Board of Directors' Profile - I3investor

Board of Directors’ Profile

Kamaruzzaman Abu KassimChairman

Non-IndependentNon-Executive Director

Kua Hwee SimIndependent

Non-Executive Director

Dato’ Ir Abd Hak Md AminNon-Independent


Tan Sri Dato’ Seri Arshad AyubIndependent


Dr Mohd Hafetz AhmadIndependent


Rozan Mohd Sa’atManaging Director

Zulkifli IbrahimNon-Independent

Non-Executive DirectorIndependent

Non-Executive DirectorIndependent

Non-Executive DirectorManaging DirectorNon-Independent



ChairmanNon-IndependentNon-Executive Director

Kamaruzzaman Abu Kassim, a Malaysian, aged 47, is a Non-Independent Non-Executive Director and the Chairman of Sindora Berhad. He was appointed to the Board of Sindora Berhad on 13 January 2011. He graduated with a Bachelor of Commerce majoring in Accountancy from the University of Wollongong, New South Wales, Australia in 1987.

He started his career as an Audit Assistant at Messrs K.E Chan & Associates in 1988, prior to him joining an international accounting firm, Messrs Pricewaterhouse Coopers (formerly known as Messrs Coopers & Lybrand) in 1989. He joined Johor Corporation in 1992 as a Deputy Manager in the Corporate Finance Department and became its General Manager in 1999.

He is the Chief Executive and President of Johor Corporation with effect from 1 December 2010. He had served as the Acting Chief Executive and Acting President of Johor Corporation from July 2010 to 30 November 2010. Prior to that, he had served as the Chief Financial Officer and Chief Operating Officer of Johor Corporation beginning August 2006, before his appointment as the Senior Vice President, Corporate Services & Finance of Johor Corporation beginning January 2009.

He was appointed to the Board of Damansara Realty Berhad (DBhd) on 11 December 1995 before assuming the position of its Executive Director on 16 August 1999. He was later appointed as its Deputy Chairman on 4 October 2006 prior to his appointment as DBhd’s Managing Director on 1 January 2010. He resigned as the Managing Director of DBhd on 12 January 2011 and was appointed as the Chairman of DBhd with effect from the same date.

He sits as the Chairman of Damansara REIT Managers Sdn Bhd, the manager of Al-Aqar KPJ REIT beginning 12 January 2011. He is also the Chairman of Kulim (Malaysia) Berhad, KPJ Healthcare Berhad, QSR Brands Berhad and KFC Holdings (Malaysia) Berhad, which are Johor Corporation’s group of companies listed on Bursa Malaysia Securities Berhad, with effect from the same date. He is also a Director of Waqaf An-Nur Corporation Berhad, an Islamic endowment institution that spearheads Johor Corporation’s CSR programmes. He also sits as Chairman and/or Director of several other companies within Johor Corporation Group.

Other than as disclosed, he does not have any family relationship with any director and/or major shareholder of Sindora Berhad. He has no personal interest in any business arrangement involving Sindora Berhad. He has not been convicted for any offences.

Managing Director

Rozan Mohd Sa’at, a Malaysian, aged 51, was appointed to the Board of Sindora Berhad on 23 May 2002 and assumed the position as the Managing Director of Sindora Berhad beginning 1 September 2002.

He holds a Bachelor of Economics (Honours) majoring in Statistics from Universiti Kebangsaan Malaysia.

He started his career in 1983 as an Administrative Officer in Corporate Planning & Research Department of Johor Corporation before being seconded as an Operations Manager in Sergam Berhad (a subsidiary of Johor Corporation) in 1986. From 1987 – 1988, he served in the Corporate Communications Department, Johor Corporation as an Administrative Officer.

From 1988 – 1993, he was appointed as the Executive Director of several subsidiaries in Johor Corporation Group. In 1994, he was appointed as the General Manager of Johor Corporation’s Tourism Division before assuming the post as Chief Executive of the same Division on 15 June 1996, a post which he held until his appointment as the General Manager, Business Development, Johor Corporation beginning January 1999.

Prior to his appointment as the Managing Director of Sindora Berhad, he served as the Senior General Manager, Business Development of Johor Corporation from 2000 till August 2002.

Currently, he is a Director of Kulim (Malaysia) Berhad and KPJ Healthcare Berhad, which are Johor Corporation’s subsidiaries listed on the Main Board of Bursa Malaysia Securities Berhad, as well as Johor Land Berhad and Waqaf An-Nur Corporation Berhad. He is also Johor Corporation’s Chief Executive Officer of Hospitality Division, apart from being Chairman and / or Director of several companies in Johor Corporation Group.

Other than as disclosed, he does not have any family relationship with any director and / or major shareholder of Sindora Berhad. He has no personal interest in any business arrangement involving Sindora Berhad. He has not been convicted for any offences. He attended all four Board of Directors’ Meetings held in 2010.


Independent Non-Executive Director


Tan Sri Dato’ Seri Arshad Ayub, a Malaysian, aged 82, is an Independent Non-Executive Director of Sindora Berhad. He was appointed to the Board of Sindora Berhad on 7 July 1995. He is the Chairman of the Audit Committee of Sindora Berhad.

He graduated with a Diploma in Agriculture from the College of Agriculture, Serdang, Selangor in 1954 and obtained his Bachelor of Science (Honours) Degree in Economics and Statistics from the University College of Wales, Aberystwyth in United Kingdom in 1958 and in 1964, he pursued a postgraduate Diploma in Business Administration from the Management Development Institute (IMEDE), Lausanne, Switzerland.

He had a distinguished career and an extensive work experience in the Malaysian Civil Service, having held senior positions in various Ministries in the Malaysian Government from 1958 till 1983 including as Deputy Governor of Bank Negara Malaysia from 1975 to 1977, Deputy Director General in the Economic Planning Unit of the Prime Minister’s Department from 1977-1978, and Secretary General of 3 Ministries, namely, Ministry of Primary Industries in 1978, Ministry of Agriculture in 1979 to 1981 and Ministry of Land and Regional Development from 1981 to 1983. He was a Member of Justice Harun’s Salaries Commission for statutory bodies and local government.

Tan Sri has extensive experience across 15 different industries and he currently sits in the Board of Directors of several public listed companies namely Malayan Flour Mills Berhad, LBI Capital Berhad, Tomypak Holdings Berhad, Kulim (Malaysia) Berhad, KPJ Healthcare Berhad, Top Glove Corporation Berhad, Manulife Holdings Berhad and Asia Brands Corporation Berhad. Tan Sri is also the Chairman and / or Director of several other companies including Bata Sdn Bhd, Land Rover (M) Berhad, Nakagawa Rubber Industries Sdn Bhd, Pelaburan Johor Berhad, Bistari Johor Berhad, PFM Capital Holdings Sdn Bhd and AmanahRaya-JMF Asset Management Sdn Bhd. He had served as the Chairman of the Board of Penang Regional Development Authority, South East Johor Development Authority (KEJORA) as well as the Palm Oil Registration & Licensing Authority.

Tan Sri is the President of the Malaysian Rubber Products Manufacturers Association and Chairman of Malaysian Rubber Export Promotion Council. He is a member of the Council of Universiti Malaya and Kolej Ugama Sultan Zainal Abidin (KUSZA). He holds the esteemed position as the Pro-Chancellor of Universiti Teknologi MARA (UiTM), Governor of Kolej Tuanku Jaafar and a member of Cooperative College.

He was the recipient of many awards and accolades like ‘Anugerah Mutiara Budi’ from the Ministry of Finance for his great contribution to the government. He was also awarded the prestigious ACCA Achievement Award for his outstanding contribution for the development of professional accountancy in Malaysia.


Kua Hwee Sim, a Malaysian, aged 58, is an

Independent Non-Executive Director of Sindora

Berhad. She was appointed to the Board of Sindora

Berhad on 1 August 2002. She is a member of the

Audit Committee of Sindora Berhad with effect from

her appointment. She is an Accountant by profession

and is a Fellow of the Association of Chartered Certified

Accountants, United Kingdom since 1984. She is also

a Registered Accountant in Malaysia and Singapore

since 1980. She has more than 30 years of corporate

and financial experience in several industries within

Malaysia and overseas. As a Professional Accountant,

she provides financial training to companies within

Malaysia.

She is currently a Director of QSR Brands Bhd and KFC

Holdings (Malaysia) Bhd as well as Kulim (Malaysia)

Berhad, which are Johor Corporation’s subsidiaries

listed on the Main Board of Bursa Malaysia Securities

Berhad. She is the Chairman of the Audit Committee

of QSR Brands Bhd and KFC Holdings (Malaysia)

Bhd and a member of the Audit Committee of Kulim

(Malaysia) Berhad.

Other than as disclosed, she does not have any family

relationship with any director and / or major shareholder

of Sindora Berhad. She has no personal interest in any

business arrangement involving Sindora Berhad. She

has not been convicted for any offences. She attended

all four Board of Directors’ Meetings held in 2010.

r


Non-IndependentNon-Executive Director

Zulkifli Ibrahim, a Malaysian, aged 53, is a Non-

Independent Non-Executive Director of Sindora Berhad.

He was appointed to the Board of Sindora Berhad on

1 July 2008. He was appointed as a member of the

Audit Committee of Sindora Berhad with effect from 25

May 2009. He was the Chief Operating Officer of Kulim

(Malaysia) Berhad (Kulim), Sindora Berhad’s holding

company, beginning 3 November 2003, prior to his

appointment as the Senior Vice President (Finance and

Operations) of Johor Corporation with effect from 1

April 2011.

He is a Fellow of the Association of Chartered Certified

Accountants, United Kingdom and a member of the

Malaysian Institute of Accountants since 1992. He was

employed by various companies in the private sector

before joining Johor Corporation Group in 1990 as the

Financial Controller of Sindora Berhad. In 1996 till 2000,

he was appointed as the Managing Director of Antara

Steel Mills Sdn Bhd before taking up the position as

Chief Operating Officer of PJB Pacific Capital Group

in 2001. He is currently a member of the Board of

Directors of several companies within Kulim Group.

Other than as disclosed, he does not have any family

relationship with any director and / or major shareholder

of Sindora Berhad. He has no personal interest in any

business arrangement involving Sindora Berhad. He

has not been convicted for any offences. He attended

all four Board of Directors Meetings held in 2010.


Non-Independent, Non-Executive Director

Dato’ Ir Abd Hak Md Amin, a Malaysian, aged 57, is a Non-Independent, Non-Executive Director and was appointed to the Board of Sindora Berhad on 1 January 2008.

He holds a Bachelor of Science in Marine Engineering and a Master of Science in Project Engineering from the University of Lancaster, United Kingdom and a Diploma in Ship Survey from Det Norske Veritas (DNV), Oslo, Norway. He also holds a Certificate of Competency as a Foreign Going Marine Engineer and registered as a Practising Engineer with the Board of Engineers, Malaysia.

He started his career as a Marine Engineer with Malaysian International Shipping Corporation in 1977 prior to becoming a Project Manager with Malaysian Fisheries Development Authority in 1980. He became the Mill Manager of Sime Darby Plantation in 1981 before taking up the position as Project Manager in Development Bank Malaysia Berhad in 1983. From 1983 – 1989, he worked for DNV as a Ship Surveyor in Singapore before becoming the Station Manager of DNV Johor Bahru. In 1990, he became the Managing Director of Det Norske Veritas Sdn Bhd, a position he held until 2002. Currently, he is the Managing Director of EA Technique (M) Sdn Bhd, a company that he set up in 1993, primarily as owner and manager of oil tankers and offshore support vessels. He is also a Director of several companies in Johor Corporation Group.

Other than as disclosed, he does not have any family relationship with any director and / or major shareholder of Sindora Berhad. He has no personal interest in any business arrangement involving Sindora Berhad. He has not been convicted for any offences. He attended three out of four Board of Directors’ Meetings held in 2010.



Dr Mohd Hafetz Ahmad, aged 59, a Malaysian, is an Independent Non Executive Director of Sindora Berhad. He was appointed to the Board on 3 August 2009. He graduated with an MBBS from the University of Malaya in 1975. In 1982, he obtained his specialist degree, MRCOG, from the Royal College of Obstetricians and Gynaecologists, London, United Kingdom.

He was admitted as a Fellow of the Royal College of Obstetricians and Gynaecologists in 2001. Dr Mohd Hafetz did his housemanship in 1975-1976 at Hospital Sultanah Aminah, Johor Bahru. Subsequently, he worked in the same hospital in the Outpatients Department and the Department of Obstetrics and Gynaecology. From 1978 till 1983, he worked initially as a Trainee Lecturer, then as Lecturer in the Department of Obstetrics and Gynaecology, Medical Faculty, University of Malaya.

He joined Johor Specialist Hospital as a Consultant Obstetrician and Gynaecologist in June 1983 and is still in full time clinical practice there. Since September 1994, he holds the post of Medical Director of the hospital. He sits on the Board of Directors of KPJ Johor Specialist Hospital, Kluang Utama Specialist Hospital, Kumpulan Waqaf An-Nur Berhad and Damansara REIT Managers Sdn Bhd. In 2004-2005, Dr Hafetz was the President of the Obstetrical and Gynaecological Society of Malaysia (OGSM).

Other than as disclosed, he does not have any family relationship with any director and/or major shareholder of Sindora Berhad. He has no personal interest in any business arrangement involving Sindora Berhad. He has not been convicted for any offences. He attended all four Board of Directors’ Meetings held in 2010.

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Secretary


Jamalludin Bin KalamSecretary

Hana Binti Ab. Rahim @ AliSecretary

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Management Team

Azizan Bin YamanManager

Internal Audit

Ramlan Bin JukiSenior General Manager

Rosnah Binti BasokManagerFinance

Heikal Bin IsmailDeputy General ManagerCorporate & Investment

Mariyam Binti Mohd YusofManager

Business Development

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Abd Rahman Bin YusoffDeputy Manager

Corporate and Investment

Zuraini Binti Mohd Yusof

ManagerBusiness Development

Rozan Mohd Sa’atManaging Director

Haida Binti HussinFinancial Controller

Methal Bin AhmadSenior Manager

Business Development

Intrapreneur Managers of Intrapreneur Venture Companies

Halmi Bin JasminManaging Director

Metro Parking (M) Sdn Bhd

Wan Izani BinWan Mahmood

Executive DirectorOrkim Sdn Bhd

Bukhari Bin Abdul RahmanManaging Director

Pro Office Solutions Sdn Bhd

Capt. Khoo Chin YewManaging Director

Orkim Sdn Bhd

Dato’ Ir Abd Hak Bin Md AminManaging Director

EA Technique (M) Sdn Bhd

Ab Wahab Bin Mohd TaibManaging Director

EPASA Shipping AgencySdn Bhd

Mahat Bin DenanGeneral Manager

Sindora Timber Sdn Bhd

Raja Zailan PutraBin Raja Azam

Chief Executive OfficerMIT Insurance Sdn Bhd

Romli Bin IshakManaging Director

GranuLab (M) Sdn Bhd

Md Nasaruddin Bin AbdullahChief Technical Director

Microwell Sdn Bhd

Suhaimi Bin SulaimanManaging Director

Tepak Marketing Sdn Bhd

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Sustaining shareholders’ value as thrustof Group’s strategic direction

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Group’s Five Years Financial Performance

DESCRIPTION 2010 2009 2008 2007 2006

RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Results

Revenue 372,094 336,480 351,193 295,157 205,636

Cost of Sales (294,783) (272,792) (269,728) (225,974) (168,898)

Gross Profit 77,311 63,688 81,465 69,183 36,738

Profit Before Tax 23,961 46,020 34,178 30,760 14,487

Profit After Tax 18,305 42,282 26,266 26,576 11,886

Net Profit for the Year

after Minority Interest 15,503 43,836 21,165 17,928 10,758

Group Assets

Fixed Assets 590,771 510,193 385,448 392,361 309,419

Current Assets 135,081 127,438 132,148 106,038 78,651

Investment 40,830 32,539 19,689 27,305 26,303

Plantation Development Expenditure 49,002 48,425 25,039 21,512 19,258

Other Intangible Assets 12,214 12,723 13,793 14,863 15,139

Goodwill on Consolidation 15,834 11,605 14,309 14,309 14,442

Deferred Tax Assets 593 168 373 473 197

Total Assets 725,852 637,631 517,596 498,399 389,342

Current Liabilities 185,266 106,553 100,452 94,201 69,351

Net Current Assets (50,185) 20,885 31,696 11,837 9,300

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Group’s Five YearsFinancial Performance

DESCRIPTION 2010 2009 2008 2007 2006

RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Financed by

Share Capital 96,000 96,000 96,000 96,000 96,000

Reserves 139,216 130,846 94,120 81,783 69,047

Shareholders’ Equity 235,216 226,846 190,120 177,783 165,047

Minority Interests 59,678 57,077 58,197 44,268 33,043

Total Equity 294,894 283,923 248,317 222,051 198,090

Long Term Borrowings 219,462 224,277 144,194 157,908 98,324

Short Term Borrowings 93,195 33,801 34,716 39,261 28,701

Deferred Tax Liabilities 23,502 22,615 24,633 24,239 23,577

Non-Current Liabilities 245,692 247,155 168,827 182,147 121,901

Average Capital Employed 550,251 531,078 417,144 404,198 319,991

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DESCRIPTION 2010 2009 2008 2007 2006

Financial Ratios

Profitability Ratios

Return on Total Assets (%) 2.5 6.6 5.4 5.3 3.1

Gross Profit Margin (%) 21 19 23 23 18

Basic and Diluted Earnings

Per Share (Sen) 16 46 22 19 11

Valuation Ratios

Net Dividend Per Share (sen) 7.5 7.5 7.5 7.2 5.4

Net Tangible Assets Per Share (sen) 278 270 229 200 176

Price to Earnings Multiple 12 3 8 6 10

Capital Adequacy Ratios

Return on Average Equity (%) 6.2 19.3 10.6 12.0 6.0

Return on Capital Employed 4.4 9.4 7.6 7.6 4.5

Average capital employed comprises shareholders’ equity, long term liabilities, short term borrowings and deferred taxation.


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GROUP’S PERFORMANCE CHART

2006

205,636 295,157

351,193 336,480 372,094

2007 2008 2009 2010

Revenue (RM‘000)

2006

14,487

30,760 34,17846,020

23,961

2007 2008 2009 2010

Profit Before Tax (RM‘000)

46

2006 2007 2008 2009 2010

1119 22

16

Earnings Per Share (sen)

2006 2007 2008 2009 2010

176 200 229 270278

Net Tangible Assets Per Share (sen)

2006

165,047 177,783 190,120226,846 235,216

2007 2008 2009

Shareholder’s Equity (RM‘000)

2006

389,342 498,399 517,596

637,631 725,852

2007 2008 2009

Total Assets (RM‘000)

2005 2005

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REVENUE 2010 2009 2008 2007 2006 RM‘000 RM‘000 RM‘000 RM’000 RM‘000

Intrapreneur Venture Business 248,211 225,851 223,622 215,825 138,750

Plantation Business 123,883 110,629 127,571 79,332 66,886

Sindora Berhad Group 372,094 336,480 351,193 295,157 205,636

PROFIT FROM OPERATIONS 2010 2009 2008 2007 2006 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Intrapreneur Venture Business 11,173 (3,927) 17,882 23,503 2,576

Plantation Business 18,223 14,648 26,572 14,885 11,504

Sindora Berhad Group 23,961 46,020 44,454 38,388 14,080

Summary of Group’s 5 Years Segmental Financial Performance

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Market Capitalisation

Year Share Market Price Capitalisation (RM) (RM ‘Million)

2006 1.16 111.36

2007 1.61 154.56

2008 2.05 196.80

2009 1.46 140.16

2010 1.90 182.40

PAID-UP CAPITAL: RM96 MILLION

2006

Market Capitalisation (RM ‘Million)/ Share Price (RM)

20092007 2010Year

2008

111.

36

1.16

1.61

2.05

1.46

1.90

154.

56

196.

80

140.

16

182.

40

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Share Performance Charts

Share Price Performance 2006 2007 2008 2009 2010 High 1.37 1.68 2.54 1.52 2.15 Low 1.05 0.95 1.50 1.45 1.41 Close 1.16 1.61 2.05 1.46 1.45

2006 2007 2008 2009 2010 2011

1,8001,600

Point

1,4001,2001,000

800600400200

0

KUALA LUMPUR COMPOSITE INDEX for the period from 1 January 2006 to 30 April 2010

VOLUME TRADEDfor the period from 1 January 2006 to 30 April 2010Million Shares

120

100

80

60

40

20

2009 2010 2011200820072006

3.00

Price (RM)

2.00

2.50

1.50

1.00

0.50

2006 2007 2008 2009 2010 2011-

Low Closing Price High

SHARE PRICES (HIGH & LOW) AND CLOSING PRICEfor the period from 1 January 2006 to 30 April 2010

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Criteria for Acquisitions/Investments

Intrapreneur Venture Business as the core business thrust of the Group had acquired and will continue to venture to acquire profitable and fundamentally sound businesses to ensure continuity in adding value and generating wealth for long-term investment returns.

In achieving this fundamental goals, the Group has laid down its selection criteria that emphasised on strict financial parameters, solid business performance and strong management capabilities as follows:

Financial Parameters

RM500,000

improvement

Business Aspects

potential for further growth

significant presence

share

even simple business

Management Aspects

activity

company for long term business presence

systems and structure

Priority will be given to companies that offer the highest prospects for growth and expansion in the immediate future. The acquisition process is offered to enterprises that fulfil all the stringent selection criteria that were formulated.

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Rationalise strength intomeaningful growth

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Corporations and businesses nationwide has increasingly embraced Corporate Responsibility (CR) as the stakeholders in these entities demand increasingly higher levels of accountability, transparency, ethics, and integrity in the conduct of business. There is also growing realisation amongst corporations that CR makes good business sense. When the business of a corporation is conducted responsibly, the reputation and standing of the corporate body is enhanced and the high level of stakeholders engagement in CR initiatives could lead to higher market valuations and greater competitiveness. The Group believes that a company’s performance should not only be measured by the economic value it created but also the role it plays in the advancement of society and environment.

The commitment of excellence of Sindora Group to its stakeholders clearly extends to encompass the broader community that the Group serves and where it conducts its business activities prudently, ethically and responsibly.

Sindora is very conscious of its responsibilities to ensure that its business objectives and corporate success are achieved based on methods and approaches that are aligned with universal values that will in the long run benefit the society at large. In order to meet the aims and objectives of its CR, Sindora adopts a much broader dimension to its corporate obligations in order to add value to Malaysia’s social asset in uplifting the quality of life.

A well structured and comprehensive CR is also an indication of good management which is expected to deliver long term superior performance of the corporate body. CR encompasses a wider scope of what a corporate does, how it behaves and its

implication on environment apart from social issues. CR is about integrating responsible and ethical practices in all aspects of a corporation’s business and deals with the issues of ethics, governance, the environment, in addition to social issues. It is designed to deliver sustainable value to society at large. As a result, Sindora has integrated CR in its daily operations towards achieving the CR vision of “Enriching Society and the Environment”.

SUPPORTING ENTREPRENEURIAL DEVELOPMENT AGENDAS

The Group subscribes fully to the notion that in the conduct of its business and the delivery of its CR, it is creating value for all its stakeholders and enhancing its corporate long-term sustainability. It is expected that Sindora’s business segment, Intrapreneur Venture Business will have a tremendous impact on the Group’s responsibilities as a corporate entity. The value of social assets for the Group will be created through successful intrapreneur business contribution towards wealth creation and value addition, combined with institutional support from the Company as a corporate entity. In aligning with the fundamental aims of the Group’s own Intrapreneur Venture Business, the Company had deliberately involved in specific non-governmental organisations (NGOs) with definite entrepreneur development agendas in mind. Its ultimate impact transcends mundane business objectives, and its success will elevate the Group and identify the Company with a much higher, nobler cause.

In the year under review, the Group continued to contribute to the causes of professional development activities through organisations such as Malaysian Islamic Chamber of Commerce (MICC) (Dewan

Corporate Responsibilities

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Perdagangan Islam Malaysia) and Kelab Bisnes dan Industri Johor (BISTARI), two highly reputable and well-managed NGOs which agendas include facilitating networking, promoting and nurturing business acumen and development of entrepreneurial talent and business skills among entrepreneurs and corporate organisations nationwide.

In 2010, Sindora continues to play a pivotal role in MICC. The steering committees of its Corporate Bureau are aimed at mobilising support and participation of the Malaysian corporate sector in driving the future strategic direction of business and economic well-being. Sindora aims to take the lead in providing a platform for business networking and linkages for businesses to pool assets and resources in order to facilitate sustainable value enhancement, as there is a multitude of meaningful roles that MICC Corporate Bureau can offer in promoting common trade and industry interests. BISTARI programme is undertaken through Siswa Bistari, Tunas Bistari and Didik Bistari, of which the Company is the main sponsor for Siswa Bistari. The Company is also actively involved in supporting and facilitating activities of all the BISTARI programmes.

In relation to this, Sindora is also committed in pursuing social responsibilities through corporate means and strictly business-driven approach, via fostering a strong networking with business oriented NGOs such as JCorp Intrapreneur (M) Berhad (JIMB), which acts as a potential source in developing a Bumiputera Commercial and Industrial Community (BCIC). This approach is in line with the Group’s determination to enhance Malaysia’s economic development through monetary and non-monetary support of its various programmes. As the main liaison body for all JCorp’s

intrapreneur companies, JIMB acts to foster and establish business links that have concern and interest in business development throughout Malaysia.

Role in Nation Building

With its unbroken 36-year profitability track record, Sindora has fulfilled its role and obligation in contributing to the progress and development of the Malaysian economy. The strong and rising profitability of the Group can be translated into a significant contribution for employment opportunities, corporate and other social developments towards nation building.

Commitment to Corporate Governance

Sindora’s strong corporate governance track record attests to its commitment to highest standard of business integrity with high level of transparency, ethical values and professionalism in all of its business conduct and activities. Being a player in the economy of Malaysia particularly in the present environment of significant financial turmoil and economic uncertainty, Sindora is contributing towards the stability and integrity of the overall Malaysian economic well-being.

Ethical Business Culture

The creation and proactive management of a culture of integrity, ethical behaviour and honesty that is pervasive throughout the organisation as well as a zero tolerance to fraud and unethical conduct means that Sindora emphasises on good behaviour in doing business.

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ENRICHING COMMUNITIES

Inculcating Business Culture among Young Minds

The Group’s business is deeply rooted in contributing to the public through partnerships and programs that effectively reach out and touch society. In carrying out its activities in an economically, socially and environmentally sustainable manner, Sindora aims to enrich communities. The Group is actively involved in Siswa Bistari, a programme for undergraduates of Universiti Teknologi MARA (UiTM), as an endeavour to inspire, instil interest in business and inculcate a business culture among young Malaysians. This programme is organised and designed by Bistari Young Entrepreneur Sdn Bhd of JCorp Group to accomplish the ultimate goal of spawning the growth of entrepreneurial energies, harnessing talent, creativity and innovation amongst the students in equipping them with the appropriate fundamental skills, attitude and motivation for business. Sindora has been a main sponsor for this programme and foresees that it will continue doing so in the future.

Sindora’s subsidiary, EA Technique (M) Sdn Bhd, has established and is fully involved in selecting underprivileged students who undertook full time first degree or diploma at Malaysian Polytechnic Ungku Omar, Universiti Kuala Lumpur and Akademi Laut Malaysia (ALAM) in the field of Marine Engineering, for its scholarship programme. Besides assisting these underprivileged students, this sponsorship is also in line with the company’s long term objective of creating a pool of talented and skilled workforce to meet its growing demand. The same sponsorship is also extended to existing sea crew of the company who wanted to enhance their ability and career development.

Corporate Responsibilities to Society and Community

The corporate social responsibility of the Group extends to a wide range of initiatives in the Group’s commitment to give back meaningfully to the community that supports its business and corporate activities. The Group’s contribution to and participation in activities for the benefit, betterment and welfare of the community have been geared towards benefiting the community as much as possible.

A number of key initiatives undertaken in 2010 included support of projects and events promoting education, professional development, healthcare, disaster relief, youth and community activities, preservation of the environment besides direct charitable contributions to the welfare of the needy, less fortunate and underprivileged.

The Group has involved in a multitude of CR activities in 2010 among others which include the running of MICC, Johor Branch; Briged Waqaf An Nur programmes, Quality Management Systems (MS 1900:2005) - Requirements from Islamic Perspective Seminar”, and Tijarah Ramadhan : 6th Season.

