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BINTAI KINDEN CORPORATION BERHAD

(Company No.290870-P)

ANNUAL REPORT 2009

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

BINTAI KINDEN CORPORATION BERHAD

(Company No.290870-P)

No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul 51000 Kuala Lumpur, Malaysia

CONTENTS

02 | Chairman's Statement 06 | Corporate Information 07 | Branch Offices of the Group 08 | Board of Directors 13 | Statement on Corporate Governance 18 | Audit Committee Report 22 | Statement on Internal Control 25 | Statement on Directors' Responsibility 25 | Additional Compliance Information 27 | Financial Statements 91 | List of Properties 95 | Analysis of Shareholdings 98 | Notice of Annual General Meeting Proxy Form

CHAIRMAN'S STATEMENT

The year 2008/2009 has been the most turbulent in recent times for the global financial markets that has affected all economies and businesses worldwide. Malaysia is no exception. Despite the challenging market environment, the Group has performed reasonably well as it has turned around into a profitable year.

On behalf of the Board of Bintai Kinden Corporation Berhad, I present herewith the Annual Report and Financial Statements of the Company and the Group for the financial year ended 31 March 2009.

Tan Sri Dato' Kamaruzzaman bin Shariff Chairman

Financial Performance Review

Amidst this challenging business environment, the Group posted a profit before tax of RM5.6 million for the financial year under review as compared to a loss before tax of RM30.4 million last year. The profit before tax was achieved on the back of a revenue of RM187.2 million as compared to a revenue of RM149.8 million in the previous year. The significant improvement was mainly attributable to the higher level of activity, better margin and write back of contract costs previously overprovided. The improvement is offset by impairment charges on investment and additional provisions against debts in the current difficult economic environment.

Review of Operations

Throughout the year, the Group stayed focused on its core competencies. Mechanical and electrical

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costs and also the uncertainty due to the financial crisis. The Group is currently adopting a cautious approach in view of the current market conditions. However, recent initiatives by the Government to stimulate the economy by increasing development spending are expected to produce results over time. This will help to eventually revive consumer confidence and spending. The products and timing of the launch will be studied carefully before any decision is made. Although the current total order book will keep the Group busy at least for the next two years, we are still actively seeking new opportunities in M&E works in Malaysia and the region from private developments and the various stimulus packages announced by the various governments. The Group's 49% associated company, KBK Dubai Contracting LLC, in joint venture with two other consortium parties which secured a contract to design, build and implement a customized mechanical and electrical plumbing system for the grandstand and boathouse sections of the Nad Al Sheba racecourse in Dubai, United Arab Emirates is expected to complete the contract by the last quarter of 2009. The Group will continue to actively seek attractive opportunities in the Middle East to further enhance its revenue streams. However, like elsewhere, there are still uncertainties in the region and the Group will be cautious in accepting projects.

Nad Al Sheba Racecourse, Dubai, United Arab Emirates

("M&E") engineering activities were the main revenue contributor contributing the lion's share of the Group's revenue of RM177 million or 95%. The Group is fortunate to have secured several fairly large M&E jobs in Singapore and we are in the midst of completing these jobs. Bintai Kindenko Pte Ltd ("BKPL"), a subsidiary of the Company incorporated in Singapore is progressing well with its work on the Resorts World at Sentosa project and the Meritus Mandarin Hotel project. These jobs are expected to be completed within a year. BKPL has secured several smaller projects and is bidding for more jobs mainly focusing on the Singapore Government initiated projects such as universities, hospitals, development of new townships and infrastructure projects. Its subsidiary in Vietnam has started to take advantage of business opportunities over there since the market turmoil there has shown signs of stabilizing. In Malaysia, the Group recently secured a RM54.5 million sub-contract work to carry out electrical installation works in connection to the construction and completion of the Superstructure Main Contract Works for the Proposed Mixed Development on Lot 171 (Lot C) at Persiaran KLCC, Kuala Lumpur City Center, Kuala Lumpur. Last year, the Group intended to launch the final phase of the Sentul Perdana development. However, this has been delayed as a result of the escalating construction material and labour

Resorts World at Sentosa, Singapore

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CHAIRMAN'S STATEMENT

(cont'd)

Resorts World at Sentosa, Singapore

Dividend

The Board does not recommend the payment of a dividend for the financial year ended 31 March 2009 (2008: nil)

Outlook

Given the current global economic woes, the outlook for 2009/2010 remains uncertain 6. and the ensuing impact on the business will be difficult to predict. Nevertheless, the Group hopes business sentiments will improve by early 2010 once the Government stimulus plans gather momentum and the world economy show some stability. The Group will continue to implement good business strategies to meet the challenges ahead and seek opportunities for growth. The Board remains optimistic that the Group will be able to respond appropriately to challenges throughout this unprecedented global crisis and believes that the Group will emerge stronger after this.

Corporate Social Responsibility

Whilst we pursue our business commitments, we acknowledge our responsibility to our employees, shareholders, our business partners and the communities in which we do our business as well as the environment we operate in. We seek to align our business, social and environmental practices within regulatory requirements and we encourage the same standards of environmental care from our suppliers and business partners.

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CHAIRMAN'S STATEMENT

(cont'd)

Board Changes and Acknowledgment

Finally, let me extend my sincere gratitude to my colleagues on the Board for their insights and contributions. I thank Syed Ahmad Bin Abu Bakar who has retired and my sincere appreciation to him for his invaluable contribution and service to the Group. I also warmly welcome our new directors, Lim Boon Soon and Foong Chee Meng who bring on board many years of experience. We look forward to their contributions. To improve the effectiveness and accountability of the Board, we have streamlined our management structure accordingly. Ong Puay Koon has now assumed the position of Executive Vice Chairman. Lim Boon Soon has been appointed as the Group Managing Director/Chief Executive Officer. Together with the rest of the directors who are professionals with vast experience in their respective fields, we are confident that the Group will continue to be managed in the most transparent manner upholding sound corporate governance practices. My thanks also go to our shareholders, customers, bankers and business associates for their continuing support to the Group. Last but not least, my appreciation to all the employees of the Group for their commitment and dedication. As we move forward into another year, rest assured that the Group remains committed to pursuing all relevant opportunities. We will work to improve the Group's growth and profitability as well as enhancing shareholders' value.

Tan Sri Dato' Kamaruzzaman Bin Shariff Chairman

15 July 2009

Nad Al Sheba Racecourse, Dubai, United Arab Emirates

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CORPORATE INFORMATION

Board of Directors

Tan Sri Dato' Kamaruzzaman bin Shariff Ong Puay Koon Lim Boon Soon Ong Choon Lui Peter John Farrar Dato' Ang Liang Kim Foong Chee Meng Ahmad Razlan bin Tan Sri Dato' Seri Ahmad Razali Toru Tanimoto Tokumoto Masashi (Independent Non-Executive Chairman) (Executive Vice Chairman) (Group Managing Director/Chief Executive Officer) (Deputy Managing Director/Deputy Chief Executive Officer) (Independent Non-Executive Director) (Non Independent Non-Executive Director) (Independent Non-Executive Director) (Independent Non-Executive Director) (Non-Independent Non-Executive Director) (Alternate Director to Toru Tanimoto)

Audit Committee

Peter John Farrar (Chairman) Tan Sri Dato' Kamaruzzaman bin Shariff Ahmad Razlan bin Tan Sri Dato' Seri Ahmad Razali Foong Chee Meng

Messrs Tay & Helen Wong Advocates & Solicitors Suite 703, Block F, Phileo Damansara 1 No. 9 Jalan 16/11 46350 Petaling Jaya Selangor Darul Ehsan, Malaysia Messrs Lee Hishammuddin Allen & Gledhill Advocate & Solicitors Level 16, Menara TM Asia Life, No 189, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia Messrs Belden Advocate & Solicitors Level 1B, Block B, Kompleks Pejabat Damansara, Jalan Dungun, Damansara Heights, 50490 Kuala Lumpur, Malaysia Messrs Ali Kamaruddin & Ravi Advocate & Solicitors Suite 8-8-6, Menara Mutiara Bangsar, Jalan Liku, Off Jalan Bangsar, 59100 Kuala Lumpur, Malaysia Messrs A.J. Ariffin, Yeo & Harpal Advocate & Solicitors 3rd Floor, Wisma Cheong Hin, 116-118 Jalan Pudu, 55100 Kuala Lumpur, Malaysia Messrs Kadir, Andri & Partners Advocate & Solicitors 8th Floor, Menara Safuan, 80 Jalan Ampang, 50450 Kuala Lumpur Malaysia

Messrs Victor, Wong & Chien Advocate & Solicitors 1st Floor, Lot 642 & 643, North Yu Seng Road P.O. Box 1353 98008 Miri, Sarawak, Malaysia

Nomination Committee

Tan Sri Dato' Kamaruzzaman bin Shariff (Chairman) Ong Puay Koon Peter John Farrar

Registered Office

No. 43-0-8. Jalan 1/48A Sentul Perdana Bandar Baru Sentul 51000 Kuala Lumpur, Malaysia Tel : 603-40426233 Fax : 603-40448246

Remuneration Committee

Tan Sri Dato' Kamaruzzaman bin Shariff (Chairman) Ong Puay Koon Ahmad Razlan bin Tan Sri Dato' Seri Ahmad Razali

Registrar

Tenaga Koperat Sdn Bhd Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia Tel : 603-2264 3883 Fax : 603-2282 1886

Company Secretary

Low Siok Heong

Auditors

GEP Associates Chartered Accountants

Solicitors

Messrs Azam Lim & Pang Advocates & Solicitors Suite 2B-10-1, 10th Floor, Block 2B Plaza Sentral, Jalan Stesen Sentral 5 Kuala Lumpur Sentral 50470 Kuala Lumpur, Malaysia Messrs Shearn Delamore & Co Advocates & Solicitors 7th Floor, Wisma Hamzah ­ Kwong Hing No. 1 Leboh Ampang 50100 Kuala Lumpur, Malaysia

Bankers

Affin Bank Berhad AmBank Berhad Bangkok Bank Berhad Bank Muamalat Malaysia Berhad CIMB Bank Berhad EON Bank Berhad Malayan Banking Berhad RHB Bank Berhad United Overseas Bank Limited

Stock Exchange Listing

Main Board, Bursa Malaysia Securities Berhad

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BRANCH OFFICES OF THE GROUP

Kota Kinabalu Penang

Shah Alam

Melaka Johor Bahru Kuching

Shah Alam

No. 19 & 21 Jalan Bagan Terap 26/11, Seksyen 26 Kawasan Perindustrian HICOM, Sektor B 40000 Shah Alam Selangor Darul Ehsan Tel No. : 03-5191 5505 Fax No. : 03-5191 5458

Melaka

No. 145, Jalan Hang Jebat (Jonker Street) 75200 Melaka Tel No. : 06-282 3876/06 284 0655 Fax No. : 06-284 8748

Penang

No. 17, Ground & First Floor Jalan Perai Jaya 4 Bandar Perai Jaya 13700 Perai, Pulau Pinang Tel No. : 04-390 9220/04-390 3220 Fax No. : 04-397 9220

Johor Bahru

No. 69, Jalan Kempas 2/1 Taman Perindustrian Tanah Tampoi Jalan Tampoi 81200 Johor Bahru Johor Darul Takzim Tel No. : 07-238 9357/07-238 9358 Fax No. : 07-238 9351

Kota Kinabalu

Unit No. 1-1-2, Lot 12 1st Floor, Block B Plaza Juta, Likas, Jalan Tuaran 89400 Kota Kinabalu, Sabah Tel No. : 088-439592/088-439596 Fax No. : 088-422 060

Kuching

Lot 8.04, 8th Floor Wisma Saberkas Jalan Tun Abang Haji Openg 93000 Kuching, Sarawak Tel No. : 082-410 895 Fax No. : 082-420 398

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BOARD OF DIRECTORS

Tan Sri Dato' Kamaruzzaman bin Shariff

Malaysian, age 67 Chairman of the Board, independent and non-executive director Chairman of the Nomination and Remuneration Committees Member of the Audit Committee

Tan Sri Dato' Kamaruzzaman was appointed to the Board on 24 May 2006 and on 30 August 2006 was appointed the Chairman. He graduated from University of Malaya in 1964 with a Bachelor of Arts degree and obtained a Diploma of Public Administration from Carleton University, Canada in 1969 and Masters in Public Administration from Syracuse University, USA in 1979. He served the Malaysian Civil Service for 38 years where he held various senior positions in the Federal and State Government, having served the last six (6) years as the Mayor of Kuala Lumpur from 1995 to 2001. His other postings include Secretary General of the Ministry of Defence from 1992 to 1995, Deputy Director General of the Public Services Department in 1992, Penang State Secretary from 1988 to 1992, Secretary in the Cabinet Division of the Prime Minister's Department from 1983 to 1987, Director of External Assistance and

General Affairs in the Economic Planning Unit of the Prime Minister's Department from 1980 to 1983 and senior positions in the Public Services Department from 1972 to 1980 and the Ministry of Education from 1964 to 1972. He has vast administrative, strategic planning and management experience by virtue of his long service in the Malaysian Civil Service. He currently sits on the boards of Metronic Global Berhad, Emas Kiara Industries Berhad, Kontena Nasional Berhad and Lereno Bio-Chem Ltd, a company listed on the Stock Exchange of Singapore. He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended all the five scheduled meetings of the Board.

