties acquired subsequent to the said revaluation are however stated at cost, as the directors are of the opinion that the purchase consideration for the properties approximate their market values. Had the land and building affected been carried at their historical costs less accumulated depreciation, the carrying amounts of the revalued assets that would have been included in the financial statements at the end of the year are as follows :-

2008 2007 RM RM

Freehold land 330,460 330,460 Freehold buildings 1,248,000 1,279,200 Leasehold buildings 540,694 555,293

2,119,154 2,164,953

(b) Security

Certain land and buildings of a subsidiary company with a net carrying value of RM1,666,581 (2007:RM1,705,277) have been charged to financial institutions as security for various credit facilities granted to the subsidiary company.

(c) Assets acquired under hire purchase arrangements

The net book value of property, plant and equipment of the Group acquired under hire purchase arrangements are as follows :-

2008 2007 RM RM

Plant and machinery 331,933 - Motor vehicle 5,211,962 3,499,426

5,543,895 3,499,426


61


15. PROPERTIES HELD FOR DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS

(a) Land Held for Property Development

Freehold Freehold land land and Building Total RM RM RM

Group

At 31 December 2008

Cost

At 1 January 2008 19,706,266 251,658 19,957,924 Additions - - -Transfer to property development costs - - -At 31 December 2008 19,706,266 251,658 19,957,924

At 31 December 2007

Cost

At 1 January 2007 11,720,000 251,658 11,971,658 Additions 7,986,266 - 7,986,266 Transfer to property development costs - - -At 31 December 2007 19,706,266 251,658 19,957,924

Certain land held for development amounting to RM7,986,266 (2007: RM7,986,266) is charged as security for the term loan granted by a financial institution as disclosed in Note 30 to the financial statements.

(b) Property Development Costs

Group 2008 2007

RM RM Brought forward - Land 5,579,929 5,464,895 - Development costs 93,417,797 88,372,734

98,997,726 93,837,629 Incurred during the year - Transfer to property, plant and equipment (6,035,992) -- Land 363,071 115,034 - Development costs 19,404,554 4,750,848

112,729,359 98,703,511 Recognised in income statement

Brought forward (75,025,436) (66,711,833)Current year (22,915,505) (8,313,603)

(97,940,941) (75,025,436)Total 14,788,418 23,678,075



16. INTANGIBLE ASSETS

Expenditure Carried Forward

Group/Company 2008 2007

RM RM

Expenditure carried forward 83,333 283,333

Expenditure carried forward represents the upfront fee on the issuance of subordinated bond which is amortised over five years.

17. INVESTMENT IN SUBSIDIARIES

Group Company 2008 2007 2008 2007

RM RM RM RM

Unquoted shares, at cost - - 61,747,808 61,756,038

(a) The details of the subsidiary companies are as follows :-

Country of Incorporation

EffectiveInterest (%)

Principal Activities

2008 2007 Held by the Company :

Trans Resources Corporation Sdn. Bhd. Malaysia 100 100 Construction TRC Land Sdn. Bhd. Malaysia 100 100 Property development TRC Energy Sdn. Bhd. Malaysia 100 100 Oil and gas TRC Infra Sdn. Bhd. Malaysia 90 90 Dormant TRC Construction India Pte Ltd India - 100 Dormant * TRC International Pte Ltd Malaysia 100 100 Investment holding

Held through subsidiaries :

TRC Development Sdn. Bhd. Malaysia 100 100 Property development.TRC Concrete Industries Sdn. Bhd. Malaysia 100 100 Manufacture of ready

mixed concrete.** TRC Construction (Sarawak) Malaysia 100 100 Construction.

Sdn. Bhd.

* The financial statements of TRC International Pte Ltd have not been consolidated with the financial statements of the Group as the Directors are of the opinion that there will be of no real value in view of the insignificant effect on the financial statements of the Group.

** Audited by another firm of auditors.


63


The Company disposed of its 100% equity interest in TRC Construction India Pte Ltd. on 11 September 2008 for a total consideration of RM1.

The disposal had the following effects on the financial position of the Group and of the Company as at the end of the year :

2008 2007 RM RM

Cash in hand 7,750 - Amount due to holding company (176,063) - Other payables (1,567) -

Net liabilities on disposal (169,880) -

Foreign exchange reserve (16,003) - (185,883) -

Net disposal proceeds (1) - Gain on disposal to the Group (185,884) -

2008 2007 RM RM

Disposal proceed settled by : Cash 1 -

Cash inflow arising on disposal : Cash consideration 1 - Cash and cash equivalents of the subsidiary disposed of (7,750) - Amount due to holding company 176,063 - Net cash inflow to the Group 168,314 -

The disposal of the subsidiary had the following effects on the financial results of the Company :

2008 2007 RM RM

Total net disposal proceeds 1 - Less : Cost of investment in subsidiary (8,230) - Loss on disposal of subsidiary (8,229) -



18. INVESTMENT IN ASSOCIATE

Group Company

2008 2007 2008 2007

RM RM RM RM

Unquoted shares, at cost 6,900,000 6,900,000 - -

Share of post- acquisition reserves :

Share of loss of associate (371,102) (3,059) - -

Share of exchange reserve (7,633) 153 - -

6,521,265 6,897,094 - -

Details of the associate company are as follows :-

Country of Principal Equity

Name of Company Incorporation Activity Interest

2008 2007

PetroBru (B) Sdn. Bhd. Brunei Dormant 26% 26%

The financial year end of PetroBru (B) Sdn. Bhd. is on 30 September. For the purpose of applying the equity method of accounting, the financial statements of PetroBru (B) Sdn. Bhd. for the financial year ended 30 September 2008 have been used and appropriate adjustments have been made for the effects of significant transaction between 30 September 2008 to 31 December 2008.

The summarised financial information of the associates is as follows :

2008 2007 RM RM

Assets and liabilities

Current assets 119,113 137,181 Non-current assets - - Total assets 119,113 137,181

Current liabilities 1,526,093 98,671 Non-current liabilities - - Total liabilities 1,526,093 98,671

Results

Revenue - - Loss for the year (1,415,546) (19,777)


65


19. OTHER INVESTMENTS

Group Company 2008 2007 2008 2007

RM RM RM RM At cost :

Unit trust in Malaysia 20,505,927 2,190,841 - - Quoted shares in Malaysia 5,775 5,775 - - Corporate membership 144,000 144,000 - - Subordinated bonds - KERISMA 0.00% 10.6.2009 4,000,000 4,000,000 4,000,000 4,000,000

24,655,702 6,340,616 4,000,000 4,000,000

Market value :

Unit trust 20,625,627 2,190,841 - - Quoted shares 7,742 10,388 - -

20,633,369 2,201,229 - -

20. INVENTORIES

Group 2008 2007

RM RM Cost

Construction materials 427,738 514,050 Raw materials 509,299 509,074

937,037 1,023,124



21. TRADE AND OTHER RECEIVABLES

Group Company 2008 2007 2008 2007

RM RM RM RM Current

Trade receivablesThird parties 105,699,729 48,052,900 - - Related parties 289,435 289,880 - - Accrued billings in respect ofproperty development costs 137,518 627,818 - - Construction contracts:Due from customers (Note 22) 6,752,414 47,163,422 - - Retention sums (Note 22) 9,460,246 4,863,560 - -

122,339,342 100,997,580 - -

Other receivables

Deposits 6,546,778 2,867,881 2,300 2,300 Prepayments 174,661 167,688 17,500 33,750 Tax recoverable 14,400 23,702 - - Other receivables 6,695,231 5,289,686 7,719 6,919 Other receivables, net 13,431,070 8,348,957 27,519 42,969

Total 135,770,412 109,346,537 27,519 42,969

Non-current

Other receivablesAmount due from related parties:Subsidiaries - - 175,077,537 177,890,557

(a) Credit risk

The Group’s primary exposure to credit risk arises through its trade receivables. The Group’s trading terms with its customers are mainly on credit. The credit period is generally for a period of one month, extending up to three months for major customers. Each customer has a maximum credit limit. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by senior management. In view of the aforementioned and the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. Trade receivables are non-interest bearing.

