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TRC SYNERGY BERHAD413192 D

ANNUAL REPORT 2004

A WALL BEGINS WITH ONE BRICK. A BUILDING BEGINS WITH MANY.

BEHIND LAYERS OF PAINT, CEMENT, GLASS AND METAL FACADES, A STRUCTURE OF BRICKS IS CAREFULLY CONSTRUCTED TO STAND THE TESTS OF TIME. THESE SIMPLE RECTANGULAR UNASSUMING BLOCKS ARE THE ESSENCE OF EVERY BUILDING, EVERY BRIDGE, EVERY HOSPITAL, EVERY HOME.

BRICKS ARE THE SIMPLEST AND MOST NECESSARY ELEMENT IN THE BUILDING AND CONSTRUCTION INDUSTRY. EACH INTERLAYING BRICK IS STRONG AND STURDY AND SIGNIFIES TRC SYNERGY BERHAD’S CORE AND DEDICATED INVOLVEMENT IN THE INDUSTRY.

AS BRICKS FORM BUILDINGS, TRC’S SUCCESS IS ACHIEVED THROUGH THE SYNERGISTIC EFFORTS AND COMBINED CALIBERS OF ALL ITS MEMBERS. IT IS THIS FORMULA THAT GUIDES THE COMPANY’S REALIZATION OF BECOMING ONE OF MALAYSIA’S LARG-EST AND MOST SUCCESSFUL CORPORATIONS.

WE ARE THE BUILDING BLOCKS OF OUR NATION.introduction 01

TABLE OF CONTENTS

2

7

8

10

11

12

18

21

25

59

60

64

66

67

Chairman’s Statement

Corporate Profile

Board Of Directors’ Profile

Corporate Information

Corporate Structure

Statement on Corporate Governance

Statement on Internal Control

Audit Committee Report

Financial Statements

List of Properties

Analysis of Shareholdings

Notice of 8th Annual General Meeting

Statement Accompanying Notice of Annual General Meeting

Proxy Form

TO ALL OUR SHAREHOLDERS

ON BEHALF OF THE BOARD OF TRC SYNERGY BERHAD, I HAVE PLEASURE IN PRESENTING TO YOU THE ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS OF THE GROUP FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004.

02 T R C S Y N E R G Y B E R H A D | A N N U A L R E P O R T

REVIEW OF OPERATIONSThe year 2004 has been another challenging year for the Group. In the past 12 months, there has been a sharp

decline in the number of government and private sector jobs and infrastructure projects. Overall, the construction

sector contracted by 1.9% in the year under review. The scarcity of jobs coupled by the sharp rise in construc-

tion related material costs like steel bars and diesel have greatly impacted the Group’s performance.

CONSTRUCTION DIVISIONFor the period under review, construction activity was the main revenue contributor for the Group. Due to the

slowdown in the construction sector, the Group’s construction arm was not able to secure any sizeable projects.

The New Prison Complex in Bentong, which was initially expected to commence in the third quarter of 2004,

has now been deferred to the first half of 2005.

In order to cushion the impact of the contracting domestic construction activity, the Group has intensified its

efforts to venture abroad, particularly, in countries like India, Middle East and Africa. We are confident that some

of these ventures would materialise in the coming years and this would help to sustain the Group’s construction

division.

PROPERTY DIVISIONThe Group, through its property arm, has successfully completed 122 units of semi-detached and terrace

houses in Ulu Klang known as Andaman Ukay and a Certificate of Fitness was issued in June 2004.

The associated company of the Group is currently developing part of a piece of land measuring 163 acres

in the Plentong region, next to Permas Jaya, in Johor Bahru. It has, to date, completed Phase A compris-

ing of 352 units of Medium Cost Apartments. Two blocks out of the five blocks of Medium Cost Apart-

ments in Phase B comprising 356 units are currently being developed. So far, the sales for Phase B have

been slow due to the soft property market in Johor. We are currently re-strategising the development of

the remaining land bank to be more in line with the prevailing market trends and demands of properties

in Johor and to tap into its potential.

Dato’ Hj Sufri Bin Hj Mohd Zin (Executive Chairman)

CHAIRMAN’S STATEMENT

T R C S Y N E R G Y B E R H A D | A N N U A L R E P O R T 03

MANUFACTURING DIVISIONDue to the slowdown in construction activity, this division was relatively dormant for the period under

review.

FINANCIAL PERFORMANCEThe Group recorded a turnover of RM304.438,368 million and a pre-tax profit of RM378,811 for the

financial year ended 31 December 2004.

The low pre-tax margin is largely due to the rise in diesel prices and other construction material costs,

which have invariably eroded the Group’s margin.


Seri Setia Bridge at Putrajaya


CHANGES IN THE COMPOSITION OF THE GROUPOn 2 July 2004, the Company acquired 9 shares of RM1.00 each in TRC Infra Sdn. Bhd., at par representing 90% equity interest, thus

becoming a new subsidiary of the Group.

The Group had also incorporated a new subsidiary in India known as TRC Construction India Private Limited on 12 August 2004. It is

a wholly-owned subsidiary of the Company and it is expected to carry out construction activities in India.

In addition to the above,, the Company had on 1 November 2004 incorporated a wholly-owned subsidiary, TRC International Pte. Ltd -

an offshore company in Labuan - to serve as an investment holding company for the international activities of the Group.

The rationale for the acquisition and incorporation of the above companies is to set a platform for the Group to expand its operations

both locally and internationally.

ECONOMIC OUTLOOKIn accordance with the Economic Report 2004/2005, the construction sector is forecasted to grow by 1.8% in the year 2005, contrib-

uted partly by the civil-engineering sub-sector. The housing sub-sector is also envisaged to remain robust, underpinned by higher

incomes, low interest rates, and easy access to loans.

Greater public spending is seen on road and util ity, especially water, projects in the coming years. Emphasis on improving road network

is mainly focused on East Malaysia and the upgrading of federal roads in the state of Pahang, Terengganu and Kelantan. We envisage

that the Government will revive spending on projects under the Ninth Malaysia Plan (9MP) and this is expected to have a positive impact

on the performance of the Group going forward.

DIVIDENDWith due recognition to the Company’s shareholders’ support, the Board of Directors is recommending a First and Final gross dividend

of 1.5 sen per share less 28% income tax amounting to RM997,920.00 for the financial year ended 31 December 2004. The dividend

is subject to the shareholders’ approval at the forthcoming annual general meeting.

ACKNOWLEDGEMENT AND APPRECIATIONOn behalf of the Board of Directors, I would like to extend our sincere appreciation to all our valued clients, bankers and business associ-

ates for their undivided support. I would also like to put on record my gratitude to the management and staff of the Group for their effort

and hard work in spite of the challenging business environment in the preceding year.

Finally, we acknowledge and appreciate the continuing support of our shareholders and we hope that the prospect for the coming years

would be better for the Group.


Pedestrian Bridge at Taman Seri Empangan at Putrajaya

TRC Synergy Berhad was initially incorporated as a private limited company in Malaysia under the Companies Act, 1965 on 11 December 1996 under the name TRC Synergy Sdn Bhd. On 8 January 1997, the company changed its status from a private limited company to a public company and assumed the name TRC Synergy Berhad (TRCS).

TRCS was listed on the Main Board of the Bursa Malaysia Securities Berhad on 6 August 2002, where it offered Public Issue and Offer For Sale of 16,000,000 and 3,500,000 ordinary shares respectively. TRCS is principally an investment holding company while the principal activities of its subsidiary companies and associate company are related to general contracting works. This includes building and infrastructure construction, turnkey design and building contracts, hiring and servicing of vehicles and construction equipment, manufacturing and dealing in concrete prod-ucts, property development and project management services.

The TRCS group of companies employs over 800 personnel of which more than 15% are in the sub-professional and professional group. TRCS not only has the ability to undertake common proj-ects like roads and buiing construction, but also specializes in mega projects like airports, railway trackworks, stadium, hospitals and large property development ventures.

The company’s motto “As one with the nation” sums up the company’s aspiration to progress in tandem with the nation’s vision.

CORPORATE PROFILE


Dato’ Haji Sufri Bin Haji Mohd Zin, Malaysian, aged 48, was appointed as the Managing Director of TRC Synergy Berhad (“TRC” or “the Company”) on 29 March 2002 and is presently 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 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. YBhg Dato’ Hj Sufri is a member of the Audit Committee. During the Finan-cial year ended 31 December 2004, he attended all of the six (6) Board Meetings. He does not have any personal interest in any business arrangement involving the Company, except that he is a substantial shareholder of Andaman Budi Sdn. Bhd. which is an associate company of Trans Resources Corporation Sdn. Bhd., a wholly owned subsidiary of the Company.

Dato’ Hj Sufri Bin Hj Mohd Zin (Executive Chairman)

Abdul Aziz Bin Mohamad, Malaysian, aged 46, was appointed as an Executive Direc-tor 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 received his early education in the Malay College Kuala Kangsar (MCKK) and later graduated from Trent Polytechnic in Nottingham, England in 1983. He is a Quantity Surveyor by profession and a member of the Institution of Surveyors, Malay-sia. 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. Aziz attended all of the six (6) Board Meetings held during the financial year ended 31 December 2004. He does not have any personal interest in any business arrangement involving the Company, except that he is a shareholder of Andaman Budi Sdn. Bhd. which is an associated company of Trans Resources Corporation Sdn. Bhd., a wholly owned subsidiary of the Company.

Abdul Aziz Bin Mohamad(Executive Director)

BOARD OF DIRECTORS’ PROFILE08 T R C S Y N E R G Y B E R H A D | A N N U A L R E P O R T

General (R) Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin, aged 58, was appointed as a Director of the Company on 25 March 2004. After his secondary education, he was selected for Officer Cadet training at the Royal Military College, Sungai Besi in 1966 before being commissioned as a Second Lieutenant to 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 at diplomatic service levels and he was the Chief of the Malaysian Army from 1 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 attended five (5) out of six (6) Board Meetings held during the financial year ended 31 December 2004.

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

Rahman Bin Ali(Independent, Non–Executive Director)

Rahman Bin Ali, Malaysian, aged 48, 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 officer 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 firm, Sahir and Co. in 1990. In 1994, he set up his own accounting firm by the name A. Rahman & Associates and later became a partner of Omar Arif, A. Rahman & Associates in 1996. Rahman is a member of the Audit Commit-tee, Nomination Committee and Remuneration Committee. He attended five (5) out of six (6) Board Meetings held during the financial year ended 31 December 2004.

Noor Zilan Bin Mohamed Noor, Malaysian, aged 45, 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 Officer before pursuing his further studies in the United Kingdom in 1984 where he graduated from City of London Polytechnics with LLB (Hons) majoring in Business Law in 1987. Subse-quently, he went on to read Law at Lincoln’s Inn and was called to the English Bar in 1988. Upon returning to Malaysia he was called and admitted to the Malaysian Bar in 1989 as an Advocate & Solicitor. He then worked as a Legal Assistant before starting his own law firm in 1991 and is now a Senior Partner with an established law firm in Kuala Lumpur specializing in the area of Corporate Law, Banking, Building and Construction Law apart from civil & criminal litigation. Noor Zilan is the Chairman to the Audit Commit-tee, Nomination Committee and Remuneration Committee. He attended all of the six (6) Board Meetings held during the financial year ended 31 December 2004.

Noor Zilan Bin Mohamed Noor(Independent, Non–Executive Director)


NOTESave as disclosed,

1) none of the Directors have:-

i) ii) ii i)

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

any family relationship with any director and/or substantial shareholders of the Company; any conflict of interest with the Company; and any conviction for offences (other than traffic offences) within the past ten (10) years.

BOARD OF DIRECTORSDato’ Hj Sufri Bin Hj Mohd Zin(Executive Chairman)

Abdul Aziz Bin Mohamad(Executive Director)

Rahman Bin Ali(Independent Non-Executive Director)

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

General (R) Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin(Non-Independent, Non-Executive Director) (Appointed on 25 March 2004)

COMPANY SECRETARIESAbdul Aziz Bin Mohamed(LS 007370)

Dato’ Tang Swee Guan(MIA No. 5393)

REGISTERED OFFICE /PRINCIPAL PLACE OF BUSINESSWisma TRCNo. 217 & 218 Jalan Negara 2Taman Melawati53100 Ulu KlangSelangor Darul Ehsan

Tel No. : +603 4108 0105 / +603 4108 0106Fax No. : +603 4108 0104E-mail : [email protected]

BRANCH OFFICE Lot 3626, Block 16, KCLDTaman TimberlandLorong Rock 293200 KuchingSarawak

Tel No. : 082-239998Fax No. : 082-421998

WEBSITEwww.trc.com.my


CORPORATE INFORMATION

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

SHARE REGISTRARSymphony Share Registrars Sdn Bhd(formerly known as Malaysian Share Registration Services Sdn Bhd)

Level 26, Menara Multi PurposeCapital Square8, Jalan Munshi Abdullah50100 Kuala Lumpur

Tel : +603 2721 2222Fax : +603 2721 2530 / 603 2721 2531

PRINCIPAL BANKERSEON Bank BerhadMalayan Banking BerhadArab-Malaysian Merchant Bank BerhadAffin Bank Berhad

SOLICITORSMessrs Noorzilan & PartnersMessrs C.C. Choo & Co.