Ong Puay Koon

Malaysian, age 65 Executive Vice Chairman Executive Director Member of Nomination and Remuneration Committees

Ong Puay Koon has served as Chief Executive Officer and Managing Director from 21 October 1997 till 20 October 2008. On 26 November 2008, he was re-designated as Executive Vice Chairman. He graduated with a Diploma of Electrical Engineering from Singapore Polytechnic and is an Associate Member of the Institution of Incorporated Engineers, UK since 1978. An engineer with extensive experience in Electrical and Mechanical Engineering, design and construction, Mr. Ong's expertise also covers project management and project financing. In 1973, he founded Bintai Kindenko (M) Sdn. Bhd and successfully led the business development team. In support of the Government's goals of technology transfer, in 1982, he ventured with Tuan Syed Ahmad

bin Abu Bakar and Kinden Corporation of Japan, to form Kejuruteraan Bintai Kindenko Sdn Bhd, which subsequently led to the listing of Bintai Kinden Corporation Berhad on the Main Board of the Bursa Malaysia Securities Berhad in 1998. He is also sits on the board of Lereno Bio-Chem Ltd and also holds positions as director of several other private limited companies. He does not have any family relationship with any director and/or major shareholder of the Company other than his son, Mr Ong Choon Lui, who is an Executive Director of the Company. During the financial year, he attended all the five scheduled meetings of the Board.

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BOARD OF DIRECTORS

(cont'd)

Lim Boon Soon

Malaysian, age 50 Group Managing Director/Chief Executive Officer

Lim Boon Soon was appointed to the Board as an Executive Director on 13 October 2008 and subsequently appointed as Managing Director on 20 October 2008. He later assumed the role of Group Managing Director/Chief Executive Officer on 26 November 2008. He holds a Bachelor of Arts Degree in Accountancy and Finance from Heriot-Watt University, Edinburgh and is a member of The Institute of Chartered Accountants of Scotland. He has more than 20 years experience in accounting, finance and operations. He started his career as an auditor in Price Waterhouse in the Singapore and Hong Kong offices in 1986 and has since held various senior managerial positions. He joined Shaw Asset Management,

Hong Kong in 1992 as Director of Finance and Operations and in 1993 for the same position in Clemente Capital Asia Ltd, Hong Kong. In 1996, he joined HLG Capital Bhd as its Group Financial Controller ("GFC"). Mr Lim was then transferred to Hong Leong Bank Bhd in 2001 to assume the position of GFC until November 2003 where he left to join ECM Libra Berhad as its Chief Financial Officer. Prior to joining the Company, he was the Chief Operating Officer of Landmarks Bhd. He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended the two scheduled meetings of the Board that were held after his appointment.

Ong Choon Lui

Singaporean, age 37 Deputy Managing Director/Deputy Chief Executive Officer

Ong Choon Lui was appointed to the Board as a NonExecutive Director on 2 August 2000 and subsequently assumed the position of an Executive Director in 16 September 2003. On 26 November 2008, he was redesignated as Deputy Managing Director/Deputy Chief Executive Officer. He graduated from Nanyang Technological University, School of Electrical and Electronics Engineering, Singapore, in 1997 with a Bachelor in Engineering (Honours Second Class Upper Division). He is a member of Institute of Electrical and Electronics Engineer, Inc. since 1997. He began his engineering profession in 1997 as an electrical engineer with Bechtel International, Inc. where he was principally involved in electrical contracting, design and

research of electrical system of industrial chemical plants. He was attached for a year with Kinden Corporation. He is a director of Lereno Bio-Chem Ltd and also sits on the board of several other private limited companies. He does not have any family relationship with any director and/or major shareholder of the Company other than his father, Mr. Ong Puay Koon, who is the Executive Vice Chairman of the Company. During the financial year, he attended all the five scheduled meetings of the Board.

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BOARD OF DIRECTORS

(cont'd)

Peter John Farrar

British, age 62 Independent and non-executive director Chairman of Audit Committee Member of Nomination Committee

Peter Farrar was appointed to the Board on 29 August 2001. He graduated from Newcastle University with a degree in economics and accounting in 1968 and is a Fellow of the Institute of Chartered Accountants of England and Wales, qualifying in 1971. He joined Price Waterhouse in the UK in 1968 and became a partner in 1980. He was seconded to the Middle East in 1980 and returned to London in 1987 as a partner in the firm's financial services audit practice. In 1996 he joined Saudi International Bank as Chief Financial Officer and was appointed a director in April 1999. After leaving the bank in 2000 he became Chief Financial Officer of an internet company, later becoming an independent consultant in the financial services industry and lastly

a Managing Director of a London based professional services firm, from which he retired on 31 December 2005. He has extensive experience in international business and financial services. On 26 November 2006, Mr. Farrar was appointed an independent non-executive director of Lereno Bio-Chem Ltd and Chairman of its Audit Committee. He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended all the five scheduled meetings of the Board.

Dato' Ang Liang Kim

Singaporean, age 61 Non-Independent Non-Executive Director

Dato' Ang, a Singaporean domiciled in Malaysia and holds a higher certificate, was appointed to the Board as an Executive Director and Chief Operating Officer on 12 September 2000 and subsequently was re-designated as Deputy Managing Director in November 2006. On 26 November 2008, he resigned as Deputy Managing Director and remained on Board as a Non-Independent Non-Executive Director. He has been involved in project management since 1972 and became Engineering Manager of Contium Engineering Pte Ltd and Project Superintendent of a Canadian consulting firm. He was a Senior Manager of Bintai Kindenko Pte Ltd ("BKPL") (1979 - 1988) and an Associate Director of Bintai Kindenko (M) Sdn. Bhd. (1988). He joined Kejuruteraan Bintai Kindenko Sdn Bhd ("KBK") in July

1996 as an Executive Vice President and is currently the Director in KBK. He relinquished the position of President/ Chief Executive Officer of KBK in January 2007. He has more than 32 years of experience, extensive knowledge and exposure in the mechanical and electrical engineering industries. He is a director in some of the subsidiaries companies within the Group and also sits on the boards of several other private limited companies. He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended four (including one via teleconferencing) of the five scheduled meetings of the Board.

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BOARD OF DIRECTORS

(cont'd)

Foong Chee Meng

Malaysian, age 43 Independent non-executive director Member of Audit Committee

Foong Chee Meng was appointed to the Board on 13 October 2008. On 26 November 2008, he was appointed as a member of the Audit Committee. Foong Chee Meng, graduated with a B.Econ, LL.B (Hons) and LL.M degrees from the University of Sydney, Australia. In 1989, he was admitted as a solicitor in the Supreme Court of New South Wales and the Federal Court of Australia. In 1993, he was admitted as an advocate and solicitor in the High Court of Malaya. Prior to setting up Foong & Partners, Foong Chee Meng was a solicitor with Messrs Zaid Ibrahim & Co in 1993 and a partner there for 7 years, where he led the Corporate & Commercial and Foreign Investment practice groups.

Before Zaid Ibrahim & Co, he started his practice in 1989 as a solicitor with Messrs. Baker & McKenzie in Sydney, Australia for over 3 years. Currently, Foong Chee Meng is the Managing Partner at Messrs. Foong & Partners, Kuala Lumpur. He is also a Member of the Disciplinary Committee Panel of the Malaysian Bar Council. He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended all the two scheduled meetings of the Board that were held after his appointment.

Ahmad Razlan Bin Tan Sri Dato' Seri Ahmad Razali

Malaysian, age 36 Independent non-executive director Member of Audit Committee and Remuneration Committee

Ahmad Razlan was appointed to the Board on 23 June 1999. He completed his degree in accounting at Edith Cowan University, Perth, Australia, in 1994. He began his accounting profession in 1994 with Price Waterhouse where he was involved in corporate finance related work. In 1997, he was appointed the Senior Manager of Business Development, Vice President, and the Head of the Internal Audit Division of Bintai Kinden Corporation Berhad (1997 - 2000). Presently, he is the Managing Director of Armah Properties Sdn Bhd, a property development

company. He is also actively involved in the business event and motor sports management where he is the Director and Chief Executive Officer of Pineapple Concerts Sdn Bhd and Pineapple Motor Sports Sdn Bhd respectively. During the year, he was appointed Chief Executive Officer of Sepang International Circuit. He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended three of the five scheduled meetings of the Board.

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BOARD OF DIRECTORS

(cont'd)

Toru Tanimoto

Japanese, age 51 Non-independent and non-executive director

Toru Tanimoto was appointed to the Board on 22 May 2007. He graduated from Takasaki City University in March, 1981. He started his career with Kinden Corporation ("Kinden") in April 1981 where he was involved in Personnel and Accounting Department of Kinden Head Office in Osaka. He was an Assistant Manager of the Administration Department, International Division prior to his promotion to Finance Director of PT Rakintam, Indonesia from September 1996 to April 2001. In May 2001, he was appointed Director of Nihon Libertec Co Ltd, a position which he held until July 2005. In July 2005,

he was appointed as Assistant General Manager, Finance Department of Kinden. Presently, he is the Deputy General Manager of Administration Department, International Division of Kinden. He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he attended four of the five scheduled meetings of the Board.

Tokumoto Masashi

Japanese, age 41 Alternate Director to Toru Tanimoto

Tokumoto Masashi was appointed to the Board as the alternate Director to Toru Tanimoto on 30 May 2007. He graduated from Fukuyama University in March, 1990 and started his career with Kinden Corporation ("Kinden") in April 1990 as Project Engineer. Mr. Tokumoto actively participated in various projects located in South East Asia. In 2002, he was promoted to General Manager, in charge of Kinden International Ltd., Singapore Branch

and he is now the General Manager of Asean Region Main Branch Office. He has extensive experience in electrical installation, design, estimation and LAN installation. He does not have any family relationship with any director and/or major shareholder of the Company. During the financial year, he did not attend as alternate director at the scheduled meetings of the Board.

Details of membership in Board Committees DIRECTORS Audit Committee Tan Sri Dato' Kamaruzzaman Bin Shariff Ong Puay Koon Peter John Farrar Ahmad Razlan Bin Tan Sri Dato' Seri Ahmad Razali Foong Chee Meng Member Chairman Member Member (appointed on 26.11.2008) BOARD COMMITTEES Remuneration Committee Chairman Member Member Nomination Committee Chairman Member Member -

* None of the Directors has any conflict of interest with the Company. * None of the Directors has had convictions for any offences within the past 10 years.

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STATEMENT ON CORPORATE GOVERNANCE

The Board of Directors is supportive of the adoption of principles and best practices as enshrined in the Malaysian Code on Corporate Governance ("the Code") throughout the Group. It is recognized that the adoption of the highest standards of governance is imperative for the protection and enhancement of stakeholders' value and the performance of the Group. The Board believes that corporate accountability complements business practices that will facilitate the achievement of the Group's goals and objectives. The Board is pleased to report on the application of the Code and the extent of compliance with the best practices of the Code as required under the Listing Requirements of the Bursa Malaysia Securities Berhad ("Bursa Securities"). A. BOARD OF DIRECTORS i. The Board The Board has the overall stewardship responsibilities of providing strategic leadership, overseeing the business conduct, identification and management of principal risks, and ensuring the adequacy and integrity of internal control systems. The Board has delegated specific responsibilities to four (4) committees, namely, the Audit Committee, Remuneration Committee, Nomination Committee and the ESOS Committee, all of which discharge their duties and responsibilities within their respective Terms of Reference. The actual decision is the responsibility of the Board after considering the recommendations of the respective committee. ii. Board Meetings Board meetings are scheduled in advance at the end of the year to enable Directors to plan ahead. Meetings are held every quarter and additional meetings are convened as and when necessary. During the financial year ended 31 March 2009, a total of Five (5) Board meetings were held. The record of each Director's attendance at these meetings are as follows: Name of Directors Tan Sri Dato' Kamaruzzaman Bin Shariff Ong Puay Koon Lim Boon Soon (appointed on 13 October 2008) Ong Choon Lui Peter John Farrar Dato' Ang Liang Kim Foong Chee Meng (appointed on 13 October 2008) Ahmad Razlan Bin Tan Sri Dato' Seri Ahmad Razali Toru Tanimoto Tokumoto Masashi (alternate director to Toru Tanimoto) Syed Ahmad Bin Abu Bakar (retired on 27 September 2008) No. of meetings attended 5 out of 5 5 out of 5 2 out of 2 5 out of 5 5 out of 5 4 out of 5 2 out of 2 3 out of 5 4 out of 5 3 out of 3 % of attendance 100 100 100 100 100 80 100 60 80 100

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STATEMENT ON CORPORATE GOVERNANCE

(cont'd)

iii. Composition of the Board and Board Balance The Board currently comprises nine (9) Directors of which three (3) are Executive Directors, four (4) are Independent Non-Executive Directors and two (2) Non-Independent Non-Executive Director. The basis of independence adopted by the Board is in accordance with the definition of Independent Director under the Listing Requirements of Bursa Securities. The main elements of fulfilling the criteria are the appointment of Directors who are not members of management (Non-Executive Directors) and who are free of any relationship which could interfere with the exercise of independent judgment or the ability to act in the interests of the Company. The Board complies with the Listing Requirements of Bursa Securities which requires at least two (2) directors or onethird of the Board of the Company, whichever is the higher, to be independent directors. The composition of the Board is well balanced and the Company is led and controlled by an experienced Board made up of professionals and entrepreneurs who have a diverse range of business and financial experience. This mix of skills and experience is essential for the successful attainment of the corporate plans and objectives of the Group. The profile of each Director is set out on pages 8 to 12 of this Annual Report. The Executive Directors are responsible for implementing the policies and decisions of the Board, overseeing the daily operations as well as business development of the Group. The Independent Non-Executive Directors provide independent and constructive views in ensuring that the strategies proposed by the management are studied and deliberated to take account of the interests not only of the Group, but also of the other stakeholders. The roles of the Independent Non-Executive Chairman and the Group Managing Director/Chief Executive Officer are clearly defined, with each carrying out his duties and responsibilities within the Group. Currently, the Board is chaired by Tan Sri Dato' Kamaruzzaman Bin Shariff, an Independent Non-Executive Director and he is responsible for ensuring the effectiveness of the Board. Lim Boon Soon, the Group Managing Director/Chief Executive Officer, leads the management in the operation and implementation of Board's policies and decisions. iv. Supply of Information Prior to meetings of the Board and Board committees, appropriate documents which include the agenda and reports are circulated to all members. All Directors have full access to information with Board papers distributed in advance of meetings. This ensures that the Directors have time to review the issues to be deliberated at the meetings and also to expedite the decision making process. Senior management are invited to be present at the Board and Audit Committee meetings, as and when required, to provide further explanation and representation to the Board. Besides Board meetings, the Board also exercises control on matters that require Board's approval through circulation of Directors' resolutions. All Directors have access to the advice and services of the Company Secretary and may also seek independent professional advice, if necessary, at the Company's expense, in discharging their duties. v. Board Committees The following Board Committees have been established to assist the Board in the execution of its duties and responsibilities. The functions and terms of reference of the Committees as well as authority delegated by the Board to these Committees are clearly defined.

