building SUCCESS together - malaysiastock.biz of Zone 1 Phase 1 works of UiTM Puncak Alam Campus consisting ... is a graduate of University Kebangsaan Malaysia in 1984 with a Bachelor’s

building SUCCESS together

01 Corporate Vision & Mission

02 Corporate Profile

03 Group Financial Highlights

04 Corporate Information

05 Corporate Structure

06 Profile of Directors & Secretary

10 Management Team Profile

14 Chairman’s Statement

18 Penyata Pengerusi

21 Corporate Diary

23 Corporate Responsibility Statement

25 Corporate Governance Statement

34 Audit Committee Report

40 Internal Control Statement

43 Other Compliance Statement

45 Financial Reports

129 Analysis of Shareholdings

132 List of Group Properties

134 Notice of Annual General Meeting

134 Statement Accompanying Notice of Annual General Meeting

Form of Proxy

CONTENTS

TRIplc BERHAD (242896-A)a n n u a l r e p o r t 2 0 1 1 1

CORPORATE VISIONTo be a public listed company participating actively in supporting the nation towards achieving the aspirations of the New Economic Model.

CORPORATE MISSIONTo be a responsible corporate entity;

To exceed our customers’ expectations through quality and creative products and services;

To create a conducive working environment for our employees to enhance our Group’s growth;

To work effectively with our stakeholders to maximise returns to all parties.

TRIplc BERHAD (242896-A)a n n u a l r e p o r t 2 0 1 12

CORPORATE PROFILE

TRIplc Berhad (“TRIplc”) was incorporated in Malaysia on 23 June 1992 as a private limited company under the name U-Wood Holdings Sdn Bhd. It was converted to a public limited company on 12 September 1992 and was listed on the Main Board, now known as Main Market of Bursa Malaysia Securities Berhad on 18 August 1993. The name of the Company was changed to TRIplc Berhad on 12 December 2005.

A Bumiputera company registered with PKK (Class A), today, the core activities of the Group are construction, property development and project management services. The Company and its wholly-owned subsidiary, TRIplc Resources Sdn Bhd were certified ISO 9001:2008 by an internationally recognised certification body, Det Norske Veritas (“DNV”), for its quality management system in project management and construction.

The Group ventured into construction business in 2003 when it secured contracts valued at RM110.41 million for the construction of academic block and students’ accommodations for Universiti Teknologi MARA (“UiTM”) at their campus in Taman Puncak Perdana, Section U10, Shah Alam, Selangor.

With the good track record, the Group successfully secured contracts valued over RM1.0 billion for the construction of Zone 1 Phase 1 works of UiTM Puncak Alam Campus consisting of main infrastructure work, hostels for students complete with recreational and sports facilities, academic buildings and facilities for Faculty of Health Science, Faculty of Pharmacy and Students Plaza.

The Group, subsequently in May 2010, was granted a 23-year concession to undertake the construction and maintenance of Zone 1 Phase 2 works of UiTM Puncak Alam Campus consisting of three (3) faculties to accommodate not less than 5,000 students, hostel accommodation for 2,500 students, 10 units of fellow accommodation, multipurpose hall, maintenance centre, prayer hall, library, student centre, cafeteria and health centre.

In property development, the Group is developing part of the 600 acres of mixed development project in Section U10, Shah Alam, Selangor.

The Group is also managing the development of 49 acres of mixed development project in Bandar Pinggiran Subang, Section U5, Shah Alam, Selangor.

Overall view of UiTM Puncak Alam Campus


GROUP FINANCIAL HIGHLIGHTS

31 May 2007

(RM’000)

31 May 2008

(RM’000)

31 May 2009

(RM’000)

31 May 2010

(RM’000)

31 May 2011

(RM’000)

Total Assets 373,235 359,378 290,541 222,987 186,710

Share Capital 142,520 142,520 142,520 142,520 142,520

Shareholders’ Fund 23,121 27,759 33,001 34,141 35,241

Total Borrowings 62,007 50,861 30,591 21,457 11,460

Turnover 247,383 238,187 345,406 98,453 7,591

Net Profit After Tax 2,820 4,607 5,209 1,139 1,100

EPS (sen) 1.98 3.23 3.65 0.80 0.77

Net Assets Per Share (RM) 0.16 0.20 0.23 0.24 0.25

Gearing Ratio (times) 2.68 1.83 0.93 0.63 0.33

Operating Profit (% of turnover) 4.67% 5.55% 5.09% 10.23% 67.96%


CORPORATE INFORMATION

BOARD OF DIRECTORS

INDEPENDENT NON-EXECUTIVE CHAIRMANDato’ Zolkipli Bin Abdul DPMP, DIMP, JSM, KMN, PBS

MANAGING DIRECTOR Zainal Abidin Bin Ismail

EXECUTIVE DIRECTOR, OPERATIONSAr Mohd Khalid Bin Mohammed Yusuf

INDEPENDENT NON-EXECUTIVE DIRECTORS Jumsi Bin Batri Ibrahim Bin Topaiwah

COMPANY SECRETARY

Wong Poh Chun, Shryn(MAICSA 7013841)

REGISTERED OFFICE

No. 8, Ground FloorJalan Apollo CH U5/CH Bandar Pinggiran SubangSeksyen U5, 40150 Shah AlamSelangor Darul EhsanTel : +603 - 7845 1011Fax : +603 - 7845 1022E-mail : [email protected] : www.triplc.com.my

SHARE REGISTRAR

Tricor Investor Services Sdn Bhd (118401-V)Level 17, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurTel : +603 - 2264 3883Fax : +603 - 2282 1886E-mail : [email protected]

AUDITORS

BDO (AF:0206)Chartered Accountants 12th Floor, Menara Uni.Asia 1008, Jalan Sultan Ismail 50250 Kuala Lumpur

TAX CONSULTANT

BDO Tax Services Sdn Bhd (114863-K)12th Floor, Menara Uni.Asia 1008, Jalan Sultan Ismail 50250 Kuala Lumpur

PRINCIPAL BANKERS

AmBank (M) Berhad (8515-D)Hong Leong Islamic Bank Berhad (686191-W)Malayan Banking Berhad (3813-K)RHB Bank Berhad (6171-M)United Overseas Bank (Malaysia) Bhd (271809-K)

LEGAL FORM AND DOMICILE

Public limited liability company incorporated and domiciled in Malaysia

STOCK EXCHANGE LISTING

Bursa Malaysia Securities Berhad (635998-W),Main MarketStock Name : TRIPLCStock Code : 5622 Stock Sector : Construction

DATE OF INCORPORATION AND LISTING

23 June 1992/18 August 1993


CORPORATE STRUCTURE

CONSTRUCTION 100% TRIplc Industries Sdn Bhd

100% TRIplc Ventures Sdn Bhd

100% Central Challenger (M) Sdn Bhd

100% Insa Alliance Sdn Bhd

100% Layar Kekal (M) Sdn Bhd

100% Samasys Sdn Bhd

100% Suasa Integrasi (M) Sdn Bhd

100% Usahasewa Sdn Bhd

100% Prinsip Barisan (M) Sdn Bhd

100% Tirai Gemilang Sdn Bhd

100% Zuriat Watan Sdn Bhd

100% U-Wood Sdn Bhd

100% TRIplc Resources Sdn Bhd

PROPERTYDEVELOPMENT

PROPERTYINVESTMENT


PROFILE OF DIRECTORS & SECRETARY

DATO’ ZOLKIPLI BIN ABDUL DPMP, DIMP, JSM, KMN, PBS

Independent Non-Executive ChairmanMalaysian, aged 69

Dato’ Zolkipli Bin Abdul was appointed to the Board of TRIplc Berhad (“TRIplc”) on 14 May 2009. He holds a Master’s Degree in Arts in Political Science from University of Iowa, United States of America and is a Fellow of the Chartered Institute of Transport, Malaysia.

Dato’ Zolkipli was with the Malaysian civil service for 32 years before he retired in 1997, during which he has participated in the planning of national infrastructure projects, amongst others, the Penang Bridge, East-West Highway and Kuala Lumpur International Airport. He was also in the sector planning for National Industrial Master Plan, the National Agriculture Plan and the Airport System Master Plan.

Dato’ Zolkipli was a former Council Member of Universiti Sains Malaysia (“USM”) and Universiti Teknologi Malaysia (“UTM”). He was also the former Chairman of the Board of University Kuala Lumpur (“UniKL”) and Jaks Resources Berhad and former Director of The New Straits Times Press (Malaysia) Berhad. Besides TRIplc, Dato’ Zolkipli is also the Chairman of the Board of University Sultan Zainal Abidin (“UniSZA”), Advanced Air Traffic System Sdn Bhd and IC Mic - UniKL Academy.

Dato’ Zolkipli is the Chairman of the ESOS Committee and a Member of the Audit Committee and Nomination Committee of TRIplc.

He has no family relationship with any Director and/or major shareholder of TRIplc and has no conflict of interest with TRIplc.


ZAINAL ABIDIN BIN ISMAILManaging Director Malaysian, aged 56

Zainal Abidin Bin Ismail was appointed to the Board of TRIplc on 1 January 2011. He holds a Bachelor’s Degree in Science majoring in Civil Engineering from Middlesex Polytechnic, United Kingdom.

Prior to his appointment on the Board, he was the Managing Director of Pembinaan Era Dinamik Sdn Bhd, a construction company since 2004.

Zainal Abidin has over 33 years of working experience in civil engineering works, building works and property development. He began his career with Felcra in 1976 as Technical Assistant. Over the years he rose up the ranks to become the State Deputy Director before joining KUB Development Berhad, a property development company in 1997 to head its Project Management Division. In 2001, he joined Konsortium YGP-SKC-CE Sdn Bhd as its Regional Manager.

Zainal Abidin also sits on the board of several private limited companies. He is the Chairman of the Board Management Committee and a Member of the Remuneration Committee and ESOS Committee of TRIplc.



AR MOHD KHALID BIN MOHAMMED YUSUFExecutive Director, Operations Malaysian, aged 58

Ar Mohd Khalid was appointed to the Board of TRIplc on 7 April 2008. He holds a Bachelor’s Degree in Science (Hons) and a post graduate Diploma in Architecture from Polytechnic of North London, United Kingdom and is a professional architect registered with Pertubuhan Arkitek Malaysia and Lembaga Arkitek Malaysia.

Prior to his appointment on the Board, Ar Mohd Khalid was a Project Director of the Group overseeing the development of Satellite B at Zone 1 Phase 1 of UiTM Puncak Alam Campus project.

He has an accumulated experience of 34 years in building consultancy work and the construction industry and was an active principal of a locally registered Architect firm.

Ar Mohd Khalid also sits on the board of several private limited companies. He is a Member of the Board Management Committee of TRIplc.


JUMSI BIN BATRI Independent Non-Executive DirectorMalaysian, aged 54

Jumsi Bin Batri was appointed to the Board of TRIplc on 1 November 2007. He is a graduate of University Kebangsaan Malaysia with a Bachelor’s Degree in Business Administration (Hons) majoring in marketing and finance. He also holds a license in Person Dealing in Unit Trust (“PDUT”) issued by Federation of Investment Managers Malaysia (“FiMM”).

Jumsi has 14 years of working experience in the area of finance involving in credit management and marketing during his tenure with Malayan Banking Berhad before he resigned in 1996 to become a Dealers Representative with TA Securities Sdn Bhd. Jumsi is currently a Unit Trust Consultant with CIMB Wealth Advisors Berhad.

Jumsi is the Chairman of the Audit Committee and a Member of the Nomination Committee, Remuneration Committee and ESOS Committee of TRIplc.


PROFILE OF DIRECTORS & SECRETARY


IBRAHIM BIN TOPAIWAHIndependent Non-Executive Director Malaysian, aged 52

Ibrahim Bin Topaiwah was appointed to the Board of TRIplc on 31 March 2010. He is a graduate of University Kebangsaan Malaysia in 1984 with a Bachelor’s Degree in Accounting (Hons).

Ibrahim has vast experience in accounting, auditing and finance. He was with ICI Berhad for two (2) years from 1984 to 1986 as an Accountant, with Bank Negara Malaysia for 11 years from 1986 to 1997 as Examiner with last position held as Senior Grade Manager. His role in Bank Negara Malaysia involved executing routine audits on various financial institutions as well as their branches overseas. During his tenure there, he attended several special banking courses locally and overseas held by Federal Reserve Bank of New York, The Central Bank of Pakistan and The Central Bank of Korea amongst others. He subsequently joined PSC Industries Berhad Group, now known as Boustead Heavy Industry Corporation Berhad in 1997 for eight (8) years as Group Chief Internal Auditor. Over the years, he rose up to the rank of Director of Finance before he resigned in 2005 to start his own business. He also sits on the board of several other private limited companies.

Ibrahim is the Chairman of the Nomination Committee and Remuneration Committee and a Member of the Audit Committee of TRIplc.


Notes:

1. Attendance of Board Meetings The attendance of the Directors at Board of Directors’ Meetings

during the financial year ended 31 May 2011 is disclosed in page 26 of this Annual Report.

2. Securities Holdings in the Group The securities holdings of the Directors in the Company is disclosed

in page 131 of this Annual Report.

Save as disclosed, none of the other Directors have any securities holdings in the Company or the subsidiary companies as all the subsidiary companies are wholly owned by the Company.

3. Directorships in Other Public Companies Same as disclosed in the profile of the respective Directors, none of

the Directors hold any directorship in other public companies.

4. Conviction for Offence None of the Directors have been convicted for offences within the

past 10 years other than traffic offences, if any.

WONG POH CHUN, SHRYNCompany SecretaryMalaysian, aged 46

Wong Poh Chun, Shryn, joined the Group on 24 March 2000. She is the Group’s Company Secretary responsible for the corporate secretarial and regulatory compliance of the Group.

She is a Chartered Secretary, a holder of the Institute of Chartered Secretaries and Administrators (“ICSA”), United Kingdom qualification in 1993 and a member of the Malaysian Association of the Institute of Chartered Secretaries and Administrators (“MAICSA”).

She started her career in 1985 and has an accumulated experience of 26 years with three (3) years in the audit division of a public accounting firm, four (4) years in the secretarial division of a public accounting firm and a legal firm and 19 years in three (3) listed Main Market companies.

Prior to joining TRIplc Berhad, she was a Company Secretary heading the secretarial department of a listed Main Market company, responsible for the corporate, secretarial and legal matters of the group.


MANAGEMENT TEAM PROFILE

ZULBAHARI BIN ABU BAKARHead of Business DevelopmentMalaysian, aged 43

Zulbahari Bin Abu Bakar joined the Group on 1 October 2010. He is the Executive Director, Business Development, responsible for the overall business development for the Group.

He holds a Bachelor of Engineering (Hons) from University of Tasmania, Australia in 1991. He had 18 years of working experience in the field of project, contract & cost and construction management in various civil and building construction projects, both locally and internationally.

He was with a subsidiary of a public listed construction company for a total of eight (8) years, started of as Project Engineer and later was promoted to Project Manager. He was subsequently a Project Director with two (2) public listed construction companies for a total of seven (7) years until 2008, during which he has successfully completed numerous buildings, roads, bridges and infrastructures projects for Public Works Department (“JKR”) and Development of Putrajaya, reservoir in Dubai, housing in Senegal, water reticulation study in Serbia and the study for proposed railway construction in the Islamic Republic of Iran with Construction Industry Development Board (“CIDB”).

Prior to joining TRIplc Berhad, he was Head of a Division in KLCC Projeks Sdn Bhd, assigned to East Coast Economic Region Council (“ECER”) to coordinate and implement its master plan and development.

IR LEOW KAY PINHead of TechnicalMalaysian, aged 57

Ir Leow Kay Pin joined the Group on 25 July 2005. He is the Project Director responsible for all technical matters of the Group.

He holds a Bachelor’s Degree in Engineering (Hons) in Civil Engineering from University of Malaya in 1979 and is a professional engineer with the Board of Engineers Malaysia, a Corporate Member of the Institution of Engineers Malaysia (“IEM”), the Institution of Civil Engineers of United Kingdom and the Institution of Engineers Australia.

He has an accumulated experience of 33 years in the building consultancy and construction industry.

Prior to joining TRIplc Berhad, he was an executive of a listed Main Market construction company and a director of an established consultant firm and several private limited companies.

LIEW KON MUNHead of Contracts & CostsMalaysian, aged 51

Liew Kon Mun joined the Group on 11 November 2002. He is the Senior General Manager, Contracts & Costs, responsible for the contracts and costs of the Group, provides all necessary information and advises the Managing Director on all matters relating to budget cost and price submission of all projects and award of all sub-contract works.

He is a graduate of the Chartered Institute of Building (“CIOB”), United Kingdom in 1984 and holds a Diploma in Technology (Building) from Tunku Abdul Rahman College.

He has an accumulated experience of 28 years in the building construction industry and had been involved in various types of construction work including geotechnical works, low and high rise buildings, major civil works, expressways, jetties and port works.

Prior to joining TRIplc Berhad, he was Head of Contracts of a listed Main Market construction company.


CHAN YUET LENGHead of Corporate Finance & AccountsMalaysian, aged 40

Chan Yuet Leng joined the Group on 15 July 2008. She is the General Manager, Corporate Finance & Accounts, responsible for the corporate finance and accounts of the Group.

She holds a Bachelor’s Degree in Accounting (Hons) from Universiti Utara Malaysia in 1996 and is a member of the Malaysian Institute of Accountants (“MIA”).

She started her career with KPMG, an international accounting firm in 1996. In 2000, she joined Glomac Berhad as its Group Accountant prior to joining TRIplc Berhad.

JAMALUDIN BIN BUYONGHead of Facilities ManagementMalaysian, aged 48

Jamaludin Bin Buyong joined the Group on 20 September 2010. He is the General Manager, Facilities Management, responsible for the facilities management of the Group.

He holds an Advanced Diploma in Mechanical Engineering from Institut Teknologi MARA in 1996 and a Master’s Degree in Science in Facilities Management from Universiti Teknologi MARA in 2008.

Jamaludin has broad experience in facilities management and hospital maintenance with an accumulated experience of 20 years. He was the Facility Manager for Kuala Lumpur General Hospital, the biggest hospital in Southeast Asia for five (5) years. He also has corporate and project experience in healthcare, manufacturing and construction and was involved in the successful privatisation of hospital support services.

Prior to joining TRIplc Berhad, he was with a consulting company for five (5) years where he held a number of positions including Principal Consultant.

LOH CHENG FATTHead of Procurement (FF&E) for Construction ProjectsMalaysian, aged 52

Loh Cheng Fatt joined the Group on 1 October 2010. He is the General Manager, Procurement (FF&E) for Construction Projects, responsible for the procurement of all furniture, fittings and equipment of the Group’s construction projects.

He holds a Bachelor’s Degree in Engineering from Monash University, Australia in 1984.

He has more than 25 years experience in project management in the construction industry where he was also in charge of business development, both locally and internationally.

He was the Chief Operating Officer of a company involving directly with the implementation of furniture, fittings and equipment for university campuses prior to joining TRIplc Berhad.


ROHANI BINTI OTHMANHead of LegalMalaysian, aged 47

Rohani Binti Othman joined the Group on 1 February 2002. She is the Assistant General Manager, Corporate Services, responsible for the legal matters of the Group.

She obtained her Advanced Diploma in Law from Institut Teknologi MARA in 1991.

Since graduating in 1990, she had been working in both legal practice and corporate advisory. She practiced for seven (7) years as an advocate and solicitors in M/s L.S. Tan and subsequently in M/s Rozali Ismail & Co before pursuing her career in corporate sector by joining Puncak Niaga (M) Sdn Bhd in 1998. Having spent approximately four (4) years in water industry, she joined TRIplc Berhad in property development and construction sector.

KHAIRUDDIN BIN MOHD YASSINHead of Human Resource & AdministrationMalaysian, aged 60

Khairuddin Bin Mohd Yassin joined the Group on 1 August 2000. He is the Senior Manager, Human Resource & Administration, responsible for matters concerning the human resource and administration of the Group.

He holds a Bachelor’s Degree in Business Administration from Royal Melbourne Institute of Technology, Australia in 1994 and professionally certified with a Diploma in Personnel Management from the Malaysian Institute of Personnel Management (“MIPM”) in 1987.

Prior to joining TRIplc Berhad, he was the Group Human Resource Manager of a multinational cement manufacturing company, where he was involved in the full spectrum of human resource management and the quality movement of the company.

MOHD HISHAMUDDIN BIN MOHD YASINHead of Project Planning & Property DevelopmentMalaysian, aged 45

Mohd Hishamuddin Bin Mohd Yasin joined the Group on 1 April 1998. He is the Senior Manager, responsible for the project planning, property development and managing of the assets of the Group.

He holds a Bachelor’s Degree of Science in Quantity Surveying (Hons) from University of Greenwich, United Kingdom in 1992.

He has an accumulated experience of more than 15 years in the building construction industry.

Prior to joining TRIplc Berhad, he worked in various companies namely Pakatan International as its Quantity Surveyor, Penang Shipbuilding & Construction Sdn Bhd as its Contract Executive and Merge Power (M) Sdn Bhd as its Project Manager.

MANAGEMENT TEAM PROFILE


ABDUL QADIR MUHYIDDEAN BIN MD AROSHead of Internal AuditMalaysian, aged 37

Abdul Qadir Bin Md Aros joined the Group on 15 January 2009. He is the Manager, Internal Audit, responsible for the internal audit of the Group.

He holds a Bachelor’s Degree in Accountancy (Hons) from Institut Teknologi MARA in 1998 and is a member of the Malaysian Institute of Accountants (“MIA”) and Malaysian Institute of Internal Auditors (“MIIA”).

He has more than 10 years experience in internal audit and risk management of various industry ranging from ship building, ship repair, engineering, construction to manufacturing.

He started his career with a certified public accounting firm providing professional financial services including tax planning and secretarial services. Subsequently in 1999, he joined Business Focus Group and thereafter Oriental Food Industries Holdings Berhad in 2003 in charge of their internal audit division. Prior to joining TRIplc Berhad, he was with Mamee Double Decker (M) Berhad as its Internal Audit and Risk Management Manager.


Dear Shareholders,

On behalf of the Board of Directors of TRIplc Berhad, I have the pleasure of presenting to you the Annual Report, incorporating the audited Financial Statements of the Group and the Company, for the financial year ended 31 May 2011.

CHAIRMAN’S STATEMENT


BUSINESS ENVIRONMENT

With the Malaysian economy back on its growth trajectory after the 2008/2009 global financial crisis, the Malaysian economy grew by 7.2% in 2010 and continued to expand despite the more challenging external environment. Real Gross Domestic Product (“GDP”) registered a growth of 4.4% during the first half of 2011.

The construction sector expanded 2.1% during the first half of 2011 led by recovery in residential construction as well as increased activity in the non-residential sub-sectors. Construction activity in the residential sub-sector rebounded on the back of favourable economic and business conditions, rising household income, favourable labour market conditions as well as accommodative financing.

In line with the improved sentiments, our property sales has also increased as reflected in the financial performance of the Group.

FINANCIAL PERFORMANCE

For the financial year 31 May 2011, the Group registered a lower revenue of RM7.59 million as compared to RM98.45 million in the previous financial year due to the completion of the construction work at Zone 1 Phase 1 of Universiti Teknologi MARA (“UiTM”) Puncak Alam Campus in the previous financial year. The current year revenue was contributed by the sale of bungalow lots at Taman Puncak Perdana in Section U10, Shah Alam, Selangor and commencement of construction work at Zone 1 Phase 2 of UiTM Puncak Alam Campus.

Accordingly, the Group’s profit before tax and profit after tax for the current financial year under review decreased to RM3.08 million and RM1.10 million from the previous financial year of RM6.22 million and RM1.14 million respectively.

PROSPECTS

Despite the uncertainties in the external sector, the Malaysian economy is envisaged to sustain its growth momentum underpinned by resilient domestic demand. Strong economic fundamentals coupled with pragmatic macroeconomic policies and implementation of the Economic Transformation Programme (“ETP”) will enhance domestic sources of growth. Domestic demand,

in particular private sector expenditure is expected to play a more significant role in driving economic expansion in 2012. The public sector will remain supportive of growth with higher capital spending by Non-Financial Public Enterprises (“NFPEs”). The Government will continue to provide an enabling environment to facilitate private investment by implementing key initiatives under the National Key Results Areas (“NKRAs”) and National Key Economic Areas (“NKEAs”).

Faculty of Business Management, Accountancy and Hotel Management & Tourism under Zone 1 Phase 2

Artist Impression

Construction in progress


The construction sector is projected to grow strongly by 7% in 2012 driven by commencement of large infrastructure projects and vibrant housing construction activities. The civil engineering sub-sector will be supported by the implementation of development projects to enhance the long-term potential growth of the economy. Meanwhile, the residential sub-sector is expected to expand further with improving household income, accommodative financing and the Government’s continuous support for home ownership.

There will be ample opportunity for the Group to secure some projects in particular with the upliftment of the Company’s status as an affected listed issuer under the amended Practice Note 17/2005 (“PN17”) of the Listing Requirements of Bursa Malaysia Securities Berhad. We are optimistic that in the financial year 2012, we would see a significant growth in the revenue of the Group. The Group intends to maintain its momentum through its current strategy of focusing on core businesses and reviewing its assets portfolio for opportunities whilst keeping an eye on strategic opportunities to benefit the Group in the long term.

CORPORATE DEVELOPMENTS

During the financial year, the Group obtained approval for the following corporate proposals to be implemented:

(a) Proposed issue of up to RM240 million nominal value medium term notes under a medium term notes programme.

(b) Proposed issue of up to RM85 million nominal value junior notes under a junior notes programme.

(c) Proposed regularisation scheme prepared pursuant to the Company’s obligation to meet the provisions of Practice Note 17/2005 of the Listing Requirements of Bursa Malaysia Securities Berhad which comprised four (4) proposals i.e. Proposed Capitalisation, Proposed Disposal, Proposed Capital Reduction and Proposed Consolidation.

The RM240 million nominal value medium term notes was issued subsequent to the financial year end and the rest of the corporate proposals are still in implementation stage.

RECLASSIFICATION OF SECTOR

With effect from 11 July 2011, the Company’s shares were reclassified from ‘Properties’ sector to ‘Construction’ sector by Bursa Malaysia Securities Berhad to better reflect the Company’s main business activity.

OPERATIONS REVIEW

Construction

The construction of the RM266.5 million Zone 1 Phase 2 UiTM Puncak Alam Campus works which consist of three (3) faculties to accommodate not less than 5,000 students, hostel accommodation for 2,500 students, 10 units of fellow accommodation, multipurpose hall, maintenance centre, prayer hall, library, student centre, cafeteria and health centre to be developed over a project land of approximately 45 acres together with the necessary amenities and utilities has commenced on 11 April 2011 and is due to complete by 10 April 2014.

This project is part of the 23 years concession the Group secured in year 2010 whereafter, upon the completion of the construction work, maintenance works would be carried out for a period of 20 years.

CHAIRMAN’S STATEMENT

Faculty of Health Science

Faculty of Pharmacy

Faculties completed under Zone 1 Phase 1


Property Development and Project Management

This division continued to be mainly on developing part of the 600 acres of mixed development project in Section U10, Shah Alam, Selangor and the managing of the development of 49 acres of mixed development project in Bandar Pinggiran Subang, Section U5, Shah Alam, Selangor.

ACKNOWLEDGEMENT

The Board of Directors of TRIplc Berhad wishes to thank the shareholders, investors, government authorities, business associates, clients, bankers and sub-contractors for their ongoing support.

We also extend our gratitude to the management and staff for their loyalty, dedication and commitment to the Group. Similarly, I would like to extend my gratitude to my fellow Board members for their counsel and support throughout the year.

The Board wishes to thank YBhg Dato’ Ibrahim Bin Md Yusof, who resigned as Managing Director on 1 January 2011. We are very pleased to welcome on board, Encik Zainal Abidin Bin Ismail, who replaced YBhg Dato’ Ibrahim as the new Managing Director of the Company.

DATO’ ZOLKIPLI BIN ABDUL DPMP, DIMP, JSM, KMN, PBS

Chairman

17 October 2011

Angsana College

Students’ Facilities Complex & Dining Hall of Angsana College

Students’ Facilities Complex & Dining Hall of Angsana College

Students’ Facilities completed under Zone 1 Phase 1


PENYATA PENGERUSI

Para Pemegang Saham yang dihormati,

Bagi pihak Lembaga Pengarah TRIplc Berhad, dengan sukacitanya saya membentangkan Laporan Tahunan, yang menggabungkan Penyata Kewangan Kumpulan dan Syarikat, yang telah diaudit bagi tahun kewangan berakhir pada 31 Mei 2011.

PERSEKITARAN PERNIAGAAN

Dengan ekonomi Malaysia yang telah kembali pada pertumbuhan trajektori selepas krisis kewangan global 2008/2009, ekonomi Malaysia telah meningkat sebanyak 7.2% pada tahun 2010 dan terus berkembang walaupun dalam persekitaran luaran yang lebih mencabar. Pertumbuhan Keluaran Dalam Negara Kasar (“GDP”) mencatatkan pertumbuhan sebanyak 4.4% pada separuh pertama 2011.

Sub-sektor pembinaan berkembang 2.1% pada separuh pertama tahun 2011 yang diterajui oleh pemulihan dalam pembinaan kediaman serta peningkatan aktiviti di dalam sub-sektor bukan kediaman. Aktiviti pembinaan dalam sub-sektor kediaman telah kembali pulih berikutan keadaan ekonomi dan perniagaan yang menggalakkan, pendapatan isi rumah yang meningkat, keadaan pasaran buruh serta pembiayaan yang sesuai.

Selaras dengan sentimen yang bertambah baik, jualan hartanah kami juga telah meningkat seperti yang dicerminkan dalam prestasi kewangan Kumpulan.

PRESTASI KEWANGAN

Bagi tahun kewangan berakhir 31 Mei 2011, Kumpulan telah mencatatkan perolehan yang lebih rendah iaitu sebanyak RM7.59 juta berbanding RM98.45 juta pada tahun kewangan yang lepas berikutan siapnya kerja-kerja pembinaan Zon 1 Fasa 1 Kampus Universiti Teknologi MARA (“UiTM”) Puncak Alam pada tahun kewangan lepas. Perolehan untuk tahun ini disumbang oleh hasil penjualan lot-lot banglo di Taman Puncak Perdana, Seksyen U10, Shah Alam, Selangor dan permulaan kerja-kerja pembinaan Zon 1 Fasa 2 Kampus UiTM Puncak Alam.