STOCK EXCHANGE LISTINGBursa Malaysia Securities Berhad (Main Board)(Stock No. : 5054)

Warden Quarters at Politeknik Kuching, Sarawak


CORPORATE STRUCTURE

TRC SYNERGY BERHAD413192 D

TRANS RESOURCESCORPORATION SDN BHD

(100%)120265 P

TRC INFRA SDN BHD(90%)

645178 P

TRC CONSTRUCTIONINDIA PTE LTD

(100%)U45203KL2004PTC017360

TRC INTERNATIONALPTE LTD(100%)LL04510

TRC-PDI JV SDN BHD (60%)

616448 K

GOMEX SDN BHD(45%)

681546 D

TRC DEVELOPMENTSDN BHD

(100%)309248 U

ANDAMAN BUDISDN BHD

(40%)444162 W

TRC CONSTRUCTION (SARAWAK) SDN BHD

(100%)621714 W

TRC CONCRETEINDUSTRIES SDN BHD

(100%)151401 V

The Board of Directors of TRC Synergy Berhad (“the Board”) upholds good corporate gover-

nance and has always ensured that the highest standards of corporate governance as set out

in the Malaysian Code on Corporate Governance (“The Code”) are practiced within the group.

These have been recognized by the Board as the Group’s key responsibilities in order to pro-

tect 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 proce-

dures, 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 and the extent of compliance with the Best Practices.

STATEMENT ON CORPORATE GOVERNANCE


Road P4/02-6 Precinct 4, Putrajaya

1. DIRECTORS

a) The Board of DirectorsThe 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 disciplines suitable for managing the Group’s businesses.

The Board of Directors has overall responsibility for the performance of the Group inclusive of corporate governance, strategic planning

and maintaining effective control over financial and operational matters.

b) Board BalanceThe Board consists of five members comprising two Executive Directors, two Independent Non-Executive Directors and one Non Indepen-

dent Non Executive Director. The Company complies with the criteria of having at least one-third of the Board Members as Independent

Non-Executive Directors. The profiles of the Directors are presented in this Annual Report on pages 8 and 9.

Two of the Board members are Independent Non-Executive Directors who provide broad, unbiased and balanced assessments on

proposals initiated by the Executive Directors and the senior management of the Group.

The Non-Executive Directors also include a representative of Lembaga Tabung Angkatan Tentera, one of the substantial shareholders of

the Company, who brings independent judgments that safeguards the interest of overall shareholders of the Company.

c) Board MeetingDuring the financial year ended 31 December 2004, six board meetings were held. In the meetings, the Board deliberated and consid-

ered 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:-

The Board has agreed to meet at least four times a year with additional matters addressed by way of circular resolutions and additional

meetings to be held as and when the need arises.

d) Supply of Information to the BoardAll Directors have unfettered access to all information within the Group as a full Board or in their individual capacity in carrying out their

duties and responsibilities. They also have direct access to the advice and services of the Company Secretaries, internal and external

auditors and other independent professionals at all times.

As for the Board meeting, the Board members are provided with adequate information in the form of a complete set of Board files two

weeks prior to the meeting.

e) Appointment and Re-election of DirectorsThe 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.

Dato’ Hj Sufri Bin Hj Mohd Zin

Abdul Aziz Bin Mohamad

Noor Zilan Bin Mohamed Noor

Rahman Bin Ali

Gen (B) Dato’ Seri Mohd Shahrom Bin Dato Hj Nordin (Appointed on 25/3/04)

6/6

6/6

6/6

5/6

5/5

NAME NO. OF MEETINGS ATTENDED


All 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 of the Directors are required to

retire by rotation at each financial year and are eligible to offer themselves for re-election at the Annual General Meting. All Directors

shall retire from office at least once in each three years.

f) Directors’ TrainingGen (B) Dato’ Seri Mohd Shahrom bin Dato Hj Nordin, who was appointed as Director on 25 March 2004, has attended and completed

the Mandatory Accreditation Program (“MAP”). He will continue to undergo Continuous Education Programme (“CEP”) as prescribed by

the Listing Requirements commencing from the year 2005. As for the other Directors, all of them have completed MAP as well as 72

CEP points that need to be completed during the year 2003 and 2004. For year 2005, the Board as a whole will determine the training

needs for directors and they have principally agreed to attend at least one training every year.

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

Each of these committees has its own functions and responsibilities and they report to the Board.

2. DIRECTORS’ REMUNERATION

The Group has adopted the principle recommended by the Code whereby the level or remuneration of the Directors and senior manage-

ment should reflect the level of responsibility and contributions toward the successful and efficient running of the Group’s activities.

ProcedureTo assist the Board in the discharge of its duties, the Board had established a Remuneration Committee on 22 May 2002. As at the date

of the Annual Report, the composition of the Remuneration Committee is as follows:-

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 a level of remuneration sufficient to attract and retain competent executives who can manage

the Group effectively.

During the financial year ended 31 December 2004, the Committee met once with all members present.

DisclosureThe aggregate remuneration of the Directors received and receivable from the Company and its subsidiaries during the financial year are

as follows:-

i)

ii)

i i i)

iv)

i)

ii)

Audit Committee

Nomination Committee

Remuneration Committee

Employees’ and Directors’ Share Option Scheme (ESOS) Committee


Rahman Bin Ali


Executive Directors

Non-Executive Director

Total

120,000.00

75,000.00

195,000.00

578,880.00

-

578,880.00

69,877.80

-

69,877.80

CATEGORY FEES (RM) SALARIES (RM) EPF & SOCSO (RM)

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

3. RELATIONSHIP WITH INVESTORS AND SHAREHOLDER COMMUNICATION

The Board acknowledges the need for shareholders to be informed of all important issues and major developments 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 2004, there were a number of dialogues and analyst briefings organised by the Company.

These sessions were held either at the request of the analysts or initiated by the Company. During the discussions which were attended

by the Executive Directors and Senior Management staff, relevant information pertaining to the Group was disseminated to the public.

The Company also has a cordial relationship with reporters who have been playing a very effective role in conveying the Group’s informa-

tion to the public, shareholders and investors.

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 company uses the Annual General Meeting as the primary channel of communication with its shareholders. Shareholders who are

unable to attend to the meeting can appoint their proxies who can vote on their behalf. The Board of directors, senior management as

well as the Company’s Auditors are present to answer any relevant questions raised at the meeting.

4. ACCOUNTABILITY AND AUDIT

i. Financial ReportingIn 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.

ii. Internal ControlThe 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 20 and pages 21 to 24 respectively.


Less than RM 50,000

RM 200,000 – RM 300,000

RM 450,000 – RM 550,000

-

1

1

3

-

-

RANGE OF REMUNERATION NUMBER OF EXECUTIVE DIRECTORS NUMBER OF NON-EXECUTIVE DIRECTORS

iii. Relationship with AuditorsThrough 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.

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:-

ADDITIONAL CORPORATE INFORMATION

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

i. Utilization of proceedsDuring the financial year ended 31 Dicember 2004, the company has fully util ized the prceeds from Private Placement exercise amount-

ing to RM16.1 million for the company‘s working capital and defray expenses in relation to the corporate exercise.

ii. Share buybacksThe Company has not undertaken any share buyback exercises during the financial year ended 31 December 2004.

iii. Option, Warrants or Convertible SecuritiesDuring the financial year ended 31 December 2004 the Company established a Share Option Scheme for Employees and Directors (“The

Scheme”). The Scheme shall remain in force for a duration of five years commencing from 22 June 2004. Details of the Scheme are

reported in the Directors’ Report on page 28.

iv. American Depository Receipt (ADR) / Global Depository Receipt (GDR)The Company has not sponsored any ADR or GDR Programmes.

v. Sanctions and / or penaltiesThere were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by the relevant regula-

tory bodies during the financial year ended 31 December 2004.

vi. Non-Audit FeesThe non-audit fees paid to external auditors amounting to RM46,450.00 for the financial year ended 31 December 2004.


Part 2, AA II

Part 2, AA VII

Chairman and ChiefExecutive

Senior IndependentNon-ExecutiveDirector to whomconcerns may beconveyed

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.

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

PROVISION OF THE CODE DETAILS EXPLANATION

vii. Variation of ResultsThere is a deviation of more that 10% between the loss after tax and minority interest stated in the announced unaudited consolidated

results and the audited results of the Group for the financial year ended 31 December 2004.

We append below a reconciliation between the net loss after tax and minority interest stated in the announced unaudited accounts which

was released to Bursa Malaysia on 28 February 2005 and the net profit as reported in the Group’s audited accounts for the financial

year ended 31 December 2004 :-

viii. Profit GuaranteeThere was no profit guarantee given by the Company during the financial year ended 31 December 2004.

ix. 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 2004.

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

xi. 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 2004.

STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS

The 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 2004, 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.


Net loss after taxation and minority interest as announced on 28 February 2005

AdjustmentOverprovision of taxationAdditional share loss of associated companyShare of taxation of associated companyAdditional loss of subsidiary companyReversal of deferred taxationOther adjustments

Net profit after taxation and minority interests as per the audited accounts

(137,786)

185,680(4,000)(2,552)(1,496)

1,027131

41,004

RM

The Board of Directors of TRC Synergy Berhad (“the Board”) is committed to maintaining a

sound System of Internal Control in the Group and is pleased to provide the following state-

ment that outlines the nature and scope of internal control of the Group during the financial

year ended 31 December 2004 pursuant to paragraph 15.27(b) of the Bursa Malaysia’s List-

ing Requirements.

STATEMENT ON INTERNAL CONTROL


Kuala Penyu Hospital, Sabah

1. RESPONSIBILITY

The Board acknowledges the importance of sound internal controls and risk management practices within the Group to meet its business

objectives. The Board affirms its overall responsibility for the effectiveness of the Group’s systems of internal control and risk manage-

ment, 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)

ii)

i i i)

The Board is fully aware that this system, by its nature, can only provide reasonable, and not absolute, assurance against material

misstatement, loss and fraud. These systems are designed to manage, rather than eliminate, the risk of failure to achieve the business

objectives of the Group.

2. INTERNAL CONTROL

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

a) Internal Audit DepartmentThe Internal Audit Department which was established on 20 August 2004 reviews key business processes and controls and assists the

Audit Committee in the discharge of its duties and responsibilities. Its role is to provide independent and objective reports on the organi-

zation, management, records, accounting policies and internal controls to the Audit Committee and the Board.

b) Quality PolicyThere is a 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)

ii)

i i i)

iv)

v)

c) Line of ReportingClearly 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 descriptions and specifications provided to each employee of the Group which

is further reiterated through a well defined organizational structure.

d) Dissemination of Information within the GroupRegular 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.

safeguard shareholders’ interest and the assets of the Group;

ensure that proper accounting records are maintained; and

that the financial information used within the business and the publication to the public is reliable.

Internal Quality Audits are conducted at planned intervals to determine whether the Quality Management System is effectively imple-

mented and maintained and conforms to the established system requirements of Internal Standard, ISO 9001:2000.

On an annual basis, an overall Internal Quality Audit Plan is devised encompassing every department and project, taking into consid-

eration the status and importance of relevant processes, areas to be audited as well as results of previous audits.

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.

As part of the Quality Management System, the management shall meet on a monthly basis to discuss and deliberate all issues

relating to the business of the Group.

The Audit Committee is accessible to the relevant reports produced in relation to the Quality Management and if the need arises, the

matter shall be further discussed in the Board Meeting.


e) Detail Budgeting ProcessA detailed budgeting process where operating units prepare budgets for every project for discussion in the Management Meeting. A monthly

monitoring of results against the budget, with major variances being followed up and management action taken, where necessary.

f) Risk Management FrameworkThe 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 “State-

ment 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 reported 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.

g) Audit CommitteeThe 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 21 to 24 of this Annual Report contains further details on the activities undertaken

by the Audit Committee in 2004.

h) 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.