(b) Amounts due from subsidiaries (non - current)

Amount due from subsidiaries are unsecured, non-interest bearing and are repayable on demand except for the amount due from the subsidiary, Trans Resources Corporation Sdn. Bhd. which is subject to interest of 8.15% (2007: 8.15%) per annum.


67


22. DUE FROM/(TO) CUSTOMERS ON CONTRACTS

Group2008 2007

RM RM

Construction costs incurred todate 2,250,114,494 1,686,722,570 Attributable profits 130,879,820 43,904,559

2,380,994,314 1,730,627,129

Less: Provision for foreseeable losses - -2,380,994,314 1,730,627,129

Less : Progress billings (2,375,595,136) (1,684,185,691)5,399,178 46,441,438

Due from customers on contract (Note 21) 6,752,414 47,163,422 Due to customers on contract (Note 32) (1,353,236) (721,984)

5,399,178 46,441,438

Advances received on contracts, included within trade payables (Note 32) 625,599 17,791,578

Retention sums on contract, included within trade receivables (Note 21) 9,460,246 4,863,560

23. HIRE PURCHASE PAYABLES

Group Company

2008 2007 2008 2007

RM RM RM RM

Not later than 1 year (Note 30) 2,061,530 1,328,193 - -

Later than 1 year and not

later than 5 years (Note 30) 1,613,740 1,126,671 - -

3,675,270 2,454,864 - -



24. CASH AND CASH EQUIVALENTS

Group Company

2008 2007 2008 2007

RM RM RM RM

Cash on hand and at banks 136,991,463 103,993,827 3,141,980 328,791

Deposits with licensed banks 83,431,976 87,033,700 - -

Cash and bank balances 220,423,439 191,027,527 3,141,980 328,791

Included in cash at banks of the Group are amounts of RM123,127 (2007: RM118,175) held pursuant to Section 7A of the Housing Development (Control and Licensing) Act, 1966 and are restricted from use in other operations.

Deposits with other financial institutions of the Group amounting to RM59,553,652 (2007: RM45,962,884) are pledged as securities for borrowings (Note 30).

For the purpose of the cash flow statements, cash and cash equivalents comprise the following as at the balance sheet date:

Group Company

2008 2007 2008 2007

RM RM RM RM

Cash and bank balances 136,991,463 103,993,827 3,141,980 328,791

Bank overdrafts (13,780,590) (1,152,557) - -

Total cash and cash equivalents 123,210,873 102,841,270 3,141,980 328,791

25. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE

Group

2008 2007

RM RM

Plant and machinery - 1,498,756

Motor vehicle - 59,854

- 1,558,610


69


26. SHARE CAPITAL AND SHARE PREMIUM

Number of ordinary shares

of RM1 each Amount

Total

Share Share share

capital capital capital

(issued and (issued and Share and share

fully paid) fully paid) premium premium

RM RM RM

1 January 2008 139,803,133 139,803,133 6,535,663 146,338,796

Expenditure written off - - (70,966) (70,966)

Ordinary shares issued

during the year :

Pursuant to Warrants 292,400 292,400 - 292,400

Pursuant to ESOS 1,241,500 1,241,500 583,505 1,825,005

Pursuant to ICULS 16,652,200 16,652,200 - 16,652,200

Bonus Issue 31,588,246 31,588,246 (7,048,202) 24,540,044

At 31 December 2008 189,577,479 189,577,479 - 189,577,479

1 January 2007 92,400,000 92,400,000 6,213,201 98,613,201

Expenditure written off - - (1,390,453) (1,390,453)

Ordinary shares issued

during the year :

Pursuant to Rights Shares 30,800,000 30,800,000 - 30,800,000

Pursuant to ESOS 3,644,500 3,644,500 1,712,915 5,357,415

Pursuant to ICULS 12,958,633 12,958,633 - 12,958,633

At 31 December 2007 139,803,133 139,803,133 6,535,663 146,338,796



Number of ordinaryshares of RM1 each

Amount

2008 2007 2008 2007

Authorised share capital RM RM

At 1 January 500,000,000 500,000,000 500,000,000 500,000,000

Created during the year - - - -

At 31 December 500,000,000 500,000,000 500,000,000 500,000,000

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.

Ordinary shares issued pursuant to Bonus Shares

During the financial year, the Company completed the corporate exercise by issuing 31,588,246 new ordinary shares of RM1.00 each on the basis of one (1) new bonus share for every 5 existing ordinary shares of RM1.00 each held in the Company. The new ordinary shares rank pari passu in all respects with the existing ordinary shares.

Warrants 2007/2017

A total of 30,800,000 free warrants were issued by the Company in conjunction with the Rights Issue in 2007. Each warrant is convertible into one new ordinary share of RM1.00 each at the exercise price of RM1.00 per ordinary share.

A total of 292,400 warrants were exercised during the current financial year with a balance of 36,609,120 outstanding warrants as at 31 December 2008 after taking into consideration an additional 6,101,520 new warrants issued consequential to the Bonus Issue.

The warrants are valid for a period of ten years and shall expire on 21 January 2017.

The salient features of the Warrants 2007/2017 are as follows :-

(i) 30,800,000 free Warrants are issued in conjunction with the Rights Issue to the Entitled Shareholders on the basis of 1 free Warrant attached to every 1 Rights Share and RM1.00 nominal value of ICULS subscribed. The warrants are immediately detached upon issuance and traded on Bursa Malaysia Securities Berhad separately. The warrants are traded in board lots of 100 units each carrying the right to subscribe for 100 new TRCS shares;

(ii) each Warrants entitles the registered holders at any time during the exercise period of ten (10) years from the date of first issue of the Warrants to subscribe for one (1) ordinary share of RM1.00 at an exercise price of RM1.00;

(iii) the exercise price and/or the number of the Warrants outstanding may be adjusted in accordance with the provisions set out in the Deed Poll;

(iv) upon expiry of the exercise period, any unexercised rights will lapsed and ceased to be valid for any purposes; and

(v) The new ordinary shares to be allotted and issued upon exercise of the Warrants shall rank pari passu in all respects with the existing ordinary shares of the Company except that they will not be entitled to any dividends, rights, allotments and other distributions the entitlement date of which precedes or falls on the relevant conversion date.


71


27. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS

On 22 January 2007, the Company issued RM30,800,000 nominal value of 5 - year 5% Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) at a nominal value of RM1.00 each.

The principal terms of the ICULS are as follows :-

(i) Conversion rights - The registered holders will have the right at any time during the Conversion Period to convert the ICULS into fully paid new TRCS Shares at the Conversion Price.

(ii) Conversion price and mode - Conversion can be done by surrendering the ICULS with an aggregate nominal value equivalent to the conversion price of RM1.00 per share. There will be no cash element involved.

(iii) Conversion period - The conversion of the ICULS into new ordinary shares of the Company may take place at the option of the holders during the tenure of the ICULS.

(iv) The ICULS shall bear a coupon rate of 5% per annum payable annually in arrears on 31 December, with the first payment due on 31 December 2007.

(v) The ICULS is unsecured and not redeemable for cash. All remaining ICULS at the end of the 5 year tenure shall be automatically and mandatorily converted into new ordinary shares of the Company at the conversion price.

(vi) The new ordinary shares to be allotted and issued upon conversion of the ICULS shall rank pari passu in all respects with the existing ordinary shares of the Company except that they will not be entitled to any dividends, rights, allotments and other distributions the entitlement date of which precedes or falls on the relevant conversion date.