Oleh yang demikian, keuntungan sebelum cukai dan keuntungan selepas cukai Kumpulan bagi tahun kewangan semasa yang dikaji telah berkurangan kepada RM3.08 juta dan RM1.10 juta dari tahun kewangan sebelum ini iaitu masing-masing sebanyak RM6.22 juta dan RM1.14 juta.

PROSPEK

Walaupun terdapat ketidaktentuan di dalam sektor luar negara, ekonomi Malaysia dijangka mengekalkan momentum pertumbuhan yang disokong oleh daya tahan permintaan dalam negeri. Asas ekonomi yang kukuh berserta dasar-dasar makroekonomi yang pragmatik

dan pelaksanaan Program Transformasi Ekonomi (“ETP”) akan meningkatkan sumber pertumbuhan dalam negara. Permintaan domestik, khususnya perbelanjaan sektor swasta dijangka memainkan peranan yang lebih penting dalam memacu pembangunan ekonomi pada 2012. Sektor awam akan terus menyokong pertumbuhan dengan perbelanjaan modal yang lebih tinggi oleh Perusahaan Awam Bukan Kewangan (“NFPEs”). Kerajaan akan terus menyediakan persekitaran yang memudahkan pelaburan swasta dengan melaksanakan inisiatif utama di bawah Bidang Keberhasilan Utama Nasional (“NKRAs”) dan Bidang Ekonomi Utama Negara (“NKEAs”)

Gelanggang Bola Keranjang & Bola Baling

Bangunan Plaza Satelit

Kemudahan Pelajar siap dibina dibawah Zon 1 Fasa 1


Sektor pembinaan dijangka berkembang kukuh sebanyak 7% pada tahun 2012 didorong oleh permulaan projek-projek infrastruktur yang besar dan aktiviti pembinaan kediaman yang bersemangat. Sub-sektor kejuruteraan awam akan disokong oleh pelaksanaan projek-projek pembangunan untuk meningkatkan potensi pertumbuhan ekonomi dalam jangkamasa panjang. Sementara itu, sub-sektor kediaman dijangka terus berkembang dengan peningkatan pendapatan isi rumah, pembiayaan yang sesuai dan sokongan berterusan Kerajaan bagi pemilikan rumah sendiri.

Terdapat banyak peluang untuk Kumpulan bagi mendapatkan projek-projek terutamanya dengan terkeluarnya status Syarikat dari Pindaan Nota Amalan 17/2005 (“PN17”) mengikut Keperluan Penyenaraian Bursa Malaysia Securities Berhad. Kami optimistik bahawa dalam tahun kewangan 2012, kami akan menyaksikan pertumbuhan yang ketara terhadap perolehan Kumpulan. Kumpulan berhasrat untuk mengekalkan momentum melalui strategi semasa dengan memberi tumpuan terhadap perniagaan teras dan mengkaji semula portfolio aset untuk sebarang peluang sambil mengawasi peluang strategik yang boleh memberi manfaat kepada Kumpulan dalam jangkamasa panjang.

PEMBANGUNAN KORPORAT

Dalam tempoh tahun kewangan, Kumpulan telah memperolehi kelulusan bagi cadangan-cadangan korporat untuk dilaksanakan seperti berikut:

(a) Cadangan menerbitkan sehingga RM240 juta nilai nominal nota jangka sederhana dibawah program nota jangka sederhana.

(b) Cadangan menerbitkan sehingga RM85 juta nilai nominal nota junior di bawah program nota junior.

(c) Cadangan Skim Pengaturan yang disediakan mengikut obligasi Syarikat untuk mematuhi peruntukan-peruntukan Pindaan Nota Amalan 17/2005 mengikut Keperluan Penyenaraian Bursa Malaysia Securities Berhad yang mengandungi empat (4) cadangan iaitu Cadangan Penilaian Permodalan, Cadangan Pelupusan, Cadangan Pengurangan Modal dan Cadangan Penggabungan.

Nota jangka sederhana bernilai RM240 juta telah diterbitkan selepas tahun kewangan berakhir manakala baki cadangan korporat yang selebihnya masih diperingkat pelaksanaan.

PENGKELASAN SEMULA SEKTOR

Berkuatkuasa dari 11 Julai 2011, saham Syarikat telah dikelaskan semula iaitu dari sektor “Hartanah” kepada sektor “Pembinaan” oleh Bursa Malaysia Securities Berhad bagi mencerminkan dengan lebih jelas aktiviti perniagaan utama Syarikat.

“Faculty Air Conditioning Plant” “TES Tank”

Kemudahan Infrastruktur siap dibina dibawah Zon 1 Fasa 1

Rumah Bandar

Pangsapuri Resak

Unit Kediaman di Taman Puncak Perdana, Seksyen U10, Shah Alam, Selangor


ULASAN OPERASI

Pembinaan

Pembinaan kerja-kerja bernilai RM266.5 juta Zon 1 Fasa 2 Kampus UiTM Puncak Alam yang mengandungi tiga (3) fakulti untuk menampung tidak kurang daripada 5,000 pelajar, kediaman asrama untuk 2,500 pelajar, 10 unit kediaman felo, dewan serbaguna, pusat penyelenggaraan, dewan solat, perpustakaan, pusat pelajar, kafeteria dan pusat kesihatan yang akan dibangunkan di atas tanah projek seluas kira-kira 45 ekar bersama-sama dengan utiliti dan kemudahan yang perlu, telahpun bermula pada 11 April 2011 dan dijangka siap pada 10 April 2014.

Projek ini adalah sebahagian dari 23 tahun konsesi yang telah diperolehi oleh Kumpulan dalam tahun 2010 yang mana, selepas kerja-kerja pembinaan selesai, kerja-kerja penyenggaraan akan dikendalikan untuk tempoh 20 tahun.

Pembangunan Hartanah dan Pengurusan Projek

Bahagian ini terus menumpu dalam membangunkan sebahagian daripada 600 ekar projek pembangunan bercampur di Seksyen U10, Shah Alam, Selangor dan menguruskan pembangunan 49 ekar projek pembangunan bercampur di Bandar Pinggiran Subang, Seksyen U5, Shah Alam, Selangor.

PENGHARGAAN

Lembaga Pengarah TRIplc Berhad ingin mengucapkan terima kasih kepada pemegang-pemegang saham, pelabur-pelabur, pihak berkuasa kerajaan, rakan-rakan perniagaan, pelanggan-pelanggan, bank-bank dan subkontraktor-subkontraktor di atas sokongan berterusan yang diberikan.

Kami juga memanjangkan rasa terima kasih kami kepada pihak pengurusan dan kakitangan atas kesetiaan, dedikasi dan komitmen mereka kepada Kumpulan. Saya juga ingin memanjangkan rasa terima kasih kepada semua ahli Lembaga Pengarah di atas nasihat dan sokongan mereka sepanjang tahun.

Pihak Lembaga ingin mengucapkan terima kasih kami kepada YBhg Dato’ Ibrahim Bin Md Yusof, yang telah meletak jawatan sebagai Pengarah Urusan pada 1 Januari 2011. Kami dengan sukacita mengalu-alukan Encik Zainal Abidin Bin Ismail di dalam lembaga pengarah, yang menggantikan YBhg Dato’ Ibrahim sebagai Pengarah Urusan Syarikat yang baru.

DATO’ ZOLKIPLI BIN ABDUL DPMP, DIMP, JSM, KMN, PBSPengerusi

17 Oktober 2011

Kampus

Kampus UiTM di Taman Puncak Perdana, Seksyen U10, Shah Alam, Selangor

Asrama

Unit Kediaman dan Perniagaan di Bandar Pinggiran Subang, Seksyen U5, Shah Alam, Selangor

Pangsapuri Merak Rumah Kedai

PENYATA PENGERUSI


CORPORATE DIARY

2010

Bowling TournamentA bowling tournament between the staff was held at Ole-Ole Super Bowl, Monterez Golf & Country Club.

Hari Raya CelebrationA gathering was organised at Puncak Alam to celebrate Hari Raya with staff, their families and business associates.

31 Jul 06 Oct

TRIplc Annual General Meeting (“AGM”)TRIplc held its 18th AGM at Holiday Inn Glenmarie, and the shareholders approved resolutions to receive the audited financial statements for financial year 2010 and reappointed directors and auditors, amongst others.

23 Nov

Briefing on Group Hospitalisation and Surgical Insurance (“GHSI”)Two (2) briefing sessions were conducted at the corporate office and site office of the Company respectively by representatives from the insurance company and the insurance brokers to ensure staffs fully understand their rights under the GHSI scheme.

02 Dec 2010 & 29 Jan 2011

2011

Site Possession Ceremony of Zone 1 Phase 2 Universiti Teknologi MARA (“UiTM”) Puncak Alam Campus ProjectA site possession ceremony of Zone 1 Phase 2 UiTM Puncak Alam Campus project was held at UiTM site office at their Puncak Alam Campus.

11 Apr


2011Thanksgiving Ceremony for Zone 1 Phase 2 UiTM Puncak Alam Campus ProjectThe ceremony was held at the courtyard of the Company’s site office at UiTM Puncak Alam Campus.

Signing Ceremony for Issuance of RM240 Million Medium Term Notes and RM85 Million Junior NotesA signing ceremony was held at Danajamin Nasional Berhad’s office for the issuance of up to RM240 million medium term notes (“MTN”) and up to RM85 million junior notes (“JN”) where the MTN is guaranteed by Danajamin

TRIplc Celebrated Hari Raya AidilfitriTRIplc shared the joy of Hari Raya Aidilfitri with business associates, staff and family at Puncak Alam.

“Walk For Your Heart PEKA 2011” ProgrammeStaff of the Company participated in a walkathon with the theme “Walk For Your Heart PEKA 2011”, a programme organised by the Selangor, Federal Territory of Kuala Lumpur and Putrajaya’s Water Supply Employees’ Association (“PEKA”) in association with Puncak Niaga (M) Sdn Bhd and Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”), held at the courtyard of Wisma Rozali, Shah Alam to create healthy bonding and lifestyle.

28 May

14 Jul

23 Sept

28 Sept

TRIplc Extraordinary General Meeting (“EGM”)TRIplc held its EGM at Holiday Inn Glenmarie where the shareholders approved the Company’s PN17 regularisation scheme.

19 Sept

CORPORATE DIARY


CORPORATE RESPONSIBILITY STATEMENT

The Group is aware of its corporate responsibility and in this context, strives conscientiously in enhancing efforts to continuously improve itself as a responsible corporate entity. The Group undertakes this responsibility by doing business in a responsible manner towards the stakeholders, employees, business associates and the community at large.

ENVIRONMENT

The Group endeavours to preserve the environment in all its project sites by practicing, amongst others, the following:

• Complyingwiththerulesanddirectivessetbytheauthoritiesonenvironmentalsafetyandprotection.

• Building of proper drainage and water discharge systems in addition to other preventive measures such assedimentation ponds, silt traps and bunkers to prevent wastes being discharged into rivers particularly during heavy downpours.

• Implementingeffectivecontrolledearthworksprocedureandfloodmitigationcontrolsthatincludesadequateearthdrainage and detention ponds to regulate rainwater flow to prevent flooding of surrounding low-lying areas.

• Puttinginplacepreventivemeasuressuchasphaseddevelopments,hillslopesturfing,progressiverevegetation,hydro-seeding, slope stabilisation and silt/sediment traps to avoid soil erosion and sedimentation.

• Forbiddingopenburningtopreventsmokeandcarbondioxideemissionsaffectingtheairqualityofthesurroundingareas.

• Usingofproperpilingmethodsduringfoundationworkstoreducenoisepollution.

COMMUNITY

The Group has always played its role in supports of the community through donation to charitable organisations, sponsorships of worthy causes or support events that promotes awareness on the community’s needs or by supporting associations to organise events for the wider community.

WORKPLACE

The Group strongly believes that its human resource is the key asset that drives the organisation to greater success and hence, constantly invests in its employees through the following approaches:

• Ensuringthatthehealthandsafetyofitsemployeesaretakencareofattheworkplacebythesetting-upofaSafetyCommittee to monitor, review and improve on the health and safety rules, operations and performance and to raise and promote health and safety awareness at all levels such as organising talks on fire, safety and health.


• Ensuringthatstaffwelfareistakencareofbyprovidingacomprehensivegrouphealthinsurancepolicytocoverthem in the event of hospitalisation, normal illness and accident cases. A Group Term Life Insurance Policy is provided for each staff to meet any untoward incidents.

• Ensuringaharmoniousworkplacebypractisingnon-prejudicialpoliciesagainstrace,genderorage.Thisguidingprinciple promulgates basic human and labour rights for maintaining good governance and a healthy and professional workplace.

• Continuousupgradingofemployees’skillandknowledgeinorderfor themtoexcel intheirworkperformancesthrough training programmes and workshops.

• Promotingabalancedhealthywork-lifewiththeformationofasportsclubtopromotesportsandsocialactivities.

• Promoting a sense of belonging amongst staffs by providing a platform for staff to interact via informed staffgatherings and other activities.

• Providingcompetitiveremunerationpackagetotheemployees.

MARKETPLACE

The Group recognises the importance of market confidence on the Group’s business operations and business conduct, hence various best practices, policies and procedures on excellent business ethics and values, good corporate governance and procurement policies, quality and stakeholder engagement are enforced throughout the Group such as:

• Implementinganeffectiveandefficientoperationalstructurefortimelydeliveryofqualityproductsandservices,accident-free operations, elimination of occupational health hazards and environmental conservation and preservation with continuous maintenance programs.

• Practicingofgoodgovernancewithcommitmentinensuringtrueandfairfinancialreportingwiththemaintenanceof a proper risk management framework for safeguarding the Group’s assets and prevention of fraud and other irregularities.

• Disclosing and transfering of quality information to investors, regulators, customers, suppliers, employees andgeneral public with proper accountability and transparency.

• Controlling of the purchasing process to ensure that materials and/or services are purchased to satisfy clients’requirements and contract specifications in terms of pricing, quality, availability and timely delivery.

• Carrying out regular reviews, process improvements and quality control assessments to continuously enhancethe production process and quality of products and services to prevent product defects, accidents, health and environmental hazards, at the same time satisfying customers’ requirements and meeting the needs of stakeholders and the communities at large.

This statement is made in accordance with a resolution of the Board of Directors dated 17 October 2011.

CORPORATE RESPONSIBILITY STATEMENT


CORPORATE GOVERNANCE STATEMENT

INTRODUCTION

The Board of Directors of the Company recognises the importance of good corporate governance for the protection of the interest of all stakeholders and enhancement of shareholders’ value, thus is committed to the conduct of good governance practice throughout the Group.

PURPOSE

This statement outlines the manner in which the Group has applied the principles of good governance and the extent to which it has complied with the best practices set out in the Malaysian Code of Corporate Governance (“the Code”).

The Board will continuously evaluate the corporate governance practices adopted by the Group to ensure its management practices and systems are in line with the underlying tenets of the principles and best practices.

BOARD OF DIRECTORS

(i) Board Composition

The Board of the Company consists of five (5) members of which two (2) are Executive Directors and three (3) are Independent Non-Executive Directors which complies with the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) on board composition.

Encik Jumsi Bin Batri has been identified by the Board as the Senior Independent Non-Executive Director of the Board to whom concerns of shareholders may be conveyed.

The role of the Independent Non-Executive Chairman and the Managing Director are distinct and separate. The Independent Non-Executive Chairman avails himself to provide clarifications on issues that are raised by the shareholders and investors to ensure the integrity and effectiveness of the governance process of the Board. The Independent Non-Executive Chairman also maintains regular dialogues with the Managing Director on all operational matters and acts as the facilitator at Board meetings. The current Independent Non-Executive Chairman did not previously hold the position of Chief Executive Officer and Managing Director in the Group.

The Managing Director has the overall responsibilities over the subsidiaries, organisational and operational effectiveness and implementation of Board’s policies and decisions.

(ii) Board Duties and Responsibilities

The Board comprise members with a wide range of experience in relevant fields such as finance, accounting, business, economics, public administration and technical aspects which are vital for the successful direction of the Group. A brief profile of each Director is presented in pages 6 to 9 of this Annual Report.

All Board members bring an independent judgement to bear on issues of strategy, performance, resources and standard of conduct.



(iii) Supply of Information

The Board meets at least four (4) times in a year and additional meetings may be held as and when required.

During the financial year ended 31 May 2011, seven (7) Board of Directors’ Meetings were held and the details of attendance of each of the Directors are as follows:

No. Name of Directors

Number of Meetings Held during Directors’ Tenure

in OfficeNumber of Meetings

Attended

1. Dato’ Zolkipli Bin Abdul 7 72. Zainal Abidin Bin Ismail

(Appointed on 1 January 2011)4 4

3. Ar Mohd Khalid Bin Mohammed Yusuf 7 74. Jumsi Bin Batri 7 75. Ibrahim Bin Topaiwah 7 66. Dato’ Ibrahim Bin Md Yusof

(Resigned on 1 January 2011)3 3

7. Nurjannah Binti Ali (Resigned on 1 August 2011)

7 6

The Chairman is responsible for organising the agenda for the Board Meetings. Every member of the Board is provided in advance of the Board Meeting with an agenda and a set of papers comprising reports and other relevant information to enable the Board to discharge its responsibilities.

The Board Papers include amongst others, the financial performance of the Group, the performance of the projects of the Group and major operational, financial and corporate issues.

In addition, there is a schedule of matters specifically reserved for the Board’s decision which includes the approval of the Group’s annual budget, documents of material contractual nature, corporate plans and proposals, changes to the structure of the Group, including key policies and procedures.

All Directors have access to all information within the Group whether as a full Board or in their individual capacity. The Directors may also obtain independent professional advice in the furtherance of their duties at the Company’s expense in accordance with the procedure of the Company and all Directors have access to all staff for information and the advice and services of the Company Secretary in carrying out their duties.

(iv) Board Committees

The Board has delegated certain functions to the Committees it established to assist in the execution of its responsibilities for the Group. Each Board Committee operates under clearly defined terms of reference. The minutes of the respective Committees are incorporated in the Board Papers for the Board’s information. The composition and function of each Committee is as set out below:

Audit Committee

The Audit Committee was established on 6 July 1994. The composition, terms of reference and activities of the Audit Committee are set out in pages 34 to 39 of this Annual Report.



Nomination Committee

The Nomination Committee was established on 11 December 2001 and comprise the following members:

Ibrahim Bin Topaiwah, Chairman (Independent Non-Executive Director)(Appointed on 1 August 2011)Dato’ Zolkipli Bin Abdul, Member (Independent Non-Executive Director)Jumsi Bin Batri, Member (Independent Non-Executive Director)Nurjannah Binti Ali, Chairman (Independent Non-Executive Director)(Resigned on 1 August 2011)

The functions of the Nomination Committee are:

• ToidentifyandrecommendtotheBoard,candidatesforalldirectorshipstobefilledbytheshareholdersorthe Board.

• Toconsider,inmakingitsrecommendations,candidatesfordirectorshipsproposedbytheManagingDirectorand, within the bounds of practicability, by any other senior executive or any Director or shareholder.

• TorecommendtotheBoard,DirectorstofilltheseatsonBoardCommittees.

• Toreviewannuallytherequiredmixofskillsandexperienceandotherqualities,includingcorecompetencieswhich non-executive directors should bring to the Board.

• ToassessannuallytheeffectivenessoftheBoardasawhole,theCommitteesoftheBoardandthecontributionof each individual Director on an ongoing basis.

The Nomination Committee will meet as required. Two (2) meetings, which were attended by all members, were held during the financial year.

Remuneration Committee

The Remuneration Committee was established on 11 December 2001 and comprise the following members:

Ibrahim Bin Topaiwah, Chairman (Independent Non-Executive Director)(Appointed on 1 August 2011)Zainal Abidin Bin Ismail, Member (Managing Director)(Appointed on 1 January 2011)Jumsi Bin Batri, Member (Independent Non-Executive Director)Dato’ Ibrahim Bin Md Yusof, Member (Managing Director)(Resigned on 1 January 2011)Nurjannah Binti Ali, Chairman (Independent Non-Executive Director)(Resigned on 1 August 2011)

The functions of the Remuneration Committee are:

• To develop and recommend to the Board the remuneration package of the Executive Directors in all itsforms, drawing from outside advice as necessary.

• ToreviewtheannualremunerationpackagetobepaidtoeachDirectorforhisservicesasamemberoftheBoard such that the levels of remuneration are sufficient to attract and retain the Directors needed to run the Company successfully.

The Remuneration Committee will meet as required. One (1) meeting, which was attended by all members, was held during the financial year.



ESOS Committee

The ESOS Committee was established on 13 November 2002 and comprise the following members: Dato’ Zolkipli Bin Abdul, Chairman (Independent Non-Executive Director)Zainal Abidin Bin Ismail, Member (Managing Director)(Appointed on 1 January 2011)Jumsi Bin Batri, Member (Independent Non-Executive Director)Dato’ Ibrahim Bin Md Yusof, Member (Managing Director)(Resigned on 1 January 2011)

The ESOS Committee is responsible for administering and regulating its own proceedings in such manner as it shall in its discretion deem fit, do all acts and things, execute all documents and delegate any of its powers and duties relating to the Employees’ Share Option Scheme (“the Scheme”) as it may in its discretion consider to be necessary or desirable for giving effect to the Scheme and within such powers and duties as are conferred upon it by the Board and shall include the powers to:

• construeandinterprettheESOSBye-Laws,theScheme,OfferLetterandoptionsgrantedundertheScheme,to define the terms therein and to recommend to the Board to establish, amend and revoke rules and regulations relating to the Scheme and its administration subject to the provisions of the Scheme. The ESOS Committee in the exercise of this power may correct any defect, supply any omission, or reconcile any inconsistency in the ESOS Bye-Laws or in any documents pursuant thereto, including any agreement providing for an option, in a manner and to the extent it shall deem necessary to expedite and make the Scheme fully effective.

• determine all issues of policy and expediency that may arise in the administration of the Scheme andgenerally exercise such powers and perform such acts as are deemed necessary or expedient to promote the best interests of the Company.

The ESOS Committee will meet on a need basis subject to a minimum of at least two (2) times a year. Two (2) meetings, which were attended by all members, were held during the financial year.

Board Management Committee

The Board Management Committee was established on 26 April 2010 and comprise the following members:

Zainal Abidin Bin Ismail, Chairman (Managing Director)(Appointed on 1 January 2011)Ar Mohd Khalid Bin Mohammed Yusuf, Member (Executive Director, Operations)Zulbahari Bin Abu Bakar, Member (Executive Director, Business Development)(Appointed on 1 January 2011)Chan Yuet Leng, Member (General Manager, Corporate Finance & Accounts)Rohani Binti Othman, Member (Assistant General Manager, Corporate Services)Dato’ Ibrahim Bin Md Yusof, Chairman (Managing Director)(Resigned on 1 January 2011)

The Board Management Committee is responsible in reviewing and approving all matters of the Group except for a formal schedule of matters specifically reserved for the Board’s decision. In cases where there is doubt, it shall then be tabled to the Board for consideration and approval.

The Board Management Committee shall meet as and when the need arises.



(v) Appointments to the Board

The Nomination Committee is responsible in reviewing the composition of the Board and Board Committees annually and makes recommendations to the Board where considered necessary to ensure the Board and the Board Committees comprises an appropriate mix of skills and experience.

(vi) Re-election

In accordance with the Articles of Association of the Company, all Directors who are appointed to the Board are subject to election by shareholders at the first Annual General Meeting after their appointment and one-third or nearest one-third of the Directors, excluding those who are newly appointed to the Board, are required to retire by rotation at each Annual General Meeting. The Directors to retire in each year shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. Similarly, this means that all Directors will stand for re-election at least once in every three (3) years.

As such, Ar Mohd Khalid Bin Mohammed Yusuf who retire by rotation pursuant to Article 88 of the Company’s Articles of Association is subject to election by shareholders at the 19th Annual General Meeting. Encik Zainal Abidin Bin Ismail who was just appointed to the Board on 1 January 2011 will be subjected to election by shareholders under Article 95 at the same meeting.

(vii) Directors’ Training and Orientation of New Directors

All the Directors have completed the Mandatory Accreditation Programme (“MAP”) organised by Bursa Securities. During the financial year under review, the Directors have attended the relevant training programmes identified by the Board as follows:

No. DirectorType of Training Course Title Date Held

No. of Hours/Days

1. Dato’ Zolkipli Bin Abdul

Workshop

Seminar

1) Board of Directors’ Workshop

2) Corporate Governance - The Holistic Board

28 October 2010

4 May 2011

1 day

3 hours

2. Zainal Abidin Bin Ismail(Appointed on 1 January 2011)

Seminar 1) Corporate Governance - The Holistic Board

4 May 2011 3 hours

3. Ar Mohd Khalid Bin Mohammed Yusuf

Forum

Conference

Symposium

Talk

1) Kuala Lumpur Design Forum 2010

2) Datum: KL 2010

3) LAM-PAM Professional Practice Symposium 2011

4) The Board’s Responsibility for Corporate Culture - Selected Governance Concerns and Tools for Addressing Corporate Culture and Board Performance

1 July 2010

2 & 3 July 2010

10 January 2011

5 May 2011

1 day

2 days

1 day

1¾ hours



No. DirectorType of Training Course Title Date Held

No. of Hours/Days

4. Jumsi Bin Batri Seminar

Talk

1) Corporate Governance - The Holistic Board

2) The Board’s Responsibility for Corporate Culture - Selected Governance Concerns and Tools for Addressing Corporate Culture and Board Performance

4 May 2011

5 May 2011

3 hours

1¾ hours

5. Ibrahim Bin Topaiwah


4 May 2011 3 hours

6. Dato’ Ibrahim Bin Md Yusof(Resigned on 1 January 2011)

Workshop

Official Launching, Conference

& Presentation

1) Public Private Partnership Training Programme Essentials of PPP

2) Official Launching of Greenbuild Asia ’11 Expo & Conference and Special Presentation on “The Future of Sustainable Building, Design & Construction”

2 & 3 August 2010

10 August 2010

2 days

3 hours

7. Nurjannah Binti Ali(Resigned on 1 August 2011)


4 May 2011 3 hours

In relation to the orientation of new Directors, it is the responsibility of the Chairman or the Managing Director or the Company Secretary of the Company as appropriate, to ensure that all newly appointed Directors are provided with the appropriate orientation involving briefing the new Directors on the corporate structure and business of the Group and introduction to other members of the Board and Senior Management staff.

DIRECTORS’ REMUNERATION

(i) The Level and Make-up of Remuneration

The Group’s policy on Directors’ remuneration is to ensure that the Directors are adequately remunerated for the services they render. The remuneration package of the Executive Directors is structured to commensurate with corporate and individual performance, seniority in service, experience and scope of responsibility. The determination of remuneration packages for non-executive directors is a matter for the Board as a whole. Directors do not participate in decisions regarding their own remuneration packages.

(ii) Procedure

The Remuneration Committee is responsible for reviewing the remuneration policy for Executive Directors to ensure they are rewarded appropriately for their contributions to the Group’s growth and profitability.

The remuneration of the Executive and Non-Executive Directors is a matter for consideration by the Board as a whole. The Directors shall abstain from discussions pertaining to their own remuneration packages.



(iii) Disclosure

The details of Directors’ remuneration for the financial year ended 31 May 2011 are summarised as below:

The aggregate remuneration of Directors received/receivable from the Company and its subsidiary companies categorised in the following components are:

Executive Directors

Non-Executive Directors Total

Directors’ fees (RM) - 45,000 45,000Salaries & Bonus (RM) 724,920 - 724,920Employees Provident Fund (RM) 102,444 - 102,444Fixed allowances (RM) - 156,000 156,000Meeting allowances (RM) 7,600 23,600 31,200Benefits-in-kind (RM) 184,882 9,674 194,556

1,019,846 234,274 1,254,120

The number of Directors whose remuneration falls within each of the following successive bands of RM50,000 are:

Number of DirectorsRange of Remuneration Executive Non-ExecutiveBelow RM50,000 - 1RM50,001 to RM100,000 - 2RM100,001 to RM150,000 - -RM150,001 to RM200,000 - 1RM200,001 to RM250,000 1 -RM250,001 to RM300,000 1 -RM300,001 to RM350,000 - -RM350,001 to RM400,000 - -RM400,001 to RM450,000 - -RM450,001 to RM500,000 1 -

SHAREHOLDERS

(i) Dialogue between the Company and Investors

The Company acknowledges the importance of communication with its shareholders, institutional and potential investors. As such, major corporate developments and events are duly and promptly announced to its shareholders and potential investors via Bursa Securities. In addition, the Company also ensures timely release of the financial results on a quarterly basis to provide its shareholders and potential investors an overview of the Group’s performance and operations.



To further enhance investor relations and shareholders communication, the Group has established a website at http://www.triplc.com.my. The corporate, financial and market information of the Company are accessible from the website. Any enquiries or concerns regarding the Company may also be conveyed via email: [email protected] through the “Contact Us” page or in writing to the following:

The Company Secretary TRIplc Berhad No. 6 & 8, Jalan Apollo CH U5/CH Bandar Pinggiran Subang, Seksyen U5 40150 Shah Alam Selangor Darul Ehsan

The Company will hold open dialogues with institutional shareholders upon request or when the need arises whilst ensuring that the information disclosed complies strictly with the Listing Requirements of Bursa Securities.

The above are based on the Company’s policy to adopt an open and transparent policy in respect of the Company’s relationship with its investors and shareholders and to use the Company’s best endeavours to identify and evaluate issues of concern to the investors and shareholders.

(ii) The Annual General Meeting

The Annual General Meeting is also a means of communication with shareholders. At least 21 days prior to the Annual General Meeting, the Annual Report and Circular to Shareholders (if any) will be mailed to the shareholders to inform them of the financial performance and other corporate information relating to the Group. Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf. Shareholders are given the opportunity to seek and clarify any pertinent and relevant issues raised in the meeting in relation to the operations and performance of the Group and to exchange views with the Board members.

Where appropriate, a press conference is held immediately after the Annual General Meeting where the members of the media are advised of the resolutions passed and to answer questions in relation to the Group’s operations posed by the reporters.