During the year, a number of improvements to internal controls were identified and addressed. There has been no significant weakness

noted which would result in any material loss.

This statement is made in accordance with a resolution of the Board of Directors dated 25 April 2005 .


1. COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee comprises of the following two Independent Non-Executive Directors and one executive director:-

Chairman:

Members:

Secretary :

Noor Zilan bin Mohamed Noor

(Independent Non-Executive Director)

i)

ii)

Abdul Aziz Bin Mohamed

(Company Secretary)

YBhg. Dato’ Hj Sufri Bin Hj Mohd Zin

(Eecutive Chairman)

Rahman Bin Ali

(Independent Non-Executive Director)

(Member of the Malaysian Institute of Accountants)

AUDIT COMMITTEE REPORT


Girls Hostel at Politeknik Kuching, Sarawak

2. TERMS OF REFERENCE

a) CompositionThe Board of Directors shall elect an Audit Committee from amongst themselves (pursuant to a resolution of the Board of Directors)

comprising not less than three members where the majority of them shall be independent non-executive members of the Board.

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 members 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, the Board of Directors shall within three months of

that event, appoint such number of new members as may be required to make up the minimum number of three members.

b) ObjectivesThe primary objectives of the Audit Committee are:

i)

i i)

i i i)

c) Duties and responsibilitiesThe duties and responsibilities of the Audit Committee shall be:

i)

ii)

i i i)

iv)

v)

vi)

vii)

vii i)

d) AuthorityThe Committee is authorized by the Board to investigate any activity within the terms of reference. It is authorized to seek any information

it requires from any employees and all employees are directed to co-operate with any request made by the Committee.

To provide assistance to the Board in fulfi l l ing its fiduciary responsibilities particularly relating to business ethics, policies and

practices and financial management and control.

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.

To maintain through regularly scheduled meetings a direct line of communication between the Board and the external auditors,

internal auditors and management.

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

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.

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

To discuss problems and reservations arising from the interim and final audits, and any matters the auditors may wish to discuss (in

the absence of management where necessary).

To review the internal audit programme, consider the major findings of internal audit investigations and management’s response, and

ensure coordination between the internal and external auditors.

To keep under review the effectiveness of the internal control system, and in particular review the external auditor’s management

letter and management’s response.

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.

To carry out such other functions as may be agreed to by the Audit Committee and the Board of Directors.

- Any changes in accounting policies and practices

- Major judgmental areas

- Significant adjustments resulting from the audit

- The going concern assumption

- Compliance with accounting standards

- Compliance with the stock exchange and legal requirements.



The Committee is empowered by the Board to retain persons having special competence as necessary to assist the Committee in fulfi l l ing

its responsibilities.

e) Meeting and MinutesThe primary objectives of the Audit Committee are:

The Audit Committee shall not hold less than three meetings a year and the quorum for each meeting shall be two 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 2004, the Audit Committee met five times. The details of the attendance of the members

of the Audit Committee are as follows:-

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

i)

ii)

i i i)

iv)

v)

4. INTERNAL AUDIT FUNCTION

During the year 2004, the Company has taken another proactive step to establish an Internal Audit Department as recommended by the

Malaysian Code on Corporate Governance. The department, which was established on 20 August 2004, will provide assistance to the

Audit Committee in the discharge of its duties and responsibilities.

The principal objective of the Internal Audit Department is to ascertain that adequate internal control is maintained in order to safeguard

the assets of the Group and the shareholders’ interest.

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 recommenda-

tions to the Board.

The external auditor’s audit plan and scope for the Company and the Group, the audit report, significant issues raised and manage-

ment responses in relation thereto.

The external auditor’s fees and to recommend their reappointment to the Board.

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

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 plans to address further compliance matters.

1

2

3


Dato’ Hj Sufri Bin Hj Mohd Zin

Rahman Bin Ali

5/5

5/5

5/5

NO AUDIT COMMITTEE ATTENDANCE


After its establishment, the Internal Audit Department conducted a comprehensive audit on sub-contractors’ works order and related

documents which were reviewed by the Audit Committee and the necessary actions have been taken by the management to rectify the

identified weaknesses. The Department also established follow-up audit 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 better contribution to the Group pursuant to

the Audit Charter and Internal Audit Plan which have been approved by the Audit Committee.

5. STATEMENT IN RELATION TO THE ALLOCATION OF SHARE OPTION SCHEME

The Audit Committee noted that the Company has established a Share Option 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 years commencing from 22 June 2004.

The salient terms of the Scheme are as follows:-

i)

ii)

i i i)

iv)

v)

vi)

The option under the Scheme was offered to eligible employees and Directors on 22 June 2004 and 1 September 2004 at an offer

price of RM1.70 per option share.

The Audit Committee progressively reviews the offer made by the Company as to ensure they are made in accordance to the allocation

pursuant to the By-Laws.

During the financial year ended 31 December 2004 the Company has not offered any options to Non-Executive Directors.

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;

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

management;

not more than ten percent (10%) of the Company’s shares available under the Scheme shall be allocated to an individual Director or

eligible employees who either singly or collectively through persons connected to them hold twenty percent (20%) or more of the

issued and paid up capital of the Company;

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

The Scheme shall remain in force for a duration of five years from the effective date of the launch.

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 trading days preceding the date of offer with a discount if any that does not exceed ten percent (10%) from

the five days of the Company’s shares.

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

- has attained at least age of eighteen;

- is employed full time and is on the payroll of the Group;

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

DIRECTORS’ REPORTS ANDAUDITED FINANCIAL STATEMENTS


26

27

31

32

33

34

35

36

37

38

39

40

Corporate Information

Director’s Report

Statement by Directors

Statutory Declaration

Report of the Auditors

Balance Sheets

Income Statements

Statement of Changes in Equity - Group

Statement of Changes in Equity - Company

Cash Flow Statement - Group

Cash Flow Statement - Company

Notes to the Financial Statements


BOARD OF DIRECTORS : Dato’ Hj Sufri Bin Hj Mohd Zin : Abdul Aziz Bin Mohamad : Rahman Bin Ali : Noor Zilan Bin Mohamed Noor : Gen (R) Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin SECRETARIES : Dato’ Tang Swee Guan : Abdul Aziz Bin Mohamed

AUDITORS : Kumpulan Naga Chartered Accountants (M)

BANKERS : EON Bank Berhad Affin Bank Berhad AmFinance Berhad Malayan Banking Berhad Malaysian International Merchant Bankers Berhad United Overseas Bank Berhad RHB Bank Berhad Southern Bank Berhad Bumiputra-Commerce Bank Berhad AmBank Berhad

REGISTERED OFFICE / : Wisma TRC PRINCIPAL PLACE OF BUSINESS 217 & 218, Jalan Negara 2 Taman Melawati 53100 Ulu Klang Selangor Darul Ehsan

CORPORATE INFORMATION


The directors hereby present their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2004.

PRINCIPAL ACTIVITIESThe principal activities of the Company are that of providing corporate, administrative and financial support services to the subsidiaries, investment holding and general contractors supplying labour.

The principal activities of the subsidiaries are construction, manufacturing and trading of construction materials, hiring and servicing of machineries and vehicles and property development.

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

RESULTS

There were no material transfers to or from reserves or provisions during the financial year.

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.

SHARE CAPITALDuring the financial year the Company increased its :-

(a)

(b)

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

DIVIDENDSThe amount of dividends paid by the Company since 31 December 2003 were as follows :-

authorised share capital from RM100,000,000 to RM200,000,000 through the creation of 100,000,000 ordinary shares of RM1 each, and

issued an paid up share capital from RM70,000,000 to RM92,400,000 by way of issuance of 22,400,000 ordinary shares as follows :-

(i)

(i i)

private placement of RM7,000,000 new shares representing up to 10% of the existing issued and paid-up share capital of the Company at an issue price of RM2.30 per share for cash for additional working capital purposes. The share premium arising, after deducting the share issue costs of RM372,270, amounted to RM8,727,730 and this has been credited to the share premium account.

bonus issue of 15,400,000 new shares on the basis of one new ordinary share for every five existing shares held immediately after the Private Placement.

DIRECTORS’ REPORTfor the year ended 31 December 2004

In respect of the financial year ended 31 December 2003 as reported in the

directors' report of that year :

First and final tax exempt dividend of 2.5 sen per share on 92,400,000

ordinary shares, paid on 16 July 2004. 2,310,000

RM

Profit/(loss) after taxation

Minority Interest

Net profit/(loss) for the year

RM

(2,246,190)

-

(2,246,190)

RM

40,503

501

41,004

GROUP COMPANY


DIRECTORS’ REPORT

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 2004, of 1.5% less 28% taxation on 92,400,000 ordinary shares, amounting to a dividend payable of RM997,920 (1.08 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 profits in the financial year ending 31 December 2005.

DIRECTORSThe names of the directors of the Company since the date of the last report and at the date of this report are :-

Dato' Haji Sufri Bin Haji Mohd ZinAbdul Aziz Bin MohamadRahman Bin AliNoor Zilan Bin Mohamed NoorGen. (R) Dato' Seri Mohd Shahrom Bin Dato' Hj Nordin

DIRECTORS' BENEFITSNeither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the Company or any other body corporate.

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 aggre-gate amount of emoluments received or due and receivable by the directors or the fixed salary of a full time employee of the Company) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 35 to the financial statements.

DIRECTORS' INTERESTAccording to the register of directors' shareholding required to be kept under Section 134 of the Companies Act, 1965, the interest 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 :-

By virtue of Dato' Haji Sufri Bin Haji Mohd Zin and Abdul Aziz Bin Mohamad having interests in the Company, they are deemed to be interested in shares of the subsidiaries to the extent the Company has an interest.

EMPLOYEE SHARE OPTION SCHEMEThe Company has established a Share Option 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 years commencing from 22 June 2004.

for the year ended 31 December 2004

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

--

(50,000)

-

12,690,000120,000

-

36,480,000

2,115,00020,000

-

4,080,000

10,575,000100,000

50,000

32,400,000

Direct interest :

Dato' Haji Sufri Bin Haji Mohd ZinAbdul Aziz Bin MohamadNoor Zilan Bin Mohamed Noor

Indirect interest :

Dato' Haji Sufri Bin Haji Mohd Zin #

SOLDBOUGHT

AT

1.1.2004

NUMBER OF ORDINARY SHARES OF RM1 EACH

AT

31.12.2004SHARES IN THE COMPANY


DIRECTORS’ REPORT

The salient terms of the Scheme are as follows :-

(a)

(b)

(c)

(d)

(e)

The option under the Scheme was offered to the eligible employees and Directors on 22 June 2004 and 1 September 2004 at an offer price of RM1.70 per option share.

During the financial year ended 31 December 2004 the Company has not offered any option to the Non-Executive Directors.

OTHER STATUTORY INFORMATION

(a)

(b)

(c)

(d)

(e)


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;

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

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.

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

(i)(i i)(i i i)(iv)

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 trading days preceding the date of offer with a discount if any, that does not exceed ten percent (10%) from the five day of the Company's shares.

Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps :-

(i)

(i i)

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

(i)(i i)

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

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

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

(i)

(i i)

is a confirmed employee or appointed director within the Group;has attained at least age of eighteen;is employed full time and on the payroll of the Group;is under such category and of such criteria that the option committee may from time to time decide.

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; andto ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business have been written down to an amount which they might be expected so to realise.

the amount written off for bad debts or the amount of the provision for doubtful debts inadequate to any substantial extent; andthe values attributed to current assets in the financial statements of the Group and of the Company misleading.

any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; orany contingent liability of the Group and of the Company which has arisen since the end of the financial year.


DIRECTORS’ REPORT

(f)

Auditors

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

On behalf of the Board,

DATO' HAJI SUFRI BIN HAJI MOHD ZINDirector

ABDUL AZIZ BIN MOHAMADDirector

Kuala Lumpur, Malaysia

Date: 27 APRIL 2005


In the opinion of the directors :-

(i)

(i i)

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


PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

We, DATO' HAJI SUFRI BIN HAJI MOHD ZIN and ABDUL AZIZ BIN MOHAMAD, being two of the directors of TRC SYNERGY BHD., do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 34 to 58 are drawn up in accordance with applicable MASB Approved Accounting Standards in Malaysia and the provisions of 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 at 31 December 2004 and of the results and the cash flows of the Group and of the Company for the year then ended.