Support of the Underprivileged

Sindora continued to support the needy and underprivileged in the community in which it operates. One such activity is the Tijarah Ramadhan programme of which its mission is to raise funds to help the needy and less fortunate. The programme which was aired through TV1 was a success and drew high ratings and contributions from various corporate entities and the public at large to the cause of the underprivileged.


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Disaster Relief

The Company is actively involved in the formation and operations of Briged Waqaf (Briged), an NGO set-up by JCorp with the aim of providing disaster relief assistance for the local and international communities. The Company had participated in numerous activities conducted by the Briged, such as the extension of medical and food supplies during floods and other social relief efforts. DEVELOPING HUMAN CAPITAL AT WORKPLACE

The Group recognises that its success also depends on the capabilities of its people. In realising this, Sindora has placed great importance on the employees’ interest and welfare in order to enhance the value and maximise returns to all stakeholders. Activities involving sports and recreation through Kelab Keluarga Sindora

(KKS), has contributed towards employees’ harmony by creating a culture of sharing values and promoting a sense of ownership and camaraderie.

With a specific aim to elevate the standard of living of plantation workers, the Company has provided a total of 340 units of staff quarters to accommodate its plantation and palm oil mill workers.

The Group believes that corporate entities can still achieve the goal of becoming a competitive and caring organisation that pursue business success and sustainable value enhancement through achieving better financial gain without compromising their social responsibilities towards the community.


Table : Human Capital Statistics As At 31 December 2010

Sector Malaysia Singapore Brunei Philippines Indonesia Hong Kong India Total

Parking Management 639 67 30 280 44 43 43 1,146

Shipping & Logistics 265 265

Financial Services 23 23

Consumer Products 89 89

Plantation Business 722 722

Other Services 223 223

Total 1,961 67 30 280 44 43 43 2,468

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Category Parking Shipping & Financial Consumer Plantation Other Total Management Logistics Services Products Business Services

Managerial & Professional 47 14 9 3 4 26 103

Executives 64 39 9 4 11 31 158

Techincal & Supervisory 179 9 - 7 25 10 230

Clerical & Related Occupation 73 16 2 4 15 21 131

General Workers 783 187 3 71 667 135 1,846

Total 1,146 265 23 89 722 223 2,468

200

0

400

600

800

No. of Employees

Parking Management

Consumer Products

Shipping & Logistics

Plantation Business

Financial Services

Other Services

0100

Managerial andProfessional

Executives Technical &Supervisory

Clerical & RelatedOccupation

General Workers

200

300

400

500

600

700

800

No. of Employees

Parking Management

Shipping &Logistic

FinancialServices

ConsumerProducts

Plantation Business

By Sector

By Category


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OCCUPATIONAL SAFETY AND HEALTH COMPLIANCE

Sindora Group is committed in providing a continuous safe and healthy working environment and assuring safety and health of its employees. In recognising these, the Group has established the Occupational Safety and Health Administration mission. The Group is steadfast in its objective to uphold the mission through setting and enforcing standards; providing training, outreach, and education; establishing partnerships; and encouraging continual improvement in workplace safety and health.

Safety and Health Committees were formed in each operational unit, as a step of precautionary measure to prevent and eliminate risk of any occupational accidents, and to continuously monitor and oversee employees’ activities. Safety and Health Committee meetings were held at each operational unit at least once in every three months and act as an avenue to mitigate and resolve any issues pertaining to the employees’ safety and health matters. A safe working environment and excellent occupational health of its workers has become the utmost priority to Sindora, as the Group aims to achieve “Zero Accident and Zero Illness” throughout its subsidiaries.

To ensure that each of its subsidiary and business unit complies with all regulations pertaining to safety in their daily operations, the Group carries out its responsibility to further enhance the workers’ knowledge and awareness on occupational safety and health, through providing an occasional series of programmes and training courses for the staff, such as fire drill and fire fighting training, chemical health risk assessment, briefing session for heavy machinery drivers and basic first aid course.

In addition to the basic requirements towards a safe and healthy working environment, the companies within the Group have also taken further measures which are tailored to their respective companies. As preventive measure against any hazards at the workplace, proper tools and attire are provided to the workers by the companies within the Group.

Pro Office Solutions Sdn Bhd has equipped its premises with relevant security features, in order to ensure that its daily operation is safe from any potential hazards and injuries. Besides that, each employee is also provided with an access card to enter specialised rooms that are filled with machinery and equipment, besides the installation of safety alarm, as an added safety measure.

Tepak Marketing Sdn Bhd has embarked on stringent international safety standards employed at every point of its manufacturing processes. This includes the implementation of Supplier Quality Management Program (SQMP) procedures for critical preferred vendors imposed by Unilever (Holdings) Berhad. Periodically, the company will conduct audit and review of the processing line and end products, as a step to avoid contamination to the end-products. As a safety and precautionary measures, production workers from the tea packaging process are required to adhere to the standard operating procedures in order to protect them from unwanted exposure such as tea dust.

Since 2003, MM Vitaoils Sdn Bhd has been registered with the Selangor Occupational Safety and Health Department (OSHA) in order to provide safety and health measures for its employees. In compliance with OSHA Act 1994, MM Vitaoils had also set up Health and Safety Club where all the staffs are able to receive updates on current safety information or news, through emails, information boards and safety talks.


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The Group acknowledges that the responsibility for the safety and health of its employees are not only vested upon the employees themselves, but also requires full commitment and continuous support from all stakeholders of the Group, which also includes the management and staff, business partners such as contractors, customers, and other individuals who are involved directly or indirectly with the Group’s activities.

The Group will conduct thorough investigations and analysis for any accident occurrence in order to minimise the likelihood or recurrence by acknowledging any lessons learned from the incident. Apart from all these efforts implemented by the Group, the employees are still fully responsible in adopting precautionary measures in preventing any work related accidents or mishaps.

Besides providing the basic health requirements, employees within the Group are also covered with 24-hour specialist healthcare under the Prisihatin Scheme or health and medical insurance, should they suffer serious injuries and require medical treatment. The Group also set up in-house clinics at Ladang Sindora and Ladang Sungai Tawing to cater to the health needs of the estate workers.

SUSTAINING AND IMPROVING THE ENVIRONMENT

Sindora is committed in creating quality environment as a key factor through improvement in its environmental performance towards the continuous success of the Group. Sustainable environmental development is mainly observed in its oil palm and rubber plantations and bio-compost production activities. The Group ensures that it complies with applicable regulations and requirements imposed by various relevant authorities in order to protect the environment such as Environment

Quality Act 1974, Pesticide Act 1974, Poison Act 1952, Occupational Safety and Health Act 1994 and others. The Group has taken several initiatives which include preventing pollution, minimising soil erosion, and land contamination as well as other potential adverse environmental impact arising from the Company’s operations, products and services.

Ladang Sindora had adopted the Roundtable on Sustainable Palm Oil (RSPO) principles and criteria to ensure continuous improvement in all of the Plantation Business operations. Meanwhile, Sindora Palm Oil Mill has been certified with RSPO on 29 January 2009 towards better sustainable management practices. RSPO among others serves as a guideline for the Group to continuously observe environmentally sound measures throughout the estate’s business practices, by adhering to the statutory environment laws and regulation. These include ecologically-friendly estate management practices such as integrated pest management, reducing herbicide consumption, soil conservation and utilisation of bio-fertilisers and bio-compost to minimise the impact from chemical-based fertilisers.

Specific focus was given on preparation of land for replanting, cultivation, fertilisers’ application, harvesting of oil palm fresh fruit bunches (FFB), production of bio-compost and the general administration of the plantation. In retrospect to RSPO in terms of environmental performance, the Group is now in a valid position to also protect and promote conservation and rehabilitation for the plethora of unique species of flora and fauna found around the Group’s operations.

In line with the aim of protecting and enriching the environment, Sindora has commenced the utilisation of bio-fertiliser in its manuring programme. The introduction of bio-fertiliser to the Company’s oil


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palm estates through its newly acquired subsidiary, Microwell Sdn Bhd is expected to improve crop yield, impede diseases such as Ganoderma, and reduce the dependency on chemical fertilisers.

The estates have clear plans and responsibilities for each estate to restore wildlife corridors and protect vital watercourses. Training the security personnel into “Wildlife Defenders” is one of the solutions that were developed in partnership with biodiversity experts and environmental NGOs. The usage of pesticide will be reduced and issues on climatic change through a series of ambitious Clean Development Mechanism (CDM) projects in the coming years will continue to be evaluated for implementation. All these concerted efforts will be coordinated and implemented by the appointed management agent, EPA Management Sdn Bhd, a wholly owned subsidiary of Kulim (Malaysia) Berhad, the majority shareholder of the Company.

Sustainability efforts have also been built around multi-stakeholder approach encompassing dialogue and engagement with employees, suppliers, outgrowers, contractors as well as environmental and social NGO’s from Malaysia and beyond.

Apart from adopting RSPO, the Group has also implemented and is accredited with ISO 14001 : Environmental Management System. Periodically, Environmental Policy has been used as a framework guideline for setting and reviewing the environmental objectives and targets. The Environmental Policy has been documented, implemented, maintained and communicated to all employees, and they are encouraged to conduct their business activities in an environmentally responsible manner. Th is policy has also been made available to the public and any other parties who express interest in Sindora’s Plantation Business activities. RSPO will also be adopted in Sindora’s Ladang Sg Tawing.

Good agricultural and manufacturing practises are also being reviewed, adopted and implemented by Sindora through environmental management programmes. The Company ensures that on-site waste will be reduced, reused and recycled, wherever practicable, and the waste will be disposed off safely without causing detrimental effects to the environment. To contribute towards a cleaner environment, oil palm estates within the Group have adopted Zero-burning technique for its replanting programmes. At the same time, this technique has also benefited the estates by replenishing the soil fertility with higher presence of organic substance.

To ensure that these practises are being observed throughout the Group, Sindora closely monitors and continuously researches other probable beneficial improvement in order to preserve the sensitive bio-diversity and eco-system.


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The Board of Directors (the Board) is committed in upholding the highest standards of ethics and corporate governance to safeguard the interest of all stakeholders and to enhance shareholders’ value. The Board recognizes the need to conduct the enterprise in accordance with the principles as contemplated in the Malaysian Code of Corporate Governance (the Code).

The Board is pleased to disclose the Company’s application of the Principles as set out in Part 1 and the extent of compliance with The Best Practices as set out in Part 2 of the Code.

BOARD OF DIRECTORS

Composition and Board Balance

The Board is well balanced and consist of members from various background, including engineering, medical, accounting and economics, bringing with them, in-depth and diverse experience, expertise and perspectives to support the growth of the Group’s businesses. The profiles of each director are set out from page 100 to 106 of the Annual Report.

On 13 January 2011, the Company welcomed the appointment of Kamaruzzaman Bin Abu Kassim as the new Chairman. The Board currently has seven (7) members comprising six (6) Non-Executive Directors, including the Chairman and one (1) Executive Director. Three (3) of the Non-Executive Directors fulfill the criteria of being independent as defined in Bursa Securities Listing Requirement.

The independent directors, which make up more than one third of the directors, play a pivotal role in

ensuring corporate accountability as they provide effective check and balance in the functioning of the Board. All Independent Directors act independently of management and do not participate in any business dealings and are not involved in any other relationship with the Company that might impair their independent judgment and decision making.

There is a clear segregation of role and responsibility between the Chairman and the Managing Director to ensure a balance of power and authority. The Chairman is responsible for ensuring the Board’s effectiveness and conduct, whilst the Managing Director is responsible for implementing the policies and decisions of the Board, overseeing the operations and progressively reports and communicates all strategic and operational matters to the Board for decision-making purposes.

Responsibility of the Board

The Board has the overall responsibility for the performance of the Group by maintaining full and effective control over strategic, financial, operational, compliance and governance issues. The key duties of the Board include the following:

business performance

businesses

implementation of appropriate systems and control to manage these risks

Corporate Governance Statement

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management

Board Meetings and Access to Information

The Board meets on a quarterly basis with additional meetings convened for specific matters as and when necessary. During the financial year ended 31 December 2010, the Board met four (4) times and the record of attendance of the meeting is set out below:

(*) Independent Directors(#) Resigned as Director and Chairman on 12 January 2011. Kamaruzzaman Abu Kassim was appointed as Director and Chairman on even date.(^) Resigned as Executive Director on 31 January 2011.

Director Board Meetings in 2010

23 Mar 21 June 22 Sept 20 Dec 189th 190th 191st 192nd

Tan Sri Dato’ Muhammad Ali Hashim (#)

Rozan Mohd Sa’at

Halmi Bin Jasmin (^)

Tan Sri Dato’ Seri Arshad Ayub * X

Kua Hwee Sim *

Zulkifli Ibrahim

Dato’ Ir Abd Hak Bin Md Amin X

Dr Mohd Hafetz Bin Ahmad *

Tn. Hj. Hassan Bin Mohd Yunos * - - -

(Retired on 21 June 2010)

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All Board meetings held during the year were preceded by a notice issued by the Company Secretary. Board papers containing relevant information and minutes of previous Board’s meeting are also circulated in advance to the Board members before the meeting takes place. The Directors have an unrestricted access to all information pertaining to the Group’s business and affairs. Regular and ad-hoc reports are provided to all Directors to ensure that they are apprised of financial, operational, legal and regulatory matters in a timely manner. The Board may if necessary obtain independent professional advice at the Company’s expenses, in furtherance of their duties.

Directors’ Training

All the Directors have attended the Mandatory Accreditation Programme prescribed by Bursa Securities. The Board fully supports the need to enhance their skill and knowledge by attending relevant education programmes and seminars to keep abreast with the latest development in related industries as well as the current updates in laws and regulations.

Among conferences, seminars and training programmes participated by Directors are as follows:

Accountant (MIA)

Kassim Chan Tax Services Sdn Bhd

2010, London

Conference & Exhibition 2010

Hong Kong

University of Oxford, UK

Appointment and Re-election of Directors

The number and composition of Board membership are reviewed on regular basis, appropriate with the prevailing size, nature and complexity of the Group’s business operations so as to ensure the relevance and effectiveness of the Board.

In accordance with the Company’s Articles of Association (Article 87), at least one third of the directors, including the Managing Director, are required to retire from office on rotation basis at each Annual General Meeting (AGM) and are eligible to offer themselves, for re-election at the AGM.

Directors over 70 years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965. At present only Tan Sri Dato’ Seri Arshad Ayub is subjected to this requirement.

Details of the Directors seeking re-election at the forthcoming AGM are disclosed in the Statement Accompanying the Notice of Annual General Meeting as set out on pages 276 of this Annual Report.

BOARD COMMITTEES

i) NOMINATION AND REMUNERATION COMMITTEES (NRCs)

The Board had on 6 April 2011 resolved to establish its own NRCs. With the establishment of the Company’s NRCs, the functions and responsibilities of the Company’s NRCs previously vested with JCorp Group NRC are now dissolved. The Board is of the view that the composition of the NRCs meets the objectives and principles of the corporate governance.


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The terms of reference of the NRCs are as follows:

Purpose

The NRCs are established primarily to:

A. Nomination Committee (NC)

1. Identify and recommend candidates for Board directorship;

2. Recommend directors to fill the seats on Board Committee;

3. Evaluate the effectiveness of the Board and Board Committee (including the size and composition) and contributions of each individual director;

4. Ensure an appropriate framework and plan for Board succession.

B. Remuneration Committee (RC)

1. Provide assistance to the Board in determining the remuneration of executive directors, senior management and Chief Executive Officer. In fulfilling these responsibilities, the RC is to ensure that executive directors and applicable senior management of the Company:

contribution to overall performance;

the Company’s objectives; and

companies.

2. Establish the Managing Director / Chief Executive Officer’s goals and objectives; and

3. Review the Managing Director/Chief Executive Officer’s performance against the

goals and objectives set.

Memberships of the NRCs

A. The NC consists of the following:

1. Kamaruzzaman Abu Kassim Chairman

2. Tan Sri Dato’ Seri Arshad Ayub Independent Non-Executive Director

3. Kua Hwee Sim Independent Non-Executive Director

B. The RC consists of the following:

1. Kamaruzzaman Abu Kassim Chairman

2. Kua Hwee Sim Independent Non-Executive Director

3. Zulkifli Bin Ibrahim Non-Independent Non-Executive Director

4. Rozan Mohd Sa’at Managing Director


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The appointment of the NRCs member terminates when the member ceases to be a director of the Company. The NRCs shall have no executive powers.

In the event of equality of votes, the Chairperson shall have a casting vote. In the absence of the Chairperson, the members present shall elect one of the members to chair the meeting.

Meetings

The NRCs shall meet at least once a year. Additional meetings shall be scheduled as considered necessary by the NRCs or the Chairperson. The NRCs may establish procedures from time to time to govern their meetings, keeping of minutes and its administration.

The NRCs shall have access to such information and advice, both from within the Group and externally, as it deems necessary or appropriate in accordance with the procedures determined by the Company. The NRCs may request other directors, members of management, counsels and consultants as applicable to participate in the NRCs meetings, as necessary, to carry out the NRCs’ responsibilities. Non-NRCs directors and members of management in attendance may be required by the Chairperson to leave the meeting of the NRCs when so requested.

The Secretary of the NRCs shall be the Company Secretary. NRCs meeting agendas shall be the responsibility of the NRCs Chairperson with input from the NRCs members. The Chairperson may also request management to participate in this process. The agenda of each meeting including supporting

information shall be circulated at least seven days before each meeting to the NRCs members and all those who are required to attend the meeting.

The NRCs shall cause the minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all the meetings. Such minutes shall be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the next succeeding meeting, and if so signed, shall be the conclusive evidence without any further proof of the facts thereon stated.

The NRCs, through its respective Chairperson, shall report to the Board at the next Board of Directors’ meeting after each NRCs meeting. When presenting any recommendation to the Board, the NRCs shall provide such background and supporting information as may be necessary for the Board to make an informed decision. The NRCs shall provide such information to the Board as necessary to assist the Board in making a disclosure in the Annual Report of the Company in accordance with the Best Practices of the Code Part 2 AAIX.

The Chairperson of the NRCs shall be available to answer questions about the NRCs work at the Annual General Meeting of the Company.

Scope of Activities

The duties of the NRCs shall include the following:


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A. Nomination Committee

1. To determine the criteria for Board membership, including qualities, experience, skills, education and other factors that will best qualify a nominee to serve on the Board;

2. To review annually and recommend to the Board with regards to the structure, size, balance and composition of the Board and Committees including the required mix of skills and experience, core competencies which non-executive directors should bring to the Board and other qualities to function effectively and efficiently;

3. To consider, evaluate and propose to the Board any new board appointments, whether of executive or non-executive position. In making a recommendation to the Board on the candidate for directorship, the NC shall have regard to:

experience, competencies and other qualities of the existing Board, level of commitment, resources and time that the recommended candidate can contribute to the existing Board; and

AAIII whichstipulate that non-executive directors should be persons of calibre, credibility and have the necessary skill and experience to bring an independent judgement to bear on issues considered by the Board and that independent non-executive directors should make up at least one-third of the membership of the Board.

4. To propose to the Board the responsibilities of non-executive directors, including membership and Chairpersonship of Board Committees.

5. To evaluate and recommend the appointment of senior executive positions, including that of the Managing Director or Chief Executive and their duties and the continuation (or not) of their service.

6. To establish and implement processes for assessing the effectiveness of the Board as a whole, the Committees of the Board and for assessing the contribution of each director.

7. To evaluate on an annual basis:

ability to contribute to the effectiveness of the Board and the relevant Board Committees and to provide the necessary feedback to the directors in respect of their performance;

Board; and

whole.

8. To recommend to the Board:

rotation should be put forward for re-election; and

director in accordance with policy, for cause of other appropriate reasons.


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4. To review with the Managing Director/Chief Executive Officer, his/her goals and objectives and to assess his/her performance against these objectives as well as contribution to the corporate strategy.

5. To review the performance standards for key executives to be used in implementing the Group’s compensation programs where appropriate.

6. To consider and approve compensation commitments/severance payments for executive directors and key executives, where appropriate, in the event of early termination of the employment/service contract.

7. To consider other matters as referred to the RC by the Board.

ii) AUDIT COMMITTEE

As at the date of this statement, the Audit Committee (AC) comprises three (3) members, two (2) of whom are Independent Directors. The AC assists the Board in its review of the effectiveness of the internal control, risk management and governance processes of the Group, which include reviewing the financial statements and reporting processes.

The composition of the Audit Committee, its terms of reference, its activities during the year and the number of meetings held are described in detail on pages 147 to 150 of this Annual Report.

9. To establish appropriate plans for succession at Board level, and if appropriate, at senior management level.

10. To provide for adequate training and orientation of new directors with respect to the business, structure and management of the Group as well as the expectations of the Board with regard to their contribution to the Board and Company.

11. To consider other matters as referred to the

NC by the Board.

B. Remuneration Committee

1. To establish and recommend the remuneration structure and policy for directors and key executives, if applicable, and to review changes to the policy as necessary.

2. To ensure that a strong link is maintained between the level of remuneration and individual performance against agreed targets, the performance-related elements of remuneration setting forming a significant proportion of the total remuneration package of executive directors.

3. To review and recommend the entire individual remuneration packages for each of the executive director and, as appropriate, other senior executives, including the terms of employment or contract of employment/service; any benefit, pension or incentive scheme entitlement; any other bonuses, fees and expenses; and any compensation payable on the termination of the service contract.


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(#) Salary includes basic salary, fixed allowances, the Company’s contribution to EPF and bonuses

DIRECTORS SALARY DIRECTORS OTHER MEETING BENEFIT-IN-KIND TOTAL (#) (RM) FEE (RM) ALLOWANCE ALLOWANCE (RM) (RM) (RM) (RM)

Executive Rozan Mohd Sa’at 635,940 56,250 - - 60,891 753,081

Non-Executive Tan Sri Dato’ Muhammad Ali Hashim - 75,000 - 2,000 - 77,000

Tan Sri Dato’ Seri Arshad Ayub - 37,500 - 3,600 - 41,100

Halmi Bin Jasmin - 37,500 - - - 37,500

Kua Hwee Sim - 37,500 - 2,800 - 40,300

Zulkifli Bin Ibrahim - 37,500 - 2,500 - 40,000

Dato’ Ir. Abd Hak Bin Md Amin - 37,500 - 1,200 - 38,700

Dr Mohd Hafetz Bin Ahmad - 37,500 - 1,600 - 39,100

Tn Hj Hassan Bin Mohd Yunos - 18,813 - 400 - 19,213

DIRECTORS’ REMUNERATIONS

The NRC is responsible for making recommendations on the framework, policy and procedures to determine and review the specific remuneration package of the Executive Directors and senior executives of Sindora Group.

The Managing Director’s remuneration comprises basic salary and other emoluments. Other customary benefits are made available as appropriate. Non-Executive Directors’ remuneration are based on a standard fee. An additional fee is also paid for each attendance to the Board and Audit Committee meetings.

Details of the Directors’ remuneration (including benefit in-kind) paid to each Director during the financial year 2010 are as follows:


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INVESTORS’ RELATION AND SHAREHOLDERS’ COMMUNICATION

Sindora adopts an open and transparent policy in respect of its relationship with its shareholders, investors and stakeholders. Channels of communication are optimised to provide shareholders, investors and stakeholders with a balanced and comprehensive view of the Group’s performance.

The Board and management ensure timely announcements are made to Bursa Malaysia and disseminate clear, relevant and sufficient information to enable the shareholders and investors to make informed investment decisions.

Sindora communicates with its shareholders and investors through Annual General Meetings (AGM), Annual Reports and its website.

The Annual General Meeting (AGM) serves as an important forum for communication and dialogue with shareholders. At each AGM, the Board presents the performance and progress of the Group and provides shareholders with the opportunity to raise questions pertaining to the Group.

The Annual Report is another channel used by the Board to provide its shareholders and investors with information on its business, financial and other Group’s key activities.

The Company’s website, www.sindora.com.my also provides easy and quick access to the latest financial, corporate and other pertinent information on the Group’s various activities.

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board is fully committed to provide and present a clear, accurate and balanced assessment of the Group’s financial performance and its future prospects each time it releases its quarterly and annual financial statement to shareholders.

The Board, through the Audit Committee oversees the Group’s financial reporting process and the integrity of its financial reporting. It also reviews the appropriateness of the Group’s accounting policies and to effect any changes as required by MASB. Internal Control

The Board acknowledges its full responsibility to ensure a sound control system covering the financial, operation and compliances aspect of the business. An overview of the state of internal control within the Group is given in the Statement on Internal Control set out on pages 142 to 146 of this Annual Report.

Related Party Transactions

The Board through its Audit Committee reviews all related party transactions involved. The Recurrent Related Party Transactions (RRPTs) entered into by the Group with its related parties in 2010 are set out on pages 151 to 156. The RRPTs undertaken by the Group are in the ordinary course of business, on arm’s length basis and are on normal commercial terms, which are not favourable to the related parties than those generally available to the public and not to the detriment of the minority shareholders.


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At the Annual General Meeting held on 21 June 2010, the Company obtained the shareholders’ mandate to allow the Group to enter into recurrent related party transactions. As set out in Bursa Malaysia’s Listing Requirements and the Company’s Articles of Association, a Director who has an interest and deemed connected to a transaction shall abstain from deliberating and voting on the relevant resolution in respect of such transactions at the Board and general meetings convened to consider the matter.

Relationship With Auditors

The Board, through the Audit Committee, maintains a transparent and professional relationship with the Company’s auditors. The external Auditors are invited to attend Audit Committee and AGM. The Audit Committee meets with the auditors, without the presence of the Executive Board members and senior management, at least twice a year. A detailed report of the Audit Committee outlining its role in relation to the internal and external auditors is set out on pages 147 to 150 of this Annual Report.

The details of the statutory audit, audit related and non audit fees paid/payable in 2010 to the external auditors are set out below:

Fees paid/payable to Auditors RM

Statutory Audit 357,000

Audit-Related Service -

Non-Audit Service 100,000

Total 457,000

ADDITIONAL INFORMATION

Share Buy-Backs

The Company did not undertake any share buy-back transaction during the financial year.

COMPLIANCE TO THE CODE

The Board is of the opinion that Sindora Group had consistently complied with the principles and Best Practices of Corporate Governance throughout the financial year ended 31 December 2010.

...............................................................................KAMARUZZAMAN ABU KASSIM

Chairman

................................................................................ROZAN MOHD SA’AT

Managing Director


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Statement on Internal Control

Sindora’s Board of Directors (The Board) recognises the importance of a sound system of internal control and risk management practices to safeguard shareholders’ investment and the Group’s assets. The Board is pleased to provide the statement on internal control (statement), which outlines the nature and scope on internal control of the Group during the financial year. The statement was prepared in accordance with the “Guidance for Directors of Public Listed Company” issued by Bursa Malaysia.

RESPONSIBILITY

The Board is responsible in overseeing and reviewing the adequacy and effectiveness of the Group’s system of internal control. The Group’s system of internal control is designed to ensure that the risks facing the Group’s businesses in pursuit of its objectives are identified and managed at acceptable level. The Group recognises that this system, due to its inherent limitation, is designed to provide only reasonable but not absolute assurance against material misstatement, financial losses and/or fraud.

The Board has established an on-going process for identifying, evaluating and managing the significant risks faced by the Group. This process includes enhancing the system of internal controls when there are changes to business environment or regulatory guideline. The Board reviews the effectiveness of the system of internal controls through the Audit Committee, which oversees the work of the internal audit unit and comments made by the external auditors in their management letter and internal audit reports.

For the purpose of this Internal Control Statement, the Associate Companies - Tepak Marketing Sdn Bhd (Tepak Marketing), Orkim Sdn Bhd (Orkim) and MM Vitaoils Sdn Bhd (MM Vitaoils) - have not been

included as part of the Group. Sindora’s interests are safeguarded through representations on the boards of the Associate Companies. The Managing Director represents the Company on the Boards of Orkim and MM Vitaoils. Further, another Director, Dato’ Abdul Hak Md Amin, is also on the Board of Orkim and its subsidiaries. The Senior General Manager represents the Company on the Board of Tepak Marketing.

INTERNAL CONTROL FRAMEWORK

The Board has adopted The Internal Control-Integrated Framework by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) for assessing internal control since 2001. It focuses on five (5) fundamental elements as illustrated in the diagram below:

Mon

itorin

gIn

form

atio

n &

Monitoring

Comm

unication

Control Enviroment

RiskAssessment

ControlActivities

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Statement onInternal Control

1. CONTROL ENVIRONMENT

The Board and Senior Management set the tone for Sindora and its subsidiaries by demonstrating to all staffs and stakeholders, through words and actions, that integrity and ethical values cannot be compromised.