ACCOUNTABILITY AND AUDIT

(i) Financial Reporting

The Board is responsible for ensuring a balanced and understandable assessment of the Group’s financial position and prospects in its quarterly and annual reports and other price-sensitive public reports and reports to the regulators. The Audit Committee assists the Board by reviewing the disclosure information to ensure completeness, accuracy and validity of the information in the reports. A Statement on Directors’ Responsibility and a Statement by Directors together with a Statutory Declaration made in relation to the preparation of the annual audited financial statements are set out below and in page 50 of this Annual Report.

(ii) Directors’ Responsibility Statement in Respect of Audited Financial Statements

Pursuant to the Companies Act 1965, Directors are required to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and the Company as at the financial year end and of the results and cash flows of the Group and the Company for that period.



In preparing the financial statements of TRIplc Berhad, the Directors have ensured that appropriate accounting policies have been used and applied consistently and supported by reasonable and prudent judgements and estimates.

The Directors have also ensured that all applicable approved accounting standards have been followed.

To enable the Directors to ensure that the financial statements comply with the provisions of the Companies Act 1965, the Directors have ensured that proper accounting records have been kept which are able to disclose with reasonable accuracy at any time, the financial position of the Company.

(iii) Internal Control

An Internal Control Statement is set out in pages 40 to 42 of this Annual Report which provides an overview of the Company’s approach in maintaining a sound system of internal control to safeguard shareholders’ investment and the Group’s assets.

(iv) Relationship with the Auditors

The Board has via the Audit Committee, established a formal and transparent arrangement for maintaining an appropriate relationship with its external auditors.

The role of the Audit Committee in relation to the external auditors is described in the Audit Committee Report in pages 34 to 39 of this Annual Report.



AUDIT COMMITTEE REPORT

INTRODUCTION

The Board of Directors of the Company is pleased to present the report of the Audit Committee for the financial year ended 31 May 2011.

PURPOSE

The Audit Committee assists the Board in ensuring the integrity of the Group’s financial procedures and internal control systems to safeguard assets, manage risks and promote sound and profitable business operations.

MEMBERSHIP AND ATTENDANCE

The members of the Audit Committee and their attendance at each of the Audit Committee Meeting held during the financial year ended 31 May 2011 are as follows:

No.Composition of the Committee Designation

Number of Meetings Held Whilst in Office

Number of Meetings Attended

1. Jumsi Bin BatriChairman

Independent Non-Executive Director

6 6

2. Dato’ Zolkipli Bin AbdulMember(Appointed on 1 August 2011)


- -

3. Nurjannah Binti AliMember(Resigned on 1 August 2011)


6 4

4. Ibrahim Bin TopaiwahMember


6 5

COMPOSITION AND TERMS OF REFERENCE OF THE AUDIT COMMITTEE

1. Composition

i. Members

The Audit Committee shall be appointed from the members of the Board and shall comprise of not less than three (3) members, of which all shall be non-executive directors with a majority of them being independent directors and at least one (1) member of the Audit Committee:

a. must be a member of the Malaysian Institute of Accountants; or

b. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and:

• hemusthavepassedtheexaminationsspecifiedinPartIofthe1stScheduleoftheAccountantsAct1967; or

• he must be a member of one of the associations of accountants specified in Part II of the 1stSchedule of the Accountants Act 1967; or

c. fulfills such other requirements as prescribed or approved by the Exchange.

No alternate director shall be appointed a member of the Audit Committee.



ii. Retirement and Resignation

Where the members for any reason are reduced to less than three (3), the Board shall within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number.

iii. Chairman

The members of the Audit Committee shall elect a Chairman from among their number who shall be an independent director.

iv. Term of Office and Performance of Members

The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three (3) years to determine whether the Audit Committee and members have carried out their duties in accordance with the terms of reference.

2. Meetings

i. Frequency of Meetings

There shall be a minimum of four (4) meetings in a financial year.

Upon the request of its members, the management, the internal auditors or the external auditors, the Chairman of the Audit Committee shall convene a meeting of the Audit Committee to consider any matter within the scope and responsibilities of the Audit Committee or any matter the external auditors believe should be brought to the attention of the directors or shareholders.

At least twice a year, the Audit Committee shall meet with the external auditors without any executive officer of the Group being present.

ii. Quorum

Two (2) members present of which a majority must be independent directors shall form a quorum.

iii. Secretary

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

iv. Attendance of Other Directors and Employees

Other directors and employees shall only attend any particular Audit Committee meeting only at the Audit Committee’s invitation, specific to the relevant meeting.

v. Voting

Any questions arising at any meeting of the Audit Committee shall be decided by a majority of votes. In case of an equality of votes, the votes of the independent directors shall prevail.

vi. Agenda

The Secretary shall be responsible, in conjunction with the Chairman, for drawing-up the agenda and circulating it, supported by explanatory documentation to all the Audit Committee members and any persons that may be required to attend.



vii. Reporting Procedure

The Secretary shall be responsible for keeping the minutes of meetings of the Audit Committee and circulating them to all the members of the Board. The minute book shall also be opened to the inspection of any member of the Audit Committee and of the Board.

3. Authority

The Audit Committee shall:

i. have the authority to investigate any matter within its terms of reference;

ii. have the resources which are required to perform its duties;

iii. have full and unrestricted access to any information pertaining to the Company;

iv. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;

v. be able to obtain independent professional or other advice; and

vi. be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Group, whenever deemed necessary.

4. Duties and Responsibilities

The duties and responsibilities of the Audit Committee are:

i. to serve as a focal point for communication between non-audit committee directors, the external auditors, internal auditors and the Management;

ii. to assist the Board in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of the Group and the sufficiency of auditing relative thereto; and

iii. to assist the Board in assuring the independence of the Company’s external auditors, the integrity of management, the adequacy of disclosures to shareholders, and the adequacy and integrity of internal controls.

5. Functions

The functions of the Audit Committee should include the review and report of the following to the Board of the Company:

i. Internal Audit

• toreviewtheadequacyofthescope,functions,competencyandresourcesoftheinternalauditfunctions,and that it has the necessary authority to carry out its work;

• to review the internal audit programme, processes, the results of the internal audit programme,processes or investigation undertaken and where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function;



• toreviewanyappraisalorassessmentoftheperformanceofmembersoftheinternalauditfunction;

• toapproveanyappointmentorterminationofseniorstaffmembersoftheinternalauditfunction;

• to note resignations of internal audit staff members and provide the resigning staff member anopportunity to submit his reasons for resigning; and

• to consider the major findings of internal investigations and management’s responses, and ensureappropriate actions are taken on the recommendations of the internal audit function.

ii. External Audit

• todiscusswiththeexternalauditorsbeforetheauditcommences,theirauditplanandensurecoordinationwhere more than one audit firm is involved;

• todiscusswiththeexternalauditors,theirevaluationofthesystemofinternalcontrols;

• todiscusswiththeexternalauditors,theirauditreport;

• to discuss with the external auditors on the assistance given by the employees to the externalauditors;

• todiscussproblemsandreservationsarising fromthe interimandfinalaudits,andanymatters theexternal auditors may wish to discuss (in the absence of Management where necessary);

• toreviewwiththeexternalauditors,theirmanagementletterandmanagement’sresponse;

• toconsiderandrecommendtheappointmentoftheexternalauditors,theauditfeeandanyquestionsof resignation or dismissal; and

• toapprovetheprovisionofnon-auditservicesbytheexternalauditors.

iii. Financial Reporting

• to review the quarterly results and annual financial statements, prior to the approval by the Board,focusing particularly on:

- any changes in or implementation of any accounting policies and practices;

- significant adjustments and unusual events arising from the audit;

- the going concern assumption; and

- compliance with accounting standards and other legal requirements; and

• toreviewallprospectivefinancialinformationprovidedtotheregulatorsand/orthepublic.



iv. Risk Management

To oversee the risk management function of the Group including the adequacy and integrity of the Group’s internal control system and report to the Board significant changes in the business and the external environment which affect key risks.

v. Related Party Transactions

To consider any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity. They are also required to ensure that the Board report such transactions annually to the shareholders via the annual report.

vi. ESOS

To verify the options allocation of the Company’s Employees Share Option Scheme (“ESOS”) at the end of each financial year to ensure they are in compliance with the allocation criteria of the share option.

vii. Reporting of Breaches

To report promptly to Bursa Malaysia Securities Berhad on any matter reported by it to the Board of Directors, which has not been satisfactorily resolved resulting in the breach of the Listing Requirements of Bursa Malaysia Securities Berhad.

viii. Other matters

To consider other matters as may be directed by the Board from time to time.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE FOR THE FINANCIAL YEAR

During the financial year 2011, the Audit Committee had carried out, inter alia, the following activities:

(i) Reviewed the audit strategy, audit plan and scope of work of the external auditors and their audit fee;

(ii) Reviewed the findings of the external auditors, particularly issues raised in the management letter and the management’s response;

(iii) Reviewed the unaudited quarterly financial results announcements and the audited financial statements of the Group;

(iv) Reviewed and approved the annual audit plan proposed by the Internal Auditors;

(v) Monitored the implementation of the annual audit plan and ensured sufficient internal audit coverage was accorded on all areas of the Group’s business and activities;

(vi) Reviewed the findings and recommendations of the Internal Auditors with respect to weaknesses in governance and system of internal control;

(vii) Reviewed related party transactions that arose within the Group, if any;

(viii) Reviewed the Internal Control Statement;



(ix) Reviewed the Annual Report;

(x) Reviewed the Risk Management Working Committee’s reports and assessments;

(xi) Discussed on issues and concerns affecting the Group with the external auditors without the presence of the Management;

(xii) The Internal Auditors assisted in the verification of the options allocations of the ESOS of the Company. The Audit Committee is satisfied that the options allocation during the financial year is consistent with the criteria set out in the Bye-Laws of the ESOS and by the ESOS Committee.

TRAINING

During the year, the Audit Committee members have attended trainings, the details of which are listed in the Corporate Governance Statement.

INTERNAL AUDIT FUNCTION

The Audit Committee is supported by an Internal Audit Department. The main role of the Internal Audit Department is to assist the Audit Committee in obtaining the assurances of the effectiveness of the system of internal controls within the Group that encompass the Group’s governance, operations, risk management and information systems of major areas of the Group operation.

During the financial year, the following have been carried out by the Internal Audit Department:

(i) Prepare the annual audit plan for deliberation by the Audit Committee;

(ii) Reviewing and appraising the soundness, adequacy and application of financial and other controls to promote effective control in the Group;

(iii) Ascertaining the extent of compliance with established policies, procedures and statutory requirements;

(iv) Ascertaining the extent of compliance with the principles and best practices of corporate governance;

(v) Ascertaining the extent to which the Group’s assets are safeguarded from losses of all kinds;

(vi) Performing operational reviews;

(vii) Recommending improvements to the existing systems of controls; and

(viii) Carrying out audit work in liaison with the management for effective coverage of audit risks.



INTERNAL CONTROL STATEMENT

INTRODUCTION

The Board of Directors is committed in maintaining a sound system of internal control in the Group and is pleased in providing the following statement, which outlines the nature and scope of internal control of the Group during the financial year ended 31 May 2011.

BOARD RESPONSIBILITY

The Board recognises the importance of sound internal control and risk management practices to good corporate governance. The Board affirms its overall responsibility of the Group’s system of internal control and risk management as well as the adequacy and integrity of those systems to safeguard shareholders’ investment and group’s assets.

During the financial year ended 31 May 2011, the Board has established a conducive control environment and processes, reflecting the attitudes and actions of the Board and the Management on the significance of control within the Group.

A) CONTROL STRUCTURE

Key elements of the Group’s internal control structure are as follows:

Audit Committee

• TheAuditCommitteecomprises independentnon-executivemembersof theBoard.TheCommitteehasfull access to both internal and external auditors and met with external auditors without the presence of executive directors twice for financial year ended 2011. Its prime role is to ensure the adequacy and integrity of internal controls with functions including approving audit plan, reviewing audit programme and major audit findings.

Risk Management Working Committee

• TheprimeroleoftheworkingcommitteeistooverseerisksaffectingtheGroup.Thecommitteemeetsona quarterly basis to review and evaluate risks affecting the Group including reporting directly its evaluation and recommendation to the Audit Committee and subsequently to the Board.

Internal Audit

• TheprimeroleoftheinternalauditdepartmentistoassisttheAuditCommitteeinevaluatingtheadequacyand effectiveness of system of internal control, risk management and governance processes within the Group. The audit works are carried out in accordance with a risk based audit plan. The internal audit department met the Audit Committee six (6) times to present its evaluation during financial year ended 2011.

Quality Assurance/Quality Control (“QA/QC”)

• The prime role of the QA/QC department is to administer compliance to ISO 9001:2008 requirements with emphasis on project related activities and functions. It serves as a focal point between the Group and theISOauditors.TheQA/QCdepartmentalsoconductsauditonselectedprojectactivitiesandfunctionstoensure compliance to the ISO requirements.



B) ORGANISATION VALUES

Other elements of the Group’s internal control that attributes to organisation values are as follows: Internal environment

• TheGrouphasanorganisationstructurethatclearlydefineslineofauthorityandaccountability.Thestructuredefined delegations of responsibilities of all business units and line of reporting to management, the Audit Committee and the Board.

• Writtenpoliciesandproceduresforallactivitiesareinplacedefiningscopeofworksandresponsibilitiesofposition holders to ensure standardisation and time efficiency in execution of works.

• The Group has a Board of Management Committee comprising the Managing Director, Executive Directors and two (2) management staff with prime roles to review, deliberate and if thought fit, to approve all transactions except matters exclusively reserved for the Board’s approval.

• AllmajordecisionsrequiringtheapprovaloftheBoardaremadeafterdetailedappraisalandreview.TheBoard receives periodic and comprehensive information covering all activities and functions within the Group.

• Internalandexternaltrainingprogrammeareorganisedthroughouttheyeartomeetstafftrainingneedsandto enhance skills and professionalism.

Objective setting and event identification

• TheGrouphasabusinessdevelopmentfunctionassistingtheseniormanagementandBoardinmanagingissues affecting the Group and ensuring smoothness in operation. This includes identifying and evaluating new target for the Group to ensure the Group achieves significant growth in the future.

• Workprogressesarereviewedduringthemonthlymanagementmeetingensuringmanagementstaffareupdated with latest development and requirements in achieving the objectives. The Board, except for matters that required immediate action, is updated on a quarterly basis on a the progress.

Risks assessment and response

• TherisksaffectingtheGroup’sobjectivesareproperlydocumentedintheGroup’srisksprofiles.TheRiskManagement Working Committee meets on a quarterly basis to review, evaluate, measure and monitor all internal and external risks affecting the Group including developing proposed remedial actions to mitigate risks.

• TherisksmanagementreporthighlightinglevelofriskwithintheGroupissubmittedonaquarterlybasistothe Audit Committee for its perusal and subsequently to the Board for further direction.

Control activities

• TheGroupisaccreditedwithISO9001:2008certificationandtherecommendedbestpracticeshavebeenimplemented in its daily operation.

• There are Standard Operating Procedures in place to govern other activities and functions that are notcovered under ISO 9001:2008.

• FurtherdirectivesfromBoardandseniormanagementthroughissuanceofmemorandumsaretreatedasadditional policies and procedures and they are immediately implemented.



Information and communication

• AdministrativeandoperationalmattersarediscussedduringmonthlymanagementmeetingsandtheBoardis updated on a quarterly basis.

• The Group’s performance and future outlook are communicated on a quarterly basis to the Board andBursa Malaysia Securities Berhad including on an annual basis to the shareholders. All related inquiries are promptly replied to respective parties.

• Allmattersofconcernraisedinthemanagementletterissuedbytheexternalauditorareadequatelyandpromptly replied by the management.

• Generaldirectivesfromseniormanagementaredisseminatedviaissuanceofmemorandumandemailtoallemployees ensuring thorough dissemination of information and subsequent prompt action by recipients.

Monitoring

• There are on-going Internal Audit activities to monitor compliances with policies and procedures, the effectiveness of the internal control system and risk management processes. Internal Audit activities are governed by the Standard for Professional Practice of Internal Auditing, the Internal Audit Charter and the audit plan that is reviewed and approved by the Audit Committee annually.

• As part of promoting Control-Self Assessment, ISO audit has been internally conducted by the Group’spersonnel on yearly basis as addition to audit conducted by external ISO accreditation firm.

CONCLUSION

Internal control systems can only provide reasonable but not absolute assurance against material misstatement or loss.

The Board is of the opinion that the system of internal control of the Group is adequate and effective and has served its function well. The Board endeavours to maintain an adequate system of internal control to support the Group’s operations and will periodically evaluate and take precautionary measures to further improve and strengthen the control environment in ensuring the Group’s objectives can be achieved.



OTHER COMPLIANCE STATEMENT

1. Status of Utilisation of Proceeds Raised from Corporate Proposal

The Company has undertake the following corporate proposals which have yet been completed where raising of proceeds are involved:

- An issuance of up to RM85 million nominal value junior notes under a junior notes programme for financing the construction costs of Zone 1 Phase 2 UiTM Puncak Alam Campus project;

- The disposal of the Company’s entire equity interest in U-Wood Sdn Bhd as part of the Company’s PN17 regularisation scheme where the proceeds raised of approximately RM18.6 million, primarily arising from the settlement of inter-company debt, are intended to be utilised for working capital requirements of the Group for general administrative, operating and project expenses as well as to defray expenses in relation to the PN17 regularisation scheme.

2. Share Buybacks

The Company does not have a scheme to buyback its own shares.

3. Options or Convertible Securities Exercised

The Company had issued two (2) tranches of share options during the financial year 31 May 2011 i.e. on 30 November 2010 and 31 May 2011 respectively. The duration of the ESOS, which became effective on 7 January 2003 for five (5) years and expired on 6 January 2008, was extended for an additional five (5) years commencing from 7 January 2008 up to and including 6 January 2013 on the same terms and conditions as set out in the ESOS Bye-Laws.

There were no options exercised during the financial year 31 May 2011. Non-Executive Directors are not eligible for consideration for offer of options under the ESOS of the Company.

Other than the above, the Company has not issued any convertible securities.

4. Depository Receipt Programme

The Company did not sponsor any depository programme.

5. Sanctions and/or Penalties Imposed

There were no major sanctions and/or penalties imposed on the Company, its subsidiaries, Directors or Management by the relevant regulatory bodies so as to disrupt the business of the Company or its subsidiaries.

6. Non-Audit Fees

The non-audit fees incurred for the financial year ended 31 May 2011 are RM55,000 for acting as reporting accountant for the purpose of the Company’s submission of the proposed regularisation plan to the Securities Commission, RM5,000 for the review of realised and unrealised profits or losses and RM5,500 for the review of the Internal Control Statement by the Company’s auditors.

7. Variation in Results

There were no variances of 10% or more between the results for the financial year ended 31 May 2011 and the unaudited results announced. The Company did not make any release on the profit estimate, forecast or projection for the financial year.


OTHER COMPLIANCE STATEMENT

8. Profit Guarantee

There were no profit guarantees given to the Company.

9. Material Contracts

There were no material contracts of the Group involving Directors’ and major shareholders’ interest entered into during the financial year or still subsisting as at the end of the financial year ended 31 May 2011.

10. Revaluation Policy on Landed Properties

The Group has not adopted a policy of regular revaluation of its landed properties as at the end of the financial year ended 31 May 2011.

11. Internal Audit Function

The internal audit function of the Company is performed in-house at RM88,836 for the financial year ended 31 May 2011.



FINANCIALREPORTS

46 Directors’ Report

50 Statement by Directors

50 Statutory Declaration

51 Independent Auditors’ Report

53 Statements of Financial Position

54 Statements of Comprehensive Income

55 Statements of Changes in Equity

56 Statements of Cash Flows

57 Notes to the Financial Statements

128 Supplementary Information on Realised and Unrealised Profits or Losses


DIRECTORS’ REPORT

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended 31 May 2011.

PRINCIPAL ACTIVITIES

The Company is principally an investment holding company and engaged in property construction and related activities. The principal activities of its subsidiaries are disclosed in Note 10 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

RESULTS

Group RM

CompanyRM

Profit/(Loss) for the financial year attributable to owners of the parent 1,100,232 (4,962,240)

DIVIDENDS

No dividend has been paid, declared or proposed by the Company since the end of the previous financial year. The Directors do not recommend any dividend payment in respect of the financial year ended 31 May 2011.

RESERVES AND PROVISIONS

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

ISSUE OF SHARES AND DEBENTURES

The Company has not issued any new shares or debentures during the financial year.

OPTION GRANTED OVER UNISSUED SHARES

No options were granted to any person to take up unissued ordinary shares of the Company during the financial year apart from the issue of options pursuant to the Employees’ Share Options Scheme (“ESOS”) of the Company.

The Company implemented an Employees’ Share Options Scheme on 7 January 2003 (“ESOS 2003/2008”). The ESOS 2003/2008 is governed by the Bye-Laws which were approved by the shareholders on 28 November 2002 (“ESOS Bye-Laws”). The ESOS 2003/2008 is for a period of five (5) years expiring on 6 January 2008, subject however to renewal(s) for a period(s) of up to a maximum of five (5) years in aggregate. On 4 December 2007, in pursuant to Bye-Law 20.2 of the Company’s ESOS Bye -Laws and upon the recommendation of the ESOS Committee, the Company extended the ESOS 2003/2008 for an additional five (5) years (“ESOS 2003/2013”) commencing from 7 January 2008 up to and including 6 January 2013 on the same terms and conditions as set out in the said Bye-Laws.

The salient features of the ESOS 2003/2013 are as follows:

(a) The ESOS 2003/2013 is set up for the participation in ordinary shares of the Company only. The maximum number of new ordinary shares which may be made available under the ESOS 2003/2013 shall not exceed ten percent (10%) of the total issued and paid-up share capital of the Company at the point in time when an offer is made.

(b) Eligible employees are confirmed full time local employees or Executive Directors of the Group who have been in service within the Group for a continuous period of at least one (1) year including contract staff whose contract is at least five (5) years. During the financial year, the ESOS committee has resolved that only contract staff who have served the Group continuously for five (5) years shall be eligible for ESOS allocation. This includes staff who qualify for ESOS allocation previously to continue to participate in the ESOS 2003/2013 beyond their retirement age of fifty five (55) years if they continue with their employment as a contract staff under a fresh contract of employment without any breach in service.

(c) The ESOS 2003/2013 is administrated by the ESOS Committee which comprises the senior management and/or Board Members appointed by the Board of Directors in accordance with the provisions of the ESOS Bye-Laws.

(d) The options granted under the ESOS 2003/2013 may be exercised by the grantee by notice in writing to the Company during the period commencing from the date of offer and before the expiry of the ESOS 2003/2013 on 6 January 2013.


DIRECTORS’ REPORT (cont’d)

OPTION GRANTED OVER UNISSUED SHARES (cont’d)

The salient features of the ESOS 2003/2013 are as follows (cont’d):

(e) The exercise price of the options at which the eligible employees are entitled to subscribe for the ordinary shares of RM1.00 each in the Company under the ESOS 2003/2013 is the weighted average market price of the shares of the Company as quoted in the Daily Official List issued by Bursa Malaysia Securities Berhad for the five (5) market days immediately preceding the respective dates of offer subject to a discount of not more than ten percent (10%), or at the par value of the ordinary shares of the Company at RM1.00 each, whichever is higher.

(f) The eligible employee to whom the options have been granted has no right to participate, by virtue of the options, in any share issue of any other company within the Group.

(g) The new ordinary shares issued arising from the ESOS 2003/2013 shall rank pari-passu in all respects with the then existing ordinary shares of the Company except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is prior to the date of allotment of the said new ordinary shares.

(h) The details of the options over the ordinary shares of RM1.00 each of the Company are as follows:

_______________ Number of share options _______________

Exercise periodDate of

offerExercise

price

Balanceas at

1.6.2010

Offeredand

accepted Retracted*

Balanceas at

31.5.2011

Exercisableas at

31.5.201114.01.2003 - 06.01.2013 14.01.2003 RM1.00 1,189,000 - (7,000) 1,182,000 1,182,00011.06.2003 - 06.01.2013 11.06.2003 RM1.17 370,000 - - 370,000 370,00002.01.2004 - 06.01.2013 02.01.2004 RM1.00 78,000 - (13,000) 65,000 65,00030.06.2004 - 06.01.2013 30.06.2004 RM1.00 65,000 - - 65,000 65,00001.08.2005 - 06.01.2013 01.08.2005 RM1.00 390,000 - - 390,000 390,00030.11.2005 - 06.01.2013 30.11.2005 RM1.00 90,000 - - 90,000 90,00030.05.2006 - 06.01.2013 30.05.2006 RM1.00 240,000 - - 240,000 240,00030.11.2006 - 06.01.2013 30.11.2006 RM1.00 70,000 - - 70,000 70,00031.05.2007 - 06.01.2013 31.05.2007 RM1.00 80,000 - - 80,000 80,00030.11.2007 - 06.01.2013 30.11.2007 RM1.00 640,000 - - 640,000 538,00030.05.2008 - 06.01.2013 30.05.2008 RM1.00 110,000 - - 110,000 110,00028.11.2008 - 06.01.2013 28.11.2008 RM1.00 215,000 - - 215,000 193,00029.05.2009 - 06.01.2013 29.05.2009 RM1.00 470,000 - - 470,000 303,00030.11.2009 - 06.01.2013 30.11.2009 RM1.00 340,000 - (90,000) 250,000 166,00031.05.2010 - 06.01.2013 31.05.2010 RM1.00 170,000 - - 170,000 114,00030.11.2010 - 06.01.2013 30.11.2010 RM1.00 - 105,000 (20,000) 85,000 57,00031.05.2011 - 06.01.2013 31.05.2011 RM1.00 - 850,000 (100,000) 750,000 177,000

4,517,000 955,000 (230,000) 5,242,000 4,210,000

* due to resignations or offers not taken up

The Company has been granted an exemption by the Companies Commission of Malaysia from having to disclose the full list of option holders and their holdings except for eligible employees (excluding Executive Directors) with option allocation of 300,000 options and above during the financial year. The name of option holders granted to subscribe for 300,000 or more ordinary share of RM1.00 each during the financial year is as follows:

_________ Number of share options _________

NameDate of

offerExercise

price

Balanceas at

1.6.2010

Offeredand

accepted Retracted

Balanceas at

31.5.2011

Loh Cheng Fatt 31.5.2011 RM1.00 - 300,000 - 300,000



DIRECTORS

The Directors who held office since the date of the last report are:

Dato’ Zolkipli Bin Abdul, DPMP, DIMP, JSM, KMN, PBSAr Mohd Khalid Bin Mohammed YusufJumsi Bin BatriIbrahim Bin Topaiwah Zainal Abidin Bin Ismail (appointed on 1 January 2011)Dato’ Ibrahim Bin Md Yusof, D.S.I.S, SSA (resigned on 1 January 2011)Nurjannah Binti Ali (resigned on 1 August 2011)

DIRECTORS’ INTERESTS

The Directors holding office at the end of the financial year and their beneficial interest in the ordinary shares and options over ordinary shares of the Company and of its related corporations during the financial year ended 31 May 2011 as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 were as follows:

__ Number of ordinary shares of RM1.00 each __

Balanceas at

1.6.2010 Bought Sold

Balance as at

31.5.2011

Shares in the CompanyDirect interestAr Mohd Khalid Bin Mohammed Yusuf 261,000 - - 261,000Jumsi Bin Batri 2,000 - - 2,000

None of the other Directors holding office at the end of the financial year held any interest in the ordinary shares and options over ordinary shares or debentures of the Company and of its related corporations during the financial year.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest.

There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object of enabling Directors to acquire benefits by means of the acquisition of shares in, or debentures of the Company or any other body corporate.

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY

(I) AS AT THE END OF THE FINANCIAL YEAR

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

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and have satisfied themselves that there were no known bad debts and that adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values in the ordinary course of business had been written down to their estimated realisable values.



OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (cont’d)

(I) AS AT THE END OF THE FINANCIAL YEAR (cont’d)

(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature.

(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT

(c) The Directors are not aware of any circumstances:

(i) which necessitate the writing off of bad debts or render the amount of the provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any material extent; and

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

(iii) 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.

(d) In the opinion of the Directors:

(i) there has not arisen any item, transaction or event of a material and unusual nature 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; and

(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the period of twelve (12) months after the end of the financial year which will or may affect the abilities of the Group and of the Company to meet their obligations as and when they fall due.

(III) AS AT THE DATE OF THIS REPORT

(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the financial year to secure the liabilities of any other person.

(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financial year.

(g) The Directors are not aware of any circumstances not otherwise dealt with in the report or financial statements which would render any amount stated in the financial statements of the Group and of the Company misleading.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Significant events during the financial year are as disclosed in Note 37 to the financial statements.

AUDITORS

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

Signed on behalf of the Board in accordance with a resolution of the Directors.

Dato’ Zolkipli Bin Abdul DPMP, DIMP, JSM, KMN, PBS

Zainal Abidin Bin Ismail

Director Director

Shah Alam29 September 2011


In the opinion of the Directors, the financial statements set out on pages 53 to 128 have been drawn up in accordance with applicable approved Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 May 2011 and of the financial performance and cash flows of the Group and of the Company for the financial year then ended.

On behalf of the Board,

Dato’ Zolkipli Bin Abdul DPMP, DIMP, JSM, KMN, PBS

Zainal Abidin Bin Ismail

Director Director

Shah Alam29 September 2011

I, Zainal Abidin Bin Ismail, being the Director primarily responsible for the financial management of TRIplc Berhad, do solemnly and sincerely declare that the financial statements set out on pages 53 to 128 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly ) declared by the abovenamed )at Kuala Lumpur this ) Zainal Abidin Bin Ismail29 September 2011 )

Before me:

STATEMENT BY DIRECTORS

STATUTORY DECLARATION


Report On The Financial Statements

We have audited the financial statements of TRIplc Berhad, which comprise the statements of financial position as at 31 May 2011 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 53 to 127.

Directors’ Responsibility For The Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with applicable approved Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 May 2011 and of the financial performance and cash flows of the Group and of the Company for the financial year then ended.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

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

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 10 to the financial statements.