On behalf of the Board,

DATO' HAJI SUFRI BIN HAJI MOHD ZINDirector

ABDUL AZIZ BIN MOHAMADDirector

Kuala Lumpur, Malaysia

Date: 27 APRIL 2005

STATEMENT BY DIRECTORS


STATUTORY DECLARATION

PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965

I, DATO' HAJI SUFRI BIN HAJI MOHD ZIN, being the director primarily responsible for the financial management of TRC SYNERGY BHD., do solemnly and sincerely declare that the accompanying financial statements set out on pages 34 to 58 are, in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true by virtue of the provisions of the Statutory Declarations Act, 1960.

Before me,

Commissioner for Oaths

Subscribed and solemnly declared by the above named,DATO' HAJI SUFRI BIN HAJI MOHD ZIN at Petaling Jayain the State of Selangor Darul Ehsan on 27 Apr i l 2005

DATO' HAJI SUFRI BIN HAJI MOHD ZIN


REPORT OF THE AUDITORS

TO THE MEMBERS OF TRC SYNERGY BERHAD(Incorporated in Malaysia)

We have audited the financial statements set out on pages 34 to 58.

These financial statements are the responsibility of the Company's directors.

It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for the content of this report.

We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion :-

(a)

(b)

We have considered the financial statements and the auditors' report of a subsidiary company of which we have not acted as auditors, as indicated in Note 11 to the financial statements, being financial statements that have been included in the consolidated financial statements.

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

The auditors' reports on the financial statements of the subsidiaries were not subject to any qualification material to the consolidated financial statements and did not include any comment required to be made under section 174(3) of the Act.

Kumpulan Naga T. Nagarajan C.A.(M),FCCA,FTII,AICMAA.F. No. 0024 No: 824/04/06 (J)Chartered Accountants (M)

Kuala Lumpur, MalaysiaDate: 27 APRIL 2005

the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting Standards in Malaysia so as to give a true and fair view of :-

(i)

(i i)

the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

the financial position of the Group and of the Company as at 31 December 2004 and of the results and the cash flows of the Group and of the Company for the year then ended; andthe matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and


BALANCE SHEETSas at 31 December 2004

The annexed notes form an integral part of these financial statements.

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

7

21

22

FINANCED BY :

Share Capital

Share Premium

Reserve on Consolidation

Exchange Fluctuation Reserve

Retained Profits

Shareholders' Equity

Minority Interest

Deferred Taxation

Hire Purchase and Lease Creditors

Term Loans

NON-CURRENT ASSETS

Property, Plant and Equipment

Investments

Investment in Subsidiaries

Investment in Associate

Expenditure Carried Forward

CURRENT ASSETS

Property development project costs

Inventories

Trade receivables

Other receivables

Gross amount due from customers

Deposits with licensed banks

Cash and bank balances

CURRENT LIABILITIES

Trade payables

Other payables

Hire purchase and lease creditors

Short term borrowings

Taxation

Due to a director

Dividends payable

NET CURRENT ASSETS/(LIABILITIES)

92,400,000

6,213,201

16,540,657

(3,828)

11,497,497

126,647,527

(500)

126,647,027

2,767,633

941,198

40,003,529

170,359,387

41,709,264

4,255,394

-

513,852

925,333

933,246

246,255

106,447,693

5,784,989

97,961,541

45,851,022

3,295,280

260,520,026

46,470,980

4,780,295

2,484,154

75,345,541

8,332,960

147,886

2,666

137,564,482

122,955,544

170,359,387

70,000,000

12,885,471

16,540,657

-

13,766,493

113,192,621

-

113,192,621

3,469,273

2,473,095

371,193

119,506,182

51,745,427

255,394

-

921,586

61,520

6,364,064

264,541

100,899,307

5,556,325

103,025,178

50,288,723

4,568,099

270,966,237

68,104,864

7,881,898

6,183,999

109,431,017

12,646,032

194,647

1,525

204,443,982

66,522,255

119,506,182

92,400,000

6,213,201

-

-

2,595,353

101,208,554

-

101,208,554

-

-

40,000,000

141,208,554

-

4,000,000

136,596,297

-

925,333

-

-

-

66,628

-

-

36,389

103,017

-

395,988

-

-

9,200

8,239

2,666

416,093

(313,076)

141,208,554

70,000,000

12,885,471

-

-

7,151,543

90,037,014

-

90,037,014

-

-

-

90,037,014

-

-

89,999,828

-

61,520

-

-

-

2,000

-

-

22,580

24,580

-

38,189

-

-

9,200

-

1,525

48,914

(24,334)

90,037,014

GROUP COMPANY

AS RESTATED

2003

RM

2003

RM

2004

RM

2004

RM

NOTES


INCOME STATEMENTSfor the year ended 31 December 2004


23

23

24

25

26

26

GROUP COMPANY

Revenue

Cost of Sales

Gross Profit

Other Operating Income

Administration Expenses

Selling Expenses

Other Operating Expenses

Operating Profit/(Loss)

Finance Cost

Share of results of an associated company

Profit on disposal of Property, Plant and Equipment

Profit/(Loss) Before Taxation

Taxation

(Loss)/Profit After Taxation

Minority interest

Net (loss)/profit for the year

- Earnings per share ( sen )

Basic

Diluted

304,438,368

(291,112,923)

13,325,445

1,679,585

(11,834,316)

(63,271)

-

3,107,443

(7,247,253)

(405,182)

4,923,803

378,811

(338,308)

40,503

501

41,004

0.04

0.05

324,683,952

(295,768,077)

28,915,875

1,656,188

(12,410,972)

(201,425)

-

17,959,666

(7,584,387)

1,209,222

1,481,106

13,065,607

(4,381,498)

8,684,109

4

8,684,113

10.17

-

5,268,190

(4,098,153)

1,170,037

6,038

-

-

(1,510,923)

(334,848)

(1,911,342)

-

-

(2,246,190)

-

(2,246,190)

-

(2,246,190)

-

-

9,600,000

-

9,600,000

-

-

-

(480,882)

9,119,118

-

-

-

9,119,118

-

9,119,118

-

9,119,118

-

-

2003

RM

2003

RM

2004

RM

2004

RMNOTES


STATEMENT OF CHANGES IN EQUITY - GROUP for the year ended 31 December 2004


NON-DISTRIBUTABLE DISTRIBUTABLE

At 1 January 2003

As previously reported

Prior year adjustments

As restated

Net profit for the year

Dividend

At 31 December 2003

At 1 January 2004

As previously reported


As restated


Issue of shares

Private Placement

Bonus issue

Share issue costs

Exchange fluctuation reserves

Dividend

At 31 December 2004

16,540,657

-

16,540,657

-

-

16,540,657

16,540,657

-

16,540,657

-

-

-

-

-

-

16,540,657

27

28

27

28

-

-

-

-

-

-

-

-

-

-

-

-

-

(3,828)

-

(3,828)

13,231,911

(6,399,531)

6,832,380

8,684,113

(1,750,000)

13,766,493

20,166,024

(6,399,531)

13,766,493

41,004

-

-

-

-

(2,310,000)

11,497,497

112,658,039

(6,399,531)

106,258,508

8,684,113

(1,750,000)

113,192,621

119,592,152

(6,399,531)

113,192,621

41,004

16,100,000

-

(372,270)

(3,828)

(2,310,000)

126,647,527

EXCHANGE

FLUCTUATION

RESERVES

RM

TOTAL

RM

RETAINED

PROFITS

RM

CAPITAL

RESERVES

RM

12,885,471

-

12,885,471

-

-

12,885,471

12,885,471

-

12,885,471

-

9,100,000

(15,400,000)

(372,270)

-

-

6,213,201

SHARE

PREMIUM

RM

NOTES

70,000,000

-

70,000,000

-

-

70,000,000

70,000,000

-

70,000,000

-

7,000,000

15,400,000

-

-

-

92,400,000

SHARE

CAPITAL

RM


STATEMENTS OF CHANGES IN EQUITY - COMPANY for the year ended 31 December 2004


28

28

At 1 January 2003


Dividend

At 31 December 2003

At 1 January 2004

Net loss for the year

Issue of shares

Dividend

At 31 December 2004

70,000,000

-

-

70,000,000

70,000,000

-

22,400,000

-

92,400,000

12,885,471

-

-

12,885,471

12,885,471

-

(6,672,270)

-

6,213,201

(217,575)

9,119,118

(1,750,000)

7,151,543

7,151,543

(2,246,190)

-

(2,310,000)

2,595,353

82,667,896

9,119,118

(1,750,000)

90,037,014

90,037,014

(2,246,190)

15,727,730

(2,310,000)

101,208,554

SHARE

PREMIUM

RM

TOTAL

RM

RETAINED

PROFIT

RM

SHARE

CAPITAL

RM

NOTES


CASH FLOW STATEMENTS - GROUPfor the year ended 31 December 2004

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation

Adjustments for :-

Amortisation of expenditure carried forward

Exchange reserve arising due to retranslation of financial statements in foreign currency

Depreciation

Gain on disposal of property, plant and equipment

Share of results of an associated company

Interest expense

Interest income

Property, plant and equipment written off

Realisation of unrealised profit on development activities

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES

Gross amount due from customers

Inventories

Receivables

Payables

Directors' account

Property development project costs

Cash (used in)/generated from operations

Taxation paid

Interest paid

Interest received

Net cash (used in)/generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment

Purchase of property, plant and equipment

Proceeds from disposal of property, plant and equipment

Acquisition of subsidiary net of cash acquired

Net cash generated from/(used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Fixed deposits

(Repayment of)/Proceeds from short term borrowings

Proceeds from issue of shares

Repayment of term loans

Expenditure carried forward

Repayment of hire purchase creditors

Dividend paid

Net cash generated from/(used in) financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

Cash and cash equivalents at end of year comprise the following :-


Bank overdrafts

29

378,811

116,667

(3,828)

8,369,189

(4,923,803)

405,182

4,753,030

(1,384,237)

14,527

(49,788)

7,675,750

5,063,637

18,286

(5,777,050)

(24,735,487)

(46,761)

5,480,606

(12,321,019)

(5,350,468)

(4,753,030)

1,384,237

(21,040,280)

(4,000,000)

(1,856,238)

8,432,488

1

2,576,251

4,437,701

(28,991,380)

15,727,730

39,577,150

(980,480)

(5,231,742)

(2,308,859)

22,230,120

3,766,091

(50,076,081)

(46,309,990)

3,295,280

(49,605,270)

(46,309,990)

13,065,607

-

-

9,401,735

(1,481,106)

(1,209,222)

6,639,664

(1,269,965)

176,458

(5,924,751)

19,398,420

(11,133,411)

269,401

(20,301,808)

23,911,526

180,000

10,633,638

22,957,766

(3,402,018)

(6,639,664)

1,269,965

14,186,049

-

(6,811,293)

3,389,999

4

(3,421,290)

(15,567,760)

2,408,291

-

(331,182)

(61,520)

(7,035,658)

(1,748,475)

(22,336,304)

(11,571,545)

(38,504,536)

(50,076,081)

4,568,099

(54,644,180)

(50,076,081)

2003

RM

2004

RM

NOTES



CASH FLOW STATEMENTS - COMPANYfor the year ended 31 December 2004

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss)/profit before taxation

Adjustments for :-

Amortisation of expenditure carried forward

Operating (loss)/profit before working capital changes

Working Capital Changes :-

Receivables

Payables

Directors' account

Net cash (used in)/generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment

Acquisition of subsidiary companies

Advances to subsidiary companies

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Dividend paid

Proceeds from share issue

Expenditure carried forward

Term loans

Net cash generated from/(used in) financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

(2,246,190)

116,667

(2,129,523)

(64,628)

357,799

8,239

(1,828,113)

(4,000,000)

(8,239)

(46,588,230)

(50,596,469)

(2,308,859)

15,727,730

(980,480)

40,000,000

52,438,391

13,809

22,580

36,389

9,119,118

-

9,119,118

-

14,803

-

9,133,921

-

-

(7,321,427)

(7,321,427)

(1,748,475)

-

(61,520)

-

(1,809,995)

2,499

20,081

22,580

2003

RM

2004

RM



1. CORPORATE INFORMATIONThe principal activities of the Company are that of investment holding, general contractors supplying labour and providing corporate, administrative and financial support services to the subsidiaries.

The principal activities of the subsidiaries are disclosed in Note 11 to the financial statements.

The number of employees of the Group as at year end were 604 (2003 : 907).