The proceeds received from the issue of the ICULS have been split between the liability component and the equity component, representing the fair value of the conversion option. The ICULS are accounted for in the balance sheets of the Group and of the Company as follows :

The movements of the ICULS during the period are as follows :

Group/Company

Equity Liability

Component Component Total

RM RM RM

Balance at 1 January 2008 15,241,344 3,829,433 19,070,777

Conversion of ICULS into ordinary shares (14,218,644) (3,648,599) (17,867,243)

Balance at 31 December 2008 1,022,700 180,834 1,203,534

Balance at 22 January 2007 26,311,519 6,148,604 32,460,123

Conversion of ICULS into ordinary shares (11,070,175) (2,319,171) (13,389,346)

Balance at 31 December 2007 15,241,344 3,829,433 19,070,777



The liability component is further analysed as follows :-

Group/Company

2008 2007

RM RM

Current (Note 32) :

- not later than one year 56,578 838,299

Non - current

- later than one year but not later than five years 124,256 2,991,134

180,834 3,829,433

The interest charged for the year is calculated by applying an effective interest rate of 8% (2007: 8%) to the liability component for the twelve month period since the loan stocks were issued.

28. OTHER RESERVES

Foreign Currency Translation Group

2008 2007

RM RM

At 1 January 2,127 8,052

Arising during the year :

Group (1,974) (6,078)

Associate (7,786) 153

At 31 December (7,633) 2,127

29. RETAINED EARNINGS

As at 31 December 2008, the Company has tax exempt profits available for distribution of approximately RM5,242,666 (2007: RM5,242,666), subject to the agreement of the Inland Revenue Board.

Effective 1 January 2008, the Company is given the option to make an irrevocable election to move to a single tier system or continue to use its credit under Section 108 of the Income Tax Act, 1967 for purpose of dividend distribution until the tax credit is fully utilised or latest by 31 December 2013. The Company has not opted to move to a single tier system and as a result, the Company can utilise the tax credit balance in the Section 108 of the Income Tax Act, 1967 as at 31 December 2008 to frank the payment of net dividends out of its retained earnings.


73


30. BORROWINGS

Group Company 2008 2007 2008 2007

RM RM RM RM Secured :

Short term borrowings Bankers’ acceptance 9,958,955 21,517,000 - - Bank overdrafts 13,780,590 1,152,557 - - Domestic factoring facilities - (677) - - Hire purchase payables (Note 23) 2,061,530 1,328,193 - - Term loan 40,000,000 - 40,000,000 -

65,801,075 23,997,073 40,000,000 -

Long term borrowings

Hire purchase payables (Note 23) 1,613,740 1,126,671 - - Term loan 6,000,000 46,000,000 - 40,000,000

7,613,740 47,126,671 - 40,000,000

Total borrowings 73,414,815 71,123,744 40,000,000 40,000,000

(a) Bank Overdrafts

The bank overdrafts of the subsidiary companies are subject to interest at rates ranging from 1.0% to 1.5% (2007: 1.0% to 1.5%) per annum above the banks’ base lending rates.

(b) Bankers’ Acceptance

The bankers’ acceptance are subject to commissions at rates of approximately 0.75% to 1.0% (2007: 0.75% to 1.0%) per annum and interest rates of 1.5% (2007: 1.5%) per annum above the banks’ base lending rate.

(c) Other Short Term Trade Facilities

The domestic factoring facility is subject to a flat charge of RM10,000 (2007: RM NIL).

The above facilities are secured by :-

(i) Existing Open All Monies Facilities Agreement;

(ii) Legal Deed of Assignment of Contract Proceeds;

(iii) Letter of Irrevocable Instruction by the subsidiary;

(iv) certain fixed deposits of the subsidiary;

(v) a freehold land and building and a leasehold building belonging to the subsidiary;

(vi) a corporate guarantee by the Company; and

(vii) jointly and personal guarantee by the directors of the subsidiary.



(d) Term Loan

The term loan of the Company bears interest at a rate of 8.15% (2007: 8.15%) per annum and is repayable in one lump sum on the last day of the Tenor of the Facility (i.e. Not exceeding five years commencing from date of the Advance of the Facility which is 3 June 2004).

The term loan of the subsidiary company bears interest at rate ranging from 6.5% to 8% (2007: 6.5% to 8%) per annum and is secured by :-

(i) Master Facility Agreement;

(ii) A first party first legal charge over the subsidiary’s freehold land as disclosed in Note 15 to the financial statements;

(iii) Specific debenture by way of fixed and floating charge over the said land, all units and structure erected thereon and all the rights, interest and benefits in and under the project, and all other assets, goodwill, design and other intellectual properties rights, and all sales proceeds, rental income and other revenue and claims, and other undertaking relating to the project; and

(iv) Corporate guarantee by the Company.

31. DEFERRED TAXATION

Group2008 2007

RM RM Deferred tax liabilities (Note a) 1,256,999 1,842,123 Deferred tax assets (Note b) (1,013,219) (1,150,755)

243,780 691,368

Property,plant and

equipment Total RM RM

Note (a) Deferred Tax Liabilities

Balance as at 1 January 2008 1,842,123 1,842,123 Recognised in income statement (Note 10) (585,124) (585,124)Balance as at 31 December 2008 1,256,999 1,256,999

Balance as at 1 January 2007 2,739,145 2,739,145 Recognised in income statement (Note 10) (897,022) (897,022)Balance as at 31 December 2007 1,842,123 1,842,123


75


Unused Tax ICULS Losses Total

RM RM RM Note (b) Deferred Tax Assets

Balance as at 1 January 2008 (811,215) (339,540) (1,150,755) Transferred from ICULS 752,995 - 752,995 Recognised in income statement (Note 10) 23,904 (639,363) (615,459) Balance as at 31 December 2008 (34,316) (978,903) (1,013,219)

Balance as at 1 January 2007 - (355,900) (355,900) Transferred from ICULS (961,652) - (961,652) Recognised in income statement (Note 10) 150,437 16,360 166,797 Balance as at 31 December 2007 (811,215) (339,540) (1,150,755)

Company Irredeemable Convertible Unsecured Loan

Stocks (ICULS) Total RM RM

Deferred Tax Assets

Balance as at 1 January 2008 (811,215) (811,215)Recognised in income statement (Note 10) 23,904 23,904 Conversion 752,995 752,995 Balance as at 31 December 2008 (34,316) (34,316)

Balance as at 1 January 2007 - - Recognised in income statement (Note 10) 150,437 150,437 Issuance of ICULS, conversion (961,652) (961,652)Balance as at 31 December 2007 (811,215) (811,215)



32. TRADE AND OTHER PAYABLES

Group Company 2008 2007 2008 2007

RM RM RM RM Current

Trade payablesThird parties 95,148,809 45,078,014 - - Construction contracts:Due to customers (Note 22) 1,353,236 721,984 - - Advances received (Note 22) 625,599 17,791,578 - -

97,127,644 63,591,576 - -

Vendor - associate company 5,865,000 6,555,000 - - ICULS - liability component (Note 27) 56,578 838,299 56,578 838,299 Accruals 1,288,822 369,177 329,761 313,788 Other payables 2,180,494 6,935,366 71,047 60,522

9,390,894 14,697,842 457,386 1,212,609

106,518,538 78,289,418 457,386 1,212,609

Trade payables

Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from 30 to 90 days.

33. EMPLOYEE BENEFITS

Employee Share Options Scheme

The Company has established a Share Options Scheme for Employees and Directors (“The Scheme”) pursuant to the By-Laws which was approved by the shareholders at the Extraordinary General Meeting held on 30 April 2004. The Scheme shall remain in force for a duration of five (5) years commencing from 22 June 2004. On 11 August 2008, the Board of Directors has approved the extension of the duration of ESOS for another five years from the expiry of the initial ESOS period (21 June 2009).