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

(d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF TRIplc BERHAD


INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF TRIplc BERHAD (cont’d)Other Reporting Responsibilities

The supplementary information set out in Note 39 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (‘MIA Guidance’) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

BDO Hiew Kim LoongAF: 0206 2858/08/12 (J)Chartered Accountants Chartered Accountant

Kuala Lumpur 29 September 2011


STATEMENTS OF FINANCIAL POSITIONAS AT 31 MAY 2011

Group Company

Note

2011

RM

2010(Restated)

RM

2011

RM

2010

RMASSETS Non-current assets

Property, plant and equipment 7 14,996,278 15,860,207 297,981 22,623

Prepaid lease payment for land 8 - - - -

Land held for property development 9 76,506,713 76,506,713 - -

Investments in subsidiaries 10 - - 81,308,602 81,173,162

Goodwill on consolidation 11 9,967,811 11,755,372 - -

101,470,802 104,122,292 81,606,583 81,195,785Current assets

Property development costs 12 14,816,185 17,714,246 - -Trade and other receivables 13 42,322,243 39,499,799 76,201,204 60,375,307Current tax assets 1,202,390 1,022,618 358,509 358,509Cash and cash equivalents 15 17,817,965 51,534,960 2,611,488 2,038,005

76,158,783 109,771,623 79,171,201 62,771,821Non-current asset held for sale 16 - - 1 1Assets of disposal group classified as held

for sale17 9,080,652 9,093,036 - -

TOTAL ASSETS 186,710,237 222,986,951 160,777,785 143,967,607

EQUITY AND LIABILITIESEquity attributable to owners of the parent

Share capital 18 142,520,000 142,520,000 142,520,000 142,520,000Reserves 19 (107,279,252) (108,379,484) (109,265,739) (104,303,499)

TOTAL EQUITY 35,240,748 34,140,516 33,254,261 38,216,501

LIABILITIESNon-current liabilities

Borrowings - secured 20 1,268,952 11,218,187 197,163 9,644,408Deferred tax liabilities 24(a) 4,823,349 4,512,791 - -Provisions 25 1,564,275 1,564,275 - -

7,656,576 17,295,253 197,163 9,644,408Current liabilities

Trade and other payables 26 131,378,714 156,683,025 117,634,382 86,462,290Provisions 25 1,246,261 1,246,261 - -Borrowings - secured 20 10,190,995 10,239,090 9,691,979 9,644,408Current tax liabilities 679,068 3,064,931 - -

143,495,038 171,233,307 127,326,361 96,106,698Liabilities of disposal group classified

as held for sale 17 317,875 317,875 - -

TOTAL LIABILITIES 151,469,489 188,846,435 127,523,524 105,751,106

TOTAL EQUITY AND LIABILITIES 186,710,237 222,986,951 160,777,785 143,967,607

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


STATEMENTS OF COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 MAY 2011

Group Company

Note2011RM

2010RM

2011RM

2010RM

Revenue 27 7,591,062 98,453,293 - 90,628,392

Cost of sales 28 (6,298,273) (86,714,522) - (88,815,824)

Gross profit 1,292,789 11,738,771 - 1,812,568

Other income 18,944,640 5,058,369 6,117,386 10,612,510

Selling and marketing costs (17,280) (58,154) - -

Administrative expenses (9,624,887) (2,609,899) (558,572) (405,768)

Other expenses (5,377,190) (4,052,072) (7,495,402) (13,689,022)

Finance costs (2,139,177) (3,854,312) (2,026,277) (3,624,142)

Profit/(Loss) before tax 29 3,078,895 6,222,703 (3,962,865) (5,293,854)

Tax expense 30 (1,978,663) (5,083,599) (999,375) (1,752,237)

Profit/(Loss) for the financial year 1,100,232 1,139,104 (4,962,240) (7,046,091)

Other comprehensive income - - - -

Total comprehensive income/(loss) 1,100,232 1,139,104 (4,962,240) (7,046,091)

Profit/(Loss) attributable to the owners of the parent 1,100,232 1,139,104 (4,962,240) (7,046,091)

Total comprehensive income/(loss) attributable to the owners of the parent 1,100,232 1,139,104 (4,962,240) (7,046,091)

Earnings per ordinary share attributable to equity holders of the Company (sen) 31 0.77 0.80



STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 MAY 2011

____________________ Attributable to owners of the parent ____________________

Group

Sharecapital

RM

Sharepremium

RM

Shareoptionreserve

RM

Propertyrevaluation

reserveRM

Reserve relating

to disposal group

classified as held for sale

RM

Accumulatedlosses

RMTotalRM

Balance as at 31 May 2009 142,520,000 79,687,499 46,949 344,465 4,039,213 (193,636,714) 33,001,412

Total comprehensive income - - - - - 1,139,104 1,139,104

Balance as at 31 May 2010 142,520,000 79,687,499 46,949 344,465 4,039,213 (192,497,610) 34,140,516

Total comprehensive income - - - - - 1,100,232 1,100,232

Balance as at 31 May 2011 142,520,000 79,687,499 46,949 344,465 4,039,213 (191,397,378) 35,240,748

Company

Sharecapital

RM

Sharepremium

RM

Shareoptionreserve

RM

Accumulatedlosses

RMTotalRM

Balance as at 31 May 2009 142,520,000 79,687,499 46,949 (176,991,856) 45,262,592

Total comprehensive loss - - - (7,046,091) (7,046,091)

Balance as at 31 May 2010 142,520,000 79,687,499 46,949 (184,037,947) 38,216,501

Total comprehensive loss - - - (4,962,240) (4,962,240)

Balance as at 31 May 2011 142,520,000 79,687,499 46,949 (189,000,187) 33,254,261



Group Company

Note2011RM

2010RM

2011RM

2010RM

CASH FLOWS FROM OPERATING ACTIVITIES

Cash receipts from customers 8,713,452 98,921,158 4,060,555 87,666,897Rental received 284,131 240,000 - -Cash paid for operating expenses and

construction and property development expenditure (26,905,905) (102,789,965) (6,473,672) (109,235,343)

Cash used in operations (17,908,322) (3,628,807) (2,413,117) (21,568,446)

Deposits received 333 216,397 - -Interest received 1,015,497 1,274,241 46,138 201,254Other income received 19,043 114,540 - -Deposits paid (5,000) (10,380) - -Tax refunded - 349 - -Tax paid (4,233,740) (3,348,872) - (106,250)

Net cash used in operating activities (21,112,189) (5,382,532) (2,366,979) (21,473,442)

CASH FLOWS FROM INVESTING ACTIVITIES

Dividend received - - 2,998,125 5,062,500Purchase of property, plant and equipment 7(a) (73,057) (120,893) (62,535) (2,725)Advances/ Repayments from subsidiaries - - 17,450,495 7,186,261Proceeds from disposal of property, plant

and equipment - 320,926 - -Withdrawal of fixed deposits pledged with a

licensed bank 157,433 1,612,900 - -Placement of fixed deposits pledged with a

licensed bank - (84,306) - -Additional investment in subsidiaries 10 (b) - - (5,649,900) (99,900)

Net cash from investing activities 84,376 1,728,627 14,736,185 12,146,136

CASH FLOWS FROM FINANCING ACTIVITIES

Repayments of hire-purchase liabilities (566,172) (840,342) (15,266) -Hire-purchase interest paid (63,580) (91,465) (4,322) -Repayments of term loans (46,750) (52,694) - -Term loans interest paid (53,642) (47,698) - -Repayments of redeemable secured loan stock (9,644,408) (11,145,601) (9,644,408) (11,145,601)Redeemable secured loan stock interest paid (2,131,727) (1,457,270) (2,131,727) (1,457,270)Repayments to other payables (37,854) (3,014,300) - -

Net cash used in financing activities (12,544,133) (16,649,370) (11,795,723) (12,602,871)

Net (decrease)/increase in cash and cash equivalents (33,571,946) (20,303,275) 573,483 (21,930,177)

Cash and cash equivalents at beginning of financial year 48,244,052 68,547,327 2,038,005 23,968,182

Cash and cash equivalents at end of financial year 15 14,672,106 48,244,052 2,611,488 2,038,005

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MAY 2011



NOTES TO THE FINANCIAL STATEMENTS31 MAY 20111. CORPORATE INFORMATION The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the Main

Market of Bursa Malaysia Securities Berhad.

The registered office of the Company is located at No. 8, Ground Floor, Jalan Apollo CH U5/CH, Bandar Pinggiran Subang, Seksyen U5, 40150 Shah Alam, Selangor Darul Ehsan.

The principal place of business of the Company is located at No. 6-8, Jalan Apollo CH U5/CH, Bandar Pinggiran Subang, Seksyen U5, 40150 Shah Alam, Selangor Darul Ehsan.

The financial statements are presented in Ringgit Malaysia (“RM”), which is the functional currency of the Company.

The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 29 September 2011.

2. PRINCIPAL ACTIVITIES

The Company is principally an investment holding company and engaged in property construction and related activities. The principal activities of its subsidiaries are disclosed in Note 10 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

3. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

The financial statements of the Group and of the Company have been prepared in accordance with applicable approved Financial Reporting Standards (‘FRSs’) and the provisions of the Companies Act, 1965 in Malaysia. However, Note 39 has been prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (‘MIA Guidance’) and the directive of Bursa Malaysia Securities Berhad.

4. SIGNIFICANT ACCOUNTING POLICIES

4.1 Basis of accounting

The financial statements of the Group and of the Company have been prepared under the historical cost convention except as otherwise stated in the financial statements.

The preparation of financial statements requires the Directors to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and contingent liabilities. In addition, the Directors are also required to exercise their judgement in the process of applying the accounting policies. The areas involving such judgements, estimates and assumptions are disclosed in Note 6 to the financial statements. Although these estimates and assumptions are based on the Directors’ best knowledge of events and actions, actual results could differ from those estimates.

4.2 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries made up to the end of the financial year.

All the subsidiaries are consolidated using the purchase method of accounting except for a subsidiary acquired prior to 1 January 2006, as disclosed in Note 10 to the financial statements which was consolidated using the merger method of accounting.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)4. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

4.2 Basis of consolidation (cont’d)

(a) Under the purchase method of accounting, the cost of business combination is measured at the aggregate of fair values at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly attributable to the business combination.

At the acquisition date, the cost of business combination is allocated to identifiable assets, liabilities

assumed and contingent liabilities in the business combination which are measured initially at their fair values at the acquisition date. The excess of the cost of business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised as goodwill (see Note 4.8 to the financial statements on goodwill). If the cost of business combination is less than the interest in the net fair value of the identifiable assets, liabilities and contingent liabilities, the Group will:

(i) reassess the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the business combination; and

(ii) recognise immediately in profit or loss any excess remaining after that reassessment.

When a business combination includes more than one exchange transaction, any adjustment to the fair values of the subsidiary’s identifiable assets, liabilities and contingent liabilities relating to previously held interests of the Group is accounted for as a revaluation.

(b) For the acquisition of a subsidiary prior to 1 June 2006 which previously met the criteria for merger of businesses, the said investment is accounted for under the merger method of accounting. Under the merger method of accounting, the results of the subsidiary acquired during the financial year are accounted for on a full year basis.

The difference between the cost of investment and the nominal value of shares acquired at the date of acquisition is treated as merger reserve or deficit. The merger deficit is written off against reserve immediately.

Subsidiaries are consolidated from the acquisition date, which is the date on which the Group effectively obtains control, until the date on which the Group ceases to control the subsidiaries. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the existence and effect of potential voting rights that are currently convertible or exercisable are taken into consideration.

Intragroup balances, transactions and unrealised gains and losses on intragroup transactions are eliminated in full. Intragroup losses may indicate an impairment that requires recognition in the consolidated financial statements. If a subsidiary uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to its financial statements in preparing the consolidated financial statements.

The gain or loss on disposal of a subsidiary, which is the difference between the net disposal proceeds and the Group’s share of its net assets as of the date of disposal including the carrying amount of goodwill and the cumulative amount of any exchange differences that relate to the subsidiary, is recognised in the consolidated statement of comprehensive income.

4.3 Property, plant and equipment and depreciation

All items of property, plant and equipment are initially measured at cost. Cost includes expenditure that is directly attributable to the acquisition of the asset.



4.3 Property, plant and equipment and depreciation (cont’d)

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and which has different useful life, is depreciated separately.

After initial recognition, property, plant and equipment except for freehold land are stated at cost less accumulated depreciation and any accumulated impairment losses. The freehold land which has been subsequently revalued, are stated at valuation less accumulated depreciation and accumulated impairment losses.

Freehold land has unlimited useful life and is not depreciated. The long term leasehold land with 99 years lease expiring on 25 March 2093 is amortised over its remaining lease period at the date of acquisition of 93 years. Depreciation on other property, plant and equipment is calculated to write off the costs or valuation of the assets to their residual values on a straight line basis over their estimated useful lives. The principal depreciation rates are as follows:

Buildings 2% Plant and machinery 7 ½ % Office equipment and fittings 10% - 33 ⅓ % Motor vehicles 20%

At the end of each reporting period, the carrying amount of an item of property, plant and equipment is assessed for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable. A write down is made if the carrying amount exceeds the recoverable amount (see Note 4.9 to the financial statements on impairment of non-financial assets).

The residual values, useful lives and depreciation method are reviewed at the end of each reporting period to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment. If expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate.

The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no

future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and the carrying amount is included in profit or loss and the revaluation surplus related to those assets, if any, is transferred directly to retained earnings.

4.4 Leases and hire purchase

(a) Finance leases and hire purchase

Assets acquired under finance leases and hire purchase which transfer substantially all the risks and rewards of ownership to the Group are recognised initially at amounts equal to the fair value of the asset or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the leases, if this is practicable to determine; if not, the Group’s incremental borrowing rate is used. Any initial direct costs incurred by the Group are added to the amount recognised as an asset. The assets are capitalised as property, plant and equipment and the corresponding obligations are treated as liabilities. The property, plant and equipment capitalised are depreciated on the same basis as owned assets.



4.4 Leases and hire purchase (cont’d)

(a) Finance leases and hire purchase (cont’d) The minimum lease payments are apportioned between the finance charges and the reduction of the

outstanding liability. The finance charges are recognised in profit or loss over the period of the lease term so as to produce a constant periodic rate of interest on the remaining lease and hire purchase liabilities.

(b) Operating leases

A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

Lease payments under operating leases are recognised as an expense on a straight-line basis over the lease term.

(c) Leases of land and buildings

For leases of land and buildings, the land and buildings elements are considered separately for the purpose of lease classification and these leases are classified as operating or finance leases in the same way as leases of other assets.

The minimum lease payments including any lump-sum upfront payments made to acquire the interest in the land and buildings are allocated between the land and the buildings elements in proportion to the relative fair values of the leasehold interests in the land element and the buildings element of the lease at the inception of the lease.

For a lease of land and buildings in which the amount that would initially be recognised for the land

element is immaterial, the land and buildings are treated as a single unit for the purpose of lease classification and is accordingly classified as a finance or operating lease. In such a case, the economic life of the buildings is regarded as the economic life of the entire leased asset.

Following the adoption of Amendment to FRS 117 Leases contained in the Improvements to FRSs (2009),

the Group reassessed the classification of land elements of unexpired leases on the basis of information existing at the inception of those leases. Consequently, the Group retrospectively reclassified all prepaid lease payments for land as finance leases as disclosed in Notes 8 and 38 to the financial statements.

4.5 Property development activities

(a) Land held for property development

Land held for property development is stated at cost less impairment losses, if any. Such land is classified as non-current assets when no significant development work has been carried out or where development activities are not expected to be completed within the normal operating cycle.

Cost associated with the acquisition of land includes the purchase price of the land, professional fees, stamp duties, commissions, conversion fees and other relevant levies.

Land held for property development is transferred to property development costs (under current assets) at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle.



4.5 Property development activities (cont’d)

(b) Property development costs

Property development costs comprise all cost that are directly attributable to the development activities or that can be allocated on a reasonable basis to such activities. They comprise the cost of land under development, construction costs and other related development costs common to the whole project including professional fees, stamp duties, commissions, conversion fees and other relevant levies as well as borrowing costs. Where the Group had previously recorded the land at revalued amount, it continues to retain this amount as its surrogate cost as allowed by FRS 2012004 Property Development Activities. Where an indication of impairment exists, the carrying amount of the asset is assessed and written down immediately to its recoverable amount (see Note 4.9 to the financial statements on impairment of non-financial assets).

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

Where revenue recognised in profit or loss exceeds billings to purchasers, the balance is classified as accrued billings under current assets. Where billings exceed revenue recognised in profit or loss, the balance is shown as progress billings under current liabilities.

Where applicable, the fair value of land at the date of acquisition of subsidiaries is carried forward in place of cost.

4.6 Construction contract

Contract costs comprise costs related directly to the specific contract and those that are attributable to the contract activity in general and can be allocated to the contract and such other cost that are specifically chargeable to the customer under the terms of the contract.

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

4.7 Investments in subsidiaries

A subsidiary is an entity in which the Group and the Company have the power to control the financial and operating policies so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity.

An investment in subsidiary, which is eliminated on consolidation, is stated in the Company’s separate financial statements at cost less impairment losses, if any. On disposal of such an investment, the difference between the net disposal proceeds and its carrying amount is included in profit or loss.

4.8 Goodwill

Goodwill recognised in a business combination is recognised as an asset at the acquisition date and is initially measured at cost being the excess of the cost of business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. After initial recognition, goodwill is measured at cost less accumulated impairment losses, if any. Goodwill is not amortised but instead tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.



4.9 Impairment of non-financial assets

The carrying amount of assets, except for financial assets (excluding investments in subsidiaries), assets arising from construction contract, property development costs, deferred tax asset and non-current asset (or disposal group) held for sale, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.

Goodwill which has an indefinite useful life shall be tested annually for impairment or more frequently if events or changes in circumstances indicate that the goodwill might be impaired.

The recoverable amount of an asset is estimated for an individual asset. Where it is not probable to estimate the recoverable amount of the individual asset, the impairment test is carried out on the cash generating unit (“CGU”) to which the asset belongs. Goodwill acquired in a business combination is from the acquisition date, allocated to each of the Group’s CGU or groups of CGU that are expected to benefit from the synergies of the combination giving rise to the goodwill irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units.

The recoverable amount of an asset or CGU is the higher of its fair value less cost to sell and its value in

use.

In estimating the value in use, the estimated future cash inflows and outflows to be derived from continuing use of the asset and from its ultimate disposal are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted. An impairment loss is recognised in profit or loss when the carrying amount of the asset or the CGU, including the goodwill, exceeds the recoverable amount of the asset or the CGU. The total impairment loss is allocated, first, to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of the CGU on a pro-rata basis of the carrying amount of each asset in the CGU.

The impairment loss is recognised in profit or loss immediately except for the impairment on a revalued

asset where the impairment loss is recognised directly against the revaluation reserve to the extent of the surplus credited from the previous revaluation for the same asset with the excess of the impairment loss charged to profit or loss.

An impairment loss on goodwill is not reversed in subsequent periods. An impairment loss for other assets

is reversed if, and only if, there has been a change in the estimates used to determine the assets’ recoverable amount since the last impairment loss was recognised.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the

carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Such reversals are recognised as income immediately in profit or loss except for the reversal of an impairment

loss on a revalued asset where the reversal of the impairment loss is treated as a revaluation increase and credited to the revaluation reserve account of the same asset. However, to the extent that an impairment loss on the same revalued asset was previously recognised in profit or loss, a reversal of that impairment loss is also recognised in profit or loss.

4.10 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one enterprise and a financial liability or equity instrument of another enterprise.



4.10 Financial instruments (cont’d) A financial asset is any asset that is cash, an equity instrument of another enterprise, a contractual right to

receive cash or another financial asset from another enterprise, or a contractual right to exchange financial assets or financial liabilities with another enterprise under conditions that are potentially favourable to the Group.

A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise, or a contractual obligation to exchange financial assets or financial liabilities with another enterprise under conditions that are potentially unfavourable to the Group.

Financial instruments are recognised on the statement of financial position when the Group has become a party to the contractual provisions of the instrument. At initial recognition, a financial instrument is recognised at fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issuance of the financial instrument.

An embedded derivative is separated from the host contract and accounted for as a derivative if, and only if the economic characteristics and risks of the embedded derivative is not closely related to the economic characteristics and risks of the host contract, a separate instrument with the same terms as the embedded derivative meets the definition of a derivative, and the hybrid instrument is not measured at fair value through profit or loss.

(a) Financial assets

A financial asset is classified into the following four categories after initial recognition for the purpose of subsequent measurement:

(i) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss comprise financial assets that are held for trading (i.e. financial assets acquired principally for the purpose of resale in the near term), derivatives (both, freestanding and embedded) and financial assets that were specifically designated into this classification upon initial recognition.

Subsequent to initial recognition, financial assets classified as at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in the fair value of financial assets classified as at fair value through profit or loss are recognised in profit or loss. Net gains or losses on financial assets classified as at fair value through profit or loss exclude foreign exchange gains and losses, interest and dividend income. Such income is recognised separately in profit or loss as components of other income or other operating losses.

However, derivatives that is linked to and must be settled by delivery of unquoted equity instruments that do not have a quoted market price in an active market are recognised at cost.

(ii) Held-to-maturity investments

Financial assets classified as held-to-maturity comprise non-derivative financial assets with fixed or determinable payments and fixed maturity that the Group has the positive intention and ability to hold to maturity.

Subsequent to initial recognition, financial assets classified as held-to-maturity are measured at amortised cost using the effective interest method. Gains or losses on financial assets classified as held-to-maturity are recognised in profit or loss when the financial assets are derecognised or impaired, and through the amortisation process.



4.10 Financial instruments (cont’d)

(a) Financial assets (cont’d)

(iii) Loans and receivables

Financial assets classified as loans and receivables comprise non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

Subsequent to initial recognition, financial assets classified as loans and receivables are measured at amortised cost using the effective interest method. Gains or losses on financial assets classified as loans and receivables are recognised in profit or loss when the financial assets are derecognised or impaired, and through the amortisation process.

(iv) Available-for-sale financial assets

Financial assets classified as available-for-sale comprise non-derivative financial assets that are designated as available for sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.

Subsequent to initial recognition, financial assets classified as available-for-sale are measured at fair value. Any gains or losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised directly in other comprehensive income, except for impairment losses and foreign exchange gains and losses, until the financial asset is derecognised, at which time the cumulative gains or losses previously recognised in other comprehensive income are recognised in profit or loss. However, interest calculated using the effective interest method is recognised in profit or loss whilst dividends on available-for-sale equity instruments are recognised in profit or loss when the Group’s right to receive payment is established.

Cash and cash equivalents include cash and bank balances, bank overdrafts, deposits and other short term, highly liquid investments with original maturities of three (3) months or less, which are readily convertible to cash and are subject to insignificant risk of changes in value.

A financial asset is derecognised when the contractual right to receive cash flows from the financial asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised directly in other comprehensive income shall be recognised in profit or loss.

A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or marketplace convention.

(b) Financial liabilities

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. A financial liability is classified into the following two categories after initial recognition for the purpose of subsequent measurement:

(i) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss comprise financial liabilities that are held for trading, derivatives (both, freestanding and embedded) and financial liabilities that were specifically designated into this classification upon initial recognition.




(b) Financial liabilities (cont’d)

(i) Financial liabilities at fair value through profit or loss (cont’d)

Subsequent to initial recognition, financial liabilities classified as at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in the fair value of financial liabilities classified as at fair value through profit or loss are recognised in profit or loss. Net gains or losses on financial liabilities classified as at fair value through profit or loss exclude foreign exchange gains and losses, interest and dividend income. Such income is recognised separately in profit or loss as components of other income or other operating losses.

(ii) Other financial liabilities

Financial liabilities classified as other financial liabilities comprise non-derivative financial liabilities that are neither held for trading nor initially designated as at fair value through profit or loss.

Subsequent to initial recognition, other financial liabilities are measured at amortised cost using the effective interest method. Gains or losses on other financial liabilities are recognised in profit or loss when the financial liabilities are derecognised and through the amortisation process.

A financial liability is derecognised when, and only when, it is extinguished, i.e. when the obligation specified in the contract is discharged or cancelled or expired. An exchange between an existing borrower and lender of debt instruments with substantially different terms are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.

The difference between the carrying amount of a financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.

(c) Equity

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of its liabilities. Ordinary shares are classified as equity instruments.

Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of shares issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified as equity. Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit. Otherwise, they are charged to profit or loss.

Dividends to shareholders are recognised in equity in the period in which they are declared.

If the Company reacquires its own equity instruments, the consideration paid, including any attributable transaction costs is deducted from equity as treasury shares until they are cancelled. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Where such shares are issued by resale, the difference between the sales consideration and the carrying amount is shown as a movement in equity.




Following the adoption of FRS 139 during the financial year, the Group reassessed the classification and measurement of financial assets and financial liabilities as at 1 June 2010. There is no effect arising from the adoption of FRS 139, hence, no opening statement of financial position as at 1 June 2010 was presented.

4.11 Impairment of financial assets

The Group assesses whether there is any objective evidence that a financial asset is impaired at the end of each reporting period.

(a) Loans and receivables

The Group collectively considers factors such as the probability of bankruptcy or significant financial difficulties of the receivable, and default or significant delay in payments to determine whether there is objective evidence that an impairment loss on loans and receivables has occurred. Other objective evidence of impairment include historical collection rates determined on an individual basis and observable changes in national or local economic conditions that are directly correlated with the historical default rates of receivables.

If any such objective evidence exists, the amount of impairment loss is measured as the difference between the financial asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of loans and receivables are reduced through the use of an allowance account.

If in a subsequent period, the amount of the impairment loss decreases and it objectively relates to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of impairment reversed is recognised in profit or loss.

4.12 Borrowing costs

Borrowing cost that are directly attributable to the acquisition, construction or production of a qualifying asset is capitalised as part of the cost of the asset until when substantially all the activities necessary to prepare the asset for its intended use or sale are complete, after which such expense is charged to profit or loss. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. Capitalisation of borrowing cost is suspended during extended periods in which active development is interrupted.

The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on the

borrowing during the period less any investment income on the temporary investment of the borrowing.

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



4.13 Income taxes

Income taxes include all domestic taxes on taxable profit.

Income taxes also include other taxes, such as withholding taxes and real property gains taxes payable on disposal of properties.

Taxes in the statement of comprehensive income comprise current tax and deferred tax.

(a) Current tax

Current tax is the amount of income taxes payable or receivable in respect of the taxable profit or loss for a period.

Current tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that have been enacted or substantively enacted by the end of the reporting period.

(b) Deferred tax

Deferred tax is recognised in full using the liability method on temporary differences arising between the carrying amount of an asset or liability in the statement of financial position and its tax base.

Deferred tax is recognised for all temporary differences, unless the deferred tax arises from goodwill or the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of transaction, affects neither accounting profit nor taxable profit.

A deferred tax asset is recognised only to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amount of a deferred tax asset is reviewed at the end of each reporting period. If it is no longer probable that sufficient taxable profits will be available to allow the benefit of part or all of that deferred tax asset to be utilised, the carrying amount of the deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable profits will be available, such reductions will be reversed to the extent of the taxable profits.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority on either:

(i) the same taxable entity; or

(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax will be recognised as income or expense and included in the profit or loss for the period unless the tax relates to items that are credited or charged, in the same or a different period, directly to equity, in which case the deferred tax will be charged or credited directly to equity.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting period.



4.14 Provisions

Provisions are recognised when there is a present obligation, legal or constructive, as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Where the effect of the time value of money is material, the amount of a provision will be discounted to its present value at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision will be reversed.

Provisions are not recognised for future operating losses. If the Group has a contract that is onerous, the

present obligation under the contract shall be recognised and measured as a provision.

4.15 Contingent liabilities and contingent assets

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence in the financial statements.

A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group. The Group does not recognise contingent assets but discloses its existence where inflows of economic benefits are probable, but not virtually certain.

4.16 Employee benefits

4.16.1 Short term employee benefits

Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary benefits are recognised as an expense in the year when employees have rendered their services to the Group.

Short term accumulating compensated absences such as paid annual leave are recognised as an expense when employees render services that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make such payments, as a result of past events and when a reliable estimate can be made of the amount of the obligation.



4.16 Employee benefits (cont’d)

4.16.2 Defined contribution plan

The Company and its subsidiaries incorporated in Malaysia make contributions to a statutory provident fund. The contributions are recognised as a liability after deducting any contribution already paid and as an expense in the period in which the employees render their services.

4.16.3 Share-based payments

The Group operates an equity-settled share-based compensation plan, allowing the employees of the Group to acquire ordinary shares of the Company at predetermined prices. The total fair value of share options granted to employees is recognised as an expense with a corresponding increase in the share option reserve within equity over the vesting period and taking into account the probability that the options will vest.

The fair value of share options is measured at grant date, taking into account, if any, the market vesting conditions upon which the options were granted but excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable on vesting date.

At the end of each reporting period, the Group revises its estimates of the number of options that are expected to become exercisable on vesting date. It recognises the impact of the revision of original estimates, if any, in the profit or loss, and a corresponding adjustment to equity over the remaining vesting period. The equity amount is recognised in the share option reserve until the options are exercised, upon which it will be transferred to share premium, or until the options expires, upon which it will be transferred directly to retained earnings.

The proceeds received net of any directly attributable transaction costs are credited to equity when the options are exercised.

4.17 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable net of discounts and rebates.

Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group, and the amount of revenue and the cost incurred or to be incurred in respect of the transaction can be reliably measured and specific recognition criteria have been met for each of the Group’s activities as follows:

(a) Property development

Property development revenue is recognised in respect of all development units that have been sold. Revenue recognition commences when the sale of the development unit is effected, upon the commencement of development and construction activities and when the financial outcome can be reliably estimated. The attributable portion of property development cost is recognised as an expense in the period in which the related revenue is recognised. The amount of such revenue and expenses recognised is determined by reference to the stage of completion of development activity at the end of the reporting period. The stage of completion is measured by reference to the proportion that property development costs incurred for work performed to date bear to the estimated total property development cost.



4.17 Revenue recognition (cont’d)

(a) Property development (cont’d)

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

Any expected loss on a development project is recognised as an expense immediately, including costs

to be incurred over the defects liability period.

(b) Joint venture property development

Revenue from joint venture property development project is recognised on an accrual basis and in accordance with the percentage of the Group’s entitlement as stipulated in the joint venture agreement.

