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PROFILE OF DIRECTORS PROFIL PENGARAH-PENGARAH

annual report 2010 / 2011

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DATO' VASEEHAR HASSAN BIN ABDUL RAZACK

Independent Non-Executive Director Pengarah Bebas Bukan Eksekutif Aged 60, Malaysian Appointed on 23 October 2000 Berusia 60 tahun, warganegara Malaysia Dilantik pada 23 Oktober 2000

Dato' Vaseehar Hassan has 28 years of experience in the financial sector. He has a Bachelor's Degree in Accounting, Master in Business Administration as well as Specialised Masters in Consulting and Coaching and is currently pursuing a Doctoral Research at the Vrije Universiteit, Amsterdam.

Dato' Vaseehar Hassan mempunyai 28 tahun pengalaman di bidang kewangan. Beliau yang memegang Ijazah Sarjana Muda dalam Perakaunan, Ijazah Sarjana dalam Pengurusan Perniagaan serta "Specialised Masters in Consulting and Coaching" pada masa ini sedang mengikuti kursus penyelidikan kedoktoran di Vrije Universiteit, Amsterdam.

He also sits on the Board of several other Beliau juga adalah ahli Lembaga Pengarah private limited companies. beberapa syarikat sendirian berhad. He is the Chairman of the Remuneration and Nomination Committees and a Beliau adalah Pengerusi Jawatankuasa member of the Audit Committee of the Imbuhan dan Perlantikan dan ahli Jawatankuasa Audit Syarikat. Company. Save as disclosed on page 157, Dato' Vaseehar Hassan does not hold any securities in the subsidiaries and none of his family members have direct or indirect relationship with any director and/or major shareholder of the Company. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company and has not been convicted of any criminal offences within the past 10 years. He attended six out of the nine Board Meetings held during the financial year. Selain daripada yang telah dinyatakan pada mukasurat 157, Dato' Vaseehar tidak memegang sebarang saham di dalam anak syarikat dan tiada di kalangan ahli keluarga beliau yang mempunyai kaitan, secara langsung atau tidak langsung, dengan mana-mana pengarah dan / atau pemegang saham utama Syarikat. Beliau tidak pernah terlibat dengan apa-apa urusniaga, secara langsung atau tidak langsung yang mempunyai percanggahan kepentingan dengan Syarikat dan tidak pernah disabitkan apa-apa kesalahan jenayah dalam tempoh 10 tahun yang lepas. Beliau telah menghadiri enam daripada sembilan Mesyuarat Lembaga Pengarah pada tahun kewangan semasa.

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DATO' ZULKIFLY @ IBRAHIM BIN AB RAHMAN

Independent Non- Executive Director Pengarah Bebas Bukan Eksekutif Aged 63, Malaysian Appointed on 17 December 2007 Berusia 63 tahun, warganegara Malaysia Dilantik pada 17 Disember 2007

any director and/or major shareholder of the Company. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company and has not been convicted of any criminal offences within the past 10 years. He attended eight out of the nine His career started as Assistant Secretary at Board Meetings held during the financial the Ministry of Foreign Affairs on 7 April 1971 year. and later served as a Second Secretary, Embassy of Malaysia in Manila, Philippines Dato' Zulkifly mempunyai pengalaman on 12 November 1973. In 1977, he was melebihi 35 tahun dalam bidang appointed as First Secretary, Embassy of pentadbiran dan perkhidmatan diplomatik. Malaysia in Yangon, Myanmar. On 16 March Beliau memegang Ijazah Sarjana Muda 1979 he took up the position of Principal Sastera dengan kepujian dari Universiti Assistant Secretary (Administration) at Malaya dan Diploma in Foreign Service Ministry of Foreign Affairs. He later joined dari University of Oxford, United Kingdom. the Embassy of Malaysia in Cairo, Egypt on 17 June 1981 as a Counsellor. In 1987 Beliau memulakan kerjayanya sebagai he was appointed as Deputy Chief of Penolong Setiausaha di Kementerian Luar Protocol, Ministry of Foreign Affairs. He Negeri pada 7 April 1971 dan seterusnya was then posted as the Consul General of ditugaskan sebagai Setiausaha Kedua Malaysia in Medan, Indonesia in 1989 and di Kedutaan Malaysia di Filipina pada 12 in Jeddah, Saudi Arabia on May 1992. He November 1973. Pada tahun 1977, beliau was later appointed as the Ambassador/ dilantik sebagai Setiausaha Pertama di High Commissioner of Malaysia to several Kedutaan Malaysia di Yangon, Myanmar. countries such as in 1993 to Kuwait Pada 16 Mac 1979, beliau seterusnya sebagai Ketua Penolong and concurrently accredited as an dilantik Ambassador to Bahrain, Qatar, Oman and Setiausaha (Pentadbiran) di Kementerian UAE and then to Bangladesh in 1997. He Luar Negeri dan kemudiannya menyertai was also the High Commissioner to New Kedutaan Malaysia di Kaherah, Mesir pada Zealand and concurrently accredited as 17 Jun 1981 sebagai Penasihat Kedutaan. High Commissioner to Cook Islands and Berikutnya pada tahun 1987, beliau telah Niue in 2000 and later held the same dilantik sebagai Timbalan Ketua Protokol position in New Delhi, India from August di Kementerian Luar Negeri. Pada tahun 1989, beliau telah ditugaskan sebagai 2004 to December 2006. Konsul Jeneral di Medan, Indonesia dan Dato' Zulkifly is a member of the Nomination seterusnya ke Jeddah, Arab Saudi pada Mei 1992. Beliau kemudianya dilantik and Audit Committees of the Company. sebagai Duta/Pesuruhjaya Tinggi Malaysia Save as disclosed on page 157, Dato' ke beberapa buah negara seperti di Kuwait Zulkifly does not hold any securities in the pada tahun 1993, dan pada waktu yang subsidiaries and none of his family members sama ditauliahkan serentak sebagai Duta have direct or indirect relationship with Besar Malaysia ke Bahrain, Qatar, Oman Dato' Zulkifly has over 35 years of experience in the administrative and diplomatic service. He has a Bachelor of Art (Hons) from University of Malaya and Diploma in Foreign Service from University of Oxford, United Kingdom.

dan UAE dan seterusnya Bangladesh pada tahun 1997. Beliau juga dilantik sebagai Pesuruhjaya Tinggi Malaysia ke New Zealand dan ditauliahkan serentak ke Kepulauan Cook serta Niue pada tahun 2000 seterusnya memegang jawatan yang sama ke New Delhi, India pada Ogos 2004 hingga Disember 2006. Dato' Zulkifly merupakan Jawatankuasa Perlantikan dan Syarikat. ahli Audit

Selain daripada yang telah dinyatakan pada mukasurat 157, Dato' Zulkifly tidak memegang sebarang saham di dalam anak syarikat dan tiada di kalangan ahli keluarga beliau yang mempunyai kaitan, secara langsung atau tidak langsung, dengan mana-mana pengarah dan / atau pemegang saham utama Syarikat. Beliau tidak pernah terlibat dengan apa-apa urusniaga, secara langsung atau tidak langsung yang mempunyai percanggahan kepentingan dengan Syarikat dan tidak pernah disabitkan apa-apa kesalahan jenayah dalam tempoh 10 tahun yang lepas. Beliau telah menghadiri lapan daripada sembilan Mesyuarat Lembaga Pengarah pada tahun kewangan semasa.

PROFILE OF DIRECTORS PROFIL PENGARAH-PENGARAH

annual report 2010 / 2011

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ABDUL KHUDUS BIN MOHD NAAIM

Independent Non-Executive Director Pengarah Bebas Bukan Eksekutif Aged 57, a Malaysian Appointed on 10 September 2008 Berusia 57 tahun, warganegara Malaysia Dilantik pada 10 September 2008

Mr. Abdul Khudus is a Chartered Accountant in the Malaysian Institute of Accountants, a Fellow, Association of Chartered Certified Accountants United Kingdom, an Associate in the Chartered Malaysian Institute of Taxation, an Associate in the Institute of Co-operative & Management Accountants, Malaysia, and holds a Diploma in Accountancy from Mara Institute of Technology, Malaysia. His career started as an Audit Junior at Arthur Young & Co, Public Accountants, Kuala Lumpur from January 1976 to December 1976 and later served as Audit Senior at Ramoss Jassen & Partners, Chartered Accountants, London from July 1980 to December 1984. He was appointed as Accountant at Islamic Finance House PLC, London from January to December 1985. He joined Syarikat Takaful Malaysia Berhad in January 1986 until August 1993 with the last position as Senior Finance Manager. From September 1993 to December 1996, he was Director of Corporate Affairs at Emile Woolf Group of Colleges, Kuala Lumpur. He later joined SKMN Associates, Chartered Accountants, Malaysia from January 1997 until September 1999 as a Partner. He has been a partner at KS & Associates, Chartered Accountants, Malaysia since October 1999, which has since merged with AKN Arif, Chartered Accountants in August 2008. His directorship as Member of Board of Directors and Audit Committee in other public companies are Inch Kenneth Kajang Rubber PLC and Concrete Engineering Products Bhd. He is also a director of a number of private limited companies. He is the Chairman of the Audit Committee and a member of the Remuneration

Committee of the Company. Save as disclosed on page 157, Abdul Khudus does not hold any securities in the subsidiaries. None of his family members have direct or indirect relationship with any director and/or major shareholder of the Company. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company and has not been convicted of any criminal offences within the past 10 years. He attended eight out of the nine Board Meetings held during the financial year. En. Abdul Khudus adalah Akauntan Bertauliah di Institut Akauntan Malaysia, Fellow di Association of Chartered Certified Accountants United Kingdom, Associate di Institut Percukaian Bertauliah Malaysia, Associate di Institut Akauntan Koperasi dan Pengurusan, Malaysia serta berkelulusan Diploma Perakaunan daripada Institut Teknologi MARA, Malaysia. Beliau memulakan kerjayanya sebagai Juruaudit di Arthur Young & Co, Akauntan Awam, Kuala Lumpur dari Januari 1976 hingga Disember 1976 dan seterusnya sebagai Juruaudit Kanan di Ramoss Jassen & Partners, Akauntan Berkanun, London dari Julai 1980 hingga Disember 1984. Beliau dilantik sebagai Akauntan di Islamic Finance House PLC, London daripada Januari hingga Disember 1985. Beliau menyertai Syarikat Takaful Malaysia Berhad pada Januari 1986 hingga Ogos 1993 dengan jawatan terakhir sebagai Pengurus Kanan Kewangan. Daripada September 1993 sehingga Disember 1996, beliau adalah Pengarah Hal Ehwal Korporat di Kumpulan Kolej Emile Woolf, Kuala Lumpur. Beliau kemudiannya

menyertai SKMN Associates, Akauntan Bertauliah, Malaysia dari Januari 1997 hingga September 1999 sebagai rakan kongsi. Beliau kemudian adalah rakan kongsi di KS & Associates, Akauntan Bertauliah, Malaysia semenjak Oktober 1999, yang telah bergabung dengan AKN Arif, Akauntan Bertauliah mulai Ogos 2008. Beliau juga adalah ahli Lembaga Pengarah dan ahli Jawatankuasa Audit di Inch Kenneth Kajang Rubber PLC dan Concrete Engineering Products Bhd. Beliau juga adalah pengarah bagi beberapa syarikat sendirian berhad. Beliau adalah Pengerusi Jawatankuasa Audit dan ahli Jawatankuasa Imbuhan Syarikat. Selain daripada yang telah dinyatakan pada mukasurat 157, Abdul Khudus tidak mempunyai sebarang pegangan saham di dalam Syarikat atau anak syarikat dan tiada di kalangan ahli keluarga beliau yang mempunyai kaitan secara langsung atau tidak langsung dengan mana-mana pengarah dan / atau pemegang saham utama Syarikat. Beliau tidak pernah terlibat dengan apa-apa urusniaga sama ada secara langsung atau tidak langsung, yang mempunyai percanggahan kepentingan dengan Syarikat dan tidak pernah disabitkan apa-apa kesalahan jenayah dalam tempoh 10 tahun yang lalu. Beliau telah menghadiri lapan daripada sembilan Mesyuarat Lembaga Pengarah pada tahun kewangan semasa.

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UNGKU FARID BIN UNGKU ABD RAHMAN

Independent Non-Executive Director Pengarah Bebas Bukan Eksekutif Aged 57, a Malaysian Appointed on 23 October 2000 Berusia 57 tahun, warganegara Malaysia Dilantik pada 23 Oktober 2000

Ungku Farid is a member of the Malaysian Institute of Accountants and a Fellow of the Chartered Institute of Management Accountants (UK). He holds a Master in Business Administration from Ohio University (USA), in collaboration with Universiti Teknologi MARA (UiTM). His previous work experience was with Pernas NEC Telecommunications Sdn Bhd in 1980. In 1981, he joined Sapura Holdings Sdn Bhd and held several positions before being promoted to Group General Manager, Finance & Accounting in 1989. In 1995 he joined Time Telecommunications Sdn Bhd and in 1997, he joined Tap Resources Berhad as Executive Director Finance before resigning in 1998. He joined Ingress Engineering Sdn Bhd as a director in 1998. He currently sits on the Board of several other private limited companies. Save as disclosed on page 157, Ungku Farid does not hold any securities in the subsidiaries. None of his family members have direct or indirect relationship with any director and/or major shareholder of the Company save and except by virtue of his directorship in Ramdawi Sdn Bhd. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company and has not been convicted of any criminal offences within the past 10 years. He attended all of the nine Board Meetings held during the financial year.

Ungku Farid adalah ahli Institut Akauntan Malaysia dan Fellow Chartered Institute of Management Accountants (UK). Beliau mempunyai Sarjana Pentadbiran Perniagaan dari Ohio University (Amerika Syarikat) secara usaha sama dengan Universiti Teknologi MARA (UiTM). Pengalaman kerjaya beliau termasuk berkhidmat di Pernas NEC Telecommunications Sdn Bhd dalam tahun 1980. Pada tahun 1981, beliau telah menyertai Sapura Holdings Sdn Bhd dan menjawat beberapa jawatan sebelum dinaikkan pangkat sebagai Pengurus Besar Kumpulan, Perakaunan dan Kewangan pada tahun 1989. Dalam tahun 1995, beliau menyertai Time Telecommunications Sdn Bhd dan pada tahun 1997, beliau kemudiannya berkhidmat di Tap Resources Berhad sebagai Pengarah Eksekutif Kewangan sehingga beliau meletakkan jawatan pada tahun 1998. Beliau menyertai Ingress Engineering Sdn Bhd sebagai pengarah pada tahun 1998. Beliau juga adalah ahli Lembaga Pengarah bagi beberapa syarikat sendirian berhad. Selain daripada yang telah dinyatakan pada mukasurat 157. Ungku Farid tidak memegang sebarang saham dalam anak syarikat. Tiada di kalangan ahli keluarga beliau yang mempunyai kaitan secara langsung atau tidak langsung dengan mana-mana pengarah dan / atau pemegang saham utama Syarikat kecuali dan hanya dengan jawatan pengarah yang dipegang di Ramdawi Sdn Bhd. Beliau tidak pernah terlibat dengan apaapa urusniaga sama ada secara langsung atau tidak langsung yang mempunyai percanggahan kepentingan dengan Syarikat dan tidak pernah disabitkan apa-

apa kesalahan jenayah sepanjang 10 tahun yang lalu. Beliau telah menghadiri kesemua sembilan Mesyuarat Lembaga Pengarah pada tahun kewangan semasa.

PROFILE OF DIRECTORS PROFIL PENGARAH-PENGARAH

annual report 2010 / 2011

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ABDUL RAHIM BIN HAJI HITAM

Independent Non-Executive Director Pengarah Bebas Bukan Eksekutif Aged 49, Malaysian Appointed on 1 April 2010 Berusia 49 tahun, warganegara Malaysia Dilantik pada 1 April 2010

Mr. Abdul Rahim holds a Bachelor of Science in Production Engineering and Management from the Loughborough University of Technology, United Kingdom. He started his career at Perusahaan Otomobil Nasional Sdn Bhd (PROTON) in September 1984 until August 1989, when he then joined Alps Electric (M) Sdn Bhd as the Production Manager until September 1990. Subsequently, he joined Sapura Motors Berhad and held various management positions between October 1990 until September 1999, the last being the Deputy Managing Director. In October 1999, he joined Ingress Group as the Managing Director of Ingress Autoventures Co., Ltd. Save as disclosed on page 157, Mr. Abdul Rahim does not hold any securities in the subsidiaries and none of his family members have direct or indirect relationship with any director and/or major shareholder of the Company. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company and has not been convicted of any criminal offences within the past 10 years. He attended all of the six Board Meetings held during the financial year subsequent to his appointment.

En. Abdul Rahim memegang Ijazah Sarjana Muda Kejuruteraan Pengeluaran dan Pengurusan dari Loughborough University of Technology, United Kingdom. Beliau memulakan kerjayanya di Perusahaan Otomobil Nasional Sdn Bhd (PROTON) pada tahun 1984 sehingga Ogos 1989 dan seterusnya menyertai Alps Electric (M) Sdn Bhd sebagai Pengurus Pengeluaran sehingga September 1990. Beliau kemudian menyertai Sapura Motors Berhad dan memegang pelbagai jawatan pengurusan bermula bulan Oktober 1990 sehingga September 1999, yang terakhir sebagai Timbalan Pengarah Urusan. Pada bulan Oktober 1999, beliau menyertai syarikat Kumpulan Ingress sebagai Pengarah Urusan di Ingress Autoventures Co., Ltd. Selain daripada yang telah dinyatakan pada mukasurat 157, Abdul Rahim tidak memegang sebarang saham dalam anak syarikat dan tiada di kalangan ahli keluarga beliau yang mempunyai kaitan secara langsung atau tidak langsung dengan mana-mana pengarah dan / atau pemegang saham utama Syarikat. Beliau tidak pernah terlibat dengan apaapa urusniaga sama ada secara langsung atau tidak langsung yang mempunyai percanggahan kepentingan dengan Syarikat dan tidak pernah disabitkan apaapa kesalahan jenayah sepanjang 10 tahun yang lepas. Beliau telah menghadiri kesemua enam Mesyuarat Lembaga Pengarah pada tahun kewangan semasa semenjak perlantikan beliau.

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Statement of Directors' Responsibility for Preparing the Financial Statements

The directors are required to ensure that financial statements of the Group and the Company for each financial year are prepared in accordance with Financial Reporting Standards, the provisions of the Companies Act, 1965 in Malaysia and the Listing Requirements. The directors are also responsible in ensuring that annual financial statements of the Group and the Company reflect a true and fair view of the state of affairs of the Group and the Company. In the preparation of financial statements, the directors consider that:· · · · the Group and the Company adopt appropriate accounting policies and they are consistently applied; reasonable and prudent judgements and estimates are made; all Financial Reporting Standards in Malaysia are observed; and proper accounting records are kept so that the financial statements are prepared with reasonable accuracy.

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

annual a n n u a l r e port 2010 / 201 1 p o r t 2 0 10 2 0 1 10

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Audit Committee

From left

Dato' Vaseehar Hassan bin Abdul Razack · Abdul Khudus bin Mohd Naaim (Chairman) · Dato' Zulkifly @ Ibrahim bin Ab Rahman · Shamsudin @ Samad bin Kassim

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IIngress C o r p o r a tio n Be r h a d n g r e s s Corporation Berhad

Audit Committee Report

CHAIRMAN Abdul Khudus bin Mohd Naaim Independent and non-Executive Director MEMBERS Dato' Vaseehar Hassan bin Abdul Razack Independent and non-Executive Director Shamsudin @ Samad bin Kassim Independent and non-Executive Director Dato' Zulkifly @ Ibrahim bin Ab Rahman Independent and non-Executive Director

FORMATION OF THE AUDIT COMMITTEE The Audit Committee was formed on 24 October 2000. TERMS OF REFERENCE Duties, Responsibilities and Authority To review and report the following to the Board of Directors of Ingress Corporation Berhad:1. With regards to the external auditor, their audit plan, their evaluation of the system of internal controls, their audit report including reports and management letters thereon and the extent of assistance rendered by the company officials to them. 2. With regards to the internal audit function, the adequacy of its scope, functions, resources, the necessary authority to carry out its work, the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendation of the internal audit function. 3. The review, appraisal or assessment of the performance of the internal audit function staff, approval for any appointment or termination of senior staff member of the internal audit function and keeping abreast of resignations of internal audit members. 4. The quarterly and financial year end financial statements with emphasis on changes in or implementation of major accounting policy changes, significant and unusual events and adherence to accounting standards and other legal requirements. 5. Any related party transaction and conflict of interest situation that may arise within the Group or the Company including any transaction, procedure or course of conduct that raises question of management integrity. 6. The performance of the external auditors and if in their opinion (supported by grounds) the external auditor is not suitable for reappointment; their recommendation to nominate a person or persons as external auditors and any letters of resignation from the external auditors. 7. Any vacancy in the audit committee so that the vacancy be filled within 3 months.