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STATEMENT ON CORPORATE GOVERNANCE

(cont'd)

a.

Audit Committee The Audit Committee comprises members all of whom are Independent Non-Executive Directors. The Audit Committee reviews issues of accounting policy and presentation for external financial reporting, monitors the work of the internal audit function and ensures an objective and professional relationship is maintained with the external auditors. Its principal function is to assist the Board in maintaining a sound system of internal control. The Audit Committee has full access to the auditors, both internal and external, who, in turn, have access at all times to the Chairman of the Committee. The Committee meets with the external auditors, without any executive present, at least twice a year. A separate report of the activities of the Audit Committee is set out on pages 18 to 21 of this Annual Report.

b.

Nomination Committee The Nomination Committee has been charged with recommending new candidates to the Board. However, the Board has the final decision on appointments after considering the recommendations of the Committee. The Nomination Committee will review the required mix of skills, experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board.

c.

Remuneration Committee The Remuneration Committee is responsible for developing the remuneration policy framework and recommending to the Board the remuneration packages and other terms of employment of the Executive Directors whilst the Board as a whole determines the remuneration of the Non-Executive Directors. The Remuneration Committee also recommends to the Board for approval, the directors' fees to be paid to each of the Non-Executive Directors. The individual Director concerned does not participate in the discussion of his own remuneration. Fees payable to all Directors are subject to shareholders' approval at the Annual General Meeting. Details of the Directors' remuneration are set out in Note 27 to the financial statements on page 77 of this Annual Report.

d.

Employee Share Option Scheme ("ESOS") Committee The ESOS Committee was established to administer the Company's ESOS. The Committee's principal function is to ensure that the ESOS is administered in accordance with the by-laws approved by the shareholders of the Company. The present ESOS was implemented on 10 December 2005 and is governed by the by-laws that were approved by the shareholders on 24 August 2005. During the financial year, no options were granted or exercised.

vi. Appointment and Re-election of Directors Procedures relating to the appointment and re-election of directors are contained in the Company's Articles of Association. New Directors are subject to election by shareholders at the annual general meeting following their appointment. The Articles also provide that one-third of the Directors, inclusive of the Managing Director, are required by rotation to submit themselves once at least in three years, for re-election by shareholders at an annual general meeting. Directors over the age of seventy (70) years are required to submit themselves for re-appointment annually under Section 129(6) of the Companies Act, 1965.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

15

STATEMENT ON CORPORATE GOVERNANCE

(cont'd)

vii. Directors' training The Directors are encouraged to attend briefings and seminars to keep abreast with the latest developments in the industry and to enhance their skills and knowledge. The details of the training programme attended by the directors during the financial year are as follows: Topic Boardroom Agenda comprising 7 modules · · · · · · · EmergingIssuesforPublicCompanies (Malaysian Code on Corporate Governance) EmergingIssuesforPublicCompanies (Corporate Social Responsibility Framework) StrategicRisk BlueOceanStrategy-AnOverview UnderstandingStrategicWaves CaseStudies StrategicThinking Attended by 1. 2. 3. 4. 5. 6. 7. 8. Tan Sri Dato' Kamaruzzaman Bin Shariff Ong Puay Koon Lim Boon Soon Ong Choon Lui Peter John Farrar Dato' Ang Liang Kim Foong Chee Meng Toru Tanimoto

During the year, the newly appointed Directors, Lim Boon Soon and Foong Chee Meng have also attended the Mandatory Accreditation Program. Ahmad Razlan Bin Tan Sri Dato' Seri Ahmad Razali was not able to attend any training during the financial year as he had to attend to business matters overseas. The Directors will continue to evaluate the training needed and to attend other relevant training programmes to further enhance their skills and knowledge to keep abreast with the changing business developments relevant to the industry in which the Group is in. B. SHAREHOLDERS The Board recognizes the importance of transparency and accountability to its shareholders. Information is disseminated through various disclosures and announcements made to Bursa Securities which includes the quarterly reports and annual report. The Company's Annual General Meeting serves as a principal forum for dialogue with the shareholders. At the General Meetings, the Board provides opportunities for shareholders to raise questions on the business activities of the Group and its proposed resolutions. The Bursa Malaysia Securities Berhad, through its website at www.bursamalaysia.com publishes all the Company's announcements including a full version of the Quarterly Results announcements and the Annual Report. In addition, the Company has its own website at www.bintai.com.my which the shareholders can access for information.

16

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

STATEMENT ON CORPORATE GOVERNANCE

(cont'd)

C. ACCOUNTABILITY AND AUDIT i. Financial Reporting The Board takes due care and reasonable steps to ensure a balanced report of the Group's financial position on a going concern basis and its prospects is presented to the shareholders, in compliance with the provisions of the Companies Act, 1965 and applicable accounting standards approved by the Malaysian Accounting Standards Board. The Board is assisted by the Audit Committee to oversee the Group's financial reporting processes and the quality of the financial reporting. ii. Statement of Board of Directors' Responsibility for preparing the Financial Statements The statement explaining the Board of Directors' responsibility for preparing the annual financial statements is set out on page 25 of this Annual Report. iii. Internal Control The Board recognises the importance of maintaining a sound system of internal control for the Group in order to safeguard shareholders' interest in the Group's assets. As such, the internal audit function assists the Audit Committee in reviewing the state of internal control of the Group and to highlight areas for management improvement. The state of internal control of the Group is explained in greater detail in the enclosed Statement of Internal Control as set out on pages 22 to 24 of this Annual report. iv. Relationship with Auditors Through the Audit Committee, the Board maintains a good working relationship with the external auditors and ensures their independence. The Audit Committee reviews the audit plans, scope of audit and audit report as well as their professional fees. The appointment of the External Auditors is subject to the approval of the shareholders at the annual general meeting of the Company. The External Auditors are invited to attend the Audit Committee meetings. The External Auditors are expected to present their audit plans, to report their findings to the Audit Committee and to discuss on matters that necessitate the Board's attention. The Audit Committee also meets with the external auditors, without the presence of the Executive Directors and management, at least twice a year.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

17

AUDIT COMMITTEE REPORT

1.

MEMBERSHIP AND MEETINGS The Audit Committee comprises the following members and details of attendance of each member at Committee meetings held during the year are as follows:Composition of Audit Committee Peter John Farrar Chairman/Independent Non-Executive Director (A Fellow of the Institute of Chartered Accountants in England and Wales) Tan Sri Dato' Kamaruzzaman Bin Shariff Member/Independent Non-Executive Director Ahmad Razlan bin Tan Sri Ahmad Razali Member/Independent Non-Executive Director Foong Chee Meng Member/Independent Non-Executive Director (Appointed on 26 November 2008) Total meetings attended 4/4 Percentage of attendance (%) 100

4/4 3/4 1/1

100 75 100

Secretary Low Siok Heong Lim Jong Joan (resigned on 2.4.2009) The Group Financial Controller and Head of Internal Audit were in attendance at each Audit Committee meeting, together with other members of management as appropriate. The external auditors were present at certain meetings to report to the Audit Committee on their activities and other specific issues. The Audit Committee also met twice during the year with the external auditors without management present. 2. TERMS OF REFERENCE 2.1 Objectives The principal objectives of the Audit Committee are to provide an independent overview of the way in which the Group conducts its affairs and to ensure conformity with good corporate governance in terms of good internal controls, reliable financial information and giving additional emphasis to the audit function performed by the internal and external auditors. It provides assistance to the Board in fulfilling its fiduciary responsibilities relating to financial accounting and reporting practices and enhances the independence of the external and internal audit functions. The Committee seeks to create a climate of discipline and control which will reduce the opportunity for fraud; it reviews high level operational procedures and controls to ensure transparency, integrity and accountability in the conduct of the Group's activities so as to safeguard the rights and interests of the Shareholders.

18

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

AUDIT COMMITTEE REPORT

(cont'd)

2.2

Criteria for Membership a. The Committee shall be appointed by the Board of Directors and shall consist of not less than three (3) members. All the Committee members shall be non-executive directors with a majority of them being independent directors. No alternate director is to be appointed to the Committee. The members of the Committee shall elect a Chairman from among their number who shall be an independent director. At least one member of the Committee must meet the criteria of an Accountant as specified by the Bursa Malaysia Securities Berhad Listing Requirements Paragraph 15.10(1c). The members shall collectively have knowledge of the industries in which the Group operates. The members shall have the ability to read and understand financial statements, cash flow and key performance indicators. Members shall have the ability to understand key business risks as well as financial risks and related controls.

b. c. d. e. f. 2.3

Meetings The Committee shall meet not less than four (4) times a year. A quorum shall consist of two (2) members who are independent directors. Both the Group Financial Controller and Head of Internal Audit shall attend every meeting together with other members of management who shall be invited to attend the meetings as appropriate. The independent director members of the Committee shall meet the external auditors, the internal auditors or both, without the attendance of other directors and employees of the company, whenever deemed necessary. Minutes of each meeting shall be distributed to each member of the Committee and the Board. The Chairman of the Committee shall report on each meeting to the Board. The Secretary to the Committee shall be the Company Secretary.

2.4

Authority The Audit Committee is authorised by the Board: a. b. c. d. e. to review any activity of the Group within its Terms of Reference; to have access to the resources necessary to perform its duties; to have full and unrestricted access to any employee and information pertaining to the Group. to have direct communication channels with the internal and external auditors; and to obtain independent legal or other professional advice it considers necessary.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

19

AUDIT COMMITTEE REPORT

(cont'd)

2.5

Duties and Responsibilities a. To consider and recommend to the Board the appointment, resignation and/or dismissal of the external auditors, the audit fee and any matters related thereto. To discuss the issues and recommendations arising from the interim and final audits and any matter the external auditor may wish to discuss (in the absence of management if necessary). To appoint the Head of Internal Audit and to approve any appointment or termination of senior staff members of the internal audit function. To review any appraisal or assessment of the performance of members of the internal audit function and also to provide a resigning staff member an opportunity to explain such resignation. To review with the external and/or internal auditors:· theauditplan,itsscopeandnature. · thesystemofinternalcontrolsanditseffectiveness,particularlythoserelatingtoareasofsignificantrisk. · anymattersarisingincludingauditors'reportsormanagementlettersandanymanagementresponse. · theadequacyofscope,functions,competencyandresourcesoftheinternalauditfunction,andthatithas the necessary authority to carry out its work. · theinternalauditprogrammeandconsiderthemajorfindingsofinternalauditinvestigations,management responses thereto and whether or not appropriate action is being taken on the recommendations of internal audit . To review and recommend adoption or amendment of major accounting policies, principles and practices. To review with management and/or internal auditors the quarterly, half yearly and yearly unaudited financial statements of the Group and the Company before submission to the Board, focusing particularly on:· changesinorimplementationofnewaccountingpoliciesandpractices · majorjudgmentalareas · significantadjustments · thegoingconcernassumption · significantandunusualevents · compliancewiththeapplicableapprovedaccountingstandards · compliancewiththeBursaMalaysiaSecuritiesBerhadListingRequirementsandotherlegalrequirements. To review with the external auditors the annual financial statements of the Group and the Company and directors' report, and to recommend them to the Board for approval. To review related party transactions that may arise within the Group or the Company and any other major transactions outside the normal course of business of the Group and the Company. To satisfy itself that the allocation of options pursuant to the share scheme for employees was in accordance with the scheme by-laws. To review the assistance and co-operation given by the Group's employees to the auditors. Such other matters as the Board may from time to time determine.

b.

c.

d. e. f. g. h. i. j.

20

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

AUDIT COMMITTEE REPORT

(cont'd)

3.

SUMMARY OF ACTIVITIES During the financial year the Audit Committee carried out the following activities: 3.1 Financial Results a. b. Reviewed the quarterly unaudited financial results of the Company and the Group with the Group Financial Controller and other management before recommending them for approval by the Board of Directors. Reviewed the annual audited financial statements of the Company and the Group with the external auditors prior to submission to the Board of Directors for their approval. The review was, inter-alia, to ensure compliance with:· ProvisionsoftheCompaniesAct,1965; · ListingRequirementsofBursaMalaysiaSecuritiesBerhad(BMSBListingRequirements); · ApplicableapprovedaccountingstandardsinMalaysia;and · Otherlegalandregulatoryrequirements.