(c) Construction contracts

Profits from contract works are recognised on a percentage of completion method. Percentage of completion is determined on the proportion of contract costs incurred for work performed to date against total estimated costs where the outcome of the project can be estimated reliably.

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

Where the outcome of a construction contract cannot be reliably estimated, revenue is recognised only to the extent of contracts costs incurred that is probable will be recoverable and contract costs are recognised as an expense in the period in which they are incurred.

(d) Rental income

Rental income is recognised on a straight line basis over the term of an ongoing lease.

(e) Maintenance works

Revenue from maintenance works is recognised upon performance of services.

(f) Fees from property management

Fees in respect of the rendering of property management services are recognised upon performance of services.

(g) Interest income

Interest income is recognised on an accrual basis.

(h) Dividend income

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



4.18 Non-current assets (or disposal groups) held for sale

Non-current assets (or disposal groups) are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the assets must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets and its sale must be highly probable.

The sale is expected to qualify for recognition as a completed sale within one (1) year from the date of classification. However, an extension of the period required to complete the sale does not preclude the assets (or disposal groups) from being classified as held for sale if the delay is caused by events or circumstances beyond the control of the Group and there is sufficient evidence that the Group remains committed to its plan to sell the assets (or disposal groups).

Immediately before the initial classification as held for sale, the carrying amounts of the non-current assets (or all the assets and liabilities in a disposal group) are measured in accordance with applicable FRSs. On initial classification as held for sale, non-current assets or disposal group (other than investment properties, deferred tax assets, employees benefits assets, and financial assets carried at fair value) are measured at the lower of carrying amount before the initial classification as held for sale and fair value less costs to sell. The differences, if any, are recognised in profit or loss as impairment loss.

Non-current assets (or disposal groups) held for sale are classified as current assets (and current liabilities, in the case of non-current liabilities included within disposal groups) on the face of the statement of financial position and are stated at the lower of carrying amount immediately before initial classification and fair value less costs to sell and are not depreciated. Any cumulative income or expense recognised directly in equity relating to the non-current asset (or disposal groups) classified as held for sale is presented separately.

If the Group has classified an asset (or disposal group) as held for sale but subsequently the criteria for classification is no longer met, the Group ceases to classify the asset (or disposal group) as held for sale. The Group measures a non-current asset that ceases to be classified as held for sale (or ceases to be included in a disposal group classified as held for sale) at the lower of:

(a) its carrying amount before the asset (or disposal group) was classified as held for sale, adjusted for any depreciation, amortisation or revaluations that would have been recognised had the asset (or disposal group) not been classified as held for sale; and

(b) its recoverable amount at the date of the subsequent decision not to sell.

4.19 Functional and presentation currency

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

4.20 Operating segments

Following the adoption of FRS 8 Operating Segments during the current financial year, operating segments are defined as components of the Group that:

(a) engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group);

(b) whose operating results are regularly reviewed by the Group’s chief operating decision maker (i.e. the Group’s Managing Director) in making decisions about resources to be allocated to the segment and assessing its performance; and



4.20 Operating segments (cont’d) Following the adoption of FRS 8 Operating Segments during the current financial year, operating segments

are defined as components of the Group that: (cont’d)

(c) for which discrete financial information is available.

An operating segment may engage in business activities for which it has yet to earn revenues.

The Group reports separately information about each operating segment that meets any of the following quantitative thresholds:

(a) Its reported revenue, including both sales to external customers and intersegment sales or transfers, is ten (10) per cent or more of the combined revenue, internal and external, of all operating segments.

(b) The absolute amount of its reported profit or loss is ten (10) per cent or more of the greater, in absolute amount of:

(i) the combined reported profit of all operating segments that did not report a loss; and

(ii) the combined reported loss of all operating segments that reported a loss.

(c) Its assets are ten (10) per cent or more of the combined assets of all operating segments.

Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and separately disclosed, if the management believes that information about the segment would be useful to users of the financial statements.

Total external revenue reported by operating segments shall constitute at least seventy five (75) percent of the Group’s revenue.

4.21 Earnings per share

(a) Basic

Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the financial year.

(b) Diluted

Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the financial year adjusted for the effects of diluted potential ordinary shares.

5. ADOPTION OF NEW FRSs AND AMENDMENT TO FRSs

5.1 New FRS early adopted during the current financial year

IC Interpretation 12 Service Concession Arrangements is mandatory for annual periods beginning on or after 1 July 2010.

This Interpretation applies to operators for public-to-private service concession arrangements, whereby infrastructure within the scope of this Interpretation shall not be recognised as property, plant and equipment of the operator. The operator shall recognise and measure revenue in accordance with FRS 111 Construction Contracts and FRS 118 for the services performed. The operator shall also account for revenue and costs relating to construction or upgrade services in accordance with FRS 111.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)5. ADOPTION OF NEW FRSs AND AMENDMENT TO FRSs (cont’d)

5.1 New FRS early adopted during the current financial year (cont’d)

IC Interpretation 12 Service Concession Arrangements is mandatory for annual periods beginning on or after 1 July 2010. (cont’d)

Consideration received or receivable by the operator for the provision of construction or upgrade services shall be recognised at its fair value. If the consideration consists of an unconditional contractual right to receive cash or another financial asset from the grantor, it shall be classified as a financial asset. Conversely, if the consideration consists of a right to charge users of the public service, it shall be classified as an intangible asset.

Upon adoption of this Interpretation, the consideration receivable from the grantor of the concession

agreement is classified as a financial asset, which is measured in accordance with FRS 139.

5.2 New FRS adopted during the current financial year

(a) FRS 8 and the consequential amendments resulting from FRS 8 are mandatory for annual financial periods beginning on or after 1 July 2009.

FRS 8 sets out the requirements for the disclosure of information on the Group’s operating segments, products and services, the geographical areas in which it operates and its customers.

The requirements of this Standard are based on the information about the components of the Group that management uses to make decisions about operating matters. This Standard requires the identification of operating segments on the basis of internal reports that are regularly reviewed by the Group’s chief operating decision maker in order to allocate resources to the segment and assess its performance, as elaborated in Note 4.20 to the financial statements.

The Group’s segment reporting has been presented based on the internal reporting to the chief operating decision maker who makes decision on the allocation of resources and assess the performance of the reportable segments.

The Group concluded that the operating segments defined by the Group under FRS 8 were the same as the segment reporting defined previously under FRS1142004. Likewise, the measures used to assess the performance of the segments correspond to those previously presented under FRS1142004. Consequently, the adoption of FRS 8 has no significant impact on the presentation of the Group’s reportable segments and impairment on cash-generating units based on the new definition of operating segments.

(b) FRS 7 Financial Instruments: Disclosures and the consequential amendments resulting from FRS 7 are mandatory for annual financial periods beginning on or after 1 January 2010. FRS 7 replaces the disclosure requirements of the existing FRS 132 Financial Instruments: Disclosure and Presentation.

This Standard applies to all risks arising from a wide array of financial instruments and requires the disclosure of the significance of financial instruments for the Group’s financial position and performance.

(c) FRS 123 Borrowing Costs and the consequential amendments resulting from FRS 123 are mandatory for annual periods beginning on or after 1 January 2010.

This Standard removes the option of immediately recognising as an expense borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset. However, capitalisation of borrowing costs is not required for assets measured at fair value, and inventories that are manufactured or produced in large quantities on a repetitive basis, even if they take a substantial period of time to get ready for use or sale.

There is no impact upon adoption of this Standard during the financial year.



5.2 New FRS adopted during the current financial year (cont’d)

(d) FRS 139 Financial Instruments: Recognition and Measurement and the consequential amendments resulting from FRS 139 are mandatory for annual financial periods beginning on or after 1 January 2010.

This Standard establishes the principles for the recognition and measurement of financial assets and financial liabilities including circumstances under which hedge accounting is permitted.


(e) Amendments to FRS 2 Share-based Payment: Vesting Conditions and Cancellations are mandatory for annual financial periods beginning on or after 1 January 2010.

These amendments clarify that vesting conditions comprise service conditions and performance conditions only. Cancellations by parties other than the Group are accounted for in the same manner as cancellations by the Group itself and features of a share-based payment that are non-vesting conditions are included in the grant date fair value of the share-based payment.

There is no impact upon adoption of these amendments during the financial year.

(f) Amendments to FRS 1 First-time Adoption of Financial Reporting Standards and FRS 127 Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate is mandatory for annual periods beginning on or after 1 January 2010.

These amendments allow first-time adopters to use a deemed cost of either fair value or the carrying amount under previous accounting practice to measure the initial cost of investments in subsidiaries, jointly controlled entities and associates in the separate financial statements. The cost method of accounting for an investment has also been removed pursuant to these amendments.


(g) IC Interpretation 9 Reassessment of Embedded Derivatives is mandatory for annual financial periods beginning on or after 1 January 2010.

This Interpretation prohibits the subsequent reassessment of embedded derivatives unless there is a change in the terms of the host contract that significantly modifies the cash flows that would otherwise be required by the host contract.

There is no impact upon adoption of this Interpretation during the financial year.

(h) IC Interpretation 10 Interim Financial Reporting and Impairment is mandatory for annual financial periods beginning on or after 1 January 2010.

This Interpretation prohibits the reversal of an impairment loss recognised in a previous interim period in respect of goodwill or an investment in either an equity instrument or a financial asset carried at cost.





(i) IC Interpretation 11 FRS 2 – Group and Treasury Share Transactions is mandatory for annual periods beginning on or after 1 January 2010.

This Interpretation requires share-based payment transactions in which the Company receives services from employees as consideration for its own equity instruments to be accounted for as equity-settled, regardless of the manner of satisfying the obligations to the employees.

If the Company grants rights to its equity instruments to the employees of its subsidiaries, this Interpretation requires the Company to recognise the equity reserve for the obligation to deliver the equity instruments when needed whilst the subsidiaries shall recognise the remuneration expense for the services received from employees.

If the subsidiaries grant rights to equity instruments of the Company to its employees, this Interpretation requires the Company to account for the transaction as cash-settled, regardless of the manner the subsidiaries obtain the equity instruments to satisfy its obligations.


The Group would like to draw attention to the withdrawal of this Interpretation for annual periods beginning on or after 1 January 2011 as disclosed in Note 5.3(j) to the financial statements.

(j) IC Interpretation 13 Customer Loyalty Programmes is mandatory for annual periods beginning on or after 1 January 2010.

This Interpretation requires the separation of award credits as a separately identifiable component of sales transactions involving the award of free or discounted goods or services in the future. The fair value of the consideration received or receivable from the initial sale shall be allocated between the award credits and the other components of the sale.

If the Group supplies the awards itself, the consideration allocated to the award credits shall only be recognised as revenue when the award credits are redeemed. If a third party supplies the awards, the Group shall assess whether it is acting as a principal or agent in the transaction.

If the Group is acting as the principal in the transaction, it shall measure its revenue as the gross consideration allocated to the award credits. If the Group is acting as an agent, it shall measure its revenue as the net amount retained on its own account, and recognise the net amount as revenue when the third party becomes obliged to supply the awards and entitled to receive the consideration for doing so.


(k) IC Interpretation 14 FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction is mandatory for annual periods beginning on or after 1 January 2010.

This Interpretation applies to all post-employment defined benefits and other long-term employee defined benefits. This Interpretation clarifies that an economic benefit is available if the Group can realise it at some point during the life of the plan or when the plan liabilities are settled, and that it does not depend on how the Group intends to use the surplus.




(k) IC Interpretation 14 FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction is mandatory for annual periods beginning on or after 1 January 2010. (cont’d)

A right to refund is available to the Group in stipulated circumstances and the economic benefit available shall be measured as the amount of the surplus at the end of the reporting period less any associated costs. If there are no minimum funding requirements, the economic benefit available shall be determined as a reduction in future contributions as the lower of the surplus in the plan and the present value of the future service cost to the Group. If there is a minimum funding requirement for contributions relating to the future accrual of benefits, the economic benefit available shall be determined as a reduction in future contributions at the present value of the estimated future service cost less the estimated minimum funding required in each financial year.


(l) FRS 101 Presentation of Financial Statements is mandatory for annual periods beginning on or after 1 January 2010.

FRS 101 sets out the overall requirements for the presentation of financial statements, guidelines for their structure and minimum requirements for their content.

This Standard introduces the titles ‘statement of financial position’ and ‘statement of cash flows’ to replace the current titles ‘balance sheet’ and ‘cash flow statement’ respectively. A new statement known as the ‘statement of comprehensive income’ is also introduced in this Standard whereby all non-owner changes in equity are required to be presented in either one statement of comprehensive income or in two statements (i.e. a separate income statement and a statement of comprehensive income). Components of comprehensive income are not permitted to be presented in the statement of changes in equity.

This Standard also introduces a new requirement to present a statement of financial position as at the

beginning of the earliest comparative period if there are applications of retrospective restatements that are defined in FRS 108, or when there are reclassifications of items in the financial statements.

Additionally, FRS 101 requires the disclosure of reclassification adjustments and income tax relating to each component of other comprehensive income, and the presentation of dividends recognised as distributions to owners together with the related amounts per share in the statement of changes in equity or in the notes to the financial statements.

This Standard introduces a new requirement to disclose information on the objectives, policies and processes for managing capital based on information provided internally to key management personnel as defined in FRS 124 Related Party Disclosures. Additional disclosures are also required for puttable financial instruments classified as equity instruments.

Following the adoption of this Standard, the Group has reflected the new format of presentation and additional disclosures warranted in the primary financial statements and relevant notes to the financial statements.

(m) Amendments to FRS 139, FRS 7 and IC Interpretation 9 are mandatory for annual periods beginning on or after 1 January 2010.

These amendments permit reclassifications of non-derivative financial assets (other than those designated at fair value through profit or loss upon initial recognition) out of the fair value through profit or loss category in rare circumstances. Reclassifications from the available-for-sale category to the loans and receivables category are also permitted provided there is intention and ability to hold that financial asset for the foreseeable future. All of these reclassifications shall be subjected to subsequent reassessments of embedded derivatives.




(m) Amendments to FRS 139, FRS 7 and IC Interpretation 9 are mandatory for annual periods beginning on or after 1 January 2010. (cont’d)

These amendments also clarify the designation of one-sided risk in eligible hedged items and streamline the terms used throughout the Standards in accordance with the changes resulting from FRS 101.


(n) Amendments to FRS 132 Financial Instruments: Presentation is mandatory for annual periods beginning on or after 1 January 2010.

These amendments require certain puttable financial instruments, and financial instruments that impose an obligation to deliver to counterparties a pro rata share of the net assets of the entity only on liquidation to be classified as equity.

Puttable financial instruments are defined as financial instruments that give the holder the right to put the instrument back to the issuer for cash, or another financial asset, or are automatically put back to the issuer upon occurrence of an uncertain future event or the death or retirement of the instrument holder.


(o) Improvements to FRSs (2009) are mandatory for annual periods beginning on or after 1 January 2010.

Amendment to FRS 5 Non-current Assets Held for Sale and Discontinued Operations clarifies that the disclosure requirements of this Standard specifically apply to non-current assets (or disposal groups) classified as held for sale or discontinued operations. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 8 clarifies the consistency of disclosure requirement for information about profit or loss, assets and liabilities. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 107 Statement of Cash Flows clarifies the classification of cash flows arising from operating activities and investing activities. Cash payments to manufacture or acquire assets held for rental to others and subsequently held for sale, and the related cash receipts, shall be classified as cash flows from operating activities. Expenditures that result in a recognised asset in the statement of financial position are eligible for classification as cash flows from investing activities. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 108 clarifies that only Implementation Guidance issued by the MASB that are integral parts of FRSs is mandatory. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 110 Events after the Reporting Period clarifies the rationale for not recognising dividends declared after the reporting period but before the financial statements are authorised for issue. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 116 Property, Plant and Equipment removes the definition pertaining the applicability of this Standard to property that is being constructed or developed for future use as investment property but do not yet satisfy the definition of ‘investment property’ in FRS 140 Investment Property. This amendment also replaces the term ‘net selling price’ with ‘fair value less costs to sell’, and clarifies that proceeds arising from routine sale of items of property, plant and equipment shall be recognised as revenue in accordance with FRS 118 Revenue rather than FRS 5. There is no impact upon adoption of this amendment during the financial year.




(o) Improvements to FRSs (2009) are mandatory for annual periods beginning on or after 1 January 2010. (cont’d)

Amendment to FRS 117 Leases removes the classification of leases of land and of buildings, and instead, requires assessment of classification based on the risks and rewards of the lease itself. The reassessment of land elements of unexpired leases shall be made retrospectively in accordance with FRS 108. As at 1 June 2010, the Group has carrying amount of prepaid lease payments for land of RM6,169,593 (see Note 38 to the financial statements) that has been reclassified as land held in accordance with FRS 116 upon adoption of this amendment.

Amendment to FRS 118 clarifies reference made on the term ‘transaction costs’ to the definition in FRS 139. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 119 Employee Benefits clarifies the definitions in this Standard by consistently applying settlement dates within twelve (12) months in the distinction between short-term employee benefits and other long-term employee benefits. This amendment also provides additional explanations on negative past service cost and curtailments. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 120 Accounting for Government Grants and Disclosure of Government Assistance streamlines the terms used in this Standard in accordance with the new terms used in FRS 101. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 123 clarifies that interest expense calculated using the effective interest rate method described in FRS 139 qualifies for recognition as borrowing costs. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 127 Consolidated and Separate Financial Statements clarifies that investments measured at cost shall be accounted for in accordance with FRS 5 when they are held for sale in accordance with FRS 5. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 128 Investments in Associates clarifies that investments in associates held by venture capital organisations, or mutual funds, unit trusts and similar entities shall make disclosures on the nature and extent of any significant restrictions on the ability of associates to transfer funds to the investor in the form of cash dividends, or repayment of loans or advances. This amendment also clarifies that impairment loss recognised in accordance with FRS 136 Impairment of Assets shall not be allocated to any asset, including goodwill, that forms the carrying amount of the investment. Accordingly, any reversal of that impairment loss shall be recognised in accordance with FRS 136. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 129 Financial Reporting in Hyperinflationary Economies streamlines the terms used in this Standard in accordance with the new terms used in FRS 101. This amendment also clarifies that assets and liabilities that are measured at fair value are exempted from the requirement to apply historical cost basis of accounting. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 131 Interests in Joint Ventures clarifies that venturers’ interests in jointly controlled entities held by venture capital organisations, or mutual funds, unit trusts and similar entities shall make disclosures on related capital commitments. This amendment also clarifies that a listing and description of interests in significant joint ventures and the proportion of ownership interest held in jointly controlled entities shall be made. There is no impact upon adoption of this amendment during the financial year.




(o) Improvements to FRSs (2009) are mandatory for annual periods beginning on or after 1 January 2010. (cont’d)

Amendment to FRS 136 clarifies the determination of allocation of goodwill to each cash-generating unit whereby each unit shall not be larger than an operating segment as defined in FRS 8 before aggregation. This amendment also requires additional disclosures if the fair value less costs to sell is determined using discounted cash flow projections. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 138 Intangible Assets clarifies the examples provided in this Standard in measuring the fair value of an intangible asset acquired in a business combination. This amendment also removes the statement on the rarity of situations whereby the application of the amortisation method for intangible assets results in a lower amount of accumulated amortisation than under the straight line method. There is no impact upon adoption of this amendment during the financial year.

Amendment to FRS 140 Investment Property clarifies that properties that are being constructed or developed for future use as investment property are within the definition of ‘investment property’. This amendment further clarifies that if the fair value of such properties cannot be reliably determinable but it is expected that the fair value would be readily determinable when construction is complete, the properties shall be measured at cost until either its fair value becomes reliably determinable or construction is completed, whichever is earlier. There is no impact upon adoption of this amendment during the financial year.

(p) Amendments to FRS 132 is mandatory for annual periods beginning on or after 1 January 2010 and 1 March 2010 in respect of the transitional provisions in accounting for compound financial instruments and classification of rights issues respectively.

These amendments remove the transitional provisions in respect of accounting for compound financial instruments issued before 1 January 2003 pursuant to FRS 1322004 Financial Instruments: Disclosure and Presentation. Such compound financial instruments shall be classified into its liability and equity components when FRS 139 first applies.

The amendments also clarify that rights, options or warrants to acquire a fixed number of the Group’s own equity instruments for a fixed amount of any currency shall be classified as equity instruments rather than financial liabilities if the Group offers the rights, options or warrants pro rata to all of its own existing owners of the same class of its own non-derivative equity instruments.


(q) Amendments to FRS 139 is mandatory for annual periods beginning on or after 1 January 2010.

These amendments remove the scope exemption on contracts for contingent consideration in a business combination. Accordingly, such contracts shall be recognised and measured in accordance with the requirements of FRS 139.




5.3 New FRSs that have been issued, but not yet effective and not yet adopted

(a) FRS 1 First-time Adoption of Financial Reporting Standards is mandatory for annual periods beginning on or after 1 July 2010.

This Standard supersedes the existing FRS 1 and shall be applied when the Group adopts FRSs for the first time via the explicit and unreserved statement of compliance with FRSs. An opening FRS statement of financial position shall be prepared and presented at the date of transition to FRS, whereby:

(i) All assets and liabilities shall be recognised in accordance with FRSs;(ii) Items of assets and liabilities shall not be recognised if FRSs do not permit such recognition;(iii) Items recognised in accordance with previous GAAP shall be reclassified in accordance with FRSs;

and(iv) All recognised assets and liabilities shall be measured in accordance with FRSs.

All resulting adjustments shall therefore be recognised directly in retained earnings at the date of

transition to FRSs.


(b) FRS 3 Business Combinations is mandatory for annual periods beginning on or after 1 July 2010.

This Standard supersedes the existing FRS 3 and now includes business combinations involving mutual entities and those achieved by way of contract alone. Any non-controlling interest in an acquiree shall be measured at fair value or as the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.

The time limit on the adjustment to goodwill due to the arrival of new information on the crystallisation of deferred tax benefits shall be restricted to the measurement period resulting from the arrival of the new information. Contingent liabilities acquired arising from present obligations shall be recognised, regardless of the probability of outflow of economic resources.

Acquisition-related costs shall be accounted for as expenses in the periods in which the costs are incurred and the services are received. Consideration transferred in a business combination, including contingent consideration, shall be measured and recognised at fair value at acquisition date.

In business combinations achieved in stages, the acquirer shall remeasure its previously held equity interest at its acquisition date fair value and recognise the resulting gain or loss in profit or loss.

The Group does not expect any impact on the financial statements arising from the adoption of this Standard.

(c) FRS 127 Consolidated and Separate Financial Statements is mandatory for annual periods beginning on or after 1 July 2010.

This Standard supersedes the existing FRS 127 and replaces the current term ‘minority interest’ with the new term ‘non-controlling interest’ which is defined as the equity in a subsidiary that is not attributable, directly or indirectly, to a parent. Accordingly, total comprehensive income shall be attributed to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. If the Group loses control of a subsidiary, any gains or losses are recognised in profit or loss and any investment retained in the former subsidiary shall be remeasured at its fair value at the date when control is lost.



5.3 New FRSs that have been issued, but not yet effective and not yet adopted (cont’d)

(c) FRS 127 Consolidated and Separate Financial Statements is mandatory for annual periods beginning on or after 1 July 2010. (cont’d)

According to its transitional provisions, the revised FRS 127 has been applied prospectively, and does

not impact the Group’s consolidated financial statements in respect of transactions with non-controlling interest, attribution of losses to non-controlling interest, and disposal of subsidiaries before 1 July 2010. These changes would only affect future transactions with non-controlling interest.

(d) Amendments to FRSs are mandatory for annual periods beginning on or after 1 July 2010.

Amendments to FRS 2 Share-based Payments clarify that transactions in which the Group acquired goods as part of the net assets acquired in a business combination or contribution of a business on the formation of a joint venture are excluded from the scope of this Standard. The Group does not expect any impact on the financial statements arising from the adoption of these amendments.

Amendments to FRS 5 clarify that non-current asset classified as held for distribution to owners acting in their capacity as owners are within the scope of this Standard. The amendment also clarifies that in determining whether a sale is highly probable, the probability of shareholders’ approval, if required in the jurisdiction, shall be considered. In a sale plan involving loss of control of a subsidiary, all assets and liabilities of that subsidiary shall be classified as held for sale, regardless of whether the Group retains a non-controlling interest in its former subsidiary after the sale. Discontinued operations information shall also be presented. Non-current asset classified as held for distribution to owners shall be measured at the lower of its carrying amount and fair value less costs to distribute. There is no impact upon adoption of these amendments during the financial year.

Amendments to FRS 138 clarify that the intention of separating an intangible asset is irrelevant in determining the identifiability of the intangible asset. In a separate acquisition and acquisition as part of a business combination, the price paid by the Group reflects the expectations of the Group of an inflow of economic benefits, even if there is uncertainty about the timing or the amount of the inflow. Accordingly, the probability criterion is always considered to be satisfied for separately acquired intangible assets. The useful life of a reacquired right recognised as an intangible asset in a business combination shall be the remaining contractual period of the contract in which the right was granted, and do not include renewal periods. In the case of a reacquired right in a business combination, if the right is subsequently reissued to a third party, the related carrying amount shall be used in determining the gain or loss on reissue. There is no impact upon adoption of these amendments during the financial year.

Amendments to IC Interpretation 9 clarify that embedded derivatives in contracts acquired in a business

combination, combination of entities or business under common controls, or the formation of a joint venture are excluded from this Interpretation. There is no impact upon adoption of these amendments during the financial year.

(e) IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation is mandatory for annual periods beginning on or after 1 July 2010.

This Interpretation applies to hedges undertaken on foreign currency risk arising from net investments in foreign operations and the Group wishes to qualify for hedge accounting in accordance with FRS 139.

Hedge accounting is applicable only to the foreign exchange differences arising between the functional currency of the foreign operation and the functional currency of any parent (immediate, intermediate or ultimate parent) of that foreign operation. An exposure to foreign currency risk arising from a net investment in a foreign operation may qualify for hedge accounting only once in the consolidated financial statements.




(e) IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation is mandatory for annual periods beginning on or after 1 July 2010. (cont’d)

Hedging instruments designated in the hedge of a net investment in a foreign operation may be held by any companies within the Group, as long as the designation, documentation and effectiveness requirements of FRS 139 are met. There is no impact upon adoption of this Interpretation during the financial year.

(f) IC Interpretation 17 Distributions of Non-cash Assets to Owners is mandatory for annual periods beginning on or after 1 July 2010.

This Interpretation applies to non-reciprocal distributions of non-cash assets by the Group to its owners in their capacity as owners, as well as distributions that give owners a choice of receiving either non-cash assets or a cash alternative. This Interpretation also applies to distributions in which all owners of the same class of equity instruments are treated equally.

The liability to pay a dividend shall be recognised when the dividend is appropriately authorised and is no longer at the discretion of the Group. The liability shall be measured at the fair value of the assets to be distributed. If the Group gives its owners a choice of receiving either a non-cash asset or a cash alternative, the dividend payable shall be estimated by considering the fair value of both alternatives and the associated probability of the owners’ selection.

At the end of each reporting period, the carrying amount of the dividend payable shall be remeasured and any changes shall be recognised in equity. At the settlement date, any difference between the carrying amounts of the assets distributed and the carrying amount of the dividend payable shall be recognised in profit or loss. There is no impact upon adoption of this Interpretation during the financial year.

(g) Amendment to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters is mandatory for annual periods beginning on or after 1 January 2011.

This amendment permits a first-time adopter of FRSs to apply the exemption of not restating comparatives for the disclosures required in Amendments to FRS 7.

The Group does not expect any impact on the financial statements arising from the adoption of this amendment.

(h) Amendments to FRS 1 Additional Exemptions for First-time Adopters are mandatory for annual periods beginning on or after 1 January 2011.

These amendments permit a first-time adopter of FRSs to apply the exemption of not restating the carrying amounts of oil and gas assets determined under previous GAAP.

The Group does not expect any impact on the financial statements arising from the adoption of these amendments.

(i) Amendments to FRS 7 Improving Disclosures about Financial Instruments are mandatory for annual periods beginning on or after 1 January 2011.

These amendments require enhanced disclosures of fair value of financial instruments based on the fair value hierarchy, including the disclosure of significant transfers between Level 1 and Level 2 of the fair value hierarchy as well as reconciliations for fair value measurements in Level 3 of the fair value hierarchy.




(i) Amendments to FRS 7 Improving Disclosures about Financial Instruments are mandatory for annual periods beginning on or after 1 January 2011. (cont’d)

By virtue of the exemption provided under paragraph 44G of FRS 7, the impact of applying these amendments on the financial statements upon first adoption of FRS 7 as required by paragraph 34(b) of FRS 108 are not disclosed.

(j) Amendments to FRS 2 Group Cash-settled Share-based Payment Transactions are mandatory for annual periods beginning on or after 1 January 2011.

These amendments clarify the scope and the accounting for group cash-settled share-based payment transactions in the separate financial statements of the entity receiving the goods or services when that entity has no obligation to settle the share-based payment transaction.

Consequently, IC Interpretation 8 Scope of FRS 2 and IC Interpretation 11 have been superseded and withdrawn.

The Group does not expect any impact on the financial statements arising from the adoption of these amendments. The effects of adopting IC Interpretation 11 have been disclosed in Note 5.2(i) to the financial statements.

(k) IC Interpretation 4 Determining whether an Arrangement contains a Lease is mandatory for annual periods beginning on or after 1 January 2011.

This Interpretation requires the determination of whether an arrangement is, or contains, a lease based on an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset and whether the arrangement conveys a right to use the asset. This assessment shall be made at the inception of the arrangement and subsequently reassessed if certain condition(s) in the Interpretation is met.

The Group does not expect any impact on the financial statements arising from the adoption of this Interpretation because there are no arrangements dependent on the use of specific assets in the Group.

(l) IC Interpretation 18 Transfers of Assets from Customers is mandatory for annual periods beginning on or after 1 January 2011.

This Interpretation applies to agreements in which an entity receives from a customer an item of property, plant and equipment that must be used to either connect the customer to a network or to provide the customer with ongoing access to a supply of goods or services. The entity receiving the transferred item is required to assess whether the transferred item meets the definition of an asset set out in the Framework. The credit entry would be accounted for as revenue in accordance with FRS 118.

The Group does not expect any impact on the financial statements arising from the adoption of this Interpretation because there are no such arrangements in the Group.