The number of employees of the Company as at year end was 90 (2003: 6).

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

The registered office and the principal place of business of the Company are located at :-

Wisma TRC217 & 218, Jalan Negara 2,Taman Melawati,53100 Ulu Klang,Selangor Darul Ehsan.

2. PRINCIPAL ACCOUNTING POLICIESThe financial statements of the Group and of the Company have been prepared in accordance with applicable Approved Accounting Standards issued by the Malaysian Accounting Standards Board (MASB) and comply with the provisions of the Companies Act, 1965. The principal accounting policies of the Group are as follows:-

(a)

(b)

(c)

(d)

Basis of Preparation of Financial StatementsThe financial statements of the Group and of the Company are prepared under the historical cost convention except for revaluation of certain properties included under property, plant and equipment.

Basis of ConsolidationThe consolidated financial statements include the financial statements of the Company and all its subsidiaries made up to 31 December. Subsidiar-ies are those companies in which the Group has the power to exercise control over the financial and operating policies so as to obtain benefits from their activities. Subsidiaries are consolidated using the acquisition method of accounting under which the results of subsidiaries acquired or disposed of are included in the consolidated financial statements from the date of acquisition or up to the date of disposal. Goodwill or reserve on consolidation represents the difference between the consideration paid for the shares in the subsidiaries and the fair value of attributable net assets acquired, as applicable.

Goodwill arising on consolidation is reflected in the consolidated balance sheet. The carrying amount of such goodwill is assessed in the year it arises, and periodically, including when economic conditions indicate that the carrying amount may be impaired. To the extent deemed impaired, such goodwill is written off by a charge to the income statement. All intercompany transactions, balances and unrealised gains or transactions between the companies within the Group are eliminated. The reserve on consolidation represents the excess of the share of assets of subsidiary companies on acquisition date over the consideration paid for their acquisition.

Subsidiary CompaniesSubsidiaries are those companies in which the Group has a long term equity interest and where it has power to exercise control over the financial and operating policies so as to obtain benefits therefrom.

Investments in subsidiary companies are stated in the financial statements of the Group at cost unless, in the opinion of the directors, there has been a permanent diminution in value, in which case an appropriate provision is made.

Associated CompanyAssociate is a company in which the Group has a long term equity interest and where it exercises significant influence over the financial and operat-ing policies.

NOTES TO THE FINANCIAL STATEMENTS31 December 2004


(e)

(f)

(g)

(h)

(i)

(j)

Investments in associate are accounted for in the consolidated financial statements by the equity method of accounting based on the audited or management financial statements of the associate. Under the equity method of accounting, the Group's share of profits less losses of associates during the year is included in the consolidated income statement. The Group's interest in associates is carried in the consolidated balance sheet at cost plus the Group's share of post-acquisition retained profits or accumulated losses and other reserves as well as goodwill on acquisition.

Unrealised gains on transactions between the Group and the associate are eliminated to the extent of the Group's interest in the associate. Unrealised losses are eliminated unless cost cannot be recovered.

Long Term InvestmentsLong term investments are stated at cost unless in the opinion of the directors there has been a permanent diminution in value, in which case provision is made for the diminution in value.

Property, Plant and EquipmentProperty, plant and equipment are stated at cost modified by the revaluation of certain land and buildings, less accumulated depreciation and amortisation.

Freehold land is not depreciated. Leasehold land is amortised over the period of leases ranging from 55 - 99 years.

Depreciation on other property, plant and equipment is calculated on the original cost or subsequent valuation of the property, plant and equipment and is charged on a straight line basis at varying rates to write off the cost of each asset to its residual value over the estimated useful life. The principal annual depreciation rates applied are as follows:-

BuildingsMotor vehiclesPlant and machineryOffice equipmentFurniture and fittingsRenovationTelecommunication equipmentComputers

Leased and Hired AssetsAssets acquired under finance leases and hire purchase arrangements which in substance transfer substantially all the risks and benefits of owner-ship of the assets to the Company are capitalised as property, plant and equipment. The property, plant and equipment and corresponding lease obligations are recorded at the lower of the net present value of minimum lease payments or the fair value of the lease assets at the beginning of the respective lease terms. Leases and hire assets which do not meet such criteria are classified as operating lease.

Finance charge of finance leases and hire purchase are charged to the income statement over the period of hire purchase or lease.

Rental payable under operating leases are accounted for in the income statement on a straight line basis over the periods of the respective leases.

InventoriesInventories are valued at the lower of cost and net realisable value. Cost comprises the cost of purchase plus the cost of bringing the inventories to its present condition.

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

Development PropertiesDevelopment properties include all expenditure directly related to development together with an appropriate portion of other indirect expenses and are stated at the lower of cost and net realisable value.

ReceivablesReceivables are carried at their anticipated realisable values.

2%20%10%20%10%10%20%20%



(k)

(l)

(m)

(n)

(o)

(p)

Bad debts are written off in the year in which they are considered irrecoverable and provision is made for specific doubtful debts, if any.

Land Held For DevelopmentLand held for development include all expenditure directly related to development together with an appropriate portion of other indirect expenses and are stated at cost.

PayablesPayables are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group.

Foreign Currency Translation

(i)

(i i)

Income TaxIncome 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, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductable 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 liabilty in a transac-tion 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 in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, 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 negative goodwill.

Cash and Cash EquivalentsFor the purposes of the cash flow statement, cash and cash equivalents include cash on hand and at bank, deposits at call and short term highly liquid investments which have an insignificant risk of changes in value, net of outstanding bank overdrafts.

Revenue RecognitionRevenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of the revenue can be measured reliably.

(i)

(i i)

Foreign Currency TransactionForeign currency assets and liabilities are translated to Ringgit Malaysia at the rates of exchange ruling at the balance sheet date and profit and loss items, where applicable, are converted at rates ruling on the transaction dates. Differences on exchange are taken to the income statement.

Foreign EntitiesFinancial statements of foreign consolidated subsidiaries are translated at year-end exchange rates with respect to the assets and liabilities, and at exchange rates at the dates of the transactions with respects to the income statement. All resulting translation differences are recog-nised in equity.


Dividend IncomeDividend income from long-term investments and, in respect of the Company, from subsidiaries and associated companies, is recognised in the income statement upon the right to receipt of such dividends being established.

Construction ContractContract revenue is recognised by reference to the stage of physical completion of the contract. Contract revenue and costs are recognised as revenue and expense in the income statement in the accounting period in which the work is performed. The contract revenue is matched with the contract costs incurred in reaching the stage of completion, resulting in the reporting of revenue, expenses and profit which can be attributed to the proportion of work completed. Profits expected to be realised on construction contracts are based on estimates of total revenue and costs at completion. These estimates are reviewed and revised periodically throughout the lives of the construction contracts


(q)

(r)

(s)

(i i i)

(iv)

ImpairmentAt each balance sheet date, the Group 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 indica-tions 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 of 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.

Financial InstrumentsFinancial instruments carried in the balance sheet include cash and bank balances, investments, inventories, receivables, payables, leases and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements for the relevant item. The 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 assets and settle the liability simultaneously.

Construction ContractsConstruction work in progress which is stated at cost plus attributable profits less anticipated losses and progress bill ings is shown as amount due from customers.

The excess of progress bill ings over cost plus attributable profits less anticipated loses is shown as amount due to customers.

Costs consist of direct materials, direct labour, direct overhead, sub-contract charge and attributable expenses.


and adjustment to the profits resulting from such revisions are recorded in the accounting period in which the revisions are made. If estimates of costs to complete the construction contract indicate losses, provision is made for the full losses anticipated in the period in which they are identified.

Sale of GoodsRevenue on sales of goods is recognised upon the transfer of risks and rewards.

Interest Income / Rental Income / Management FeeInterest income, rental income and management fee are recognised on an accrual basis.


3. SHARE CAPITAL

During the financial year, the issued and paid up share capital of the Company was increased from RM70,000,000 to RM92,400,000 by way of :-

(i)

(i i)

The new ordinary shares shall rank pari passu in all respects with the existing ordinary shares of the Company.

4. SHARE PREMIUM

5. RETAINED PROFITSThe Company has tax exempt profits available for distribution of approximately RM5,242,666 (2003:RM7,551,525), subject to the agreement of the Inland Revenue Board.

The Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 to frank the payment of dividends of approximately RM1,080,000 (2003:RMNil) out of its retained profits without incurring additional tax liability.

issue of 7,000,000 new ordinary shares of RM1.00 each through a Private Placement at an issue price of RM2.30 per share for cash for additional working capital purposes. The share premium arising, after deducting the share issue costs of RM372,270, amounted to RM8,727,730 and this has been credited to the share premium account.

Capitalisation of RM15,400,000 from the share premium account for 15,400,000 bonus shares on the basis of one bonus share for every five existing ordinary shares of RM1.00 each after the Private Placement.


Authorised:-

Ordinary shares of RM1.00 each

At 1 January

Created during the year

At 31 December

Issued and fully paid :-

Ordinary shares of RM1.00 each

At 1 January

Issued during the year

At 31 December

100,000,000

100,000,000

200,000,000

70,000,000

22,400,000

92,400,000

100,000,000

-

100,000,000

70,000,000

-

70,000,000

2003

RM

2004

RM

GROUP AND COMPANY

Balance as at 1 January

Arising from shares issued :-

- On private placement at a premium of RM1.30

- Share issue costs

Capitalisation of bonus issue

Balance as at 31 December

12,885,471

8,727,730

(15,400,000)

6,213,201

12,885,471

-

-

-

12,885,471

2003

RM

2004

RM

GROUP AND COMPANY

RM 9,100,000

RM (372,270)


6. DEFERRED TAXATION

7. HIRE PURCHASE AND LEASE CREDITORS

8. TERM LOANS

The term loans bear :-

i) interest at a rate of approximately 1.5% (2003: 1.5%) above the bank's base lending rate and is secured by freehold land and building belonging to the subsidiary company and is jointly and severally guaranteed by the directors of the subsidiary company. The term loan is repayable by way of 60 equal monthly instalments of RM29,855 inclusive of interest, with the repayments commenced from November 2000.


At beginning of financial year, as previously stated


- over provision in prior years

At beginning of financial year, as restated

Transfer to income statement (Note 25)

At end of financial year

-

-

3,469,273

(701,640)

2,767,633

3,921,338

(452,065)

3,469,273

-

3,469,273

2003

RM

2004

RM

GROUP

AS RESTATED

Portion repayable not later than 1 year

Portion repayable later than 1 year and not later than 5 years

2,484,154

941,198

3,425,352

6,183,999

2,473,095

8,657,094

2003

RM

2004

RM

COMPANY

a)

b)

Total

Term loans - secured

Less :

Term loan - unsecured

Due within 12 months

included in short term

borrowings ( Note 21 )

-

-

-

40,000,000

40,000,000

-

-

-

-

-

2003

RM

2004

RM

723,597

(352,404)

371,193

-

371,193

2003

RM

300,747

(297,218)

3,529

40,000,000

40,003,529

2004

RM

COMPANYGROUP



ii)

ii i)

9. PROPERTY, PLANT AND EQUIPMENT

(a)

interest at the rate of 6.5% (2003:6.5%) per annum on a monthly rest basis as prescribed under the "Tabung Industri Kecil dan Serderhana" and is repayable by way of equal monthly instalments, commenced from December 2000. The facility is secured by a fixed deposit placed with a licensed bank as disclosed in Note (18) to the financial statements, a joint and several guarantee by the directors of the subsidiary company and a legal charge over leasehold land belonging to a subsidiary company.

interest at a rate of 8.15% per annum and is repayable in one lump sum on the last day of the Tenor of the Facility (ie : Not exceeding five years commencing from date of the Advance of the Facility which is 3 June 2004.