3.2

Internal Audit a. b. c. Reviewed and approved the annual internal audit plan. Reviewed the internal audit reports, audit recommendations and management's response to these recommendations. Monitored the implementation of the audit recommendations through follow up audit reports to ensure that all key risks and controls have been addressed.

3.3

External Audit a. Reviewed with the external auditors: · theirauditplan,auditstrategyandscopeofworkfortheyear; · the results of the annual audit, their audit report and management letter together with management's responses to the findings of the external auditors.

3.4

Other activities a. b. c. d. Reviewed the related party transactions entered into by the Company and the Group. Reviewed compliance with the BMSB Listing Requirements. Reviewed status of material litigation. Reviewed changes to the terms of reference of the Risk Management Committee.

4.

INTERNAL AUDIT FUNCTION The internal audit function is performed in-house and the cost incurred for the financial year amounted to approximately RM100,000. The Internal Audit Department assists the Audit Committee in the discharge of its duties and responsibilities. Its role is to provide independent and reasonable assurance that the systems of internal controls are adequate and operating effectively. Further details about the Internal Audit Department are set out in the Statement on Internal Control.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

21

STATEMENT ON INTERNAL CONTROL

INTRODUCTION The Malaysian Code on Corporate Governance stipulates that the Board of Directors of a listed company should maintain a sound system of internal control to safeguard shareholders' interests and the Group's assets. The Board of Directors is pleased to provide the following statement, which outlines the nature and scope of internal control, for the financial year ended 31 March 2009. This statement on internal control is made in accordance with Paragraph 15.27 (b) of Bursa Malaysia Securities Berhad ("BMSB") Listing Requirements and as guided by the BMSB's Statement on Internal Control: Guidance for Directors of Public Listed Companies. THE BOARD'S RESPONSIBILITIES The Board acknowledges its responsibilities for maintaining a sound system of internal control to safeguard shareholders' interests and the Group's assets, and for reviewing the adequacy and integrity of the system. However, such a system is designed to manage the Group's risks within an acceptable tolerance, rather than to eliminate the risk of failure to achieve the business objectives of the Group. Accordingly, it can only provide reasonable but not absolute assurance against material misstatement of management and financial information and records or financial losses or fraud. THE GROUP'S SYSTEM OF INTERNAL CONTROL Risk Management The Board acknowledges that all areas of the Group's activities involve some degree of risk and is committed to ensuring that the Group has an effective risk management framework which will allow the Group to be able to identify, evaluate and manage risks that might affect the achievement of the Group's business objectives. The Board has assigned Risk Management responsibilities at Group and subsidiary levels to regularly identify significant risks faced by those entities and review the actions taken to mitigate such risks to an acceptable level. The Group Board and Audit Committee take an active role in establishing risk management policies and procedures and monitoring their effective implementation. The Group senior management is entrusted by the Board with overall responsibility for overseeing the implementation of risk management activities of the Group. The subsidiary managements assist the Group senior management in overseeing the project and operational risks at subsidiary level. The Board and management view risk management as a continuous process to identify and mitigate risks. The process to identify and manage key risks within the Group is an integral part of the internal control environment and is continuously reviewed and, where possible, improved upon. Internal Audit The Internal Audit Department monitors compliance with policies and procedures and the effectiveness of the operation of the internal control system. Audits are carried out according to the annual audit plan approved by the Audit Committee. It provides the Audit Committee with periodic reports highlighting observations, recommendations and management action plans to improve the system of internal control. The activities of the Internal Audit Department during the year are summarised below:· · · · · PreparedtheannualauditplanfortheapprovaloftheAuditCommittee. Performed risk based audits on strategic business units of the Group, which covered reviews of the internal control system, accounting and management information system. Conductedspecialassignmentsrequestedbymanagement. FollowedupwithmanagementonthestatusofrectificationofauditissuesandkepttheAuditCommitteeapprisedofthe current status. Followeduponmanagementcorrectiveactionsonissuesraisedbytheexternalauditors.

22

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

STATEMENT ON INTERNAL CONTROL

(cont'd)

· ·

FurnishedquarterlyinternalauditactivityreportstotheAuditCommittee. AttendedallAuditCommitteemeetingstotableanddiscussinternalauditreportsandfolloweduponmattersraised.

Other key elements of internal control These include the following: a. b. c. d. e. f. Clearly defined delegation of responsibilities to committees of the Board through their respective terms of reference and to management through the organisational structure and job scope. Key functions such as finance, treasury, tax, procurement and legal matters are controlled centrally. Policy guidelines and authority limits are established for executive directors and management within the Group in respect of day-to-day operations, acquisition and disposal of assets. Policies and procedures of all departments within the main operating subsidiary companies are documented in Operation Manuals. Corporate values, which emphasise ethical behaviour and quality of service, are set out in the Employee Handbook. On-going internal and external training is provided to all staff to improve their competencies and skills. The main operating subsidiary company in Malaysia has been accredited with ISO9002 Quality Assurance by BM Trada since 2000 to provide quality assurance to its customers for mechanical and electrical contracting and engineering works. Subsequently, the company has upgraded to ISO9001: 2000 standard and further expanded the quality scope to include construction and special projects. Internal quality audits to monitor compliance with ISO requirements are carried out according to an approved plan. Non-conformance reports are reviewed by a senior member of management and corrective actions are implemented. g. The Group has established four committees comprised of senior management to ensure effective management and supervision of the Group's business activities and operations. Each committee conducts separate meetings for the following purposes:· ExecutiveCommittee(EC) The meeting is chaired by the Executive Vice Chairman of the Board. The members comprise the Group Managing Director and Deputy Group Managing Director. Meetings are held on a periodic basis to discuss and review strategic and policy matters of the Group and risk management. · GroupManagementCommittee(GMC) The meeting is chaired by the Group Managing Director. The members comprise the Deputy Group Managing Director, Group Financial Controller and Presidents/Chief Executive Officers of the operating subsidiaries. Meetings are held once every two months and when required to review business strategies, project related matters, financial performance, corporate finance, legal matters and risk management. · GroupBusinessDevelopmentCommittee(GBDC) The meeting is chaired by the Executive Vice Chairman of the Board with membership comprised of the Group Managing Director, Deputy Group Managing Director and the Presidents/Chief Executive Officers of operating subsidiaries. Meetings are held to discuss/review potential projects and their developments.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

23

STATEMENT ON INTERNAL CONTROL

(cont'd)

·

ProjectOperationsCommittee(POC) The POC meeting is conducted by each significant operating subsidiary and chaired by its President/Chief Executive Officer/Vice Presdent with membership comprised of the Vice Presidents and Project Managers. Meetings are held on a periodic basis to discuss operational matters and action plans where appropriate.

No material weaknesses have been identified or failures of control arisen which have resulted in any material losses, contingencies or uncertainties that would require disclosure in the Group's annual report. The Group's system of internal control does not apply to associated companies or other investee companies over which the Group does not exercise day to day control.

24

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

STATEMENT ON DIRECTORS' RESPONSIBILITY

The Directors are required by the Companies Act, 1965 to ensure that the financial statements for each financial year have been made out in accordance with applicable Financial Reporting Standards in Malaysia and give a true and fair view of the state of affairs of the Group and Company at the end of the financial year and of the results and cash flows of the Group and Company for the financial year. In preparing the financial statements for the financial year ended 31 March 2009, the Directors have reviewed the accounting policies and practices to ensure that they were consistently applied throughout the year. In cases where judgement and estimates were made, they were based on reasonableness and prudence. The Directors have the responsibility for ensuring that the Group and Company maintain proper accounting records that will sufficiently explain the transactions and financial position of the Group and Company and enable true and fair profit and loss accounts and balance sheets and any documents required to be attached thereto to be prepared from time to time and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.

ADDITIONAL COMPLIANCE INFORMATION

i.

Share Buy-back Details of share buy backs during the financial year ended 31 March 2009 are as follows:Date of purchase 02.09.2008 No of shares purchased 1,000 Lowest price (RM) 0.40 Highest price (RM) 0.40 Average price (RM) 0.40 Total consideration (RM) 441.12

All shares previously bought back by the Company have been retained as treasury shares. None of the shares purchased has been resold or cancelled during the financial year. ii. Utilization of proceeds There were no proceeds raised. iii. Options, Warrants or Convertibles Securities Other than the existing employees' share option scheme, the Company did not issue any warrants or convertibles securities. During the financial year, no option was granted and none was exercised. iv. American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme During the financial year, the Company did not sponsor any ADR or GDR programme.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

25

ADDITIONAL COMPLIANCE INFORMATION

(cont'd)

v.

Imposition of Sanctions and/or Penalties There was no public sanction and/or penalties imposed on the Company and its subsidiaries, Directors or management by relevant regulatory bodies during the financial year.

vi

Non-audit fees paid to External Auditors There were no non-audit fees paid to the external auditors for the financial year ended 31 March 2009.

vii. Variation in Results There was no material variance between the audited results for the financial year and the unaudited results previously announced. viii. Profit Guarantee During the financial year there were no profit guarantees given by the Company. ix Revaluation Policy on Landed Properties The Company does not have a policy to revalue its landed properties. x. Material Contracts There were no material contracts for the Company and its subsidiaries involving directors either subsisting at the end of the financial year or entered into since the end of the previous financial year. xi. Recurrent Related Party Transactions Of A Revenue or Trading Nature The breakdown of the aggregate value of the recurrent related party transactions which the Group has entered into during the financial year ended 31 March 2009, pursuant to the shareholders' mandate given on 27 September 2008, are set out in Note 38 to the financial statements in this Annual Report.

26

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

FINANCIAL STATEMENTS

28 | Director's Report 33 | Statement by Directors/Statutory Declaration 34 | Auditors' Report 36 | Balance Sheets 38 | Income Statements 39 | Statement of Changes in Equity 41 | Cash Flow Statements 43 | Notes to the Financial Statements

DIRECTORS' REPORT

The Directors have pleasure in submitting their annual report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2009. Registered Office and Principal Place Of Business The registered office and principal place of business are located at No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul, 51000 Kuala Lumpur. Principal Activities The principal activities of the Company are investment holding and provision of management services to its subsidiary companies. The core activities of the Group are provision of specialised mechanical and electrical engineering services, facilities management services, construction, project management and consultancy services, property investment and development and investment holding. There have been no significant changes in the nature of these activities during the financial year under review. Results Group RM'000 Profit/(Loss) for the financial year Attributable to: Equity holders of the Company Minority interests 5,404 4,104 1,300 5,404 Dividends There were no dividends paid or declared by the Company since the end of the last financial year. Reserves and Provisions There were no material transfers to or from reserves and provisions during the financial year other than those disclosed in the financial statements. Issue of Shares and Debentures During the financial year, no shares or debentures were issued. Treasury Shares During the financial year, the Company repurchased 1,000 (2008: 112,300) of its ordinary shares of RM1.00 each for RM441 (2008: RM57,450) at an average price of RM0.44 per ordinary share (2008: RM0.51) from the open market on Bursa Malaysia Securities Berhad with internally generated funds. None of the shares has been cancelled or resold. These shares are held as treasury shares and together with the previous year's balance, the total treasury shares as at 31 March 2009 has increased to 1,997,600 (2008: 1,996,600) ordinary shares of RM1.00 each. Accordingly, the issued and paid-up share capital of the Company with voting rights as at 31 March 2009 was 101,891,653 (2008: 101,892,653) ordinary shares of RM1.00 each. The Board has decided not to seek renewal of the mandate from its shareholders for the Company to purchase its own shares. Company RM'000 (3,922) (3,922) (3,922)

28

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

DIRECTORS' REPORT (cont'd)

Employee Share Option Scheme The Company implemented Bintai Kinden Corporation Berhad's Employee Share Option Scheme ("ESOS") on 10 December 2005 for a period of five (5) years, expiring on 9 December 2010. The ESOS is governed by the by-laws which were approved by the shareholders on 24 August 2005. The ESOS Committee appointed by the Board of Directors to administer the ESOS, may from time to time offer options to eligible employees of the Group to subscribe for new ordinary shares of RM1.00 each in the Company. The salient features of the ESOS are as follows: (a) (b) The maximum number of shares to be offered shall not exceed 15% of the issued and fully paid-up share capital of the Company at any point of time during the existence of the ESOS. The eligibility for participation in the ESOS is at the discretion of the ESOS Committee. Eligible persons are confirmed employees including full-time executive directors and non-executive directors of the Group who have been employed for a period of at least one (1) year of continuous service on or prior to the date of offer. Subject to paragraph (d) below, no option shall be granted for less than 100 shares. In the event of any alteration in the capital structure of the Company except for certain exemptions, adjustments will be made to the option price and/or the number of shares in respect of options granted but not exercised, such that the grantee will be entitled to the same proportion of the issued and paid-up share capital of the Company prior to the event giving rise to such alteration. The price at which the grantee is entitled to subscribe for each new ordinary share shall be the higher of the following: (i) at a discount of not more than 10% from the weighted average market price of the ordinary shares for the five (5) market days as shown in the daily official list issued by Bursa Malaysia Securities Berhad immediately preceding the date of offer; or the par value of the ordinary shares.

(c) (d)

(e)

(ii) (f)

The option granted may be exercised at any time within a period of five (5) years from 10 December 2005.