(m) Improvements to FRSs (2010) are mandatory for annual periods beginning on or after 1 January 2011.

Amendments to FRS 1 clarify that FRS 108 does not apply to changes in accounting policies made upon adoption of FRSs until after the first FRS financial statements have been presented. If changes in accounting policies or exemptions in this FRS are used, an explanation of such changes together with updated reconciliations shall be made in each interim financial report. Entities whose operations are subject to rate regulation are permitted the use of previously revalued amounts as deemed cost. The Group does not expect any impact on the financial statements arising from the adoption of these amendments.




(m) Improvements to FRSs (2010) are mandatory for annual periods beginning on or after 1 January 2011. (cont’d)

Amendments to FRS 3 clarify that for each business combination, the acquirer shall measure at the acquisition date non-controlling interests that consists of the present ownership interests and entitle holders to a proportionate share of the entity’s net assets in the event of liquidation. Un-replaced and voluntarily replaced share-based payment transactions shall be measured using the market-based measurement method in accordance with FRS 2 at the acquisition date. The Group does not expect any impact on the consolidated financial statements arising from the adoption of these amendments.

Amendments to FRS 7 clarify that quantitative disclosures of risk concentrations are required if the disclosures made in other parts of the financial statements are not readily apparent. The disclosure on maximum exposure to credit risk is not required for financial instruments whose carrying amount best represents the maximum exposure to credit risk. The Group expects to improve the disclosures on maximum exposure to credit risk upon adoption of these amendments.

Amendments to FRS 101 clarify that a statement of changes in equity shall be presented as part of a complete set of financial statements. The Group does not expect any impact on the financial statements arising from the adoption of these amendments.

Amendments to FRS 121 The Effects of Changes in Foreign Exchange Rates clarify that the accounting treatment for cumulative foreign exchange differences in other comprehensive income for the disposal or partial disposal of a foreign operation shall be applied prospectively. The Group does not expect any impact on the financial statements arising from the adoption of these amendments.

Amendments to FRS 128 clarify that the accounting treatment for the cessation of significant influence over an associate shall be applied prospectively. The Group does not expect any impact on the consolidated financial statements arising from the adoption of these amendments.

Amendments to FRS 131 clarify that the accounting treatment for the cessation of joint control over an entity shall be applied prospectively. The Group does not expect any impact on the consolidated financial statements arising from the adoption of these amendments.

Amendments to FRS 132 clarify that contingent consideration from a business combination that occurred before the effective date of the revised FRS 3 of 1 July 2010 shall be accounted for prospectively. The Group does not expect any impact on the financial statements arising from the adoption of these amendments.

Amendments to FRS 134 clarify that updated information on significant events and transactions since the end of the last annual reporting period shall be included in the Group’s interim financial report. Although the Group does not expect any impact on the financial statements rising from the adoption of these amendments, it is expected that additional disclosures would be made in the quarterly interim financial statements of the Group.

Amendments to FRS 139 clarify that contingent consideration from a business combination that occurred before the effective date of the revised FRS 3 of 1 July 2010 shall be accounted for prospectively. The Group does not expect any impact on the financial statements arising from the adoption of these amendments.

Amendments to IC Interpretation 13 clarify that the fair value of award credits takes into account, amongst others, the amount of the discounts or incentives that would otherwise be offered to customers who have not earned award credits from an initial sale. The Group does not expect any impact on the financial statements arising from the adoption of these amendments.




(n) Amendments to IC Interpretation 14 FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction are mandatory for annual periods beginning on or after 1 July 2011.

These amendments clarify that if there is a minimum funding requirement for contributions relating to future service, the economic benefit available as a reduction in future contributions shall include any amount that reduces future minimum funding requirement contributions for future service because of the prepayment made.

The Group does not expect any impact on the financial statements arising from the adoption of these

amendments.

(o) IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments is mandatory for annual periods beginning on or after 1 July 2011.

This Interpretation applies to situations whereby equity instruments are issued to a creditor to extinguish all or part of a recognised financial liability. Such equity instruments shall be measured at fair value, and the difference between the carrying amount of the financial liability extinguished and the consideration paid shall be recognised in profit or loss.

The Group expects, upon adoption of this Interpretation, a change in the measurement of the equity instruments issued to creditors to extinguish all or part of recognised liabilities as per its proposed capitalisation or debts.

(p) IC Interpretation 15 Agreements for the Construction of Real Estate is mandatory for annual periods beginning on or after 1 January 2012.

This Interpretation applies to the accounting for revenue and associated expenses by entities undertaking construction or real estate directly or via subcontractors. Within a single agreement, the Group may contract to deliver goods or services in addition to the construction of real estate. Such an agreement shall therefore, be split into separately identifiable components.

An agreement for the construction of real estate shall be accounted for in accordance with FRS 111 if the buyer is able to specify the major structural elements of the design of the real estate before construction begins and/or specify major structural changes once construction is in progress. Accordingly, revenue shall be recognised by reference to the stage of completion of the contract.

An agreement for the construction of real estate in which buyers only have limited ability to influence the design of the real estate or to specify only minor variations to the basic designs is an agreement for the sale of goods in accordance with FRS 118. Accordingly, revenue shall be recognised by reference to the criteria in paragraph 14 of FRS 118 (e.g. transfer of significant risks and rewards, no continuing managerial involvement nor effective control, reliable measurement, etc.).

At the end of the reporting period, the Group recognises revenue and associated costs from the construction of real estate by reference to the stage of completion of the construction works. The Group is in the process of assessing the impact of implementing this Interpretation since the effects would only be observable for the financial year ending 31 May 2013.

(q) FRS 124 Related Party Disclosures and the consequential amendments to FRS 124 are mandatory for annual periods beginning on or after 1 January 2012.

This revised Standard simplifies the definition of a related party and eliminates certain inconsistencies within the superseded version. In addition to this, transactions and balances with government-related entities are broadly exempted from the disclosure requirements of the Standard.

The Group expects to reduce related party disclosures in respect of transactions and balances with government-related entities upon adoption of this Standard.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)6. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

6.1 Critical judgements made in applying accounting policies

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

(a) Classification between investment properties and property, plant and equipment

The Group has developed certain criteria based on FRS 140 Investment Property in making judgement whether a property qualifies as an investment property. Investment property is a property held to earn rentals or for capital appreciation or both.

The Group has temporarily sub-let a factory building on a long term leasehold land but has decided not to treat this property as an investment property because it is not the Group’s intention to hold this property in the long-term for capital appreciation or rental income. Accordingly, these properties are classified as property, plant and equipment.

(b) Operating lease commitments - the Group as lessor

The Group has entered into commercial property leases on its property. The Group has determined that it retains all the significant risks and rewards of ownership of these properties which are leased out as operating leases.

(c) Disposal group held for sale

Certain non-current assets and liabilities have been classified as disposal group held for sale (Note 17) as the management has committed to a plan to sell the assets and liabilities as at the end of the reporting period. Barring any unforeseen circumstances, the Group expects that the sale of the assets and liabilities to be completed within the next twelve (12) months.

6.2 Key sources of estimation uncertainty

The following are key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(a) Impairment of goodwill on consolidation

The Group determines whether goodwill on consolidation is impaired at least on an annual basis. This requires an estimation of the value-in-use of the CGU to which goodwill is allocated. Estimating a value-in-use amount requires management to make an estimate of the expected future cash flows and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The recoverable amount of goodwill allocated to land held for property development and property development costs is determined by using the fair value less cost to sell (i.e. estimated by a professional valuer). Further details are disclosed in Note 11 to the financial statements.

(b) Depreciation of property, plant and equipment

The cost of property, plant and equipment is depreciated on a straight-line basis to write off the cost of each asset to its residual value over the asset’s useful life. Management estimates the useful lives of these assets as disclosed in Note 4.3 to the financial statements. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)6. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (cont’d)

6.2 Key sources of estimation uncertainty (cont’d)

(c) Construction contracts/Property development

The Group recognises revenue and expenses from construction contracts/property development in profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that contract/property development costs incurred for work performed to date bear to the estimated total contract costs.

Significant judgement is required in determining the stage of completion, the extent of the contract/

property development costs incurred, the estimated total contract/property development revenue and costs, as well as the recoverability of the development projects. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists.

(d) Deferred tax assets

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

(e) Income taxes

Judgement is required in determining the capital allowances and deductibility of certain expenses when estimating the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax in the period in which the outcome is known.

(f) Impairment of receivables

The Group makes impairment of receivables based on an assessment of the recoverability of receivables. Impairment is applied to receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The management specifically analyses historical bad debt, customer concentration, customer creditworthiness, current economic trends and changes in customer payment terms when making a judgement to evaluate the adequacy of impairment of receivables. Where expectations differ from the original estimates, the differences will impact the carrying amount of receivables.

(g) Fair values of borrowings

The fair values of borrowings are estimated by discounting future contractual cash flows at the current market interest rates available to the Group for similar financial instruments. It is assumed that the effective interest rates approximate the current market interest rates available to the Group based on its size and its business risk.

(h) Impairment of land held for property development and property development costs

The Group reviews the carrying amount of its land held for property development and property development costs to determine whether there is any indication that these assets have suffered an impairment loss in accordance with relevant accounting policies. This is determined by using the fair value less selling costs (i.e. estimated by a professional valuer).


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)6. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (cont’d)

6.2 Key sources of estimation uncertainty (cont’d)

(i) Going concern assumption

As at 31 May 2011, the Group’s and the Company’s current liabilities exceeded its current assets by RM58,573,478 and RM48,155,160 respectively. However, the Directors are of the opinion that the preparation of the financial statements of the Group and of the Company on a going concern basis is appropriate due to the following:-

(i) Included in the current liabilities of the Group are retention sum of RM18,891,444 not repayable within the next twelve (12) months, other payables of RM25,471,495 under the Proposed Revised Capitalisation of Debts and deposit of RM14,175,000 received for the Proposed Disposal of U-Wood as disclosed in Note 26 and Note 37 to the financial statements.

(ii) The Company has reached an advance stage of its Regularisation Plan as disclosed in Note 37(A) to the financial statements.

(iii) The Group has secured the Concession Agreement for development of Phase 2 Universiti Teknologi MARA, Puncak Alam Campus as disclosed in Note 37(B) to the financial statements. The Concession Agreement is expected to provide the Group with sustainable earnings going forwards and to generate the requisite cash flows to meet their liabilities as and when they fall due.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)7. PROPERTY, PLANT AND EQUIPMENT

Group 2011Buildings

RM

Long termleasehold

landRM

Plant andmachinery

RM

Officeequipment

andfittings

RM

Motorvehicles

RMTotalRM

Cost As at 31 May 2010, as restated 25,945,316 8,200,000 19,610,064 2,653,677 6,092,190 62,501,247Additions - - - 13,449 319,608 333,057Written off - - - (1,730) - (1,730)

As at 31 May 2011 25,945,316 8,200,000 19,610,064 2,665,396 6,411,798 62,832,574

Accumulated depreciationAs at 31 May 2010, as restated 2,949,774 840,203 10,011,338 2,107,789 2,432,118 18,341,222Charge for the financial year 104,222 74,333 422,473 120,279 474,430 1,195,737Written off - - - (481) - (481)

As at 31 May 2011 3,053,996 914,536 10,433,811 2,227,587 2,906,548 19,536,478

Accumulated impairment lossAs at 31 May 2011/2010,

as restated 17,758,731 1,190,204 9,158,944 108,939 83,000 28,299,818

Group 2010

CostAs at 31 May 2009, as restated 25,945,316 8,200,000 19,695,092 2,894,536 5,978,956 62,713,900Additions - - - 56,592 498,682 555,274Disposals - - (74,212) - (385,448) (459,660)Written off - - (10,816) (297,451) - (308,267)As at 31 May 2010, as restated 25,945,316 8,200,000 19,610,064 2,653,677 6,092,190 62,501,247

Accumulated depreciationAs at 31 May 2009, as restated 2,845,552 765,870 9,641,715 2,236,588 2,081,925 17,571,650Charge for the financial year 104,222 74,333 427,915 166,293 440,719 1,213,482Disposals - - (50,845) - (90,526) (141,371)Written off - - (7,447) (295,092) - (302,539)

As at 31 May 2010, as restated 2,949,774 840,203 10,011,338 2,107,789 2,432,118 18,341,222

Accumulated impairment lossAs at 31 May 2010/2009,

as restated 17,758,731 1,190,204 9,158,944 108,939 83,000 28,299,818

Net book value

2011 5,132,589 6,095,260 17,309 328,870 3,422,250 14,996,278

2010, as restated 5,236,811 6,169,593 439,782 436,949 3,577,072 15,860,207


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)7. PROPERTY, PLANT AND EQUIPMENT (cont’d)

Company 2011

Officeequipmentand fittings

RM

Motor vehicles

RMTotalRM

Cost

As at 31 May 2010 772,264 - 772,264Additions during the year 2,927 319,608 322,535

As at 31 May 2011 775,191 319,608 1,094,799

Accumulated depreciationAs at 31 May 2010 749,641 - 749,641Charge for the financial year 20,543 26,634 47,177

As at 31 May 2011 770,184 26,634 796,818

Company 2010

Office equipment and fittings

RM

Cost

As at 31 May 2009 769,539Additions during the year 2,725

As at 31 May 2010 772,264

Accumulated depreciationAs at 31 May 2009 706,518Charge for the financial year 43,123

As at 31 May 2010 749,641

Officeequipmentand fittings

RM

Motor vehicles

RMTotalRM

Net book value

2011 5,007 292,974 297,9812010 22,623 - 22,623


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)7. PROPERTY, PLANT AND EQUIPMENT (cont’d)

(a) During the financial year, the Group and the Company made the following cash payments to purchase property, plant and equipment:

Group Company

2011RM

2010RM

2011RM

2010RM

Purchase of property, plant and equipment 333,057 555,274 322,535 2,725Capitalised from deposit paid in prior years - (12,381) - -Financed by hire purchase arrangements (260,000) (422,000) (260,000) -Cash payment on purchase of property,

plant and equipment 73,057 120,893 62,535 2,725

(b) As at 31 May 2011, the net carrying amount of the property, plant and equipment under hire purchase arrangements is as follows:

Group Company

2011RM

2010RM

2011RM

2010RM

Motor vehicles 2,740,650 2,761,230 292,974 -

(c) Buildings of the Group with carrying amount of RM1,147,051 (2010: RM1,160,692) have been charged to a financial institution for credit facilities granted to the Group as disclosed in Note 21 to the financial statements.

(d) Building and long term lease hold land of the Group with carrying amount of RM10,080,798 (2010: RM10,245,712) have been charged as security for the Redeemable Secured Loan Stock (“RSLS”) issued by the Company as disclosed in Note 22 (i) to the financial statements.

(e) During the financial year, the Group reassessed its long term leases of land in accordance with the Amendment to FRS 117 to be finance leases, where applicable. The classification of prepaid lease payments for land as property, plant and equipment has been accounted for retrospectively as disclosed in Note 38 to the financial statements.

8. PREPAID LEASE PAYMENT FOR LAND

Group 2010

Balanceas at

1.6.2009as restated

RM

Amortisationcharge for

the financialyearRM

Balanceas at

31.5.2010as restated

RM

Carrying amount

Long term leasehold land - - -

________________ At 31.5.2010 ________________

Cost orvaluation

RM

Accumulatedamortisation

RM

Carrying amountas restated

RM

Long term leasehold land - - -

During the financial year, the Group reassessed its long term leases of land in accordance with the Amendment to FRS 117 to be finance leases, where applicable. The classification of prepaid lease payments for land as property, plant and equipment has been accounted for retrospectively as disclosed in Note 38 to the financial statements.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)9. LAND HELD FOR PROPERTY DEVELOPMENT

(a) The movements of land held for property development during the financial year are as follows:

Group

2011RM

2010RM

Balance as at 31 May 2010 76,506,713 84,763,077Less: Recognised in profit or loss - (8,256,364)

Balance as at 31 May 2011 76,506,713 76,506,713

(b) The components of land held for property development as at the end of the financial year comprise:

Group

2011RM

2010RM

Leasehold land, at cost 60,248,173 60,248,173Development expenditure 69,140,985 69,140,985

129,389,158 129,389,158Less: Impairment losses (52,882,445) (52,882,445)

76,506,713 76,506,713

(i) Land title for certain leasehold land with carrying amount of RM37,233,503 (2010: RM37,233,503) will only be issued upon payment of the land conversion premium as mentioned in Note 25 (a) to the financial statements.

(ii) Land held for property development with carrying amount of RM37,233,503 (2010: RM37,233,503) has been charged as security for the Redeemable Secured Loan Stock (“RSLS”) issued by the Company as disclosed in Note 22 (c) to the financial statements.

10. INVESTMENTS IN SUBSIDIARIES

Company

At cost2011RM

2010RM

Unquoted equity shares, at cost 147,918,837 142,268,937Less: Impairment losses (66,610,235) (61,095,775)

81,308,602 81,173,162


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)10. INVESTMENTS IN SUBSIDIARIES (cont’d)

The details of subsidiaries, which are all incorporated in Malaysia, are as follows:

Effective interest

Name of company 2011 2010 Principal activities

U-Wood Sdn. Bhd. * # 100% 100% Dormant

Suasa Integrasi (M) Sdn. Bhd.** 100% 100% Property development

Insa Alliance Sdn. Bhd.** 100% 100% Property development and provision of project management services

Usahasewa Sdn. Bhd.** 100% 100% Property development

Tirai Gemilang Sdn. Bhd.** 100% 100% Property development

Layar Kekal (M) Sdn. Bhd.** 100% 100% Property development

Samasys Sdn. Bhd.** 100% 100% Property development

Zuriat Watan Sdn. Bhd.** 100% 100% Property development

Central Challenger (M) Sdn. Bhd.** 100% 100% Property development, provision of project management services andproperty management

TRIplc Resources Sdn. Bhd. 100% 100% Property construction and related activities

Prinsip Barisan (M) Sdn. Bhd. 100% 100% Property investment

TRIplc Industries Sdn. Bhd. 100% 100% Property construction and related activities

TRIplc Ventures Sdn. Bhd. 100% 100% Property construction and related activities

* Subsidiary consolidated under merger method of accounting # Classified as non-current assets held for sale as disclosed in Note 16 to the financial statements** Not audited by BDO

(a) An investment of a subsidiary amounting to RM750,000 (2010: RM750,000) has been pledged to a financial institution for revolving credit, bank guarantee and advance payment bond facilities granted to the Group in relation to the construction works of UiTM Puncak Alam Campus.

(b) On 27 September 2010, the Company subscribed for additional 4,900,000 ordinary shares of RM1.00 each in TRIplc Ventures Sdn. Bhd. for a total consideration of RM4,900,000.

On 27 January 2011, the Company subscribed for additional 749,900 ordinary shares of RM1.00 each in

TRIplc Industries Sdn. Bhd. for a total consideration of RM749,900.

(c) An impairment loss on investments in subsidiaries amounting to RM5,514,460 (2010: RM12,787,354) have been recognised in profit or loss due to certain subsidiaries have become inactive upon completion of certain development projects and it is unlikely that the Company can recover the cost of investments. The recoverable amount was determined by reference to the fair value of the underlying assets as at the end of the reporting period.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)11. GOODWILL ON CONSOLIDATION

Group

Balanceas at

1.6.2010RM

Impairmentloss for the

financial yearRM

Balance as at

31.5.2011RM

Carrying amount

Goodwill 11,755,372 (1,787,561) 9,967,811

________________ As at 31.5.2011 ________________

CostRM

Accumulated impairment loss

RM

Carryingamount

RM

Goodwill 59,033,542 (49,065,731) 9,967,811

Group

Balanceas at

1.6.2009RM

Impairmentloss for the

financial yearRM

Balance as at

31.5.2010RM

Carrying amount

Goodwill 13,726,805 (1,971,433) 11,755,372

________________ As at 31.5.2010________________

CostRM

Accumulated impairment loss

RM

Carryingamount

RM

Goodwill 59,033,542 (47,278,170) 11,755,372

Goodwill has been allocated to the Group’s CGUs identified according to the business segment as follows:

GroupRM

At 31 May 2011

Property development 9,166,814Property investment 800,997

9,967,811

At 31 May 2010

Property development 10,954,375Property investment 800,997

11,755,372

An impairment loss on goodwill amounting to RM1,787,561 relating to a CGU, property development, has been recognised during the financial year due to inactive operation of the CGU. The recoverable amount of the CGU is determined based on a value-in-use calculation as well as a fair value less estimated cost to sell (i.e. estimated by a professional valuer), whichever is higher.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)11. GOODWILL ON CONSOLIDATION (cont’d) Value-in-use of CGUs is determined by discounting the future cash flows generated from the continuing use of

the CGUs and is based on the following assumptions:

(i) Pre-tax cash flow projections covering a five (5) year period; and

(ii) Pre-tax discount rate of 8.7% is used in determining the recoverable amount of the CGU which is the Group’s weighted average cost of capital.

With regard to the assessment of value-in-use of CGU, the management believes that no reasonably possible change in any of the above key assumptions would cause the carrying values of the units to materially exceed their recoverable amounts.

12. PROPERTY DEVELOPMENT COSTS

Group

2011RM

2010RM

Leasehold landBalance as at 1 June 6,457,053 49,622,020Reversal of completed joint venture project - (43,164,967)

Balance as at 31 May 6,457,053 6,457,053

Development expenditureBalance as at 1 June 13,628,382 15,079,223Incurred during the financial year 118,174 103,177

Reversal of completed joint venture project - (1,554,018)

Balance as at 31 May 13,746,556 13,628,382

Accumulated impairment losses

Balance as at 1 June - (17,567,377)

Reversal of completed joint venture project - 17,567,377

Balance as at 31 May - -

Accumulated cost recognised in profit or loss

Balance as at 1 June (2,371,189) (12,995,968)

Recognised during the financial year (3,016,235) (391,238)

Reversal of cost of completed joint venture project - 11,016,017

Balance as at 31 May (5,387,424) (2,371,189)

14,816,185 17,714,246


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)13. TRADE AND OTHER RECEIVABLES

Group Company

2011RM

2010RM

2011RM

2010RM

Trade receivablesThird parties 20,427,542 6,026,295 13,929,617 -Amount due from a customer for contract

works (Note 14) 5,504,147 18,835,045 137,016 894,59125,931,689 24,861,340 14,066,633 894,591

Non-trade receivablesAmounts owing by subsidiaries - - 181,181,984 178,986,242Other receivables 16,966,130 15,110,779 5,054,249 4,640,304Deposits 527,941 963,383 67,508 57,508Prepayments 561,021 192,693 47,171 13,003

18,055,092 16,266,855 186,350,912 183,697,057

Less: Impairment of receivables:- trade receivables (17,571) (17,571) - -- other receivables (1,646,967) (1,610,825) (10,206) (10,206)- subsidiaries - - (124,206,135) (124,206,135)

42,322,243 39,499,799 76,201,204 60,375,307

(a) Trade receivables are non-interest bearing and the normal trade credit terms granted by the Group and the Company ranged from 14 to 30 days. They are recognised at their original invoice amounts which represent their fair values on initial recognition.

(b) Amounts owing by subsidiaries represent advances and payments made on behalf which are unsecured, interest-free and repayable on demand except for part of the amount owing by a subsidiary amounting to RM103,449,796 (2010: RM101,427,841) which bears an effective interest rate of 1.99% (2010: 3.71%) per annum. The amounts are repayable in cash and cash equivalents, excluding amount due from a customer for contract works.

(c) The ageing analysis of trade receivables (excluding amount due from a customer for contract works) of the Group and of the Company are as follows:

Group2011RM

Company2011RM

Neither past due nor impaired 17,803,759 13,929,617

Past due, not impaired31 to 60 days 26,415 -61 to 90 days 651,270 -91 to 210 days 964 -More than 211 days 1,927,563 -

2,606,212 -Past due and impaired 17,571 -

20,427,542 13,929,617


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)13. TRADE AND OTHER RECEIVABLES (cont’d)

(c) The ageing analysis of trade receivables (excluding amount due from a customer for contract works) of the Group and of the Company are as follows: (cont’d)

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group and the Company.

None of the trade receivables of the Group and of the Company that are neither past due nor impaired have been renegotiated during the financial year.

Receivables that are past due but not impaired

At the end of the reporting period, trade receivables of the Group arising from construction and property development that are past due but not impaired amounted to RM2,606,212. These receivables are creditworthy debtors and the Directors are of the opinion that the balances due can be fully recovered in the near future.

Receivables that are past due and impaired

Trade receivables of the Group that are past due and impaired at the end of the reporting period are as follows:

Group Individually impaired

2011RM

2010RM

Trade receivables, gross 17,571 17,571Impairment loss (17,571) (17,571)

- -

The reconciliation of movement in the impairment loss of trade receivables is as follows:

Group

2011RM

2010RM

At as 1 June/ 31 May 17,571 17,571

Trade receivables that are individually determined to be impaired at the reporting date relate to those receivables that exhibit significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

(d) Information on financial risks of trade and other receivables are disclosed in Note 35 to the financial statements.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)14. AMOUNT DUE FROM A CUSTOMER FOR CONTRACT WORKS

Group Company

2011RM

2010RM

2011RM

2010RM

Aggregate costs incurred to date 940,415,758 944,406,483 1,028,244,751 1,011,012,153

Add: Attributable profits 113,314,792 104,664,792 20,118,668 20,118,668

1,053,730,550 1,049,071,275 1,048,363,419 1,031,130,821

Less: Progress billings (1,048,226,403) (1,030,236,230) (1,048,226,403) (1,030,236,230)Amount due from a customer

for contract works 5,504,147 18,835,045 137,016 894,591

(a) Included in aggregate costs incurred to date are the followings charges capitalised during the financial year:

Group and Company

2011RM

2010RM

(i) Directors’ emoluments other than fee - 860,631

(ii) Hire-purchase interest - 91,465

(iii) Salaries, wages and bonuses 135,216 5,069,115

Defined contribution retirement plan 19,430 828,986

Other employee benefits 18,671 38,408

Total staff costs 173,317 5,936,509

15. CASH AND CASH EQUIVALENTS

Group Company

2011RM

2010RM

2011RM

2010RM

Cash and bank balances 7,185,677 3,917,174 1,001,488 455,005

Deposits with licensed banks 10,632,288 47,617,786 1,610,000 1,583,000

As reported in the statements of financial position 17,817,965 51,534,960 2,611,488 2,038,005

Cash and bank balances classified as held for sale (Note 17) 2,614 14,998 - -

17,820,579 51,549,958 2,611,488 2,038,005Less: Deposits pledged to a licensed bank (3,148,473) (3,305,906) - -

As reported in the statements of cash flows 14,672,106 48,244,052 2,611,488 2,038,005

(a) Included in the cash and bank balances of the Group is an amount of RM49,045 (2010: RM47,997) held under Housing Development Account pursuant to Section 7A of the Housing Development (Control and Licensing) Act, 1966, as amended by the Housing Developers (Housing Development Account) (Amendment) Regulations, 2002.

(b) Deposits with a licensed bank of the Group amounting to RM3,148,473 (2010: RM3,305,906) have been pledged as securities for bank guarantee facilities granted to a subsidiary.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)15. CASH AND CASH EQUIVALENTS (cont’d)

(c) Other information on financial risks of cash and bank balances is disclosed in Note 35 to the financial statements.

16. NON-CURRENT ASSET HELD FOR SALE

Investment in a subsidiary, namely U-Wood Sdn. Bhd. is presented as a non-current asset held for sale pursuant to the Company’s commitment to the Regularisation Plan as disclosed in Note 37 (A) to the financial statements.

Carrying amount

Company2011RM

2010RM

Asset

Investment in a subsidiary 1 1

17. ASSETS AND LIABILITIES OF DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE

Assets and liabilities of U-Wood Sdn. Bhd. are presented as assets and liabilities of disposal group classified as held for sale pursuant to the Company’s commitment to the Regularisation Plan as disclosed in Note 37 (A) to the financial statements.

The major classes of assets and liabilities (excluding intergroup balances which have been eliminated at Group financial statements) of U-Wood Sdn. Bhd. as at 31 May 2011 are as follows:

Carrying amounts

Group2011RM

2010RM

Assets

Property, plant and equipment - Freehold land 9,000,000 9,000,000

Other receivables, deposits and prepayments* 78,038 78,038

Cash and bank balances (Note 15) 2,614 14,998

9,080,652 9,093,036

* Other receivables is net of impairment loss of RM192,500 (2010: RM192,500).

The freehold land was revalued in 1992 on an existing use basis by the Directors based on independent professional valuers’ valuations dated 2 December 1992 and had been revised to the Securities Commission’s valuations dated 10 May 1994. The Group has adopted the transitional provisions of MASB Approved Accounting Standard IAS 16 - Property, Plant and Equipment, which allows the Group to retain the carrying amounts on the basis of the previous revaluations.

Carrying amounts

Group2011RM

2010RM

Liabilities

Trade payables 52,692 52,692

Other payables and accruals 52,593 52,593

Deferred tax liabilities 212,590 212,590

317,875 317,875


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)18. SHARE CAPITAL

Group/Company 2011 and 2010

Numberof shares RM

Ordinary shares of RM1.00 each

Authorised

Balance as at 1 June / 31 May 200,000,000 200,000,000

Issued and fully paid-up

Balance as at 1 June / 31 May 142,520,000 142,520,000

The Company implemented an Employees’ Share Options Scheme on 7 January 2003 (“ESOS 2003/2008”). The ESOS 2003/2008 is governed by the Bye-Laws which were approved by the shareholders on 28 November 2002 (“ESOS Bye-Laws”). The ESOS 2003/2008 is for a period of five (5) years expiring on 6 January 2008, subject however to renewal(s) for a period(s) of up to a maximum of five (5) years in aggregate. On 4 December 2007, in pursuant to Bye-Law 20.2 of the Company’s ESOS Bye-Laws and upon the recommendation of the ESOS Committee, the Board extended the ESOS 2003/2008 for an additional five (5) years (“ESOS 2003/2013”) commencing 7 January 2008 up to and including 6 January 2013 as the same terms and conditions as set out in the said Bye-Laws.

(a) The salient features of the ESOS 2003/2013 are as follows:

(i) The ESOS 2003/2013 is set up for the participation in ordinary shares of the Company only. The maximum number of new ordinary shares which may be made available under the ESOS 2003/2013 shall not exceed ten percent (10%) of the total issued and paid-up share capital of the Company at the point in time when an offer is made.