RevaluationCertain freehold and leasehold land and 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 :-

Freehold land

Freehold buildings

Leasehold land and buildings

1,730,490

1,372,800

1,637,021

4,740,311

1,730,490

1,404,000

4,372,563

7,507,053

2003

RM

2004

RM

105,920,056

1,856,238

(11,878,137)

95,898,157

54,174,629

8,369,189

(8,354,925)

54,188,893

41,709,264

51,745,427

4,835,200

-

(80,460)

4,754,740

-

-

-

-

4,754,740

4,835,200

3,035,160

120,440

-

3,155,600

-

-

-

-

3,155,600

3,035,160

68,442,356

399,120

(8,500,112)

60,341,364

37,360,108

6,015,620

(6,947,737)

36,427,991

23,913,373

31,082,248

16,658,814

1,039,910

(1,377,382)

16,321,342

11,922,172

1,709,932

(1,223,469)

12,408,635

3,912,707

4,736,642

3,817,393

214,379

(20,183)

4,011,589

2,982,759

331,490

(19,021)

3,295,228

716,361

834,634

698,178

3,200

-

701,378

500,390

53,868

-

554,258

147,120

197,788

1,384,461

79,189

-

1,463,650

797,843

144,952

-

942,795

520,855

586,618

69,944

-

-

69,944

61,903

3,547

-

65,450

4,494

8,041

1,250

-

-

1,250

438

250

-

688

562

812

3,850,000

-

(1,900,000)

1,950,000

271,957

46,984

(164,698)

154,243

1,795,757

3,578,043

3,127,300

-

-

3,127,300

277,059

62,546

-

339,605

2,787,695

2,850,241

At 1 January 2004

Additions

Disposals

At 31 December 2004

Accumulated

Depreciation

At 1 January 2004

Depreciation charge for

the year

Disposals

At 31 December 2004

Net Book Value

At 31 December 2004

At 31 December 2003

TELECOM-

MUNICATION

EQUIPMENT

RM

TOTAL

RM

COMPUTERS

RM

CAPITAL

WORK-IN

PROGRESS

RM

BUILDINGS

RM

LEASEHOLD

LAND AND

BUILDINGS

RM

FREEHOLD

LAND

RM

COST RENOVATION

RM

FURNITURE

AND

FITTINGS

RM

OFFICE

EQUIPMENT

RM

MOTOR

VEHICLES

RM

PLANT

AND

MACHINERY

RM



Plant and machinery

Motor vehicle

11,568,341

3,636,960

15,205,301

18,305,707

4,526,631

22,832,338

2003

RM

2004

RM

(b)

(c)

10. INVESTMENTS

11. INVESTMENT IN SUBSIDIARIES

The details of the subsidiary companies are as follows :-

At Cost:

- Shares quoted in Malaysia

- Corporate membership

- Subordinated bonds

Market value

- Shares quoted in Malaysia

-

-

-

-

-

-

-

4,000,000

4,000,000

-

2004

RM

111,394

144,000

-

255,394

13,477

2003

RM

2003

RM

111,394

144,000

4,000,000

4,255,394

15,337

2004

RM

COMPANYGROUP

SecurityCertain land and buildings with a net carrying value of RM6,851,465 (2003:RM8,178,675) have been charged to financial institutions as security for various credit facilities granted to a subsidiary company.

A leasehold land with a net book value of RM529,457 (2003: RM537,597) has been pledged to a financial institution for borrowing facility granted to a subsidiary company.

Assets acquired under hire purchase and lease arrangementsThe net book value of property, plant and equipment of the subsidiary company acquired under hire purchase and lease arrangements are as follows :-

Unquoted shares, at cost

Amount due from subsidiary companies

54,457,020

82,139,277

136,596,297

54,448,781

35,551,047

89,999,828

2003

RM

2004

RM

COMPANY


***

12. INVESTMENT IN ASSOCIATEDetails of the Associated Company are as follows :-

The following amounts represent the Group's share of the assets, liabilities, revenue and expenses of the Associated Company :-


Andaman Budi Sdn. Bhd. Property development Malaysia 40 40

2003

%

2004

%

COUNTRY OF INCORPORATIONPRINCIPAL ACTIVITYNAME

PERCENTAGE OF EQUITY

Unquoted shares, at cost

Share of post - acquisition profit

200,000

313,852

513,852

200,000

721,586

921,586

2003

RM

2004

RM

GROUP

Property, plant and equipment

Current assets

Current liabilities

Long term liabilities

Net assets

Revenue

(Loss)/Profit before taxation

Taxation

(Loss)/Profit after taxation

11,122

12,972,198

(12,469,468)

-

513,852

3,064,390

(405,182)

(2,552)

(407,734)

28,498

9,372,967

(8,479,184)

(695)

921,586

7,984,706

1,209,222

(287,636)

921,586

2003

RM

2004

RM

GROUP

Audited by another firm of auditors.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.

Trans Resources Corporation Sdn. Bhd.

TRC Development Sdn. Bhd.

TRC Concrete Industries Sdn. Bhd.

TRC-PDI JV Sdn. Bhd.

TRC Infra Sdn. Bhd.

* TRC Construction (Sarawak) Sdn. Bhd.

TRC Construction India Pte Ltd

** TRC International Pte Ltd

100

100

100

60

-

100

-

-

Construction activities.

Property development.

Manufacture of ready mixed

concrete.

Construction.

Dormant Construction.

Dormant Construction.

Construction.

Investment Holding.

PRINCIPAL ACTIVITIESEFFECTIVE INTEREST (%)COUNTRY OF

INCORPORATION

2003

100

100

100

60

90

100

100

100

2004

Malaysia

Malaysia

Malaysia

Malaysia

Malaysia

Malaysia

India

Malaysia



13. EXPENDITURE CARRIED FORWARD

Expenditure carried forward represents professional fees incurred in connection with the corporate exercises undertaken by the Company. This will be set off against the share premium account upon completion of the corporate exercises.

14. PROPERTY DEVELOPMENT PROJECT COSTS

15. INVENTORIES

16. TRADE RECEIVABLESIncluded in the trade receivables are related company balances and retention sums as follows :-

Brought forward

- Land

- Development costs

Incurred during the year

- Land

- Development costs

Recognised in income statement

Brought forward

Current year

13,384,152

5,456,595

18,840,747

63,347

16,323,065

35,227,159

(7,767,796)

(21,095,299)

6,364,064

13,447,499

21,779,660

35,227,159

37,294

8,610,776

43,875,229

(28,863,095)

(14,078,888)

933,246

2004

RM

2003

RM

GROUP

At Cost :

Construction materials

Raw materials

196,801

49,454

246,255

234,042

30,499

264,541

2003

RM

2004

RM

GROUP

Expenditure carried forward 925,333 61,520

2003

RM

2004

RM

GROUP/COMPANY



The retention sums are subject to satisfactory completion of the respective project defect liability periods.

The Group's normal trade credit term ranges from 30 to 90 days. Other credit terms are assessed and approved on a case-by-case basis.

17. GROSS AMOUNT DUE FROM CUSTOMERS

Included in progress bill ings are retention monies totalling RM696,434 (2003: RM Nil).

18. FIXED DEPOSITSThe fixed deposits are placed with licenced financial institutions and have been charged to secure credit facilities granted to the subsidiary companies by the financial institutions.

19. CASH AND BANK BALANCESIncluded in the cash and bank balances of the Group are amounts of RM131,485 (2003: RM2,016,980) held pursuant to Section 7A of the Housing Development ( Control and Licensing ) Act 1966, and therefore restricted from use in other operations.

20. TRADE PAYABLESThe normal trade credit terms granted to the Group range from 30 to 90 days.

21. SHORT TERM BORROWINGS

Costs incurred to date

Add: Attributable (losses)/profits

Less: Progress bill ings received and receivable

1,059,944,284

(28,811)

1,059,915,473

(961,953,932)

97,961,541

810,252,800

16,116,595

826,369,395

(723,344,217)

103,025,178

2003

RM

2004

RM

GROUP

Amount due from an associated company

Amount due (to)/from a joint venture activity

Retention sums

21,585,931

(5,225)

14,037,388

35,618,094

16,650,041

(2,971)

15,491,010

32,138,080

2003

RM

2004

RM

GROUP



Secured:

Bankers acceptance

Bank overdrafts

Revolving credit facility

Medium term credit

Bridging loan

Domestic factoring facilities

Overdraft non chequing

Revolving term loan

Term loan repayable not later than one year

13,518,000

25,549,694

5,000,000

5,854,842

-

52

24,055,576

1,070,159

75,048,323

297,218

75,345,541

45,904,000

26,934,066

5,000,000

-

556,898

604,355

27,710,114

2,369,180

109,078,613

352,404

109,431,017

2003

RM

2004

RM

GROUP

(a)

(b)

(c)

(d)

(e)

(f)

22. AMOUNT DUE TO A DIRECTORThe amount due to a director is unsecured, interest free and has no fixed terms of repayment.

Bank OverdraftsThe bank overdrafts of the subsidiary companies are subject to interest at rates ranging from 1.25% to 2.5% (2003: 1.25% to 2.5%) per annum above the banks' base lending rates and are secured by fixed and floating charges over the subsidiary companies present and future assets, certain fixed deposits, freehold land and assignment of certain contract receipts of the subsidiary companies and a joint and several guarantee by the directors of the subsidiary companies and a corporate guarantee by a subsidiary company.

Revolving Credit FacilityThe revolving credit facility is subject to interest at the rate of 1.25% (2003: 1.25%) above the Kuala Lumpur Inter-Bank Offer Rates (KLIBOR) and is secured by assignment of contract by way of Letter of Undertaking from the Awarder to remit all proceeds and personal guarantee of a directors of a subsidiary company.

Bankers AcceptanceThe bankers acceptances are subject to commission at rates of approximately 1.0% to 2.0% (2003: 1.0% to 2.0%) over the B.A. rate and are secured by fixed and floating charges over the subsidiary companies present and future assets, certain fixed deposits, freehold land and leasehold properties belonging to the subsidiary company, a joint and several guarantee by the directors' of the subsidiary companies and a corporate guarantee by a subsidiary company.

Bridging LoanThe bridging loan is subject to interest at the rate of 1.5 % (2003: 1.5%) per annum above the bank's base lending rate and is secured by a property belonging to a subsidiary company and a personal guarantee by a director of the subsidiary company.

Other Short Term Trade FacilitiesThe medium term credit is subject to a commission of 0.1% per month and the domestic factoring facility is subject to charges at a rate of 9.9% (2003: 9.9%) per annum above the bank's base lending rate. The non chequing overdraft facility bears interest at a rate of 1.5% (2003:1.5%) per annum above the bank's base lending rate. The facilities are jointly and severally guaranteed by the directors of the subsidiary company.

Revolving Term LoanThe revolving term loan is subject to charges at a rate of 1.75% per annum above the bank's base lending rate and are secured by a corporate guarantee from the holding company, the assignment of certain contract receipts and project account, the project sinking fund account, certain fixed deposits of a subsidiary company placed with licensed financial institution and personal guarantee by a director of the subsidiary company.


23. REVENUE AND COST OF SALESRevenue of the Group represents recognised contract revenue, sale of construction materials, hiring of machineries and motor vehicles, property development and supply of labour.

Turnover of the Company comprises management fee and supply of labour.

Cost of sales of the Group consists of direct materials, direct labour, direct overhead, sub-contract charges and other directly attributable expenses.

Cost of sales of the Company represents labour charges incurred in relation to the turnover generated.

24. PROFIT/(LOSS) BEFORE TAXATION

25. TAXATION

The effective tax rate is significantly higher from the statutory rate due to certain expenses are disallowed for taxation purposes.

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 Company is as follows :-


After charging :-

Amortisation charges

Directors' remuneration

Auditors' remuneration

- current year

- prior year overprovision

Bank overdraft interest

Term loan interest

Hire purchase and lease interest

Bankers acceptance interest

Loan interest - others

Depreciation of property, plant and equipment

Property, plant and equipment written off

Rental of premises

Preliminary expenses written off

Rental of vehicle and heavy machinery

Interest income

Gain on disposal of property, plant and equipment

Rental of vehicle

-

52,000

12,000

(700)

-

-

-

-

-

-

-

-

-

-

-

-

-

116,667

75,000

12,000

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2004

RM

-

315,500

80,700

(700)

1,626,958

106,189

1,534,231

1,338,706

2,033,580

9,401,735

176,458

622,300

2,300

92,761

(1,269,965)

(1,481,106)

(7,700)

2003

RM

2003

RM

116,667

843,758

75,000

-

1,514,759

29,909

1,092,452

727,087

1,388,823

8,369,189

14,527

700,612

-

84,208

(1,384,237)

(4,923,803)

-

2004

RM

THESE ARE STATED AFTER CHARGING/(CREDITING) :-

COMPANYGROUP

Provision for the year

Real property gain tax

Overprovision in prior years

Transfer to/(from) deferred taxation (Note 6)

Share of associated company's taxation

-

-

-

-

-

-

-

-

-

-

-

-

2004

RM

(3,274,354)

-

-

(819,508)

(287,636)

(4,381,498)

2003

RM

2003

RM

(1,352,603)

(35,026)

350,233

701,640

(2,552)

(338,308)

2004

RM

COMPANYGROUP


26. EARNINGS PER SHARE

(a)

(b)

*


Basic earnings per shareBasic earnings per share of the Group has been computed by dividing the profit attributable to shareholders by the weighted average number of shares in issue during the year. For the purpose of this computation, the number of shares repurchased, if any, has been excluded from the weighted average number of shares in issue.