Information in respect of the number of share options granted under the ESOS is as follows: Number of share options 2009 2008 '000 '000 At 1 April Granted Exercised Terminated Lapsed due to resignation At 31 March 9,656 (44) 9,612 10,772 (1,116) 9,656

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

29

DIRECTORS' REPORT (cont'd)

The movement in the year of options over unissued ordinary shares of RM1.00 each of the Company granted under the ESOS was as follows: Date of offer Option price As at 1/4/2008 '000 23/12/2005 RM1.00 9,656 Granted '000 Exercised '000 Terminated '000 Lapsed due to resignation '000 (44) As at 31/3/2009 '000 9,612

No options were granted during the financial year (2008: Nil) under the ESOS. Directors The Directors in office since the date of the last report are: Tan Sri Dato' Kamaruzzaman bin Shariff Ong Puay Koon Lim Boon Soon (Appointed on 13 October 2008) Ong Choon Lui Peter John Farrar Dato' Ang Liang Kim Foong Chee Meng (Appointed on 13 October 2008) Ahmad Razlan bin Tan Sri Dato' Seri Ahmad Razali Toru Tanimoto Tokumoto Masashi (Alternate Director to Toru Tanimoto) Syed Ahmad bin Abu Bakar (Retired on 27 September 2008) In accordance with Article 97 of the Company's Articles of Association, Tan Sri Dato' Kamaruzzaman bin Shariff and Dato' Ang Liang Kim retire from the board by rotation at the forthcoming annual general meeting and, being eligible, offer themselves for re-election. Lim Boon Soon and Foong Chee Meng being appointed to the board after the last annual general meeting retire in accordance with Article 102 of the Company's Articles of Association at the forthcoming annual general meeting and, being eligible, offer themselves for re-election. Directors' Interests According to the register of the directors' shareholdings, the interests of Directors in office at the end of the financial year in shares and options over ordinary shares in the Company are as follows: Number of ordinary shares of RM1.00 each As at 1/4/2008 Bought Sold As at 31/3/2009 Company Direct Interest: Ong Puay Koon Dato' Ang Liang Kim Indirect Interest: Ong Puay Koon (a) Ong Choon Lui (b) (a) (b) 22,700,000 24,345,000 22,700,000 24,345,000 1,645,000 128,125 1,645,000 128,125

Held by companies in which the Director is deemed to have interest. Ong Choon Lui is deemed interested in the shares held by Ong Puay Koon by virtue of him being a person connected to Ong Puay Koon.

30

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

DIRECTORS' REPORT (cont'd)

Number of options over ordinary shares of RM1.00 each As at 1/4/2008 Granted Exercised As at 31/3/2009 ESOS Ong Puay Koon Dato' Ang Liang Kim Ong Choon Lui Peter John Farrar Ahmad Razlan Bin Tan Sri Dato' Seri Ahmad Razali 1,500,000 3,000,000 1,500,000 300,000 100,000 1,500,000 3,000,000 1,500,000 300,000 100,000

By virtue of their interests in the shares of the Company, the above Directors were also deemed interested in the shares of the subsidiary companies to the extent the Company has an interest. Other than as disclosed above, none of the other Directors in office at the end of the financial year had any interest in the shares and options over ordinary shares in the Company or its related corporation during the financial year. Directors' Benefits Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any benefits (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest except as disclosed in Note 38 to the financial statements. Except for the benefits under the Company's ESOS, the Company was not a party to any arrangement which object is to enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Other Statutory Information (a) Before the financial statements 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 had 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 book values as shown in the accounting records in the ordinary course of business have been written down to their estimated realisable value. (b) At the date of this report, the Directors are not aware of any circumstances which would render: (i) it necessary to write off any bad debts or the amount of allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading. (c) (d) At the date of this report, the Directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the respective financial statements misleading.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

31

DIRECTORS' REPORT (cont'd)

Other Statutory Information (Cont'd) (e) At the date of this report, there does not exist: (i) (ii) (f) 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 liability of any other person; or any contingent liability in respect of the Group or of the Company which has arisen since the end of the financial year except as disclosed in Note 34 to the financial statements.

In the opinion of the Directors: (i) no contingent liability or other liability has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year, which will or may affect the ability of the Group and of the Company to meet their obligations when they fall due; the results of the operations of the Group and of the Company during the financial year have not been affected by any item, transaction or event of a material and unusual nature except as disclosed in the income statements; and no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

(ii) (iii)

Subsequent Event Subsequent event is disclosed in Note 37 to the financial statements. Auditors The Auditors, GEP Associates, have indicated their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the Directors.

............................................... Lim Boon Soon Kuala Lumpur Dated : 15 July 2009

........................................... Ong Choon Lui

32

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

STATEMENT BY DIRECTORS

We, Lim Boon Soon and Ong Choon Lui, being two of the Directors of Bintai Kinden Corporation Berhad, do hereby state that in the opinion of the Directors, the financial statements set out on pages 36 to 90 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2009 and of the results of their operations, changes in equity and the cash flows of the Group and of the Company for the financial year ended on that date. Signed on behalf of the Board in accordance with a resolution of the Directors.

................................................. Lim Boon Soon Kuala Lumpur Dated : 15 July 2009

............................................ Ong Choon Lui

STATUTORY DECLARATION

I, Sin Yew Seng, being the officer primarily responsible for the financial management of Bintai Kinden Corporation Berhad, do solemnly and sincerely declare that the financial statements set out on pages 36 to 90 are to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by Sin Yew Seng At Selayang, Selangor Darul Ehsan on 15 July 2009 ) ) ) )

Sin Yew Seng

Before me

Mej. (B) Haider B. Haji Darus (No : B220) COMMISSIONER FOR OATHS No.71, Jalan 2/16, Bandar Baru Selayang 68100 Batu Caves Selangor Darul Ehsan

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

33

AUDITORS' REPORT TO THE MEMBERS OF BINTAI KINDEN CORPORATION BERHAD

REPORT ON THE FINANCIAL STATEMENTS We have audited the financial statements of Bintai Kinden Corporation Berhad, which comprise the balance sheets as at 31 March 2009 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 36 to 90. 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 Company'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 Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2009 and of their financial performance and cash flows for the year then ended. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: a) b) c) 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. We have considered the accounts and the Auditors' Reports of all subsidiaries of which we have not acted as auditors, which are indicated in Note 6 to the financial statements. We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company's financial statements are in the form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

d)

34

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

AUDITORS' REPORT TO THE MEMBERS OF BINTAI KINDEN CORPORATION BERHAD (cont'd)

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

......................................................... GEP ASSOCIATES No : AF 1030 Chartered Accountants Petaling Jaya

............................................................. ESTHER TAN CHOON HWA No : 1023 / 03 / 10 (J) Chartered Accountant

Dated : 15 July 2009

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

35

BALANCE SHEETS AS AT 31 MARCH 2009

Group Note 2009 RM'000 2008 RM'000 (Restated) Company 2009 2008 RM'000 RM'000

ASSETS Non-current Assets Property, plant and equipment Investment properties Prepaid land lease payments Investments in subsidiaries Investments in associates Other investments Long term receivables Deferred tax assets 3 4 5 6 7 8 9 10 6,674 8,858 594 209 4,312 69,261 89,908 Current Assets Property development costs Amounts due from contract customers Inventories Trade and other receivables Amounts due from subsidiaries Amounts due from associates Tax recoverable Cash and bank balances Non-current assets held for sale 11 12 13 14 15 16 17 6,652 74,803 2,111 261,292 26,859 3 45,425 417,145 1,082 418,227 Total Assets 508,135 7,042 9,089 600 6,822 49,627 73,180 1,843 41,641 2,145 268,257 9,098 4,257 19,803 347,044 1,312 348,356 421,536 2,784 83,135 3,880 27,525 117,324 1,910 23,278 69 25,257 25,257 142,581 2,784 83,135 6,368 92,287 29,434 23,869 870 476 54,649 54,649 146,936

36

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

BALANCE SHEETS AS AT 31 MARCH 2009 (cont'd)

Group Note 2009 RM'000 2008 RM'000 (Restated) Company 2009 2008 RM'000 RM'000

EQUITY AND LIABILITIES Equity attributable to equity holders of the Company Share capital Reserves

18 19

103,889 (39,556) 64,333

103,889 (43,964) 59,925 59,925

103,889 6,322 110,211 110,211

103,889 10,245 114,134 114,134

Minority Interests Total Equity Non-current Liabilities Borrowings Current Liabilities Amounts due to contract customers Trade and other payables Provision for warranty Amounts due to subsidiaries Amounts due to associates Borrowings Provision for taxation

1,300 65,633

20

28,664

26,997

-

-

12 23 24 15 16 20

7,543 257,288 4,745 416 143,824 22 413,838

18,819 174,460 2,334 418 138,452 131 334,614 361,611 421,536

1,033 31,337 32,370 32,370 142,581

891 31,911 32,802 32,802 146,936

Total Liabilities Total Equity and Liabilities

442,502 508,135

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

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

37

INCOME STATEMENTS FOR THE YEAR ENDED 31 MARCH 2009

Group Note CONTINUING OPERATIONS Revenue Cost of sales Gross profit/(loss) Other income Selling and distribution expenses Administrative expenses Profit/(Loss) from operations Finance costs Share of results in associates Profit/(Loss) before taxation Income tax expense Profit/(Loss) for the year Attributable to: Equity holders of the Company Minority Interests 26 29 25 25 187,248 (150,011) 37,237 3,612 (150) (28,793) 11,906 (6,476) 209 5,639 (235) 5,404 149,831 (152,292) (2,461) 11,246 (85) (32,903) (24,203) (6,195) (30,398) (507) (30,905) 1,887 1,887 382 (6,373) (4,104) (4,104) 182 (3,922) 3,816 3,816 8,926 (2,768) 9,974 9,974 (308) 9,666 2009 RM'000 2008 RM'000 Company 2009 2008 RM'000 RM'000

30

4,104 1,300 5,404

(29,992) (913) (30,905)

(3,922) (3,922)

9,666 9,666

Earnings/(Loss) per share attributable to equity holders of the Company: Basic earnings/(loss) per share (sen) Diluted earnings/(loss) per share (sen) Dividend per share (sen)

31 31 32

4.03 N/A -

(29.43) N/A -

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

38

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2009

Attributable to equity holders of the Company Non-distributable Share Premium RM'000 Total RM'000 59,925 305 (1) 4,104 64,333 89,775 (29,992) (41,813) 199 (57) (29,992) 59,925 1,142 1,142 1,142 1,142 (3,461) 168 (57) 199 (3,404) (31) (11,821) (3,462) 473 (37,709) (1) 305 4,104 (3,461) 168 (41,813) Treasury Shares RM'000 Foreign Exchange Reserve RM'000 Accumulated Losses RM'000 Distributable Minority Interests RM'000 1,300 1,300 913 (913) Total Equity RM'000 59,925 305 (1) 5,404 65,633 90,688 199 (57) (30,905) 59,925

Group

Share Capital RM'000

At 1 April 2008 Foreign exchange differences recognised directly in equity Purchase of treasury shares Net profit for the year -

103,889

At 31 March 2009

103,889

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

At 1 April 2007 Foreign exchange differences recognised directly in equity Purchase of treasury shares Net loss for the year -

103,889

At 31 March 2008

103,889

39

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

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2009 (cont'd)

Attributable to equity holders of the Company Non-distributable Share Treasury Premium Shares RM'000 RM'000 Total RM'000 114,134 (1) (3,922) 110,211 104,525 (57) 9,666 114,134 1,142 1,142 1,142 1,142 (3,461) 12,564 (3,404) (57) 2,898 9,666 (3,462) 8,642 (3,461) (1) 12,564 (3,922) Distributable Retained Earnings RM'000

Company

Share Capital RM'000

At 1 April 2008 Purchase of treasury shares Net loss for the year

103,889 -

40

At 31 March 2009

103,889

At 1 April 2007 Purchase of treasury shares Net profit for the year

103,889 -

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

At 31 March 2008

103,889

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

CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 MARCH 2009

Group 2009 RM'000 Cash Flow from Operating Activities: Profit/(Loss) before taxation Adjustments for: Allowance for doubtful debts Amortisation of prepaid land lease payments Bad debts written off Depreciation Dividend income Loss on unrealised exchange differences Fair value loss of investment properties Gain on disposal of investments Gain on disposal of property, plant and equipment (Gain)/(Loss) on disposal of non-current asset held for sale Impairment loss on investments Interest expense Interest income Share of results in associates Provision for warranty Operating cash flow before changes in working capital Increase in property development costs Decrease/(Increase) in amounts due from subsidiaries Decrease in amounts due to subsidiaries (Increase)/Decrease in amounts due from associates Decrease/(Increase) in inventories (Increase)/Decrease in receivables Increase/(Decrease) in payables (Decrease)/Increase in amounts due to associates 5,639 (3,741) 6 10,941 996 (1) 4 231 (82) (36) 2,513 6,476 (782) (209) 2,411 24,366 (4,809) (18,596) 1,686 (62,167) 79,739 (2) (4,149) Cash generated from/(used in) operations Interest paid Income tax refund Income tax paid Net cash generated from/(used in) operating activities 20,217 (6,476) 4,662 (473) 17,930 (30,398) 7,160 7 1,013 (8,913) (18) 12 3,561 6,195 (609) 1,632 (20,358) (2,332) (9,057) (1,295) 56,554 (5,276) 418 39,012 18,654 (6,166) 4,275 (1,857) 14,906 (4,104) 2,488 (1) (1,617) 591 (574) (1) 142 158 (1,459) 1,390 (338) (407) 9,974 (8,913) (14) 1,047 (513) (13,184) 41 (40) (209) (13,905) (12,858) (24) (12,882) 2008 RM'000 (Restated) Company 2009 2008 RM'000 RM'000

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

41

CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 MARCH 2009 (cont'd)