The Group’s structure has been established with clearly defined lines of responsibilities, limits of authority and accountability aligned to business and operations requirements, which support the maintenance of a strong control environment.

2. RISK ASSESSMENTS

The Enterprise-Wide Risk Management (EWRM) framework adopted has enabled the Group to identify, evaluate, monitor and manage the significant risks affecting the Group as a whole, taking into consideration internal and external factors.

The Group Chief Risk Officer, supported by the Risk Officers of respective subsidiaries is responsible to ensure the implementation of the policy and risk management framework that includes the strategy, culture, people and technology.

The main underlying principles of the Group’s risk policy include:

treatment of the Company’s most significant risks.

strategic planning process and corporate plan. This is to ensure that the entire key risks universe that has been agreed upon will be

taken into consideration throughout the planning process.

expressly responsible for managing the risks associated with their respective businesses and investments.

categories – strategic, financial, operational and hazards.

The Group had implemented Key Performance Indicators (KPIs) as a basis for evaluating and monitoring the performance of the Group, the management and the employees. Through KPIs, all operations are aligned with the organization’s goals and objectives.

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3. CONTROL ACTIVITIES

Policies, control objectives and internal control have been designed and applied for each risk identified. Internal control is designed to ensure all activities and operations of the Group are in compliance with policies and statutory obligation. Control activities occur throughout the Group, at all levels and in all functions. They include a range of activities as diverse as approvals, authorisations, inspection, reconciliations, reviews of operating performance, security of assets and segregation of duties.

Sindora had successfully upgraded its ISO 9001:2000 certification to ISO 9001:2008 under the scope of provision of investment and monitoring of businesses and subsidiaries. Further, Sindora has successfully obtained the Islamic Standard - MS 1900:2005 certification on 18 February 2011. Meanwhile, the management of car park is also ISO 9001:2000 certified.

4. INFORMATION AND COMMUNICATION

The Group’s structure promotes clear lines of communication throughout the organisation and with stakeholders. Employees regularly receive information and direction on matters, which impacted the organization of the business units and the Group. Formal and informal communication initiatives are also in place.

These include among others strategic plans, vision and mission statements, specific and ad-hoc reports, meetings and discussions, website, circulars and training and induction courses. The Group has adopted a ̀whistle blowing’ mechanism (Borang Nahi Mungkar) where employees are encouraged to submit a report should they suspect any irregularities and wrongdoings.

5. MONITORING

Financial and operational performances are regularly reviewed by the management to determine whether targets are met or exceeded. Control activities in all business units are monitored consistently by the management to ensure they are functioning as intended and appropriate actions taken on any reported irregularities. On going monitoring occurs in the course of operations. It includes regular management and supervisory activities, and other actions personnel take in performing their duties. Internal control deficiencies would be reported upstream, with serious matters reported to top management and the Board.

Internal Audit Function

The internal audit function of the Group is carried out by Sindora’s Internal Audit Department. Internal audits were undertaken to provide an independent assessment on the adequacy, efficiency and effectiveness of the Group’s internal control system in anticipating potential risk exposures over key business processes within the Group.

Internal Governance Committee

Whilst the Board maintains full control of the Group’s direction over strategic, financial, organizational and compliance issues, it has delegated to the management the implementation of the internal control system. Accordingly, the management has established various governance committees to facilitate the operations and management of risks of the Group as follows:


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COMMITTEE PRIMARY FUNCTIONS

TERAJU T h e h i g h e s t m a n a g e m e n t decision-making committee that focuses on strategic issues and policies including matters for Board’s approval.

Management To review on operational issues Committee and monitors the implementa (MCM) tion of decisions by the Board, Audit Committee and TERAJU.

Investment To assess and evaluate new Committee projects/investment proposals for recommendation to TERAJU and the Board.

Risk To review the implementation of Management Risk Management within the Committee Group.

‘Induk To evaluate and propose issues, Perjawatan’ policies, and strategies related to Committee human resource management of the Group.

Strategic To review, evaluate and formulate Planning the strategic direction, new busiCommittee ness model/approach, financial and gearing issues, HR matters, determination of KPIs, dividend payments and rewards mechanism of the Group.

COMMITTEE PRIMARY FUNCTIONS

Agreement To review any new agreements Committee pr ior to execut ion in order to ensure that the interests of Sindora and the companies within the Group are protected/ safeguarded.

Tender and To evaluate, determine and Selection recommend purchases, Committee acquisitions or disposals of assets, awards of contracts and appointments of consultants/ advisors for/by the Group.


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EFFECTIVENESS OF INTERNAL CONTROL

The Board confirms that there is an ongoing process throughout the financial year ended 31 December 2010 for the review of the effectiveness of the system of internal controls and risk management within the Group and has taken account of any material development up to the date and approval of the annual report and financial statements.

The management had taken pro-active measures to address all the control weaknesses identified during the period under review and the management is totally committed to continuously strengthen the Group’s control environment.

........................................................KAMARUZZAMAN ABU KASSIMChairman

ASSURANCE

The Board is of the view that the current system of internal controls in place throughout the Group is sound and adequate to safeguard the Group’s assets, shareholders’ investments and the interest of other stakeholders.

This statement, signed on behalf of the Board of Directors, is in accordance with a resolution of the Board of Directors dated 17 March 2011.

........................................................ROZAN MOHD SA’ATManaging Director


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Audit CommitteeReport

The primary objective of the Audit Committee (“the Committee”) is to assist the Board of Directors (“the Board”) of Sindora in discharging its statutory duties and responsibilities relating to accounting and reporting practices and ensuring sufficiency and effectiveness of Sindora Group’s internal control measures. It reviews the financial information to be provided to the shareholders and others as well as reviews the system of internal controls, which the Management and the Board have established.

MEMBERSHIP

The Audit Committee currently comprises two Independent Non-Executive Directors and one Non-Independent Non-Executive Director as follows: ChairmanTan Sri Dato’ Seri Arshad Bin Ayub (Independent Non-Executive Director)

Members1. Kua Hwee Sim (Independent Non-Executive Director)

2. Zulkifli Bin Ibrahim (Non-Independent Non-Executive Director)

All members are financially literate and are able to analyse and interpret financial statements and ask pertinent questions about the Group’s operations against internal controls and risk factors.

Kua Hwee Sim is a Fellow of the Association of Chartered Certified Accountant (ACCA), United Kingdom and also a Chartered Accountant by profession and a member of the Malaysian Institute of Accountants (MIA). Similarly, Zulkifli Ibrahim is also a Fellow of ACCA and a member of MIA.

COMPOSITION AND TERMS OF REFERENCE

MEMBERS

The members of the Committee are appointed by the Board of Directors from amongst its members and comprised not less than three (3) members. All members are Non-Executive Directors and the majority is independent directors and has no relationship, which in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the function of the Committee. At least one member of the Audit Committee is a member of the Malaysian Institute of Accountants. The Company Secretary is the secretary of the Committee.

MEETINGS

The Audit Committee met at least four times a year, with authority to convene additional meetings, as circumstances require. During the financial year ended 31 December 2010, the Audit Committee held four (4) meetings with the Managing Director, Senior General Manager, Financial Controller, Finance Manager, Internal Audit and Company Secretaries in attendance.

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Audit Committee Report

The attendance of each member of the Committee was as follows:

DIRECTORS DATE OF MEETING

18 Feb 26 May 23 Aug 23 Nov 2010 2010 2010 2010

Tan Sri Dato’ Seri Arshad Ayub

Kua Hwee Sim

Zulkifi Bin Ibrahim

Representatives of the Company’s Auditors and Management Agent were also invited to brief the Audit Committee on specific issues. The Audit Committee reviewed and appraised the audit reports of the Internal Auditors, the various internal control systems in place and the financial accounts of the Group.

Special notice was taken on significant issues arising from the annual audit of the Group by the Company’s Auditors. At the conclusion of each meeting, recommendations were made for management to improve on the internal controls, procedures and systems of the Group, wherever appropriate.

AUTHORITY

The Committee is authorised by the Board to:

reference;

perform its duties;

pertaining to the Group;

external auditors and person(s) carrying out the internal audit functions or activities;

professional advice if it considers necessary;

auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Committee include the following:

External Auditors and Financial Statements

nature of audit, audit plan and audit reports of the Company and the Group.

effectiveness of internal control system and accounting control procedures of the Company/Group and in particular review the external auditors’ management letters and management responses.

the external auditors.

annual financial statements of the Company, focusing particularly on: i. Any changes in accounting policies and practices. ii. Significant adjustments arising from the external audits. iii. The going concern assumption. iv. Compliance with accounting standards and other legal requirements.

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discuss any matters that the Committee or external auditors believed should be discussed privately, whenever deemed necessary.

appointment and resignation of the external auditors, the audit fees and other related matters.

Internal Audit

functions, competency and resources of the Company’s internal audit function and ensure that it has the necessary authority to carry out its work.

management on findings and recommendations by the internal auditors.

investigations and management’s response.

Audit to discuss any matters that the Committee or internal audit believed should be discussed privately, whenever deemed necessary.

Risk Management

discuss any significant risk or exposure and assess the steps that management had taken to minimise the risks.

Reporting Responsibilities

the major events covered by the Committee and make recommendations to the Board and management concerning these matters.

Other Responsibilities

conflict of interest situation that may arise within the Company or the business units.

by the Committee and the Board.

of Reference and other areas as requested and defined by the Board.

SUMMARY OF ACTIVITIES

During the financial year ended 31 December 2010, the activities of the Audit Committee included the following:

External Auditors and Financial Statement

and audit plan

results and issues from audit findings and resolutions of such issues and management letters including management response.

without the presence of Executive Directors and the management.

quarterly results and annual audited accounts and recommended the same to the Board.

Internal Audit

Department’s annual audit plan, including its resources and training needs.

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highlighted the audit issues, recommendation and management’s response.

to improve the systems of internal control based on opportunity for improvement identified in the internal audit reports.

Risk Management

operational and strategic risks and actions taken to address and mitigate such risks.

Related Party Transactions

transactions entered into by the Group.

Other Activities

Governance Statements to be included in the Group’s Annual Report

Charter and other activities that the Board deems necessary, including but not limited to the Company’s legal and regulatory compliance.

INTERNAL AUDIT FUNCTION

The Internal Audit function for the Group is managed in-house and led by a Certified Internal Auditor (CIA) who reports directly to the Audit Committee as required by paragraph 15.27 of The Listing Requirements (LR) of Bursa Malaysia.

The Internal Audit (“IA”) provides independent assessments on the adequacy, efficiency and effectiveness of internal control systems in anticipating potential risks exposures over key business processes within the Group.

The IA adopts a risk-based approach in planning and conducting audit. This is consistent with the Group’s established framework in designing, implementing and monitoring of its control systems. During the financial year, IA conducted audit assignments, investigations and audit follow-ups on units of operations and subsidiary companies in accordance with the Annual Audit Plan or as special ad-hoc audits at management’s request. With regards to the operations of the Group’s oil palm estates and palm oil mill, which a management agent is engaged, the assurance on the internal control relies on reviews and tests carried out by the internal audit function of the management agent. The resulting reports of the audit performed were forwarded to the parties concerned for their reference and further action.

The cost incurred during the financial year ended 31 December 2010 for internal audit function was approximately RM271,000.

STATEMENT ON EMPLOYEE SHARE OPTION SCHEME (ESOS)

There is no employee share option scheme for the Audit Committee to review and verify.

……………………………....…………….TAN SRI DATO’ SERI ARSHAD AYUB Chairman, Audit Committee


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RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

No

1

2

3

Sindora Group

Sindora Berhad Group

Sindora Berhad

Sindora Berhad

Related Parties involved with the Company and/or Subsidiary

Company

EPA Management Sdn Bhd (EPA)

JTP Trading Sdn Bhd (JTP)

Kulim (M) Berhad

Interested Director and/or Major Shareholder

Director Kamaruzzaman Abu KassimRozan Mohd Sa’atZulkifli IbrahimMajor ShareholderKulim (M) Berhad



Nature of Relationship with Sindora Berhad

Group

EPA is a wholly-owned subsidiary of Kulim (M) Berhad.

JTP is a 75.0% owned subsidiary of Kulim (M) Berhad.

Sindora Berhad is a 75.0% owned subsidiary of Kulim (M) Berhad.

Type of Transaction

Management of oil palm plantation and palm oil mill, commission and provision of related services.

Rental of shop houses to JTP.

Rental of office space from Kulim (M) Berhad.

Aggregate Value of

Transaction 2010 (RM)

2,348,000

42,000

290,732

AdditionalDisclosure

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No

4

5

6

Sindora Group

Sindora Berhad

Sindora Berhad

Sindora Berhad


Company

Johor Corporation Group (JCorp)

Kulim (M) Berhad

Kulim (M) Berhad






Group

JCorp is the parent company of Kulim (M) Berhad.

Sindora Berhad is a 75.0% owned subsidiary of Kulim (M) Berhad

Sindora Berhad is a 75.0% owned subsidiary of Kulim (M) Berhad

Type of Transaction

Administrative and corporate services rendered by JCorp Group. (For example: secretarial services, staff training, legal advisory, internal audit and company registrar services).

FFB purchased from Kulim Group’s estates.

FFB sales to Kulim Group estate.

Aggregate Value of


132,588

30,170,673

15,808,790

Additional Disclosure

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7

9

8

JCorp Group

Damansara Asset Sdn Bhd (DASB)

JCorp Group


Director Kamaruzzaman Abu KassimRozan Mohd Sa’atZulkifli IbrahimMajor ShareholderKulim



DASB is a wholly-owned subsidiary of JCorp


Provision of data and document processing, bulk mailing and related services to JCorp Group.

Rental of office space from DASB.

Management of car parks, rental of car park facilities and related services.

2,342,102

480,712

5,750,443

No Sindora Group


Company



Group

Type of Transaction

Aggregate Value of


Pro Office Solutions Sdn Bhd

10 Johor Logistic Sdn Bhd (JLSB)


JLSB is a wholly-owned subsidiary of JCorp

Rental of premises, facilities and land from JLSB.

420,000EPASA Shipping Sdn Bhd

Metro Parking (M) Sdn Bhd Group

Metro Parking (M) Sdn Bhd Group

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11

12

13

Kulim Group

JCorp Group

Kulim (M) Bhd




Total

Sindora Berhad is a 75.0% owned subsidiary of Kulim (M) Bhd

Makmuran Group is a wholly owned subsidiary of Sindora Ventures Group of which its parent company is JCorp Group.

Sindora Berhad is a 75.0% owned subsidiary of Kulim (M) Bhd

Provision of shipping and forwarding, management of container yard services and haulage business.

Management of JCorp’s timber business under Sindora Ventures Sdn Bhd includes the provision of related services to the said companies.

Sales of bio-fertiliser to Kulim Group.

1,642,050

76,858

4,808,522

64,313,470

No Sindora Group


Company



Group

Type of Transaction

Aggregate Value of


EPASA Shipping Sdn Bhd

Sindora Timber Sdn Bhd

Microwell Sdn Bhd


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UTILISATION OF PROCEEDSThe Company has not implemented any fund raising exercise during the financial year.

OPTION, WARRANTS OR CONVERTIBLE SECURITIESNo options, warrants or Convertible Securities were exercised during the financial year.

AMERICAN DEPOSITORY RECEIPT (ADR) OR GLOBAL DEPOSITORY RECEIPT (GDR)The Company has not sponsored any ADR or GDR programme during the financial year.

SANCTIONS AND/OR PENALTIESThere were no public sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by any regulatory bodies during the financial year.

VARIATION IN RESULTSThere were no material variation between the audited results for the financial year ended 31 December 2010 and the unaudited results previously released for the financial quarter ended 31 December 2010.

PROFIT GUARANTEEThe Company has not made any arrangement during the financial year which requires profit guarantee.

MATERIAL CONTRACTSSave as disclosed below, there was no other material contracts entered into by the Company and/or its subsidiaries involving Directors and major shareholders’ interests subsisting at 31 December 2010 or entered into since the end of the previous financial year ended 31 December 2009.

i. Further to the announcement dated 28 December 2010, Sindora has announced that parties to the Agreement for Lease of up to 20 acres or 871,200 sq ft of an area of land within Tanjung Langsat Port identified as PLO 46, Tanjung Langsat Industrial Complex, Mukim of Sungai Tiram, district of Johor Bahru, state of Johor (Tanjung Langsat Industrial Complex, Mukim of Sungai Tiram, district of Johor Bahru, state of Johor (Tanjung Langsat land) by Johor Shipyard and Engineering Sdn Bhd (JSESB or lesee) from Tanjung Langsat Port Sdn Bhd (TLPSB or lessor) for a period of 30 years for a total lease of Tanjung Langsat land). dated 29 May 2008 had on 28 March 2010 agreed to mutually:

(a) Extend the condition precedents fulfillment period to 28 September 2011. (b) Extend the delivery of Plot 1 to 42 months from the date of the Agreement for Lease; and (c) Extend the delivery of Plot 2 to 46 months from the date of the Agreement for Lease.

ii. Sindora had on 22 September 2010, mutually agreed with KFCH to further extend the condition precedents fulfillment period until 25 March 2011. This is with regards to proposed disposal of a piece of land identified as the land measuring 20.5 acres forming part of Sindora Timber Complex, Lot 1384, Kawasan Perindustrian Fasa 1 Bandar Tenggara, 81,000 Kulai, Johor.

iii. Sindora Berhad proposed acquisition of shares in MIT Insurance Brokers Sdn Bhd was duly completed on 23 July 2010.


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iv. E.A. Technique (M) Sdn Bhd (EA Tech), Orkim, Wan Izani and Khoo had mutually agreed to extend the date of completion of Shares Sale Purchase Agreement to 21 July 2010 with regards to:

(a) Proposed subscription of 7,524,019 new ordinary shares of RM1.00 each in Orkim Sdn Bhd (Orkim) representing approximately 22.0% of the enlarged issued and paid- up share capital of Orkim by Sindora (proposed subscription 1, and

(b) a 51%-owned subsidiary of Sindora has entered into the following agreement:

- Proposed subscription of 3,475,981 new ordinary shares of RM1.00 each in Orkim representing approximately 9.2% of enlarged issued and paid-up share capital of Orkim by EA Tech (proposed subscription II) and,

- Proposed acquisition of 7,806,286 ordinary shares of RM1.00 each in Orkim representing approximately 20.8% of the enlarged issued and paid-up share capital of Orkim by EA Tech (proposed acquisition)

v. With regards to proposed disposal of shares in MM Vitaoils Sdn Bhd (Proposal), the Company has agreed to extend the deadline for full settlement of the disposal consideration by Encik Mazlan Muhammad to 30 June 2010. However, the Company shall impose an interest of 8% per annum on all outstanding balance for the period between 1 May 2010 and 30 June 2010. The

Company shall impose new terms and conditions on the Proposal should Encik Mazlan Muhammad fail to meet the new deadline.

vi. The Company had on 23 March 2010 entered into a conditional Share Purchase Agreement (SPA) with Commerce-KNB Agro Teroka Sdn Bhd (the Vendor) in relation to the sale and purchase of 3,800,000 Redeemable Convertible Cumulative Preference Shares (RCCPS) in Series A of par value 1 sen each being the entire issued preference share capital of Microwell Sdn Bhd (Microwell) for RM4,500,000 cash. Upon completion of the Proposed Acquisition, Sindora intends to convert 750,000 units of the RCCPS into 1,500,000 ordinary shares of RM1.00 each in Microwell, representing 60% of the enlarged ordinary share capital of Microwell. The Proposed Acquisition will be financed using internally generated funds and is expected to be completed within the 2nd Quarter of 2010. Sindora shall not be assuming any liabilities or guarantees pursuant to this transaction. The Proposed Acquisition would facilitate Sindora’s entry into the manufacturing and marketing of bio-fertilisers which is synergistic to its palm oil business. The Proposed Acquisition would also enable Sindora to expand its Intrapreneur Venture Business.

SHARE BUY-BACKSThe Company has not repurchased from the open market any of its issued ordinary shares during the financial year.


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(PURSUANT TO PARAGRAPH 15.26 (A) OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD)

The Directors consider that in preparing the financial statements of the Group and of the Company for the financial year ended 31 December 2010, the Group and the Company have used appropriate accounting policies which were consistently applied and supported by reasonable and prudent judgments and estimates. The Directors also consider that all applicable approved accounting standards for entities other than private entities issued by the Malaysian Accounting Standard Boards have been followed and confirm that the financial statements have been prepared on a going concern basis.

The Directors are responsible for ensuring that the Company and its subsidiaries keep accounting records which disclose with reasonable accuracy at any time the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the provisions of the Companies Act, 1965.

The Directors are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Signed on behalf of the Board of Directors in accordance with their resolution dated 17 March 2011.

........................................................ROZAN MOHD SA’ATManaging Director

........................................................KAMARUZZAMAN ABU KASSIM Chairman

Statement onDirectors’Responsibilities

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Financial Calendar

Date Contents

24 February Announcement of the unaudited consolidated results for the 4th quarter 2009 ended 31 December 2009.

23 March Proposed of the final dividend of 5% less tax per ordinary shares of RM1.00 each in respect of the financial year ended 31 December 2009.

27 May Announcement of the unaudited consolidated results for the 1st quarter 2010 ended 31 March 2010.

27 May Entitlement of the final dividend of 5% less tax per ordinary shares of RM1.00 each in respect of the financial year ended 31 December 2009.

27 May Issuance of Notice of the 37th Annual General Meeting (AGM) together with Annual Report for the financial year ended 31 December 2009 and Circular to Shareholders.

1 June Payment of the final dividend of 5% less tax per ordinary shares of RM1.00 each in respect of the financial year ended 31 December 2009.

21 June The 37th AGM of the Company.

26 August Announcement of the unaudited consolidated results for the 2nd quarter 2010 ended 30 June 2010.

29 November Announcement of the unaudited consolidated results for the 3rd quarter 2010 ended 30 September 2010.

20 December Entitlement of the interim dividend of 5% less tax per ordinary shares of RM1.00 each in respect of the financial year ended 31 December 2010.

21 December Payment of the interim dividend of 5% less tax per ordinary shares of RM1.00 each in respect of the financial year ended 31 December 2010.

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Announcementsof Major Issues

Date Announcements

23 March The Company to seek the approval of its shareholders for the following transactions at the forthcoming General Meeting of the Company:

a. Proposed renewal of shareholders’ mandate for the purchase of the Company’s own shares in accordance with Section 67A of the Companies Act, 1965, the Articles of Association of the Company and the Listing Requirements of Bursa Malaysia Securities Berhad.

b. Proposed a renewal of shareholders’ mandate and new shareholders’ mandate on recurrent related party transactions of a revenue and/or trading nature pursuant to paragraph 10.09 of the Bursa Securities’ Listing Requirements.

The shareholders’ approvals pertaining to the Proposals were renewed in an EGM of the Company held on 25 May 2009 and will expire at the forthcoming 37th Annual General Meeting to be convened not later than 30 June 2010.

14 April The Company announced that its 90%-owned subsidiary, Sindora Timber Sdn Bhd, on 14 April 2010 acquired 100% equity interest in a dormant company namely Jejak Juara Sdn Bhd (JJSB) for a total consideration of RM1.00 cash

23 April Proposed Acquisition of shares in Microwell Sdn Bhd was completed on 23 April 2010. Concurrently, the Company has converted 750,000 units of the Redeemable Convertible Cumulative Preference Shares in Series A of par value of 1 sen each into 1,500,000 ordinary shares of RM1.00 each in Microwell Sdn Bhd, representing 60% equity interest of the enlarged ordinary share capital of Microwell.

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Announcements of Major Issues

Date Announcement

13 May The Company seek shareholders’ approval at forthcoming 37th Annual General Meeting (AGM) in respect of the Proposed Amendments.

The Proposed Amendments is to be in line with Bursa Malaysia Securities Berhad’s directive for all listed issuers to pay the cash dividend via eDividend to shareholders.

27 May The 37th Annual General Meeting (AGM) of the Company held at Room 306, Level 3, Persada Johor International Convention Centre, Jalan Abdullah Ibrahim, 80000 Johor Bahru, Johor on Monday, 21 June 2010 at 12.00 noon.

2 June The Company announced that it has agreed to extend the deadline for full settlement of the disposal of shares in MM Vitaoils Sdn Bhd consideration by Encik Mazlan Muhammad to 30 June 2010. However, the Company shall impose an interest of 8% per annum on all outstanding balance for the period between 1 May 2010 and 30 June 2010. The Company shall impose new terms and conditions on the Proposal should Encik Mazlan Muhammad fail to meet the new deadline.

21 June Change in the boardroom as Tn Hj. Hassan Bin Mohd Yunos retired as Independent and Non-Executive Director of the Company.

2 July In relation to the Proposed Subscription I, Proposed Subscription II and Proposed Acquisition pursuant to the SSPA, the Company announced that EA Technique, Orkim, Wan Izani and Khoo had mutually agreed to extend the date of completion of the SSPA to 21 July 2010.

9 July In relation to the Proposed Subscription I, Proposed Subscription II and Proposed Acquisition pursuant to the SSPA, the Company announced that the Proposed Acquisition was duly completed on 9 July 2010.

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Date Announcement

23 July The Company announced that the Proposed Acquisition of shares in MIT Insurance Brokers Sdn Bhd was duly completed on 23 July 2010.

22 September In relation to the conditional Sale and Purchase Agreement (SPA) entered into with KFC Holdings Bhd for the Proposed Disposal of Land.

Pursuant to the SPA, the Company announced that the Company had mutually agreed with KFCH to further extend the condition precedents fulfillment period until 25 March 2011.

29 November The Company announced that based on the Company’s Record of Depositors at 23 November 2010, the public shareholding spread was 13.90% in the hands of 1,847 public shareholders holding not less than 100 shares each.

The Company will continue to make further announcements in relation to the status of its efforts to comply with the public shareholding spread requirements in compliance with the Listing Requirements.

8 December Reference is made to the announcement on the public shareholding spread dated 29 November 2010.

The Company announced an application was made to Bursa Malaysia Securities Berhad for an extension of time of 12 months up to 31 December 2011 for the Company to comply with the Public Shareholding Spread Requirements.

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Date Announcements

15 December The Company announced that Metro Parking (M) Sdn Bhd, a 75% subsidiary of Sindora had on 13 December 2010, disposed shares in Metro Parking (HK) Limited as follows:

i. 2,000,000 ordinary shares of HK$1.00 each representing 40% shareholding for HK$2,000,000 cash or HK$1.00 each to Mr. Paul Emmanuel Cornish and

ii. 250,000 ordinary shares of HK$1.00 each representing 5% shareholding for HK$250,000 cash or HK$1.00 each to Mr. Tyrone Lopez.

The transactions were completed on the same day. After the Proposals, Metro HK will become a 55% subsidiary of Metro. The highest percentage ratio applicable to the Proposals pursuant to paragraph 10.02(g) of the Listing Requirements is 0.47%.

28 December The Company announced that parties to the Agreement for Lease dated 29 May 2008 had agreed to mutually:

a. Extend the condition precedents fulfillment period to 28 March 2011; b. Extend the delivery of Plot 1 to 36 months from the date of the Agreement for Lease; and c. Extend the delivery of Plot 2 to 40 months from the date of the Agreement for Lease.

The Company shall make further announcement on the Proposed Lease of Tanjung Langsat Land in due course.

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1974 – 1984

December 1972 and commenced its operation in 1974.

Johor Corporation, formerly known as Johor State Economic Development Corporation, parent company of Sindora Berhad then was awarded timber concession of 92,000 acres by Johor State Government.

Company to be managed and logged over with condition for Sindora Berhad to set-up an integrated timber complex in Bandar Tenggara, Johor.

Sindora in an area of 3,300 hectares.

position itself as one of the leading timber companies in Southern Region of Peninsular Malaysia.

1985 – 1994

downstream activities through its various subsidiaries in wood mouldings, laminated scantlings, furniture, door manufacturing and kiln drying.

Complex in 1994.

an area of 1,991 hectares in 1994 worth RM35.0 million.

Enterprise Ministry’s Excellence Award in 1991.