AUDIT COMMITTEE REPORT

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In performing its functions and duties, the Committee shall:1. Have the authority to investigate any matters within its terms of reference and have the resources which it needs to do so without any restriction on access to any information pertaining to the Group and the Company. 2. Have direct communication channels with the external auditors and obtain independent professional or other advice and have meeting with the external auditors without the presence of any executive directors at least once in a financial year. 3. Report to Bursa Malaysia with regard to breaches of listing requirements should the Committee consider that a matter reported to the Board of Directors has not been satisfactorily resolved. 4. Be reviewed by the Board of Directors in term of office and performance of the committee and each of its members at least once every 3 financial years to determine whether the duties are carried out in accordance with the terms of reference. MEETINGS The Committee meets four times annually, or more whenever necessary. Meetings will normally be attended by the Group Financial Controller, the Head of the Internal Audit Department and a representative of the external auditor (if required). Heads of operation units or other Board members may also be called upon to attend meetings. Meeting with the external auditors which is not attended by any executive directors are held twice in a financial year. During the financial year, the Committee met for seven times for the following purposes:a. To review the draft quarterly financial statements and recommending the same to be considered and approved by the Board of Directors for the purpose of making announcements to the Bursa Malaysia. b. To review the financial year end audited financial statements and the external auditors' management letter and management response thereon. c. To discuss with external auditors the audit plan and scope for the financial year as well as the audit procedures to be utilised. d. To review the internal audit department's scope of work, adequacy of resources and coordination with the external auditors. e. To review the reports from the internal audit department and following up on corrective actions taken on issues raised.

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Audit Committee Report

DETAILS OF ATTENDANCE Member Abdul Khudus bin Mohd Naaim Dato' Vaseehar Hassan bin Abdul Razack Shamsudin @ Samad bin Kassim Dato' Zulkifly @ Ibrahim bin Ab Rahman Attendance 7/7 5/7 7/7 6/7

INTERNAL AUDIT FUNCTIONS The Internal Audit functions of the Group and the Company are undertaken by its Internal Audit Department, which reports directly to the Audit Committee. The main role of the Internal Audit Department is to review and assess the effectiveness of the internal control systems and assisting the Group and the Company in its risk management. During the financial year, the Committee had received fifteen (15) reports on the assessment of the Group's internal control from the internal audit department.

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Statement of Internal Control

Introduction In accordance with paragraph 15.26(b) of the Listing Requirements, the Board of Directors is pleased to report on the state of internal control of the Group for the financial year ended 31 January 2011. Responsibility The Board acknowledges the importance of the system of internal control and affirms its responsibility to maintain a sound system in safeguarding the interests of the shareholders. With regards to this, the Board is able to confirm of continuous effort in place to identify risks and to introduce or improve controls in every functional activities. The Board is also aware of inherent limitations in any control system, hence, such system is designed to manage rather than eliminate the risk of failure to achieve business objectives. Such system, therefore, can only provide reasonable assurance against material misstatements or losses. As the Board does not have any direct control over the operations of its associated companies, the Board is not in the position to review the internal control system of its associated companies. This notwithstanding, the Group's interests are served through representation on the Board of the associated companies and receipt and review of periodic management financial statements and enquiries thereon. These representations also provide the Board with information for timely decision making on the continuity of the Groups's investments based on the performance of the associated company. Key elements of internal controls Key elements of the Group's system of internal controls include the following:· A functional organisational structure that defines the level of authority and responsibilities for managing activities. Policies and procedures, updated as necessary, are documented and communicated to relevant personnel for compliance purposes. The Group's operations are being accredited with the OHSAS 18001, MS ISO 14001 and ISO/TS 16949 quality system standards and such quality management systems provided the Group a basis for improving key processes, quality, customer service and customer satisfaction. Proper guidelines for hiring and terminating employees, training programmes for employees, annual performance appraisal and other relevant procedures in place to achieve the objective of ensuring employees are competent to carry out their duties and responsibilities.

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Statement of Internal Control

Key elements of internal controls (continued) · A process for identifying, evaluating and managing significant risks faced by the Group, which has been in place for the financial under review and reviewed by the Board. A clear documentation of the risk management principles and procedures which have been disseminated to all key employees. This document, inter alia, describes the Board's position towards risks and processes in the attainment of the Group's business objectives. A risk management process is in place to ensure that all key risks within the Group are being clearly identified within the framework of its line of business and key functional activities. The Group has in place, a Risk Management Executive Committee which oversees the risk management process. The Risk Management Executive Committee for the Group also handles matters relating to investments, acquisitions or disposal of business. Regular reviews by the Board on the performance of the Group at its meetings and approving any changes in policies that may affect the Group. Other Board committees that have been established with clear terms of reference to ensure effective management and monitoring of the Group's business operations include the Nomination Committee and the Remuneration Committee. A comprehensive annual budget which includes business plans are prepared by all business units and approved by the Board. Operating results are being closely monitored by management against budget and key performance indicators. All major variances and critical operational issues are being followed up with actions taken thereon. Forecasts are revised on a quarterly basis after taking into account significant business factors. An independent Internal Audit Department which reports directly to the Audit Committee conducts ongoing audits to assess the effectiveness of internal controls and highlighting significant risks impacting the Group. The Audit Committee regularly reviews and discusses with key management on the action taken on issues brought up by the internal audit department and the external auditors. During the financial year, fifteen (15) of such reports were received and reviewed by the Committee.

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Internal control weaknesses identified during the period had been addressed and none of these weaknesses have resulted in any material losses, contingencies that would require disclosure in the Annual Report. This statement is made in accordance with the resolution of the Board dated 25 May 2011.

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Additional Compliance Information

In conformance with the Listing Requirements the following information is provided:1. Utilisation of Proceeds Raised from Corporate Proposals There were no proceeds raised from the Company's corporate proposals during the financial year. 2. Share Buy-back The Company did not carry out any share buy-back exercise during the financial year ended 31 January 2011. 3. Options, Warrants or Convertible Securities The Company has not issued any warrants or convertible securities exercised for the financial year ended 31 January 2011. 4. Sanctions and / or Penalties During the financial year, there were no significant sanctions nor penalties imposed on the Group and the Company, directors or management by the relevant regulatory bodies. 5. Non-Audit Fees The amount of non-audit fees paid and payable to the external auditors by the Company and its subsidiaries for the financial year ended 31 January 2011 was RM23,025. 6. Variation in Results There were no profit estimate, forecast or projection issued by the Group and the Company during the financial year ended 31 January 2011. 7. Profit Guarantee There were no profit guarantee given by the Group and the Company during the financial year ended 31 January 2011. 8. American Depository Receipt ("ADR") / Global Depository Receipt ("GDR") The Company did not sponsor any ADR / GDR Programme during the financial year. 9. Material Contracts Save as disclosed hereunder, there are no contracts which are or may be material (not being contracts entered into in the ordinary course of business) which have been entered into by the Company and its subsidiary companies involving directors and substantial shareholders within two (2) financial years preceding this Annual Report:(i) The following agreements dated 9 July 2009 between Ingress and Ingress Sukuk Berhad ("ISB") for the purpose of the extension of the Sukuk Al-Ijarah ("Sukuk") maturity date of the first tranche due on 9 July 2009:(a) (b) (c) (d) Supplementary Ijarah Agreement; Supplementary Purchase Undertaking; Supplementary Sale Undertaking; and Supplementary Declaration of Trust.

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Additional Compliance Information (continued)

9. Material Contracts (continued) (ii) The following agreements dated 8 January 2010 between the Company and ISB for the purpose of an extension of Sukuk maturity date of the first tranche due on 9 January 2010:(a) Second Supplementary Ijarah Agreement; (b) Second Supplementary Declaration of Trust; and (c) Supplemental Deed of Assignment. (iii) The following agreements dated 31 March 2010 for the purpose of the sale of shares in Balfour Beatty Rail Sdn Bhd ("BBRSB") by Multi Discovery Sdn Bhd ("MDSB"):(a) Shareholders Agreement between Balfour Beatty Netherlands B.V. ("BBNBV"), MDSB and BBRSB; (b) Share Sale Agreement between MDSB and BBNBV; and (c) Termination Agreement between Balfour Beatty Investment Holdings Limited, MDSB, Datuk Rameli bin Musa and BBRSB. (iv) The following agreements dated 15 June 2010 for the Syndicated Commodity Murabahah Term Financing Islamic Facility ("CMTF-i") of RM110 million for the purpose of full redemption of the Sukuk:(a) Syndicated Commodity Murabahah Term Financing Islamic Agreement between the Company, Maybank Investment Bank Berhad, Bank Muamalat Malaysia Berhad and Maybank Islamic Berhad; and (b) Security Agency Agreement between the Company, Maybank Investment Bank Berhad, Maybank Islamic Berhad and Bank Muamalat Malaysia Berhad. (v) Share Purchase Agreement dated 29 July 2010 for the disposal of 11.2% equity shares in Ingress Autoventures Co., Ltd by Ingress Precision Sdn Bhd ("IPSB"). Share Sale Agreement dated 12 November 2010 for the disposal of the entire 80% equity shares owned by MDSB in Matrix Power Services Sdn Bhd.

(vi)

(vii) Share Sale Agreement dated 27 January 2011 for the acquisition of 10% equity shares in PT Ingress Malindo Ventures by IPSB. (viii) Sale and Purchase of Shares Agreement dated 16 February 2011 for the disposal of the entire 49% equity shares owned by the Company in Maju Nusa Sdn Bhd. 10. Revaluation Policy Revaluations are made at least once in every three years based on a valuation by an independent valuer on an open market value basis. Any revaluation increase is credited to equity as a revaluation surplus, except to the extent that it reverses a revaluation decreases for the same asset previously recognised as an expense.

annual report 2010 / 2011

53

Corporate Social Responsibility ("CSR")

Incorporating CSR into our yearly programmes has always been an on-going practice within the Company, even before the requirement by Bursa Malaysia to disclose CSR activities came into place. The Group believes the improvement in the conditions surrounding our stakeholders, employees, society and the environment is vital to the growth of the Group. Our corporate social responsibility covers the following key areas:Occupational health and safety Written policies, including any updates as well as any training on occupational health and safety matters are provided to employees. Health and safety activities are also carried out periodically to create awareness and to educate employees on occupational health and safety related matters. Employee welfare and development As of March 2011, the Group has approximately 2,121 employees spread throughout ASEAN in Malaysia, Thailand and Indonesia. Training is provided to the employees based on the training need analysis carried out at the end of each year. The training comprises both technical and soft-skills. Employees are also provided with medical and healthcare insurance and adequate leave and compensation programs which commensurate with their rank and level of employments. Further, the Group acknowledges the need to provide a healthy and balanced lifestyle to its employees. In this aspect, the Group encourages and supports the activities organised by Kelab Kakitangan Ingress such as family day, social events and sports activities. Community welfare The Group is active and aware for the welfare of the community by supporting social objectives in the communities. During the financial year, "zakat" contributions were given to the under privileged communities in Malaysia, Thailand and Indonesia as well as donations channelled to various non-profitable institutions, charitable organisations and religious institutions. Environment preservation The Group emphasises compliance with environmental laws governing plant operations, maintenance and improvement in areas relating to environmental standards, emission standards, energy conservation, housekeeping and storage methods, noise level management and treatment of plant effluents and waste water at all our factories operating locally and abroad. Education and training The Group participates in providing industrial and practical training for undergraduates from local institutes of higher learning as a part of its corporate contribution towards education, in line with its belief that education plays a key role in nation building. Furthermore, Ingress remains a sponsor to Perpustakaan Dar Nur al-Zahra', a public library in Kota Bharu, Kelantan and continues to make annual contributions for its upkeep and running.

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Certification

ISO / TS 16949 : 2009

Sirim Cert No: AR 3219 IATF Cert No: 0102166 Serial No: 0235 For IESB

Sirim Cert No: AR 3220 IATF Cert No: 0102167 Serial No: 0236 For IPSB

Sirim Cert No: AR 3221 IATF Cert No: 0102165 Serial No: 0234 For ITSB

Cert No: TS-2006-0253 Cert No: 01111033571/01 Cert No: 01111033571/02 Cert No: AR 4185 IATF Cert No: 0093571 IATF Cert No: 0121675 IATF Cert No: 0121674 IATF Cert No: 0091719 For FCT For IAV (Rayong) For IAV (Ayutthaya) For PTIMV

ISO 14001 : 2004

Cert No: ER 0445 For IESB

Cert No: ER 0445 For IPSB

Cert No: ER 0445 For ITSB

Cert No: 01104010769 For IAV (Rayong)

OHSAS 18001 : 2007

Cert No: SR 0273 For IESB

Cert No: SR 0273 For IPSB

Cert No: SR 0273 For ITSB

ISO 9001 : 2008

Cert No: AR 2195 For MDSB

Cert No: AR 2196 For RESB

Cert No: AR 3446 For TSSB

annual report 2010 / 2011

55

Audited Financial Statements

CONTENTS

Directors' Report Statement by Directors Statutory Declaration Independent Auditors' Report Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flow Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flow Notes to the Financial Statements Supplementary Information - Break Down of Retained Profits into Realised and Unrealised 156

PAGE

64 - 66 67 67 68 - 69 70 71 - 72 73 74 - 75 76 77 78 79 80 - 155

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Directors' Report Notes to the Financial Statements

31 January 2011

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 January 2011.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and the provision of management services. The principal activities of the subsidiaries are described in Note 15 to the financial statements. There have been no significant changes in the nature of the principal activities during the financial year.

RESULTS

Group RM Profit from continuing operations, net of tax Profit attributable to: Owners of the parent Minority interests 29,782,789 17,124,330 12,658,459 29,782,789 Company RM 3,325,680 3,325,680 3,325,680

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statement. In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS

No dividend has been paid or declared by the Company since the end of the previous financial year. The directors do not recommend the payment of any dividend for the current financial year.

DIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date of this report are: Shamsudin @ Samad bin Kassim Datuk Rameli bin Musa Dato' Vaseehar Hassan bin Abdul Razack Dato' Zulkifly bin Ab Rahman Abdul Khudus bin Mohd Naaim Ungku Farid bin Ungku Abd Rahman Abdul Rahim bin Haji Hitam

DIRECTORS' BENEFITS

Neither at the end of the financial year, nor at any time during that financial year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full-time employee of the Company as shown in Note 10 to the financial statements) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 32 to the financial statements.

DIRECTORS' REPORT NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

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65

DIRECTORS' INTERESTS

According to the register of directors' shareholdings, the interests of directors in office at the end of the financial year in shares in the Company and its related corporations during the financial year were as follows: <--------------------- Number of Ordinary Shares of RM1 Each ----------------------> 1 February 31 January 2010 Acquired Sold 2011 Direct interest: Ordinary shares of the Company Shamsudin @ Samad bin Kassim Datuk Rameli bin Musa Dato' Vaseehar Hassan bin Abdul Razack Abdul Rahim bin Haji Hitam Ungku Farid bin Ungku Abd Rahman Indirect interest: Ordinary shares of the Company Datuk Rameli bin Musa 15,360,000 15,360,000 20,000 8,602,800 12,000 6,000 571,200 30,000 50,000 8,602,800 12,000 6,000 571,200

Datuk Rameli bin Musa, by virtue of his interest in shares of the Company is also deemed interested in shares of all the Company's subsidiaries to the extent the Company has an interest. The other directors in office at the end of the financial year, did not have any interest in shares in the Company and its related corporations during the financial year.

OTHER STATUTORY INFORMATION

(a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps: (i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and (ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise. (b) At the date of this report, the directors are not aware of any circumstances which would render: (i) the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; and (ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading. (c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

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Directors' Report Notes to the Financial Statements

31 January 2011

OTHER STATUTORY INFORMATION (CONTINUED)

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading. (e) As at the date of this report, there does not exist: (i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or (ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year. (f) In the opinion of the directors: (i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and (ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.

SIGNIFICANT EVENTS

In addition to the significant events disclosed elsewhere in this report, other significant events are disclosed in Note 15, 16 and 23 to the financial statements.

SUBSEQUENT EVENTS

Details of subsequent events are disclosed in Note 36 to the financial statements.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the directors dated 25 May 2011.

Shamsudin @ Samad bin Kassim Kuala Lumpur, Malaysia

Datuk Rameli bin Musa

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

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67

Statement by Directors

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

We, Shamsudin @ Samad bin Kassim and Datuk Rameli bin Musa, being two of the directors of Ingress Corporation Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 70 to 155 are drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 January 2011 and of their financial performance and cash flows for the financial year then ended. The information set out in Note 38 to the financial statements have been prepared in accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants. Signed on behalf of the Board in accordance with a resolution of the directors dated 25 May 2011.

Shamsudin @ Samad bin Kassim Kuala Lumpur, Malaysia

Datuk Rameli bin Musa

Statutory Declaration

Pursuant to Section 169(16) of the Companies Act, 1965

I, Affandi bin Mokhtar, being the Chief Financial Officer primarily responsible for the financial management of Ingress Corporation Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 70 to 156 are in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the above named Affandi bin Mokhtar at Kuala Lumpur in Wilayah Persekutuan on 25 May 2011.

Affandi bin Mokhtar

Before me, R. Vasugi Ammal (No: W 480) Commissioner for Oaths Kuala Lumpur

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Ingress Corporation Berhad (Incorporated in Malaysia) 31 January 2011

REPORT ON THE FINANCIAL STATEMENTS

Independent Auditors' Report to the Notes to the Financial Statements Members of

We have audited the financial statements of Ingress Corporation Berhad, which comprise the statements of financial position as at 31 January 2011 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statement of cash flow 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 70 to 155. Directors' responsibility for the financial statements The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors' responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 January 2011 and of their financial performance and cash flows for the financial year then ended.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

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69

Ingress Corporation Berhad (Incorporated in Malaysia) (continued)

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: (a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. (b) We have considered the financial statements and the auditors' reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 15 to the financial statements, being financial statements that are included in the consolidated financial statements. (c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. (d) The auditors' reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment required to be made under Section 174(3) of the Act.

Independent Auditors' Report to the Members of

OTHER MATTERS The supplementry information set out in Note 38 on page 156 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The directors are responsible for the preparation of the supplementry information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. 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.