(ii) Eligible employees are confirmed full time local employees or Executive Directors of the Group who have been in service within the Group for a continuous period of at least one (1) year including contract staff whose contract is at least five (5) years. During the financial year, the ESOS committee has resolved that only contract staff who have served the Group continuously for five (5) years shall be eligible for ESOS allocation. This includes staff who qualify for ESOS allocation previously to continue to participate in the ESOS 2003/2013 beyond their retirement age of 55 years if they continue with their employment as a contract staff under a fresh contract of employment without any breach in service.

(iii) The ESOS 2003/2013 is administrated by the ESOS Committee which comprises the senior management and/or Board Members appointed by the Board of Directors in accordance with the provisions of the ESOS Bye-Laws.

(iv) The options granted under the ESOS 2003/2013 may be exercised by the grantee by notice in writing to the Company during the period commencing from the date of offer and before the expiry of the ESOS 2003/2013 on 6 January 2013.

(v) The exercise price of the options at which the eligible employees are entitled to subscribe for the ordinary shares of RM1.00 each in the Company under the ESOS 2003/2013 is the weighted average market price of the shares of the Company as quoted in the Daily Official List issued by Bursa Malaysia Securities Berhad for the five (5) market days immediately preceding the respective dates of offer subject to a discount of not more than ten percent (10%), or at the par value of the ordinary shares of the Company at RM1.00 each, whichever is higher.

(vi) The eligible employee to whom the options have been granted has no right to participate, by virtue of the options, in any share issue of any other company within the Group.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)18. SHARE CAPITAL (cont’d)

(a) The salient features of the ESOS 2003/2013 are as follows: (cont’d)

(vii) The new ordinary shares issued arising from the ESOS 2003/2013 shall rank pari-passu in all respects with the then existing ordinary shares of the Company except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is prior to the date of allotment of the said new ordinary shares.

(viii) Information in respect of options to take up any unissued ordinary shares of RM1.00 each of the Company during the financial year is as follows:

______________ Number of share options ______________

Exercise periodDate of

offerExercise

price

Balanceas at

1.6.2010

Offered and

accepted Retracted*

Balanceas at

31.5.2011

Exercisable as at

31.5.201114.01.2003 - 06.01.2013 14.01.2003 RM1.00 1,189,000 - (7,000) 1,182,000 1,182,00011.06.2003 - 06.01.2013 11.06.2003 RM1.17 370,000 - - 370,000 370,00002.01.2004 - 06.01.2013 02.01.2004 RM1.00 78,000 - (13,000) 65,000 65,00030.06.2004 - 06.01.2013 30.06.2004 RM1.00 65,000 - - 65,000 65,00001.08.2005 - 06.01.2013 01.08.2005 RM1.00 390,000 - - 390,000 390,00030.11.2005 - 06.01.2013 30.11.2005 RM1.00 90,000 - - 90,000 90,00030.05.2006 - 06.01.2013 30.05.2006 RM1.00 240,000 - - 240,000 240,00030.11.2006 - 06.01.2013 30.11.2006 RM1.00 70,000 - - 70,000 70,00031.05.2007 - 06.01.2013 31.05.2007 RM1.00 80,000 - - 80,000 80,00030.11.2007 - 06.01.2013 30.11.2007 RM1.00 640,000 - - 640,000 538,00030.05.2008 - 06.01.2013 30.05.2008 RM1.00 110,000 - - 110,000 110,00028.11.2008 - 06.01.2013 28.11.2008 RM1.00 215,000 - - 215,000 193,00029.05.2009 - 06.01.2013 29.05.2009 RM1.00 470,000 - - 470,000 303,00030.11.2009 - 06.01.2013 30.11.2009 RM1.00 340,000 - (90,000) 250,000 166,00031.05.2010 - 06.01.2013 31.05.2010 RM1.00 170,000 - - 170,000 114,00030.11.2010 - 06.01.2013 30.11.2010 RM1.00 - 105,000 (20,000) 85,000 57,00031.05.2011 - 06.01.2013 31.05.2011 RM1.00 - 850,000 (100,000) 750,000 177,000

4,517,000 955,000 (230,000) 5,242,000 4,210,000

* due to resignations or offers not taken up

(b) Fair value of the share options granted

The fair value of share options granted was estimated by the Directors using the binomial model, taking into account the terms and conditions upon which the options were granted. The fair values of share options measured at grant date are as follows:

Option priceRM

Grant date

Vesting date

Fair valueRM

1.00 30 November 2010 30 November 2010 *1.00 31 May 2011 31 May 2011 *

* The fair value of the options granted is negligible as the exercise price of the options is far above the market price at the grant date.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)18. SHARE CAPITAL (cont’d)

(b) Fair value of the share options granted (cont’d)

The fair values of the share options were arrived at based on the following assumptions:

Grant on 31 May 2011

Grant on 30 November 2010

Share price (RM) 0.08 0.08

Exercise price (RM) 1.00 1.00

Expected life (years) 1.60 2.10

Risk free rate (%) 3.56 3.56

Expected dividend yield (%) - -

Volatility of share return (%) 90.00 90.00

The expected life of the share options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of the option grant were incorporated into the measurement of fair value.

(c) The holders of ordinary shares are entitled to receive dividends as and when declared by the Company and are entitled to one vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu with regard to the Company’s residual assets.

19. RESERVES

Group Company

2011RM

2010RM

2011RM

2010RM

Non-distributable reserves

Share premium 79,687,499 79,687,499 79,687,499 79,687,499Share option reserve 46,949 46,949 46,949 46,949Property revaluation reserve 344,465 344,465 - -Reserve relating to non-current assets

classified as held for sale 4,039,213 4,039,213 - -84,118,126 84,118,126 79,734,448 79,734,448

Accumulated losses (191,397,378) (192,497,610) (189,000,187) (184,037,947)

(107,279,252) (108,379,484) (109,265,739) (104,303,499)

Subject to the agreement of the Inland Revenue Board, the Company has:

(a) tax exempt account under the Promotion of Investment (Amended) Act, 1986 amounting to approximately RM6,800,000 (2010: RM6,800,000) which arose from dividends received from a subsidiary for distribution of tax exempt dividends; and

(b) tax credit under Section 108 of the Income Tax Act, 1967 of approximately RM1,342,000 (2010: RM1,342,000) at end of the financial year.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)20. BORROWINGS - SECURED

Group Company

2011RM

2010RM

2011RM

2010RM

Non-current liabilitiesTerm loans 622,339 672,553 - -

Redeemable secured loan stock - 9,644,408 - 9,644,408Hire purchase liabilities 646,613 901,226 197,163 -

1,268,952 11,218,187 197,163 9,644,408

Current liabilitiesTerm loans 47,240 43,776 - -Redeemable secured loan stock 9,644,408 9,644,408 9,644,408 9,644,408Hire purchase liabilities 499,347 550,906 47,571 -

10,190,995 10,239,090 9,691,979 9,644,408

Total borrowingsTerm loans (Note 21) 669,579 716,329 - -Redeemable secured loan stock (Note 22) 9,644,408 19,288,816 9,644,408 19,288,816Hire purchase liabilities (Note 23) 1,145,960 1,452,132 244,734 -

11,459,947 21,457,277 9,889,142 19,288,816

Information on financial risks of borrowings is disclosed in Note 35 to the financial statements.

21. TERM LOANS - SECURED

Group

2011RM

2010RM

Term loans with total monthly instalments of RM8,366 commenced on April 2002 over a period of twenty (20) years 669,579 716,329

Repayable as follows:Current liabilities:- not later than one (1) year 47,240 43,776

Non-current liabilities:- later than one (1) year and not later than five (5) years 231,823 214,116- later than five (5) years 390,516 458,437

622,339 672,553

669,579 716,329

The term loans of the Group are secured by:

(a) corporate guarantee by the Company; and

(b) charge over buildings of a subsidiary as disclosed in Note 7(c) to the financial statements.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)22. REDEEMABLE SECURED LOAN STOCK

Group and Company

2011RM

2010RM

Redeemable secured loan stock

At beginning/end of the financial year 53,997,055 53,997,055

Accretion of discount At beginning of the financial year 22,088,991 19,606,237Addition during the financial year - 2,482,754

At end of the financial year 22,088,991 22,088,991

76,086,046 76,086,046

Less: Redemption- at beginning of the financial year (56,797,230) (45,651,629)- during the financial year (9,644,408) (11,145,601)- at end of the financial year (66,441,638) (56,797,230)

9,644,408 19,288,816

Repayable as follows:

Current liabilities:

- not later than one (1) year 9,644,408 9,644,408

Non-current liabilities:- later than one (1) year and not later than five (5) years - 9,644,408

9,644,408 19,288,816

On 26 April 2002, the Company issued RM53,997,055 (the present value at the issue date) 5% 8 years Redeemable

Secured Loan Stock 2002/2010 (“RSLS”) pursuant to the Company’s debt restructuring exercise whereby the syndicated term loans of a subsidiary together with the interest payable thereon totalling RM53,997,055 were settled by a combination of loan stock issue and cash payment to the lenders.

The RSLS bears an effective yield of 11.54% which shall be accrued at a fixed rate compounded annually for a period of eight (8) years from the date of issuance. The nominal value of the RSLS at maturity is RM76,086,046. The redemption of the RSLS will be in proportions of 10%, 20%, 30% and 40% at the end of the fifth, sixth, seventh and eighth year respectively from 26 April 2002.

During the previous financial year, the holders’ of the Group’s RSLS have via their circular resolutions dated 19 April 2010 approved the restructuring of the RM19,288,816 outstanding RSLS for the extension to the Final Maturity Date due on 26 April 2010 for further two (2) years. The effective yield to maturity to be maintained at 11.54%.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)22. REDEEMABLE SECURED LOAN STOCK (cont’d)

The RSLS is secured by way of:

(a) debenture over present and future assets of a subsidiary;

(b) corporate guarantee from companies in which a substantial shareholder and former director has substantial financial interests;

(c) charges over certain long term leasehold land of a subsidiary as disclosed in Note 9(b)(ii) to the financial statements;

(d) charge over certain long term leasehold land of a third party;

(e) assignment of sales and rental proceeds from a subsidiary;

(f) assignment of sales and rental proceeds from a third party;

(g) personal guarantee from certain shareholders and former directors;

(h) certain quoted shares owned by a company in which a substantial shareholder and former director has substantial financial interests; and

(i) charges over a building and a leasehold land of a subsidiary as disclosed in Note 7(d) to the financial statements.

23. HIRE PURCHASE LIABILITIES

Group Company

2011RM

2010RM

2011RM

2010RM

Minimum hire purchase payments:

- not later than one (1) year 545,225 610,164 58,764 -- later than one (1) year and not later than

five (5) years 685,791 956,803 215,448 -

1,231,016 1,566,967 274,212 -Less: Future interest charges (85,056) (114,835) (29,478) -Present value of hire purchase liabilities 1,145,960 1,452,132 244,734 -

Repayable as follows:

Current liabilities:- not later than one (1) year 499,347 550,906 47,571 -

Non-current liabilities:- later than one (1) year and not later than

five (5) years 646,613 901,226 197,163 -

1,145,960 1,452,132 244,734 -


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)24. DEFERRED TAX

(a) The deferred tax liabilities and assets are made up of the following:

Group

2011RM

2010RM

At beginning of the financial year 4,512,791 13,114,413

Recognised in profit or loss:- tax expense (Note 30) 310,558 (205,084)- reversal of completed joint venture project - (8,396,538)


Presented after appropriate offsetting as follows:

Group

2011RM

2010RM

Deferred tax liabilities, net 4,823,349 4,512,791

(b) The components and movements of deferred tax liabilities and assets of the Group during the financial year prior to offsetting are as follows:

Deferred tax liabilities

Revaluationsurplus onproperty,plant and

equipmentRM

Revaluationsurplus on

developmentproperties

RMOthers

RMTotalRM

At 1 June 2010 904,403 3,608,388 - 4,512,791

Recognised in profit or loss 25,658 (147,126) 432,026 310,558

At 31 May 2011 930,061 3,461,262 432,026 4,823,349

At 1 June 2009 827,679 12,286,734 34,618 13,149,031Recognised profit or loss 76,724 (281,808) (34,618) (239,702)Reversal of completed joint venture

property - (8,396,538) - (8,396,538)

At 31 May 2010 904,403 3,608,388 - 4,512,791

Deferred tax assets

Unrealisedintragroup profits

RMTotalRM

At 1 June 2009 34,618 34,618

Recognised in profit or loss (34,618) (34,618)

At 31 May 2010 - -


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)24. DEFERRED TAX (cont’d)

(c) The amounts of temporary differences for which no deferred tax assets have been recognised in the statement of financial positions are as follows:

Group

2011RM

2010RM

Unutilised tax losses 78,782,353 80,997,492Unabsorbed capital allowances 26,281,834 25,851,566Other deductible temporary differences 3,916,457 4,108,335

108,980,644 110,957,393

Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not probable that taxable profit of the subsidiaries will be available against which the deductible temporary differences can be utilised.

25. PROVISIONS

Group

2011RM

2010RM

Non-current liabilitiesProvision for conversion premium 1,564,275 1,564,275

Current liabilitiesProvision for liquidated and ascertained damages 1,246,261 1,246,261

Total provision 2,810,536 2,810,536

(a) Provision for conversion premium

The amount represents the estimated conversion premium payable in relation to the land held for property development as disclosed in Note 9(b)(i) to the financial statements. The conversion premium is payable according to the progress of development.

(b) Provision for liquidated and ascertained damages

Group

2011RM

2010RM

At beginning of the financial year 1,246,261 1,269,302Provision made during the financial year 97,373 11,158Payment made during the financial year (97,373) (34,199)



NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)26. TRADE AND OTHER PAYABLES

Group Company

2011RM

2010RM

2011RM

2010RM

Trade payables

Third parties 74,059,541 94,335,691 - -Subsidiaries - - 67,967,333 37,357,519

74,059,541 94,335,691 67,967,333 37,357,519

Non-trade payables

Subsidiaries - - 17,470,778 16,886,497Other payables 34,102,793 39,074,373 17,179,193 17,179,221Accruals 7,735,085 8,923,955 842,078 864,053Deposits received 15,481,295 14,349,006 14,175,000 14,175,000

57,319,173 62,347,334 49,667,049 49,104,771

131,378,714 156,683,025 117,634,382 86,462,290

(a) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group and of the Company ranged from 30 to 60 days.

Included in the Group’s trade payables is a retention sum of RM23,457,573 (2010: RM29,193,090).

Group

2011RM

2010RM

Retention sum

- repayable within the next 12 months 4,566,129 8,742,533- not repayable within the next 12 months 18,891,444 20,450,557

23,457,573 29,193,090

(b) Amounts owing to subsidiaries represent advances and payments made on behalf which are unsecured, interest-free and repayable on demand in cash and cash equivalents.

(c) Included in other payables, accruals and deposits received are the following balances:

Group Company

2011RM

2010RM

2011RM

2010RM

Unsecured interest-free advances which are repayable on demand from shareholders 29,428,623 29,428,623 16,768,234 16,768,234

Deposit received from PASB in relation to the Proposed Disposal of U-Wood (Note 37) 14,175,000 14,175,000 14,175,000 14,175,000


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)26. TRADE AND OTHER PAYABLES (cont’d)

(c) Included in other payables, accruals and deposits received are the following balances: (cont’d)

Group Company

2011RM

2010RM

2011RM

2010RM

Interest payable on term loans and redeemable secured loan stock 109,772 219,544 109,772 219,544

Accruals for development expenditure of development properties 4,581,537 7,255,253 - -

Directors’ fees payable 45,000 37,411 45,000 37,411

(d) Included in the Group’s and Company’s other payables are amounts of RM25,471,495 (2010: RM25,471,495) and RM17,178,806 (2010: RM17,178,806) respectively, included in the Proposed Revised Capitalisation plan as mentioned in Note 37 (A) (a) (i) to the financial statements.

(e) Information on financial risks of trade and other payables are disclosed in Note 35 to the financial statements.

27. REVENUE

Group Company

2011RM

2010RM

2011RM

2010RM

Property development 3,978,864 7,324,740 - -

Construction contracts 3,282,037 90,628,392 - 90,628,392

Rental income 310,000 480,000 - -

Maintenance works 20,161 20,161 - -

7,591,062 98,453,293 - 90,628,392

28. COST OF SALES

Group Company

2011RM

2010RM

2011RM

2010RM

Property development costs 3,016,236 8,647,601 - -

Construction cost 3,282,037 78,066,921 - 88,815,824

6,298,273 86,714,522 - 88,815,824


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)29. PROFIT/(LOSS) BEFORE TAX

Group Company

Note

2011

RM

2010(Restated)

RM

2011

RM

2010

RM Profit /(Loss) before tax is arrived at

after charging:

Impairment of receivables 36,142 203,858 - -Auditors’ remuneration:- statutory

- current financial year 170,900 170,900 77,000 77,000- non-statutory 65,500 105,500 60,500 105,500Bad debts written off - 40,493 - -Depreciation of property,

plant and equipment 7 1,195,737 1,213,482 47,177 43,123Directors’ remuneration:- fees 45,000 52,411 45,000 52,411- other emoluments* 1,073,007 272,498 187,200 147,900Discount on redeemable secured loan stock 22 - 2,482,754 - 2,482,754Provision for liquidated and

ascertained damages 25(b) 97,373 11,158 - -Impairment losses on:- investments in subsidiaries 10(c) - - 5,514,460 12,787,354- goodwill 11 1,787,561 1,971,433 - -Interest expense on: - hire-purchase* 63,580 - 4,322 -- redeemable secured loan stock 2,021,955 1,141,387 2,021,955 1,141,387- term loans 53,642 230,171 - -Loss on disposal of property,

plant and equipment - 55,966 - -Property, plant and equipment written off 1,249 5,728 - -Staff costs*:- salaries, wages and bonuses 5,826,178 783,615 - -- defined contribution plan 835,076 106,589 - -- other employee benefits 39,423 7,751 - -Rental expenses on- office premises 25,912 21,600 - -- office equipment 40,264 53,886 - -

And crediting:Gross dividend income from a subsidiary - - 3,997,500 6,750,000Gain on disposal of property, plant and equipment - 58,603 - -Interest income on:

- advances to a subsidiary - - 2,021,955 3,642,142- fixed deposits 1,009,731 1,266,855 46,138 201,254- others 1,112 8,181 - 620

Surplus from completed joint venture project - 1,000,000 - -

* In the previous financial year, these exclude amounts incurred and capitalised as disclosed in Note 14(a) to the financial statements.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)30. TAX EXPENSE

Group Company

2011RM

2010RM

2011RM

2010RM

Current tax expense based on profit for the financial year 1,191,148 5,243,298 999,375 1,687,500

Under provision in prior year 476,957 45,385 - 64,737

1,668,105 5,288,683 999,375 1,752,237

Deferred tax (Note 24 (a))

Current financial year 316,280 (190,645) - -Over provision in prior year (5,722) (14,439) - -

310,558 (205,084) - -

1,978,663 5,083,599 999,375 1,752,237

The Malaysian income tax is calculated at the statutory tax rate of 25% (2010: 25%) of the estimated taxable profits for the fiscal year.

The numerical reconciliation between the tax expense and the product of accounting profit multiplied by the applicable tax rates of the Group and of the Company are as follows:

Group Company

2011%

2010%

2011%

2010%

Applicable tax rate 25.0 25.0 (25.0) (25.0)

Tax effects in respect of:- non-deductible expenses 40.0 51.1 50.4 69.3- tax incentive from share of Group tax relief - - - (12.4)- excess of capital allowances over depreciation of which deferred

tax liabilities have not been provided for (0.2) - (0.2) -- utilisation of other temporary differences of which deferred tax

assets have not been recognised (1.6) (0.6) - -- utilisation of capital allowances and tax losses brought forward of

which deferred tax assets have not been recognised (21.8) (3.4) - -- unutilised capital allowances and tax losses of which deferred tax

assets have not been recognised 7.5 9.1 - -

48.9 81.2 25.2 31.9

Under/(Over) provision of:- tax expense in prior financial years 15.5 0.7 - 1.2- deferred tax expense in prior financial year (0.2) (0.2) - -

Effective tax rate 64.2 81.7 25.2 33.1

The Group has tax saving of RM2,679,124 (2010: RM821,560) arising from the utilisation of unrecognised benefits from tax losses brought forward.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)31. EARNINGS PER ORDINARY SHARE

(a) Basic

Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year attributable to equity holders of the Company by the number of ordinary shares in issue as follows:

Group

2011RM

2010RM

Profit for the financial year attributable to equity holders of the parent (RM) 1,100,232 1,139,104

Number of ordinary shares in issue 142,520,000 142,520,000

Basic earnings per ordinary share (sen) 0.77 0.80

(b) Diluted

The ESOS that could potentially dilute the earnings per ordinary shares were not included in the calculation of diluted earnings per ordinary shares as it would have an anti-dilution effect thereon. Therefore, diluted earnings per ordinary share are not presented in the statement of comprehensive income.

32. RELATED PARTY DISCLOSURES

(a) Identities of related parties

Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other parties.

The Company has controlling related party relationship with its direct and indirect subsidiaries.

(b) Significant balances with related parties at the end of the reporting period are disclosed in Notes 13 and 26 to the financial statements.

(c) Compensation to key management personnel

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of the Group.

The remuneration of Directors and other key management personnel during the financial year were as follow:

Group and Company

2011RM

2010RM

Directors’ fees 45,000 52,411

Short term employee benefits 775,740 860,631Allowances 187,200 147,900

Contributions to defined contribution plans 110,067 124,598

1,118,007 1,185,540


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)32. RELATED PARTY DISCLOSURES (cont’d)

(c) Compensation to key management personnel (cont’d)

The estimated monetary value of benefits-in-kind received by the Directors other than in cash from the Group and the Company amounted to RM194,555 (2010: RM201,115).

Executive Directors of the Group and the Company and other key management personnel have been granted the following number of options under the Employee Share Options Scheme (“ESOS”):

Group and Company

2011RM

2010RM

As at 1 June - 1,220,000

Retracted - (1,220,000)

As at 31 May - -

The terms and conditions of the share options are detailed in Note 18 to the financial statements.

33. OPERATING SEGMENTS

(i) Business segments

TRIplc Berhad and its subsidiaries are principally engaged in property construction and property development. The Group’s property construction and property development activities in Malaysia are mainly undertaken by TRIplc Ventures Sdn. Bhd., TRIplc Resources Sdn. Bhd. Suasa Integrasi (M) Sdn. Bhd. and Insa Alliance Sdn. Bhd., wholly-owned subsidiaries of the Company.

The Group has arrived at five (5) reportable segments that are organised and managed separately according

to the nature of products and services, specific expertise and technologies requirements, which requires different business and marketing strategies. The reportable segments are summarised as follows:

Property development : Development of residential and commercial propertiesProperty construction : Construction of commercial propertiesProperty investment : Letting of property and related assets Investment holding : Investment holdingOthers : Project management and dormant

The Group’s chief operating decision maker monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.

The accounting policies of operating segments are same as those described in the summary of significant accounting policies. The Group evaluates performance on the basis of profit or loss from operations before tax excluding non-recurring losses such as goodwill impairment.

Inter-segment revenue is priced along the same lines as sales to external customers and is eliminated in the consolidated financial statements. These policies have been applied consistently throughout the current and previous financial years.

Segment assets comprise mainly property, plant and equipment, development properties, land held for property development, receivables and operating cash, but exclude tax recoverable.

Segment liabilities comprise operating liabilities and exclude tax liabilities.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)33. OPERATING SEGMENTS (cont’d)

(ii) Geographical segment

The Group operates predominantly in Malaysia and hence, no geographical segment is presented.

2011

Propertydevelopment

RM

Propertyconstruction

RM

Propertyinvestment

RM

Investmentholding

RMOthers

RMTotalRM

Revenue

External 3,978,864 3,282,037 310,000 - 20,161 7,591,062Interest income 79,084 885,621 - 46,138 - 1,010,843Finance costs - (59,258) - (2,026,277) (53,642) (2,139,177)Net finance income/

(expense) 79,084 826,363 - (1,980,139) (53,642) (1,128,334)Depreciation 55,586 449,081 587,697 47,176 56,197 1,195,737Capital expenditure - - - 322,535 10,522 333,057Segment profit/(loss)

before income tax 5,863,208 2,772,858 (509,684) (4,467,859) (579,628) 3,078,895Income tax (expenses)/

income (839,277) (1,149,239) 9,853 - - (1,978,663)

Other material non-cash items:- Impairment losses on

goodwill 1,787,561 - - - - 1,787,561- Impairment losses

on trade and other receivables - - 36,142 - - 36,142

Segment assetsSegment assets 122,693,615 34,638,109 11,314,485 7,780,986 9,080,652 185,507,847Unallocated corporate

assets 1,202,390

Consolidated total assets 186,710,237

Segment liabilitiesSegment liabilities 25,790,287 73,762,056 3,341,864 42,085,412 774,862 145,754,481Unallocated corporate

liabilities 5,715,008

Consolidated total liabilities 151,469,489


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)33. OPERATING SEGMENTS (cont’d)

2010

Propertydevelopment

RM

Propertyconstruction

RM

Propertyinvestment

RM

Investmentholding

RMOthers

RMTotalRM

Revenue

External 7,324,740 90,628,392 480,000 - 20,161 98,453,293Interest income 134,924 938,032 - 201,874 206 1,275,036Finance costs (182,473) - - (3,624,142) (47,697) (3,854,312)Net finance (expense)/

income (47,549) 938,032 - (3,422,268) (47,491) (2,579,276)Depreciation 61,464 447,953 593,193 43,123 67,749 1,213,482Capital expenditure 50,677 501,872 - 2,725 - 555,274Segment profit/(loss)

before income tax 11,157,043 13,241,429 (448,706) (17,682,437) (44,626) 6,222,703Income tax (expenses)/

income (1,662,374) (3,366,341) 9,853 (64,737) - (5,083,599)

Other material non-cash items:- Impairment losses on

goodwill 1,971,434 - - - - 1,971,434- Impairment losses

on trade and other receivables - - 203,858 - - 203,858

Segment assetsSegment assets 131,438,632 62,868,738 11,989,297 6,474,031 9,193,635 221,964,333Unallocated corporate

assets 1,022,618

Consolidated total assets 222,986,951

Segment liabilitiesSegment liabilities 32,521,742 92,827,692 3,375,985 51,507,090 823,614 181,056,123Unallocated corporate

liabilities 7,790,312

Consolidated total liabilities 188,846,435


33. OPERATING SEGMENTS (cont’d)

Reconciliation of reportable segment profit or loss, assets and liabilities to the Group’s corresponding amounts are as follows:-

Group

2011RM

2010RM

Profit for the financial year

Profit before tax 3,078,895 6,222,703

Income tax expense (1,978,663) (5,083,599)

Profit for the financial year 1,100,232 1,139,104

Group

2011RM

2010RM

Assets

Total assets for reportable segments 185,507,847 221,964,333

Tax assets 1,202,390 1,022,618

Group’s assets 186,710,237 222,986,951

Group

2011RM

2010RM

Liabilities

Total liabilities for reportable segments 145,754,481 181,056,123

Tax liabilities 5,715,008 7,790,312

Group’s liabilities 151,469,489 188,846,435

34. FINANCIAL INSTRUMENTS

(a) Capital management

The Group’s overall financial risk management objectives are to ensure that the Group creates value and maximises returns to its shareholders as well as ensuring that adequate financial resources are available for the development of the Group’s businesses whilst managing its financial risks. It is, and has been throughout the financial year under review, the Group’s policies that no trading in financial instruments shall be undertaken.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the financial years ended 31 May 2011 and 31 May 2010.

NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)


34. FINANCIAL INSTRUMENTS (cont’d)

(a) Capital management (cont’d)

The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group has a target gearing ratio of 10% to 65% determined as the proportion of all interest bearing borrowings to equity.

Group Company

2011RM

2010RM

2011RM

2010RM

Interest bearing borrowings 11,459,947 21,457,277 9,889,142 19,288,816

Equity 35,240,748 34,140,516 33,254,261 38,216,501

Gearing ratio 33% 63% 30% 50%

(b) Financial instruments

Certain comparative figures have not been presented for 31 May 2010 by virtue of the exemption given in paragraph 44AA of FRS 7.

(i) Categories of financial instruments

Group

Loans andreceivables

RM

2011

Financial assetsTrade and other receivables 41,761,222Cash and cash equivalents 17,817,965

Other financialliabilities

RM

Financial liabilitiesBorrowings 11,459,947Trade and other payables 131,378,714

Company

Loans andreceivables

RM

2011

Financial assetsTrade and other receivables 76,154,033Cash and cash equivalents 2,611,488

Other financial liabilities

RM

Financial liabilitiesBorrowings 9,889,142Trade and other payables 117,634,382

NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)34. FINANCIAL INSTRUMENTS (cont’d)

(b) Financial instruments (cont’d)

(ii) Fair values of financial instruments

The carrying amounts of the financial instruments of the Group and of the Company as at the end of the reporting period approximate their fair values except for the following:

Group Company

2011

Carryingamount

RM

Fair valueRM

Carryingamount

RM

FairvalueRM

Hire purchase creditors 1,145,960 1,087,497 244,734 227,039Term loans 669,579 667,374 - -

Redeemable secured loan stock 9,644,408 9,518,669 9,644,408 9,518,669

Group Company

2010

Carryingamount

RM

Fair valueRM

Carryingamount

RM

FairvalueRM

Hire purchase creditors 1,452,132 1,375,879 - -Term loans 716,329 711,224 - -

Redeemable secured loan stock 19,288,816 18,920,715 19,288,816 18,920,715

(c) Methods and assumptions used to estimate fair value

The fair values of financial assets and financial liabilities are determined as follows:

(i) Financial instruments that are not carried at fair value and whose carrying amounts are a reasonable approximation of fair value:

The carrying amounts of financial assets and liabilities, such as trade and other receivables, trade and other payables and borrowings, are reasonable approximation of fair value, due to their short-term nature.

The carrying amounts of the current portion of borrowings are reasonable approximations of fair values due to the insignificant impact of discounting.