1995 – 2004

(formerly known as Kuala Lumpur Stock Exchange) on 7 December 1995.

and strengthen Sindora’s Plantation Business.

activities under a wholly-owned subsidiary, Sindora Timber Sdn Bhd.

new business model termed ‘Intrapreneur Venture’ which was initiated in 2002.

companies namely JMF Asset Management Sdn Bhd, Pro Office Solutions Sdn Bhd (formerly known as Pro-Office Bulk Mailing Sdn Bhd), Tepak Marketing Sdn Bhd and Willis (Malaysia) Sdn Bhd in 2003 and Metro Parking (M) Sdn Bhd in 2004 which allowed the Company to diversify its revenue base and improve earnings and returns.

Corporate Milestonefrom 1974 to 2010

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Corporate Milestone from 1974 to 2010

2005

Scheme at Sindora Timber Sdn Bhd on 1 January.

Shipping Agency Sdn Bhd on 24 March which involved the purchase of 112,500 units of shares worth RM2.1 million.

on 15 April, an environmentally friendly project which involved transformation of palm oil mill waste into organic fertiliser at Ladang Sindora.

Bhd on 20 May for RM9.5 million under the Intrapreneur Venture Scheme.

a Conditional Sales and Purchase Agreement between Smart Parking Management Systems (SPMS) and Metro Parking (M) Sdn Bhd for the acquisition of 70% equity in SPMS.

Takaful Insurance Broking License by the Bank Negara Malaysia.

new line of services has embarked on re- branding initiatives and changed its name to Pro Office Solutions Sdn Bhd and relocated to Batu Caves, Selangor.

Management Sdn Bhd which resulted in Sindora gaining an extraordinary profit of RM1.1 million.

2006

officially acquired 70% equity in Smart Parking Management Systems Sdn Bhd.

paid-up capital from RM0.15 million to RM0.50 million.

acquire 51% equity in EA Technique (M) Sdn Bhd on 11 August which involved the purchase of 6,901,779 units of shares worth RM38.3 million.

agreement with Johor Corporation and Metro Parking (M) Sdn Bhd to manage, operate, and maintain a multi-storey car park at Persada Johor International Convention Centre.

EA Technique (M) Sdn Bhd on 26 December.

GranuLab (M) Sdn Bhd.

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2007

Technology License Agreement with SIRIM Berhad which appointed the company as the manufacturer and distributor of GranuMaSTM.

acquire 58.5% equity in JM Permata Sdn Bhd on 22 March.

acquired Metro Parking (HK) Limited from Hongo Management Limited on 17 July.

2008

incorporated a subsidiary company in India, Metro Parking Services (India) Private Limited on 18 February.

(Malaysia) Berhad was concluded on 25 April.

capital with an increase from RM26.5 million to RM38.6 million.

construct two units of 9,500 mt carrying capacity tankers and a unit of 8,500 mt carrying capacity tanker.

its paid-up capital with an increase of RM2.5 million from RM1.0 million to RM3.5 million on 4 November.

2009

Sdn Bhd by EA Technique (M) Sdn Bhd and Sindora Berhad on 6 May.

contracts with an option to continue for another three years worth RM400 million.

Berhad, owner of Ladang Sg Simpang Kiri and Sime Darby Plantations Sdn Bhd which owned Ladang Sg Tawing.

consideration of USD4.0 million or USD10.00 per share or approximately RM14.2 million.

AmanahRaya JMF Asset Management Sdn Bhd for RM1.4 million in October.

2010

as the premier shipping player regionally through acquisition of 51% equity interest in Orkim Sdn Bhd.


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contracts worth more than RM1.0 billion.

ship repairs activities.

Sdn Bhd.

Brokers Sdn Bhd in second quarter.

rubber estate operations through establishment of Jejak Juara Sdn Bhd in April.

under Intrapreneur Scheme through establishment of Tiram Fresh Sdn Bhd in April.

Parking Management Systems Sdn Bhd with Metro Equipment Systems Sdn Bhd in early 2010.

as a subsidiary of Metro Parking in Indonesia, PT Metro Penata Sarana and timber downstream activities under Sindora Timber Sdn Bhd.

for RM13.5 million.


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Calender of Significant Events

Implementation of Intrapreneur Scheme on rubber plantation at Sindora Estate to Jejak Juara Sdn Bhd and SIM Manufacturing Sdn Bhd.

Sindora participated in the International Kite Festival which was held at Bandar Dato’ Onn, Johor Bahru.

Sindora’s Briged Waqaf Team (Khalid al-Walid Company) and Waqaf An-Nur Corporation Berhad (WANCorp), Johor Corporation (JCorp) held “gotong-royang” activities at Block 46,Taman Cendana, Pasir Gudang, Johor.

Sindora Berhad organised Majlis PEDOMAN at Ansar Biz Centre, Menara Ansar, Johor Bahru.

Sindora participated in the Annual Employees Meeting (Majlis PEDOMAN) of Kulim (M) Berhad (Kulim) Group with the theme of “Jihad Bisnes” at Persada Johor International Convention Centre, Johor Bahru.

Signing ceremony on the acquisition of 60% equity of Microwell Sdn Bhd (Microwell), held at Puteri Pacific Hotel, Johor Bahru.

JCorp’s National Catur Bistari Challenge at Persada Johor International Convention Centre, Johor Bahru. Sindora part sponsored the event.

Sindora Family Club (KKS) organised a “Maulidur Rasul” programme at Sindora Timber Sdn Bhd (STSB), Bandar Tenggara, Kluang, Johor.

KKS organised dinner for its committees held at Puteri Pacific Hotel, Johor Bahru.

Pro Office Solutions Sdn Bhd (POSSB) organised Majlis PEDOMAN.

Metro Parking (M) Sdn Bhd organised group’s Majlis PEDOMAN at Eastin Hotel, Petaling Jaya, Selangor.

Process of obtaining Roundtable Sustainable Palm Oil (RSPO) certificate at Ladang Sungai Tawing started.

Sindora participated in Secretaries’ Week Luncheon - featuring Faizal Tahir, held at Persada Johor International Convention Centre, Johor Bahru.

30 April 2010 21-23 May 2010

6 February 2010

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The 22nd Annual General Meeting of KKS held at Sindora Berhad’s Corporate Office, Menara Ansar, Johor Bahru.

Sindora collaborated with WANCorp organised JCorp’s 40th Year Anniversary Ceremony – Ya’asin Recital dan Tahlil held at Nurul Iman Mosque, Kampung Parit Bakar, Muar, Johor.

Finalisation on acquisition of 90% equity interest in MIT Insurance Brokers Sdn Bhd (MIT) by Sindora.

KKS took part in futsal friendly match between Kulim’s Tiram Sports and Recreational Club (KSRT) and “Persatuan Rekreasi Keluarga Perbadanan Johor” (PKP), JCorp at Millenium Soccer, Jo hor Bahru.

Sindora Timber Sdn Bhd ceased its timber operation.

An opening and maiden voyage ceremony of EA Techinque (M) Sdn Bhd’s (EA Tech) vessel named MT Nautica Batu Pahat at Tanjung Langsat Port, Pasir Gudang, Johor.

Sindora participated in Graduates’ Career and Entrapreneurship Carnival 2010 organised by the Ministry of Higher Education Malaysia in collaboration with JobStreet.com at Putra World Trade Centre (PWTC), Kuala Lumpur.

Sindora participated in Bistari Entrepreneur Expo organised by JCorp at Persada Johor International Convention Centre, Johor Bahru

En. Halmi Jasmin, Metro Parking Group’s Managing Director received “Corporate Leader of the Year” and Metro Parking (M) Sdn Bhd was awarded “Service Provider of the Year” during the “4th Business of The Year Award 2009” organised by “SMI & SME Worldwide Network”, held at Grand Dorsett Hotel, Subang Jaya, Selangor.

The 37th Annual General Meeting of Sindora Berhad held at Persada Johor International Convention Centre, Johor Bahru.

The 6th Tijarah Ramadan Program broadcasted on TV1, RTM to raise fund for the underprivileged as Sindora Berhad is one of the sponsors.

20 June 2010

23 March 2010

8 July 2010

21 April 2010

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Merger of operations between Smart Parking Management System Sdn Bhd (SPMS) and Metro Equipment Systems (M) Sdn Bhd (MES).

Sindora participated in “Hari Raya Aidilfitri Celebration”, Kulim (M) Sdn Bhd Group at Ulu Tiram, Johor.

A presentation on documentation by Sirim’s Auditor on MS1900:2005 – Quality Management System: Requirement from Islamic Perspective, with the scope of certification: Provision of Investment and Monitoring of Business and Subsidiaries, held at Hotel Puteri Pacific, Johor Bahru.

Sindora participated in Hari Raya Celebration of JCorp Group with the DYMM Sultan Johor, Sultan Ibrahim Ibni Almarhum Sultan Iskandar at Persada Johor International Convention Centre, Johor Bahru.

Sindora organised Sindora Group’s Catur Bistari Challenge at Hotel Selesa, Johor Bahru.

Sindora’s Briged Waqaf Team (Khalid al-Walid Company) took part in parade and marching competition during the Briged Waqaf’s Annual Ceremony 2010 held at Mutiara Johor Land Complex, Bandar Dato’ Onn, Johor Bahru.

Sindora took part in bowling friendly match between Kulim (M) Berhad and press representative, held at Danga City Mall, Johor Bahru.

A “Majlis Doa Selamat” for the arrival of EA Technique’s new vessel named MT Nautica Kota Tinggi at Tanjung Langsat Port, Pasir Gudang, Johor.

POSSB organised “Majlis Berbuka Puasa” with their valuable customers at Dewan Perdana FELDA, Jalan Semarak, Kuala Lumpur.

Launching ceremony of EA Technique’s new vessel named MT Nautica Maharani at Teluk Intan, Perak.

En. Halmi Jasmin received “1Malaysia Entrapreneur Award” under service category during the “1Malaysia Intrapreneur Award 2010” organised by Economic and Entrepreneur Development Bureau, UMNO Youth Society in collaboration with The Leaders magazine held at Tun Hussein Onn Hall, PWTC, Kuala Lumpur.


9 October 2010

31 July 2010

21 Oktober 2010

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11-14 November 2010

KKS organised bowling friendly match between Sindora Berhad, Majlis Agama Islam Johor (MAIJ) dan PERKESO at Danga City Mall, Johor Bahru.

Metro Parking (M) Sdn Bhd was awarded a certificate “Anugerah Kecemerlangan Perniagaan Beretika 2010/2011” under Large Company Category, held at Berjaya Time Square Hotel, Kuala Lumpur. The award presentation ceremony was graced by YB Dato’ Sri Ismail Sabri Bin Yaacob, the Minister of MDTCC.

POSSB was awarded “Anugerah Kecemerlangan Perniagaan Beretika 2010/2011” in Medium Company Category held at Berjaya Time Square Hotel, Kuala Lumpur. The award presentation ceremony was graced by YB Dato’ Sri Ismail Sabri Bin Yaacob, the Minister of MDTCC.

Sindora took part in the quality convention at Hari Mekar JCorp Group at Persada Johor International Convention Centre, Johor Bahru.

Sindora Berhad and JCorp Intrapeneur (M) Berhad (JIMB) organised Quality Day, with the theme “Be Innovative, Stay Competitive” held at Malaysia Productivity Centre (MPC), Bandar Baru Uda, Johor Bahru.

Metro Parking (S) Pte Ltd was awarded “Excellent Service Award 2010”.

Sindora took part in Buy Malaysian Products Expo 2010 exhibition (Southern Zone) organised by the Ministry of Domestic Trade, Co-operative and Consumerism (MDTCC) and JCorp at Persada Johor International Convention Centre, Johor Bahru.


4 December 2010

18 September 2010

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Financial Statements

174 Director’s Report

182 Statement by Directors

183 Statutory Declaration

184 Independent Auditor’s Report

186 Statements of Financial Position

188 Statements of Comprehensive Income

190 Statement of Changes in Equity

192 Statements of Cash Flows

195 Notes to the Financial Statements

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

Principal activities

The principal activities of the Company consist of investment holding, intrapreneur venture business and operations of oil palm plantations, palm oil milling and rubber estate. The principal activities of its subsidiaries are disclosed in Note 7 to the financial statements. There has been no significant change in the nature of these activities during the financial year.

Results

Group Company RM‘000 RM‘000

Profit for the year attributable to:

Owners of the Company 15,503 11,715

Minority interests 2,802 --

18,305 11,715

Reserves and provisions

There were no material transfers to or from reserves and provisions during the financial year under review

except as disclosed in the financial statements.

Dividends

Since the end of the previous financial year, the Company:

i) paid a final dividend of 5% per ordinary share less tax at 25% totalling RM3,600,000 (3.75

sen net per ordinary share) in respect of the year ended 31 December 2009 on 31 July 2010;

and

ii) declared an interim dividend of 5% per ordinary share less tax at 25% totalling RM3,600,000

(3.75 sen net per ordinary share) in respect of the year ended 31 December 2010 on 20

December 2010 and paid on 10 February 2011.

The Directors do not recommend the payment of any final dividend in respect of the current financial year.

15,503

2,802

18,305

Directors’ Report and StatementFor the year ended 31 December 2010

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Directors of the Company

Directors who served since the date of the last report are:

Directors’ interests

The interests and deemed interests in the ordinary shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at year end (including the interests of the spouses or children of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors’ Shareholdings are as follows:


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Number of ordinary shares of RM1.00 eachName of Directors Interest At Bought Sold At 1 January 2010 31 December 2010

Company

Tan Sri Dato’ Muhammad

Tan Sri Dato’ Seri Arshad Direct 313,824 -- -- 313,824

bin Ayub Deemed 1,016,666 -- -- 1,016,666

Subsidiaries

Metro Parking (M) Sdn. Bhd.

EA Technique (M) Sdn. Bhd.

Deemed 6,606,122 -- -- 6,606,122

Related companies

QSR Brands Bhd

Tan Sri Dato’ Seri Arshad Direct 100,000 50,000 -- 150,000

bin Ayub Deemed 100,000 -- -- 100,000

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Number of ordinary shares of RM0.50 eachName of Directors Interest At Bought Sold At 1 January 2010 31 December 2010

Related companies

Kulim (Malaysia) Berhad

Tan Sri Dato’ Muhammad Direct 445,000 -- -- 445,000

Ali Hashim Deemed 22,400 -- -- 22,400

Tan Sri Dato’ Seri Arshad Direct 409,950 1,000 -- 410,950

bin Ayub Deemed 1,200,200 -- -- 1,200,200

Rozan bin Mohd Sa’at Direct 200 -- -- 200

Dr. Mohd Hafetz bin Ahmad Direct 3,000 -- (3,000) --

Deemed 12,020 -- -- 12,020

KFC Holdings (M) Bhd

Tan Sri Dato’ Seri Arshad Direct -- 200,000 -- 200,000

bin Ayub

None of the other Directors holding office at 31 December 2010 had any interest in the ordinary shares of the Company and of its related corporations during the financial year.

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Directors’ benefits

Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by 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 which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Issue of shares and debentures

There were no changes in the authorised, issued and paid-up capital of the Company during the financial year.

There were no debentures issued during the financial year.

Options granted over unissued shares

No options were granted to any person to take up unissued shares of the Company during the financial year.


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Other statutory information

Before the statement of financial position and statement of comprehensive income of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that:

i) all known bad debts have been written off and adequate provision has been made for doubtful debts, and

ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances: i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts in the Group and in the Company inadequate to any substantial extent, or ii) that would render the value attributed to the current assets in the financial statements of the Group and of the Company misleading, or iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the Group and of the Company misleading.

At the date of this report, there does not exist: i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.

No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.

In the opinion of the Directors, the financial performance of the Group and of the Company for the financial year ended 31 December 2010 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.


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Significant events

The Company and the Group

a. On 23 March 2010, the Company had entered into a conditional Share Purchase Agreement with Commerce-KNB Agro Teroka Sdn. Bhd. in relation to the sale and purchase of 3,800,000 Redeemable Convertible Cumulative Preference Shares (“RCCPS”) of par value 1 sen each being the entire issued preference share capital of Microwell Sdn. Bhd. (“Microwell”) for RM4,500,000 cash.

The proposed acquisition was completed on 23 April 2010. Concurrently, the Company has converted portions of the RCCPS into 1,500,000 ordinary shares of RM1 each in Microwell, representing 60% of the enlarged ordinary share capital of Microwell.

b. On 11 June 2010, the Company had entered into a Sale & Purchase Agreement with Mr. Jeyaratnam a/l Velupillai, Dato’ Abdul Kadir Bin Mohd Deen, Dr Jagjit Singh a/l Bhagwan Singh and Dato’ Mohd Shahrom Bin Mohamad in relation to the sale and purchase 1,125,000 of ordinary shares of par value RM1 each in MIT Insurance Brokers Sdn Bhd (“MIT”), representing 90% of the equity interest, at RM2,025,000.

The proposed acquisition was duly completed on 23 July 2010.

c. During the year, the Company’s 51%-owned subsidiary, E.A. Technique (M) Sdn. Bhd. has acquired additional 4,600,000 equity shares of RM 1 each, representing approximately 12% equity interest in Orkim Sdn. Bhd. (“Orkim”), making Orkim a 49.9% owned associate of the Group.

On 31 January 2011, the Group has exercised its call option pursuant to the Subscription and Shareholders agreement to acquire additional 1% equity interest in Orkim. Thereafter, Orkim becomes a subsidiary of the Group.

The proforma effect on the Group’s assets and liabilities on acquisition date are disclosed in Note 32 to the financial statements.

d. On 13 December 2010, Metro Parking (M) Sdn. Bhd. (“Metro”), a 75% subsidiary of Sindora had disposed shares in Metro Parking (HK) Limited (“Metro HK”) as follows:

Upon completion of the proposal, Metro HK becomes a 55% subsidiary of Metro.


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e. The Company is not in compliance with the required public shareholding spread of 25% as stipulated in the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”).

The Company has made an application to Bursa Malaysia on 8 December 2010 for an extension of time to comply with the public shareholding spread requirement. On 16 March 2011, Bursa Malaysia has granted the Company an extension of time of six months until 30 June 2011 to comply with the public shareholding spread requirement.

Auditors

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

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

……………………………………………………Kamaruzzaman bin Abu Kassim

……………………………………………………Rozan bin Mohd Sa’at

Johor Bahru,

Date: 17 March 2011


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

In the opinion of the Directors, the financial statements set out on pages 186 to 269 are drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company at 31 December 2010 and of their financial performance and cash flows for the financial year then ended.

In the opinion of the Directors, the information set out in Note 35 to the financial statements has been compiled in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.

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

……………………………………………………Kamaruzzaman bin Abu Kassim

……………………………………………………Rozan bin Mohd Sa’at

Johor Bahru,

Date: 17 March 2011

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Statutory declaration Pursuant toSection 169(16) of the Companies Act, 1965

I, Haida binti Hussin, the officer primarily responsible for the financial management of SINDORA BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 186 to 270 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 above named in Johor Bahru in the State of Johor on 17 March 2011.

……………………………………….Haida binti Hussin

Before me:

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Independent Auditors’ Report to the members of Sindora Berhad

Report on the Financial Statements

We have audited the financial statements of Sindora Berhad, which comprise the statements of financial position as at 31 December 2010 of the Group and of the Company, and the statements of comprehensive income, changes in equity and 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 notes, as set out on pages 186 to 269.

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 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 Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2010 and of their financial performance and cash flows for the year then ended.

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Independent Auditors’ Report to the members of Sindora Berhad

Report on Other Legal and Regulatory Requirements

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

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. (b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 7 to the financial statements. (c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. (d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

Other Reporting Responsibilities

Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The information set out in Note 35 to the financial statements has been compiled by the Company as required by the Bursa Malaysia Securities Berhad Listing Requirements and is not required by the Financial Reporting Standards. We have extended our audit procedures to report on the process of compilation of such information. In our opinion, the information has been properly compiled, in all material respects, in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants and presented based on the format prescribed by 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.

KPMG Wee Beng ChuanFirm Number: AF 0758 Approval Number: 2677/12/12 (J)Chartered Accountants Chartered Accountant

Johor Bahru

Date: 17 March 2011

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Statements of Financial Position As at 31 December 2010

Group Company Note 2010 2009 2010 2009 RM‘000 RM‘000 RM‘000 RM‘000 restated restated

Assets Property, plant and equipment 3 472,298 404,733 104,079 105,680 Intangible assets 4 28,048 24,328 11,198 12,198 Plantation development expenditure 5 49,002 48,425 49,002 48,425 Investment properties 6 3,360 3,360 10,100 10,160 Investments in subsidiaries 7 -- -- 84,426 77,482 Investments in associates 8 30,384 22,310 11,195 11,195 Other investments 9 7,086 6,869 7,086 6,869 Deferred tax assets 10 593 168 -- --

Total non-current assets 590,771 510,193 277,086 272,009

Inventories 11 10,418 8,202 3,944 3,357 Trade and other receivables 12 36,300 35,291 832 1,735 Due from ultimate holding corporation 13 1,938 2,498 1,841 2,402 Due from subsidiaries 13 -- -- 6,315 3,521 Due from related companies 13 19,826 11,308 13,246 9,610 Assets classified as held for sale 14 18,984 19,083 15,650 15,650 Tax recoverable 2,596 1,845 2,513 1,804 Cash and cash equivalents 15 45,019 49,211 15,695 16,991

Total current assets 135,081 127,438 60,036 55,070

Total assets 725,852 637,631 337,122 327,079

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

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Statements of Financial PositionAs at 31 December 2010


Equity Share capital 96,000 96,000 96,000 96,000 Reserves 139,216 130,846 130,595 126,080

Total equity attributable toowners of the Company 16 235,216 226,846 226,595 222,080Minority interests 59,678 57,077 -- --

Total equity 294,894 283,923 226,595 222,080

Liabilities Loans and borrowings 17 219,462 224,277 281 40,042 Deferred income 2,728 263 -- -- Deferred tax liabilities 10 23,502 22,615 20,377 20,465

Total non-current liabilities 245,692 247,155 20,658 60,507

Trade and other payables 18 57,020 51,000 13,451 15,470 Loans and borrowings 17 93,195 33,801 47,619 7,596 Due to ultimate holding corporation 13 790 727 -- -- Due to holding company 13 24,438 17,044 21,275 17,044 Due to subsidiaries 13 -- -- 2,174 2,201 Due to related companies 13 4,983 2,868 1,750 2,181 Taxation 1,240 1,113 -- -- Dividend payable 3,600 -- 3,600 --

Total current liabilities 185,266 106,553 89,869 44,492

Total liabilities 430,958 353,708 110,527 104,999

Total equity and liabilities 725,852 637,631 337,122 327,079


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Statements of Comprehensive IncomeFor the year ended 31 December 2010


Revenue 19 372,094 336,480 125,763 117,619Cost of goods sold (294,783) (272,792) (103,369) (95,163)

Gross profit 77,311 63,688 22,394 22,456Other income 11,307 52,795 6,813 54,302Distribution expenses (2,339) (2,526) (2,151) (2,040)Administrative expenses (35,755) (32,125) (7,156) (7,386)Other expenses (16,650) (27,405) (1,254) (1,173)

Results from operatingactivities 33,874 54,427 18,646 66,159Finance income 703 442 147 73Finance costs (12,790) (13,151) (4,022) (3,752)

Net finance costs (12,087) (12,709) (3,875) (3,679)

Operating profit 20 21,787 41,718 14,771 62,480Share of profit after tax and minority interests of equity accounted associates 2,174 4,302 -- --

Profit before tax 23,961 46,020 14,771 62,480Income tax expense 21 (5,656) (3,738) (3,056) (853)

Profit for the year 18,305 42,282 11,715 61,627Other comprehensive income, net of taxForeign currency translation 152 112 -- -- differences

Total comprehensive income for the year 18,457 42,394 11,715 61,627


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Statements of Comprehensive IncomeFor the year ended 31 December 2010


Profit attributable to:Owners of the Company 15,503 43,836 11,715 61,627Minority interests 2,802 (1,554) -- --

Profit for the year 18,305 42,282 11,715 61,627

Total comprehensive incomeattributable to:Owners of the Company 15,570 43,926 11,715 61,627Minority interests 2,887 (1,532) -- --

Total comprehensive incomefor the year 18,457 42,394 11,715 61,627Basic and diluted earningsper ordinary shares (sen) 22 16.15 45.66


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Consolidated Statement of Changes in Equity for the Year Ended 31 December 2010

Attributable to equity holders of the Company

Non-distributable Distributable

Exchange Note Share Share Revaluation fluctuation Retained Minority Total capital premium reserves reserve earnings Total interests equity RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

GroupAt 1 January 2009 96,000 11,107 25,321 (303) 57,995 190,120 58,197 248,317Total comprehensive income for the year -- -- -- 90 43,836 43,926 (1,532) 42,394Dilution of equity interest in a subsidiary -- -- -- -- -- -- 348 348 Issue of shares by a subsidiary -- -- -- -- -- -- 1,000 1,000Dividends to owners of the Company 23 -- -- -- -- (7,200) (7,200) (936) (8,136)

At 31 December 2009 96,000 11,107 25,321 (213) 94,631 226,846 57,077 283,923

At 1 January 2010 96,000 11,107 25,321 (213) 94,631 226,846 57,077 283,923Total comprehensive Income for the year -- -- -- 67 15,503 15,570 2,887 18,457Issue of shares and redeemable convertible preference shares by subsidiaries -- -- -- -- -- -- 1,010 1,010Dividends to owners of the Company 23 -- -- -- -- (7,200) (7,200) (1,296) (8,496)

At 31 December 2010 96,000 11,107 25,321 (146) 102,934 235,216 59,678 294,894


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Statement of Changes in Equity for the Year Ended 31 December 2010

Attributable to equity holders of the Company

Non-distributable Distributable

Note Share Share Revaluation Retained Total capital premium reserves earnings equity RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Company

At 1 January 2009 96,000 11,107 21,094 39,452 167,653Total comprehensive income for the year -- -- -- 61,627 61,627Dividends to owners of the Company 23 -- -- -- (7,200) (7,200)

At 31 December 2009 96,000 11,107 21,094 93,879 222,080Total comprehensive income for the year -- -- -- 11,715 11,715Dividends to owners of the Company 23 -- -- -- (7,200) (7,200)

At 31 December 2010 96,000 11,107 21,094 98,394 226,595


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Statements of Cash Flowsfor the Year Ended 31 December 2010

Group Company 2010 2009 2010 2009 RM‘000 RM‘000 RM‘000 RM‘000 restated restated

Cash flows from operating activities Profit before tax 23,961 46,020 14,771 62,480Adjustments for:-Amortisation and depreciation of:- Property, plant and equipment 29,555 28,742 3,736 3,616- Intangible assets 1,070 1,070 1,000 1,000- Plantation development expenditure 3,038 1,870 3,038 1,870Change in fair value of investment properties -- 210 60 (140)Finance costs 12,790 13,151 4,022 3,752Impairment losses/(Reversal):- Goodwill -- 2,704 -- --- Plantation development expenditure -- 347 -- 347- Asset held for sales -- 604 -- --- Other investment 63 (540) 63 (540)Loss/(Gain) on disposal of:-- Property, plant and equipment 23 5,588 (263) 66- Associates -- (5,087) -- (9,908)- Estate -- (38,843) -- (38,843)(Gain)/Loss on partial disposal/disposal ofa subsidiary (938) 169 -- --Property, plant and equipment written off -- 89 -- --Dividend income -- -- (1,880) (6,990)Unrealised loss on foreign exchange 552 186 -- --Finance income (703) (442) (147) (73)Share of results in associates (2,174) (4,302) -- --

Operating profit before changes in working capital 67,237 51,536 24,400 16,637 Change in inventories (2,086) 2,774 (587) 332 Change in trade and other receivables 2,806 2,571 903 716 Change in trade and other payables 4,622 (2,463) (2,017) 2,708 Change in due from/(to) ultimate holding corporation 623 (2,104) 561 (2,705) Change in due from/(to) holding company 7,394 12,005 4,231 12,005 Change in due from/(to) related companies (6,403) (558) (4,067) (678) Change in due from/(to) subsidiaries -- -- (2,821) (4,057)

Cash generated from operations 74,193 63,761 20,603 24,958Dividend received -- -- 1,410 6,267Tax paid (5,818) (7,818) (3,383) (6,242)

Net cash from operating activities 68,375 55,943 18,630 24,98368,375

74,193--

(5,818)

67,237(2,086)2,8064,622

6237,394

(6,403)--

23,961

29,5551,0703,038

--12,790

------

63

23----

(938)----

552(703)

(2,174)

18,630

20,6031,410(3,383)

24,400(587)903

(2,017)

5614,231

(4,067)(2,821)

14,771

3,7361,0003,038

604,022

------

63

(263)----

----

(1,880)--

(147)--


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Group Company Note 2010 2009 2010 2009 RM‘000 RM‘000 RM‘000 RM‘000

Cash flows from investingactivitiesAcquisition of:- Property, plant and equipment 24 (94,171) (129,679) (1,580) (1,253)- Plantation development expenditure (3,794) (3,695) (3,794) (3,695)Subscription of shares in/Acquisition of subsidiaries, net of cash acquired 7 (4,943) -- (5,966) --Acquisition of an associate (5,980) (21,064) -- (10,395)Acquisition of other investment (280) (773) (280) (773)Acquisition of intangible assets (351) -- -- --Decrease/(Increase) in pledged deposits placed with licensed banks 504 (4,718) -- --Proceeds from disposal of property, plant and equipment 434 14,782 288 --Interest received 703 442 147 73Dividend income from associates 80 2,859 -- --Disposal of associates -- 15,608 -- 15,608Proceed from disposal of an estate -- 6,000 -- 6,000Proceed from partial disposal/ disposal of a subsidiary, net of cash disposed 938 178 -- --Investment in redeemable convertible preference shares issued by a subsidiary -- -- (978) (5,100)Proceeds from disposal of asset held for sales -- 1,517 -- --

Net cash (used in)/from investing activities (106,860) (118,543) (12,163) 465

Cash flows from financing activities Proceeds from term loans 69,439 109,547 -- --Repayment of term loans (17,923) (30,284) -- (2,868)Net short term borrowings (110) 112 -- --Payment of finance lease liabilities (1,163) (3,327) (141) (125)Interest paid (12,790) (12,587) (4,022) (3,394)Subscription of shares by minority interests 70 1,000 -- --Subscription of redeemable convertible preference shares by minority interests 940 -- -- --Dividends paid to shareholders of the Company (3,600) (10,800) (3,600) (10,800)Dividends paid to minority interests (1,294) (936) -- --

Net cash from/(used in) financing activities 33,569 52,725 (7,763) (17,187)


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Group Company

Note 2010 2009 2010 2009

RM‘000 RM‘000 RM‘000 RM‘000

Net (decrease)/increase in cash

and cash equivalents (4,916) (9,875) (1,296) 8,261

Effect of exchange rate changes (49) -- -- --

Cash and cash equivalents

at 1 January 30,264 40,139 16,944 8,683

Cash and cash equivalents

at 31 December 25,299 30,264 15,648 16,944

Cash and cash equivalents included in the statements of cash flows comprise the following statements of

financial position amounts:

Cash and bank balances 27,316 26,063 10,401 6,733

Deposits with licensed banks 17,703 23,148 5,294 10,258

15 45,019 49,211 15,695 16,991

Less: Bank overdrafts (7,295) (6,018) -- --

37,724 43,193 15,695 16,991

Less: Deposits pledged 15 (12,425) (12,929) (47) (47)

25,299 30,264 15,648 16,944

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Notes to the Financial Statements 1. Basis of Preparation

Sindora Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business and registered office of the Company are as follows:

Principal place of business9C, 9th Floor, Menara Ansar65, Jalan Trus80000 Johor BahruJohor

Registered officeSuite 12B, Level 12Menara Ansar65, Jalan Trus80000 Johor BahruJohor

The consolidated financial statements of the Company as at and for the year ended 31 December 2010 comprise the Company and its subsidiaries and the Group’s interest in associates (together referred to as the “Group”).