Ernst & Young AF: 0039 Chartered Accountants Kuala Lumpur, Malaysia 25 May 2011

Nik Rahmat Kamarulzaman bin Nik Ab. Rahman No. 1759/02/12(J) Chartered Accountant

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Consolidated Statement of Comprehensive Income Notes to the Financial Statements

for the Financial Year Ended 31 January 2011 31 January 2011

Note 2011 RM 761,176,699 (651,896,045) 109,280,654 2010 RM 650,622,167 (556,600,116) 94,022,051

Revenue Cost of sales Gross profit Other items of income Interest / finance income Other income Other items of expense Administrative expenses Interest / finance costs Depreciation and amortisation Share of results of associates Profit before tax from continuing operations Income tax expense Profit net of tax Other comprehensive (expenses) / income Revaluation of land and buildings Foreign currency translation Cash flow hedges Other comprehensive (expenses) / income for the financial year, net of tax Total comprehensive income for the financial year

3 4

5 6

597,704 17,906,314

331,976 11,386,463

7

(72,620,988) (16,538,167) (6,108,227) (1,462,181) 31,055,109 (1,272,320) 29,782,789

(62,270,146) (18,554,355) (5,832,580) 492,718 19,576,127 (1,031,794) 18,544,333

8 11

(3,575,977) (3,308,262) (6,884,239) 22,898,550

22,769,403 (876,834) 21,892,569 40,436,902

Profit attributable to: Owners of the parent Minority interests

17,124,330 12,658,459 29,782,789

10,810,863 7,733,470 18,544,333

Total comprehensive income attributable to: Owners of the parent Minority interests

10,669,478 12,229,072 22,898,550 12 22.3

30,887,315 9,549,587 40,436,902 14.1

Basic earnings per share attributable to owners of the parent (sen)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

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71

Consolidated Statement of Financial Position

as at 31 January 2011

Restated 2010 RM Restated 2009 RM

Note

2011 RM

Assets Non-current assets Property, plant and equipment Intangible assets Investment in associates Investment securities Deferred tax assets

13 14 16 17 28

281,171,632 3,543,816 2,820,439 100,000 26,789,424 314,425,311

330,570,499 4,237,021 11,123,718 100,000 23,496,895 369,528,133

297,519,206 5,051,006 10,631,000 100,000 23,676,401 336,977,613

Current assets Inventories Trade receivables Other receivables Tax recoverable Cash and bank balances Assets of disposal group classified as held for sale

18 19 19 21 22

44,979,084 125,505,709 26,759,412 1,312,380 73,015,900 7,239,012 278,811,497 593,236,808

67,579,532 136,224,708 30,378,802 2,144,337 45,246,461 9,599,040 291,172,880 660,701,013

81,967,019 113,942,123 96,937,782 1,641,217 30,598,533 325,086,674 662,064,287

Total assets

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Notes to the Financial Statements Position Consolidated Statement of Financial

31 at 31 January 2011 (continued) as January 2011

Note 2011 RM Restated 2010 RM Restated 2009 RM

Equity and liabilities Current liabilities Borrowings / financing Trade payables Other payables Current tax payable Liabilities directly associated with disposal group classified as held for sale

23 25 25

111,261,595 89,311,355 38,996,563 819,006 6,425,953 246,814,472 31,997,025

298,171,083 96,398,202 51,773,984 450,432 446,793,701 (155,620,821)

299,330,560 108,923,709 67,435,946 1,813,676 477,503,891 (152,417,217)

22

Net current assets / (liabilities) Non-current liabilities Borrowings / financing Deferred tax liabilities

23 28

119,860,588 5,006,164 124,866,752 371,681,224 221,555,584

12,678,169 5,026,962 17,705,131 464,498,832 196,202,181

28,795,117 28,795,117 506,299,008 155,765,279

Total liabilities Net assets Equity attributable to owners of the parent Share capital Reserves Minority interests Total equity Total equity and liabilities

26 27

76,800,000 76,963,486 153,763,486 67,792,098 221,555,584 593,236,808

76,800,000 67,998,931 144,798,931 51,403,250 196,202,181 660,701,013

76,800,000 37,111,616 113,911,616 41,853,663 155,765,279 662,064,287

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

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73

Consolidated Statement of Changes in Equity

for the Financial Year Ended 31 January 2011

<-----------Attributable <-----------Share Capital RM At 1 February 2009 Total comprehensive income for the financial year At 31 January 2010 At 1 February 2010 As previously stated Effect of adopting FRS 139 As restated Total comprehensive income for the financial year Acquisition by minority interest Dividends on ordinary shares At 31 January 2011 76,800,000 1,024,000 (854,679) (2,291,911 ) 25,293,390 1,610,224 (3,308,262) 17,124,330 10,669,478 12,229,072 7,379,625 (3,219,849) 67,792,098 22,898,550 7,379,625 (3,219,849 ) 221,555,584 76,800,000 76,800,000 1,024,000 1,024,000 26,148,069 26,148,069 3,902,135 3,902,135 (1,704,923) 36,924,727 144,798,931 (1,704,923) 51,403,250 51,403,250 196,202,181 (1,704,923 ) 194,497,258 76,800,000 1,024,000 20,645,043 26,148,069 (568,591 ) 3,902,135 10,810,863 30,887,315 9,549,587 51,403,250 40,436,902 196,202,181 76,800,000 Share Premium RM 1,024,000 to Owners of the Non-Distributable Foreign Revaluation Exchange Reserves Reserve RM RM 5,503,026 4,470,726 -------------> Hedging Reserve RM Parent Distributable Retained Profits RM Minority Interests RM 41,853,663 Total Equity RM 155,765,279 ----------->

Total RM

26,113,864 113,911,616

36,924,727 144,798,931

(1,704,923) 36,924,727 143,094,008

(5,013,185) 54,049,057 153,763,486

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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Consolidated Statement of Cash Notes to the Financial StatementsFlow

for January 2011 31 the Financial Year Ended 31 January 2011

Restated 2011 RM Cash Flows from Operating Activities Profit before tax from continuing operations Adjustments for: Interest / finance income (including profit sharing on Mudharabah deposits) Interest / finance costs Amortisation of intangible assets Property, plant and equipment - depreciation - gain on disposal - written off Intangible assets written off Gain on disposal of investment in an associate company Loss on disposal of investment in a subsidiary company Allowance for doubtful debts Provision for foreseeable losses Impairment loss of goodwill Net unrealised foreign exchange gain Share of results of associates Provision for obsolete inventories Write-down of inventories Operating profit before working capital changes Decrease in inventories Decrease in receivables Decrease in payables Cash generated from operations Interest / finance costs paid Taxes paid Net cash generated from operating activities 68,078,987 (6,566,776) 199,895 3,488 (7,619,088) 1,421,615 341,747 3,612,461 (5,703) 1,462,181 2,333,146 110,930,712 20,267,302 12,463,708 (20,006,009) 123,655,713 (16,538,167) (3,385,116) 103,732,430 50,860,237 (37,778 ) 7,026,528 1,073,879 223,934 221,792 (2,090,653 ) (492,718 ) 41,704 95,842,923 14,345,783 9,748,128 (26,261,543 ) 93,675,291 (18,554,355 ) (3,054,321 ) 72,066,615 (597,704) 16,538,167 673,187 (331,976 ) 18,554,355 1,217,492 31,055,109 19,576,127 2010 RM

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

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75

Consolidated Statement of Cash Flow

for the Financial Year Ended 31 January 2011 (continued)

Restated 2011 RM Cash Flows from Operating Activities Purchase of property, plant and equipment Purchase of intangible assets Proceeds from disposal of property, plant and equipment Proceeds from disposal of investment in a subsidiary company Proceeds from disposal of investment in an associate company Acquisition of an associate company Interest / finance income received Net cash generated from / (used in) investing activities Cash Flows from Financing Activities Placement of deposits with licensed banks under lien Redemption of Sukuk Al-Ijarah Net drawdown of Syndicated CMTF-i Net repayment of term loan Net repayment of hire purchase and lease financing Net (repayment) / drawdown of short term borrowings / financing Dividends paid Net cash used in financing activities Net increase in cash and cash equivalents Effects of foreign exchange rate changes Cash and cash equivalents at beginning of the financial year Cash and cash equivalents at end of the financial year (Note 21) (2,259,423) (139,997,500) 105,000,000 (804,222) (2,160,410) (40,102,938) (3,219,849) (83,544,342) 25,046,983 2,941,405 14,006,800 41,995,188 (3,410,450 ) (5,002,500 ) (20,569,865 ) (3,102,034 ) 10,640,887 (21,443,962 ) 14,613,839 (3,984,145 ) 3,377,106 14,006,800 (32,783,317) (189,659) 21,308,022 6,337,403 11,400,000 (1,811,258) 597,704 4,858,895 (36,189,292 ) (196,500 ) 45,002 331,976 (36,008,814 ) 2010 RM

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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Notes to the Financial Statements Statement of Comprehensive Income

31 the Financial Year Ended 31 January 2011 for January 2011

Note 2011 RM Revenue Other items of income Interest / Finance income Other income Other items of expense Administrative expenses Depreciation and amortisation Interest / Finance costs Profit / (loss) before tax from continuing operations Income tax expense Profit / (loss) net of tax Total comprehensive income / (expenses) for the financial year 7 8 11 (9,247,475) (174,090) (5,225,491) 4,492,347 (1,166,667) 3,325,680 3,325,680 (6,211,833 ) (168,432 ) (3,291,622 ) (3,451,628 ) (949,131 ) (4,400,759 ) (4,400,759 ) 5 6 5,175,923 155,263 1,907,239 131,516 3 13,808,217 2010 RM 4,181,504

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

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77

Statement of Financial Position

as at 31 January 2011

Note 2011 RM Assets Non-current assets Property, plant and equipment Intangible assets Investments in subsidiaries Investment in an associate Other receivables 13 14 15 16 19 937,029 9,882 108,653,883 93,750,000 203,350,794 Current assets Other receivables Cash and bank balances 19 21 51,419,941 3,765,096 55,185,037 Total assets Equity and liabilities Current liabilities Borrowings / financing Other payables Total liabilities Net current liabilities Non-current liabilities Borrowings / financing Total liabilities Net assets Equity attributable to owners of the parent Share capital Reserves Total equity Total equity and liabilities 26 27 76,800,000 5,878,009 82,678,009 258,535,831 76,800,000 2,552,329 79,352,329 164,091,370 23 95,634,474 175,857,822 82,678,009 84,739,041 79,352,329 23 25 15,075,053 65,148,295 80,223,348 (25,038,311) 5,002,245 79,736,796 84,739,041 (30,552,840 ) 258,535,831 48,693,888 5,492,313 54,186,201 164,091,370 274,659 16,627 108,653,883 960,000 109,905,169 2010 RM

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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Statement of Changes in Equity Notes to the Financial Statements

for the Financial Year Ended 31 January 2011 31 January 2011

Share Capital RM At 1 February 2009 Total comprehensive expenses for the financial year At 31 January 2010 At 1 February 2010 Total comprehensive income for the financial year At 31 January 2011 76,800,000 76,800,000 76,800,000 76,800,000 Distributable Retained Profits RM 6,953,088 (4,400,759) 2,552,329 2,552,329 3,325,680 5,878,009

Total RM 83,753,088 (4,400,759 ) 79,352,329 79,352,329 3,325,680 82,678,009

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

79

Statement of Cash Flow

for the Financial Year Ended 31 January 2011

2011 RM Cash Flows from Operating Activities Profit / (loss) before tax from continuing operations Adjustments for: Interest / Finance income Dividend income Interest / Finance costs Depreciation of property, plant and equipment Amortisation of intangible assets Gain on disposal of property, plant and equipment Property, plant and equipment written off Impairment loss on investment in an associate company Net unrealised foreign exchange loss Operating profit / (loss) before working capital changes Increase in other receivables (Decrease) / increase in other payables Cash used in operations Interest / Finance costs paid Taxes paid Net cash used in operating activities Cash Flows from Investing Activities Purchase of property, plant and equipment Purchase of intangible assets Proceeds from disposal of property, plant and equipment Interest / Finance income received Dividend received Net cash generated from investing activities Cash Flows from Financing Activities Net drawdown of Syndicated CMTF-i Net repayment of hire purchase and lease financing Net cash generated from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the financial year Cash and cash equivalents at end of the financial year (Note 21) 105,000,000 (92,016) 104,907,984 (1,710,142) 2,490,068 779,926 (65,173 ) 2,555,241 2,490,068 (70,200) 15,000 5,175,923 3,500,000 8,620,723 (6,170 ) (1,650 ) 1 1,907,240 2,000,000 3,899,421 (5,175,923) (4,666,667) 5,225,491 167,345 6,745 (14,500) 56,358 960,000 1,051,196 (96,461,405) (14,588,501) (109,998,710) (5,225,491) (14,648) (115,238,849) (1,907,240 ) (2,000,000 ) 3,291,622 156,744 11,688 19,774 (3,879,040 ) (7,565,874 ) 10,786,590 (658,324 ) (3,291,622 ) (14,648 ) (3,964,594 ) 4,492,347 (3,451,628 ) 2010 RM

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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Notes toto the Financial Statements Notes the Financial Statements

31 January 2011 31 January 2011

1. CORPORATE INFORMATION

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of the Bursa Malaysia Securities Berhad. The registered office of the Company is located at Lot 2778, Fifth Floor, Jalan Damansara, Sungai Penchala, 60000 Kuala Lumpur. The principal activities of the Company are investment holding and the provision of management services. The principal activities of the subsidiaries are described in Note 15. There have been no significant changes in the nature of the principal activities during the financial year. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 25 May 2011.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards ("FRSs") and the Companies Act, 1965 in Malaysia. At the beginning of the current financial year, the Group and the Company adopted new and revised FRS which are mandatory for financial periods beginning on or after 1 January 2010 as described fully in Note 2.2. The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below. The financial statements are presented in Ringgit Malaysia ("RM") except when otherwise indicated. 2.2 Changes in accounting policies The accounting policies adopted are consistent with those of the previous financial year except as follows: On 1 February 2010, the Group and the Company adopted the following new and amended FRS and IC Interpretations mandatory for annual financial periods beginning on or after 1 January 2010. FRS 7 FRS 8 FRS 101 FRS 123 FRS 139 Amendments to FRSs FRS 1 FRS 2 FRS 117 FRS 127 FRS 132 FRS 139 FRS 7 Financial Instruments: Disclosure Operating Segments Presentation of Financial Statements (Revised) Borrowing Costs Financial Instruments: Recognition and Measurement First-time Adoption of Financial Reporting Standards Share-based Payment ­ Vesting Conditions and Cancellations Leases Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate Financial Instruments: Presentation Financial Instruments: Recognition and Measurement Financial Instruments: Disclosures

NOTES TO THETHE FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.2 Changes in accounting policies (continued) On 1 February 2010, the Group and the Company adopted the following new and amended FRS and IC Interpretations mandatory for annual financial periods beginning on or after 1 January 2010. (continued) Improvements to FRS issued in 2009 IC Interpretation 9 Reassessment of Embedded Derivatives IC Interpretation 10 Interim Financial Reporting and Impairment IC Interpretation 11 FRS 2 ­ Group and Treasury Share Transactions IC Interpretation 13 Customer Loyalty Programmes IC Interpretation 14 FRS 119 ­ The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction FRS 4: Insurance Contracts and TRi-3: Presentation of Financial Statements of Islamic Financial Institutions will also be effective for annual periods beginning on or after 1 January 2010. These FRS are, however, not applicable to the Group or the Company. Adoption of the above standards and interpretations did not have any effect on the financial performance or position of the Group and of the Company except for those discussed below: (a) FRS 7: Financial Instruments: Disclosures Prior to 1 February 2010, information about financial instruments was disclosed in accordance with the requirements of FRS 132: Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. The Group and the Company have applied FRS 7 prospectively in accordance with the FRS 7 transitional provisions. Hence, the new disclosures have not been applied to the comparatives. The new disclosures are included throughout the Group's and the Company's financial statements for the financial year ended 31 January 2011. (b) FRS 8: Operating Segments FRS 8, which replaces FRS 114: Segment Reporting, specifies how an entity should report information about its operating segments, based on information about the components of the entity that is available to the chief operating decision maker for the purposes of allocating resources to the segments and assessing their performance. The Standard also requires the disclosure of information about the products and services provided by the segments, the geographical areas in which the Group operates, and revenue from the Group's major customers. The Group concluded that the reportable operating segments determined in accordance with FRS 8 are the same as the business segments previously identified under FRS 114. (c) FRS 101: Presentation of Financial Statements (Revised) The revised FRS 101 introduces changes in the presentation and disclosures of financial statements. The revised Standard separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with all non-owner changes in equity presented as a single line. The Standard also introduces the statement of comprehensive income, with all items of income and expense recognised in profit or loss, together with all other items of recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Group and the Company have elected to present this statement as one single statement.

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Notes toto the Financial Statements Notes the Financial Statements

31 January 2011 31 January 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.2 Changes in accounting policies (continued) (c) FRS 101: Presentation of Financial Statements (Revised) (continued) In addition, a statement of financial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the classification of items in the financial statements. The revised FRS 101 also requires the Group to make new disclosures to enable users of the financial statements to evaluate the Group's objectives, policies and processes for managing capital (Note 35). The revised FRS 101 was adopted retrospectively by the Group and the Company. (d) FRS 139: Financial Instruments: Recognition and Measurement FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. In accordance with the transitional provisions of FRS 139, the applicable changes are applied prospectively and the comparatives as at 31 January 2010 are not restated. Instead, the changes have been accounted for by restating the following opening balances in the statements of financial position and the statements of changes in equity as at 1 February 2010 as follows: As previously reported (audited) RM'000 Consolidated statement of financial position Current assets Investment in associates Equity Hedging reserves Effect of FRS 139 RM'000

As restated RM'000

11,124

(1,705 )

9,419

-

(1,705 )

(1,705 )

(e) FRS 117: Leases Prior to 1 January 2010, for all leases of land and buildings, if title is not expected to pass to the lessee by the end of the lease term, the lessee normally does not receive substantially all of the risks and rewards incidental to ownership. Hence, all leasehold land held for own use was classified by the Group as operating lease and where necessary, the minimum lease payments or the up-front payments made were allocated between the land and the building elements in proportion to the relative fair values for leasehold interests in the land element and building element of the lease at the inception of the lease. The up-front payment represented prepaid lease payments and were amortised on a straight-line basis over the lease term. The amendments to FRS 117: Leases clarify that leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets. They also clarify that the present value of the residual value of the property in a lease with a term of several decades would be negligible and accounting for the land element as a finance lease in such circumstances would be consistent with the economic position of the lessee. Hence, the adoption of the amendments to FRS 117 has resulted in certain unexpired land leases to be reclassified as finance leases. The Group has applied this change in accounting policy retrospectively and certain comparatives have been restated.