The salient features and other terms of the Scheme are as follows :

(i) the maximum number of the Company’s new shares to be made available under the Scheme shall not exceed fifteen percent (15%) of the issued and paid up capital of the Company;

(ii) not more than fifty percent (50%) of the Company’s shares available under the Scheme shall be allocated to Directors and senior management;

(iii) not more than ten percent (10%) of the Company’s shares available under the Scheme shall be allocated to individual Director or eligible employees, who either singly or collectively through person connected to them holds twenty percent (20%) or more of the issued and paid-up capital of the Company.


77


(iv) The eligible participants shall include eligible employees and Directors who as at the offer date have satisfied the following criteria :-

(a) is a confirmed employee or appointed director within the Group;

(b) has attained at least age of eighteen (18);

(c) is employed full time and on the payroll of the Group;

(d) is under such category and of such criteria that the option committee may from time to time decide.

(v) The option price for each share shall be based on the weighted average market price (WAMP) of the Company’s share traded on Bursa Malaysia Securities Berhad for the five (5) trading days preceding the date of offer with a discount if any, that does not exceed ten percent (10%) from the five (5) day of the Company’s share price.

(vi) Upon exercise of the options, the new ordinary shares of the Company to be issued pursuant to the Scheme will, upon allotment and issue, rank pari passu in all respects with the existing ordinary shares of the Company; and

(vii) The persons to whom the options have been granted have no right to participate by virtue of the option in any share issue of any other company.

Set out below are details of options over the ordinary shares of the Company granted under the Scheme:

During the year

Date of Offer Exercise period

Exerciseprice per ordinary

shareBalance at 1 January

Granted/ Accepted Exercised

Balance at 31 December

(RM)

22.6.2004 22.6.2004 - 21.6.2009 1.70 - 13,740,000 - 13,740,000

22.6.2004 01.1.2005 - 21.6.2009 1.70 13,740,000 - - 13,740,000

22.6.2004 01.1.2006 - 21.6.2009 1.47 13,740,000 - - 13,740,000

22.6.2004 01.1.2007 - 21.6.2009 1.47 13,740,000 2,199,000 (3,644,500) 12,294,500

22.6.2004 01.1.2008 - 21.6.2014 1.23 12,294,500 - (1,241,500) 11,053,000

Consequent to the Bonus Issue exercise, the exercise price of the Company’s Employees and Directors’ Share Option Scheme has been adjusted from RM1.47/share to RM1.23/share.

Options exercisable in a particular year but not exercised can be carried forward to the subsequent years provided they are exercised prior to the expiry date of the Scheme on 21 June 2014.

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the list of option holders, including directors, holding share options of less than 850,000 shares.

The eligible employees who have been granted share options of 850,000 or more are as follows:-

No. Name of Options Holders Number of Share Options 1. Dato' Sri Sufri Bin Hj Mohd Zin 900,000 2. Dato' Abdul Aziz Bin Mohamad 850,000 3. Khoo Teng San 850,000 4. Loh Leh Wong 850,000 5. Yeoh Sook Keng 850,000 6. Abdul Aziz Bin Mohamed 857,000



34. CAPITAL COMMITMENTS

Group Company 2008 2007 2008 2007

RM RM RM RM

Capital expenditureApproved and contracted for :

Property, plant and equipment - 11,761,200 - -

35. CONTINGENT LIABILITIES

Group Company

2008 2007 2008 2007

RM RM RM RM

Secured

Bank guarantees

Performance bond 103,724,196 35,089,939 55,024,196 34,840,440

Advance bond 20,000,000 20,000,000 20,000,000 20,000,000

Tender bond 60,000 68,000 60,000 68,000

Supplier / Maintenance / Security 357,150 781,000 357,150 761,500

124,141,346 55,938,939 75,441,346 55,669,940

The bank guarantees are secured by fixed deposits of a subsidiary company and a corporate guarantee by the Company.

Unsecured:

Corporate guarantees given to

banks for credit facilities granted

to subsidiaries - - 145,727,128 54,971,477

As of 31 December 2008, the Group had available RM71,470,243 (2007: RM81,103,263) of undrawn committed borrowing facilities in respect of which all conditions precedent had been met. The comparatives have been restated due to conformations received from third parties.


79


36. DIVIDENDS

Dividends in respect of Year

Dividends Recognised in Year

2008 2007 2008 2007 RM RM RM RM

Recognised during the year:

Final dividend for 2007: 5 sen per share less 26% taxationon 157,358,033ordinary shares (3.70 sen net per ordinary share) - 5,822,247 5,822,247 2,290,496

At the forthcoming Annual General Meeting, a provisional dividend in respect of the financial year ended 31 December 2008, of 6 sen per share less 25% taxation on 189,577,479 ordinary shares amounting to a dividend payable of RM8,530,986 (4.5 sen net per ordinary share) will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2009.

37. SIGNIFICANT RELATED PARTY TRANSACTIONS

2008 2007

RM RM

Company

Interest from a subsidiary company 3,268,932 3,251,068

Dividend income from subsidiary companies 6,520,270 50,000,000

Management fee from a subsidiary company 1,020,000 1,020,000

Supply of labour to subsidiary companies 2,805,023 1,750,517

The directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.

38. FINANCIAL INSTRUMENTS

(a) Financial Risk Management Objectives and Policies

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its interest rate risks (both fair value and cash flow), liquidity risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. It is, and has been throughout the year under review, the Group’s policy that no trading in derivative financial instruments shall be undertaken.



(b) Interest Rate Risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing financial assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest-bearing financial assets are mainly short term in nature and have been mostly placed in fixed deposits.

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings.

(c) Liquidity Risk

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

(d) Credit Risk

The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant.

The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents, marketable securities and non-current investments, arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these financial assets.

The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any financial assets.

(e) Fair Values

The carrying amounts of financial assets and liabilities of the Group and of the Company at the balance sheet date approximated their fair values.

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

It is not practicable to estimate the fair value of the Group’ non-current unquoted shares because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs.


81


39. SEGMENTAL INFORMATION

Revenue Profit Before

Taxation

Total Assets

Employed 2008 2007 2008 2007 2008 2007

RM RM RM RM RM RM

Investment holding 7,540,270 51,020,000 3,501,897 47,789,107 3,803,768 5,079,703 Construction activity 665,093,572 398,580,708 70,262,306 48,919,770 347,335,577 288,746,997 Property development 7,608,586 6,110,649 (6,348,948) (1,759,593) 49,711,398 56,761,161 Hiring of motor vehicle and machinery 5,197,620 4,488,801 557,498 864,997 2,739,608 3,344,173 Manufacturing and retailing in ready mixed concrete 4,871,478 3,936,539 232,185 1,822 1,574,434 1,339,203 Retailing of construction materials 79,262,401 28,118,996 8,501,702 3,542,445 41,778,334 20,948,755 Supply of labour 2,805,023 1,811,831 1,302,725 1,697,095 1,415,022 180,391 Others 163,881 213,118 12,078 140,302 7,975,128 7,299,934 Group's share of loss of an associate company - - (368,042) (3,059) - -

772,542,831 494,280,642 77,653,401 101,192,886 456,333,269 383,700,317

Consolidated adjustments (31,880,083) (72,060,134) (16,293,004) (59,454,265) - -740,662,748 422,220,508 61,360,397 41,738,621 456,333,269 383,700,317

No segmental reporting has been prepared in respect of geographical location as the Group’s activities are predominantly carried out in Malaysia.