The principal activities of the Company consist of investment holding, intrapreneur venture business and operations of oil palm plantations, palm oil milling and rubber estate. The principal activities of its subsidiaries are disclosed in Note 7.

The holding company is Kulim (Malaysia) Berhad, a company incorporated in Malaysia and listed on the Main Market of Bursa Malaysia Securities Berhad. The Company’s ultimate holding corporation is Johor Corporation, a body corporate established under the Johor Corporation Enactment (No. 4 of 1968) (as Amended by Enactment No. 5 of 1995).

These financial statements were authorised for issue by the Board of Directors on 17 March 2011

1. Basis of preparation

(a) Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standards (FRS), generally accepted accounting principles and the Companies Act, 1965 in Malaysia.

The Group and the Company have not applied the following accounting standards, amendments and interpretations that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the Group and for the Company:

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 March 2010

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FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2010

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2011

Instruments

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2011

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2012

The Group and the Company plan to apply the abovementioned standards, amendments and interpretations in the respective financial year when the above standards, amendments and interpretations become effective.

The initial application of a standard, an amendment or an interpretation, which will be applied prospectively or which requires extended disclosures, is not expected to have any financial impacts to the current and prior periods financial statements upon their first adoption.

1. Basis of Preparation

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The other standards, amendments, interpretations and improvements are either not applicable or are not expected to have any material impact on the financial statements of the Group and of the Company, other than expected changes in accounting policies as discussed below:

FRS 3 (revised), Business Combinations

FRS 3 (revised) incorporates the following changes that are likely to be relevant to the Group’s operations:

treated as business combinations.

in profit or loss.

in profit or loss.

proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction-by transaction basis.

FRS 3 (revised), which becomes mandatory for the Group’s 2011 consolidated financial statements, will be applied prospectively and therefore there will be no impact on prior periods in the Group’s 2011 consolidated financial statements.

FRS 127 (2010), Consolidated and Separate Financial Statements

transactions between the group and its minority (will be known as noncontrolling) interest holders. Currently, changes in group composition are accounted for in accordance with the accounting policies as described in Note 2(a)(iii).

by minority interest i.e., the excess and any further losses exceeding the minority interest in the equity of a subsidiary are no longer charged against the Group’s interest. Currently, such losses are accounted for in accordance with the accounting policies as described in Note 2(a)(iv).

The above changes in accounting policies are not expected to have material impacts to the Group.

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis, unless stated otherwise below.

(c) Functional and presentation currency

These financial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional currency. All financial information is presented in RM, has been rounded to the nearest thousand, unless otherwise stated.

1. Basis of Preparation

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(d) Use of estimates and judgements

The preparation of financial statements in conformity with FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the financial statements other than those disclosed in the following notes:

2. Significant Accounting Policies

The accounting policies set out below have been applied consistently to the periods presented in these financial statements, and have been applied consistently by Group entities, unless otherwise stated.

(a) Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Subsidiaries are consolidated using the purchase method of accounting.

Under the purchase method of accounting, the financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Investments in subsidiaries are measured in the Company’s statement of financial position at cost less any impairment losses (or included in a disposal group that is classified as held for sale).

(ii) Associates

Associates are entities, including unincorporated entities, in which the Group has significant influence, but not control, over the financial and operating policies.


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Investments in associates are accounted for in the consolidated financial statements using the equity method less any impairment losses. The cost of the investment includes transaction costs. The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of the equity accounted associates, after adjustments, if any, to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

When the Group’s share of losses exceeds its interest in an associate, the carrying amount of that interest (including any long-term investments) is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

Investments in associates are measured in the Company’s statement of financial position at cost less any impairment losses. The cost of the investment includes transaction costs. (iii) Changes in Group composition

Where a subsidiary issues new equity shares to minority interests for cash consideration and the issue price has been established at fair value, the reduction in the Group’s interests in the subsidiary is accounted for as a disposal of equity interest with the corresponding gain or loss recognised in profit or loss.

When the Group purchases a subsidiary’s equity shares from minority interests for cash consideration and the purchase price has been established at fair value, the accretion of the Group’s interests in the subsidiary is accounted for as a purchase of equity interest for which the acquisition method of accounting is applied.

The Group treats all other changes in group composition as equity transactions between the Group and its minority interests holders. Any difference between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves. (iv) Minority interests

Minority interests at the end of the reporting period, being the portion of the net identifiable assets of subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly through subsidiaries, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company. Minority interests in the results of the Group are presented in the consolidated statement of comprehensive income as an allocation of the comprehensive income for the year between minority interests and the owners of the Company.

Where losses applicable to the minority exceed the minority’s interest in the equity of a subsidiary, the excess, and any further losses applicable to the minority, are charged against the Group’s interest except to the extent that the minority has a binding obligation to, and is able to, make additional investment to cover the losses. If the subsidiary subsequently reports profits, the Group’s interest is allocated with all such profits until the minority’s share of losses previously absorbed by the Group has been recovered.


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(v) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra- group transactions, are eliminated in preparing the consolidated financial statements.

Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investees. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign Currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the reporting period are retranslated to the functional currency at the exchange rate at that date.

Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments or a financial instrument designated as a cash flow hedge of currency risk, which are recognised in other comprehensive income.

(ii) Operations denominated in functional currencies other than Ringgit Malaysia

The assets and liabilities of operations denominated in functional currencies other than RM, including goodwill and fair value adjustments arising on acquisition, are translated to RM at exchange rates at the end of the reporting period, except for goodwill and fair value adjustments arising from business combinations before 1 January 2006 which are reported using the exchange rates at the dates of the acquisitions. The income and expenses of foreign operations, are translated to RM at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve (FCTR). When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss as part of the profit or loss on disposal.

In the consolidated financial statements, when settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented in the FCTR within equity.


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(c) Financial instruments

Arising from the adoption of FRS 139, Financial Instruments: Recognition and Measurement, with effect from 1 January 2010, financial instruments are categorised and measured using accounting policies as mentioned below. Before 1 January 2010, different accounting policies were applied.

(i) Initial recognition and measurement A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the Group or the Company becomes a party to the contractual provisions of the instrument.

A financial instrument is recognised initially, at its 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 issue of the financial instrument.

An embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not categorised at fair value through profit or loss. The host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract.

(ii) Financial instrument categories and subsequent measurement

The Group and the Company categorise financial instruments as follows:

Financial assets

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

Fair value through profit or loss category comprises financial assets that are held for trading, including derivatives (except for a derivative that is a designated and effective hedging instrument) or financial assets that are specifically designated into this category upon initial recognition. Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair values cannot be reliably measured are measured at cost.

Other financial assets categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss.

(b) Held-to-maturity investments

Held-to-maturity investments category comprises debt instruments that are quoted in an active market and the Group or the Company has the positive intention and ability to hold to maturity. Financial assets categorised as held-to-maturity investments are subsequently measured at amortised cost using the effective interest method.


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(c) Loans and receivables

Loans and receivables category comprises debt instruments that are not quoted in an active market, trade and other receivables and cash and cash equivalents. Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method.

(d) Available-for-sale financial assets

Available-for-sale category comprises investment in equity and debt securities instruments that are not held for trading.

Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss.

All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment (see Note 2(m)(i)).

Financial liabilities

All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss.

Fair value through profit or loss category comprises financial liabilities that are held for trading, derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or financial liabilities that are specifically designated into this category upon initial recognition.

Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair values cannot be reliably measured are measured at cost.

Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss.

(iii) Financial guarantee contracts

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.

Financial guarantee contracts are classified as deferred income and are amortised to profit or loss using a straight-line method over the contractual period or, when there is no specified contractual


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period, recognised in profit or loss upon discharge of the guarantee. When settlement of a financial guarantee contract becomes probable, an estimate of the obligation is made. If the carrying value of the financial guarantee contract is lower than the obligation, the carrying value is adjusted to the obligation amount and accounted for as a provision.

(iv) Regular way purchase or sale of financial assets

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 convention in the marketplace concerned.

A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, using trade date accounting. Trade date accounting refers to:

(a) the recognition of an asset to be received and the liability to pay for it on the trade date, and (b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition of a receivable from the buyer for payment on the trade date.

(v) Derecognition A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in the profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the profit or loss.

(d) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost/valuation less any accumulated depreciation and any accumulated impairment losses.

Revalued property, plant and equipment where no revaluation policy is adopted

The Group has availed itself to the transitional provision when the MASB first adopted IAS 16, Property, Plant and Equipment in 1995. Freehold land and buildings were first revalued in 1995 and no later valuation has been recorded for these property, plant and equipment (except in the case of impairment adjustments based on a valuation).

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the


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costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets also includes the cost of materials and direct labour. For qualifying assets, borrowing costs are capitalised in accordance with the accounting policy on borrowing costs.

Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date. The fair value of property is the estimated amount for which a property could be exchanged between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of other items of plant and equipment is based on the quoted market prices for similar items.

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gains or losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other income” or “other expenses” respectively in profit or loss. When revalued assets are sold, the amounts included in the revaluation surplus reserve are transferred to retained earnings.

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group or the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised to profit or loss. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.


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The estimated useful lives for the current and comparative periods are as follows:

Buildings and structures 5 - 50 years Vessels, plant and machinery 5 - 25 years Motor vehicles, office equipment, furniture and fittings 2 - 12.5 years

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate at the end of the reporting period.

(e) Leased assets

(i) Finance lease

Leases in terms of which the Group or the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition of the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during

the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.

(ii) Operating lease

Leases, where the Group or the Company does not assume substantially all the risks and rewards of ownership are classified as operating leases and, except for property interest held under operating lease, the leased assets are not recognised in the statement of financial position of the Group or the Company. Property interest held under an operating lease, which is held to earn rental income or for capital appreciation or both, is classified as investment property.

In the previous years, a leasehold land that normally had an indefinite economic life and title was not expected to pass to the lessee by the end of the lease term was treated as an operating lease. The payment made on entering into or acquiring a leasehold land that was accounted for as an operating lease represents prepaid lease payments, except for leasehold land classified as investment property.

The Group has adopted the amendment made to FRS 117, Leases in 2010 in relation to the classification of lease of land. Leasehold land which in substance is a finance lease has been reclassified and measured as such retrospectively.

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense, over the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in which they are incurred.


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(f) Intangible assets

(i) Goodwill Goodwill arises on business combinations is measured at cost less any accumulated impairment losses. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity accounted investee.

For acquisitions prior to 1 January 2006, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the fair values of the net identifiable assets and liabilities.

For business acquisitions beginning from 1 January 2006, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree.

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

(ii) Other intangible assets

Intangible assets, other than goodwill, that are acquired by the Group, which have finite useful lives, are measured at cost less any accumulated amortisation and any accumulated impairment losses.

(iii) Subsequent expenditure

Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

(iv) Amortisation

Goodwill and intangible assets with indefinite useful lives are not amortised but are tested for impairment annually and whenever there is an indication that they may be impaired.

Intangible assets are amortised from the date that they are available for use. Amortisation of intangible assets is charged to the income statements on a straight-line basis over the estimated useful lives of the intangible assets.



(g) Plantation development expenditure

Plantation development expenditure are stated at cost less any accumulated depreciation and any accumulated impairment losses.


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New planting or replanting expenditure incurred on land clearing, upkeep of immature palms/trees and interest incurred during the immature period are capitalised under Plantation Development Expenditure.

The Plantation Development Expenditure is amortised over its estimated economical life from the maturity date.

Plantation Development Expenditure of oil palm and rubber estates will be amortised on a straight line basis over 20 and 18 years respectively being their expected useful lives. Plantation Development Expenditure of timber will be charged to the Income Statement at the time of logging and sale.

(h) Investment properties

(i) Investment property carried at fair value

Investment properties are properties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both. These include land held for a currently undetermined future use. Properties that are occupied by the companies in the Group are accounted for as owner- occupied rather than as investment properties.

Investment property are measured initially at cost and subsequently at fair value with any change therein recognised in the income statements.

(ii) Reclassification to / from investment property

When an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment.

However, if a fair value gain reverses a previous impairment loss, the gain is recognised in the income statements. Upon disposal of an investment property, any surplus previously recorded in equity is

When an item of inventory or property development is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to the transfer and its fair value is recognised in the income statements.

When the use of a property changes such that it is reclassified as property, plant and equipment or inventories, its fair value at the date of reclassification becomes its cost for subsequent accounting.

(iii) Determination of fair value

An external, independent valuation firm, having appropriate recognised professional qualifications and recent experience in the location and category of property being valued, values the Group’s investment property portfolio annually.


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The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

In the absence of current prices in an active market, the valuations are prepared by considering the aggregate of the estimated cash flows expected to be received from renting out the property. A yield that reflects the specific risks inherent in the net cash flows then is applied to the net annual cash flows to arrive at the property valuation.

Valuations reflect, where appropriate: the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting vacant accommodation,

property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and where appropriate counter-notices have been served validly and within the appropriate time. (i) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is measured based on the weighted average cost formula and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of work-in- progress and finished goods, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(j) Receivables

Prior to 1 January 2010, receivables were initially recognised at their costs and subsequently stated at cost less allowance for doubtful debts.

Following the adoption of FRS 139, trade and other receivables are categorised and measured as loans and receivables in accordance with Note 2(c).

(k) Non-current assets held for sale

Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and investment property, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.


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(l) Cash and cash equivalents

Cash and cash equivalents consist of cash in hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value. For the purpose of statement of the cash lows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.

Cash and cash equivalents (other than bank overdrafts) are categorised and measured as loans and receivables in accordance with policy Note 2(c).

(m) Impairment

(i) Financial assets

All financial assets (except for financial assets categorised as fair value through profit or loss, investment in subsidiaries and investment in associates) are assessed at each reporting date whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. Losses expected as a result of future events, no matter how likely, are not recognised. For an equity instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment.

An impairment loss in respect of loans and receivables and held-to-maturity investments is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.

An impairment loss in respect of available-for-sale financial assets is recognised in the profit or loss and is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale financial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive income is reclassified from equity and recognised to profit or loss.

An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset.

Impairment losses recognised in profit or loss for an investment in an equity instrument is not reversed through the profit or loss.

If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in the profit or loss.


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(ii) Non-financial assets

The carrying amounts of non-financial assets (except for inventories, assets arising from construction contract, deferred tax asset, assets arising from employee benefits, investment property that is measured at fair value and non-current assets (or disposal groups) classified as 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, then the asset’s recoverable amount is estimated. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted

to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is recognised if the carrying amount of an asset or its cashgenerating unit exceeds its recoverable amount.

Impairment losses are recognised in the profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (groups of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the 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. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognised.

(n) Equity Instruments

Instruments classified as equity are measured at cost on initial recognition and are not remeasured subsequently.

(i) Issue expenses

Costs directly attributable to issue of instruments classified as equity are recognised as a deduction from equity.


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(ii) Preference share capital

Preference share capital is classified as equity if it is non-redeemable, or is redeemable but only at the Company’s option, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity.

Preference share capital is classified as liability if it is redeemable on a specific date or at the option of the equity holders, or if dividend payments are not discretionary. Dividends thereon are recognised as interest expense in profit or loss.

(iii) Repurchase of share capital

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity. Repurchased shares that are not subsequently cancelled are classified as treasury shares and are presented as a deduction from total equity.

Where treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the reduction of the share premium account or distributable reserves, or both.

Where treasury shares are reissued by re-sale in the open market, the difference between the sales consideration net of directly attributable costs and the carrying amount of the treasury shares is recognised in equity.

(o) Revenue and other income

(i) Goods sold

Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and allowances, traded discount and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

(ii) Services rendered

Revenue from mailing and printing services are recognised as and when the services are rendered.

Revenue from sea transportation, shipping and forwarding services include freight income, time charter hire income and other shipping related income. These revenues are recognised as and when the services are performed.

(iii) Rental income

Rental income from investment property is recognised in the income statements on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.


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(iv) Dividend income

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

(v) Interest income

Interest income is recognised as it accrues using the effective interest method in profit or loss except for interest income arising from temporary investment of borrowings taken specifically for the purpose of obtaining a qualifying asset which is accounted for in accordance with the accounting policy on borrowing costs.

(p) Borrowing costs

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Before 1 January 2010, all borrowing costs were recognised in profit or loss using the effective interest method in the period in which they are incurred.

Following the adoption of FRS 123, Borrowing Costs, borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

(q) Deferred income

Government grant is recognised initially as deferred income when there is reasonable assurance that it will be received and that the Company will comply with the conditions associated with the grant. Grants that compensate the Company for expenses incurred are recognised in the income statements on a systematic basis in the same periods in which the expenses are recognised. Grants that compensate the Company for the cost of an asset are recognised in the income statements on a systematic basis over the useful life of the asset.

(r) Income tax

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.


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(s) Employee benefits

(i) Short-term employee benefits

Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under short-term cash bonus or profit- sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) State plans

The Group’s contribution to statutory pension funds are charged to profit or loss in the year to which they relate. Once the contributions have been paid, the Group has no further payment obligations.

(t) Earnings per ordinary share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

(u) Operating segments A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.

Following the adoption of FRS 8, Operating Segments, an operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker of the Group, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.


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3. Property, Plant and Equipment

Motor vehicles, office Vessels, equipment, Capital Freehold Leasehold plant and furniture -in Group land land Buildings machinery and fittings -progress Total RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

At cost/valuation

At 1 January 2009

- As previously stated 2,829 -- 27,898 296,885 21,689 6,229 355,530

- Effect of adopting amendment to FRS 117 -- 100,054 -- -- -- -- 100,054

2,829 100,054 27,898 296,885 21,689 6,229 455,584

Additions -- -- 143 5,186 1,939 123,401 130,669

Exchange - In -- 34,578 369 353 378 -- 35,678

Exchange - Out -- (29,490) (2,254) (514) (676) -- (32,934)

Disposals/Written off -- -- (44) (31,607) (1,165) (3) (32,819)

Transfer to asset classified as held for sale -- -- -- (220) (169) -- (389)

Reclassification -- -- -- 1,925 -- (1,925) --

Exchange difference -- -- -- 421 95 1 517

At 31 December 2009/

1 January 2010, restated 2,829 105,142 26,112 272,429 22,091 127,703 556,306

Additions -- -- 613 5,467 3,989 87,161 97,230

Acquisition of a subsidiary -- -- -- -- 217 -- 217

Transfer from plantation development expenditure -- 271 -- -- -- -- 271

Transfer -- -- 406 139,259 -- (139,665) --

Disposals/Written off -- -- -- (2,016) (1,294) -- (3,310)

Transfer from asset classified as held for sale -- -- -- 220 169 -- 389

Exchange difference -- -- -- (405) (91) -- (496)

At 31 December 2010 2,829 105,413 27,131 414,954 25,081 75,199 650,607

Representing items at:

Cost 2,829 36,823 24,234 414,954 25,081 75,199 579,120

Directors’ valuation -- 68,590 2,897 -- -- -- 71,487

2,829 105,413 27,131 414,954 25,081 75,199 650,607

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Motor vehicles, office Vessels, equipment, Capital Freehold Leasehold plant and furniture -in Group land land Buildings machinery and fittings -progress Total RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Accumulated depreciation

At 1 January 2009

- As previously stated -- -- 16,066 93,889 17,254 -- 127,209

- Effect of adopting amendment to FRS 117 -- 16,057 -- -- -- -- 16,057

-- 16,057 16,066 93,889 17,254 -- 143,266

Depreciation charge -- 1,204 1,186 24,014 2,434 -- 28,838

Exchange out -- (5,372) (1,820) (477) (619) -- (8,288)

Disposals/Written off -- -- (43) (11,239) (1,078) -- (12,360)

Transfer to assets classifies as held for sale -- -- -- (192) (98) -- (290)Exchange difference -- -- -- 267 67 -- 334


1 January 2010, restated -- 11,889 15,389 106,262 17,960 -- 151,500

Depreciation charge -- 1,338 1,164 24,776 2,369 -- 29,647

Disposals/Written off -- -- -- (1,663) (1,190) -- (2,853)

Transfer to assets classified

as held for sale -- -- -- 192 98 -- 290

Reclassification -- -- 54 -- (54) -- --

Exchange difference -- -- -- (279) (69) -- (348)

At 31 December 2010 -- 13,227 16,607 129,288 19,114 -- 178,236

Accumulated impairment losses

At 1 January 2009/31 December 2009 -- -- -- 63 10 -- 73

At 1 January 2010/31 December 2010 -- -- -- 63 10 -- 73

Carrying amounts

At 1 January 2009, restated 2,829 83,997 11,832 202,996 4,435 6,229 312,318

At 31 December 2009/ 1 January 2010, restated 2,829 93,253 10,723 166,104 4,121 127,703 404,733

At 31 December 2010 2,829 92,186 10,524 285,603 5,957 75,199 472,298

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Motor vehicles, office Vessels, equipment, Capital Leasehold plant and furniture -in Company land Buildings machinery and fittings -progress Total RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

At cost/valuation

At 1 January 2009

- As previously stated -- 18,284 22,566 8,200 -- 49,050

- Effect of adopting amendment to FRS 117 96,173 -- -- -- -- 96,173

96,173 18,284 22,566 8,200 -- 145,223

Exchange - In 34,578 369 353 378 -- 35,678

Exchange - Out (29,490) (2,254) (514) (676) -- (32,934)

Additions -- 143 455 347 308 1,253

Written off -- (44) (231) (712) -- (987)

At 31 December 2009/ 1 January 2010, restated 101,261 16,498 22,629 7,537 308 148,233

Additions -- 613 320 882 166 1,981

Disposals/Written off -- -- (2) (1,181) -- (1,183)

Transfer -- 406 -- -- (406) --

Transfer from plantation development expenditure 271 -- -- -- -- 271

At 31 December 2010 101,532 17,517 22,947 7,238 68 149,302

Representing items at:

Cost 32,942 14,620 22,947 7,238 68 77,815

Directors’ valuation 68,590 2,897 -- -- -- 71,487

101,532 17,517 22,947 7,238 68 149,302

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Motor vehicles, office Vessels, equipment, Capital Leasehold plant and furniture -in Company land Buildings machinery and fittings -progress Total RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Accumulated depreciation

At 1 January 2009

- As previously stated -- 9,944 16,352 6,856 -- 33,152

- Effect of adopting amendment to FRS 117 14,898 -- -- -- -- 14,898

14,898 9,944 16,352 6,856 -- 48,050

Depreciation charge 1,107 642 1,296 667 -- 3,712

Exchange out (5,372) (1,820) (477) (619) -- (8,288)

Written off -- (43) (209) (669) -- (921)

At 31 December 2009/ 1 January 2010, restated 10,633 8,723 16,962 6,235 -- 42,553

Depreciation charge 1,241 621 1,341 625 -- 3,828

Disposal/Written off -- -- (2) (1,156) -- (1,158)

At 31 December 2010 11,874 9,344 18,301 5,704 -- 45,223

Carrying amounts

At 1 January 2009, restated 81,275 8,340 6,214 1,344 -- 97,173

At 31 December 2009/ 1 January 2010, restated 90,628 7,775 5,667 1,302 308 105,680

At 31 December 2010 89,658 8,173 4,646 1,534 68 104,079

The carrying amounts of land at 1 January 2009 and 31 December 2009 have been adjusted following the adoption of the amendments to FRS 117, Leases, where leasehold land, in substance is a finance lease, has been reclassified from prepaid lease payment to property, plant and equipment.

Revaluation

The Group’s and the Company’s leasehold lands and buildings were revalued in 1995 by independent professionally qualified valuers using an open market value method.


11,874

10,633

1,241

--

14,898

1,107

(5,372)

--

--

14,898

81,275

90,628

89,658

18,301

16,962

1,341

(2)

16,352

1,296

(477)

(209)

16,352

--

6,214

5,667

4,646

--

--

--

--

--

--

--

--

--

--

--

308

68

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Had the leasehold land and buildings been carried at cost model, their carrying amounts would have been as follows:

Group Company

2010 2009 2010 2009

RM‘000 RM‘000 RM‘000 RM‘000

Leasehold land 8,632 8,720 8,632 8,720

Buildings 739 837 811 822

9,371 9,557 9,443 9,542

Leased plant and machinery and motor vehicles

Included in property, plant and equipment of the Group and the Company are assets acquired under lease agreements at carrying amount of RM5,643,000 (2009: RM4,321,000) and RM528,101 (2009: RM147,945) respectively. The leased assets consist of equipments and motor vehicles which secure lease obligations. (see Note 17).

Security

At 31 December 2010, property, plant and equipment of the Group with a carrying amount of RM338,119,000 (2009: RM267,446,000) are charged to banks for term loan facilities granted to the Group and the Company. (see Note 17).

Borrowing costs

Included in capital-in-progress of the Group is interest capitalised for the year at a rate of 4.75% - 6.75% (2009: 4.10%) per annum of RM6,627,187 (2009: RM1,764,232) until the asset is ready for its intended use.