NOTES TO THETHE FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

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83

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 2.2 Changes in accounting policies (continued)

(e) FRS 117: Leases (continued) The following are effects to the consolidated statement of financial position as at 31 January 2011 arising from the above change in accounting policy: Group 2011 RM'000 Increase / (decrease) in: Property, plant and equipment Prepaid land lease payment The following comparatives as at 31 January 2010 have been restated: As previously reported (audited) RM'000 Consolidated statement of financial position Non-current assets Property, plant and equipment Prepaid land lease payment Consolidated statement of cash flow Depreciation of property, plant and equipment Amortisation of prepaid land lease payment 50,350 510 510 (510 ) 50,860 -

15,874 (15,874 )

Adjustments RM'000

As restated RM'000

314,306 16,265

16,265 (16,265 )

330,571 -

2.3

Standards issued but not yet effective The Group has not adopted the following standards and interpretations that have been issued but not yet effective: Effective for financial periods beginning on or after 1 March 2010 Amendments to FRS 132 Classification of Rights Issues

Effective for financial periods beginning on or after 1 July 2010 FRS 1 FRS 3 Amendments to FRSs FRS 2 FRS 5 FRS 127 FRS 138 Amendments to IC Interpretation 9 IC Interpretation 12 IC Interpretation 16 IC Interpretation 17 First-time Adoption of Financial Reporting Standards Business Combinations (Revised) Share-based Payment Non-current Assets Held for Sale and Discontinued Operations Consolidated and Separate Financial Statements Intangible Assets Reassessment of Embedded Derivatives Service Concession Arrangements Hedges of a Net Investment in a Foreign Operation Distributions of Non-cash Assets to Owners

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Notes toto the Financial Statements Notes the Financial Statements

31 January 2011 31 January 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3 Standards issued but not yet effective (continued) Effective for financial periods beginning on or after 1 January 2011 Amendments to FRS 1 Amendments to FRS 7 Amendments to FRS 2 IC Interpretation 4 IC Interpretation 18 Limited Exemption from Comparative FRS 7 Disclosures for First-Time Adopters Improving Disclosures about Financial Instruments Share-based Payment - Group Cash Settled Share-based Payment Transactions Determining Whether an Arrangement Contains a Lease Transfer of Assets from Customers

Effective for financial periods beginning on or after 1 July 2011 IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments

Effective for financial periods beginning on or after 1 January 2012 FRS 124 IC Interpretation 15 Related Party Disclosures (Revised) Agreements for the Construction of Real Estate

Except for the changes in accounting policies arising from the adoption of the revised FRS 3 and the Amendments to FRS 127, as well as the new disclosures required under the Amendments to FRS 7, the directors expect that the adoption of the other standards and interpretations above will have no material impact on the financial statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of the revised FRS 3 and the Amendments to FRS 127 are described below. Revised FRS 3: Business Combinations and Amendments to FRS 127: Consolidated and Separate Financial Statements The revised standards are effective for annual periods beginning on or after 1 July 2010. The revised FRS 3 introduces a number of changes in the accounting for business combinations occurring after 1 July 2010. These changes will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs, and future reported results. The Amendments to FRS 127 require that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as an equity transaction. Therefore, such transactions will no longer give rise to goodwill, nor will they give rise to a gain or loss. Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. Other consequential amendments have been made to FRS 107: Statement of Cash Flows, FRS 112: Income Taxes, FRS 121: The Effects of Changes in Foreign Exchange Rates, FRS 128: Investments in Associates and FRS 131: Interests in Joint Ventures. The changes from revised FRS 3 and Amendments to FRS 127 will affect future acquisitions or loss of control and transactions with minority interests. The standards may be early adopted. However, the Group does not intend to early adopt. 2.4 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to on the transactions and events in similar circumstances. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

NOTES TO FINANCIAL STATEMENTS NOTES TO THETHE FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

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85

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.4 Basis of consolidation (continued) Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in other comprehensive income. The cost of a business combination is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the business combination. Any excess of the cost of business combination over the Group's share in the net fair value of the acquired subsidiary's identifiable assets, liabilities and contingent liabilities is recorded as goodwill on the statement of financial position. The accounting policy for goodwill is set out in Note 2.8(a). Any excess of the Group's share in the net fair value of the acquired subsidiary's identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in statement of comprehensive income on the date of acquisition. When the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are reassessed on acquisition unless the business combination results in a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required under the contract. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. 2.5 Transactions with minority interests Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from parent shareholders' equity. Transactions with minority interests are accounted for using the entity concept method, whereby, transactions with minority interests are accounted for as transactions with owners. On acquisition of minority interests, the difference between the consideration and book value of the share of the net assets acquired is recognised directly in equity. Gain or loss on disposal to minority interests is recognised directly in equity. 2.6 Foreign currency (a) Functional and presentation currency The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Ringgit Malaysia ("RM"), which is also the Company's functional currency. (b) Foreign currency transactions Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

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Notes toto the Financial Statements Notes the Financial Statements

31 January 2011 31 January 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.6 Foreign currency (continued) (b) Foreign currency transactions (continued) Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in statements of comprehensive income except for exchange differences arising on monetary items that form part of the Group's net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to consolidated statement of comprehensive income on disposal of the foreign operation. Exchange differences arising on the translation of non-monetary items carried at fair value are included in consolidated statement of comprehensive income for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity. (c) Foreign operations The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income and accumulated in equity under foreign currency translation reserve relating to that particular foreign operation is recognised in consolidated statement of comprehensive income. Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the reporting date. 2.7 Property, plant and equipment and depreciation All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and to the Company and the cost of the item can be measured reliably. Subsequent to recognition, property, plant and equipment except for land and buildings are measured at cost less accumulated depreciation and accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group and the Company recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in statement of comprehensive income as incurred. Land and buildings are measured at fair value less accumulated depreciation on buildings and leasehold land and impairment losses recognised after the date of the revaluation. Valuations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from the fair value of the land and buildings at the reporting date.

NOTES TO THETHE FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

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87

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.7 Property, plant and equipment and depreciation (continued) Any revaluation surplus is recognised in other comprehensive income and accumulated in equity under the revaluation reserves, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in statement of comprehensive income, in which case the increase is recognised in statements of comprehensive income. A revaluation deficit is recognised in statements of comprehensive income, except to the extent that it offsets an existing surplus on the same asset carried in the revaluation reserves. Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. The revaluation surplus included in the revaluation reserves in respect of an asset is transferred directly to retained earnings on retirement or disposal of the asset. Freehold land has an unlimited useful life and therefore is not depreciated. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group and the Company will obtain ownership by the end of the lease term. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: Leasehold land Buildings Plant and machinery Motor vehicles, office equipment, furniture and fittings, renovations and fixtures. 2% 2% 10% - 40% 10% - 20%

Tooling equipment utilised for specific product model included in plant and machinery are depreciated using units of production method. Assets under construction are not depreciated as these assets are not yet available for use. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The residual value, useful life and depreciation method are reviewed at the end of each financial year, and adjusted prospectively, if appropriate. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the statements of comprehensive income in the financial year the asset is derecognised.

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Notes the Financial Statements Notes toto the Financial Statements

31 January 2011 31 January 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.8 Intangible assets (a) Goodwill Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group's cash-generating units that are expected to benefit from the synergies of the combination. The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the statement of comprehensive income. Impairment losses recognised for goodwill are not reversed in subsequent periods. Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed off in this circumstance is measured based on the relative fair values of the operations disposed off and the portion of the cash-generating unit retained. Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 2.6(b). Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1 January 2006 are deemed to be assets and liabilities of the Company and are recorded in RM at the rates prevailing at the date of acquisition. (b) Other intangible assets Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial acquisition, intangible assets are measured at cost less any accumulated amortisation and accumulated impairment losses. Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at least at the end of the financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in statements of comprehensive income.

NOTES TO THETHE FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.8 Intangible assets (continued) (b) Other intangible assets (continued) Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in statements of comprehensive income when the asset is derecognised. 2.9 Impairment of non-financial assets The Group and the Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group and the Company makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units ("CGU")). In assessing value in use, the estimated future cash flows expected to be generated by the asset 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. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis. Impairment losses are recognised in statements of comprehensive income except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent period.

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Notes toto the Financial Statements Notes the Financial Statements

31 January 2011 31 January 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.10 Subsidiaries A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities. In the Company's separate financial statements, investment in subsidiaries are accounted for at cost less impairment losses. 2.11 Associates An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. The Group's investment in associates are accounted for using the equity method. Under the equity method, the investment in associates is measured in the consolidated statement of financial position at cost plus post-acquisition changes in the Group's share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any excess of the Group's and share of the net fair value of the associate's identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group's share of the associate's profit or loss for the period in which the investment is acquired. When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group's investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in consolidated statement of comprehensive income. In the Company's separate financial statements, investment in associates are stated at cost less impairment losses. On disposal of such investment, the difference between net disposal proceeds and their carrying amounts is included in statements of comprehensive income. 2.12 Financial assets Financial assets are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. The Group and the Company determine the classification of their financial assets at initial recognition, and the categories include financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets.

NOTES TO THETHE FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

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91

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.12 Financial assets (continued) (a) Financial assets at fair value through profit or loss Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives) or financial assets acquired principally for the purpose of selling in the near term. Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in statements of comprehensive income. Net gains or net losses on financial assets at fair value through profit or loss do not include exchange differences, interest and dividend income. Exchange differences, interest and dividend income on financial assets at fair value through profit or loss are recognised separately in statements of comprehensive income as part of other losses or other income. Financial assets at fair value through profit or loss could be presented as current or non-current. Financial assets that is held primarily for trading purposes are presented as current whereas financial assets that is not held primarily for trading purposes are presented as current or non-current based on the settlement date. (b) Loans and receivables Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest / finance method. Gains and losses are recognised in statements of comprehensive income when the loans and receivables are derecognised or impaired, and through the amortisation process. Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current. (c) Held-to-maturity investments Financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group and the Company has the positive intention and ability to hold the investment to maturity. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest / finance method. Gains and losses are recognised in statements of comprehensive income when the held-to-maturity investments are derecognised or impaired, and through the amortisation process. Held-to-maturity investments are classified as non-current assets, except for those having maturity within 12 months after the reporting date which are classified as current.

92

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Notes the Financial Statements Notes toto the Financial Statements

31 January 2011 31 January 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.12 Financial assets (continued) (d) Available-for-sale financial assets Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the three preceding categories. After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest / finance method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to statements of comprehensive income as a reclassification adjustment when the financial asset is derecognised. Interest / finance income calculated using the effective interest / finance method is recognised in statements of comprehensive income. Dividends on an available-for-sale equity instrument are recognised in statements of comprehensive income when the Group and the Company's right to receive payment is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss. Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date. A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in statements of comprehensive income. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset. 2.13 Impairment of financial assets The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is impaired. (a) Trade and other receivables and other financial assets carried at amortised cost To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtos and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group's and the Company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

NOTES TO FINANCIAL STATEMENTS NOTES TO THETHE FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

annual report 2010 / 2011

93

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.13 Impairment of financial assets (continued) (a) Trade and other receivables and other financial assets carried at amortised cost (continued) If any such evidence exists, the amount of impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the financial asset's original effective interest / finance rate. The impairment loss is recognised in statements of comprehensive income. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in statements of comprehensive income. (b) Unquoted equity securities carried at cost If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost has been incurred, the amount of the loss 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. Such impairment losses are not reversed in subsequent periods. (c) Available-for-sale financial assets Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor, and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classified as available-for-sale financial assets are impaired. If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in statements of comprehensive income, is transferred from equity to statements of comprehensive income. Impairment losses on available-for-sale equity investments are not reversed in statements of comprehensive income in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in statements of comprehensive income if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in statement of comprehensive income.

94

I n g r e s s C o r p o r a tio n Be r h a d

Notes toto the Financial Statements Notes the Financial Statements

31 January 2011 31 January 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.14 Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. These also include bank overdrafts that form an integral part of the Group's and of the Company's cash management. 2.15 Construction contracts Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expense in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and they are capable of being reliably measured. When the total of costs incurred on construction contracts plus, recognised profits (less recognised losses), exceeds progress billings, the balance is classified as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profits (less recognised losses), the balance is classified as amount due to customers on contracts. 2.16 Inventories Inventories are stated at the lower of cost (determined on the first-in, first-out basis) and net realisable value. The cost of finished goods and work-in-progress includes direct materials, direct labour, other direct costs and appropriate proportion of production overheads. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale. 2.17 Provisions Provisions are recognised when the Group and the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as interest / finance cost.

NOTES TO THETHE FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

annual report 2010 / 2011

95

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.18 Financial liabilities Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability. Financial liabilities, within the scope of FRS 139, are recognised in the statement of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. (a) Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value, with any resultant gains or losses recognised in statements of comprehensive income. Net gains or losses on derivatives include exchange differences. The Group and the Company have not designated any financial liabilities as at fair value through profit or loss. (b) Other financial liabilities The Group's and the Company's other financial liabilities include trade payables, other payables and loans and borrowings. Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest / finance method. Borrowings / financing are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest / finance method. Borrowings / financing are classified as current liabilities unless the Group and the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. For other financial liabilities, gains and losses are recognised in statements of comprehensive income when the liabilities are derecognised, and through the amortisation process. A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in statements of comprehensive income.

96

I n g r e s s C o r p o r a tio n Be r h a d

Notes toto the Financial Statements Notes the Financial Statements

31 January 2011 31 January 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.19 Borrowing / financing costs Borrowing / financing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing / financing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing / financing costs are incurred. Borrowing / financing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing / financing costs are recognised in statements of comprehensive income in the period they are incurred. Borrowing / financing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing / financing of funds. 2.20 Employee benefits (a) Short term benefits Wages, salaries, bonuses and social security contribution are recognised as an expense in the financial year in which the associated services are rendered by employees of the Group and of the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (b) Defined contribution plans The Group and the Company participates in the national pension schemes as defined by the laws of the countries in which it has operations. The Malaysian companies in the Group make contributions to the Employee Provident Fund in Malaysia, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed. 2.21 Leases - As lessee Finance leases, which transfer to the Group and the Company substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the interest / finance charges and reduction of the lease liability so as to achieve a constant rate of interest / finance on the remaining balance of the liability. Interest / finance charges are charged to statements of comprehensive income. Contingent rents, if any, are charged as expenses in the periods in which they are incurred. Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group and the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term. Operating lease payments are recognised as an expense in statements of comprehensive income on a straight-line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

NOTES TO THETHE FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

annual report 2010 / 2011

97

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.22 Discontinued operation A component of the Group is classified as a "discontinued operation" when the criteria to be classified as held for sale have been met or it has been disposed off and such a component represents a separate major line of business or geographical area of operations or is part of a single coordinated major line of business or geographical area of operations. A component is deemed to be held for sale if its carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Upon classification as held for sale, non-current assets and disposal groups are not depreciated and are measured at the lower of carrying amount and fair value less costs to sell. Any differences are recognised in statements of comprehensive income. 2.23 Revenue recognition Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. (a) Sale of goods Revenue from sale of goods is recognised net of sales taxes and discounts upon the transfer of significant risk and rewards of ownership of the goods to the customer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. (b) Construction contracts Revenue from construction contracts is accounted for by the stage of completion method as described in Note 2.15. (c) Dividend income Dividend income is recognised when the Group's and the Company's right to receive payment is established. (d) Management fees Management fees are recognised when service are rendered. (e) Rendering of services Revenue from services rendered is recognised as and when the services are performed. (f) Interest / finance income Interest / finance income is recognised using the effective interest / finance method.

98

I n g r e s s C o r p o r a tio n Be r h a d

Notes toto the Financial Statements Notes the Financial Statements

31 January 2011 31 January 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.24 Income taxes (a) Current tax Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Current taxes are recognised in statements of comprehensive income except to the extent that the tax relates to items recognised outside statements of comprehensive income, either in other comprehensive income or directly in equity. (b) Deferred tax Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all temporary differences, except: where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

-

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except: where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

-

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.

NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011 31 JANUARY 2011

annual report 2010 / 2011

99

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.24 Income taxes (continued) (b) Deferred tax (continued) Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the financial year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside statements of comprehensive income is recognised outside statement of comprehensive income. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. (c) Sales tax Revenues, expenses and assets are recognised net of the amount of sales tax except: Where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and Receivables and payables that are stated with the amount of sales tax included. The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statements of financial position.

-

2.25

Segment reporting For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 37, including the factors used to identify the reportable segments and the measurement basis of segment information.

2.26

Contingencies A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group and of the Company. Contingent liabilities and assets are not recognised in the statements of financial position of the Group and of the Company.

100

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Notes toto the Financial Statements Notes the Financial Statements

31 January 2011 31 January 2011

2A. SUMMARY OF SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES The preparation of the Group's and of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: (a) Income taxes and deferred tax asset Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with future tax planning strategies. Assumptions about generation of future taxable profits depend on management's estimates of future cash flows. These depends on estimates of future production and sales volume, operating costs, capital expenditure, dividends and other capital management transactions. Judgment is also required about application of income tax legislation. These judgments and assumptions are subject to risks and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised in the statements of financial position and the amount of unrecognised tax losses and unrecognised temporary differences. The Group and the Company recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amounts of the Group and of the Company tax payables and deferred tax assets / (liabilities) are as disclosed in Note 11 and 28. (b) Impairment of property, plant and equipment The Group and the Company carried out the impairment test when indication exists and based on a variety of estimation including the value-in-use of the property, plant and equipment. Estimating the value-in-use requires the Group and the Company to make an estimate of expected future cash flows and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amounts of the property, plant and equipment of the Group and of the Company as at 31 January 2011 are disclosed in Note 13.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

101

3. REVENUE

Group 2011 RM Sales of goods Construction contracts Rendering of services Dividend income from subsidiaries Management fees from subsidiaries 679,533,943 81,642,756 761,176,699 2010 RM 560,346,162 90,199,106 76,899 650,622,167 2011 RM 4,666,667 9,141,550 13,808,217 Company 2010 RM 2,000,000 2,181,504 4,181,504

4. COST OF SALES

Group 2011 RM Costs of goods sold Construction contract costs Costs of services rendered 572,205,892 79,690,153 651,896,045 2010 RM 474,248,700 82,305,422 45,994 556,600,116

5. INTEREST / FINANCE INCOME

Group 2011 RM Interest / finance income from: Loans and receivables 2010 RM 2011 RM Company 2010 RM

597,704

331,976

5,175,923

1,907,239

102

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

6. OTHER INCOME

Group 2011 RM Foreign exchange gain - unrealised - realised Gain on disposal of investment in an associate company Gain on disposal of property, plant and equipment Insurance claim received Miscellaneous income 2010 RM 2011 RM Company 2010 RM

75,400 878,318 7,619,088 6,566,776 2,766,732 17,906,314

2,111,812 247,592 37,778 5,974,084 3,015,197 11,386,463

14,500 140,763 155,263

131,516 131,516

7. INTEREST / FINANCE COSTS

Group 2011 RM Interest / finance costs on: - Al-Ijarah lease and Murabahah - Sukuk Al-Ijarah - Syndicated CMTF-i - Bank borrowings - Hire purchase - Others 2010 RM 2011 RM Company 2010 RM

217,098 3,875,907 4,927,976 6,085,720 93,133 1,338,333 16,538,167

384,311 10,056,256 6,689,500 130,688 1,293,600 18,554,355

4,927,976 287,652 6,411 3,452 5,225,491

289,753 3,001,869 3,291,622

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

103

8. PROFIT / (LOSS) BEFORE TAX FROM CONTINUING OPERATIONS

The following amounts have been included in arriving at profit / (loss) before tax: Group 2011 RM Employee benefits expense (Note 9) Non-executive directors' remuneration (Note 10) Auditors' remuneration - statutory audits - other services Rental expense Provision for foreseeable losses Impairment loss on goodwill Write-down of investories Provision for obsolete inventories Loss on disposal of investment in a subsidiary company Impairment loss on investment in an associate company Property, plant and equipment - depreciation - written off Amortisation of intangible assets Allowance for doubtful debts Foreign exchange losses - unrealised - realised 76,582,009 148,700 405,289 23,025 2,643,461 3,612,461 2,333,146 1,421,615 68,078,987 199,895 673,187 341,747 69,697 150,789 Restated 2010 RM 63,324,907 160,900 414,863 21,399 3,063,519 223,934 221,792 41,704 50,860,237 7,026,528 1,217,492 1,073,879 21,159 1,351,011 2011 RM 6,205,646 148,700 30,000 23,025 625,166 960,000 167,345 56,358 6,745 1,161 Company 2010 RM 4,606,025 160,900 30,000 21,399 468,819 156,744 11,688 19,774 17,598

9.

EMPLOYEE BENEFITS EXPENSE

Group 2011 RM Wages and salaries Bonus Pension costs - defined contribution plans Other costs 52,262,657 4,389,365 5,486,762 14,443,225 76,582,009 2010 RM 45,406,842 1,123,494 4,722,962 12,071,609 63,324,907 2011 RM 4,128,227 538,262 601,867 937,290 6,205,646 Company 2010 RM 3,423,681 475,078 707,266 4,606,025

Included in employee benefits expense of the Group and of the Company are executive directors' remuneration amounting to RM6,119,113 (2010: RM6,426,678) and RM626,162 (2010: RM518,188) respectively, as further disclosed in Note 10.