40. SIGNIFICANT EVENTS

Status of Corporate Proposal

On 12 May 2008, an announcement was made to the Bursa Malaysia Securities Berhad that the Company intends to undertake a Proposed Bonus Issue of up to 41,646,160 new Ordinary Shares of RM1.00 each in the Company to be credited as fully paid-up on the basis of one (1) new bonus shares for every five (5) existing ordinary shares of RM1.00 each held in the Company (‘TRC Share’).

The Bonus Issue was approved by the Company’s shareholders on 27 June 2008.

The Bonus Issue has been completed on 11 August 2008 by issuing 31,588,246 new ordinary shares of RM1.00 each on the basis of one (1) new bonus share for every five (5) existing ordinary shares of RM1.00 each held in the Company.

Consequential to the Bonus Issue, the Company had issued an additional 6,101,520 new Warrants 2007/2017 pursuant to the adjustments in accordance with the provisions under the Deed Poll executed by the Company on 15 November 2006 constituting the Warrants (‘Deed Poll’).

However, no additional Irredeemable Convertible Unsecured Loan Stocks (‘ICULS’) would be issued by the Company. Nonetheless, based on the outstanding nominal value of ICULS as at 8 August 2008 of RM1,237,167, a total of 1,484,600 new TRC Shares (which includes the additional 247,333 new TRC Shares consequential to the Bonus Issue) would be issued by the Company upon the full conversion of the existing ICULS pursuant to the adjustments in accordance with provisions under the Trust Deed executed by the Company on 15 November 2006 constituting the ICULS (‘Trust Deed’).

Pursuant to the relevant provisions under the Deed Poll and Trust Deed, the existing exercise price and conversion price of RM1.00 per TRC Share for the Warrants and ICULS respectively shall remain unchanged and will not be adjusted consequently to the Bonus Issue as any adjustments pursuant thereto will result in both the exercise price and conversion price being below the current par value of TRC Share of RM1.00.



New Projects Secured by The Group

(a) The Group’s wholly-owned subsidiary, Trans Resources Corporation Sdn. Bhd. (‘TRC’) had on 8 April 2008 received the Letter of Acceptance from Majlis Amanah Rakyat (MARA) in relation to the tender submitted by TRC on the development of a new campus for Universiti Kuala Lumpur (UniKL) Johor Branch at Pasir Gudang, Johor for a contract sum of RM196,500,000.(b) TRC also received the Letter of Award on the same date from Jabatan Kerja Raya Malaysia (JKR) in relation to the project known ‘Projek Menaik Taraf Lapangan Terbang Kuala Terengganu : Pakej IV (a) - Pemanjangan Landasan Ke Arah Laut dan Pembinaan Infrastruktur’ for a contract sum of RM202,000,000.

(c) On 2 July 2008, TRC received the letter of acceptance from Bintulu Port Sdn. Bhd. in relation to TRC’s tender for the project known as ‘The Construction and Completion of the Proposed Development behind 950M Berth on Lot 37, Block 20, Kemena Land District, Bintulu, Sarawak’ which consists of Transit Sheds Pulp & Paper Warehouse, Plant Maintenance Workshop, Hazardous Goods Godown, Operator’s Resthouse, External Works and Mechanical & Electrical Services for a contract sum of RM88,885,715.

(d) On 15 October 2008, TRC received a variation order (to the project ‘The Design, Construction, Completion, Testing and Commission of Submarine Base for Royal Malaysian Navy at Sepangar Bay, Kota Kinabalu, Sabah’) from Jabatan Kerja Raya Malaysia for the additional works on ‘Mechanical and Electrical Works for Umbilical Services’ amounting to RM86,944,146; the total contract sum is thus revised up to RM404,944,146 from RM318,000,000 previously.

(e) On 17 October 2008, TRC also received a letter of intent from Advance Air Traffic Systems (M) Sdn. Bhd. (‘AAT’) in relation to AAT’s intention to award TRC for the project known as ‘the Design, Construction, Completion, Testing, Commissioning and Maintenance of Building Architectural & Structural Works, Civil Works, Mechanical & Electrical Works - Turnkey Basis’. This project is part of the Upgrading of Malaysia Air Traffic Modernisation Program at Tawau, Sabah and Sibu, Sarawak. The Letter of Award for RM11.625 million was subsequently received on 7 November 2008.

(f) In addition to the above, the associated company of the Group, Petrobru (B) Sdn. Bhd., a company incorporated in Brunei Darussalam, had on 1 September 2008 received an official approval letter from the Government of Brunei to proceed with further works towards the realisation of the oil refinery project in Pulau Muara Besar, Brunei Darussalam; Petrobru (B) Sdn. Bhd. has completed the economic feasibility study on the viability of construction and operating a crude oil storage and refinery facility and would proceed with Detailed Feasibility Study which will take approximately six months.

41. SUBSEQUENT EVENTS

Share Buy Back

At the Extraordinary General Meeting held on 15 January 2009, a resolution on the purchase by the Company of its own shares up to a maximum of ten (10) per centum of the issued and paid up share capital of the Company was approved. The Company has not purchased any of its own shares as at the date of the financial statements.

New Project Secured by the Group

On 19 January 2009, TRC received the letter of acceptance from the Director General of Public Works Malaysia, Air Base and Maritime Branch, in relation to TRC’s tender for the project known ‘Cadangan Pembangunan Pusat Latihan Lain-Lain Pangkat Agensi Penguatkuasaan Maritime Malaysia (APMM) at Kuantan, Pahang’ for a contract sum of RM218,000,000.

Acquisition of Shares

On 12 March 2009, the Company acquired 1 ordinary shares of RM1.00 each in TRC Infra Sdn. Bhd., for a cash consideration of RM1.00 and as a result, TRC Infra Sdn. Bhd. become a wholly owned subsidiary of the Company.

On 18 February 2009, the Company’s wholly owned subsidiary, TRC acquired 2 ordinary shares of RM1.00 each in Liputan Sutera Sdn. Bhd., for a cash consideration of RM2.00 and as a result, Liputan Sutera Sdn. Bhd. become a wholly owned subsidiary of the Group.


83

List of Properties

To following are the properties owned by the TRCS Group:-

NO LOCATION TENURE DESCRIPTION/EXISTING USE

APPROX AGEOF BUILDINGS

LAND AREA/BUILD UP

AREA

NET BOOK VALUE31 DECEMBER

2008RM

DATE OFVALUATION

1 Lot No.3626Section 16Kuching Central Land DistrictSarawak

60-year leaseholdexpiring

18/4/2059

4-storeyshop/office

10 years 2,214.2 sq ft/8,856.8 sq ft

799,000.70 15/9/2000

2 Lot No.PT19447Mukim of AmpanganDistrict of SerembanNegeri Sembilan

99-yearleaseholdexpiring

18/9/2095

Residential land - 9.516 acres 505,890.52 21/9/2000

3 Lot No. PT9259Mukim of SetapakDistrict of GombakSelangor

Freehold 4-storeyshop/office

18 years 1,760.0 sq ft/7,040.0 sq ft

745,379.88 23/9/2000

4 Developer’s Parcel No. 47(218)First and Second Floors of anIntermediate 4-storey shop/officebuildingTaman Melawati Metro 1Phase 4 Town CentreSelangor

Freehold First and SecondFloors of 4-storey

shop/office

18 years 1,760.0 sq fteach

364,100.00 26/8/2000

5 52 Units of ApartmentsIdaman Senibong ApartmentTaman Bayu SenibongJohor Bahru, Johor

Leaseholdexpiring

21/1/2097

Apartments 3 1/2 years Varying from808.0 sq ft, 815.0 sq ft

&868.0 sq ft

6,186,500.00 -


List of Properties (cont’d)

NO LOCATION TENURE DESCRIPTION/EXISTING USE

APPROX AGEOF BUILDINGS

LAND AREA/BUILD UP

AREA

NET BOOK VALUE31 DECEMBER

2008RM

DATE OFVALUATION

6 HS(D) 346773 PTD 166642Mukim of Plentung, District ofJohor Bahru, State of Johor(together with a double storeyterrace house erected thereon)