Fully diluted earnings per shareFully diluted earnings per shares is calculated by dividing the profit attributable to shareholders by the weighted average number of ordinary shares outstanding during the year, adjusted for the effects of dilutive options, i.e. assuming the exercise of all options issued on the earliest date they became exercisable

As the diluted earnings per share for the year ended 31 December 2004 exceeds the basic earnings per share, the anti-dilutive effect is ignored.

Profit before taxation

Taxation at Malaysian statutory rate of 28% (2003: 28%)

Overprovided in prior years

Real property gain tax

Effect of income not subject to tax

Expenses not deductible for tax purposes

Differential tax rate for small and medium scale companies

Tax expense for the year

13,065,607

(2,151,044)

-

-

(683,076)

(1,547,378)

-

(4,381,498)

378,811

(902,665)

350,233

(35,026)

428,956

(201,590)

21,784

(338,308)

2004

RM

2003

RM

GROUP

Profit after taxation and minority interests

Weighted average number of ordinary shares in issue

Basic earnings per share (sen)

8,684,113

85,400,000

10.17

41,004

91,328,962

0.04

2004

RM

2003

RM

GROUP

Profit after taxation and minority interests

Weighted average number of ordinary shares in issue

Adjustment for share options

Weighted average number of ordinary shares for diluted earning per share

Diluted earnings per shares (sen)

8,684,113

85,400,000

-

-

-

41,004

91,328,962

(866,250)

90,462,712

0.05 *

2004

RM

2003

RM

GROUP


27. PRIOR YEARS ADJUSTMENTSThis represents tax liability resulted from the re-assessment of a subsidiary company's tax in respect of prior years by the Inland Revenue Board.

28. DIVIDENDS

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 2004, of 1.5% less 28% taxation on 92,400,000 ordinary shares, amounting to a dividend payable of RM997,920 (1.08 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 profits in the financial year ending 31 December 2005.

29. ACQUISITION OF SUBSIDIARY COMPANIESDuring the financial year, the Company acquired TRC Infra Sdn. Bhd., TRC Construction India Pte Ltd and TRC International Pte Ltd. The fair value of the assets acquired and liabilities assumed are as follows :-

29. CAPITAL COMMITMENT


First and final tax exempt dividend of 2.5 sen per share. 2.52.5

2004

Sen

1,750,000

2003

RM

2003

Sen

2,310,000

2004

RM

NET DIVIDENDS PER SHAREAMOUNT


Minority interest

Net assets acquired

Goodwill on consolidation

Total purchase consideration

Cash and cash equivalents of subsidiaries

Net cash on acquisition of subsidiaries

12

(4)

8

-

8

(12)

(4)

8,240

(1)

8,239

-

8,239

(8,240)

(1)

2004

RM

2003

RM

Approved and contracted for 2,004,8401,881,400

2004

RM

2003

RM

GROUP


31. FINANCIAL INSTRUMENTSFinancial Risk Management Objectives and Policies

The Group's financial risk management policies seek to ensure that adequate financial resources are available for the development of the Group's business whilst managing its credit, interest rate, exchange rate and liquidity risks. The Group operates within clearly defined guidelines that are approved by the Board and the Group's policy is not to engage in speculative transactions.

(a)

(b)

(c)

(d)

(e)


Financial Assets

Marketable securities 15,337111,00010

CARRYING AMOUNT

RM

NOTE FAIR VALUE

RM

GROUP

Credit RisksCredit risk, or the risk of counter parties defaulting, are controlled by the application of credit approval, limits and monitoring procedures. Trade receivables are monitored on an ongoing basis via Group management reporting procedures.

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

Interest Rate RisksThe Group is exposed to interest rate risk through the impact of rate changes on credit facilities. The Group manages its interest rate risk through the use of both fixed and floating rate debt and derivative financial instruments.

Liquidity RisksThe Group practices prudent liquidity risk management to minimise the mismatch of financial assets and liabilities and to maintain sufficient credit facilities for contingent funding requirement of working capital.

Exchange Rate RisksThe Group operates internationally and is exposed to Indian Rupee. Foreign currency denominated assets and liabilities together with expected cash flows from highly probable purchases and sales give rise to foreign exchange exposures.

Fair ValuesThe aggregate value of financial assets and financial liabilities which are not carried at fair value on the balance sheets of the Group and of the Company are represented as follows :-

The carrying amounts of financial assets and liabilities are approximate their fair values due to the relatively short-term maturity of these financial instruments.


32. SEGMENTAL INFORMATION

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

33. CONTINGENT LIABILITIES

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


Investment holding

Construction activity

Property development

Hiring of motor vehicle and machinery

Manufacturing and retailing in ready mixed concrete

Retailing of construction materials

Supply of labour

Others

Group's share of profit of an associated company

Consolidated adjustments

86,100

238,805,213

18,128,742

4,712,833

1,426,488

57,240,968

3,053,363

496,457

-

323,950,164

-

323,950,164

973,563

232,102,440

6,543,696

4,457,038

1,105,191

58,678,344

4,054,786

8,810

-

307,923,868

-

307,923,868

2004

RM

9,119,118

2,903,680

2,584,557

17,943

(526,355)

694,532

435,308

2,852

1,209,222

16,440,857

(3,375,250)

13,065,607

2003

RM

2003

RM

(434,896)

558,025

2,714,766

(30,753)

(231,732)

78,993

(1,811,294)

(108,904)

(405,182)

329,023

49,788

378,811

2004

RM

TOTAL ASSETS EMPLOYED

PROFIT/(LOSS)

BEFORE TAXATION

9,600,000

246,274,203

30,553,796

4,835,937

1,177,767

58,992,465

5,146,074

492,784

-

357,073,026

(32,389,074)

324,683,952

2003

RM

1,020,000

245,144,922

16,982,769

4,096,605

607,447

59,020,977

4,248,190

307,893

-

331,428,803

(26,990,435)

304,438,368

2004

RM

REVENUE

Secured

Bank guarantees

Performance bond

Advance bond

Design bond

Tender bond

Supplier / Maintenance / Security

6,577,423

6,352,204

380,000

-

3,625,000

16,934,627

10,744,944

16,352,204

-

2,170,250

3,879,776

33,147,174

2004

RM

35,444,124

6,352,204

380,000

105,000

5,823,250

48,104,578

2003

RM

2003

RM

33,431,770

16,352,204

-

2,170,250

4,674,526

56,628,750

2004

RM

COMPANYGROUP



34. STAFF COSTS

Staff costs of the Group and the Company include directors' remuneration, salaries, bonus, contributions to Employees' Provident Fund and all other staff related expenses.

35. SIGNIFICANT RELATED PARTY TRANSACTIONS

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.

Group

Dividend payable to holding company

Management fee charged by holding company

Contract income on a housing development activity from a subsidiary company

Purchase of construction materials from a subsidiary company

Contract labour supplied by a subsidiary company

Rental of motor vehicle from a subsidiary company

Sub-contractors cost charged by a subsidiary company

Contract income on a housing development activity from an associated company

Management fee receivable from a subsidiary company

Contract labour supplied by holding company

Company

Dividend income from a subsidiary company

Management fee from a subsidiary company

Supply of labour to a subsidiary company

9,300,000

300,000

16,182,145

1,259,499

5,146,387

7,700

190,380

9,723,081

-

-

9,300,000

300,000

-

-

1,020,000

10,233,559

702,101

-

-

10,786,585

4,531,000

934,645

4,248,190

-

1,020,000

4,248,190

2004

RM

2003

RM

Unsecured

Corporate guarantee

Corporate guarantees given to banks for credit facilities granted to

trade related subsidiaries

Corporate guarantees given to banks for credit facilities granted to

- associated company

34,338,234

-

34,338,234

36,424,489

-

36,424,489

2004

RM

-

-

-

2003

RM

2003

RM

-

-

-

2004

RM

COMPANYGROUP

Staff costs 219,6825,191,958

2004

RM

19,084,811

2003

RM

2003

RM

16,903,929

2004

RM

COMPANYGROUP



36. MATERIAL LITIGATIONThe Group is involved in the following pending litigation matter :-

A writ fi led under Kuala Lumpur High Court Suite No: S2-22-98 by Trans Resources Corporation Sdn. Bhd. (TRC), a subsidiary of the Group against Sanwell Corporation ('Sanwell') and United Malayan Land Berhad ('UM Land') for an outstanding contract sum due and owing pursuant to an Earthworks Contract dated 30 October 1996 whereby TRC was engaged by Sanwell as the earthworks contractor. The payment for the work done was guaranteed by UM Land up to the sum of RM15,500,000.00. In light of the Federal Court decision on 25 May 2002 and also the subsequent direction given by the High Court Judge on 28 May 2002, the abovementioned Civil Suit cannot be proceeded with and the matters in dispute between TRC and Sanwell will now have to proceed by means of arbitration. However, UM Land has, since the Federal Court's decision, filed a motion to vary the Federal Court decision. Their argument, inter alia, is that UM Land should not be bound by the arbitration clause, as it was not a party to the Earthworks Contract. In December 2002, TRC had obtained from the High Court an order for the appointment of arbitrator ("the Order"). The Order was subsequently served on Sanwell but the latter did not respond to the Order. In May 2003, TRC filed an application to discharge the Order. On 2 April 2004, an order from the High Court to discharge the arbitration order was obtained. The case management was done in August 2004 and full trial has been fixed to be held in May/July 2005. The solicitors for TRC are of the view that TRC is likely to succeed in its claim against the defendants.

37. COMPARATIVESThe following comparative amounts as at 31 December 2003 have been reclassified to conform with current year's presentation.

Cash Flows From Financing Activities

Fixed deposit


Cash and cash equivalent at end of the year comprise the following :-

Fixed deposit


-

-

50,288,723

(54,434,433)

(15,567,760)

2,408,291

-

-

AS RESTATED

RM

CASH FLOW STATEMENT AS PREVIOUSLY STATED

RM

GROUP


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

1

2

3

4

5

6

7

8

390,100.00

876,200.70

4,640,000.00

531,705.43

809,763.84

400,901.00

1,691,770.77

3,155,600.00

16/9/2000

15/9/2000

18/9/2000

21/9/2000

23/9/2000

26/8/2000

-

-

1,319.8 sq ft /3,959.6 sq ft

2,412.2 sq ft /8,856.8 sq ft

154,587.0 sq ft

9.516 acres

1,760.0 sq ft /7,040.0 sq ft

1,760.0 sq ft

3,681.3 sq ft

Varying from808.0 sq ft,815.0 sq ft

&868.0 sq ft

57-yearleaseholdexpiring

30/3/2055


18/4/2059

Freehold


18/9/2095

Freehold

Freehold

Freehold

Leaseholdexpiring

21/1/2097

3-storey shop/office


Industrial land

Residential land


First andSecond Floors

of 4-storeyshop/office

Apartment

UnderConstruction

7 years

6 years

-

-

14 years

14 years

4 years

-

Developer’s ShoplotLot No. 27Commerce SquareBintulu Park CityOff Jalan Tun Ahmad ZaidiBintulu Town DistrictSarawak

Lot No. 3626Section 16Kuching Central Land District Sarawak

Lot No. PT 60849 to PT 60860Mukim and District of Klang Selangor

Lot No. PT 19447Mukim of AmpanganDistrict of SerembanNegeri Sembilan

Lot No. PT 9259Mukim of SetapakDistrict of GombakSelangor

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

Kondominium KiranaJalan Pinang, Kuala Lumpur(Acquired on 5/6/2000)

42 Units of ApartmentsIdaman Senibong ApartmentTaman Bayu SenibongJohor Bahru, Johor(18 units were acquired on 1/7/2003 and another 24 units were acquired on 8/7/2003)

NO LOCATION TENURE DESCRIPTION /

EXISTING USE

APPROX AGE

OF BUILDINGS

LAND AREA /

BUILD UP AREA

DATE OF

VALUATION

NET BOOK VALUE

31 DECEMBER 2004

RM

LIST OF PROPERTIES


ANALYSIS OF SHAREHOLDINGS

LIST OF THIRTY LARGEST SHAREHOLDERSas at 29 April 2005

Kolektif Aman Sdn Bhd

TRC Capital Sdn Bhd

Lembaga Tabung Angkatan Tentera

Dato’ Haji Sufri Bin Haji Mohd Zin

HLB Nominees (Tempatan) Sdn Bhd

(Account for Dato’ Haji Sufri Bin Haji Mohd Zin)