104

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Notes to the Financial Statements

31 January 2011

10. DIRECTORS' REMUNERATION

Group 2011 RM Directors of the Company Executive: Salaries and other emoluments Fees Bonus Benefits-in-kind 2010 RM 2011 RM Company 2010 RM

1,748,913 24,000 153,726 21,600 1,948,239

1,849,334 24,000 48,130 21,600 1,943,064

537,858 88,304 14,400 640,562

518,188 14,400 532,588

Non-executive: Fees Allowances Benefits-in-kind

130,000 18,700 148,700

140,000 15,600 5,300 160,900

130,000 18,700 148,700

140,000 15,600 5,300 160,900

Other directors Executive: Salaries and other emoluments Fees Bonus Benefits-in-kind

3,766,970 12,000 413,504 16,800 4,209,274 6,306,213

4,400,542 12,000 92,672 14,400 4,519,614 6,623,578

789,262

693,488

Total Analysis excluding benefits-in-kind: Total executive directors' remuneration Total non-executive directors' remuneration Total directors' remuneration

6,119,113 148,700 6,267,813

6,426,678 155,600 6,582,278

626,162 148,700 774,862

518,188 155,600 673,788

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

105

10. DIRECTORS' REMUNERATION (CONTINUED)

The number of directors of the Company whose total remuneration at the Group during the financial year fell within the following bands is analysed below: Number of Directors 2011 2010 Executive directors: RM550,001 - RM600,000 RM600,001 - RM650,000 RM650,001 - RM700,000 RM700,001 - RM750,000 RM750,001 - RM800,000 Non-Executive directors: Below RM50,000 1 1 1 1 1 1 -

4

5

11. INCOME TAX EXPENSE

Group 2011 RM Income tax: Malaysian income tax Foreign income tax Under / (overprovision) in prior years 2010 RM 2011 RM Company 2010 RM

4,542,226 6,096 37,325 4,585,647

1,631,664 102,684 (546,391 ) 1,187,957

1,166,667 1,166,667

949,131 949,131

Deferred tax (Note 28): Relating to origination and reversal of temporary differences Overprovision in prior years

506,950 (3,820,277 ) (3,313,327 ) 1,272,320

106,754 (262,917 ) (156,163 ) 1,031,794

1,166,667

949,131

Total income tax expense

106

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

11. INCOME TAX EXPENSE (CONTINUED)

The reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate for the financial years ended 31 January 2011 and 2010 are as follows: Group 2011 RM Profit / (loss) before tax Tax at Malaysian statutory tax rate of 25% (2010: 25%) Different tax rates in other countries Income not subject to tax Expenses not deductible for tax purposes Effect of utilisation of reinvestment allowance and investment tax allowance Utilisation of previously unused tax losses and unabsorbed allowances Deferred tax assets not recognised on unused tax losses and unabsorbed allowances Overprovision of deferred tax in prior years Under / (overprovision) of tax expense in prior years Total income tax expense for the financial year 31,055,109 7,763,777 1,116,242 (5,817,245 ) 3,351,078 2010 RM 19,576,127 4,894,032 407,165 (785,145 ) 1,560,506 2011 RM 4,492,347 1,123,087 279,751 Company 2010 RM (3,451,628 ) (862,907 ) (500,000 ) 32,015

(3,256,549 ) (324,132 )

(5,134,225 ) (651,833 )

(236,171 )

-

2,222,101 (3,820,277 ) 37,325 1,272,320

1,550,602 (262,917 ) (546,391 ) 1,031,794

1,166,667

1,330,892 949,131 949,131

Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2010: 25%) of the estimated assessable profit / (loss) for the financial year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. The above reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

107

11. INCOME TAX EXPENSE (CONTINUED)

Tax savings during the financial year arising from: Group 2011 RM Utilisation of unabsorbed capital allowances brought forward Utilisation of reinvestment allowances and tax allowances brought forward Utilisation of unabsorbed losses brought forward Utilisation of current year capital allowances Utilisation of current year losses 2010 RM 2011 RM Company 2010 RM

437,816 6,070,274 6,969,423 83,372

807,863 2,260,557 946,426 16,222,995 681,393

147,249 17,534 -

476,810

12.

EARNINGS PER SHARE

Basic earnings per share of the Group is calculated by dividing profit for the financial year, net of tax attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the financial year. Group 2011 Profit for the financial year, net of tax attributable to owners of the parent Weighted average number of ordinary shares outstanding Basic earnings per share (sen) 17,124,330 76,800,000 22.3 2010 10,810,863 76,800,000 14.1

108

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

13. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment in progress RM

Group At 31 January 2011 Cost / valuation At 1 February 2010 As previously stated Effects of adopting the amendmends to FRS 117 As restated Additions Disposals Write-offs Transfer to assets of disposal group classified as held for sale (Note 22(a)) Reclassification Adjustments Exchange differences At 31 January 2011 Representing: Cost Valuation

Land and buildings * RM

Plant and machinery RM

Other assets ** RM

Total RM

146,943,530 17,014,922 163,958,452 1,757,524 -

584,967,001 584,967,001 2,452,477 (7,808,705) (160,200)

14,310,315 14,310,315 26,587,985 (2,421,132) -

55,630,180 55,630,180 2,801,704 (353,683) (500,619)

801,851,026 17,014,922 818,865,948 33,599,690 (10,583,520) (660,819)

(2,707,934) 163,008,042

1,023,858 (2,845,171) (11,255,640) 566,373,620

(1,023,858) (999,661) (548,787) 35,904,862

(1,515,538) (353,020) 55,709,024

(1,515,538) (3,844,832) (14,865,381) 820,995,548

21,916,614 141,091,428 163,008,042

566,373,620 566,373,620

35,904,862 35,904,862

55,709,024 55,709,024

679,904,120 141,091,428 820,995,548

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

109

13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Property, plant and equipment in progress RM

Group (continued) At 31 January 2011 Accumulated depreciation and impairment At 1 February 2010 As previously stated Effects of adopting the amendments to FRS 117 As restated Charge for the financial year Disposals Write-offs Transfer to assets of disposal group classified as held for sale (Note 22(a)) Adjustments Exchange differences At 31 January 2011 Net carrying amount Cost Valuation

Land and buildings * RM

Plant and machinery RM

Other assets ** RM

Total RM

12,468,448 750,348 13,218,796 3,804,832 -

436,201,544 436,201,544 57,922,370 (5,088,132) (58,518)

-

38,875,109 38,875,109 6,351,785 (353,182) (402,406)

487,545,101 750,348 488,295,449 68,078,987 (5,441,314) (460,924)

(642,860) 16,380,768

(1,558,256) (7,181,128) 480,237,880

-

(975,116) (290,922) 43,205,268

(975,116) (1,558,256) (8,114,910) 539,823,916

18,279,854 128,347,420 146,627,274

86,135,740 86,135,740

35,904,862 35,904,862

12,503,756 12,503,756

152,824,212 128,347,420 281,171,632

110

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Property, plant and equipment in progress RM

Group (continued) At 31 January 2010 Cost/valuation At 1 February 2009 As previously stated Effects of adopting the amendments to FRS 117 As restated Additions Disposals Write-offs Revaluation surplus Transfer to assets of disposal group classified as held for sale (Note 22(b)) Reclassification Adjustments Exchange differences

Land and buildings * RM

Plant and machinery RM

Other assets ** RM

Total RM

120,437,850 26,377,959 146,815,809 37,557 26,368,258

531,338,721 531,338,721 21,205,605 (192,773) (13,205,907) -

17,397,282 17,397,282 7,818,529 (1,022,794) -

49,408,990 49,408,990 7,276,904 (413,979) (699,179) -

718,582,843 26,377,959 744,960,802 36,338,595 (606,752) (14,927,880) 26,368,258

(9,796,958) 533,786

9,725,497 34,378,153 1,717,705 584,967,001

(9,725,497) (982,972) 825,767 14,310,315

57,444 55,630,180

(9,796,958) 33,395,181 3,134,702 818,865,948

At 31 January 2010 (as restated) 163,958,452 Representing: Cost Valuation 22,442,443 141,516,009 163,958,452

584,967,001 584,967,001

14,310,315 14,310,315

55,630,180 55,630,180

677,349,939 141,516,009 818,865,948

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

111

13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Property, plant and equipment in progress RM

Group (continued) At 31 January 2010 Accumulated depreciation and impairment At 1 February 2009 As previously stated Effects of adopting the amendments to FRS 117 As restated Charge for the financial year Disposals Write-offs Elimination of accumulated depreciation on revaluation surplus Transfer to assets of disposal group classified as held for sale (Note 22(b)) Exchange differences At 31 January 2010 (as restated) Net carrying amount Cost Valuation

Land and buildings * RM

Plant and machinery RM

Other assets ** RM

Total RM

10,950,793 438,404 11,389,197 3,668,365 -

402,806,706 402,806,706 40,506,593 (192,773) (7,205,905)

-

33,245,693 33,245,693 6,685,279 (406,755) (695,447)

447,003,192 438,404 447,441,596 50,860,237 (599,528) (7,901,352)

(1,685,020)

-

-

-

(1,685,020)

(197,918) 44,172 13,218,796

286,923 436,201,544

-

46,339 38,875,109

(197,918) 377,434 488,295,449

19,100,372 131,639,284 150,739,656

148,765,457 148,765,457

14,310,315 14,310,315

16,755,071 16,755,071

198,931,215 131,639,284 330,570,499

** Other assets comprise motor vehicles, office equipment, furniture and fittings, renovations and fixtures.

112

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

* Land and buildings Long term leasehold buildings RM Long term leasehold land RM

Group At 31 January 2011 Cost / valuation At 1 February 2010 As previously stated Effects of adopting the amendments to FRS 117 As restated Additions Exchange differences At 31 January 2011 Representing: Cost Valuation

Freehold land RM

Freehold buildings RM

Total RM

62,305,258 62,305,258 1,757,524 (164,970) 63,897,812

17,014,922 17,014,922 (477,936) 16,536,986

20,486,951 20,486,951 (507,176) 19,979,775

64,151,321 64,151,321 (1,557,852) 62,593,469

146,943,530 17,014,922 163,958,452 1,757,524 (2,707,934) 163,008,042

5,379,628 58,518,184 63,897,812

16,536,986 16,536,986

19,979,775 19,979,775

62,593,469 62,593,469

21,916,614 141,091,428 163,008,042

Accumulated depreciation At 1 February 2010 As previously stated Effects of adopting the amendments to FRS 117 As restated Charge for the financial year Exchange differences At 31 January 2011 Net carrying amount Cost Valuation 2,406,300 55,028,589 57,434,889 15,873,554 15,873,554 19,979,775 19,979,775 53,339,056 53,339,056 18,279,854 128,347,420 146,627,274 4,753,952 1,750,231 (41,260) 6,462,923 750,348 750,348 165,621 (252,537) 663,432 7,714,496 1,888,980 (349,063) 9,254,413 750,348 13,218,796 3,804,832 (642,860) 16,380,768 4,753,952 7,714,496 12,468,448

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

113

13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

* Land and buildings Long term leasehold buildings RM Long term leasehold land RM

Group (continued) At 31 January 2010 Cost/valuation At 1 February 2009 As previously stated Effects of adopting the amendments to FRS 117 As restated Additions Revaluation surplus Transfer to assets of disposal group classified as held for sale (Note 22(b)) Exchange differences At 31 January 2010 (as restated) Representing: Cost Valuation

Freehold land RM

Freehold buildings RM

Total RM

42,550,778 42,550,778 37,557 19,424,646

26,377,959 26,377,959 -

19,004,410 19,004,410 1,606,141

58,882,662 58,882,662 5,337,471

120,437,850 26,377,959 146,815,809 37,557 26,368,258

292,277 62,305,258

(9,796,958) 433,921 17,014,922 20,486,951

(123,600) 64,151,321

(68,812)

(9,796,958) 533,786 163,958,452

5,427,521 56,877,737 62,305,258

17,014,922 17,014,922

20,486,951 20,486,951

64,151,321 64,151,321

22,442,443 141,516,009 163,958,452

114

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

* Land and buildings Long term leasehold buildings RM Long term leasehold land RM

Group (continued) At 31 January 2010 Accumulated depreciation At 1 February 2009 As previously stated Effects of adopting the amendments to FRS 117 As restated Charge for the financial year Elimination of accumulated depreciation on revaluation surplus Transfer to assets of disposal group classified as held for sale (Note 22(b)) Exchange differences At 31 January 2010 (as restated) Net carrying amount Cost Valuation

Freehold land RM

Freehold buildings RM

Total RM

3,413,480 3,413,480 1,282,606

438,404 438,404 509,862

-

7,537,313 7,537,313 1,875,897

10,950,793 438,404 11,389,197 3,668,365

-

-

-

(1,685,020)

(1,685,020)

57,866 4,753,952

(197,918) 750,348 -

-

(13,694) 7,714,496

(197,918) 44,172 13,218,796

2,835,798 54,715,508 57,551,306

16,264,574 16,264,574

20,486,951 20,486,951

56,436,825 56,436,825

19,100,372 131,639,284 150,739,656

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

115

13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Office equipment and computers RM

Company At 31 January 2011 Cost At 1 February 2010 Additions Disposals Write offs At 31 January 2011 Accumulated depreciation At 1 February 2010 Charge for the financial year Disposals Write offs At 31 January 2011 Net carrying amount At 31 January 2010 Cost At 1 February 2009 Additions Disposals At 31 January 2010 Accumulated depreciation At 1 February 2009 Charge for the financial year Disposals At 31 January 2010 Net carrying amount

Renovations RM

Motor vehicles RM

Furniture and fittings RM

Total RM

568,049 (244,075) (323,974) -

98,784 816,373 915,157

160,361 4,217 (14,000) (15,271) 135,307

1,259,162 65,983 (17,982) 1,307,163

2,086,356 886,573 (258,075) (357,227) 2,357,627

481,267 30,421 (243,620) (268,068) -

89,994 35,932 125,926 789,231

122,302 13,446 (13,955) (15,234) 106,559 28,748

1,118,134 87,546 (17,567) 1,188,113 119,050

1,811,697 167,345 (257,575) (300,869) 1,420,598 937,029

568,049 568,049

273,028 (174,244) 98,784

160,361 160,361

1,252,992 6,170 1,259,162

2,254,430 6,170 (174,244) 2,086,356

442,950 38,317 481,267 86,782

244,480 19,757 (174,243) 89,994 8,790

108,047 14,255 122,302 38,059

1,033,719 84,415 1,118,134 141,028

1,829,196 156,744 (174,243) 1,811,697 274,659

116

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

(a) Property, plant and equipment were revalued during the financial year ended 31 January 2010 by an independent professional valuer. Fair value is determined by reference to open market values on an existing use basis. Year of Valuation Valuation Amount RM 4,300,000 20,000,000 37,500,000 50,000,000 23,000,000 13,500,000 4,700,000 630,000 1,320,000 250,000 Basis of Valuation

Description of Property

2009 2009 2009 2009 2009 2009 2009 2009 2009 2009

Land and factory at Bangi Land and factory at Nilai Land and factory at Bukit Beruntung Land and building at Sungai Penchala Land and factory at Rayong, Thailand Land and factory at Ayutthaya, Thailand Land and factory at Cikarang, Indonesia Staff accommodation at Nilai Staff accommodation at Bukit Beruntung Land at Nilai

Open market value Open market value Open market value Open market value Open market value Open market value Open market value Open market value Open market value Open market value

Had the revalued land and buildings been carried at historical costs, the net book value of the land and buildings that would have been included in the financial statements of the Group as at 31 January 2011 would have been RM97,244,424 (2010: RM100,063,975). (b) Net book values of property, plant and equipment held under hire purchase arrangements are as follows: Group 2011 RM Motor vehicles Plant and machinery (c) 1,532,802 741,803 2010 RM 1,276,674 2,093,269 2011 RM 789,160 Company 2010 RM -

During the financial year, the Group and the Company acquired property, plant and equipment of which RM816,373 (2010: RM149,303) and RM816,373 (2010: Nil) respectively were aquired by means of hire purchase, finance lease and Al-Ijarah lease arrangements.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

117

13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

(d) The net book values of properties pledged to financial institutions during the financial year for Syndicated CMTF-i as referred to in Note 23 are as follows: Group 2011 RM Long term leasehold land Long term leasehold buildings Freehold land Freehold buildings 13,051,889 55,881,666 9,200,000 28,964,148 107,097,703

(e)

The net book values of property, plant and equipment pledged to financial institutions for other borrowings / financing as referred to in Note 23 are as follows: Group 2011 RM Freehold land Freehold buildings Plant and machinery 10,529,775 23,816,560 55,335,331 89,681,666 2010 RM 11,036,951 26,305,152 63,024,344 100,366,447

14. INTANGIBLE ASSETS

Computer Software RM

Group Cost At 31 January 2009 Additions Write-offs Exchange differences At 31 January 2010 Additions Write-offs Transfer to assets of disposal group classified as held for sale (Note 22(a)) Exchange differences At 31 January 2011

Goodwill RM

Total RM

573,001 573,001 573,001

9,633,970 196,500 (85,164 ) (53,415 ) 9,691,891 189,659 (8,492 ) (150,642 ) (232,327 ) 9,490,089

10,206,971 196,500 (85,164) (53,415) 10,264,892 189,659 (8,492) (150,642) (232,327) 10,063,090

118

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

14. INTANGIBLE ASSETS (CONTINUED)

Computer Software RM

Group (continued) Accumulated amortisation and impairment At 31 January 2009 Amortisation Write-offs Impairment loss Exchange differences At 31 January 2010 Amortisation Write-offs Transfer to assets of disposal group classified as held for sale (Note 22(a)) Exchange differences At 31 January 2011 Net carrying amount At 31 January 2010 At 31 January 2011

Goodwill RM

Total RM

273,357 221,792 495,149 495,149

4,882,608 1,217,492 (85,164 ) (482,214 ) 5,532,722 673,187 (5,004 ) (90,758 ) (86,022 ) 6,024,125

5,155,965 1,217,492 (85,164) 221,792 (482,214) 6,027,871 673,187 (5,004) (90,758) (86,022) 6,519,274

77,852 77,852

4,159,169 3,465,964

4,237,021 3,543,816

Computer Software Company Cost At 1 February Additions At 31 January Accumulated amortisation At 1 February Amortisation At 31 January Net carrying amount At 31 January 9,882 16,627 52,810 6,745 59,555 41,122 11,688 52,810 69,437 69,437 67,787 1,650 69,437 2011 RM 2010 RM

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

119

14. INTANGIBLE ASSETS (CONTINUED)

Impairment tests for goodwill Goodwill has been allocated to the Group's CGUs identified according to country of operation and business segment as follows: Allocation of goodwill Group 2011 RM Automotive Components Manufacturing Thailand Key assumptions used in value-in-use calculations The recoverable amount is determined based on value-in-use calculations using cash flow projections based on financial budgets approved by management covering a five-year period. The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill: (a) Budgeted gross margin The budgeted gross margin assigned to Automotive Division is 17.8% (2010: 15.0%) and Power Engineering and Projects Division is 9.6% (2010: 12.6%) respectively. The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the financial year immediately before the budgeted year. (b) Growth rates The weighted average growth rates used for Automotive Component Manufacturing are consistent with the long-term average growth rate for the industry. (c) Discount rates The discount rate used for Group is 6.4% (2010: 5.3%). These rates are pre-tax and reflect specific risks relating to the industry. (d) Bond rate The bond rates used is the yield on a 10-year Malaysian government bond rate at the beginning of the budgeted year. (e) Raw materials price inflation The basis used to determine the value assigned to the raw materials price inflation is the forecast price indices during the budget year. Values assigned to key assumptions are consistent with external information sources. 77,852 2010 RM 77,852

120

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

15. INVESTMENT IN SUBSIDIARIES

Group 2011 RM Unquoted shares, at cost 108,653,883 2010 RM 108,653,883

Details of the subsidiaries are as follows: Effective equity interest held 2011 2010 % % 70 70

Name of subsidiaries

Country of incorporation

Principal activities

Ingress Technologies Sdn Bhd

Malaysia

Manufactures and supplies complete automotive door assemblies (door-in-white) and manufactures and assembles medium to high tonnage press parts Manufactures components automotive

Ingress Autoventures Co., Ltd * Fine Components (Thailand) Co., Ltd *

Thailand

62.5

73

Thailand

100

100

Manufactures and supplies metal components for the automotive industry utilising fine blanking technology Manufactures components automotive

PT Ingress Malindo Ventures * Ingress Engineering Sdn Bhd

Indonesia

81

72

Malaysia

100

100

Manufactures and supplies rollformed plastic mouldings and weather-strips, wire-harness and provision of management services Manufactures and supplies rollformed metal automotive door sash (door frame) and related components Provides design, stamping, fabrication and project management of small and medium dies, assembly jigs and checking fixtures in automotive industry Provides engineering services in the field of computer aided design, manufactures tools, jigs and dies and undertakes comprehensive product development work

Ingress Precision Sdn Bhd

Malaysia

90

90

Ingress CES Sdn Bhd *

Malaysia

70

70

Ingress Research Sdn Bhd

Malaysia

100

100

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

121

15. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Details of the subsidiaries are as follows: (continued) Effective equity interest held 2011 2010 % % 100 100

Name of subsidiaries

Country of incorporation

Principal activities

Talent Synergy Sdn Bhd

Malaysia

Provides engineering solutions in industrial automation through design and fabrication as well as manufactures and supplies sub-systemaor system for the applications in production and testing Premium motor vehicle dealership, services center and spare parts sales Provides engineering services for the power and utility industry Provides electrical engineering services for power and utility industry, particularly in building, infrastructure and distribution network Provides engineering services and supply of instrumentation equipment for oil and gas industry. Dormant Manufactures and supplies panelbased electrical equipment and provides electrical engineering services for power and utility industry Dormant

Ingress Auto Sdn Bhd

Malaysia

100

100

Multi Discovery Sdn Bhd

Malaysia

100

100

Ramusa Engineering Sdn Bhd

Malaysia

95

95

Ingress Fabricators Sdn Bhd *

Malaysia

100

100

Ingress Sukuk Berhad * Matrix Power Services Sdn Bhd **

Malaysia Malaysia

100 80

100 80

Ingress Environmental Sdn Bhd * PT Ingress Amdec Environmental * Matrix Hydro Generation Sdn Bhd * Ingress Automotive Electrical Sdn Bhd * PT Bina Selaras Tradindo *

Malaysia

100

100

Indonesia

51

51

Dormant

Malaysia Malaysia

70 100

70 100

Dormant

Dormant Indonesia 60 60 Dormant

* **

Audited by firms of auditors other than Ernst & Young. Classified as disposal group classified as held for sale as disclosed in Note 22(a).