(ii) Term loans, redeemable secured loan stock and obligations under finance lease:

The fair value of these financial instruments are estimated by discounting expected future cash flows at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at the end of the reporting period.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s overall financial risk management objectives are to ensure that the Group creates value and maximises returns to its shareholders as well as ensuring that adequate financial resources are available for the development of the Group’s businesses whilst managing its financial risks. It is, and has been throughout the financial year under review, the Group’s policies that no trading in financial instruments shall be undertaken.

The Group operates within an established risk management framework and clearly defined guidelines that are regularly reviewed by the Board of Directors and does not trade in derivative financial instruments. Financial risk management is carried out through risk review programmes, internal control systems and adherence to the Group financial risk management policies. The Group is exposed mainly to liquidity risk, interest rate risk and credit risk. Information on the management of the related exposures is detailed below.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial instruments will fluctuate because of changes in market interest rates.

The Group’s primary interest rate risk relates to its interest bearing assets and liabilities. The investments in financial assets are not held for speculative purpose but have been mostly placed in fixed deposits which yield better returns than the conventional savings. The Group manages its interest rate exposures on its debts by maintaining fixed rate borrowings. In respect of interest-bearing financial liabilities, the following table indicates their weighted average effective interest rates at the end of the reporting period and the periods in which they reprice or mature, whichever is earlier:

Group 2011 Note

Weightedaverageeffectiveinterest

rate(per

annum)%

Within1 yearRM

1 – 2yearsRM

2 - 3yearsRM

3 - 4yearsRM

4 – 5yearsRM

More than5 years

RMTotalRM

Fixed rate

Deposits with licensed banks 15 2.61 10,632,288 - - - - - 10,632,288

Term loans 21 7.95 47,240 51,280 55,510 60,086 64,947 390,516 669,579Redeemable

secured loan stock 22 11.54 9,644,408 - - - - - 9,644,408

Hire-purchase liabilities 23 4.53 499,347 358,713 164,986 84,423 38,491 - 1,145,960

2010

Fixed rate

Deposits with licensed banks 15 2.17 47,617,786 - - - - - 47,617,786

Term loans 21 7.95 43,776 47,240 51,280 55,510 60,086 458,437 716,329Redeemable

secured loan stock 22 11.54 9,644,408 9,644,408 - - - - 19,288,816

Hire-purchase liabilities 23 4.50 550,906 451,776 308,482 112,095 28,873 - 1,452,132


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

(i) Interest rate risk (cont’d)

Company 2011 Note

Weightedaverageeffective

interest rate(per annum)

%

Within1 yearRM

1 – 2yearsRM

2 - 3yearsRM

3 - 4yearsRM

TotalRM

Fixed rate

Amount owing by a subsidiary 13(b) 1.99 103,449,796 - - - 103,449,796

Deposits with licensed banks 15 2.40 1,610,000 - - - 1,610,000

Redeemable secured loan stock 22 11.54 9,644,408 - - - 9,644,408

2010

Fixed rate

Amount owing by a subsidiary 13(b) 3.71 101,427,841 - - - 101,427,841

Deposits with licensed banks 15 2.00 1,583,000 - - - 1,583,000

Redeemable secured loan stock 22 11.54 9,644,408 9,644,408 - - 19,288,816

Sensitivity analysis for interest rate risk

Group

As at 31 May 2011, if interest rates at the date had been 50 basis points lower with all other variables held constant, post-tax profit for the year would have been RM63,332 lower and vice versa, arising mainly as a result of lower or higher net interest income/expense on deposits with licensed banks and borrowings. The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment.

Company

As at 31 May 2011, if interest rates at the date had been 50 basis points lower with all other variables held constant, post-tax profit for the year would have been RM64,962 higher and vice versa, arising mainly as a result of lower or higher interest expense on borrowings. The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment.

(ii) Credit risk

Credit risk is the potential risk of financial loss arising from the failure of a customer or counter party to settle its financial and contractual obligations to the Group, as and when they fall due. The credit risk attributable to receivables is managed and monitored on an ongoing basis via Group’s management reporting procedures and internal credit review procedures.



(ii) Credit risk (cont’d)

The credit risk in respect of property buyers are limited by withholding legal ownership before the full consideration is received.

In respect of the fixed deposits, cash and bank balances placed with major financial institutions in Malaysia, the Directors believe that the possibility of non-performance by these financial institutions is remote on the basis of their financial strength.

Exposure to credit risk

The Group’s and Company’s maximum exposures to credit risk are represented by the carrying amounts of each class of financial assets recognised in the statements of financial position.

Credit risk concentration profile

The Group and the Company have no significant concentration of credit risk except for an amount of RM19,433,764 (2010: RM18,835,045) and RM14,066,633 respectively included in trade receivables which are owing from a single customer in respect of its property construction activity. However, the Directors believe that the credit risk arising from the exposure of this single customer is remote on the basis of its financial strength.

Financial assets that are neither past due nor impaired

Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 13 to the financial statements. Deposits with banks and other financial institutions that are neither past due nor impaired are placed with or entered into with reputable financial institutions.

Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is disclosed in Note 13 to the financial statements.

(iii) Liquidity and cash flow risk

The Group manages its debt maturity profile, operating cash and the availability of funding on monthly basis so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group strives to maintain sufficient levels of cash or cash convertible investments to meet its working capital commitments. In addition, the Group strives to maintain available banking facilities at a reasonable level to meet its business needs.



(iii) Liquidity and cash flow risk (cont’d)

Analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the end of the reporting period based on contractual undiscounted repayment obligations.

2011

Group

On demand or within one year

RM

One to five years

RM

Over five years

RMTotalRM

Financial liabilities:

Trade and other payables 112,487,271 18,891,444 - 131,378,715Borrowings 11,406,039 1,087,359 485,228 12,978,626

Total undiscounted financial liabilities 123,893,310 19,978,803 485,228 144,357,341

2010


RM

One to five years

RM

Over five years

RMTotalRM


Trade and other payables 136,232,468 20,450,557 - 156,683,025Borrowings 12,580,893 12,089,376 615,037 25,285,306

Total undiscounted financial liabilities 148,813,361 32,539,933 615,037 181,968,331

2011

Company


RM

One to five years

RM

Over five years

RMTotalRM


Trade and other payables 117,634,382 - - 117,634,382Borrowings 10,819,186 215,448 - 11,034,634

Total undiscounted financial liabilities 128,453,568 215,448 - 128,669,016

2010


RM

One to five years

RM

Over five years

RMTotalRM


Trade and other payables 86,462,290 - - 86,462,290Borrowings 11,870,337 10,760,422 - 22,630,759

Total undiscounted financial liabilities 98,332,627 10,760,422 - 109,093,049


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)36. CONTINGENT LIABILITIIES - UNSECURED

Group Company

2011RM

2010RM

2011RM

2010RM

Balance of potential claims for liquidated and ascertained damages 68,126 117,896 - -

37. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

A. Events pertaining to Regularisation Plan

(a) On 8 May 2006, the Company announced that it is an affected listed issuer under Practice Note 17/2005 of the Listing Requirements of Bursa Malaysia Securities Berhad (“PN17”).

On 22 November 2006, the Company announced the following proposal to regularise its financial position pursuant to the requirements of the Amended-Practice Note 17 of the Listing Requirements of Bursa Malaysia Securities Berhad:

(i) proposed capitalisation of debts owing by the Company and/or its subsidiaries to a substantial shareholder, certain directors and creditors (collectively known as “Creditors”) in aggregate amounting to RM25,471,495 via the issuance of 25,471,495 new ordinary shares of RM1.00 each in the Company (“Proposed Capitalisation”).

(ii) proposed disposal of its entire equity interest in U-Wood Sdn. Bhd. (“U-Wood”), comprising 2,500,000 ordinary shares of RM1.00 each to Centralfields Sdn. Bhd. (“CFSB”) for a cash consideration of RM1.00. CFSB will also settle, on behalf of U-Wood, the inter-company debt amount owing by U-Wood to the Company as at 30 November 2006 which is estimated to be RM18.9 million (“Proposed Disposal”).

(collectively referred to as the “First Proposals”, which are inter-conditional upon each other).

Pursuant to the above proposals, the Company has entered into five (5) separate agreements relating to the Proposed Capitalisation with the respective subsidiaries and the Creditors. The Company also entered into an agreement with CFSB relating to the Proposed Disposal.

(b) On 3 January 2007, the Company entered into a Share Sale Agreement (“SSA”) with Prestasi Asli Sdn. Bhd. (“PASB”), a wholly-owned subsidiary company of CFSB, to finalise the terms of the Proposed Disposal.

(c) On 5 January 2007, the First Proposals was submitted to the SC for approval. The SC had vide its letter dated 3 May 2007 rejected the First Proposals.

(d) The appeal against the SC decision in rejecting the Company’s regulartisaion plan which was submitted to the SC was rejected by the SC vide its letter dated 9 October 2008.

(e) Pursuant thereto, Bursa Malaysia Securities Berhad (“Bursa Securities”) had issued a Notice of Show Cause on De-Listing of Securities (“Notice”) to accord the Company five (5) market days from the date of receipt of the Notice to make written representations to Bursa Securities as to why the securities of the Company should not be de-listed from the Official List of Bursa Securities. The Company has subsequently replied to the notice on 3 November 2008. The trading of the securities of the Company is suspended with effect from 4 November 2008 pursuant to paragraph 8.14C and 16.02 of the Listing Requirements of Bursa Malaysia Securities Berhad.

(f) Bursa Securities had vide its letter dated 14 November 2008 granted the Company an extension of time until 31 December 2008 to submit the Company’s regularisation plans to the SC and other relevant authorities for approval.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)37. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (cont’d)

A. Events pertaining to Regularisation Plan (cont’d)

(g) On 28 November 2008, the Company announced the following proposals to regularise its financial position and warrant the continued trading and listing of its share on the Main Board of Bursa Securities:-

(i) proposed capitalisation of RM6,367,874 representing 25% of RM25,471,495 aggregate amount of debts owing by TRIplc and / or its subsidiary companies to certain substantial shareholders and creditors (collectively known as “Creditors”) via the issuance of 6,367,874 new ordinary shares of RM1.00 each in TRIplc and the waiver of the remaining 75% of such debts owing by TRIplc and / or its subsidiary companies to the Creditors amounting to RM19,103,621 (“Proposed Capitalisation”);

(ii) proposed disposal of its entire equity interest in U-Wood, comprising 2,500,000 ordinary shares of RM1.00 each to PASB for a cash consideration of RM1.00. PASB will also settle, on behalf of U-Wood, the inter-company debt amount owing by U-Wood to TRIplc as at 30 November 2006 of RM18.9 million (“Proposed Disposal”);

(iii) proposed cancellation of the entire share premium of the Company standing in its share premium account of approximately RM79.69 million as at 31 May 2008, and proposed reduction of the existing issued and paid-up capital of the Company involving the cancellation of RM0.57 of the par value of each of the 148,887,874 ordinary shares of RM1.00 each in issue (after the Proposed Capitalisation), pursuant to Section 64 of the Companies Act, 1965 (“Act”) (“Proposed Capital Reduction”); and

(iv) proposed consolidation of every 100 ordinary shares of RM0.43 each into 43 ordinary shares of RM1.00 each in TRIplc subsequent to the Proposed Capital Reduction (“Proposed Consolidation”).

(Collectively referred to as the “Proposed Regularisation Scheme”)

The Proposed Capitalisation, the Proposed Disposal, the Proposed Capital Reduction and the Proposed Consolidation are inter-conditional upon one another.

Pursuant to the above, the Company has entered into five (5) new separate agreements relating to the Proposed Revised Capitalisation with the respective subsidiaries and the Creditors on 28 November 2008. PASB also granted the Company an extension of time up to 31 December 2009 or any other date as may be mutually agreed by both parties to finalise the terms of the Proposed Disposal.

(h) Bursa Securities had vide its letter dated 24 December 2008 granted the Company a final extension of time until 15 January 2009 to submit the Company’s regularisation plan.

(i) On 15 January 2009, the Company submitted the Proposed Regularisation Scheme to the SC for approval.

(j) On 20 April 2011, the SC has approved the Proposed Regularisation Scheme to warrant the continued trading and listing of its shares on the Main Market of Bursa Securities subject to the following condition:-

(i) Disclosure in the circular to shareholders of the Company’s dependency on a single project i.e. the Zone 1 Phase 2 of Universiti Teknologi MARA (“UiTM”) Puncak Alam Campus project.

(k) On 21 June 2011, Bursa Securities has approved:-

(i) the listing and quotation of 6,367,874 new ordinary shares of RM1.00 each to be issued pursuant to the Proposed Capitalisation; and

(ii) the Proposed Consolidation.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)37. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (cont’d)

A. Events pertaining to Regularisation Plan (cont’d)

(l) On 19 September 2011, the shareholders of the Company have approved the Proposed Regularisation Scheme at an Extraordinary General Meeting held.

(m) On 22 September 2011, the Company received the sealed court order granted on 21 September 2011 by the High Court of Malaya (“High Court”) confirming the share capital and share premium account reduction pursuant to the Proposed Capital Reduction (“High Court Confirmation”). With the High Court Confirmation, all conditions precedent stipulated in the Subscription Agreements in relation to the Proposed Capitalisation and the SSA in relation to the Proposed Disposal, have been fulfilled. Accordingly, the Proposed Capitalisation and the Proposed Disposal became unconditional on 22 September 2011.

(B) Increase in investment in subsidiaries

(a) On 27 September 2010, the Company subscribed for additional 4,900,000 ordinary shares of RM1.00 each in TRIplc Ventures Sdn. Bhd. for a total consideration of RM4,900,000.

(b) On 27 January 2011, the Company subscribed for additional 749,900 ordinary shares of RM1.00 each in TRIplc Industries Sdn. Bhd. for a total consideration of RM749,900.

(C) Concession Agreement

On 4 May 2010, the Company announced that TRIplc Ventures Sdn. Bhd. (“Concession Company”), a wholly owned subsidiary of the Company, has executed a CA with the Government of Malaysia and UiTM for the grant to the Concession Company the right and authority to undertake the planning, design, development, construction, landscaping, equipping, installations, completion, testing and commissioning of the Facilities and Infrastructure and to carry out the maintenance works in relation to the maintenance of the Facilities and Infrastructure (collectively referred to as the “Concession”).

UiTM will pay the Concession Company throughout the Maintenance Period concession charges which comprise of Availability Charges for the availability of the Facilities and Infrastructure and Maintenance Charges for the provision of maintenance works in accordance with the provisions of the CA.

The principal terms of the CA are as follows:

(i) the Concession granted is for a period of 23 years (“Concession Period”) which consist of 3 years for construction works to be completed and 20 years for maintenance works.

(ii) the maintenance works will commence upon completion of the construction works and expiring on the last date of the Concession Period (“Maintenance Period”).

The CA is subject to the following conditions which required to be met within six (6) months from the date of the CA:

(i) securing letter of offer and other relevant documents evidencing that the Concession Company has secured the project financing in respect of the construction works to the satisfaction of the Government and UiTM; and

(ii) evidencing that the Concession Company has paid up capital of RM5,000,000.

The Concession Company has been granted extension of time to fulfil these conditions and it has fulfilled it on 28 March 2011.


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)38. COMPARATIVE FIGURES

Certain figures as at 1 June 2009 have been restated due to the effects arising from the adoption of Amendment to FRS 117 Leases, which have resulted in retrospective adjustments. Long term leasehold land held by the Group for own use were reclassified from prepaid lease payments for land as previously reported, to property, plant and equipment as long term leasehold land.

As previouslyreported

RM

Effects on adoption of Amendment

to FRS 117RM

As restatedRM

As at 1 June 2009

Group

ASSETS

Non-current assets

Property, plant and equipment 10,598,506 6,243,926 16,842,432Prepaid lease payment for land 6,243,926 (6,243,926) -Land held for property development 84,763,077 - 84,763,077Goodwill on consolidation 13,726,805 - 13,726,805Deferred tax asset 34,618 - 34,618

115,366,932 - 115,366,932

Current assets

Property development costs 34,137,898 - 34,137,898Trade and other receivables 57,825,848 - 57,825,848Current tax assets 749,875 - 749,875Cash and cash equivalents 73,367,011 - 73,367,011

166,080,632 - 166,080,632Assets of disposal group

classified as held for sale 9,093,203 - 9,093,203

TOTAL ASSETS 290,540,767 - 290,540,767

EQUITY AND LIABILITIES

Equity attributable to owners of the parentShare capital 142,520,000 - 142,520,000Reserves (109,518,588) - (109,518,588)

TOTAL EQUITY 33,001,412 - 33,001,412

LIABILITIES

Non-current liabilities

Borrowings - secured 1,968,777 - 1,968,777Deferred tax liabilities 13,149,031 - 13,149,031Provisions 1,564,275 - 1,564,275

16,682,083 - 16,682,083


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)38. COMPARATIVE FIGURES (cont’d)

As previouslyreported

RM

Effects on adoption of Amendment

to FRS 117RM

As restatedRM

Current liabilitiesTrade and other payables 209,795,335 - 209,795,335Provisions 1,269,302 - 1,269,302Borrowings - secured 28,622,383 - 28,622,383Current tax liabilities 852,377 - 852,377

240,539,397 - 240,539,397Liabilities of disposal group classified as

held for sale 317,875 - 317,875

TOTAL LIABILITIES 257,539,355 - 257,539,355

TOTAL EQUITY AND LIABILITIES 290,540,767 - 290,540,767

For the financial year ended 31 May 2010

Statement of Comprehensive IncomeDepreciation of property, plant and

equipment - long term leasehold land - 74,333 74,333Amortisation of prepaid lease payment

for land 74,333 (74,333) -

Statement of Financial PositionProperty, plant and equipment - 6,169,593 6,169,593

Prepaid lease payment for land 6,169,593 (6,169,593) -


NOTES TO THE FINANCIAL STATEMENTS31 MAY 2011 (cont’d)39. SUPPLEMENTARY INFORMATION ON REALISED AND UNREALISED PROFITS OR LOSSES

The accumulated losses as at the end of the reporting period may be analysed as follows:

2011

GroupRM

CompanyRM

Total accumulated losses of TRIplc Berhad and its subsidiaries:

- Realised (186,361,439) (189,000,187)

- Unrealised (5,035,939) -

Total group/company accumulated losses as per financial statements (191,397,378) (189,000,187)

The supplementary information on realised and unreaslised profits or losses has been prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (‘MIA Guidance’) and the directive of Bursa Malaysia Securities Berhad.


ANALYSIS OF SHAREHOLDINGSAS AT 30 SEPTEMBER 2011SHARE CAPITAL

Authorised share capital - RM200,000,000.00

Issued and paid-up capital - RM142,520,000.00

Class of shares - Ordinary shares of RM1.00 each fully paid

Voting rights - 1 vote per share (on a poll) 1 vote per shareholder (on show of hands)

DISTRIBUTION OF SHAREHOLDINGS

Size of HoldingsNo. of

Shareholders% of

ShareholdersNo. of

Shares % of

Issued Capital

1 - 99 11 0.22 350 Negligible

100 - 1,000 1,885 37.97 1,861,190 1.31

1,001 - 10,000 2,543 51.23 10,299,960 7.23

10,001 - 100,000 459 9.25 13,831,000 9.70

100,001 - 7,125,999 60 1.21 34,775,500 24.40

7,126,000 and above 6 0.12 81,752,000 57.36

Total 4,964 100.00 142,520,000 100.00


ANALYSIS OF SHAREHOLDINGSAS AT 30 SEPTEMBER 2011THIRTY LARGEST REGISTERED SHAREHOLDERS

No. NameNo. of

Shares Held %

1. Pembinaan Era Dinamik Sdn Bhd 35,500,000 24.91

2. Tan Sri Rozali Bin Ismail 11,600,002 8.14

3. Gempur Likas Sdn Bhd 11,557,000 8.11

4. Dato’ Mat Hairi Bin Ismail 7,761,666 5.45

5. Mohd Yusoff Bin Mohd Tahir 7,666,666 5.38

6. Badrul Shah Bin Awaludin 7,666,666 5.38

7. Central Energy Sdn Bhd 7,000,000 4.91

8. Samsi Bin Pakih 6,900,000 4.84

9. Shaari Bin Ismail 4,600,000 3.23

10. Phoa Boon Ting 1,318,000 0.93

11. AIBB Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Southern Consolidated Projects Sdn Bhd) 1,308,300 0.92

12. Ngu Cheng Wen 1,047,000 0.74

13. Beevee (M) Sdn Bhd 854,000 0.60

14. AIBB Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Abdul Ghafar Bin Kornain) 571,700 0.40

15. Simfoni Warisan Sdn Bhd 519,000 0.36

16. Ishak Bin Abdul Ghani 517,000 0.36

17. Loh Cheng Fatt 500,000 0.35

18. Tahap Padu Sdn Bhd 427,000 0.30

19. Tung Yan Yok 416,000 0.29

20. Che Harun Bin Shaari 400,000 0.28

21. Zakaria Bin Othman 400,000 0.28

22. Mohd Salleh Bin Mohd Noh 315,000 0.22

23. Lee Kok Guan 304,900 0.21

24. Cheong Yean Huah @ Nancy Cheong 304,000 0.21

25. Leu Leang @ Liew Yong Choy 281,000 0.20

26. Marcelle Lee Li Wei 279,000 0.20

27. Tan Sri Rozali Bin Ismail 262,000 0.18

28. Ar Mohd Khalid Bin Mohammed Yusuf 261,000 0.18

29. Koay Teng Choon 258,700 0.18

30. Mahmood Bin Hassan 250,700 0.18

111,046,300 77.92


ANALYSIS OF SHAREHOLDINGSAS AT 30 SEPTEMBER 2011SUBSTANTIAL SHAREHOLDERS (Excluding Bare Trustees)Per Register of Substantial Shareholders

No. of Shares Held

No. NameDirect

Interest %DeemedInterest %

1. Pembinaan Era Dinamik Sdn Bhd 35,500,000 24.91 - -

2. Mohamad Yazi Bin Ramlan * - - 35,500,000 24.91

3. Udzer Bin Abdul Karim ** - - 35,500,000 24.91

4. Gempur Likas Sdn Bhd 11,557,000 8.11 - -

5. Md Zahary Bin Malek # - - 11,557,000 8.11

6. Ho Kim Shing # - - 11,557,000 8.11

7. Tan Sri Rozali Bin Ismail 11,862,002 8.32 - -

8. Dato’ Mat Hairi Bin Ismail 7,761,666 5.45 - -

9. Badrul Shah Bin Awaludin 7,666,666 5.38 - -

10. Mohd Yusoff Bin Mohd Tahir 7,666,666 5.38 - -

* Deemed interest by virtue of 20% equity interest in Pembinaan Era Dinamik Sdn Bhd ** Deemed interest by virtue of 80% equity interest in Pembinaan Era Dinamik Sdn Bhd # Deemed interest by virtue of 50% equity interest in Gempur Likas Sdn Bhd

DIRECTORS’ SHAREHOLDINGSPer Register of Directors’ Shareholdings

No. of Shares Held in the Company

No. NameDirect

Interest %Deemed Interest %

1. Ar Mohd Khalid Bin Mohammed Yusuf 261,000 0.18 - -

2. Jumsi Bin Batri 2,000 0.001 - -


No. Location ApproximateArea (Acres)

Usage

1. Selangor Darul Ehsan PT Nos. 33383 - 33384HS(D) 103097 - 103098Mukim of Sungai Buloh, District of Petaling with premises No. 6 & 8, Jalan Apollo CH U5/CH, Bandar Pinggiran Subang, Seksyen U5, 40150 Shah Alam, Selangor Darul Ehsan

0.077 Commercial land with 2 units 3-storey shop office

2. PN 16618Lot 10965 Mukim of Bukit Raja, District of Petaling

6.33 Development of residential units- Taman Puncak Perdana

3. State alienated development land formerly part of Bukit Cherakah Forest Reserve located in the Mukim of Bukit Raja, District of Petaling

25.86 # Proposed mixed development of residential and commercial- Taman Puncak Perdana

4. 19 titles included in:- PT Nos. 2104 - 2110, 2116, 2118 - 2119, 2121, 2123 - 2126, 2164, 2167 - 2168, 2180HS(D) 114797 - 114803, 114809, 114811 - 114812, 114814, 114816 - 114819, 114857, 114860 - 114861, 114873Mukim of Bukit Raja, District of Petaling

54 titles included in:- PT Nos. 17921 - 17924, 17933 - 17938, 17956 - 17967, 17969 - 17991, 18010, 18031, 18061, 18063, 18080 - 18081, 18092, 18102, 18112HS(D) 232520 - 232523, 232532 - 232537, 232555 - 232566, 232568 - 232590, 232609, 232630, 232660, 232662, 232679 - 232680, 232691, 232701, 232711Mukim of Bukit Raja, District of Petaling

31.37 Development of residential units- Perdana Heights(Bungalows and Semi Detached)

5. State alienated development land formerly part of Bukit Cherakah Forest Reserve located in the Mukim of Bukit Raja, District of Petaling

25.86 # Proposed mixed development of residential and commercial- Taman Puncak Perdana

6. HS(D) 16518 - 17423Mukim of Serendah, District of Hulu Selangor

338.67 Proposed mixed development of residential and commercial- Desa Cempaka

7. MelakaLot Nos. 1041, 1042, 1118 & 1119Mukim of Tangga Batu, District of Melaka Tengah

34.73 Industrial land

8. Negeri Sembilan Darul KhususLot No. 267 (PN 10340)Mukim of Serting Ulu, District of Jempol

57.0 Industrial land

9. Batu 36, Jalan Kuala Pilah 72200 Batu Kikir, Negeri Sembilan

7.22 Plywood factory, office and warehouse together with plant and machinery situated on the industrial land in item no. 8 above

LIST OF GROUP PROPERTIES AS AT 31 MAY 2011

Notes :

# The relevant land titles are pending issuance from the authority.


Tenure ApproximateAge of Building

Beneficiary/Registered Owner

Date of Land Valuation

Cost/Net Book ValueAs at 31.05.2011

(RM)

Leasehold - 99 years expiring 10.06.2095

13 years Central Challenger (M) Sdn Bhd

29.08.2001 1,147,051


- Insa Alliance Sdn Bhd

04.09.1999 1,493,298

Leasehold - 99 years - Insa Alliance Sdn Bhd

04.09.1999 6,716,017


expiring 05.07.2105

- Suasa Integrasi (M) Sdn Bhd

04.09.1999 3,510,519

Leasehold - 99 years - Suasa Integrasi (M) Sdn Bhd

04.09.1999 9,186,361


- Zuriat Watan Sdn Bhd

04.02.2010 37,233,502

Freehold - U-Wood Sdn Bhd 17.12.1999 9,000,000


- Prinsip Barisan (M) Sdn Bhd

04.02.2010 6,095,262


16 years Prinsip Barisan (M) Sdn Bhd

04.02.2010 4,002,859


NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 19th Annual General Meeting of TRIplc Berhad will be held at Glenmarie Ballroom B, Holiday Inn Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan, Malaysia on Tuesday, 29 November 2011 at 10.00 a.m. to transact the following matters:

A G E N D A

1. To receive the Audited Financial Statements for the year ended 31 May 2011 together with the Reports of the Directors and Auditors thereon.

2. To re-elect as Director, Ar Mohd Khalid Bin Mohammed Yusuf who retires pursuant to Article 88 of the Company’s Articles of Association. (Ordinary Resolution 1)

3. To re-elect as Director, Encik Zainal Abidin Bin Ismail who retires pursuant to Article 95 of the Company’s Articles of Association. (Ordinary Resolution 2)

4. To re-appoint BDO as Auditors and to authorise the Directors to fix their remuneration. (Ordinary Resolution 3)

5. To transact any other business of which due notice shall have been given.

BY ORDER OF THE BOARD

WONG POH CHUN, SHRYN MAICSA 7013841Company Secretary

Shah Alam31 October 2011

Notes:

(1) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. The provision of Section 149(1)(c) of the Companies Act, 1965 shall not apply to the Company. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

(2) A proxy or proxies may but need not be a member of the Company.

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

(4) The instrument appointing a proxy or proxies, together with the power of attorney (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited at the Company’s Share Registrar, Tricor Investor Services Sdn Bhd, Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

STATEMENT ACCOMPANYINGNOTICE OF ANNUAL GENERAL MEETING

No individual is seeking election as a Director at the 19th Annual General Meeting of the Company.

I/We (Full name in block letters) ________________________________________________________NRIC no. _____________________________

of (Full Address) ________________________________________________________________________________________________________

__________________________________________________________________________________being a member(s) of TRIplc Berhad

hereby appoint (Full name in block letters) ______________________________________________NRIC no. _____________________________

of (Full Address) ________________________________________________________________________________________________________

or failing him/her (Full name in block letters) ____________________________________________NRIC no. _____________________________

of (Full Address) ________________________________________________________________________________________________________

or failing him/her *the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the 19th Annual General Meeting of the Company to be held at Glenmarie Ballroom B, Holiday Inn Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan, Malaysia on Tuesday, 29 November 2011 at 10.00 a.m. and at any adjournment thereof, on the following resolutions referred to in the notice of the Annual General Meeting.

My/Our proxy is to vote as indicated by an “X” in the appropriate space below. In the absence of specific directions, the proxy shall vote or abstain at his/her discretion.

No. Ordinary Resolutions For Against

1. To re-elect Ar Mohd Khalid Bin Mohammed Yusuf as Director

2. To re-elect Encik Zainal Abidin Bin Ismail as Director

3. To re-appoint BDO as Auditors and to authorise the Directors to fix their remuneration

* Delete the words “the Chairman of the Meeting” if you wish to appoint some other person(s) to be your proxy.

Signed this ______________ day of _________________ 2011.

Contact no. ___________________________________________

NOTES:

(1) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. The provision of Section 149(1)(c) of the Companies Act, 1965 shall not apply to the Company. 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.

(2) A proxy or proxies may but need not be a member of the Company.

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

(4) The instrument appointing a proxy or proxies, together with the power of attorney (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited at the Company’s Share Registrar, Tricor Investor Services Sdn Bhd, Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

FORM OF PROXY

No. of Shares Held

CDS Account No. - -

________________________________________Signature/Common Seal of Shareholder(s)

AFFIXPOSTAGE

STAMP

Fold here

Fold here

The Company SecretaryTRIplc BERHAD (242896-A) C/o Tricor Investor Services Sdn Bhd (118401-V)Level 17, The Gardens North Tower Mid Valley CityLingkaran Syed Putra59200 Kuala LumpurMalaysia

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