Citicorp Nominees (Asing) Sdn Bhd

(Mellon Bank N A for State Employees Retirement System)

Employess Provident Fund Board

HSBC Nominees (Asing) Sdn Bhd

(JPMCB for the Malaysia Fund Incorporated)

Alliancegroup Nominees (Tempatan) Sdn Bhd



(Account for Leong Kam Heng)

AMSEC Nominees (Tempatan) Sdn Bhd



(EON Finance for Dato’ Haji Sufri Bin Haji Mohd Zin)


(Account for Khoo Tew Choon)

Affin Nominees (Tempatan) Sdn Bhd


Far Frontier (M) Sdn Bhd

01

02

03

04

05

06

07

08

09

10

11

12

13

14

15

19.74

19.74

9.09

3.39

3.25

2.87

2.57

2.44

2.21

2.05

1.72

1.69

1.68

1.56

1.49

18,240,000

18,240,000

8,400,000

3,630,000

3,000,000

2,652,000

2,375,520

2,252,400

2,040,000

1,897,980

1,586,760

1,560,000

1,553,600

1,440,000

1,381,200

NO OF SHARESNAMENO %





Mohd Raffee Bin Jalil

HSBC Nominees (Tempatan) Sdn Bhd

(HSBC (M) Trustree Bhd for OSK-UOB Small Cap Opportunity Unit Trust)

Citicorp Nominees (Tempatan) Sdn Bhd



(Account for Ooi Cheng Huat @ Ooi Peng Huat)







HSBC Nominees (Asing) Sdn Bhd

(HPBN for Golden Millennium Worldwide Ltd)

Lim Chiang Kheng

Citicorp Nominees (Tempatan) Sdn Bhd

(Account for Khoo Teng San)


(Account for Yap Yon Tai)

Citicorp Nominees (Asing) Sdn Bhd

(CB Lux for CB Fund Asia Vision)

PB Securities Nominees (Tempatan) Sdn Bhd

(Account for Ahmad Fauzi Bin Ghazali)


(Account for Yap Yon Tai)

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

1.27

1.27

1.11

1.10

1.06

1.04

1.00

0.94

0.78

0.70

0.58

0.52

0.47

0.44

0.39

1,174,320

1,172,580

1,021,480

1,020,000

979,040

958,120

919,960

870,200

720,000

651,400

540,000

484,100

438,240

408,000

358,360




LIST OF DIRECTORS’ SHAREHOLDINGas at 29 April 2005

LIST OF SUBSTANTIAL SHAREHOLDERSas at 29 April 2005

DATO’ HAJI SUFRI BIN HAJI MOHD ZIN

(Acc - Alliancegroup Nominees (Tempatan) Sdn Bhd)

(Acc - HLB Nominees (Tempatan) Sdn Bhd)

(Acc - Amsec Nominees (Tempatan) Sdn Bhd)

(Acc - Affin Nominees (Tempatan) Sdn Bhd)

(Acc - Citicorp Nominees (Tempatan) Sdn Bhd)

ABDUL AZIZ BIN MOHAMAD

RAHMAN BIN ALI

NOOR ZILAN BIN MOHAMED NOOR

GENERAL (R) DATO’ SERI MOHD SHAHROM BIN DATO’ HJ NORDIN

01

02

03

04

05

13.73

0.13

0.00

0.00

0.00

12,690,000

120,000

0

0

0

3,630,000

2,040,000

3,000,000

1,560,000

1,440,000

1,020,000


Kolektif Aman Sdn Bhd

TRC Capital Sdn Bhd

Dato’ Haji Sufri Bin Haji Mohd Zin

Lembaga Tabung Angkatan Tentera

TOTAL

01

02

03

04

19.74

19.74

13.73

9.09

62.31

18,240,000

18,240,000

12,690,000

8,400,000

57,570,000




ANALYSIS BY SIZE OF SHAREHOLDINGSas at 29 April 2005

Less than 100

100 - 1,000

1,001 - 10,000

10,001 - 100,000

100,001 to less than 5% of issued shares

5% and above of issued shares

TOTAL

0.00

0.04

2.50

4.93

30.22

62.31

100.00

220

39,160

2,313,300

4,551,260

27,926,060

57,570,000

92,400,000

NO OF SHARESCATEGORY %

0.56

5.62

73.22

15.92

4.31

0.37

100.00

6

60

782

170

46

4

1,068

NO OF HOLDERS %

NOTICE OF 8TH ANNUAL GENERAL MEETING64 T R C S Y N E R G Y B E R H A D | A N N U A L R E P O R T

7

Resolution 7

AUTHORITY FOR ALLOTMENT OF SHARES

"THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the

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."

1

2

3

4

5

6

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

To receive and adopt the Audited Financial Statements, Report of the Directors and Report of the Auditors thereon for the year ended 31 December 2004. To approve the payment of a first and final dividend 0f 1.5 sen per share less 28% income tax in respect of the financial year ended 31 December 2004.

To approve the payment of Directors’ Fees in respect of the financial year ended 31 December 2004.

To re-elect Noor Zilan bin Mohamed Noor who shall retire as Director of the Company pursuant to Articles 84 of the Company's Articles of Association.

To re-elect Rahman bin Ali who shall retire as Director of the Company pursuant to Articles 84 of the Company's Articles of Association.

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.

NOTICE IS HEREBY GIVEN that the Eighth Annual General Meeting of the Company will be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, 68000 Ampang, Selangor on Thursday, 23 June 2005 at 11.00 a.m. for the purpose of transacting the following businesses:-

AGENDA

ORDINARY BUSINESS

SPECIAL BUSINESSTo consider and if thought fit, to pass the following resolution, with or without modification as Ordinary Resolution:-

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 PAYMENTNOTICE IS HEREBY GIVEN that a first and final dividend of 1.5 sen per share less 28% income tax in respect of the financial year ended 31 December 2004 will be paid on 22 July 2005 to shareholders whose names appear on the Company’s Register of Depositors on 30 June 2005.

A Depositor shall qualify for entitlement to the divident only in respect:-a) Shares transferred into the Depositor’s Securities Account before 4.00pm on 30 June 2005 in respect of ordinary transfers; andb) 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 BOARDDATO’ TANG SWEE GUAN (MIA No. 5393)ABDUL AZIZ MOHAMED (LS 007370)Secretaries

Selangor Darul Ehsan1 June 2005

NOTICE OF 8TH ANNUAL GENERAL MEETINGT R C S Y N E R G Y B E R H A D | A N N U A L R E P O R T 65

NOTES:

1.

2.

3.

4.

5.

6.

EXPLANATORY NOTES TO THE SPECIAL BUSINESS Ordinary Resolution No. 7 – Authority for allotment of shares Ordinary Resolution No. 7, 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 a 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.

A proxy may but need not be a member of the Company and the previous of section 149 (1) (b) of the Act shall not apply to the Company.

To be valid the proxy form duly completed must be deposited at the registered office of the Company not less than forty-eight hours before the time for holding the meeting or any adjournment thereof.

A member shall be entitled to appoint more than one proxy to attend and vote at the same meetings.

Where a member appoints more than one proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

Where a member is an authorized nominee as defined under the Central Depositories Act, it may appoint at least one proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.


STATEMENT ACCOMPANYINGnotice of annual general meeting

1. Directors who are standing for re-election at the 8th Annual General Meeting of TRC Synergy Berhad is Noor Zilan bin Mohamed Noor and Rahman bin Ali.

2. Details of Board of Directors’ Meeting:–

Six Board Meetings were held during the financial year ended 31 December 2004, details of which are set out in the Statement on Corporate Gover-nance.

3. Particulars of Directors standing for re-election at the 8th Annual General Meeting of TRC Synergy Berhad:-

NAME

AGE

NATIONALITY

POSITION IN THE COMPANY

WORKING EXPERIENCE / QUALIFICATION/OCCUPATION

OTHER DIRECTORSHIP OF PUBLIC COMPANIES

SECURITIES HOLDINGS IN THE COMPANY AND ITS

SUBSIDIARIES AS AT 29 APRIL 2004

FAMILY RELATIONSHIP WITH ANY DIRECTOR AND/OR

SUBSTANTIAL SHAREHOLDER OF THE COMPANY

ANY CONFLICT OF INTEREST WITH THE COMPANY

LIST OF CONVICTIONS FOR OFFENCES (OTHER THAN TRAFFIC

OFFENCES) WITHIN THE PAST 10 YEARS

Noor Zilan bin Mohamed Noor

45

Malaysian

Independent, Non-Executive Director

Noor Zilan bin Mohamed Noor is a graduate from ITM in 1983 with a

Diploma in Law and City of London Polytechnics with LLB (Hons) majoring

in Business Law in 1987. He is now a Senior Partner with an established

law firm in Kuala Lumpur specializing in the area of Corporate Law,

Banking, Building and Construction Law apart from civil & criminal

litigation. For details, please refer to his profile on page 9 of the Annual

Report.

Nil

Nil

Nil

Nil

Nil

NAME

AGE

NATIONALITY

POSITION IN THE COMPANY

WORKING EXPERIENCE / QUALIFICATION/OCCUPATION

OTHER DIRECTORSHIP OF PUBLIC COMPANIES

SECURITIES HOLDINGS IN THE COMPANY AND ITS

SUBSIDIARIES AS AT 29 APRIL 2004

FAMILY RELATIONSHIP WITH ANY DIRECTOR AND/OR

SUBSTANTIAL SHAREHOLDER OF THE COMPANY

ANY CONFLICT OF INTEREST WITH THE COMPANY

LIST OF CONVICTIONS FOR OFFENCES (OTHER THAN TRAFFIC

OFFENCES) WITHIN THE PAST 10 YEARS

Rahman bin Ali

48

Malaysian

Independent, Non-Executive Director

Rahman Ali is a graduate of University of Malaya in 1982 with a Degree

in Accounting. He is currently a Chartered Accountant of the Malaysian

Institute of Accountants. In 1994, he set up his own accounting firm by

the name A. Rahman & Associates and later became a partner of Omar

Arif, A.Rahman & Associates in 1996. For details, please refer to his

profile on page 9 of the Annual Report.

Nil

Nil

Nil

Nil

Nil

I/We,

of

Being a member/members of TRC Synergy Berhad, hereby appoint

of

or failing whom,

of

as my/or proxy to vote for me/us and on my/our behalf at the eighth Annual General Meeting of the Company, to be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, 68000 Ampang, Selangor on Thursday, 23 June 2005 at 11.00am and, at every adjournment thereof.

I/we direct my/our proxy to vote for or against the resolutions to be tabled at the eighth Annual General Meeting as hereunder indicated.

(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 eighth 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 discre-tion.)

Dated this 1 June 2005.

Signature(s)/Common Seal of Member(s)

Notes:

1. A proxy may but not need be a member of the Company and the previous of section 149 (1) (b) of the Act shall not apply to the Co.2. To be valid this form duly completed must be deposited at the registered office of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meetings.4. Where the member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.5. Where a member is an authorized nominee as defined under the Central Depositories Act, it may appoint at least one proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.6. If the appointer is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.

PROXY FORMTRC Synergy Berhad (413192 D)

AGAIN STFORRESOLUTIONS

ORDINARY RESOLUTION 1






Receive and adoption of Audited Financial Statements and Reports of

Directors and Auditors for the year ended 31 December 2004

Declaration of first and final tax exempt dividend

Re-election of Noor Zilan Bin Mohamed Noor as Director of the

Company

ORDINARY RESOLUTION 3 Payment of Directors’ Fees

Re-election of Rahman Bin Ali as Director of the Company

Re-appointment of Messrs Kumpulan Naga as Auditors of the Company

and to authorize the Directors to fix their remuneration

Authority to Directors to allot and issue shares pursuant to Section

132D of the Companies Act, 1965

fold here

fold here

The Company SecretaryTRC Synergy Berhad (413192 D)Wisma TRC217 & 218, Jalan Negara 2Taman Melawati53100 Ulu KlangSelangor Darul Ehsan

postage

TRC SYNERGY BERHAD (413192 D)WISMA TRC217 & 218, JALAN NEGARA 2TAMAN MELAWATI53100 ULU KLANGSELANGOR DARUL EHSANTEL 03 4108 0105TEL 03 4108 0106FAX 03 4108 0104WWW.TRC.COM.MY

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