122

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

15. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Disposal of shares in a subsidiary company On 8 September 2010, the Group via its subsidiary company, Ingress Precision Sdn Bhd ("IPSB") disposed off 11.2% or 268,994 ordinary shares of THB100 each in Ingress Autoventures Co., Ltd ("IAV") with a cash consideration of THB66,710,512 or RM6,337,403 to Katayama Kogyo Co., Ltd, a foreign corporate shareholder of IAV and IPSB. The disposal had the following effects on the financial position of the Group as at the end of the financial year: Group 2011 RM Property, plant and equipment Intangible assets Inventories Trade and other receivables Cash and bank balances Trade and other payables Borrowings / financing Net assets as at 8 September 2010 Share of net assets disposed Total disposal proceeds settled by cash Loss on disposal to the Group Acquisition of minority interests On 27 January 2011, the Group via its subsidiary company, Ingress Precision Sdn Bhd acquired additional 10% or 126,475 ordinary shares of IDR8,875 each in PT Ingress Malindo Ventures ("PTIMV") from its minority interest for a cash consideration of IDR1,122 million or RM379,393. As a result of this acquisition, the effective equity interest of the Group in PTIMV increased from 72% to 81%. 95,444,552 2,863,776 9,478,388 32,461,349 3,328,913 (34,449,810 ) (39,850,226 ) 69,276,942 7,759,018 (6,337,403 ) 1,421,615

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

123

16. INVESTMENT IN ASSOCIATES

Group 2011 RM Unquoted investments, at cost Share of post-acquisition reserves Share of hedging reserves 3,046,258 4,837,366 (5,013,185 ) 2,870,439 (50,000 ) 2,820,439 2010 RM 1,377,500 9,796,218 11,173,718 (50,000 ) 11,123,718 2011 RM 960,000 960,000 (960,000) Company 2010 RM 960,000 960,000 960,000

Less: Accumulated impairment losses

Represented by: Share of net assets 2,820,439 11,123,718 960,000

Details of associates are as follows: Effective equity interest held 2011 2010 % %

Name of associates

Country of incorporation

Principal activities

Balfour Beatty Rail Sdn Bhd * Ingress Mayur Auto Ventures Private Limited *

Malaysia

30

49

Rail electrification works and maintenance activities Manufactures and supplies rollformed plastic mouldings

India

40

-

Maju Nusa Sdn Bhd *

Malaysia

49

9

Telecommunication

Sapura Ingress Ventures Sdn Bhd *

Malaysia

50

50

Dormant

* Audited by firm of auditors other than Ernst & Young.

124

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

16. INVESTMENT IN ASSOCIATES (CONTINUED)

Summarised financial information of associates are as follows: Group 2011 RM Assets and liabilities Non-current assets Current assets Total assets Non-current liabilities Current liabilities Total liabilities Results Revenue (Loss) / profit for the financial year 2010 RM

14,017,889 204,947,337 218,965,226 24,424,483 191,176,807 215,601,290

5,630,449 178,123,417 183,753,866 161,052,401 161,052,401

65,907,792 (2,626,916)

65,779,321 1,005,547

Disposal of shares in an associate company On 8 April 2010, the Group via its subsidiary company, Multi Discovery Sdn Bhd disposed off 19% or 142,500 ordinary shares in Balfour Beatty Rail Sdn Bhd for a cash consideration of RM11,400,000 to Balfour Beatty Netherlands B.V., a company incorporated in Netherlands. The disposal of shares resulted in a gain on disposal of RM7,619,088. Subscription of shares in an associate company On 16 December 2010, the Group via its subdiary company, Ingress Engineering Sdn Bhd subscribed for 2,657,870 new Ingress Mayur Auto Ventures Private Limited ("IMAPL") ordinary shares of Indian Rupee ("INR") 10 each representing 40% equity interest in IMAPL.

17. INVESTMENT SECURITIES

Group 2011 RM Unquoted shares classified as available-for-sale financial assets 100,000 2010 RM 100,000

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

125

18. INVENTORIES

Group 2011 RM At cost: Raw materials and consumables Work-in-progress Finished goods Trading stock Spare parts At net realisable value: Finished goods 2010 RM

17,515,109 9,034,294 4,676,131 10,616,150 3,079,703 44,921,387 57,697 44,979,084

26,021,962 13,126,834 4,239,044 19,257,818 4,584,293 67,229,951 349,581 67,579,532

19. TRADE AND OTHER RECEIVABLES

Group 2011 RM Current Trade receivables Third party Retention sums on contracts (Note 20) 2010 RM 2011 RM Company 2010 RM

86,374,447 12,425,262 98,799,709 Due from customers on contracts (Note 20) 36,605,168 135,404,877 Less: Allowance for impairment (9,899,168 ) Trade receivables, net 125,505,709 Other receivables Due from subsidiaries Loan to subsidiaries Due from associates Deposits Prepayments Sundry receivables Less: Allowance for impairment Other receivables, net

93,502,460 12,403,945 105,906,405 40,411,661 146,318,066 (10,093,358 ) 136,224,708

-

-

429,050 988,585 4,085,381 23,107,606 28,610,622 (1,851,210 ) 26,759,412

507,250 1,021,307 4,799,625 26,448,855 32,777,037 (2,398,235 ) 30,378,802

40,717,965 10,000,000 356,030 30,713 18,135 297,098 51,419,941 51,419,941

47,287,657 507,250 168,755 16,658 713,568 48,693,888 48,693,888

126

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

19. TRADE AND OTHER RECEIVABLES (CONTINUED)

Group 2011 RM Non-current Other receivables Loan to subsidiaries Total trade and other receivables Add: Cash and bank balances (Note 21) Less: Prepayments Total loans and receivables 2010 RM 2011 RM Company 2010 RM

152,265,121 73,015,900 (4,085,381 ) 221,195,640

166,603,510 45,246,461 (4,799,625 ) 207,050,346

93,750,000 145,169,941 3,765,096 (18,135) 148,916,902

48,693,888 5,492,313 (16,658) 54,169,543

(a)

Trade receivables Trade receivables are non-interest / finance bearing and are generally on 30 to 90 days (2010: 30 to 90 days) terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition. Included in trade receivables is an amount of RM46,229 (2010: RM49,261) due from a foreign corporate shareholder of subsidiaries. The Group significant concentration of credit risk are as disclosed in Note 34(a). Aging analysis of trade receivables Aging analysis of the Group's trade receivables is as follows: Group 2011 RM Neither past due nor impaired 1 to 30 days past due not impaired 31 to 60 days past due not impaired 61 to 90 days past due not impaired 91 to 120 days past due not impaired More than 121 days past due not impaired Impaired 81,380,369 3,527,739 2,162,117 1,415,985 414,331 7,520,172 9,899,168 98,799,709 2010 RM 90,621,726 1,379,868 503,079 647,074 2,661,300 5,191,321 10,093,358 105,906,405

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

127

19. TRADE AND OTHER RECEIVABLES (CONTINUED)

(a) Trade receivables (continued) Trade receivables that are neither past due nor impaired Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group. More than 59% (2010: 67%) of the Group's trade receivables arise from customers with more than 3 years of experience with the Group and losses have occurred infrequently. None of the Group's trade receivables that are neither past due nor impaired have been renegotiated during the financial year. Trade receivables that are past due but not impaired The Group has trade receivables amounting to RM7,520,172 (2010: RM5,191,321) that are past due at the reporting date but not impaired. Trade receivables that are impaired The Group's trade receivables that are impaired at the reporting date and the movement of the allowance accounts used to record the impairment are as follows: Group 2011 RM Trade receivables - nominal amounts Less: Allowance for impairment 9,899,168 (9,899,168) 2010 RM 10,093,358 (10,093,358 ) -

Movement in allowance accounts: At 1 February Charge for the financial year Written off At 31 January 10,093,358 189,101 (383,291) 9,899,168 10,084,057 9,301 10,093,358

Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

128

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

19. TRADE AND OTHER RECEIVABLES (CONTINUED)

(b) Related party balances Amounts due from related companies are unsecured, non-interest / finance bearing and are repayable upon demand. Amounts due from subsidiary companies are unsecured, non-interest / finance bearing and are repayable upon demand. Loans to subsidiaries relates to the Syndicated CMTF-i drawn down by the Company for the settlement of Sukuk Al-Ijarah on behalf of Ingress Technologies Sdn Bhd, Ingress Engineering Sdn Bhd and Ingress Precision Sdn Bhd as disclosed in Note 23. (c) Other receivables Other receivables that are impaired The Group's other receivables that are impaired at the reporting date and the movement of the allowance accounts used to record the impairment are as follows: Group 2011 RM Other receivables - nominal amounts Less: Allowance for impairment 1,851,210 (1,851,210) 2010 RM 2,398,235 (2,398,235 ) -

Movement in allowance accounts: At 1 February Charge for the financial year Written off At 31 January 2,398,235 152,646 (699,671) 1,851,210 1,333,657 1,064,578 2,398,235

Other receivables that are individually determined to be impaired at the reporting date relate to debtors that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

129

20. DUE FROM/(TO) CUSTOMERS ON CONTRACTS

Group 2011 RM Construction contract costs incurred to date Attributable profit Less: Provision for foreseeable losses Less: Progress billings 276,285,085 30,233,820 (3,612,461) 302,906,444 (267,374,748) 35,531,696 2010 RM 254,095,383 41,706,362 (9,278,732 ) 286,523,013 (247,270,487 ) 39,252,526

Presented as: Due from customers on contract (Note 19) Due to customers on contract (Note 25)

36,605,168 (1,073,472) 35,531,696

40,411,661 (1,159,135 ) 39,252,526

Retention sums on contracts, included within trade receivables (Note 19) Retention sums on contracts, included within trade payables (Note 25)

12,425,262

12,403,945

2,086,200

2,527,378

The costs incurred to date on construction contracts include the following charges made during the financial year: Group 2011 RM Interest / finance costs Rental of premises 599,874 90,586 2010 RM 207,990 68,588

130

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Notes to the Financial Statements

31 January 2011

21. CASH AND BANK BALANCES

Group 2011 RM Cash on hand and at banks Deposits with licensed banks Cash and bank balances Less: Bank overdrafts (Note 23) : Deposits under lien Cash and cash equivalents 49,013,912 24,001,988 73,015,900 (16,350,939 ) (14,669,773 ) 41,995,188 2010 RM 27,780,206 17,466,255 45,246,461 (18,829,311 ) (12,410,350 ) 14,006,800 2011 RM 300,098 3,464,998 3,765,096 (2,985,170) 779,926 Company 2010 RM 436,407 5,055,906 5,492,313 (3,002,245) 2,490,068

Deposits with licensed banks of the Group amounting to RM14,669,773 (2010: RM12,410,350) are pledged to banks for credit facilities granted to certain subsidiaries as referred to in Note 23. Included in deposits with licensed banks of the Group and the Company amounting to RM3,452,998 (2010: Nil) are in relation to restricted cash placed in Sinking Fund Account and Finance Service Reserve Account for Syndicated CMTF-i. The weighted average interest / finance rate of deposits of the Group and of the Company is 2.5% (2010: 1.9%) per annum and the average maturity of deposits of the Group and of the Company is 30 days (2010: 30 days).

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

131

22. DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE

(a) Disposal of Matrix Power Services Sdn Bhd ("MPSSB") On 12 November 2010, the Group via its subsidiary company, Multi Discovery Sdn Bhd entered into Share Sale Agreement with other shareholder of MPSSB to dispose off its entire 400,000 ordinary shares of RM1.00 each, representing 80% equity share of the Group in MPSSB for cash consideration of RM200,000. The disposal of MPSSB has been completed as at the date of this report. Statements of financial position disclosures The major classes of assets and liabilities of MPSSB classified as held for sale as at 31 January 2011 are as follows: 2010 RM Assets Non-current assets Property, plant and equipment (Note 13) Intangible assets (Note 14)

540,422 59,884 600,306

Current assets Inventories Trade receivables Other receivables Cash and bank balances

2,959,826 2,941,984 432,909 303,987 6,638,706 7,239,012

Assets of disposal group classified as held for sale Non-current liabilities Borrowings / financing Current liabilities Borrowings / financing Trade payables Other payables

9,177

3,016,415 2,502,738 897,623 6,416,776 6,425,953

Liabilities directly associated with disposal group classified as held for sale

132

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

22. DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE (CONTINUED)

(b) Disposal of long term leasehold land On 16 October 2009, the Group via Ingress Engineering Sdn Bhd entered into a Debt Settlement Agreement (the "Agreement") with a financial institution for the settlement of borrowings / financing amounting to RM18 million. Pursuant to the Agreement, RM14 million was settled by way of transfer of the long term leasehold land and the remaining balance was settled by way of cash. Long term leasehold land classified as held for sale comprise the following: Group 2010 RM Cost Accumulated amortisation At 31 January 2010 (Note 13) 9,796,958 (197,918) 9,599,040

23. BORROWINGS / FINANCING

Group 2011 RM Short term borrowings / financing Secured: Bank overdrafts Revolving credits Bills payable and trust receipts Term loans - 3.0%p.a fixed rate RM loan - THB loan at MLR + 0.25% - THB loan at MLR - 2.0% Syndicated CMTF-i Hire purchase and lease payables (Note 24) 2010 RM 2011 RM Company 2010 RM

7,922,578 20,118,700 12,935,076 6,673,821 588,840 8,376,865 10,000,000 2,837,409 69,453,289

8,484,623 39,280,325 21,889,264 11,178,917 3,628,696 84,461,825

10,000,000 89,883 10,089,883

-

Unsecured: Bank overdrafts Revolving credits Bills payable and trust receipts Term loans - Bridging loans Sukuk Al-Ijarah

8,428,361 17,500,000 15,879,945 41,808,306 111,261,595

10,344,688 22,500,000 22,867,070 18,000,000 139,997,500 213,709,258 298,171,083

2,985,170 2,000,000 4,985,170 15,075,053

3,002,245 2,000,000 5,002,245 5,002,245

Total short term borrowings / financing

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

133

23. BORROWINGS / FINANCING (CONTINUED)

Group 2011 RM Long term borrowings / financing Secured: Term loans - 3.0%p.a fixed rate RM loan - 6.55%p.a fixed rate RM loan - USD loan at BLR + 2.5% - THB loan at MLR + 0.25% - THB loan at MLR - 2.0% Syndicated CMTF-i Hire purchase and lease payables (Note 24) Total long term borrowings / financing Total borrowings Bank overdrafts (Note 21) Revolving credits Bills payable and trust receipts Term loans - Bridging loans - 3.0%p.a fixed rate RM loan - 6.55%p.a fixed rate RM loan - USD loan at BLR + 2.5% - THB loan at MLR + 0.25% - THB loan at MLR - 2.0% Syndicated CMTF-i Hire purchase and lease payables (Note 24) Sukuk Al-Ijarah Total borrowings / financing 16,350,939 37,618,700 28,815,021 26,372,317 114,618 1,668,380 9,614,946 105,000,000 5,567,262 231,122,183 18,829,311 61,780,325 44,756,334 18,000,000 3,506,110 561,740 16,506,633 6,911,299 139,997,500 310,849,252 2,985,170 2,000,000 105,000,000 724,357 110,709,527 3,002,245 2,000,000 5,002,245 2010 RM 2011 RM Company 2010 RM

19,698,496 114,618 1,079,540 1,238,081 95,000,000 2,729,853 119,860,588

3,506,110 561,740 5,327,716 3,282,603 12,678,169

95,000,000 634,474 95,634,474

-

134

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Notes to the Financial Statements

31 January 2011

23. BORROWINGS / FINANCING (CONTINUED)

Group 2011 RM 2010 RM 2011 RM Company 2010 RM

Maturity of borrowings / financing (excluding hire purchase, lease payables and Sukuk Al-Ijarah): Within one year More than 1 year and less than 2 years More than 2 years and less than 5 years More than 5 years

108,424,186 24,367,003 80,263,732 12,500,000 225,554,921

154,544,887 9,395,566 163,940,453

14,985,170 15,000,000 67,500,000 12,500,000 109,985,170

5,002,245 5,002,245

Maturity of Sukuk Al-Ijarah: Within one year

-

139,997,500

-

-

The Group's and the Company's weighted average effective interest / finance rates per annum during the financial year for borrowings / financing excluding hire purchase and lease payables, are as follows: Group 2011 % Bank overdrafts Revolving credits Bills payable Trust receipts Term loans Syndicated CMTF-i Sukuk Al-Ijarah 7.3 5.7 3.4 7.3 5.9 7.8 7.0 2010 % 6.5 4.4 2.2 7.0 7.1 7.0 2011 % 7.1 5.3 7.8 7.0 Company 2010 % 6.5 4.4 7.0

The secured bank overdrafts, revolving credits and bills payable and trust receipt of the Group are secured by fixed and floating charges over the deposits of certain subsidiaries as disclosed in Note 21.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

135

23. BORROWINGS / FINANCING (CONTINUED)

Sukuk Al-Ijarah On 30 June 2010, the Group had fully redeemed the outstanding Sukuk of RM120.3 million by utilising proceeds from Syndicated CMTF-i of RM110 million as well as from internally generated funds. Syndicated CMTF-i The Syndicated CMTF-i are secured by third party first legal charges over land and buildings owned by subsidiaries, Ingress Technologies Sdn Bhd and Ingress Engineering Sdn Bhd as disclosed in Note 13(d). 3.0%p.a fixed rate RM loan This loan is secured by way of a first fixed charge over plant and machinery as disclosed in Note 13(e). 6.55%p.a fixed rate RM loan As at 31 January 2011, this loan has been presented as part of the liabilities directly associated with disposal group classified as held for sale (Note 22(a)). THB loan at MLR - 2.0% This loan are secured by first legal charge over a freehold land, freehold buildings and plant and machinery of certain subsidiaries as disclosed in Note 13(e). THB loan at MLR + 0.25% This loan are secured by first legal charge over a freehold land, freehold buildings and plant and machinery of certain subsidiaries as disclosed in Note 13(e). USD loan at BLR + 2.5% This loan is secured by a Corporate Guarantee from the Company. Obligation under finance lease This obligations are seucred by a charge over the leased assets as disclosed in Note 13(b).

136

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

24. HIRE PURCHASE AND LEASE PAYABLES

Group 2011 RM Minimum lease payments: Not later than 1 year Later than 1 year and not later than 2 years Later than 2 years and not later than 5 years More than 5 years Less: Future interest / finance charges Present value of finance lease liabilities Present value of finance lease liabilities: Not later than 1 year Later than 1 year and not later than 2 years Later than 2 years and not later than 5 years More than 5 years 2,837,409 1,130,773 1,379,418 219,662 5,567,262 3,628,696 2,828,578 454,025 6,911,299 89,883 95,411 319,401 219,662 724,357 2,936,382 1,303,477 1,447,977 229,373 5,917,209 (349,947 ) 5,567,262 3,949,026 2,985,996 484,920 7,419,942 (508,643 ) 6,911,299 125,124 125,124 375,372 229,373 854,993 (130,636 ) 724,357 2010 RM 2011 RM Company 2010 RM

Analysed as: (Note 23) Due within 12 months Due after 12 months 2,837,409 2,729,853 5,567,262 3,628,696 3,282,603 6,911,299 89,883 634,474 724,357 -

The hire purchase and lease payable of the Group and the Company bear interest / finance cost during the financial year of 7.39% (2010: 7.65%) and 4.96% (2010: Nil) per annum respectively.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

137

25. TRADE AND OTHER PAYABLES

Group 2011 RM Current Trade payables Third party Due to customers on contracts (Note 20) Retention sum (Note 20) 2010 RM 2011 RM Company 2010 RM

86,151,683 1,073,472 2,086,200 89,311,355

92,711,689 1,159,135 2,527,378 96,398,202

-

-

Other payables Due to subsidiaries Deposits Accruals Sundry payables

581,990 2,794,186 35,620,387 38,996,563 128,307,918 231,122,183 359,430,101

2,188,690 11,189,467 38,395,827 51,773,984 148,172,186 310,849,252 459,021,438

64,555,099 216,993 376,203 65,148,295 65,148,295 110,709,527 175,857,822

78,204,501 210,500 1,321,795 79,736,796 79,736,796 5,002,245 84,739,041

Total trade and other payables Add: Borrowings / financing (Note 23) Total financial liabilities carried at amortised cost

(a)

Trade payables Group 2011 RM Included in trade payables are the following: Due to a corporate shareholder of a foreign subsidiary 2010 RM

1,365,445

1,270,119

These amounts are non-interest / finance bearing. Trade payables are normally settled on 30 to 90 days (2010: 30 to 90 days) terms. (b) Other payables These amounts are non-interest / finance bearing. Other payables are normally settled on 30 to 90 days (2010: 30 to 90 days) terms. (c) Amount due to subsidiaries These amounts are unsecured, non-interest / finance bearing and are repayable on demand.