Group 2009 RM'000 Cash Flow from Investing Activities: Interest received Dividend received Proceeds from disposal of investments Proceeds from disposal of non-current assets held for sale Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment Net cash generated from investing activities Cash Flow from Financing Activities: Fixed deposits pledged with financial institutions Proceeds from borrowings Repayment of borrowings Purchase of treasury shares Proceeds from hire purchase payables Repayment to hire purchase payables Net cash used in financing activities Effect of foreign exchange differences Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 April Cash and cash equivalents at 31 March Represented by: Cash and bank balances (Note 17) Bank overdraft (Note 20) Less: Deposits pledged with financial institutions (2,949) 41,967 (48,236) (1) 311 (227) (9,135) 142 9,309 (28,583) (19,132) 45,425 (61,140) (3,417) (19,132) 5,072 10,111 (42,370) (57) (596) (27,840) (280) 829 (29,132) (28,583) 19,803 (47,941) (445) (28,583) (1) (1) (407) 476 69 69 69 (57) (57) (51) 527 476 476 476 771 1 266 240 (764) 514 609 12,874 631 17 (368) 13,763 1 1 14 12,874 12,888 2008 RM'000 (Restated) Company 2009 2008 RM'000 RM'000

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

42

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009

1. CORPORATE INFORMATION The principal activities of the Company are investment holding and provision of management services to its subsidiaries. The principal activities of the Group comprise provision of specialised mechanical and electrical engineering services, facility management services, construction, project management and consultancy services, property investment and development and investment holding as disclosed in Note 6 to the financial statements. The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Board of Bursa Malaysia Securities Berhad. It is not a subsidiary of another company. The registered office and principal place of business of the Company are located at No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul, 51000 Kuala Lumpur. The financial statements are presented in Ringgit Malaysia ("RM") and all values are rounded to the nearest thousand ("RM'000"). The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors dated 15 July 2009. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following accounting policies have been applied consistently for all financial years presented and in dealing with items that are considered material in relation to the financial statements unless otherwise stated. 2.1 Basis of preparation The financial statements of the Group and the Company have been prepared under the historical cost convention, unless indicated otherwise in the individual policy statements set out below. The financial statements of the Group and the Company comply with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia. The financial statements also comply with the applicable disclosure provisions of the Listing Requirements of Bursa Malaysia Securities Berhad. The preparation of financial statements in conformity with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported financial year. It also requires Directors to exercise their judgements in the process of applying the Group's and the Company's accounting policies. Although these estimates and assumptions are based on Directors' best knowledge of current events and actions, actual results may ultimately differ from those estimates. Critical accounting estimates and assumptions used that are significant to the financial statements, and the areas that involved a high degree of judgement and complexity in applying the Group's accounting policies, are disclosed in Note 2.2 to the financial statements. (a) Standards, amendments to published standards and IC Interpretations that are not yet effective and have not been early adopted The Group and the Company have not adopted the following new and revised Financial Reporting Standards, amendments to FRS and IC Interpretations that are available for early adoption and that are mandatory on the respective dates as follows: (i) (ii) (iii) (iv) (v) FRS 7 FRS 8 FRS 123 FRS 139 Amendments to FRS 2 : : : : : Financial Instruments: Disclosures (Effective 1 January 2010) Operating Segments (Effective 1 July 2009) Borrowing Costs (Effective 1 January 2010) Financial Instruments: Recognition & Measurement (Effective 1 January 2010) Share-based Payment: Vesting Conditions and Cancellations (Effective 1 January 2010)

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

43

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.1 Basis of preparation (Cont'd) (vi) (vii) (viii) (ix) Amendments to FRS 127 IC Interpretation 9 IC Interpretation 10 IC Interpretation 11 : : : : Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate (Effective 1 January 2010) Reassessment of Embedded Derivatives (Effective 1 January 2010) Interim Financial Reporting & Impairment (Effective 1 January 2010) FRS 2 - Group and Treasury Share Transactions (Effective 1 January 2010)

The Group and the Company will adopt the above Financial Reporting Standards and IC Interpretations as appropriate when they come into effect. The Group and the Company are exempted from disclosing the possible impact, if any, to the financial statements upon initial application of FRS 7 and FRS 139. (b) Standards, amendments to published standards and IC Interpretations that are not yet effective and not relevant to the Group and the Company (i) (ii) (iii) (iv) 2.2 FRS 4 Amendments to FRS 1 IC Interpretation 13 IC Interpretation 14 : : : : Insurance Contracts (Effective 1 January 2010) First-time Adoption of Financial Reporting Standards (Effective 1 January 2010) Customer Loyalty Programmes (Effective 1 January 2010) FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (Effective 1 January 2010)

Critical judgements and key sources of estimation uncertainty (a) Critical judgements made in applying accounting policies Judgment is often required in the determination and application of the Group's accounting policies whereby the choice of a specific policy could materially affect the reported results and financial position of the Group and the Company. During the financial year, there are no instances where an application of judgment in determining and applying accounting policies of the Group and the Company is expected to have a significant effect on the amounts recognised in the financial statements. (b) Critical accounting estimates and judgements 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 material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: (i) Construction contracts and property development The Group recognises contract and property development revenue to the extent of contract costs incurred where it is probable that those costs will be recovered or based on the stage of completion method. The stage of completion is measured by reference to the proportion of the contract costs or property development costs incurred for work performed compared to the estimated total contract costs or property development costs respectively. Significant judgment is required in determining the stage of completion, the extent of the contract costs or property development costs incurred, the estimated total contract cost or total property development cost, as well as recoverability of contract cost or development cost. In making the judgment, the management's evaluation relies on past experience and/or the work of specialists.

44

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.2 Critical judgements and key sources of estimation uncertainty (Cont'd) (b) Critical accounting estimates and judgements (Cont'd) (ii) Allowance for doubtful debts The Group makes allowance for doubtful debts based on an assessment of the recoverability of receivables. Allowances are provided against receivables where events or changes in circumstances indicate that the carrying amounts may not be fully recoverable. Management takes into consideration specifically debtors' financial standing, customers' creditworthiness and payment trend, current economic trends and any other related information when making a judgment to evaluate the need for and the adequacy of the allowance of doubtful debts. (iii) Taxation Significant judgment is required in determining the provision for taxation. The Group recognises tax liabilities based on the estimated assessment of the tax liability due, computed based on prevailing assumptions on taxability of income and expenses of the Group's companies. As ultimate tax determination of certain transactions and expenses is uncertain during the ordinary course of business, the final tax assessment may be significantly different from the amount of tax liability provided in the financial statements, and this will in turn impact the results and financial position of the Group. Deferred tax assets are recognised for all unutilised tax losses and unabsorbed capital allowances to the extent that it is probable that future taxable profit will be available to utilise these tax losses and capital allowances. Significant judgment is required, based on the likely timing and level of future profit, in determining the amount of deferred tax assets to be recognised. (iv) Useful lives of property, plant and equipment The cost of property (excluding freehold land), plant and equipment is depreciated on a straight line basis over their economic useful life. The economic useful lives, being the period over which the assets are expected to be available for use, are reviewed and updated annually to reflect the current expectation. Changes in pattern of use, physical wear and tear, technical and commercial obsolescence and other factors could impact the economic useful lives and residual values of these assets, and therefore future depreciation charges of the assets could be revised accordingly. (v) Impairment of assets When there is an indication that the carrying amount of an asset may be impaired, the asset's recoverable amount, being the higher of its fair value less costs to sell and its value in use, will be assessed. The assessment of recoverable amounts involves various methodologies. Fair value of an asset is estimated by reference to dealer's quotation, recent market transactions involving similar assets in the surrounding areas or base on prevailing market value determined by professional valuers. In determining the value in use of an asset, being the future economic benefits to be expected from its continued use and ultimate disposal, the Group makes estimates and assumptions that required significant judgements and estimates. While the Group believes these estimates and assumptions to be reasonable and appropriate, changes in these estimates and assumptions of value in use could impact the Group's financial position and results.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

45

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (a) Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and all its subsidiaries made up to the end of the financial year. Subsidiaries are consolidated from the date on which the Group obtained control, and continue to be consolidated until the date that such control ceases. Subsidiaries are consolidated using the acquisition method of accounting. The cost of an acquisition is the aggregate fair value, measured at the acquisition date, of the assets given, liabilities incurred or assumed, and equity instruments issued plus cost directly attributable to the acquisition. The identifiable assets, liabilities and contingent liabilities acquired are measured initially at their fair value at the date of acquisition. The excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree is reflected as goodwill. Any excess in the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in the income statement. Minority interests represent the portion of profit or loss and net assets in subsidiaries attributable to the equity holders that are not owned by the Company, directly or indirectly through subsidiaries. It is measured as the minorities' share of the fair value of the identifiable assets and liabilities of the subsidiaries at the acquisition date plus the minorities' share of the changes in the subsidiaries' equity since that date. Intra-group transactions, balances and unrealised gains on intra-group transactions are eliminated in full on consolidation. Unrealised losses resulting from intra-group transactions are also eliminated but only to the extent that there is no evidence of impairment. Uniform accounting policies are adopted in the consolidated financial statements for transactions in similar circumstances. The gain or loss on disposal of a subsidiary, being the difference between the net disposal proceeds and the Group's share of the subsidiary's net assets on the date of disposal, is recognised in the consolidated income statement. (b) Subsidiaries Subsidiaries are entities in which the Group has the ability to exercise control over the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity. In the Company's separate financial statements, investments in subsidiaries are stated at cost less accumulated impairment losses. On disposal of an investment in subsidiary, the difference between the net disposal proceeds and the carrying amount is included in the income statement. (c) Associates Associates are entities in which the Group exercises significant influence, but not control over the financial and operating policy decisions, and which are neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not in control or joint control over those policies. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting. The Group equity accounts for its share of the results and reserves of the associates from the date that the significant influence commences until the date that significant influence ceases.

46

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (c) Associates (Cont'd) Under the equity method, an investment in an associate is carried in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Group's share of net assets of the associate. The Group's share of net profit or loss of the associate is recognised in the consolidated income statement, and its share of post-acquisition movements in reserves is recognised in reserves. In applying the equity method, unrealised gains and losses on transactions between the Group and the associate are eliminated to the extent of the Group's interest in the associate. After application of equity accounting, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group's net investment in the associate. When the Group's share of losses exceeds its interest in an equity accounted associate, including any long term investment that in substance forms part of the Group's net investment in the associate, the Group does not recognise further losses except to the extent that the Group has incurred obligations or made payment on behalf of the associate. Goodwill relating to an associate is included in the carrying amount of the investment in associate, and is subject to annual impairment test. The most recent available audited financial statements of the associates and their latest management accounts made up to the end of the accounting period, where necessary, are used by the Group to equity account for its interest in the associates. Adjustments are made to the associates' financial statements to ensure consistency with the accounting policies of the Group. (d) Goodwill Goodwill acquired in a business combination is the excess of the cost of the acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree, and is initially measured at cost. The excess of the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree over the cost of the acquisition is credited to the consolidated income statement in the year of acquisition. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is subjected to an annual impairment test, or more frequently, if events and changes in circumstances indicate that it might be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. For the purpose of an impairment test, from the acquisition date, goodwill is allocated to cash generating units within the Group that are expected to benefit from the synergy of the business combination, irrespective of whether the assets or liabilities of the acquirers are assigned to those cash generating units. Each of the cash generating units to which the goodwill has been allocated is tested for impairment. Impairment losses recognised in respect of a cash generating unit are allocated firstly to reduce the carrying amount of any goodwill allocated to the unit and, thereafter, to reduce the carrying amounts of the other assets in the unit on a pro-rata basis.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

47

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (e) Property, plant and equipment Property, plant and equipment are initially stated at cost. Subsequent cost, when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably, is included in the asset's carrying amount or recognised as a separate asset, as appropriate. The carrying amount of a replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Freehold land is not amortised as it has an infinite life. Depreciation of other property, plant and equipment is provided for on a straight line basis to write off the cost of each asset to its residual value over the estimated useful life of the asset concerned. The principal annual rates of depreciation used are as follows: Buildings Motor vehicles Office equipment, furniture and fittings Office renovation 2% 12.5-20% 5-40% 10-33.33%

The residual value, useful life and depreciation method are subject to annual review and adjusted if appropriate, at each balance sheet date. Fully depreciated assets are retained in accounts until the assets are no longer in use. An item of asset is derecognised upon disposal or when no future economic benefits are expected from its use or subsequent disposal. Any resulting gain and loss arising thereon is included in the income statement in the year the asset is derecognised. (f) Investment properties Investment properties are properties which are held for long term rental yields or capital appreciation or both and are not occupied by the Group. The Group and the Company have adopted the fair value model to account for these assets. Investment properties are initially recognised at cost, including transaction costs. Subsequent to initial recognition, the investment properties are measured at fair value. Fair value is the amount at which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction and is arrived at by reference to market evidence of transaction prices for similar properties. Gains and losses arising from changes in the fair values of investment properties are recognised in the income statement in the year in which they arise. An interest in property held under an operating lease which meet the requirements of an investment property is classified and accounted for as an investment property on a property-by-property basis using the fair value model when it is held for rental yields and capital appreciation, or both. An investment property is derecognised on disposal, or when it is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss from the disposal or retirement of an investment property is credited or charged to the income statement in the year in which it arises. The Directors estimate the fair value of the investment property based on comparable market value of similar property that could be exchanged on the date of valuation between knowledgeable, willing parties in an arm's length transaction.