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4. Intangible Assets

Concession Technology Goodwill right license Others Total RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Group

At cost

At 1 January 2009/ 31 December 2009 14,385 15,365 700 -- 30,450

At 1 January 2010 14,385 15,365 700 -- 30,450

Additions -- -- -- 351 351

Acquisition of subsidiaries 4,229 -- -- 210 4,439

At 31 December 2010 18,614 15,365 700 561 35,240

Accumulated amortisation

At 1 January 2009 -- 2,167 105 -- 2,272

Amortisation charge -- 1,000 70 -- 1,070

At 31 December 2009/ 1 January 2010 -- 3,167 175 -- 3,342

Amortisation charge -- 1,000 70 -- 1,070

At 31 December 2010 -- 4,167 245 -- 4,412

Accumulated impairment losses

At 1 January 2009 76 -- -- -- 76

Impairment loss 2,704 -- -- -- 2,704

At 31 December 2009 2,780 -- -- -- 2,780

At 1 January 2010/ 31 December 2010 2,780 -- -- -- 2,780

Carrying amounts

At 31 December 2010 15,834 11,198 455 561 28,048

At 31 December 2009 11,605 12,198 525 -- 24,328

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Concession right

RM‘000

Company

At cost

At 1 January 2009/31 December 2009 15,365

At 1 January 2010/31 December 2010 15,365


At 1 January 2009 2,167

Amortisation charge 1,000

At 31 December 2009/1 January 2010 3,167

Amortisation charge 1,000

At 31 December 2010 4,167

Carrying amounts

At 31 December 2010 11,198

At 31 December 2009 12,198

Concession right

The concession right arose from a 15-year Concession Agreement with the holding corporation and a subsidiary to manage, operate and maintain a multi-storey car park together with other parking facilities at Persada Johor International Convention Centre. It is reasonably anticipated that the cost will be recovered through future income derived from the car park operation or guaranteed income by the holding corporation pursuant to the Concession Agreement. The remaining amortisation period at year end is 10.8 years (2009:11.8 years).

Technology license

Technology license was acquired from SIRIM Berhad for a consideration of RM700,000 of which RM350,000 was paid by the Company with the remaining balance to be paid from the government grant directly. It is reasonably anticipated that the cost will be recovered through future commercial production. The remaining amortisation period at year end is 6.5 years (2009: 7.5 years).

Amortisation and impairment charge

The amortisation and impairment loss are recognised in other expenses in the income statements.

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Impairment testing for cash-generating units containing goodwill

For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the lowest level within the Group at which the goodwill is monitored for internal management purposes.

The aggregate carrying amounts of goodwill allocated to respective subsidiaries represent individual business unit are as follows:

2010 2009

RM‘000 RM‘000

Bulk mailing and printing services 1,931 1,931

Parking operator 2,347 2,347

Shipping and forwarding agent 1,333 1,333

Provision of sea transportation and related services 5,660 5,660

Insurance broker 1,642 --

Agricultural fertilizer trading and biotechnology research

and development 2,587 --

Others 334 334

15,834 11,605

The recoverable amount for the above was based on its value in use and was determined by discounting the future cash flows generated from the continuing use of those units and was based on the following key assumptions:

discount rate was estimated based on the Group’s existing rate of borrowing.

The values assigned to the key assumptions represent management’s assessment of future trends in the industry.

1,931

2,347

1,333

5,660

1,642

2,587

334

15,834


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Oil palm Rubber Timber Total RM‘000 RM‘000 RM‘000 RM‘000

Group/Company

At cost

At 1 January 2009 39,954 4,145 513 44,612

Exchange

- In 36,021 -- -- 36,021

- Out (19,341) -- -- (19,341)

Addition 3,791 -- -- 3,791


1 January 2010 60,425 4,145 513 65,083

Addition 3,886 -- -- 3,886

Transfer to property, plant

and equipment (271) -- -- (271)

At 31 December 2010 64,040 4,145 513 68,698


At 1 January 2009 18,101 1,306 -- 19,407

Amortisation charge 1,723 147 -- 1,870

Exchange out (5,132) -- -- (5,132)


1 January 2010 14,692 1,453 -- 16,145

Amortisation charge 2,891 147 -- 3,038

At 31 December 2010 17,583 1,600 -- 19,183

Accumulated impairment

losses

At 1 January 2009 -- -- 166 166

Impairment losses -- -- 347 347

At 31 December 2009 -- -- 513 513

39,954

36,021

(19,341)

3,791

60,425

3,886

(271)

64,040

18,101

1,723

(5,132)

14,692

2,891

17,583

--

--

--

513

--

--

--

513

--

--

513

--

--

--

--

--

--

166

347

513

5. Plantation Development Expenditure

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5. Plantation Development Expenditure

At 1 January 2010/

31 December 2010 -- -- 513 513

Carrying amounts

At 31 December 2010 46,457 2,545 -- 49,002

At 31 December 2009 45,733 2,692 -- 48,425

Included in plantation development expenditure of the Group and of the Company are depreciation capitalised during the financial year amounting to RM92,000 (2009: RM96,000).

Included in plantation development expenditure of the Group/Company is the following expenses capitalised:

2010 2009 RM‘000 RM‘000

Personnel expenses

- Contribution to Employee’s Provident Fund 36 36

- Wages, salaries and others 205 202

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Group 2010 2009 RM‘000 RM‘000

At 1 January 3,360 3,570Change in fair value -- (210)At 31 December 3,360 3,360

Included in the above are:Freehold land 2,582 2,582Buildings 778 778 3,360 3,360

Company 2010 2009 RM‘000 RM‘000 At 1 January 10,160 10,020Change in fair value (60) 140

At 31 December 10,100 10,160

Included in the above are:Freehold land 2,612 2,582Leasehold land with unexpired lease period of less than 50 years 4,064 4,124Buildings 3,424 3,454 10,100 10,160

Investment properties comprise freehold land, leasehold land and factory building that are leased to a subsidiary and third parties. Subsequent renewals are negotiated with the lessee and no contingent rents are charged.

The fair value of the investment properties at 31 December 2010 is determined using the comparison and cost method based on independent professional valuation made by chartered valuation surveyors/registered valuers in C H Williams Talhar & Wong.

Security

At 31 December 2010, investment properties of the Group/Company with a carrying amount of RM3,360,000 (2009: RM3,360,000) are charged to a bank for term loan facility granted to the Group and the Company. (see Note 17)

10,160(60)

10,100

2,612

4,0643,424

10,100

3,360--

3,360

2,582778

3,360

6. Investment Properties

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7. Investments in Subsidiaries

Company 2010 2009 RM‘000 RM‘000

Unquoted investment

- at cost 92,996 86,052

Less: Accumulated impairment (8,570) (8,570)

84,426 77,482

The subsidiaries are as follows :

Effective ownership interest Place of 2010 2009Name of Company Principal activities incorporation % %

Direct subsidiaries

Sindora Wood Products Property letting Malaysia 100 100 Sdn. Bhd.

Sindora Timber Products Dormant Malaysia 100 100 Sdn. Bhd.

Sindora Trading Sdn. Bhd. Dormant Malaysia 100 100

Sindora Development Dormant Malaysia 100 100 Sdn. Bhd.

Sindora Timber Trading of sawn timber, timber Malaysia 90 90 Sdn. Bhd. doors, laminated timber scantling, trading of wood products and fertilisers

GranuLab (M) Sdn. Bhd. Trading of GranuMaS, a granular Malaysia 90 90 synthetic bone graft

Pro Office Solutions Bulk mailing and printing Malaysia 75 75

Sdn. Bhd. services

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Effective ownership interest Place of 2010 2009

Name of Company Principal activities incorporation % %

Epasa Shipping Agency Transportation, storage and Malaysia 75 75

Sdn. Bhd. repairs of containers, shipping

and forwarding and other logistic

related services

E.A. Technique (M) Provision of sea transportation Malaysia 51 51

Sdn. Bhd. and related services

Metro Parking (M) Parking operations and the Malaysia 75 75

Sdn. Bhd.@ provision of related consultancy

services

Microwell Sdn. Bhd.* Trading of agricultural fertilizers, Malaysia 60 --

water treatment, biotechnology

research and development

MIT Insurance Brokers Insurance broking and Malaysia 90 --

Sdn. Bhd.* consultancy

Subsidiaries of Metro Parking (M) Sdn. Bhd.

Metro Parking (S) Parking operator and consultancy Republic of 52.50 52.50

Pte. Ltd.* services Singapore

Metro Parking (B) Parking operator and other Negara Brunei 56.25 56.25

Sdn. Bhd.* transport related services Darussalam

Metro Equipment Systems Trading or parking and other Malaysia 68.50 68.50

(M) Sdn. Bhd. related equipments

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Effective ownership interest Place of 2010 2009Name of Company Principal activities incorporation % %

Metro Parking (Sabah) Parking operator and other Malaysia 75 75

Sdn. Bhd. transport related services

Metro Parking Management Parking operator and other Philippines 56.25 56.25

(Philippines) Inc.# transport related services

PT Metro Penata Sarana* Parking operator, consultancy Indonesia 75 75

services and transport related

services

Smart Parking Management Trading of parking and other Malaysia 52.5 52.5

Systems Sdn. Bhd. related equipments

Metro Parking (HK) Parking operator and other Hong Kong 41.25 75

Limited* transport related services

Metro Parking Services Parking operator and India 75 75

(India) Private Limited* consultancy services

Subsidiary of Sindora Timber Sdn. Bhd.

General Access Sdn. Bhd. Field clearing, earthwork, road Malaysia 81 81

construction and resurfacing

Tiram Fresh Sdn. Bhd. Cultivation and trading of Malaysia 81^ --

mushroom and related products

Jejak Juara Sdn. Bhd.* Manufactures and dealers in Malaysia 81^ --

rubber and rubber products

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Effective ownership interest Place of 2010 2009

Name of Company Principal activities incorporation % %

Subsidiary of E. A. Technique (M) Sdn. Bhd.

Johor Shipyard & Shipbuilding, fabrication of steel Malaysia 51 51

Engineering Sdn. Bhd. structures, engineering services

and consultancy

Subsidiary of Microwell Sdn. Bhd.

Julang Sempurna

Sdn. Bhd.* Trading of biochem fertilizer Malaysia 60 --

* Audited by other firms of accountants.# Audited by a member firm of KPMG International.@ The audit report includes an emphasis of matter on the going concern basis of preparation of financial statements, which is dependent on the financial support from the holding company.

^ The effect of acquisitions of these subsidiaries are not material to the financial statements.

Acquisition of subsidiaries

The Group acquired Microwell Sdn. Bhd. (“Microwell”) and MIT Insurance Brokers Sdn. Bhd. (“MIT”) during the year as disclosed in Note 31. Since the dates of acquisition, these new subsidiaries contributed profit of appropriately RM970,000. The Group does not consider it relevant to disclose the effects on its consolidated revenue and profit as if the acquisitions had occurred on 1 January 2010 due to the significant effects of synergies created after the acquisitions.

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Bhd.*7. Investments in Subsidiaries

Recognised MIT values on Microwell Insurance acquisition RM‘000 RM‘000 RM‘000

Property, plant and equipment 27 190 217

Intangible assets 210 -- 210

Inventories 130 -- 130

Receivables, deposit and prepayments 441 3,579 4,020

Cash and cash equivalents 746 277 1,023

Payables and accruals (270) (3,593) (3,863)

Net identifiable assets and liabilities 1,284 453 1,737

Goodwill on acquisition 2,587 1,642 4,229

Consideration paid, satisfied in cash 3,871 2,095 5,966

Cash and cash equivalents acquired (1,023)

Net cash outflow 4,943

The goodwill recognised on the acquisitions are mainly attributable to the skills and technical talent of the acquired business’s work force and the synergies expected to be achieved from integrating these new subsidiaries into the Group.

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8. Investments in Associates

Group Company 2010 2009 2010 2009 RM‘000 RM‘000 RM‘000 RM‘000

In Malaysia:

Unquoted shares at cost 27,844 21,864 11,195 11,195

Share of post-acquisition reserves 2,540 446 -- --

30,384 22,310 11,195 11,195

Summarised financial information of the associates, which are incorporated in Malaysia, are as follows:

Name of company Effective Total Total ownership Revenue Profit assets liabilities interest (100%) (100%) (100%) (100%) (%) RM‘000 RM‘000 RM‘000 RM‘000

2010

Orkim Sdn. Bhd. 49.99 30,238 5,934 204,043 (136,985)

Tepak Marketing Sdn. Bhd. 20 24,919 2,138 11,587 (3,400)

2009

Orkim Sdn. Bhd. 38 3,074 858 135,337 (74,139)

Tepak Marketing Sdn. Bhd. 20 20,565 1,461 11,335 (5,828)

The associates do not have any significant contingent liabilities as at 31 December 2010.

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9. Other Investments

Group/Company 2010 2009 RM‘000 RM‘000

In Malaysia:

Quoted share in Malaysia, at cost 16,105 15,825

Less: Allowance for diminution in value (13,019) (12,956)

3,086 2,869

Unquoted subordinated bond 4,000 4,000

7,086 6,869

Market value:

Quoted share in Malaysia 3,086 3,047

Investment in unquoted Subordinated Bond is in accordance with the condition set in the Facility Agreement as

detailed in Note 17.

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10. Deferred Tax Assets and Liabilities

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:


Deferred tax assets (593) (168) -- --

Deferred tax liabilities 23,502 22,615 20,377 20,465

22,909 22,447 20,377 20,465


Property, plant and equipment

- capital allowances 6,692 6,173 1,849 1,695

- revaluation 14,510 14,715 14,510 14,715

Investment properties -- -- 1,052 1,052

Unabsorbed capital allowances (312) (248) (312) (248)

Plantation development expenditure 3,245 3,101 3,245 3,101

Provision (528) (293) (159) (178)

Others (698) (1,001) 192 328

22,909 22,447 20,377 20,465

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Movement in temporary differences during the year are as follows:

At Recognised At 31 Recognised At 31 1 January in profit December in profit December 2009 or loss 2009 or loss 2010 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Group

Property, plant and

equipment

- capital allowances 4,472 1,701 6,173 519 6,692

- revaluation 14,922 (207) 14,715 (205) 14,510

Unabsorbed capital

allowances (183) (65) (248) (64) (312)

Plantation development 6,173 (3,072) 3,101 144 3,245

expenditure

Provision (526) 233 (293) (235) (528)

Others (896) (105) (1,001) 303 (698)

23,962 (1,515) 22,447 462 22,909

Company

Property, plant and

equipment

- capital allowances 1,546 149 1,695 154 1,849

- revaluation 14,922 (207) 14,715 (205) 14,510

Investment properties 1,017 35 1,052 -- 1,052

Unabsorbed capital (183) (65) (248) (64) (312)

allowances

Plantation development

expenditure 6,173 (3,072) 3,101 144 3,245

Provision (194) 16 (178) 19 (159)

Others -- 328 328 (136) 192

23,281 (2,816) 20,465 (88) 20,377

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Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items in certain subsidiaries:

Group 2010 2009 RM‘000 RM‘000

Deductible temporary differences 2,532 2,612

Unabsorbed capital allowances 8,420 8,307

Unutilised tax losses 28,469 27,154

39,421 38,073

The deductible temporary differences, unabsorbed capital allowances and unutilised tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group/Company can utilise the benefits there from.

2,532

8,420

28,469

39,421

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11. Inventories


Finished goods 684 1,758 -- --

Work-in-progress 132 192 -- --

Raw materials 439 553 -- --

General spare parts and fuel 2,869 2,339 -- --

Chemicals and fertilisers 948 315 948 315

Crude Palm Oil and Palm Kernel 2,996 3,045 2,996 3,042

Agriculture fertilizers 2,350 -- -- --

10,418 8,202 3,944 3,357

During the year, the Group made an assessment on the slow moving inventories and made a write down of RM212,000 to net realisable value (2009: RM3,259,000 to net realisable value).

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12. Trade and Other Receivables


Trade receivables 24,317 20,146 299 376

Less: Allowance for doubtful debts (991) (1,619) -- --

23,326 18,527 299 376

Other receivables 7,764 10,687 2,024 3,622

Less: Allowance for doubtful debts (3,170) (4,840) (1,800) (2,700)

4,594 5,847 224 922

Deposits 5,536 6,699 172 141

Prepayments 2,844 4,218 137 296

8,380 10,917 309 437

36,300 35,291 832 1,735

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13. Due from / (to) Ultimate Holding Corporation / Holding Company / Related Companies / Subsidiaries


Due from:

Ultimate holding corporation 1,938 2,498 1,841 2,402

Subsidiaries - non-trade -- -- 6,315 3,521

Related companies

- trade 15,067 10,863 12,546 9,165

- non-trade 4,759 445 700 445

19,826 11,308 13,246 9,610

Due to:

Ultimate holding corporation (790) (727) -- --

Holding company (24,438) (17,044) (21,275) (17,044)

Subsidiaries - non-trade -- -- (2,174) (2,201)

Related companies

- trade (4,017) (2,180) (1,750) (2,181)

- non-trade (966) (688) -- --

(4,983) (2,868) (1,750) (2,181)

The amounts due from/(to) ultimate holding corporation/subsidiaries/related companies are unsecured, interest free and have no fixed terms of repayment.

Included in the amount due to holding company is an amount of RM10,000,000 (2009: RM10,000,000) with a fixed interest charge of 4.40% (2009: 4.56%) per annum and no fixed terms of repayment.

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14. Assets / Liabilities Classified as Held for Sale

The assets classified as held for sale consist of the following:


Other non-current assets

held for sale:

Equipment (1) -- 99 -- --

Building (2) 3,812 3,812 -- --

Property, plant and equipment 3,812 3,911 -- --

Prepaid lease payment (2) 1,672 1,672 -- --

Investment property (2) -- -- 6,150 6,150

Investment in an associate (3) 13,500 13,500 9,500 9,500

Total assets held for sale 18,984 19,083 15,650 15,650

(1) During the last financial year, a subsidiary entered into an agreement with the state government to dispose car park equipment to the government. The arrangement has been terminated and the assets are no longer classified as held for sale.

(2) This relates to disposal of a property comprising a prepaid lease and building to KFC Holdings (Malaysia) Bhd., which is pending completion of certain conditions pursuant to the sale and purchase agreement.

(3) This relates to the proposed disposal of MM Vitaoils Sdn. Bhd., an associate of the Group. The Company has received to date an amount of RM1,850,000 as partial payment from the buyer. The negotiation with the buyer on the completion of the sale is still in progress.

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Property, plant and equipment

Property, plant and equipment held for sale comprise the following:

Group 2010 2009 RM‘000 RM‘000

Cost 8,279 8,668

Accumulated depreciation (4,467) (4,757)

3,812 3,911

Prepaid lease payments

Prepaid lease held for sale comprise the following:

Group 2010 2009 RM‘000 RM‘000

Unexpired period less than 50 years 1,672 1,672

8,279

(4,467)

3,812

1,672

14. Assets / Liabilities Classified as Held for Sale

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Cash and bank balances 27,316 26,063 10,401 6,733

Deposits with licensed banks 17,703 23,148 5,294 10,258

45,019 49,211 15,695 16,991

The deposits of the Group and of the Company of RM12,425,000 (2009: RM12,929,000) and RM47,000 (2009: RM47,000) are pledged to licensed banks as security for term loan facilities granted to the Group and the Company. (see Note 17)

15. Cash and Cash Equivalents

45,019

27,316

17,703

15,695

10,401

5,294

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16. Capital and Reserves

Share capital

Group/Company Group/Company Number of ordinary shares 2010 2009 2010 2009 RM‘000 RM‘000 ‘000 ‘000

Ordinary shares of RM1.00 each:

Authorised 200,000 200,000 200,000 200,000

Issued and fully paid 96,000 96,000 96,000 96,000

Reserves


Non-distributable

Share premium 11,107 11,107 11,107 11,107

Revaluation reserves 25,321 25,321 21,094 21,094

Exchange fluctuation reserve (146) (213) -- --

36,282 36,215 32,201 32,201

Distributable

Retained earnings 102,934 94,631 98,394 93,879

139,216 130,846 130,595 126,080

Section 108 tax credit and tax exempt account

Subject to agreement by the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax exempt account to frank the payment of dividends out of its entire retained earnings at 31 December 2010.

The Finance Act, 2007 introduced a single tier company income tax system with effect from year of assessment 2008. As such, the Section 108 tax credit as at 31 December 2007 will be available to the Company until such time the credit is fully utilised or upon expiry of the six year transitional period on 31 December 2013, whichever is earlier.

Revaluation reserve

The revaluation reserve relates to the revaluation of property, plant and equipment and prepaid lease payments.

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Non-currentSecured

Term loans 215,489 181,477 -- --

Finance lease liabilities 3,973 2,800 281 42

Unsecured

Term loans -- 40,000 -- 40,000

219,462 224,277 281 40,042

Current

Secured

Term loans 35,422 17,917 -- --

Finance lease liabilities 2,448 1,726 119 96

Unsecured

Revolving credits 7,500 7,500 7,500 7,500

Term loans 40,000 -- 40,000 --

Bankers’ acceptance 530 640 -- --

Bank overdraft 7,295 6,018 -- --

93,195 33,801 47,619 7,596

312,657 258,078 47,900 47,638

17. Loans and Borrowings

215,489

3,973

--

219,462

--

281

--

281

35,422

2,448

7,500

40,000

530

7,295

93,195

312,657

--

119

7,500

40,000

--

--

47,619

47,900

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2010 2009

17. Loans and Borrowings

Finance lease liabilities

Present Present Future value of Future value of minimum minimum minimum minimum lease lease lease lease payments Interest payments payments Interest payments RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

GroupLess than one year 2,877 429 2,448 1,988 262 1,726Between one and five years 4,459 486 3,973 3,037 237 2,800

7,336 915 6,421 5,025 499 4,526

CompanyLess than one year 140 21 119 101 5 96Between one and five years 321 40 281 50 8 42

461 61 400 151 13 138

Security

The term loans of the Group and of the Company are secured over property, plant and machinery, investment properties and deposits with licensed banks as disclosed in Note 3, Note 6 and Note 15 respectively.

On 19 September 2006, the Company entered into a Facility Agreement with a licensed bank and a bond issuer (“Issuer”) for an unsecured fixed rate term loan facility of RM40 million (“the Facility”).

The salient terms of the Facility Agreement are as follows:

i) the Facility is repayable in one lump sum at the end of five (5) years from the drawdown date of 10 October

ii) the interest rate is fixed at 7.45% per annum and the interest is payable at six (6) monthly intervals from the

iv) as a condition of the Facility, the Company shall subscribe for the Subordinated Bond of RM4 million (Note 9).

Subordinated bonds are asset backed securities issued by the Issuer pursuant to the Primary Collateralised Loan Obligation Transaction, which shall rank after the Super Senior Bonds, the Senior Bonds and the Mezzanine Bonds in terms of priority.

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18. Trade and Other Payables


Trade payables 27,656 16,803 1,934 4,158

Other payables and accrued

expenses 29,034 34,150 11,517 11,312

Due to a Director 330 47 -- --

57,020 51,000 13,451 15,470

Included in trade and other payables of the Group and of the Company is an amount of RM5,228,000 (2009: RM5,228,000) owing to KFC Holdings (M) Bhd in respect of deposit received for the proposed disposal of a piece of land (see Note 14) and RM1,850,000 (2009: RM1,600,000) received as partial settlement for the proposed disposal of MM Vitaoils Sdn. Bhd. (see Note 14)

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19. Revenue


Sale of goods and service rendered: Crude Palm Oil, Palm Kernel and fresh fruit bunches 123,883 107,422 123,883 107,422

Parking operations and related services 111,838 108,667 -- --

Sea transportation, shipping and forwarding services 87,153 79,957 -- --

Logs, sawn timber, treated timber and door 6,484 5,633 -- --

Rubber 2,528 3,207 -- 3,207

Dividend income:

- Subsidiaries -- -- 1,800 4,110

- Associates and others -- -- 80 2,880

Mailing and printing 33,625 31,594 -- --

Fertilizer trading 4,879 -- -- --

Insurance brokerage 1,704 -- -- --

372,094 336,480 125,763 117,619372,094

123,883

111,838

87,153

6,484

2,528

--

--

33,625

4,879

1,704

125,763

123,883

--

--

--

--

1,800

80

--

--

--

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20. Operating Profit


Operating profit is arrived at after charging/(crediting)

Audit fees

- Current year

- Holding company auditors 357 329 112 112

- Others 147 103 -- --

Amortisation and depreciation of:

- Property, plant and equipment 29,555 28,742 3,736 3,616

- Intangible assets 1,070 1,070 1,000 1,000

- Plantation development expenditure 3,038 1,870 3,038 1,870

- Deferred income (35) (35) -- --

Allowance for/(Reversal of) doubtful debts

- trade receivables 321 977 -- --

- other receivables (728) 941 (900) --

- related companies 110 -- -- --

Change in fair value of investment properties -- 210 60 (140)

Guaranteed return on car park concession (2,953) (2,952) (2,953) (2,952)

Impairment losses/(Reversal):

- Goodwill -- 2,704 -- --

- Plantation development expenditure -- 347 -- 347

- Asset held for sales -- 604 -- --

- Other investments 63 (540) 63 (540)

Realised loss on foreign exchange 28 21 -- --

Unrealised loss on foreign

exchange 552 186 -- --

Rental of machinery and equipment 490 486 -- --

Bad debts recovered -- (166) -- --

Bad debts written off -- 73 -- 73

Rental of land and buildings 50,963 50,947 291 247

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20. Operating Profit


Loss/(Gain) on disposal of:

- Property, plant and equipment 23 5,588 (263) 66

- Subsidiaries (938) 169 -- --

- Associates -- (5,087) -- (9,908)

- Estate -- (38,843) -- (38,843)

Personnel expenses (including key management personnel):

- Contributions to Employees Provident Fund 3,785 3,900 968 936

- Wages, salaries and others 52,588 47,445 12,660 11,942

Rental income (338) (347) (189) (189)

Key management personnel compensation

The key management personnel compensation are as follows:


Directors

- Fees 712 626 319 300

- Remuneration 3,183 3,994 692 733

Other short term employee benefits (including estimated monetary 360 716 61 54 value of benefits-in-kind)

Total short-term employee benefits 4,255 5,336 1,072 1,087

Other key management personnel:

- Short-term employee benefits 754 730 330 242

5,009 6,066 1,402 1,329

Other key management personnel comprise persons other than the Directors of Group entities, having authority and responsibility for planning, directing and controlling the activities of the Group entities either directly or indirectly.

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Recognised in the profit or loss

Major components of income tax expense include:


Current tax expense

- Malaysian tax

- Current year 5,796 5,001 4,649 3,981

- Prior years (1,273) (290) (1,505) (312)

4,523 4,711 3,144 3,669

- Foreign tax

- Current year 702 542 -- --

- Prior years (31) -- -- --

671 542 -- --

5,194 5,253 3,144 3,669

Deferred tax expense/(income)

- Reversal and origination of

temporary differences 1,047 (1,690) 164 (3,076)

- Prior years (585) 175 (252) 260

462 (1,515) (88) (2,816)

Income tax expense 5,656 3,738 3,056 853

Share of tax of equity accounted

associates 285 1,559 -- --

Total income tax expense 5,941 5,297 3,056 853

21. Income Tax Expense

5,796

(1,273)

4,523

702

(31)

671

5,194

1,047

(585)

462

5,656

285

5,941

4,649

(1,505)

3,144

--

--

--

3,144

164

(252)

(88)

3,056

--

3,056

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Reconciliation of effective tax expense

Profit for the year 18,305 42,283 11,715 61,627

Total tax expense 5,941 5,297 3,056 853

Profit before tax 24,246 47,580 14,771 62,480

Income tax calculated using Malaysian tax rate of 25 percent 6,062 12,122 3,868 15,620

Non deductible expenses 2,857 5,491 1,266 1,439

Effect of different tax rate in other countries 108 121 -- --

Tax exempt income (967) (655) -- --

Non taxable income (324) (13,717) (321) (16,154)

Effect of unrecognised deferred tax assets 189 2,107 -- --

Others (95) (57) -- --

7,830 5,412 4,813 905

Over provided in prior years (1,889) (115) (1,757) (52)

Income tax expense 5,941 5,297 3,056 853

21. Income Tax Expense

18,305

5,941

24,246

6,062

2,857

108

(967)

(324)

189

(95)

7,830

(1,889)

5,941

11,715

3,056

14,771

3,868

1,266

--

--

(321)

--

--

4,813

(1,757)

3,056

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22. Earnings Per Ordinary Share

(a) Basic earnings per ordinary share

The calculation of basic earnings per ordinary share at 31 December 2010 was based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding calculated as follows:

Group 2010 2009 RM‘000 RM‘000

Profit for the year attributable to owners 15,503 43,836

Group 2010 2009 RM‘000 RM‘000

Weighted average number of ordinary shares

Number of shares in issue at beginning of year (’000) 96,000 96,000

Weighted average number of ordinary shares in issue (’000) 96,000 96,000

Basic earnings per ordinary share (sen) 16.15 45.66

(b) Diluted earnings per ordinary share

There are no dilutive potential ordinary shares.