138

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

26. SHARE CAPITAL

Number of ordinary shares of RM1 each 2011 2010

Amount 2011 RM 2010 RM

Authorised: At 1 February / 31 January Issued and fully paid: At 1 February / 31 January

100,000,000

100,000,000

100,000,000

100,000,000

76,800,000

76,800,000

76,800,000

76,800,000

27.

RESERVES

Group 2011 RM Non-distributable: Share premium Revaluation reserves: At 1 February Foreign currency translation Revaluation increase, net of deferred tax At 31 January Foreign exchange reserves: At 1 February Foreign currency translation At 31 January Hedging reserves: At 1 February As previously stated Effect of adopting FRS 139 As restated Loss on cash flows hedges At 31 January 1,024,000 1,024,000 2010 RM 2011 RM Company 2010 RM

26,148,069 (854,679 ) 25,293,390

5,503,026 78,756 20,566,287 26,148,069

-

-

3,902,135 (2,291,911 ) 1,610,224

4,470,726 (568,591 ) 3,902,135

-

-

(1,704,923 ) (1,704,923 ) (3,308,262 ) (5,013,185 ) 22,914,429

31,074,204

-

-

Distributable: Retained profits Total reserves 54,049,057 76,963,486 36,924,727 67,998,931 5,878,009 5,878,009 2,552,329 2,552,329

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

139

27.

RESERVES (CONTINUED)

The detailed movement of the above are highlighted in the statement of changes in equity. (a) Share premium Share premium arose from the issuance of ordinary shares at a price higher than the nominal value. (b) Revaluation reserve This reserve includes the cumulative net change in fair value of land and building above their cash consideration net of deferred tax. (c) Foreign exchange reserve The foreign exchange reserve represents exchange differences arising from the translation of the financial statements of foreign subsidiaries whose functional currencies are different from that of the Group's presentation currency. (d) Hedging reserve The hedging reserve represents the cumulative portion of gains and losses on hedging instruments deemed effective in cash flows hedges of an associate company. (e) Retained profits Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend paid, credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of the shareholders ("single tier system"). However, there is a transitional period of six years, expiring on 31 December 2013, to allow companies to pay franked dividends to their shareholders under limited circumstances. Companies also have an irrevocable option to disregard the Section 108 balance and opt to pay dividends under the single tier system. The change in the tax legislation also provides for the Section 108 balance to be locked-in as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007. The Company did not elect for the irrevocable option to disregard the Section 108 balance. Accordingly, during the transitional period, the Company may utilise the credit in the Section 108 balance as at 31 December 2007 to distribute cash dividend payments to ordinary shareholdings as defined under the Finance Act 2007. As at 31 January 2011, the Company has sufficient credit in the Section 108 balance to franked dividends approximately RM4,853,000 (2010: RM4,795,000) out of its retained profits and to pay the balance of its retained earnings under the single tier system. As at 31 January 2011, the Company has tax exempt income account amounting to RM20,139,000 (2010: RM20,139,000) to distribute as tax exempt dividends, subject to agreement of the Inland Revenue Board.

140

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

28. DEFERRED TAX

Group 2011 RM At 1 February Recognised in statements of comprehensive income (Note 11) Recognised in other comprehensive income At 31 January Presented after appropriate offsetting as follows: Deferred tax assets Deferred tax liabilities (18,469,933) (3,313,327) (21,783,260) 2010 RM (23,676,401) (156,163) 5,362,631 (18,469,933) 2011 RM Company 2010 RM -

(26,789,424) 5,006,164 (21,783,260)

(23,496,895) 5,026,962 (18,469,933)

(18,644 ) 18,644 -

(23,026) 23,026 -

Deferred tax liabilities of the Group: Accelerated Capital Allowances RM At 1 February 2010 Recognised in the consolidated statement of comprehensive income At 31 January 2011 At 1 February 2009 Recognised in the consolidated statement of comprehensive income Recognised in other comprehensive income At 31 January 2010 7,412,345 (6,887,211 ) 525,134 7,341,118 71,227 7,412,345

Revaluation Surplus RM 5,888,655 5,888,655 219,895 306,129 5,362,631 5,888,655

Total RM 13,301,000 (6,887,211) 6,413,789 7,561,013 377,356 5,362,631 13,301,000

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

141

28.

DEFERRED TAX (CONTINUED)

Deferred tax assets of the Group: Unused tax losses and unabsorbed allowances RM At 1 February 2010 Recognised in consolidated statement of comprehensive income At 31 January 2011 At 1 February 2009 Recognised in consolidated statement of comprehensive income At 31 January 2010 (31,587,737 ) 3,627,420 (27,960,317 ) (30,983,840 ) (603,897 ) (31,587,737 )

Others RM (183,196 ) (53,536 ) (236,732 ) (253,574 ) 70,378 (183,196 )

Total RM (31,770,933) 3,573,884 (28,197,049) (31,237,414) (533,519) (31,770,933)

Deferred tax liabilities of the Company: Accelerated Capital Allowances RM At 1 February 2010 Recognised in statement of comprehensive income At 31 January 2011 At 1 February 2009 Recognised in statement of comprehensive income At 31 January 2010 23,026 (4,382 ) 18,644 29,677 (6,651 ) 23,026

Deferred tax assets of the Company: Unused tax losses and unabsorbed allowances RM At 1 February 2010 Recognised in statement of comprehensive income At 31 January 2011 At 1 February 2009 Recognised in statement of comprehensive income At 31 January 2010 (23,026 ) 4,382 (18,644 ) (23,026 ) (23,026 )

Others RM (29,677 ) 29,677 -

Total RM (23,026) 4,382 (18,644) (29,677) 6,651 (23,026)

142

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

28. DEFERRED TAX (CONTINUED)

Deferred tax assets have not been recognised in respect of the following items: Group 2011 RM Unused tax losses Unabsorbed allowances 7,631,150 5,114,685 12,745,835 2010 RM 7,659,393 9,950,135 17,609,528 2011 RM 3,858,863 68,202 3,927,065 Company 2010 RM 3,887,106 228,598 4,115,704

The availability of the unused tax losses and unabsorbed allowances for offsetting against future taxable profits of the respective subsidiaries are subject to no substantial changes in shareholdings of those subsidiaries under Section 44(5A) and (5B) of Income Tax Act, 1967.

29.

CAPITAL COMMITMENTS

Group 2011 RM Capital expenditure: Approved and contracted for Authorised but not contracted for 14,927,941 27,704,890 42,632,831 2010 RM 42,730,628 65,238,089 107,968,717

30.

CONTINGENT LIABILITIES

Company 2011 RM Guarantees given to financial institutions for facilities utilised by subsidiaries 2010 RM

137,195,585

311,899,221

In general, it has been the financial institution's practice to accept a corporate guarantee to secure loan facility. It may be required together with other forms of securies. Acceptance of such guarantee by the financial institution does not imply that special / lower interest / finance rate is also offered. It does however help the financial insitution in credit evaluation process prior to the ficility approval.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

143

31.

MATERIAL LITIGATION

(a) Kuala Lumpur High Court Civil Suit No. S-22-147-2007 A subsidiary of the Group, namely Ingress Fabricators Sdn Bhd ("IFSB") ("the Plaintiff"), had served a Writ of Summons & Statement of Claims ("the Writ") dated 8 February 2007 filed at the Kuala Lumpur High Court against Ramunia Fabricators Sdn Bhd ("the Defendant"). In this suit, IFSB is claiming for the following sums alleged to be due and owing by the Defendant to IFSB in respect of the contract to provide management, supervision, qualified manpower, tools, consumables and equipments: (i) (ii) (iii) The sum of RM1,494,700; Interest at the rate of 8% per annum on the said sum from 9 November 2006 until full settlement; Interest on all damages awarded at the rate of 8% per annum from the date of judgment until full settlement; Costs; and Such further or other relief that the Honorable Court deems fit and proper to grant.

(iv) (v)

In ensuring compliance with the next Case Management directions, the amendment of Pleadings was filed in second week of March, thus the sum of RM1,494,700 for variation works and acceleration costs is now reduced to RM1,350,939. The Amended Statement of Claims was endorsed on 11 April 2011. The next Case Management had been fixed tentatively on 12 July 2011. Prior to this Case Management the Court is seriously considering another Case Management earlier. (b) Kuala Lumpur High Court Civil No. S22-424-2007 Ingress Fabricators Sdn Bhd ("IFSB") ("the Plaintiff"), had served a Writ of Summons & Statement of Claims ("the Writ") dated 25 April 2007 filed at the Kuala Lumpur High Court against Ramunia Fabricators Sdn Bhd ("the Defendant"). In this suit, IFSB is claiming for the following sums alleged to be due and owing by the Defendant to IFSB in relation to the contract to provide structural works for Guntong E-Jacket, E8DR-A Substructure, E11P-B Substructure and E8DRA Topside: (i) (ii) (iii) (iv) The sum of RM3,794,912; The sum of RM198,129; The sum of RM235,732; Interest on all damages awarded at the rate of 8% per annum from the date of judgement until full settlement; Costs; and Such further or other relief that the Honorable Court deems fit and proper to grant.

(v) (vi)

The next Case Management had been tentatively on 12 July 2011. Prior to this Case Management the Court is seriously considering another Case Management earlier.

144

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

31. MATERIAL LITIGATION (CONTINUED)

(c) Kuala Lumpur High Court Civil Suit No. S-22-1134-2008 Ingress Fabricators Sdn Bhd ("IFSB") and Technical Business Group Sdn Bhd ("TBGSB") ("the Plaintiff"), had filed a Writ of Summons & Statement of Claims ("the Writ") dated 18 December 2008 at the Kuala Lumpur High Court against Ramunia Fabricators Sdn Bhd and Shaharudin Bin Tahir ("the Defendant"). In this suit, IFSB and TBGSB is claiming for the following sums alleged to be due and owing by the Defendant to IFSB and TBGSB in respect of outstanding principal and retention sum amount of the contract to provide management, supervision, qualified manpower, tools, consumables and equipments: (i) (ii) The sum of outstanding principal amount of RM3,917,073; Interest at the rate of 8% per annum on the said sum from 18 December 2008 until the date of judgement; Interest at the rate of 8% per annum from the date of judgement until full settlement; The sum of outstanding retention money amount of RM633,807; Interest at the rate of 8% per annum on the said sum from 18 December 2008 until the date of judgement; Interest at the rate of 8% per annum from the date of judgement until full settlement; The sum of variation order claims amount of RM39,745;

(iii) (iv) (v)

(vi) (vii)

(viii) Interest at the rate of 8% per annum on the said sum from 18 December 2008 until the date of judgement; and (ix) Interest at the rate of 8% per annum from the date of judgement until full settlement.

The above suit against Ramunia has been consolidated with suit no. S-22-419-2010 on 9 November 2010. The next Case Management had been fixed tentatively on 12 July 2011. Prior to this Case Management the Court is seriously considering another Case Management earlier. (d) Kuala Lumpur High Court Civil Suit No. S-22-419-2010 Ingress Fabricators Sdn Bhd (IFSB) ("the Plaintiff"), had served a Writ of Summons & Statement of Claims ("the Writ") dated 13 May 2010 (after the Restraining Order leave application granted by court) filed at the Kuala Lumpur High Court against Ramunia Fabricators Sdn Bhd ("the Defendant"). In this suit, IFSB is claiming for the following sums alleged to be due and owing by the Defendant to IFSB in relation to the contract E8DRA Topside (Piping) to provide management, supervision, qualified manpower, tools, consumables and equipments: (i) (ii) (iii) The work done under Main Contract of RM617,168; The retention sum of RM50,000; and The interest at rate of 8% per annum on the above from 9 November 2006 until full settlement.

The above suit against Ramunia has been consolidated with suit S-22-1134-2009 on 9 November 2010.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

145

31.

MATERIAL LITIGATION (CONTINUED)

(d) Kuala Lumpur High Court Civil Suit No. S-22-419-2010 (continued) All four suits against Ramunia has been consolidated vide Court's Order dated 9 November 2010. Due to recent amendment of Pleadings, the total amount claimed shall be reduced from RM10,314,163 to RM10,170,402. The next Case Management had been fixed tentatively on 12 July 2011. Prior to this Case Management the Court is seriously considering another Case Management earlier. (e) Kuala Lumpur High Court, Commercial Division - Civil Suit No. D-22 NCC-586-2010 On 26 March 2010, PNA Technologies Sdn Bhd ("PNA") filed a Writ of Summon and Statement of Claims at the Kuala Lumpur High Court against Ingress Engineering Sdn Bhd ("IESB"). Inter-alia, PNA is claiming an amount of RM3,650,776 as at 13 January 2010, plus interest. Its Statement of Claims stated that it was for the sum due and payable by IESB for the supply of raw material and wire harness components in respect of Proton Saga BLM and Proton Persona by PNA to IESB. On 3 June 2010, IESB filed Statement of Defense and Counter Claim at the Kuala Lumpur High Court disputing the claims by PNA on the ground that, inter-alia, the invoices submitted by PNA to IESB were not according to Proton's QAF5 requirements and the figures therein were never agreed by IESB. Further, the transportation and accommodation costs charged as well as exchange rates used by PNA in its invoices were deemed unreasonable. IESB refuted all the claims made by PNA and in return, is counter-claiming from PNA an amount of RM489,751, for overcharging of transportation costs by PNA together with interest. The case went into two days of full trial on 22 February 2011 and 2 March 2011. The trial was adjourned at the end of the second day, with the trial Judge requesting both parties to consider resuming the Mediation process which both parties are still in negotiation under the mediation process to-date. The directors do not expect the claims to have any adverse material impact on the financial result and operation of the Group in the current financial year.

146

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

32. RELATED PARTY DISCLOSURES

Group 2011 RM (a) Sales of products by subsidiaries to: Perodua Manufacturing Sdn Bhd * (b) Purchases of materials by subsidiaries from: G-Shin Corporation Sdn Bhd **** Combat Coating (M) Sdn Bhd **** Katayama Kogyo Co., Ltd ** Yonei Co., Ltd *** (c) Purchases of machinery and tooling by subsidiaries from: Katayama Kogyo Co., Ltd ** Yonei Co., Ltd *** (d) Advisory fees payable by subsidiaries to: Katayama Kogyo Co., Ltd ** 2,889,127 2,047,151 859,248 7,180,149 7,047,151 3,502,989 92,795 1,944,071 8,779,720 12,315 943,737 954,738 165,597,174 115,298,705 2010 RM

*

Perodua Manufacturing Sdn Bhd is an associate company of a corporate shareholder of a subsidiary - Ingress Technologies Sdn Bhd Katayama Kogyo Co., Ltd is a foreign corporate shareholder of subsidiaries - Ingress Autoventures Co., Ltd and Ingress Precision Sdn Bhd Yonei Co., Ltd is a foreign corporate shareholder of a subsidiary - Ingress Autoventures Co., Ltd

**

***

**** G-Shin Corporation Sdn Bhd and Combat Coating (M) Sdn Bhd are companies related to former executive director of the Company. These companies supply parts and raw materials to subsidiaries - Ingress Technologies Sdn Bhd and Ingress Precision Sdn Bhd

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

147

32.

RELATED PARTY DISCLOSURES (CONTINUED)

(e) Significant transactions between the Company and related parties during the financial year are as follows: Group 2011 RM Rental expenses Management fees paid/payable by subsidiaries Dividend income from subsidiaries Intercompany interest paid/payable by subsidiaries 399,906 9,141,551 4,666,667 5,058,178 2010 RM 184,279 2,181,504 2,000,000 1,814,663

The directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties. (f) Compensation of key management personnel Key management personnel are defined as those having authority and responsibility for planning, directing and controlling the activities of the Group and of the Company either directly or indirectly. The key management personnel include all the directors of the Group and of the Company and certain members of senior management of the Group and of the Company. The remuneration of key management personnel of the Group and of the Company during the financial year are as follows: Group 2011 RM Salaries and other emoluments Bonus Fees Benefits-in-kind 5,515,883 567,230 36,000 38,400 6,157,513 2010 RM 6,249,876 140,802 36,000 36,000 6,462,678 2011 RM 556,558 88,304 130,000 14,400 789,262 Company 2010 RM 533,788 140,000 19,700 693,488

Included in the total key management personnel are: Group 2011 RM Directors' remuneration (Note 10) 6,157,513 2010 RM 6,462,678 2011 RM 789,262 Company 2010 RM 693,488

148

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

33. FAIR VALUE OF FINANCIAL INSTRUMENTS

(a) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value Group Carrying Amount RM At 31 January 2011 Financial Liabilities Term loans - non-current - 3.0%p.a fixed rate RM loan (Note 23) Hire purchase and lease payables - non-current (Note 24) Fair Value RM Carrying Amount RM Company Fair Value RM

19,698,496 2,729,853 22,428,349

22,911,474 2,476,371 25,387,845

634,474 634,474

561,372 561,372

At 31 January 2010 Financial Liabilities Hire purchase and lease payables - non-current (Note 24)

3,282,603

3,019,357

-

-

Investment in equity instruments carried at cost (Note17) Fair value information has not been disclosed for the Group's investments in equity instruments that are carried at cost because fair value cannot be measured reliably. These equity instruments represent ordinary shares in a company that is not quoted on any market.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

149

33.

FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

(b) Determination of fair value Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value: Note Trade and other receivables (current) Loan to subsidiaries (non-current) Trade and other payables (current) Borrowings / financing (current) Borrowings / financing (non-current) - USD loan at BLR + 2.5% - THB loan at MLR + 0.25% - THB loan at MLR - 2.0% 19 19 25 23

23 23 23

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values, either due to their short-term nature or that they are floating rate instruments that are re-priced to market interest rates on or near the reporting date. The carrying amounts of the current portion of borrowings / financing are reasonable approximations of fair values due to the insignificant impact of discounting. The fair values of current borrowings / financing are estimated by discounting expected future cash flows at market incremental lending rate for similar types of lending, borrowing / financing or leasing arrangements at the reporting date.

34.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk and market price risk. The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Chief Financial Officer and Divisional Financial Controller. The Audit Committee provides independent oversight to the effectiveness of the risk management process. It is, and has been throughout the current and previous financial year, the Group's and the Company is policy that no derivatives shall be undertaken except for the use as hedging instruments where appropriate and cost-efficient. The Group and the Company do not apply hedge accounting.