Freehold Double storeyterrace

5 years 239.6606 sq metres

251,658.00 -

7 A part of HS(D) 310780 PTD 158256Mukim of Plentong, District ofJohor Bahru, State of Johor

Freehold Agricultureland

- 27.636 acres 11,720,000.00 -

8 Lot No.196, Bandar Ulu Klang71/2 Mile, Ulu KlangGombak, Selangor


- 3.5132 hectares

7,986,266.00 -

9 Capital work-in-progressLot 8218-8223Mukim Hulu KlangDaerah GombakSelangor Darul Ehsan

Freehold Corporate Office

- 3,674.58 sq ft/

24,016 sq ft

6,063,491.85 -

10 Mukim 2908, Lot 2265Mukim Dengkil, Daerah SepangSelangor Darul Ehsan


- 2.6052 hectares

1,071,327.50 -


85

Analysis of Shareholdingsas at 30th April 2009

Authorised Share Capital : RM500,000,000.00Issued and Fully Paid-Up Share Capital : RM189,577,479.00Class of Shares : Ordinary Shares of RM1.00 eachVoting Rights : One Vote Per Ordinary ShareNo. of Shareholders : 1,633

DISTRIBUTION OF SHAREHOLDINGS (As At 30 April 2009)

Category No. of Holders % No.of Shares %

Less Than 100 30 1.82 1,488 0.00100 - 1,000 112 6.80 40,274 0.021,001 - 10,000 1,053 63.90 3,562,794 1.8810,001 - 100,000 369 22.39 9,607,412 5.07100,001 And Less Than 5% of Issued Shares 77 4.67 85,899,029 45.315% And Above of The Issued Shares 7 0.42 90,466,482 47.72

TOTAL 1,648 100.00 189,577,479 100.00

LIST OF SUBSTANTIAL SHAREHOLDERS (As At 30th April 2009)

No. Name Direct Indirect

No. of Shares % No.of Shares %

1 DATO’ SRI SUFRI BIN HJ MOHD ZIN 24,404,799 12.87 53,198,000* 28.062 TRC CAPITAL SDN BHD 26,814,000 14.14 - -3 KOLEKTIF AMAN SDN BHD 26,384,000 13.92 - -4 LEMBAGA TABUNG HAJI 18,687,480 9.86 - -5 LEONG KAM HENG 18,648,018 9.84 - -6 KHOO TEW CHOON 13,489,202 7.12 - -

* Deemed interested by virtue of his shareholdings in Kolektif Aman Sdn Bhd and TRC Capital Sdn Bhd DIRECTORS’ INTEREST IN SHARES (As At 30th April 2009)

No. Name Direct Indirect

No. of Shares % No. of Shares %

1 DATO’ SRI SUFRI BIN HJ MOHD ZIN 24,404,799 12.87 53,198,000* 28.062 DATO’ ABDUL AZIZ BIN MOHAMAD 5,529,284 2.92 - -

* Deemed interested by virtue of his shareholdings in Kolektif Aman Sdn Bhd and TRC Capital Sdn Bhd


LIST OF 30 LARGEST SHAREHOLDERS (As At 30th April 2009)

No Name No. of Shares %

1. Lembaga Tabung Haji 18,687,480 9.86

2. Bank Kerjasama Rakyat Malaysia Berhad 12,814,000 6.76Pledged Securities Account For TRC Capital Sdn. Bhd.

3. Kenanga Nominees (Tempatan) Sdn. Bhd. 12,681,002 6.69Pledged Securities Account For Khoo Tew Choon

4. Bank Kerjasama Rakyat Malaysia Berhad 12,384,000 6.53Pledged Securities Account For Kolektif Aman Sdn. Bhd.

5. EB Nominees (Tempatan) Sendirian Berhad 12,000,000 6.33Pledged Securities Account For Kolektif Aman Sdn. Bhd. (KLM)

6. EB Nominees (Tempatan) Sendirian Berhad 12,000,000 6.33Pledged Securities Account For TRC Capital Sdn. Bhd. (KLM)

7. Kenanga Nominees (Tempatan) Sdn. Bhd. 9,900,000 5.22Pledged Securities Account For Sufri Bin Mhd Zin

8. Kenanga Nominees (Tempatan) Sdn. Bhd. 8,852,798 4.67Pledged Securities Account For Leong Kam Heng

9. Affin Nominees (Tempatan) Sdn. Bhd. 7,457,999 3.93CIMB Bank For Sufri Bin Mhd Zin (M28002)

10. Amanah Raya Berhad 6,258,000 3.30Kumpulan Wang Bersama

11. Bank Kerjasama Rakyat Malaysia Berhad 5,908,000 3.12Pledged Securities Account For Sufri Bin Mhd Zin

12. Alliancegroup Nominees (Tempatan) Sdn. Bhd. 5,618,400 2.96Pheim Asset Management Sdn. Bhd. For Employees Provident Fund

13. Abdul Aziz Bin Mohamad 5,000,000 2.64

14. Kenanga Nominees (Tempatan) Sdn. Bhd. 4,834,890 2.55Pledged Securities Account For Yap Yon Tai


16. Muhamad Shahaizi Bin Abdul Hai 4,500,000 2.37

Analysis of Shareholdings (cont’d)as at 30th April 2009


87

No Name No. of Shares %

17. Leong Kam Heng 2,500,000 1.32

18. Kenanga Nominees (Tempatan) Sdn. Bhd. 2,000,000 1.06Pledged Securities Account For Trc Capital Sdn. Bhd.

19. Kenanga Nominees (Tempatan) Sdn. Bhd. 2,000,000 1.06Pledged Securities Account For Kolektif Aman Sdn. Bhd.

20. Amanah Raya Nominees (Tempatan) Sdn. Bhd. 1,892,640 1.00Public Islamic Opportunities Fund

21. Citigroup Nominees (Asing) Sdn. Bhd. 1,728,000 0.91CBHK PBGHK For Golden Millennium Worldwide Limited

22. Citigroup Nominees (Tempatan) Sdn. Bhd. 1,402,478 0.74Pledged Securities Account For Khoo Teng San (473523)

23. HSBC Nominees (Asing) Sdn. Bhd. 1,179,060 0.62HSBC-FS For Asean Emerging Companies Growth Fund Ltd

24. Citigroup Nominees (Tempatan) Sdn. Bhd. 1,138,800 0.60Pledged Securities Account For Sufri Bin Mhd Zin (473402)

25. Citigroup Nominees (Tempatan) Sdn. Bhd. 993,960 0.52Pledged Securities Account For Leong Kam Heng (473525)Heng

26. HSBC Nominees (Asing) Sdn. Bhd. 960,000 0.51HSBC-FS For Kep Holdings Limited

27. EB Nominees (Tempatan) Sendirian Berhad 808,200 0.43Pledged Securities Account For Khoo Tew Choon (SFC)

28. HSBC Nominees (Asing) Sdn. Bhd. 788,400 0.42HSBC-FS For The Vittoria Fund Limited

29. Affin Nominees (Tempatan) Sdn. Bhd. 786,300 0.41CIMB Bank For Leong Kam Heng (M28001)

30. Cartaban Nominees (Asing) Sdn. Bhd. 753,240 0.40Credit Suisse Securities (Europe) Limited For Evenstar Master Fund Spc

TOTAL 162,609,647 85.77

Analysis of Shareholdings (cont’d)as at 30th April 2009


Issued Size :RM30,800,000 Nominal Amount of 5% 5 Year Irredeemable Convertible Unsecured Loan Stock (ICULS)

Nominal Value : ICULS of RM1.00 eachVoting Rights : NilNo. of ICULS Holders : 163