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23. Dividends

24. Acquisition of property, plant and equipment

During the year, the Group and the Company acquired property, plant and equipment with an aggregate cost of RM97,230,000 (2009: RM130,669,000) and RM1,981,000 (2009: RM1,253,000) of which RM3,059,000 (2009: RM990,000) and RM401,000 (2009: NIL) respectively was acquired under finance leases.

Dividends recognised in the current year by the Company are:

Sen per Total share amount Date of payment RM‘000

2010

2010 - Interim, net of tax 3.75 3,600 10 February 2011

2009 - Final, net of tax 3.75 3,600 31 July 2010

Total amount 7.50 7,200

2009

2008 - Final, net of tax 3.75 3,600 31 July 2009

2009 - Interim, net of tax 3.75 3,600 20 November 2009

Total amount 7.50 7,200

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Leases as lessee

Non-cancellable operating lease rentals are payable as follows:


Less than one year 16,117 52,403 176 233

Between one and five years 21,085 79,532 -- 176

More than five years -- 3,510 -- --

37,202 135,445 176 409

The Group leases a number of buildings under operating leases. The leases typically run for a period of between 2 to 5 years with renewal option included in the contracts. Certain contracts include escalation clauses or contingent rental arrangements computed based on sales achieved while others include fixed rentals for an average of 3 years. There are no restrictions placed upon the Group by entering into these leases.

The Group also leases various plant and machinery under cancellable operating lease agreements. The Group is required to give a 3-month notice for the termination of those agreements.

The Company leases office under operating leases. The leases typically run for a period of 3 years with one year renewal option included in the contracts. Lease payments are increased every 4 years to reflect market rentals. None of the leases includes contingent rentals.

The lease payments and contingent rent recognised in profit or loss during the financial year are disclosed in Note 20.

25. Operating Leases

16,117

21,085

--

37,202

176

--

--

176

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26. Commitments


Plant and machineryContracted but not provided for 65,093 77,067 -- --

Acquisition of a subsidiary/associateAuthorised but not contracted for 494 9,801 -- --

Investment in preference sharesContracted but not provided for and payable -- 4,050 -- 4,050

Capital commitment on Group’s plant and equipment relates to purchase of new vessels, vessel equipments and shipyard machineries and equipment.

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27. Contingent Liabilities

Group 2010 2009 RM‘000 RM‘000

Secured

Bank guarantee given by subsidiaries to third parties 5,996 4,449

Company 2010 2009 RM‘000 RM‘000

Unsecured

Corporate guarantee given to subsidiaries 127,235 108,209

Five former employees of a subsidiary had filed for claims amounting to RM903,000 against the subsidiary for wrongful dismissal. The Directors of the subsidiary are of the opinion that the possibility of an outflow of resources embodying economic benefits is remote. The Directors further believe that the action of the subsidiary is justified in this respect due to the negligence of the employees involved.

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28. Operating Segments

The Group has two reportable segments, which form the main basis of how the Group management and Board of Directors review the Group’s operations on a quarterly basis. The following summary describes the operations in each of the Group’s reportable segments:

transportation and related services, car park operation, bulk mailing and printing services, insurance brokerage, fertiliser trading and etc.

Segment assets

The total of segment asset is measured based on all assets (including goodwill) of a segment.

Plantation Intrapreneur Unallocated Total Venture amount 2010 2009 2010 2009 2010 2009 2010 2009 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Segment profit 18,223 14,648 11,173 (3,927) (5,435) 35,299 23,961 46,020

Included in the measure of segment profit are:

Revenue from external customers 123,884 110,629 248,210 225,851 -- -- 372,094 336,480

Share of profit of associates -- -- 2,174 4,302 -- -- 2,174 4,302

Impairment

- Goodwill -- -- -- (2,704) -- -- -- (2,704)

- Plantation development expenditure -- (347) -- -- -- -- -- (347)

- Asset held for sales -- -- -- (604) -- -- -- (604)

- Other investments -- -- -- -- 63 (540) 63 (540)

Gain from exchange of estate -- -- -- -- -- 38,843 -- 38,843

Allowance for doubtful debts -- -- -- 1,919 -- -- -- 1,919

Finance costs -- -- (8,768) (9,399) (4,022) (3,752) (12,790) (13,151)

Finance income -- -- 556 369 147 73 703 442

Segment assets 186,798 185,798 514,221 427,396 24,833 24,440 725,852 637,634

Included in the segment assets are:

Investments in associates -- -- 30,384 22,310 -- -- 30,384 22,310

The operations of the Group are primarily located in Malaysia and there is no significant concentration of sales to a particular customer.

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Certain comparative figures have not been presented for 31 December 2009 by virtue of the exemption given in paragraph 44AA of FRS 7.

29.1 Categories of financial instruments

All financial assets and liabilities are classified as loans and receivables and other liabilities measured at amortised cost respectively except as stated below:

Carrying Loans and Fair value through 2010 amount receivables profit or loss RM‘000 RM‘000 RM‘000

Group/Company

Financial assets Other investments 7,086 4,000 3,086

29.2 Financial risk management

The Group and the Company has exposure to the following risks from its use of financial instruments:

Credit risks

Credit risk is the risk of a financial loss to the Group and Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s and Company’s exposure to credit risk arises principally from its receivables from third party customers and inter companies

Receivables

Risk management objectives, policies and processes for managing the risk

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis and credit evaluations are performed on customers requiring credit over a certain amount.

Exposure to credit risk, credit quality and collateral

As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in the statement of financial position.

Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are measured at their realisable values. A significant portion of these receivables are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the receivables. Depending on the nature of the industries, any receivables having significant balances past due more than certain number of days, which are deemed to have higher credit risk, are monitored individually.

29. Financial Instruments

7,086 3,086

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Impairment losses

The ageing of trade receivables as at the end of the reporting period was:

Individual Group Gross impairment Net RM‘000 RM‘000 RM‘000

2010

Not past due 15,006 -- 15,006

Past due more than 120 days 964 434 530

24,317 991 23,326

Company

2010

Not past due -- -- --

Past due more than 120 days 299 -- 299

299 -- 299

Movement in the allowance for impairment losses of receivables during the financial year were:

Group Company 2010 2010 RM‘000 RM‘000

At 1 January 1,619 --

Impairment loss recognised 342 --

Impairment loss reversed (21) --

Impairment loss written-off (949) --

At 31 December 991 --

The allowance account in respect of trade receivables is used to record impairment losses. Unless the Group is satisfied that recovery of the amount is possible, the amount considered irrecoverable is written off against the receivable directly.

In determining whether allowance is required to be made, the Group considers financial background of the customers, past transactions and other specific reasons causing these balances to be past due more than 120 days.

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Inter company balances

Risk management objectives, policies and processes for managing the risk

As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement of financial position.

The Group does not specifically monitor the ageing of the amount due from inter companies.The Group monitors instead their individual financial position in assessing its credit risk.

Impairment losses

As at the end of the reporting period, there was no indication that the amount due from inter companies are not recoverable.

Liquidity risk

Liquidity risk is the risk that the Group and Company will not be able to meet its financial obligations as they fall due. The Group’s and Company’s exposure to liquidity risk arises principally from its various payables, loans and borrowings.

The Group and Company maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure, as for as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.


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Maturity analysis

The table below summarises the maturity profile of the Company’s financial liabilities as at the end of the reporting period based on undiscounted contractual payments:

Carrying Contractual Contractual Under 1 - 2 2 - 5 OverGroup amount interest rate/ cash flows 1 year years years 5 years RM‘000 coupon (%) RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

2010

Non-derivative financial liabilities

Revolving credit 7,500 5.30 7,500 7,500 -- -- --

Unsecured term loans 40,000 7.45 40,000 40,000 -- -- --

Trade and other payables 57,020 57,020 57,020 -- -- --

Due to ultimate

holding corporation 790 790 790 -- -- --

Due to holding company 24,438 24,438 24,438 -- -- --

Due to related companies 4,983 4,983 4,983 -- -- -- 399,888 468,449 193,553 46,829 107,756 120,311

Company


Revolving credit 7,500 5.30 7,500 7,500 -- -- --

Unsecured term loans 40,000 7.45 40,000 40,000 -- -- --

Trade and other payables 13,451 13,451 13,451 -- -- --

Due to holding company 21,275 21,275 21,275 -- -- --

Due to subsidiaries 2,174 2,174 2,174 -- -- --

Due to related companies 1,750 1,750 1,750 -- -- --

86,550 86,611 86,290 97 224 --

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Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other prices will affect the Company’s financial position or cash flows.

Currency risk The Group are exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. The currencies giving rise to this risk are primarily U.S. Dollar (“USD”) and Singapore Dollar (“SGD”) and EURO (“EUR”).

The Group does not hedge its financial assets and liabilities denominated in foreign currencies.

Exposure to foreign currency risk

The Group’s exposure to foreign currency (a currency which is other than the currency of the Group entities) risk, based on carrying amounts as at the end of the reporting period was:

Denominated inGroup USD SGD EUR

In thousands of RM

Trade receivables 1,002 -- 69

Trade and other payables (864) (333) (234)

Net exposure 138 (333) (165)

Currency risk sensitivity analysis

A 10% strengthening of the Ringgit Malaysia (“RM”) against the following currencies at the end of the reporting period would have increased / (decreased) equity and post-tax profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remained constant and ignores any impact of forecasted sales and purchases.

Denominated inGroup USD SGD EUR

In thousands of RM

Profit or loss 14 (33) (17)

A 10% weakening of RM against the above currencies at the end of the reporting period would have had equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remained constant.

138

1,002

(864)

69

(234)

(165)

14 (17)


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Interest rate risk

The Group’s and the Company’s investment in fixed rate debt securities and its fixed rate borrowings are exposed to a risk of change in their fair value due to changes in interest rates. The Group’s and the Company’s investments in variable-rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates. Investments in equity securities and short term receivables and payables are not exposed to interest rate risk.

There is no formal hedging policy with respect to interest rate exposure. Exposure to interest rate risk is monitored on an ongoing basis and the Group and the Company endeavour to keep the exposure to an acceptable level.

Exposure to interest rate risk

The interest rate profile of the Group’s and Company’s significant interest-bearing financial instruments, based on carrying amounts as at the end of the reporting period was:

Group Company 2010 2010 RM‘000 RM‘000

Fixed rate instruments

Unquoted subordinated bond 4,000 4,000

Deposits with licensed bank 17,703 5,294

Unsecured term loans (40,000) (40,000)

Secured term loans (126,640) --

Secured finance lease liabilities (6,421) (400)

Bankers’ acceptances (530) --

(151,888) (31,106)

Floating rate instruments

Unsecured revolving credits (7,500) (7,500)

Bank overdraft (7,295) --

Secured term loans (124,271) --

(139,066) (7,500)

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(a) Fair value sensitivity analysis for fixed rate instruments The Group and Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.

(b) Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points (bp) in interest rates at the end of the reporting period would have in creased (decreased) the Group and Company post-tax profit or loss by approximately RM139,000 and RM75,000 respectively and vice versa. This analysis assumes that all other variables remained constant.

Fair value of financial instruments

The carrying amounts of cash and cash equivalents, short term receivables and payables and short term borrowings approximate fair values due to the relatively short term nature of these financial instruments.

The carrying amount of floating rate term loan approximates fair value as its effective interest rate changes accordingly to movements in the market interest rate.

The fair value of investment in quoted shares is disclosed in Note 9.

The fair value of other financial assets and liabilities, together with the carrying amounts shown in the balance sheets, are as follows:

2010 2009Group Carrying Fair Carrying Fair amount value amount value RM‘000 RM‘000 RM‘000 RM‘000


Fixed rate term loan 166,640 166,640 235,587 236,589

Finance lease liabilities 6,421 6,122 4,526 4,408

Financial assets

Unquoted subordinated bond 4,000 4,000 4,000 3,311

Company


Fixed rate term loan 40,000 40,000 40,000 41,002

Finance lease liabilities 400 400 138 138

Financial assets

Unquoted subordinated bond 4,000 4,000 4,000 3,311

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The following summarises the methods used in determining the fair values of financial instruments reflected in the table.

Estimation of fair values


Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period. In respect of finance leases, the market rate of interest is determined by reference to similar lease agreements.

Interest rate used to determine fair value

The interest rate used to discount estimated cash flows, when applicable, are as follows:

2010 2009

Term loan 4.10% - 7.38% 6.50%

Leases 3.40% - 8.70% 2.28% - 3.50%

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30. Capital Management

The main objective in managing capital is to maintain an optimal capital structure and to safeguard the Group and the Company’s ability to continue as a going concern so as to maintain market confidence and sustain future business development.

The Board of Directors monitors the adequacy of capital on an ongoing basis.

There is a capital requirement imposed by the Bank Negara to a subsidiary involving in insurance broking and consultancy. As at to date, the subsidiary has complied with the requirement for shareholders’ funds of a minimum of RM600,000 at any point time. There is no other external restrictions imposed to the Group’s capital requirements.

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31. Related Parties

Identity of related parties

For the purposes of these financial statements, parties are considered to be related to the Group or the Company if the Group or the Company 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 or the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all the Directors of the Group, and certain members of senior management of the Group.

The significant related party transactions of the Group and the Company, other than key management personnel compensation (see Note 20), are as follows:


Holding company

Dividend payable 5,673 5,650 5,673 5,518

Rental payable 291 259 291 247

Purchases 25,573 388 25,573 388

Sales 15,809 4,782 15,809 4,782

Interest charge 797 358 797 358

Ultimate holding corporation

Administrative, secretarial and

corporate fee payable -- 102 -- 95

Training and courses 3,173 2,610 3,170 2,610

Management of car parks 1,190 1,027 -- --

Profit sharing from Persada Parking 2,610 -- 2,610 --

Concession income 930 -- 930 --

Subsidiaries

Dividend receivable -- -- 1,129 4,110

Dividend income -- -- 281 --

Profit sharing from concession

agreement -- -- 1,245 342

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31. Related Parties


Associates

Dividend receivable -- 2,880 -- 2,880

Related companies

Management fee payable 2,549 2,118 2,348 2,118

Sales 108,582 98,079 107,205 98,008

Rental payable 1,282 982 285 --

Management fee receivable 42 62 42 --

Logistic income receivable 178 2,550 -- --

Mailing fee income receivable 2,342 1,698 -- --

Flight charges 350 58 79 58

Insurance payable 163 167 -- --

Purchase of goods -- 29 -- --

Rental income 101 101 -- --

Management of car park 6,166 5,843 416 --

Contract service receivable 1,454 1,503 -- --

Commission receivable 210 -- -- --

Secretarial course 33 -- -- --

Secretarial fee payable 34 -- -- --

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32. Significant Events

The Company and the Group

a. On 23 March 2010, the Company had entered into a conditional Share Purchase Agreement with Commerce-KNB Agro Teroka Sdn. Bhd. in relation to the sale and purchase of 3,800,000 Redeemable Convertible Cumulative Preference Shares (“RCCPS”) of par value 1 sen each being the entire issued preference share capital of Microwell Sdn. Bhd. (“Microwell”) for RM4,500,000 cash.

The proposed acquisition was completed on 23 April 2010. Concurrently, the Company has converted portions of the RCCPS into 1,500,000 ordinary shares of RM1 each in Microwell, representing 60% of the enlarged ordinary share capital of Microwell.

b. On 11 June 2010, the Company had entered into a Sale & Purchase Agreement with Mr. Jeyaratnam a/l Velupillai, Dato’ Abdul Kadir Bin Mohd Deen, Dr Jagjit Singh a/l Bhagwan Singh and Dato’ Mohd Shahrom Bin Mohamad in relation to the sale and purchase 1,125,000 of ordinary shares of par value RM1 each in MIT Insurance Brokers Sdn Bhd (“MIT”), representing 90% of the equity interest, at RM2,025,000.

The proposed acquisition was duly completed on 23 July 2010.

c. During the year, the Company’s 51%-owned subsidiary, E.A. Technique (M) Sdn. Bhd. has acquired additional 4,600,000 equity shares of RM 1 each, representing approximately 12% equity interest in Orkim Sdn. Bhd. (“Orkim”), making Orkim a 49.9% owned associate of the Group.

On 31 January 2011, the Group has exercised its call option pursuant to the Subscription and Shareholders agreement to acquire additional 1% equity interest in Orkim. Thereafter, Orkim becomes a subsidiary of the Group.

The proforma effect on the Group’s assets and liabilities on acquisition date are as follows:

Recognised values on acquisitions RM‘000

Property, plant and equipment 166,955

Intangible assets 518

Investment in associates 14,872

Receivables, deposit and prepayments 9,741

Cash and cash equivalents 11,956

Payables and accruals (136,985)

Minority interests (42,595)

Net identifiable assets and liabilities 24,462

Goodwill on acquisition 4,921

Cumulative investments 29,383

Cash and cash equivalents acquired (11,957)

Net cash outflow 17,426

166,955

518

14,872

9,741

11,956

(136,985)

(42,595)

24,462

4,921

29,383

(11,957)

17,426

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32. Significant Events

d. On 13 December 2010, Metro Parking (M) Sdn. Bhd. (“Metro”), a 75% subsidiary of Sindora had disposed shares in Metro Parking (HK) Limited (“Metro HK”) as follows:

Upon completion of the proposal, Metro HK becomes a 55% subsidiary of Metro.

e. The Company is not in compliance with the required public shareholding spread of 25% as stipulated in the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”).

The Company has made an application to Bursa Malaysia on 8 December 2010 for an extension of time to comply with the public shareholding spread requirement. On 16 March 2011, Bursa Malaysia has granted the Company an extension of time of six months until 30 June 2011 to comply with the public shareholding spread requirement.

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33. Significant Changes in Accounting Policies

33.1 FRS 8, Operating Segments

As of 1 January 2010, the Group determines and presents operating segments based on the information that internally is provided to the Chief Executive Officer, who is the Group’s chief operating decision maker. This change in accounting policy is due to the adoption of FRS 8. Previously operating segments were determined and presented in accordance with FRS 1142004, Segment Reporting.

Comparative segment information has been re-presented. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share.

33.2 FRS 101, Presentation of Financial Statements (revised)

The Group applies FRS 101 (revised) which became effective as of 1 January 2010. As a result, the Group presents all non-owner changes in equity in the consolidated statement of comprehensive income.

Comparative information has been re-presented so that it is in conformity with the revised standard. Since the change only affects presentation aspects, there is no impact on earnings per share.

33.3 FRS 117, Leases

The Group has adopted the amendment to FRS 117. The Group has reassessed and determined that all leasehold land of the Group which are in substance is finance leases and has reclassified the leasehold land to property, plant and equipment. The change in accounting policy has been made retrospectively in accordance with the transitional provisions of the amendment.

The reclassification does not affect the basic and diluted earnings per ordinary share for the current and prior periods.

Certain comparative figures have been restated due to the changes in accounting policies as stated in Note 33 and also to be consistent with current year presentation.

34. Comparative Figures

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35. Supplementary Information on the Breakdown of Realised and Unrealised Profits or Losses

On 25 March 2010, Bursa Malaysia Securities Berhad (“Bursa Malaysia”) issued a directive to all listed issuers pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all listed issuers to disclose the breakdown of the unappropriated profits or accumulated losses as at the end of the reporting period, into realised and unrealised profits or losses.

On 20 December 2010, Bursa Malaysia further issued another directive on the disclosure and the prescribed format of presentation.

The breakdown of the retained earnings of the Group and of the Company as at 31 December 2010, into realised and unrealised profits, pursuant to the directive, is as follows:

2010 Group Company RM‘000 RM‘000

Total retained earnings/(accumulated losses)

of the Company and its subsidiaries:

- realised 128,633 104,321

- unrealised (8,951) (5,927)

119,682 98,394

Less: Consolidation adjustments (16,748) --

Total retained earnings 102,934 98,394

The share of retained earnings/(accumulated losses) from associates are determined to be insignificant and accordingly, not presented above.

The determination of realised and unrealised profits is based on the Guidance of 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, issued by Malaysian Institute of Accountants on 20 December 2010.

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List of Group’s Landed Properties

Sindora Timber Complex Lot 1384 Industrial Area Phase 1Bandar Tenggara 81000 Kulai Johor

60 years lease expiring on

24 Nov 2059(Building age:

11 years)


30 Jan 2041(Building age:

28 years)


30 Jan 2041(Building age:

25 years)

Industrial land and building

Industrial land and building for

office and factory

Factory building

2.56/

/2,344

/5

120

1,396

41

Location/Property Tenure Hectares / Description Net Book Value Year of ‘000 Sq. Ft. as at Acquisition/ 31 December 2010 Revaluation RM‘000

SINDORA BERHAD

Ladang Sindora KB 539 Leasehold 3,939/ Oil palm and 57,782 2006 86009 Kluang expiring on rubber plantations Johor 24 Jan 2086 Sindora Palm No separate title 16/ Palm Oil Mill 5,048 2008 Oil Mill (Part of Ladang Sindora)

Ladang Sungai Tawing KB 531 Leasehold 2,226/ Oil palm 34,762 200986009 Kluang expiring on plantation 27 June 2079

2000

1983

1986

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List of Group’s Landed Properties

Location/Property Tenure Hectares / Description Net Book Value Year of ‘000 Sq. Ft. as at Acquisition/ 31 December 2010 Revaluation RM‘000

No 1, Jalan Temenggong 10 Bandar Tenggara 81000 Kulai, Johor

Leasehold expiring on

18 Apr 2085(Building age:

24 years)

1 unit of double-storey bungalow(staff residence)

/6 58 1987

No. 6, 6A, 6B,37, 37A, 37B,41, 41A, 41B Jalan Perang Taman Pelangi 80000 Johor BahruJohor

Freehold(Building age:

29 years)

4 units of 3-storey shophouses

/8 3,360 1982

No. 17, Jalan Resam Green Plains, Taman Bukit Tiram 81800 Ulu Tiram, Johor

Leasehold(Building age:

21 years)

1 unit of double-storey bungalow(staff residence)

0.5699/ 573 1990

Wisma Pro Office No 6, Jln SBC 6 Taman Sri Batu Caves 68100 Batu Caves Selangor

Freehold(Building age: 6

years)

Office building/22.8 4,425 2005

PRO OFFICE SOLUTIONS SDN BHD

Setiawangsa Business Suites Unit C-3A-3A No.2 Jln Setiawangsa II Taman Setiawangsa 54200 Kuala Lumpur

Freehold(Building age: 5

years)

Office building/6.402 1,334 2006

EA TECHNIQUE (M) SDN BHD

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Shareholdings Statistics as at 3 May 2011

Authorised Share Capital : RM200,000,000Issued and Fully Paid-Up Capital : RM96,000,000Class of Shares : Ordinary Share of RM1/= each

Voting Rights of ShareholdersEvery member of the Company present in person or by proxy shall have one vote on a show of hand and in the case of a poll shall have one vote for every share of which he/she is the holder.

Breakdown of Shareholdings

Size of Shareholdings No. of % No. of Shares % Shareholders

Less than 100 563 23.30 22,746 0.02

100,001 to less than 5% of Issued Capital 18 0.75 10,394,087 10.83

5% and above of Issued Capital 2 0.08 78,395,576 81.66

TOTAL 2,416 100.00 96,000,000 100.00

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Top 30 Securities Account Holders(Without aggregating the securities from different securities accounts belonging to the same depositor)

Name No. of Shares %

1 Kulim (Malaysia) Berhad 71,990,576 74.99

2 Yeoh Kean Hua 6,405,000 6.67

3 PRB Noms (T) Sdn Bhd - A/C Rubber Industry Smallholders Development Authority 1,675,360 1.75

4 Pristine Bay Sdn Bhd 1,399,492 1.46

5 Johan Enterprise Sdn Bhd 1,152,900 1.20

6 Yeoh Meng Ghee 1,088,850 1.13

7 Zalaraz Sdn Bhd 1,016,666 1.06

8 Yeoh Phek Leng 536,952 0.56

9 Kulim (Malaysia) Berhad 533,750 0.56

10 Yeoh Swee Leng 525,210 0.55

11 Johor Ventures Sdn Bhd 470,395 0.49

12 Yeoh Tiong Ghee 427,000 0.44

13 Arshad bin Ayub 313,824 0.33

14 Public Noms (T) Sdn Bhd - A/C Surinder Singh a/l Wassan Singh (E-IMO) 301,025 0.31

15 Lim Kian Huat 208,700 0.22

16 HLB Noms (T) Sdn Bhd - A/C Goh Chu Yong 196,926 0.21

17 Lim Yit Lee 174,535 0.18

18 Muhammad Ali bin Hashim 143,177 0.15

19 Citigroup Noms (T) Sdn Bhd - A/C Yeoh Tiong Ghee (473048) 117,425 0.12

20 A.F.M Shafiqul Hafiz 111,900 0.12

21 Yayasan Arshad Ayub 100,000 0.10

22 Ahamad bin Mohamad 99,928 0.10

23 Siti Sa’diah binti Sh Bakir 99,500 0.10

24 Lim Soo Thean 99,500 0.10

25 Foo Choo Moy 98,260 0.10

26 Wong Shak On 78,400 0.08

27 Mayban Secs Noms (A) Sdn Bhd 74,725 0.08

- A/C DMG & Partners Securities Pte Ltd for Sim Hong Boon

28 RHB Noms (T) Sdn Bhd - A/C Foo Choo Moy 69,898 0.07

29 Kok Foong Teeng 64,050 0.07

30 Lai Siew Ying 64,050 0.07

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Substantial Shareholders(Without aggregating the securities from different securities accounts belonging to the same depositor)

Name Direct Indirect No. of % No. of % Shares Shares

1 Kulim (Malaysia) Berhad - 2 a/cs 72,524,326 75.55 1,871,763 1.95

- Pristine Bay Sdn Bhd 1,399,492 1.46 72,996,597 76.04

- Johor Ventures Sdn Bhd - 2 a/cs 472,271 0.49 73,923,818 77.00

2 Yeoh Kean Hua 6,405,000 6.67 - -

Analysis of Shareholders

No. of % No. of Shares % Shareholders

Malaysian

- Bumiputra 440 18.21 78,828,119 82.11

- Others 1,929 79.84 16,537,302 17.23

Foreigners 47 1.95 634,579 0.66

TOTAL 2,416 100.00 96,000,000 100.00

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NOTICE IS HEREBY GIVEN THAT the Thirty Eighth (38th) Annual General Meeting of SINDORA BERHAD will be held at Permata Room 3, Level B2, The Puteri Pacific Hotel Johor Bahru, Jalan Abdullah Ibrahim, 80000 Johor Bahru, Johor on Wednesday, 22 June 2011 at 12.00 noon for the following purposes:

DENGAN INI DIBERITAHU BAHAWA Mesyuarat Agung Tahunan SINDORA BERHAD kali ke Tiga Puluh Tujuh (37) akan diadakan di Bilik Permata 3, Aras B2, Hotel Puteri Pacific Johor Bahru, Jalan Abdullah Ibrahim, 80000 Johor Bahru, Johor pada hari Rabu, 22 Jun 2011 pada jam 12.00 tengahari bagi tujuan-tujuan berikut:

Notice of Annual General MeetingNotis Mesyuarat Agung Tahunan

ORDINARY BUSINESSES

1. To receive and adopt the Report and the Audited Financial Statements for the financial year ended 31 December 2010 and the Reports of the Directors and Auditors thereon. Resolution 1

2. To approve the final dividend of 5% gross (less

Malaysian income tax) in respect of the financial year ended 31 December 2010. Resolution 2

3. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association:

(i) Rozan Mohd Sa’at (Article 87) Resolution 3(ii) Dato’ Ir Abdul Hak Bin Md Amin (Article 87) Resolution 4(iii) Kamaruzzaman Abu Kassim (Article 93) Resolution 5

4. To consider, and if deemed fit, to pass the following resolutions pursuant to Section 129(6) of the Companies Act, 1965:

“That Tan Sri Dato’ Seri Arshad Ayub, who is over the age of seventy (70), be hereby re-appointed as Director of the Company and to hold office until the next Annual General Meeting of the Company”. Resolution 6

5. To approve the payment of Directors’ fees in respect of the financial year ended 31 December

Resolution 7

6. To appoint Messrs Ernst & Young, having consented to act, as Auditors of the Company for the financial year ended 31 December 2011 in place of the retiring Auditors, Messrs KPMG, to hold office until the conclusion of the next Annual

SEBAGAI URUSAN-URUSAN BIASA:

1. Menerima dan meluluskan Laporan dan Penyata Kewangan Beraudit bagi tahun kewangan berakhir 31 Disember 2010 serta Laporan Pengarah-Pengarah dan Juruaudit berkaitan dengannya. Resolusi 1

2. Meluluskan dividen akhir sebanyak 5% kasar (ditolak cukai pendapatan Malaysia) bagi tahun kewangan berakhir 31 Disember 2010. Resolusi 2

3. Melantik semula Pengarah-Pengarah berikut yang bersara mengikut Tataurusan Syarikat:

(i) Rozan Mohd Saat (Artikel 87) Resolusi 3(ii) Dato’ Ir Abdul Hak Bin Md Amin (Artikel 87) Resolusi 4(iii) Kamaruzzaman Abu Kassim (Artikel 93) Resolusi 5

4. Menimbang, dan jika dianggap wajar, meluluskan resolusi berikut menurut Seksyen 129(6) Akta Syarikat, 1965:

”Bahawa Tan Sri Dato’ Seri Arshad Ayub yang berusia melebihi tujuh puluh (70) tahun, dilantik semula sebagai Pengarah Syarikat bagi tempoh sehingga Mesyuarat Agung Tahunan yang akan datang”. Resolusi 6

5. Meluluskan pembayaran yuran Pengarah bagi

tahun kewangan berakhir 31 Disember 2010. Resolusi 7

6. Melantik Tetuan Ernst & Young yang bersetuju untuk bertindak sebagai Juruaudit Syarikat bagi tahun kewangan berakhir 31 Disember 2011 bagi menggantikan Tetuan KPMG yang akan bersara

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General Meeting and to authorise the Directors to fix their remuneration.

Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965 (a copy of which is attached and marked as “Annexure A” in the 2010 Annual Report) has been received by the Company for the nomination of Messrs Ernst & Young for the appointment as Auditors in place of the retiring Auditors, Messrs KPMG. Resolution 8

7. To transact any other business of which due notice

AS SPECIAL BUSINESSES:

To consider, and if thought fit, to pass the following Resolutions as Ordinary Resolutions:

8. ORDINARY RESOLUTION 1

AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132(D) OF THE COMPANIES ACT, 1965

“THAT pursuant to Section 132(D) of the Companies Act, 1965, the Directors of the Company be and are hereby authorised to allot and issue shares of the Company at any time until the conclusion of the next Annual General Meeting (“AGM”), to such persons upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion shall deem fit provided always that the aggregate number of shares to be allotted and issued shall not exceed ten percent (10%) of the issued share capital of the Company for the time being, subject always to the approval of all relevant regulatory bodies being obtained for such allotment and issue.” (See Explanatory Notes on Special Businesses below) Resolution 9


PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE

“THAT, subject always to the Companies Act, 1965 (“Act”), the provisions of the Articles of Association

dari memegang jawatan sehingga penutupan Mesyuarat Agung Tahunan yang akan datang dan memberi kuasa kepada Pengarah-pengarah untuk menetapkan bayaran mereka.

Notis Pencalonan selaras dengan Seksyen 172(11) Akta Syarikat, 1965 (sesalinan notis dilampirkan dan dinyatakan sebagai ”Annexure A” di dalam Laporan Tahunan 2010) telah diterima oleh Syarikat bagi pencalonan Tetuan Ernst & Young untuk pelantikan Juruaudit bagi menggantikan Tetuan KPMG yang akan bersara. Resolusi 8

7. Menjalankan sebarang urusan Syarikat yang lain di mana notis yang sewajarnya telah diberi.

SEBAGAI URUSAN-URUSAN KHAS:

Untuk mempertimbangkan, dan sekiranya didapati wajar, meluluskan Resolusi-Resolusi Biasa berikut:

8. RESOLUSI BIASA 1 BIDANGKUASA MENERBITKAN SAHAM

MENURUT SEKSYEN 132(D) AKTA SYARIKAT, 1965

“Bahawa menurut Seksyen 132(D) Akta Syarikat 1965, adalah dan dengan ini para Pengarah diberi kuasa untuk memperuntukkan dan menerbitkan saham-saham Syarikat pada bila-bila masa sehingga penutup Mesyuarat Agung Tahunan yang akan datang, kepada sesiapa mengikut terma-terma dan syarat-syarat tertentu dan untuk tujuan-tujuan tertentu sebagaimana para Pengarah mungkin, mengikut budibicara mutlak mereka, fikirkan wajar dengan syarat bahawa agregat bilangan saham yang akan diperuntukkan dan diterbitkan tidak melebihi sepuluh peratus (10%) daripada modal saham Syarikat yang diterbitkan buat ketika ini, tertakluk sentiasa kepada kelulusan pihak-pihak berkuasa yang berkaitan diperolehi bagi peruntukan dan terbitan saham demikian.” (Lihat Nota-Nota Keterangan bagi Urusan-Urusan Khas sebagaimana di bawah) Resolusi 9


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of the Company and the Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, the Company be and is hereby authorised, to the extent permitted by law, to purchase its own ordinary share of RM1.00 each in the Company (“Shares”) as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interests of the Company provided that:

(a) The maximum number of Shares which may be purchased by the Company shall not exceed ten percent (10%) of the total issued and paid-up share capital of the Company for the time being subject to the restriction that the issued and paid-up capital of the Company does not fall below the applicable minimum share capital

(b) The maximum fund to be allocated by the Company for the purpose of purchasing its Shares shall not exceed the retained profits and

and(c) Upon completion of the purchase by the

Company of its own Shares, the Directors of the Company are authorised to deal with the shares so bought-back in their absolute discretion in any of the following manners:

(ii) retain the Shares so purchased as treasury

(iii) retain part of the Shares so purchased as treasury shares and cancel the remainder,

and the treasury shares may be distributed as dividend to the Company’s shareholders and/or resold in the open market in accordance with the relevant rules of Bursa Securities and/or subsequently cancelled.

AND THAT the authority conferred by this

resolution shall continue to be in force until:

(a) the conclusion of the next AGM of the Company at which such resolution was

9. RESOLUSI BIASA 2 CADANGAN PEMBAHARUAN MANDAT

PEMBELIAN-BALIK SAHAM

“BAHAWA tertakluk kepada Akta Syarikat 1965 (“Akta”), peruntukan-peruntukan oleh Tataurusan Syarikat dan Syarat-syarat Penyenaraian (“Syarat Penyenaraian”) oleh Bursa Malaysia Securities Berhad (“Bursa Securities”) dan lain-lain pihak berkuasa yang berkaitan, Syarikat dengan ini diberikuasa pada tahap yang dibenarkan oleh undang-undang untuk membeli saham biasanya bernilai tara RM1.00 sesaham di dalam Syarikat (“Saham”) sebagaimana yang akan ditentukan oleh para Pengarah dari masa kesemasa melalui Bursa Securities berdasarkan terma-terma dan syarat-syarat yang mana para Pengarah beranggapan wajar untuk kepentingan Syarikat dengan syarat:

(a) Bilangan maksima bilangan Saham yang dibeli tidak melebihi sepuluh peratus (10%) dari jumlah modal diterbitkan dan berbayar Syarikat pada bila-bila masa tertakluk kepada had modal yang diterbitkan dan berbayar Syarikat adalah tidak kurang daripada keperluan minima modal Syarikat di bawah Syarat Penyenaraian;

(b) Jumlah maksima dana yang diperuntukan oleh Syarikat bagi tujuan pembelian Saham hendaklah tidak melebihi daripada jumlah keuntungan terkumpul dan akaun premium saham Syarikat; dan

(c) Selepas selesai pembelian Saham oleh Syarikat, Pengarah-pengarah adalah diberikuasa untuk menguruskan Saham yang dibeli balik menurut kuasa mutlak mereka dengan mana-mana cara berikut:(i) batalkan Saham yang dibeli; atau(ii) simpan Saham yang dibeli sebagai

saham perbendaharaan dan dipegang oleh Syarikat; atau

(iii) simpan sebahagian Saham yang dibeli sebagai saham perbendaharaan dan sebahagian lagi dibatalkan.

dan saham perbendaharaan boleh dibahagikan sebagai dividen kepada pemegang-pemegang


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passed, at which time it shall lapse, unless by an ordinary resolution passed at a general

(b) the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant

(c) revoked or varied by a resolution passed by the shareholders of the Company in general meeting,

whichever is earlier.

AND THAT authority be and is hereby unconditionally and generally given to the Directors of the Company to take all such steps as are necessary or expedient (including without limitation, the opening and maintaining of central depository account(s) under the Securities Industry (Central Depositories) Act, 1991) to implement, finalise and give full effect to the Proposed Renewal of Share Buy-Back Mandate with full power to assent to any conditions, modifications, and/or amendments as may be imposed by the relevant authorities and with full power to do all such acts and things thereafter in accordance with the Act, the provisions of the Memorandum and Articles of Association of the Company and the guidelines issued by Bursa Securities and any other relevant authorities.” (See Explanatory Notes on Special Businesses below) Resolution 10


PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AND NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ MANDATE”)

“THAT authority be and is hereby given in line with Chapter 10.09 of the Listing Requirements of the Bursa Securities, for the Company, its subsidiaries or any of them, to renew the shareholders’ mandate and to seek for new shareholders’ mandate for Recurrent Related Party Transactions of Revenue or Trading nature for any of the aforesaid


saham Syarikat dan/atau dijual balik di pasaran terbuka menurut undang-undang yang berkaitan dari Bursa Securities dan/atau seterusnya dibatalkan.

DAN BAHAWA kuasa yang diberikan oleh resolusi ini akan berkuatkuasa sehingga:

(a) selesai Mesyuarat Agung Tahunan Syarikat berikutnya di mana resolusi tersebut diluluskan, di mana kuasa tersebut akan luput kecuali dengan resolusi biasa yang diluluskan di dalam mesyuarat agung, kuasa tersebut akan diperbaharui; atau

(b) tamat tempoh di mana Mesyuarat Agung Tahunan berikutnya akan diadakan menurut Seksyen 143 (1) Akta tersebut (tetapi lanjutannya tidak boleh dilanjutkan seperti yang dibenarkan menurut Seksyen 143 (2) Akta tersebut); atau

(c) dibatalkan atau diubah melalui resolusi yang diluluskan oleh pemegang saham Syarikat dalam mesyuarat agung,

yang mana lebih awal.

DAN BAHAWA para Pengarah dengan ini tanpa syarat dan secara umum diberikuasa untuk melaksanakan semua tindakan-tindakan dan perkara-perkara yang perlu dan berpatutan (termasuk dan tidak terhad untuk membuka dan mengekalkan akaun (akuan-akaun) depositari berpusat di bawah Akta Industri Sekuriti (Depositari Berpusat) 1991) untuk melaksanakan, menyelesaikan dan memberi kesan penuh kepada Cadangan Pembaharuan Mandat Pembelian-Balik Saham dengan kuasa penuh untuk memberi persetujuan kepada sebarang syarat-syarat, pembetulan-pembetulan, dan/atau perubahan-perubahan yang ditetapkan oleh pihak-pihak berkuasa berkaitan dan diberikuasa penuh untuk melaksanakan semua tindakan dan perkara menurut peruntukan-peruntukan Akta, Tataujud dan Tataurusan Syarikat, garis panduan yang dikeluarkan oleh Bursa Securities dan lain-lain pihak-pihak berkuasa berkaitan.” (Lihat Nota-Nota Keterangan bagi Urusan-Urusan Khas sebagaimana di bawah) Resolusi 10

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companies to enter into and to give effect to the

all with the particulars of which are set out in the Circular to Shareholders dated 31 May 2011 (“the Circular”) with the Related Parties as described in the Circular, provided that such transactions are of revenue or trading nature, which are necessary for the day-to-day operations of the Company and/or its subsidiaries, within the ordinary course of business of the Company and/or its subsidiaries, made on an arm’s length basis and on normal commercial terms which those generally available to the public and are not detrimental to the minority

AND THAT the authority conferred by this resolution shall continue to be in force until: (a) the conclusion of the next AGM of the Company

following this AGM, at which time the authority shall lapse unless by an ordinary resolution passed at a general meeting, such authority is

(b) the expiration of the period within which the next AGM after the date that is required by law to be held pursuant to Section 143(1) of the Companies Act (but shall not extent to such extensions as may be allowed pursuant to

(c) revoked or varied by a resolution passed by the shareholders of the Company at a general

AND THAT the Directors of the Company be

authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or give effect to the Proposed Shareholder’ Mandate.” (See Explanatory Notes on Special Businesses below) Resolution 11


10. RESOLUSI BIASA 3 CADANGAN PEMBAHARUAN MANDAT

PEMEGANG SAHAM DAN MANDAT BARU PEMEGANG SAHAM UNTUK TRANSAKSI BERULANG DENGAN PIHAK BERKAITAN YANG BERUNSURKAN PENDAPATAN ATAU DAGANGAN (“CADANGAN MANDAT PEMEGANG SAHAM”)

“BAHAWA dengan ini kuasa diberi selaras dengan Bab 10.09 Syarat-syarat Penyenaraian Bursa Securities (“Syarat-syarat Penyenaraian”), untuk Syarikat, anak-anak syarikatnya atau sesiapa di kalangan mereka untuk memperbaharui mandat pemegang saham bagi Urusniaga Transaksi Berulang Pihak Berkaitan yang berunsurkan pendapatan atau dagangan bagi mana-mana syarikat yang berkaitan untuk mengadakan dan bagi memberikan efek ke atas Uruniaga Transaksi Berulang Pihak Berkaitan tersebut; di mana butiran yang berkaitan seperti yang dinyatakan di dalam Pekeliling kepada Para Pemegang Saham bertarikh 31 Mei 2011 (“Pekeliling tersebut”) dengan pihak-pihak berkaitan seperti yang diterangkan di dalam Pekeliling tersebut dengan syarat transaksi-transaksi tersebut adalah berunsur pendapatan atau dagangan, yang perlu untuk operasi harian Syarikat dan/atau anak-anak syarikatnya, di dalam urusan bisnes biasa Syarikat dan/atau anak-anak syarikatnya, dibuat berdasarkan kesaksamaan dan menurut terma-terma komersial yang kebiasaannya disediakan kepada awam dan tidak merugikan pemegang saham minoriti Syarikat.

DAN BAHAWA kuasa yang diberikan oleh resolusi ini akan berkuatkuasa sehingga:

(a) selesai Mesyuarat Agung Tahunan Syarikat berikutnya selepas Mesyuarat Agung Tahunan ini, di mana kuasa tersebut akan luput kecuali dengan satu resolusi biasa yang diluluskan di dalam mesyuarat agung, kuasa tersebut akan diperbaharui; atau

(b) tamat tempoh di mana Mesyuarat Agung Tahunan berikutnya akan diadakan menurut Seksyen 143(1) Akta tersebut (tetapi lanjutannya tidak boleh dilanjutkan seperti yang dibenarkan menurut Seksyen 143(2)

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NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT NO. 28

Subject to approval of Resolution 2 above, NOTICE IS HEREBY GIVEN THAT a final dividend of 5% gross (less Malaysian income tax) in respect of the financial year ended 31 December 2010 on the entitled issued ordinary share capital of the Company payable on 5 August 2011 to shareholders registered in the Register of Members of the Company with the Registrars, Pro Corporate Management Services Sdn Bhd, Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor at the close of business at 5.00 p.m. on 30 June 2011.

Further, NOTICE IS ALSO HEREBY GIVEN THAT a depositor shall qualify for entitlement only in respect of:

a. Shares transferred into the depositor’s securities accounts before 4.00 p.m. on 30 June 2011 in

b. Shares bought on the Bursa Securities on a cum entitlement basis according to the Rules of the Bursa Securities.

By Order of the BoardSINDORA BERHAD

JAMALLUDIN BIN KALAM (LS 0002710)HANA BINTI AB. RAHIM (LS 0005694)Secretaries

Venue: JOHOR BAHRU

Dated: 31 MAY 2011


Akta tersebut); atau(c) dibatalkan atau diubah melalui resolusi yang

diluluskan oleh pemegang saham Syarikat dalam mesyuarat agung;

yang mana lebih awal.

DAN BAHAWA para Pengarah Syarikat adalah dan dengan ini diberikuasa untuk menyelesaikan dan melakukan semua tindakan dan perkara (termasuk melaksanakan semua dokumen sebagaimana yang diperlukan) sebagaimana mereka fikirkan sesuai atau perlu untuk memberi kesan kepada Cadangan Mandat Pemegang Saham.” (Lihat Nota Keterangan bagi Urusan-Urusan Khas sebagaimana di bawah) Resolusi 11

NOTIS KELAYAKAN DAN PEMBAYARAN DIVIDEN NO. 28

Tertakluk kepada kelulusan Resolusi 2 di atas, DENGAN INI DIBERITAHU BAHAWA dividen akhir sebanyak 5% kasar (ditolak cukai pendapatan Malaysia) bagi tahun berakhir 31 Disember 2010 ke atas saham-saham biasa Syarikat yang berkelayakan akan dibayar pada 5 Ogos 2011 kepada pemegang-pemegang saham berdaftar di Daftar Pemegang Saham Syarikat dengan Pendaftar Saham Syarikat, Pro Corporate Management Services Sdn Bhd, Suite 12B, Tingkat 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor pada penutupan urusniaga pada jam 5.00 petang pada 30 Jun 2011.

DENGAN INI SELANJUTNYA DIBERITAHU BAHAWA pendeposit adalah berkelayakan untuk hak dividen hanya dalam keadaan-keadaan berikut:

a. Saham-saham yang dipindah milik kepada akaun sekuriti pendeposit sebelum jam 4.00 petang pada 30 Jun 2011 berkaitan dengan pindah milik-pindah milik biasa;

b. Saham-saham yang dibeli di Bursa Securities yang berkelayakan berdasarkan kepada peraturan yang ditetapkan oleh Bursa Securities.

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EXPLANATORY NOTES ON SPECIAL BUSINESSES:

Resolution 9The Ordinary Resolution 1 proposed, if passed, is primarily intended to empower the Board of Directors to issue and allot shares at any time and for such purposes as it considers justified in the interest of the Company without the need to convene a general meeting. The authority will, unless otherwise revoked by the shareholders, expires at the next Annual General Meeting of the Company.

The Company had, at the 37th Annual General Meeting held on 21 June 2010, obtained its shareholders’ approval for the general mandate for issuance of shares pursuant to Section 132D of the Companies Act, 1965 (“the Act”). The Company did not issue any new shares pursuant to this mandate obtained as at the date of this notice. The Ordinary Resolution 1 proposed is a renewal of the general mandate for issuance of shares by the Company under Section 132D of the Act. At this juncture, there is no decision to issue new shares. If there should be a decision to issue new shares after the general mandate is obtained, the Company will make an announcement in respect of the purpose and utilisation of proceeds arising from such issue.

The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

Resolution 10The Ordinary Resolution 2 proposed, if passed, will enable the Company to utilise any of its surplus financial resources to purchase its own shares from the market.

Resolution 11The Ordinary Resolution 3 proposed, if passed, is primarily to authorise the Company and/or its unlisted subsidiaries to enter into arrangements or transactions with Related Parties, particulars of which are set out in Section 2.2.4 of the Circular circulated together with this Annual Report, which are necessary for the day-to-day operations of the Group and are based on normal commercial terms that are not favourable to the Related


Dengan Perintah Lembaga PengarahSINDORA BERHAD

JAMALLUDIN BIN KALAM (LS 0002710)HANA BINTI AB. RAHIM (LS 0005694)Setiausaha-Setiausaha

Tempat: JOHOR BAHRU

Tarikh: 31 MEI 2011

NOTA KETERANGAN BAGI URUSAN-URUSAN KHAS:

Resolusi 9

Resolusi Biasa 1 yang dicadangkan, sekiranya diluluskan adalah untuk membolehkan Lembaga Pengarah menerbitkan dan memperuntukkan saham-saham apabila perlu untuk kepentingan Syarikat tanpa perlu mengadakan mesyuarat agung luarbiasa. Kuasa ini akan berakhir pada Mesyuarat Agung Tahunan akan datang kecuali jika dibatalkan oleh para pemegang saham.

Syarikat pada Mesyuarat Agung Tahunan kali ke 37 yang telah diadakan pada 21 Jun 2010 telah memperolehi kelulusan pemegang-pemegang saham bagi bidangkuasa am bagi menerbitkan saham-saham menurut Seksyen 132D Akta Syarikat, 1965 (”Akta”). Sehingga tarikh notis ini dikeluarkan, Syarikat tidak menerbitkan sebarang saham-saham baru sebagaimana bidangkuasa yang diperolehi pada tarikh notis ini. Resolusi Biasa 1 yang dicadangkan adah pembaharuan kepada bidangkuasa am menerbitkan saham-saham Syarikat menurut Seksyen 132D Akta. Pada masa ini, tiada sebarang keputusan dibuat untuk menerbitkan saham-saham baru. Sekiranya keputusan diambil untuk menerbitkan saham-saham baru selepas daripada bidangkuasa am diperolehi, Syarikat akan membuat pengumuman yang berkaitan dengan tujuan dan penggunaan perolehan yang dijana daripada terbitan saham-saham tersebut.

Kuasa yang diberikan akan membenarkan Syarikat melaksanakan sebarang kemungkinan aktiviti

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Parties than those generally made to the public.

Notes:

1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy and vote instead of him. A proxy may but need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a Corporation/Company either under its common seal or under the hand of its attorney duly authorised. Where a member appoints two proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her shareholdings to be represented by each proxy.

3. The instrument appointing a proxy must be deposited at the Registered Office of the Company, at Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor not less than forty eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.


meningkatkan dana, termasuk tetapi tidak terhad kepada penjualan saham-saham, bagi tujuan pembiayaan pelaburan projek-projek akan datang, modal kerja dan/atau pengambilalihan.

Resolusi 10Resolusi Biasa 2 yang dicadangkan, sekiranya diluluskan, adalah untuk membolehkan Syarikat menggunakan mana-mana sumber lebihan kewangannya untuk membeli saham-sahamnya dari pasaran.

Resolusi 11Resolusi Biasa 3 yang dicadangkan, sekiranya diluluskan, adalah khusus untuk memberi kuasa kepada Syarikat dan/atau syarikat-syarikat subsidiarinya yang tidak tersenarai untuk membuat penentuan-penentuan atau transaksi-transaksi dengan Pihak-Pihak Berkaitan, yang mana butirannya diterangkan di dalam Seksyen 2.2.4 di dalam Pekeliling tersebut yang diedarkan bersama-sama dengan Laporan Tahunan ini, yang perlu untuk operasi harian Kumpulan dan yang berdasarkan kepada terma-terma komersial yang lazim yang tidak lebih memihak kepada pihak-pihak berkaitan dari yang ada pada umumnya disediakan untuk awam.

Nota-Nota:

1. Seorang ahli yang berhak menghadiri dan mengundi dalam Mesyuarat ini berhak melantik seorang proksi untuk menghadiri bagi pihak dirinya. Seorang proksi tidak semestinya seorang ahli syarikat.

2. Suratcara perlantikan proksi hendaklah dibuat secara bertulis oleh pelantik atau wakil mutlak yang berkuasa atau jika pelantik adalah sebuah Perbadanan/Syarikat suratcara mestilah disempurnakan di bawah meterai Perbadanan/Syarikat atau di dalam bidang kuasa wakil mutlak. Apabila seorang Ahli melantik dua orang proksi, perlantikan tersebut tidak akan diterima sebagai sah melainkan setelah dinyatakan bilangan saham yang akan diwakili oleh mereka.

3. Suratcara perlantikan proksi hendaklah sampai di Pejabat Berdaftar Syarikat, di Suite 12B, Tingkat 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor tidak lewat dari empat puluh lapan (48) jam sebelum mesyuarat ditetapkan atau sebarang mesyuarat penangguhannya.

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(PURSUANT TO PARAGRAPH 8.27(2) OF THE LISTING REQUIREMENTS OF BURSA SECURITIES)

1. Directors standing for re-election at the Thirty Eighth (38th) Annual General Meeting of the Company are as follows:

(i) Rozan Mohd Sa’at (Article 87) Resolution 3(ii) Dato’ Ir Abdul Hak Bin Md Amin (Article 87) Resolution 4(iii) Kamaruzzaman Abu Kassim (Article 93) Resolution 5(iv) Tan Sri Dato’ Seri Arshad Ayub Section 129(6), Companies Act, 1965

Resolution 6

The profiles of the Directors standing for re-election are on pages 100 to 105.

2. The total number of the Board of Directors’ Meeting held during the financial year ended 31 December 2010 is four (4).

Statement Accompanying the Noticeof Annual General MeetingPenyata Bersama Notis Mesyuarat Agung Tahunan

(SELARAS DENGAN PERUNTUKAN PERENGGAN 8.27(2) SYARAT-SYARAT PENYENARAIAN BURSA SECURITIES)

1. Para Pengarah yang menawarkan diri untuk dipilih semula pada Mesyuarat Agung Tahunan yang ke Tiga Puluh Lapan (38) Syarikat adalah seperti berikut:

(i) Rozan Mohd Sa’at (Artikel 87) Resolusi 3(ii) Dato’ Ir Abdul Hak Bin Md Amin (Artikel 87) Resolusi 4(iii) Kamaruzzaman Abu Kassim (Artikel 93) Resolusi 5(iv) Tan Sri Dato’ Seri Arshad Ayub (Seksyen 129(6), Akta Syarikat, 1965)

Resolusi 6

Profil para Pengarah yang menawarkan diri untuk dipilih semula adalah seperti di mukasurat 100 hingga 105.

2. Bilangan Mesyuarat Lembaga Pengarah yang diadakan pada tahun kewangan berakhir 31 Disember 2010 adalah empat (4).

Proxy Form

* I / We

of

being * a member / members of SINDORA BERHAD, hereby appoint the * Chairman of the meeting or

of

failing him/ her

of

as *my/our Proxy to attend and vote for *me/us and on *my/our behalf at the Thirty Eighth (38th) Annual General Meeting of the Company to be held on Wednesday, 22 June 2011 at 12.00 noon or at any adjournment thereof.

Should you desire to direct your Proxy how to vote on the Resolutions set out in the Notice of Meeting and as summarised below, please indicate with an “X” in the appropriate space. If no specific direction as to voting is given, the Proxy will vote or abstain at his/her discretion.

RESOLUTION FOR AGAINST1. To receive and adopt the Report and the Audited Financial (Resolution 1) Statements 2. To approve the final dividend (Resolution 2)3. To re-elect Director : i. Rozan Mohd Sa’at (Resolution 3) ii. Dato’ Ir Abdul Hak Bin Md Amin (Resolution 4) iii. Kamaruzzaman Abu Kassim (Resolution 5) iv. Tan Sri Dato’ Seri Arshad Ayub (Resolution 6) 4. To approve Directors’ Fees (Resolution 7)5. To appoint Messrs Ernst & Young as the Company’s Auditors in place of the retiring Auditors, Messrs KPMG and to authorise the Directors to determine their remuneration (Resolution 8)6. To approve issuance of shares (Resolution 9)7. To approve proposed renewal of share buy-back mandate (Resolution 10)8. To approve proposed shareholders’ mandate (Resolution 11)

(*) Delete where inapplicable.

Number of Shares held (units)

Signed this day of 2011

Notes: -1. A Member entitled to attend and vote at this meeting, is entitled to appoint a proxy and vote instead of him. A proxy may but need not be a Member of the

Company.2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a

Corporation/Company either under seal or in some other manner approved by its Board of Directors. Where a member appoints two proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.

3. The instrument appointing a proxy must be deposited at the registered office of the Company, at Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor not less than forty eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

(FULL NAME IN CAPITAL LETTERS)

(ADDRESS)

(FULL NAME)

(FULL NAME)

or

Signature of Shareholder(s) /Common Seal of Appointer

SINDORA BERHADSuite 12B, Level 12, Menara Ansar 65 Jalan Trus80000 Johor Bahru Johor, Malaysia

Affix StampHere

fold here

fold here

Borang Proksi

Lekatkan SetemDi Sini

lipat di sini

lipat di sini

SINDORA BERHADSuite 12B, Aras 12, Menara Ansar 65 Jalan Trus80000 Johor Bahru Johor, Malaysia

Documents

Board of Directors' Profile - I3investor