150

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

34. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

The following sections provide details regarding the Group's and Company's exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks. (a) Credit risk The Group's credit risk is primarily attributable to trade receivables. The Group trades only with recognised and creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the Group's exposure to bad debts is not significant. Since the Group trades only with recognised and creditworthy third parties, there is no requirement for collateral. Credit risk cocentration profile The Group determines concentrations of credit risk by monitoring the country and industry sector profile of its trade receivables on an ongoing basis. The credit risk concentration profile of the Group's and the Company's trade receivables at the reporting date are as follows: Group 2011 RM By country: Malaysia Thailand Indonesia % of total RM 2010 % of total

44,184,934 29,973,955 2,316,390 76,475,279

58% 39% 3% 100%

54,776,741 27,520,328 1,112,033 83,409,102

66% 33% 1% 100%

Group 2011 RM By industry sectors: Automotive Power industry Oil and gas % of total RM 2010 % of total

68,330,223 5,760,332 2,384,724 76,475,279

89% 8% 3% 100%

71,879,723 7,274,039 4,255,340 83,409,102

86% 9% 5% 100%

At the reporting date, approximately: 32% (2010: 36%) of the Group's trade receivables were due from 4 major customers who are multi-industry conglomerates located in Malaysia. 0.3% (2010: 0.3%) of the Group's trade and other receivables were due from related parties while almost all of the Company's receivables were balances with related parties.

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

151

34.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(a) Credit risk (continued) Financial assets that are neither past due nor impaired Information regarding trade receivables that are neither past due nor impaired is disclosed in Note 19. Financial assets that are either past due or impaired Information regarding trade receivables that are either past due or impaired is disclosed in Note 19. (b) Liquidity risk The Group and the Company manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that refinancing, repayment and funding needs are met. As part of its overall liquidity management, the Group and the Company maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group and the Company strives to maintain available banking facilities at a reasonable level to its overall debt position. As far as possible, the Group and the Company raises committed funding from both capital markets and financial institutions and balances its portfolio with some short term funding so as to achieve overall cost effectiveness. Analysis of financial instruments by remaining contractual maturities The table below summarises the maturity profile of the Group's and the Company's liabilities at the reporting date based on contractual undiscounted repayment obligations. On demand or within one year Group At 31 January 2011 Financial liabilities Trade and other payables Borrowings / financing Total undiscounted financial liabilities Company At 31 January 2011 Financial liabilities Other payables Borrowings / financing Total undiscounted financial liabilities One to five years Over five years

Total

128,307,918 122,362,684 250,670,602

125,248,147 125,248,147

18,500,949 18,500,949

128,307,918 266,111,780 394,419,698

65,148,295 17,710,941 82,859,236

99,898,421 99,898,421

12,622,009 12,622,009

65,148,295 130,231,371 195,379,666

152

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

34. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(c) Interest rate risk The Group's and the Company primary interest / finance rate risk relates to interest-bearing debt, as the Group and the Company had no substantial long-term interest-bearing assets as at 31 January 2011. The investment in financial assets are mainly short term in nature and they are not held for speculative purposes but have been mostly placed in fixed deposits which yield better returns than cash at bank. The information on maturity dates and effective interest / finance rates of financial assets and liabilities are disclosed in their respective notes. Sensitivity analysis for interest / finance rate risk At the reporting date, if interest / finance rates had been 10 basis points lower / higher, with all other variables held constant, the Group's and the Company profit net of tax would have been RM244,010 and RM90,395 respectively higher / lower, arising mainly as a result of lower / higher interest / finance expense on floating rate borrowings / financing. The assumed movement in basis points for interest / finance rate sensitivity analysis is based on the currently observable market environment. (d) Foreign exchange risk The Group is exposed to transactional currency risk primarily through sales and purchases that are denominated in a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily Thai Baht, Japanese Yen and Indonesian Rupiah. Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level. The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or investment is located or by borrowing in currencies that match the future revenue stream to be generated from its investments. The net unhedged financial assets and financial liability of the Group companies that are not denominated in their functional currencies are as follows: Net financial assets / (liabilities) held in Non-functional currencies EURO US Dollar Japanese Yen RM'000 RM'000 RM'000

Functional currency of group companies At 31 January 2011 Thai Bath Ringgit Malaysia Indonesia Rupiah

Total RM'000

74 74

(1,076) (4,269) (5,345)

(9,797 ) (9,797 )

(10,873 ) 74 (4,269 ) (15,068 )

At 31 January 2010 Thai Bath Ringgit Malaysia Indonesia Rupiah

268 268

(403) (4,595) (4,998)

(5,404 ) (5,404 )

(5,807 ) 268 (4,595 ) (10,134 )

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

153

35.

CAPITAL MANAGEMENT

The primary objective of the Group's and the Company's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value. The Group and the Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the financial years ended 31 January 2011 and 31 January 2010. The Group and the Company monitors capital using a gearing ratio, which is the aggregate amount of all outstanding borrowings / financing divided by equity attributable to the owners of the parent less all intangibles. The Group's and the Company's policy is to keep the gearing ratio at a reasonable rate. Group 2011 RM Borrowings / financing (Note 23) Equity attributable to the owners of the parent Less: Intangible assets (Note 14) 231,122,183 2010 RM 310,849,252 2011 RM 110,709,527 Company 2010 RM 5,002,245

153,763,486 (3,543,816 ) 150,219,670 154%

144,798,931 (4,237,021) 140,561,910 221%

83,638,009 (9,882 ) 83,628,127 132%

79,352,329 (16,627) 79,335,702 6%

Gearing ratio

36.

EVENTS OCCURING AFTER THE REPORTING DATE

On 16 February 2011, the Company has entered into a Sale and Purchase of Shares Agreement on the disposal of the entire 960,000 ordinary shares of RM1.00 each in an associate company, Maju Nusa Sdn Bhd to third party for a cash consideration of RM100,000. The disposal has yet to be completed as at the date of this report.

37.

SEGMENT INFORMATION

(a) Business Segments: The Group is organised into two major business segments: (i) Automotive Division comprising: (a) Automotive components manufacturing (b) Premium automotive dealership Power Engineering and Projects Division comprising: (a) Power engineering and railway (b) Oil and gas

(ii)

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

154

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

37. SEGMENT INFORMATION (CONTINUED)

Power Engineering and Projects Division 2011 2010 RM RM

Automotive Division 2011 2010 RM RM REVENUE AND EXPENSES Revenue External sales Inter-segment sales Total revenue Result Operating profit / (loss) Interest / Finance costs Share of result of associates Profit before tax Income tax expense Profit for the financial year

Corporate 2011 2010 RM RM

Elimination 2011 2010 RM RM

Consolidated 2011 2010 RM RM

680,320,102 560,535,633 36,548,952 54,036,360

80,856,597 786,160 81,642,757

90,086,534 189,471 90,276,005

13,808,217 13,808,217

4,181,504 4,181,504

-

- 761,176,699 650,622,167 -

(51,143,329) (58,407,335)

716,869,054 614,571,993

(51,143,329) (58,407,335) 761,176,699 650,622,167

44,609,328

39,574,066

(2,093,467)

(1,998,454)

9,717,838

(160,006)

(3,178,242)

222,158

49,055,457

37,637,764

(16,538,167) (18,554,355) (1,462,181) 492,718 (1,462,181) 31,055,109 (1,272,320) 29,782,789 492,718 19,576,127 (1,031,794) 18,544,333

ASSETS AND LIABILITIES Segment assets 699,725,255 748,448,957 113,195,022 118,080,150 258,535,831 163,131,370 (509,141,543) (405,724,414) 562,314,565 623,936,063 Investment in associates 2,820,439 11,123,718 2,820,439 11,123,718 Consolidated total assets Segment liabilities Consolidated total liabilities OTHER INFORMATION Capital expenditure 32,263,185 Depreciation & amortisation 68,707,907 443,549,592 516,609,395 107,806,889 114,212,247 175,857,822 565,135,004 635,059,781 84,739,041 (361,358,249) (256,539,245) 365,856,054 459,021,438 365,856,054 459,021,438

36,164,638 51,914,020

639,591 695,974

362,637 812,642

886,573 174,090

7,820 168,432

(825,797)

-

33,789,349

36,535,095 52,077,729

(817,365) 68,752,174

NOTES TO THE FINANCIAL STATEMENTS 31 JANUARY 2011

annual report 2010 / 2011

155

37.

SEGMENT INFORMATION (CONTINUED)

(b) Geographical Segments: The Group operates in three major geographical areas as follows:

Malaysia 2011 2010 RM RM Total revenue from external customers Segment assets Capital expenditure

Thailand 2011 RM 2010 RM

Indonesia 2011 2010 RM RM 13,116,480 30,178,188 213,305

Consolidated 2011 2010 RM RM

576,030,124 519,388,503 172,030,095 123,436,219 376,522,204 443,577,848 158,434,612 163,380,823 18,104,113 32,430,397 15,471,931 3,651,335

7,797,445 761,176,699 650,622,167 28,101,110 565,135,004 635,059,781 453,363 33,789,349 36,535,095

156

I n g r e s s C o r p o r a tio n Be r h a d

Notes to the Financial Statements

31 January 2011

38. SUPPLEMENTARY INFORMATION - BREAK DOWN OF RETAINED PROFITS INTO REALISED AND UNREALISED

The breakdown of the retained profits of the Group and of the Company as at 31 January 2011 into realised and unrealised profits is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Group 2011 RM'000 Total retained profits of the Company and its subsidiaries - Realised - Unrealised Total share of retained profits from associates - Realised Retained profits as per financial statements

Company 2011 RM'000

22,422,267 26,789,424 49,211,691 4,837,366 54,049,057

6,838,009 6,838,009 6,838,009

annual report 2010 / 2011

157

Analysis of Equity Structure as at 23 May 2011

Authorised Share Capital Issued and Fully Paid Up Capital Class of Shares Voting Rights RM100,000,000 RM76,800,000 Ordinary shares of RM1.00 each One vote for every share

No. of Holders 31 246 1,970 540 74 3 2,864

Size of Shareholdings Less than 100 shares 101 ­ 1,000 shares 1,001 ­ 10,000 shares 10,001 to 100,000 shares 100,001 to less than 5% of issued shares 5% and above of issued shares Total

Total Holdings 1,141 180,570 7,337,348 15,370,001 25,034,440 28,876,500 76,800,000

% 0.00 0.24 9.55 20.01 32.60 37.60 100.00

Directors' Interest in Shares as at 23 May 2011

Name Direct Holdings No. % 50,000 8,602,800 12,000 571,200 6,000 9,242,000 0.07 11.20 0.02 0.00 0.00 0.74 0.01 12.04 Indirect Holdings No. % 0.00 15,360,000 * 20.00 0.00 0.00 0.00 0.00 0.00 15,360,000 20.00 Related Corporation 1. 2. 3. 4. 5. 6. 7. Shamsudin @ Samad bin Kassim Datuk Rameli bin Musa Dato' Vaseehar Hassan bin Abdul Razack Dato' Zulkifly @ Ibrahim bin Ab Rahman Abdul Khudus bin Mohd Naaim Ungku Farid bin Ungku Abd Rahman Abdul Rahim bin Hj Hitam Total

* Deemed interested by virtue of his shareholdings in Ramdawi Sdn Bhd

Substantial Shareholders as at 23 May 2011

Number of Shares Held Name of Shareholders 1. Ramdawi Sdn Bhd 2. Datuk Rameli bin Musa 3. Mayban Securities Nominees (Asing) Sdn Bhd Kim Eng Securities Pte Ltd for Horizon Growth Fund N.V

^ Via his shareholdings in Ramdawi Sdn Bhd

Direct Total Shareholdings 15,360,000 8,602,800

% 20.00 11.20

Indirect Total Shareholdings 15,360,000 ^

% 0.00 20.00

4,913,700

6.40

-

0.00

158

I n g r e s s C o r p o r a tio n Be r h a d

Name of Top 30 Shareholders as at 23 May 2011

Name of Shareholders 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Ramdawi Sdn Bhd Datuk Rameli bin Musa Mayban Securities Nominees (Asing) Sdn Bhd Kim Eng Securities Pte Ltd for Horizon Growth Fund N.V Lembaga Tabung Haji Ab Rahim bin Husain Mayban Nominees (Asing) Sdn Bhd Pledged Securities Account for San Tuan Sam Ahmad Fadzil bin Mohamad Azura binti Abdul Halim Amanahraya Trustees Berhad Dana Johor Cimsec Nominees (Tempatan) Sdn Bhd CIMB Bank for Kuan Peng Ching @ Kuan Peng Soon (MM1076) Sakinah Sharon Needle Taman Bakti (M) Sdn Bhd Ungku Farid bin Ungku Abd Rahman ECML Nominees (Tempatan) Sdn Bhd Bank Muamalat Malaysia Berhad for Ab Wahab bin Ismail (1202) Improve Performance Investments Limited OSK Nominees (Tempatan) Sdn Berhad Pledged securities Account for Tan Ming Wai Public nominees (Tempatan) Sdn Bhd Pledged Securities Account for Tan Lim Soon (E-KPG) Mohd Yusof bin Ibrahim Lim Kew Seng Amin Husain bin Harun EB Nominees (Tempatan) Sendirian Berhad

Total Shareholdings 15,360,000 8,602,800 4,913,700 3,839,920 1,617,600 1,177,700 743,400 718,000 678,000 632,600 591,600 572,400 571,200 550,000 502,500 498,000 495,000 492,400 442,300 414,320

Percentage (%) of Shareholdings 20.00 11.20 6.40 5.00 2.11 1.53 0.97 0.93 0.88 0.82 0.77 0.75 0.74 0.72 0.65 0.65 0.64 0.64 0.58 0.54

Pledged Securities Account for Mohamed Zameel bin Mohamed Hussain (EPIC-KLG) 22 23 24 25 26 27 28 29 30 Nik Mohamad Pena bin Nik Mustapha TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Loh Eng Cheang HLB Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Mah Siew Seong Tae Sew Tin Kenanga Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Abdul Malek bin Othman Taman Bunga Merlimau Sdn Bhd Ab Wahab bin Ismail Lai Ka Chee Mohd Nor bin Manap Total 304,799 284,000 280,000 280,000 263,200 46,741,639 0.40 0.37 0.36 0.36 0.34 60.86 375,000 317,000 0.49 0.41 400,000 0.52 414,200 410,000 0.54 0.53

annual report 2010 / 2011

159

List of Properties

Location / Description

Intended / Existing use

Approximate age of building (years)

Land area / Built-up area (square feet)

Tenure

Revaluation date

Net carrying amount as at 31 January 2011 (RM'000)

Ingress Engineering Sdn Bhd Nilai Industrial Estates PT Nos. 2475 & 2476 HS (D) 75367 & HS (D) 75368 Mukim of Setul District of Seremban Negeri Sembilan Darul Khusus PT No 11469 HS (M) 9638 Mukim of Kajang District of Hulu Langat Selangor Darul Ehsan Unit 17-1-1 to 17-1-14 HS (D) 75362, PT No 2193 Mukim of Setul District of Seremban Negeri Sembilan Darul Khusus Nilai Spring (Bandar Nilai Utama) GRN 197544, Lot 26332 Mukim of Bandar Nilai Utama PT Nos. 8613 & 8614 HS (M) 5188 & 5189 Sungai Penchala Mukim Kuala Lumpur Wilayah Persekutuan 60000 Kuala Lumpur Ingress Technologies Sdn Bhd Bukit Beruntung Industrial Estates HS (D) 39152 PT 13990 Seksyen 20 Mukim Bandar Serendah District of Ulu Selangor Selangor Darul Ehsan EG-05 to EG-08, E1-05 to E1-08, E2-05 to E2-08, E3-05 to E3-08, E4-05 to E4-08 Rose Court Block E, Bandar Bukit Sentosa 48300 Rawang, Selangor Darul Ehsan Industrial land Industrial building Canteen & Prayer room Staff accomodation 13 7 7 7 365,564 62,735 103,117 12,325 15,640 Master Title (freehold) Freehold October 2009 October 2009 October 2009 9,200 7,711 17,735 2,567 1,291 Industrial land Industrial building 16 303,074 109,517 Leasehold for 99 years (expiry September 2092) October 2009 October 2009 6,136 12,115

Industrial land Industrial building Staff accomodation 19

43,560 25,900

Leasehold for 99 years (expiry September 2086)

October 2009 October 2009 October 2009

1,568 2,226

17

9,494

Strata Title (freehold)

630

Land

6

12,425

Freehold

October 2009

250

Commercial & office building Land

3

78,689

-

March 2009 March 2009

40,635

81,623

Lease

5,348

160

I n g r e s s C o r p o r a tio n Be r h a d

List of Properties

Location / Description

Intended / Existing use

Approximate age of building (years)

Land area / Built-up area (square feet)

Tenure

Revaluation date

Net carrying amount as at 31 January 2011 (RM'000)

Ingress Autoventures Co., Ltd Plot No S26, (phase 11A) Eastern Seaboard Industrial Estates (Rayong) off Highway 331 Pluakdaeng District Amphur Pluakdaeng Rayong Province, Thailand Hi-Tech Industrial Estate 64/6 Moo 1 Tambol Ban Lane Amphur Bang Pa-in Ayutthaya 13160, Thailand PT Ingress Malindo Ventures Blok GG-7A, 7B & GG-8 Jl. Industri Selatan 6A Blok GG-7 A-B Kawasan Industri Jababeka Tahap II Cikarang, Indonesia Fine Components (Thailand) Co., Ltd 600 Moo 4, T.Makhamkhu King-Am-Pur Nikhompattana, Rayong 21180 Thailand Industrial land Industrial building 9 413,334 70,716 Freehold November 2009 November 2009 3,040 3,551 Industrial land Industrial building 8 8 143,031 10,473 Leasehold for 30 years (expiry March 2033) December 2009 December 2009 2,822 1,553 Industrial land Industrial building 14 10 220,183 39,957 52,334 191,664 7 55,768 Freehold Freehold November 2009 November 2009 November 2009 November 2009 November 2009 3,745 6,052 6,079 3,745 8,627

Industrial land Industrial building

Proxy Form

Number of Shares held (Before completing this form please refer to the Notes below) I/We ............................................................................................... IC No./Passport No./Co. No. ............................................................ (full name in capital letters) of (Address) .................................................................................................................................................................................................. being a member of INGRESS CORPORATION BERHAD, do hereby appoint ........................................................................................ ........................................................................................................................................................................................................................ (full name in capital letters) of (Address) .................................................................................................................................................................................................. or failing him, the Chairman of the Meeting, as my/our proxy, to vote for me/us and on my/our behalf, at the Twelfth Annual General Meeting of the Company to be held on Wednesday, 27 July 2011 at Pacific Ballroom, Level 2, Seri Pacific Hotel Kuala Lumpur, Jalan Putra, 50746 Kuala Lumpur at 10.30 a.m. or any adjournment thereof. My/our proxy is to vote as indicated below:Resolution Resolution 1 Agenda Receive the Directors' Report, Auditors' Report and Audited Financial Statements for the financial year ended 31 January 2011. Payment of directors' fees for the financial year ended 31 January 2011. Re-election of Dato' Vaseehar Hassan bin Abdul Razack. Re-election of Abdul Rahim bin Haji Hitam. Re-appointment of Messrs Ernst & Young as the Company's Auditor. To authorise the directors under Section 132D of the Companies Act, 1965, to allot and issue new shares in the Company. For Against

Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6

(Please indicate with "X" on the spaces provided how you wish your votes to be cast. In the absence of specific directions, your proxy will vote or abstain from voting at his discretion.)

Dated this ______________ day of ________________2011

_________________________________________ Signature of Member(s)/Common Seal

Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his or her stead. 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 appointer or his or her attorney duly appointed under a power of attorney or if such appointer is a corporation either under its common seal or under the hand of an officer or attorney duly appointed under a power of attorney. 3. Where a member appoints more than one proxy, the appointment is invalid unless the proportions of holdings represented to each proxy are specified. 4. The instrument appointing a proxy must be deposited at the registered office of the Company, Lot 2778, 5th Floor, Jalan Damansara, Sungai Penchala, 60000 Kuala Lumpur, at least forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof. 5. Registration of members/proxies attending the meeting will be from 9.00 a.m. on the day of the meeting. Members/proxies are required to produce their identification documents for registration.

(fold here)

affix postage here

INGRESS CORPORATION BERHAD Lot 2778, Fifth Floor, Jalan Damansara, Sungai Penchala, 60000 Kuala Lumpur, Malaysia.

(fold here)

INGRESS CORPORATION BERHAD

(490799-K)

2010 / 2011 ANNUAL REPORT

INGRESS CORPORATION BERHAD

(490799-K)

Lot 2778, 5th Floor, Jalan Damansara, Sungai Penchala, 60000 Kuala Lumpur, Malaysia. Tel: 603-7725 5565 Fax: 603-7725 5560 / 61 E-mail: [email protected]

www.ingresscorp.com.my

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