DISTRIBUTION OF ICULS HOLDINGS (As At 30 April 2009)

Category No. of Holders % No. of ICULS %

Less Than 100 12 7.36 467 0.04100 - 1,000 83 50.92 57,497 4.801,001 - 10,000 56 34.36 200,844 16.7810,001 - 100,000 8 4.91 163,066 13.62100,001 And Less Than 5% of Issued ICULS 4 2.45 775,293 64.765% And Above of The Issued ICULS 0.00 0.00

TOTAL 163 100.00 1,197,167 100.00

LIST OF 30 LARGEST ICULSHOLDERS (As At 30 April 2009)

No Name No. of ICULS Held % 1. HSBC Nominees (Tempatan) Sdn. Bhd. 340,493 28.44

HSBC (M) Trustee Bhd For Osk-Uob Small Cap Opportunity Unit Trust (3548)

2. HSBC Nominees (Asing) Sdn. Bhd. 190,800 15.94HSBC-FS For Asean Emerging Companies Growth Fund Ltd

3. Chen Khai Voon 127,000 10.61

4. Ng Kok Cheng @ Ng Kee Seng 117,000 9.77

5. Loh Leh Wong 40,000 3.34

6. Citigroup Nominees (Tempatan) Sdn. Bhd. 35,000 2.92Pledged Securities Account For Khoo Teng San (473523)

7. Loh Leh Wong 19,066 1.59

8. Ee Soh Lan @ Ee Mee Lan 15,000 1.25

9. Hamzah Bin Hasan 15,000 1.25

10. Phoa Cheng Loon 14,000 1.17

11. Khoo Teng San 13,000 1.09

12. Cimsec Nominees (Asing) Sdn Bhd 12,000 1.00Exempt An For CIMB-GK Securities Pte Ltd (Retail Clients)

Analysis of ICulS Holdings as at 30th April 2009


89

No Name No. of ICULS Held %

13. Phoon Mee Hung 10,000 0.84

14. Amsec Nominees (Tempatan) Sdn. Bhd. 9,000 0.75Pledged Securities Account For Ong Aye Ho

15. Toh Hoon Ling 8,000 0.67

16. Wee Huoi Mee @ Wee Hwee Bee 8,000 0.67

17. Citigroup Nominees (Tempatan) Sdn. Bhd. 8,000 0.67Pledged Securities Account For Khor Thing Thiam (472926)

18. Kyang Lee Koon 8,000 0.67

19. Kenanga Nominees (Tempatan) Sdn. Bhd. 8,000 0.67Pledged Securities Account For Lee Teck Hoe

20. Citigroup Nominees (Tempatan) Sdn. Bhd. 7,800 0.65Pledged Securities Account For Leong Kam Heng (473525)

21. Khoo Teik Hooi 6,300 0.53

22. Lee Theak Lee 6,000 0.50

23. Gopal A/L Narian Kutty 5,833 0.49

24. Ridzuan Bin Abdullah 5,400 0.45

25. TA Nominees (Tempatan) Sdn. Bhd. 5,000 0.42Pledged Securities Account For Hor Khek Ban

26. Cimsec Nominees (Tempatan) Sdn. Bhd. 5,000 0.42CIMB Bank For Lim Guat Kee (MM0666)

27. Kow Beh @ Kow Kian 5,000 0.42

28. Ooi Phuay Gim 4,966 0.41

29. HLB Nominees (Tempatan) Sdn. Bhd. 4,066 0.34Pledged Securities Account For Khoo Teng San

30. Tan Ko Teng 4,000 0.33

Analysis of ICulS Holdings (cont’d)as at 30th April 2009


Number of Warrant : 30,800,000 10 years free detachable warrants Exercise Price : RM1.00 per the Company’s Share Voting Rights : NilNo. of Warrant Holders : 497

DISTRIBUTION OF WARRANT HOLDINGS (As At 30 April 2009)

Category No. of Holders % No. of Warrant %

Less Than 100 11 2.21 490 0.00100 - 1,000 66 13.28 38,202 0.101,001 - 10,000 236 47.48 1,016,284 2.7810,001 - 100,000 149 29.98 4,540,888 12.40100,001 And Less Than 5% of Issued Warrants 32 6.44 16,013,266 43.745% And Above of The Issued Warrants 3 0.60 15,000,000 40.97

TOTAL 497 100.00 36,609,130 100.00

LIST OF 30 LARGEST WARRANT HOLDERS (As At 30 April 2009)

No Name No. of Warrants Held %

1. Kolektif Aman Sdn. Bhd. 7,296,000 19.93

2. Sufri Bin Mhd Zin 4,608,000 12.59

3. TRC Capital Sdn. Bhd. 3,096,000 8.46

4. Kenanga Nominees (Tempatan) Sdn. Bhd. 1,810,831 4.95Pledged Securities Account For Khoo Tew Choon


6. Yeoh Sook Keng 1,369,280 3.74

7. Abdul Aziz Bin Mohamad 1,335,856 3.65

8. Khoo Teng San 1,248,000 3.41

9. Leong Kam Heng 1,188,439 3.25

10. Kenanga Nominees (Tempatan) Sdn. Bhd. 761,742 2.08Pledged Securities Account For Yap Yon Tai

11. Lembaga Tabung Haji 563,720 1.54

12. RHB Capital Nominees (Tempatan) Sdn. Bhd. 561,380 1.53Pledged Securities Account For Looi Boon Han (CEB)

Analysis of Warrant Holdings as at 30th April 2009


91

No Name No. of Warrants Held %

13. Alliancegroup Nominees (Tempatan) Sdn. Bhd. 504,000 1.38Pheim Asset Management Sdn. Bhd. For Employees Provident Fund

14. Affin Nominees (Tempatan) Sdn. Bhd. 439,599 1.20CIMB Bank For Sufri Bin Mhd Zin (M28002)

15. Citigroup Nominees (Tempatan) Sdn. Bhd. 428,479 1.17Pledged Securities Account For Khoo Teng San (473523)

16. Ooi Cheng Huat @ Ooi Peng Huat 366,120 1.00

17. Khoo Shiau Hoon 316,320 0.86

18. Lim Kwong Hon 306,000 0.84

19. Chin Yu Nominees Pty Ltd 293,280 0.80

20. Loh Leh Wong 288,000 0.79

21. Mohd Raffee Bin Jalil 287,054 0.78

22. HSBC Nominees (Tempatan) Sdn. Bhd. 275,031 0.75HSBC (M) Trustee Bhd For OSK-UOB Small Cap Opportunity Unit Trust (3548)

23. Muhamad Shahaizi Bin Abdul Hai 240,000 0.66

24. Amsec Nominees (Tempatan) Sdn. Bhd. 240,000 0.66Pledged Securities Account For Hon Pansy

25. RHB Capital Nominees (Tempatan) Sdn. Bhd. 220,800 0.60Pledged Securities Account For Tony Lee (551009)

26. OSK Nominees (Tempatan) Sdn. Bhd. 176,400 0.48Pledged Securities Account For Khoo Teng San

27. Ngiam Buey Buey 151,656 0.41

28. Teo Ah Seng 141,840 0.39

29. Ng Kok Cheng @ Ng Kee Seng 140,400 0.38

30. Khoo Shiau Hoon 138,096 0.38

Analysis of Warrant Holdings (cont’d)as at 30th April 2009


Notice of Twelfth Annual General Meeting

NOTICE IS HEREBY GIVEN that the Twelfth Annual General Meeting of the Company will be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, 68000 Ampang, Selangor on 25th June 2009 at 10.30 a.m. for the purpose of transacting the following businesses:-

AGENDA

ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements, Report of the Directors and Report of the Auditors thereon for the year ended 31 December 2008

2. To approve the payment of first and final gross dividend of 6 sen per share less 25% tax for the year ended 31 December 2008

3. To approve the payment of Directors’ Fees in respect of the financial year ended 31 December 2008

4. To re-elect YBhg Dato’ Sri Sufri bin Hj Mohd Zin who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.

5. To re-appoint Messrs Kumpulan Naga as the Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.

SPECIAL BUSINESSTo consider and if thought fit, to pass the following ordinary resolution, with or without modification:-

6. Authority to issue shares

“THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the Bursa Malaysia Securities Berhad and other relevant governmental/regulatory authorities, where such approvals are necessary, the Directors be and are hereby empowered, pursuant to section 132D of the Companies Act, 1965, to issue shares in the Company from time to time at such price, upon such terms and conditions, for such purposes and to such person whomsoever as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Director be also empowered to obtain the approval for the listing and the quotation of the additional shares so issued on the Bursa Malaysia Securities Berhad and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting.”