48

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (g) Investments Non-current investments are stated at cost less accumulated impairment losses. On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is recognised in the income statement. (h) Leases A lease is an agreement whereby the lessor conveys to the lessee the right to use an asset for an agreed period in return for rent. (i) Classification A lease is recognised as a finance lease if it transfers to the Group substantially all the risks and rewards incidental to ownership. A lease that does not transfer substantially all the risks and rewards incidental to ownership to the Group is classified as operating lease. Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets and the land and building elements of a lease of land and buildings are considered separately for the purposes of lease classification. For this purpose, the minimum lease payments are allocated between land and building elements in proportion to their respective fair values at the inception of the lease. Land held for own use under an operating lease, the fair value of which cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a finance lease, unless the building is also clearly held under an operating lease. Interest in property held under an operating lease classified as investment property is accounted for as if it is a finance lease in accordance with the accounting policy on investment property as disclosed in Note 2.3(f) to the financial statements. (ii) Finance leases An asset acquired by way of a finance lease (including hire purchase agreement) is capitalised as property, plant and equipment at an amount equal to the lower of its fair value and the present value of minimum lease payments, at the inception of the lease. The corresponding liability is accounted for as a lease payable in the balance sheet. The asset so capitalised is depreciated and subject to annual impairment review in accordance with the accounting policy on property, plant and equipment. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group's incremental borrowing rate is used. Any initial direct costs are also added to the carrying amount of such asset. Periodic lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total lease commitments and the fair value of the asset acquired are recognised in the income statement over the lease term so as to produce a constant periodic rate of charge on the remaining balance of the obligation for each accounting period; finance charges payable under a hire purchase agreement are recognised in the income statement to give a constant rate of charge over the balance of the hire purchase liability.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

49

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (h) Leases (Cont'd) (iii) Operating leases An operating lease is accounted for in the same way as a rental agreement. The lease payments are charged to the income statement on a straight line basis over the lease term, unless a systematic basis representative of the time pattern of the user's benefit is adopted. In the case of land and buildings, the up-front payments made represent prepaid lease payments and are amortised on a straight-line basis over the term of the lease. (i) Impairment of assets The carrying amounts of assets, other than investment properties, construction contract assets, property development costs, inventories, deferred tax assets and non-current assets (or disposal groups) held for sale, are reviewed at each balance sheet date to determine whether there is any indication of impairment. Whenever there is indication of impairment, the recoverable amount of the asset is estimated to determine the impairment loss, if any. An impairment loss is recognised if the carrying amount of an asset or its cash generating unit exceeds the recoverable amount. Impairment loss is recognised in the income statement in the period in which it arises. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use. The fair value of an asset is the amount at which the asset can be exchanged between knowledgeable, willing parties in an arm's length transaction. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risk specific to the asset. Recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In the latter scenario, recoverable amount is determined with respect to the cash generating unit to which the asset belongs. A cash generating unit is the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses recognised in respect of a cash generating unit are allocated to reduce the carrying amount of the other assets in the unit on a pro-rata basis. An impairment loss for an asset is reversed if, and 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. The carrying amount on the asset is increased to its revised recoverable amount, to the extent of the carrying amount of the asset that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised. A reversal of impairment loss is recognised in the income statement. (j) Property development costs Property development costs comprise costs associated with acquisition of land and all costs directly attributable to development activities or that can be allocated on a reasonable basis to such activities. When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the income statement by using the stage of completion method. The stage of completion is measured by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. When the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that it is probable will be recoverable. Property development costs on properties sold are recognised as an expense in the period in which they are incurred.

50

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (j) Property development costs (Cont'd) Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately. Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost and net realisable value. The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued billings within trade and other receivables and the excess of billings to purchasers over revenue recognised in the income statement is classified as progress billings within trade and other payables. (k) Inventories Inventories are measured at the lower of cost and net realisable value: (i) Completed properties Cost of completed properties is determined on a specific identification basis and comprises the proportionate cost of land and related development costs. (ii) Raw materials Cost of raw materials is determined on the weighted average basis and comprises the original cost of purchase plus the cost of bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated selling expenses. (l) Receivables Receivables are stated at anticipated realisable value. Bad debts are written off in the period they are identified. Allowance for doubtful debts is made based on a review of all outstanding amounts as at the balance sheet date. (m) Construction contracts When the outcome of a construction contract can be reliably estimated, contract revenue and costs are recognised as revenue and expenses respectively using the stage of completion method. The stage of completion is measured by reference to the proportion of the contract costs incurred for work performed to date in relation to the estimated total contract costs. When the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of the costs incurred that it is probable will be recoverable. Contract costs are recognised in the period in which they are incurred. When it is probable that the total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. Variation in contract works, claim and incentive payments are included to the extent they have been agreed with the customers. Construction costs include direct material, labour, subcontractor costs and attributable overhead. When costs incurred on construction contracts plus recognised profits (less recognised losses) exceed progress billings, the balance is shown as amount due from contract customers. When progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as amount due to contract customers.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

51

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (n) Non-current assets held for sale A non-current asset, or a disposal group, is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The condition for this classification is considered as met only when the asset, or disposal group, is available for immediate sale in its present condition subject to terms that are usual and customary, and that the sale is highly probable. A disposal group refers to a group of assets and the directly associated liabilities to be disposed of together as a group, by sale or otherwise, in a single transaction. Immediately prior to being classified as held for sale, the carrying amount of a non-current asset (or all the assets and liabilities of a disposal group) is brought up-to-date in accordance with the applicable FRS. Upon initial classification, the non-current asset or disposal group is measured at the lower of its carrying amount and fair value less costs to sell. Any differences are included in the income statement. On subsequent remeasurement of a disposal group, the carrying amounts of any assets and liabilities that are not within the scope of FRS 5, but are included in a disposal group classified as held for sale, shall be remeasured in accordance with the applicable FRSs before the fair value less costs to sell of the disposal group is remeasured. Any impairment loss resulted from the remeasurement is allocated to the remaining individual non-current assets, excluding those not within the scope of FRS 5, on a pro-rata basis. At the end of each subsequent accounting period, the non-current asset, or disposal group, classified as held for sale is remeasured. In respect of remeasurement of a disposal group, the carrying amounts of assets and liabilities not within the scope of FRS 5 (being investment properties, deferred tax assets, employee's benefits assets and inventories) are remeasured first in accordance with the applicable accounting policy followed by remeasurement of the disposal group as a whole at the fair value less costs to sell. Any impairment loss resulted from the remeasurement is allocated to the remaining individual noncurrent assets, excluding those assets not within the scope of FRS 5, on a pro-rata basis. (o) Financial instruments Financial instruments carried on the balance sheet include cash and cash equivalents, receivables, payables and borrowings. (i) Financial instruments recognised in balance sheet Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to financial instruments classified as liabilities, are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously. The particular recognition method adopted for financial instruments recognised in the balance sheet is disclosed in the individual policy statements associated with each item.

52

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (o) Financial instruments (Cont'd) (ii) Fair value estimate for disclosure purposes The fair value of publicly traded derivatives and securities is based on quoted market prices at the balance sheet date. In assessing the fair value of financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. The fair value of publicly traded securities is based on quoted market prices at the balance sheet date. Quoted market prices or dealer quotes for the specific or similar instruments are used for long term debt. The carrying amounts for financial assets and liabilities with a maturity of less than one (1) year are assumed to approximate their fair values. (p) Cash and cash equivalents Cash and cash equivalents comprise bank balances, cash on hand and deposits with financial institutions that are readily convertible to cash with insignificant risk of changes in value. For the purpose of cash flow statements, cash and cash equivalents are stated net of bank overdrafts and bank deposits pledged to financial institutions. (q) Payables Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received. (r) Borrowings and borrowing cost Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent periods, the difference between the net proceeds and the total amount of the payment required to be made are allocated to periods over the term of borrowing at a constant rate on the carrying amount and are charged to income statement as finance cost. Interest costs incurred on borrowings directly associated with or attributable to, development properties and construction contracts are capitalised and included as part of development expenditure and contract costs respectively. Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised as part of the cost of the property, plant and equipment during the period of time that is required to complete and prepare the property, plant and equipment for its intended use. All other interest costs are charged to income statement. (s) Share capital (i) Classification Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown as a reduction in equity. (ii) Dividends to equity holders of the Company Interim dividends are recognised in the period they are declared. Final dividends are not recognised as a liability in the financial statements until they are duly approved by the shareholders at the Annual General Meeting.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

53

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (s) Share capital (Cont'd) (iii) Repurchase of share capital Where the Company's equity share capital is repurchased, the amount of the consideration paid, including any acquisition cost and premium or discount arising there from, is recognised as a deduction against the equity and held as treasury shares until they are cancelled, reissued or disposed of. When the treasury shares are subsequently reissued or disposed of, the difference between the consideration received and the carrying amount of the treasury shares is included as a movement in the equity. Should such shares be cancelled, their nominal amounts will be eliminated with the same equivalent amount being transferred to a capital redemption reserve, and the differences between the consideration and nominal amounts will be adjusted to reserves as appropriate. (t) Provisions Provisions are recognised when the Company or the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Provision for warranty The Group provides warranties on its contract and property development activities, whereby it undertakes to make good defective works for the duration of the warranty/defect liability period. Except for shortterm contracts referred below, the Group accounts for estimated warranty costs on a project-by-project basis. Short-term contracts for the provision of maintenance and other specialised electrical and mechanical services, the Group recognises the estimated warranty costs on an aggregate portfolio basis. At each balance sheet date, the Group makes a general provision representing the expected total warranty claims calculated based on the historical level of such warranty claims. (u) Income tax Income tax expense on the profit or loss comprises current and deferred tax and is determined according to the tax laws of each jurisdiction in which the Group and the Company operates. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year, using the enacted tax rates relevant to the financial year, and any adjustment to tax payable in respect of previous years. Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the carrying amounts of assets and liabilities in the financial statements and the carrying amounts of the assets and liabilities for taxation purposes. In principle, deferred tax liabilities are recognised for all taxable temporary differences. However, deferred tax is not provided for the temporary difference if it arises from initial recognition of goodwill or from the initial recognition of an asset or liability in a transaction, which is not a business combination and, at the time of the transaction, it affects neither accounting nor taxable profit or loss. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

54

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (u) Income tax (Cont'd) Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also credited or charged directly to equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill. (v) 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 revenue can be measured reliably subject to the following specific recognition criteria: (i) Construction contracts Revenue from construction contracts is recognised on the percentage of completion method as described in Note 2.3 (m) to the financial statements. (ii) Development properties Revenue from sale of development properties is recognised based on the percentage of completion method as described in Note 2.3 (j) to the financial statements. (iii) Sales of completed properties Revenue from sale of completed properties is recognised when significant risks and rewards associated with the ownership pass to the purchaser without significant contractual acts to complete. (iv) Dividend income Dividend income is recognised in the income statement when the right to receive payment is established. (v) Rental and interest income Rental and interest income are recognised in the income statement on an accrual basis unless collection is doubtful. (w) Employee benefits (i) Short term benefits Wages, salaries, bonuses, paid leave and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined contribution plan As required by law, the Company and its subsidiaries contribute to the state's defined contribution pension scheme, Employees Provident Fund ("EPF"). Such contributions are recognised as an expense in the income statement as incurred. Once the contributions have been paid, the Company and the subsidiaries have no further obligations.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

55

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (w) Employee benefits (Cont'd) (iii) Equity compensation benefits Compensation expenses relating to share options granted is recognised in the income statement over the vesting period with a corresponding increase in equity. The total amount to be recognised as compensation expenses is determined by reference to the fair value of the share options at the grant date and the number of share options to be vested by the vesting date. (x) Foreign currency translation (i) Functional and presentation currency The 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 RM, which is also the Company's functional and presentation currency. (ii) Foreign currency transactions and balances In preparing the financial statements of the individual entity, transactions in currencies other than the entity's functional currency ("foreign currency") are translated into the functional currency using the exchange rate prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates prevailing at the balance sheet date. The foreign exchange gains or losses resulting from the settlement of the foreign currency transactions and the year-end translation of foreign currency denominated monetary items are recognised in the income statement except for exchange differences arising on translation of monetary items that form part of Group's net investment in foreign operations. Non-monetary items recorded at historical cost basis in a foreign currency are not translated. Nonmonetary items carried at fair value that are denominated in foreign currency are translated at the rate prevailing on the date the fair value was determined. Exchange differences arising on translation of non-monetary items carried at fair value are included in the income statement for the period except for the differences arising on the translation of non-monetary items in respect of which gains or losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity. Exchange differences arising on a monetary item that forms part of the Company's net investment in a foreign operation, regardless of the currency of the monetary item, are recognised in the income statement for the period in the Company's separate financial statements and in the foreign operation's individual financial statements, as appropriate. In the Group's consolidated financial statements, such exchange differences that are attributable to monetary items that are denominated in the functional currency of the reporting entity or that of the foreign operation, are initially reclassified to foreign translation reserve in the consolidated financial statements until the disposal of the foreign operation, at which time they are recognised in the consolidated income statement. Where the exchange differences are attributable to monetary items denominated in a currency other than the functional currency of the reporting entity or the foreign operation, such differences are recognised in the consolidated income statement.