7. Proposed renewal of authority for the company to purchase its own shares

“THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 1965 (“Act”), provisions in the Company’s Memorandum and Articles of Association, the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company PROVIDED THAT:-

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6


93

Notice of Twelfth Annual General Meeting (cont’d)

Resolution 7

(1) the aggregate number of shares purchased does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;

(2) the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profit and share premium account of the Company. As at the financial year ended 31 December 2008, the audited retained profit of the Company stood at RM12,860,459.00;

(3) The renewal of authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:-

(a) at the conclusion of the next AGM of the Company following the general meeting in which the authorization is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or

(b) the expiration of the period within which the next AGM of the Company is required by law to be held; or

(c) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting.

whichever occurs first;

AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:-

(a) to cancel the ordinary shares so purchased; or

(b) to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancelled; or

(c) to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; and

(d) in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fit and expedient in the best interest of the Company.”

8. To transact any other business of which due notice shall be given in accordance with the Articles of Association of the Company and the Companies Act, 1965.


NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN, that a first and final gross dividend of 6 sen per share less 25% tax in respect of the financial year ended 31 December 2008 will be paid on 13 July 2009 to shareholders whose names appear on the Company’s Register of Depositors on 30 June 2009.

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

a. Shares transferred into the Depositor’s Securities Account before 4.00pm on 30 June 2009 in respect of ordinary 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

ABDUL AZIZ MOHAMED (LS 007370)Secretary

Selangor Darul Ehsan3rd June 2009

Notes:1. A proxy may but need not be a member of the Company and the provision of section 149 (1) (b) of the Act shall not

apply to the Company.

2. To be valid the proxy form duly completed must be deposited at the registered office of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

3. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting.

4. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting.

5. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

6. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

7. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.

EXPLANATORY NOTES TO THE SPECIAL BUSINESS

Ordinary Resolution No. 6 – Authority for allotment of shares

Ordinary Resolution No. 6, if passed, will give power to the Directors of the Company to issue shares up to a maximum 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interest of the Company. This would avoid any delay and cost involved in convening general meeting to specifically approve such an issue of shares. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

Ordinary Resolution 7 - Proposed renewal of authority for the Company to purchase its own shares

The proposed adoption of the Ordinary Resolution 7 is to renew the authority granted by the shareholders of the Company at the Extraordinary General Meeting held on 15 January 2009 to empower the Directors of the Company to purchase not more than 10% of the issued and paid-up share capital of the Company for the time being, for such purposes as they consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting will expire at the conclusion of the next Annual General Meeting of the Company. Further information is set out in the Share Buy-Back Statement dated 3 June 2009 which is dispatched together with the Company’s 2008 Annual Report.

Notice of Twelfth Annual General Meeting (cont’d)


95

1. Director who is standing for re-election at the 12th Annual General Meeting of TRC Synergy Berhad is Dato’ Sri Sufri bin Hj Mohd Zin.

2. Details of Board of Directors’ Meeting:–

-Four (4) Board Meetings were held during the financial year ended 31 December 2008, details of which are set out in the Statement on Corporate Governance.

3. Particulars of Directors standing for re-election at the 12th Annual General Meeting of TRC Synergy Berhad:-

Name Dato’ Sri Sufri bin Hj Mohd Zin

Age 53

Nationality Malaysian

Position in the Company Executive Chairman

Working experience/ Qualification/Occupation

Dato’ Sri Sufri Bin Hj Mohd Zin is the founder of TRC Group. He was appointed as the Managing Director of TRC Synergy Berhad (“TRC” or “the Company”) on 29 March 2002 and presently he is the Executive Chairman of the Company and the Managing Director of its subsidiary Companies. He graduated from Institute of Teknologi MARA (“ITM”) in 1982 with a Diploma in Business Studies. He is also a master degree holder in Business Administration in Construction Management from Harvey International university, united States. Presently he is pursuing a bachelor degree in Jurisprudence International law (External) at universiti Malaya.

YBhg Dato’ Sri started his career as a banker with Bank Bumiputera Malaysia Bhd in 1982. His inherent perseverance and unique business acumen led him into the building and construction industry in 1984. During the Financial year ended 31 December 2008, he attended all four Board Meetings.

Other directorship of public companies Nil

Securities holdings in the Company and its subsidiaries as at 30 April 2009

24,404,799 (12.87%) (Direct Interest)53,198,000 (28.06%) (Indirect Interest)

Family relationship with any director and/or substantial shareholder of the Company.

Nil

Any conflict of interest with the Company Nil

List of convictions for offences (other than traffic offences) within the past 10 years

Nil

Statement Accompanying Notice of Annual General Meeting


No. of Ordinary Shares held

PROXY FORM

I/We, of being a member/members of the above-named Company, hereby appoint of or failing whom, of as my/our proxy to vote for me/us and on my/our behalf at the Twelfth Annual General Meeting of the Company, to be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, 68000 Ampang, Selangor on Thursday, 25 June 2009 at 10.30 a.m and at every adjournment thereof.

I/We direct my/our proxy to vote for or against the resolutions to be tabled at the Twelfth Annual General Meeting as hereunder indicated.

RESOLUTIONS FOR AGAINST

ORDINARY RESOLUTION 1

Receive and adopt the Audited Financial Statements for the year ended 31 December 2008


Payment of first and final dividend for the year ended 31 December 2008


payment of Directors’ Fees


Re-election of YBhg Dato’ Sri Sufri Bin Hj Mohd Zin as Director of the Company


Re-appointment of Messrs Kumpulan Naga as the Auditors of the Company and to authorise the Directors to fix their remuneration


Authority to Issue Shares


Renewal of authority for the Company to purchase its own shares

(Please indicate with an X in the space provided how you wish your vote to be cast on the resolution specified in the Notice of the Twelfth Annual General Meeting. If this form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain from voting at his/her discretion.)

Dated this _______ day of June 2009.

………………………………………………..Signature(s)/Common Seal of Member

Notes:1. A proxy may but need not be a member of the Company and the provision of section 149 (1) (b) of the Act shall not apply to the Company.

2. To be valid the proxy form duly completed must be deposited at the registered office of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

3. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting.

4. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting.

5. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

6. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

7. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.

Incorporated in Malaysia

postage

THE COMPANY SECRETARYTRC SYNERGY BERHAD

WISMA TRC217 & 218, JALAN NEGARA 2

TAMAN MELAWATI53100 ULU KELANG

SELANGOR DARUL EHSAN

Please fold here

Please fold here

TRC SYN

ERG

Y BER

HA

D (413192-D

)Annual R

eport 2008

TRC SYNERGY BERHAD (413192-D)

Wisma TRC, 217 & 218, Jalan Negara 2. Taman Melawati 53100 Ulu Klang, Selangor Darul Ehsan.

Tel : 03 4108 0105 / 06Fax : 03 4108 0104

w w w . t r c . c o m . m y

Annual Report 2008

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