56

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Significant accounting policies (Cont'd) (x) Foreign currency translation (Cont'd) (iii) Foreign operations The results and financial position of foreign operations that have a functional currency different from the presentation currency ("RM") of the consolidated financial statements are translated into RM as follows: · · · Assetsandliabilitiesforeachbalancesheetpresentedaretranslatedattheclosingrateprevailing at the balance sheet date; Incomeandexpensesforeachincomestatementaretranslatedataverageexchangeratesfor the year, which approximate the exchange rates at the dates of the transactions; and Anyresultingdifferenceistakentotheforeigncurrencyreservewithinequity

Goodwill and fair value adjustments arising on the acquisition of a 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 at the closing rate at the balance sheet date. Goodwill and fair value adjustments arising from business combinations prior to 1 January 2006 are deemed to be assets and liabilities of the parent company and have been translated using the exchange rates at dates of acquisitions. The principal closing rates used in translation of foreign currency amounts are as follows: Foreign currency 1 US Dollar 1 Singapore Dollar 100 Vietnamese Dong (y) Segmental reporting Segment reporting is presented for enhanced assessment of the Group's risks and returns. Business segments provide products or services that are subject to risk and returns that are different from those of other business segments. Geographical segments provide products or services within a particular economic environment that is subject to risk and returns that are different from those components operating in other economic environments. Segment revenue, expenses, assets and liabilities are those amounts resulting from the operating activities of a segment that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis to the segment. Segment revenue, expenses, assets and liabilities are determined before intra-group balances and intra-group transactions are eliminated as part of the consolidation process, except to the extent that such intra-group balances and transactions are between group enterprises within a single segment. 2009 RM 3.45 2.40 0.02050 2008 RM 3.25 2.34 -

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

57

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

3.

PROPERTY, PLANT AND EQUIPMENT

GROUP Freehold land RM'000 Buildings RM'000 Motor vehicles RM'000 Office renovation RM'000

Office equipment, furniture and fittings RM'000 Capital work-inprogress RM'000

Total RM'000

2009 392 392 3,458 5,916 4,058 3,458 6,109 702 (906) 11 4,282 (205) 62 (91) 10 4,395 517 1 4,913 312 (312) 18,948 764 (997) 22 18,737

58

Cost: At 1 April 2008 Reclassification Additions Disposals/written off Foreign exchange translation differences

At 31 March 2009

Accumulated depreciation: 392 1,664 1,794 3,958 1,958 1,721 73 4,375 361 (778) 3,829 183 (61) 3,951 107 1,981 379 2,360 2,553 11,906 996 (839) 12,063 6,674

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

At 1 April 2008 Depreciation charge for the year Disposals/written off

At 31 March 2009

Carrying amount at 31 March 2009

Movement in carrying amount: 392 392 1,737 (73) 1,664 1,734 702 (361) (128) 11 1,958 453 (205) 62 (183) (30) 10 107 2,414 517 (379) 1 2,553 312 (312) 7,042 764 (996) (158) 22 6,674

At 1 April 2008 Reclassification Additions Depreciation charge for the year Disposals/written off Foreign exchange translation differences

At 31 March 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

3.

PROPERTY, PLANT AND EQUIPMENT (CONT'D)

GROUP Freehold land RM'000 Buildings RM'000 Motor vehicles RM'000 Office renovation RM'000

Office equipment, furniture and fittings RM'000

Capital work-inprogress RM'000

Total RM'000

2008 392 392 392 392 392 1,810 (73) 1,737 1,737 1,721 4,375 1,734 2,089 (333) (22) 1,734 1,648 73 4,133 333 (101) 10 3,458 6,109 4,282 3,592 263 (26) 3,829 453 325 368 (263) 23 453 3,458 6,222 (101) (12) 3,917 368 (26) 23 4,395 4,395 1,637 344 1,981 2,414 2,758 (344) 2,414 312 312 312 312 312 18,696 368 (127) 11 18,948 11,010 1,013 (127) 10 11,906 7,042 7,686 368 (1,013) 1 7,042

Cost: At 1 April 2007 Additions Disposals Foreign exchange translation differences

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

At 31 March 2008

Accumulated depreciation: At 1 April 2007 Depreciation charge for the year Disposals Foreign exchange translation differences

59

At 31 March 2008

Carrying amount at 31 March 2008

Movement in carrying amount: At 1 April 2007 Additions Depreciation charge for the year Disposals Foreign exchange translation differences

At 31 March 2008

The carrying amount of motor vehicles acquired under hire purchase agreements of which instalments are still outstanding at the balance sheet date amounted to RM1,187,181(2008: RM1,508,386).

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

4. INVESTMENT PROPERTIES Group 2009 RM'000 At fair value: Freehold land and buildings At 1 April / 31 March Leasehold buildings At 1 April Less: Fair value adjustments At 31 March 1,886 (231) 1,655 8,858 1,886 1,886 9,089 2,784 2,784 7,203 7,203 2,784 2,784 2008 RM'000 Company 2009 2008 RM'000 RM'000

The fair values of investment properties are derived based on Directors' valuation by reference to market evidence of transaction prices for similar properties. The Group and the Company have not engaged any independent valuer to perform a valuation. 5. PREPAID LAND LEASE PAYMENTS Group 2009 RM'000 Leasehold land At 1 April Amortisation for the year At 31 March 600 (6) 594 607 (7) 600 2008 RM'000

60

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

6. INVESTMENTS IN SUBSIDIARIES Company 2009 2008 RM'000 RM'000 Unquoted shares, at cost The subsidiaries are as follows: Name of Company Effective Equity Interest 2009 2008 % % 100 100 Principal Activities 83,135 83,135

Kejuruteraan Bintai Kindenko Sdn Bhd

Provision of specialised mechanical and electrical engineering services, facilities management services, property development and investment holding General contracts Property investment and investment holding Undertaking of civil and structural, turnkey and infrastructure projects Property development Provision of property management and facilities management services Investment holding Provision of specialised mechanical and electrical engineering services Provision of mechanical and electrical engineering services, project management and consultancy services

Landas Timur Sdn Bhd Bintai Kinden Property & Development Sdn Bhd Bintai Integrated Engineering & Construction Sdn Bhd Bintai Winsome Sdn Bhd Bintai Facilities Management Sdn Bhd Bintai Asset Holdings Sdn Bhd Bintai Kindenko Pte Ltd + Bintai Kindenko (Vietnam) Co. Ltd +

100 100

100 100

100 100 100 100 79.82 79.82

100 100 100 100 79.82 -

+ subsidiary not audited by GEP Associates All subsidiaries in the Group are incorporated in Malaysia except for Bintai Kindenko Pte Ltd and Bintai Kindenko (Vietnam) Co. Ltd which are incorporated in Singapore and Vietnam respectively.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

61

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

7. INVESTMENTS IN ASSOCIATES Group 2009 RM'000 At cost: Unquoted shares Share of accumulated losses 2008 RM'000 (Restated) 8,062 (8,062) -

8,062 (7,853) 209

Represented by: Share of net tangible assets The associates are as follows: Name of Company Effective Equity Interest 2009 2008 % % 30 30 49 30 30 49 Principal Activities

209

Bintai Kinden Education Sdn Bhd Konsortium CEP Sdn Bhd KBK Dubai Contracting LLC

Education provider Dormant Civil engineering works, electrical fitting, contracting, electromechanical equipment installation, plumbing and sanitary contracting Dormant Investment holding Ceased operations

Nex Power Sdn Bhd Nex Power Ventures Sdn Bhd e-Games Global Sdn Bhd (in receivership)

26.62 20 20.8

26.62 20 20.8

All associates in the Group are incorporated in Malaysia except for KBK Dubai Contracting LLC which is incorporated in United Arab Emirates.

62

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

8. OTHER INVESTMENTS Group 2009 RM'000 At cost: Quoted shares of corporation outside Malaysia Unquoted shares of corporation in Malaysia Transferable club membership Less: Accumulated impairment losses 2008 RM'000 (Restated) 6,368 243 467 7,078 (256) 6,822 5,796 Company 2009 2008 RM'000 RM'000

6,368 243 470 7,081 (2,769) 4,312

6,368 6,368 (2,488) 3,880 1,627

6,368 6,368 6,368 5,796

Market value of quoted shares

1,627

The investment in quoted shares of corporation outside Malaysia in the Group and Company represents investment in Lereno Bio-Chem Limited ("LBC"), a company listed on the Singapore Stock Exchange. The investment in LBC was built up in years 2002, 2003 and 2006 at an average cost per share of S$0.04 (RM0.09). It is the Group and Company's policy, as explained on Notes 2.3(g) and 2.3(i), to carry this investment at cost less any impairment in value and the Board reviews the value on a regular basis. The market value of the shares at 31 March 2009 was S$0.01 per share. This may indicate that the investment is impaired and, accordingly, the Board has considered the need for any provision for impairment. In doing so, the Board has decided that it would be appropriate to provide for an impairment after taking into account the fact that at the date of the Board meeting at which the matter was decided the market price of the LBC's shares had increased to S$0.02 each. The position will be kept under review and further provision or release of provision made if it is subsequently shown to be justified. 9. LONG TERM RECEIVABLES Group 2009 RM'000 Trade receivables Other receivables Amount receivable within one year Amount receivable after one year (Note 14) 59,882 27,577 (18,198) 69,261 2008 RM'000 57,037 (7,410) 49,627 Company 2009 2008 RM'000 RM'000 27,577 (52) 27,525 -

Included in trade receivables is an amount of RM51.894 million (2008: RM57.037 million) owing to Kejuruteraan Bintai Kindenko Sdn Bhd ("KBK"), a wholly owned subsidiary of the Company by Lereno Sdn Bhd ("LSB").

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

63

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

9. LONG TERM RECEIVABLES (CONT'D) KBK has in 2005 entered into a turnkey construction contract with LSB for the construction of a proposed bio-diesel plant at Lumut Port Industrial Park. The construction work was completed during 2007. The contract sum, less an advance payment of RM6.5 million, was to be receivable in six (6) annual instalments beginning 31 December 2007. In the current financial year, KBK agreed to a revised repayment schedule spread over a period of five (5) years. KBK is confident as to the recoverability of the amount due from LSB. The amount receivable by KBK after one year is classified within long term receivables in the financial statements. Other receivables of the Group and the Company represent an amount due from Desa Konsep Sdn Bhd ("DKSB"). In 2007, the Company assigned to DKSB an outstanding amount of S$11.700 million which had been due from Lereno Bio-Chem Group in consideration of DKSB agreeing to pay the Company the sum of RM27.577 million within a period of one (1) year. The Company has agreed to a revised repayment schedule with DKSB during the financial year, the first instalment will be repayable in January 2010 with further quarterly instalments payable over the next five (5) years. The amount receivable by the Company after one year is classified within long term receivables in the financial statements. 10. DEFERRED TAX ASSETS Group 2009 RM'000 At 1 April Recognised in income statement At 31 March Deferred tax assets have not been recognised in respect of the following items: Group 2009 RM'000 Unutilised tax losses Unabsorbed capital allowances 4,604 18 2008 RM'000 4,794 131 2008 RM'000 3 (3) -

The unutilised tax losses and unabsorbed capital allowances are available indefinitely for offsetting against future taxable profits of the subsidiaries in which those items arose. Deferred tax assets have not been recognised in respect of these items as they may not be used to offset taxable profits of other subsidiary companies in the Group and they have arisen in subsidiary companies that have a recent history of losses.

64

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

10. DEFERRED TAX ASSETS (CONT'D) The recognition of the deferred tax assets is dependent on future taxable profits in excess of profits arising from the reversal of existing taxable temporary differences. The evidence used to support this recognition is the management's budget, which shows that it is probable the deferred tax assets would be realised in future years. 11. PROPERTY DEVELOPMENT COSTS Group 2009 RM'000 At 1 April Leasehold land Development costs Accumulated cost charged to income statement Cumulative transfer to inventories 12,140 188,142 200,282 (196,825) (1,614) 1,843 Costs incurred during the year Development costs At 31 March Represented by: Leasehold land Development costs Accumulated cost charged to income statement Cumulative transfer to inventories 4,809 6,652 12,140 192,951 205,091 (196,825) (1,614) 6,652 2008 RM'000 12,140 186,323 198,463 (196,825) (1,614) 24 1,819 1,843 12,140 188,142 200,282 (196,825) (1,614) 1,843

Development expenditure incurred during the financial year includes capitalised interest expense of Nil (2008: RM225,117).

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

65

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

12. AMOUNTS DUE FROM/(TO) CONTRACT CUSTOMERS Group 2009 RM'000 Construction costs incurred Profit attributable to work performed to date Less: Progress billings received and receivable 2,147,760 122,082 2,269,842 (2,202,582) 67,260 Amounts due from contract customers Amounts due to contract customers 74,803 (7,543) 67,260 2008 RM'000 (Restated) 2,093,970 109,815 2,203,785 (2,180,963) 22,822 41,641 (18,819) 22,822

13.

INVENTORIES Group 2009 RM'000 At cost: Completed properties Others At net realisable value: Raw materials 1,614 497 2,111 2008 RM'000 1,614 12 519 2,145

66

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NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

14. TRADE AND OTHER RECEIVABLES Group 2009 RM'000 Trade: Trade receivables Retention sum Less: Long term receivables (Note 9) Less: Allowance for doubtful debts 2008 RM'000 (Restated) 243,181 32,460 (49,627) (14,750) 211,264 Company 2009 2008 RM'000 RM'000

261,281 33,634 (41,736) (9,716) 243,463

-

-

Others: Other receivables Less: Long term receivables (Note 9) Less: Allowance for doubtful debts Deposits Prepayments

46,802 (27,525) (5,460) 13,817 1,754 2,258 17,829 261,292

61,528 (7,797) 53,731 2,936 326 56,993 268,257

29,465 (27,525) (50) 1,890 4 16 1,910 1,910

29,465 (50) 29,415 4 15 29,434 29,434

The currency exposure profile of the receivables is as follows: Ringgit Malaysia Singapore Dollar US Dollar Vietnamese Dong 201,888 32,268 27,094 42 261,292 244,470 3,287 20,500 268,257 1,910 1,910 29,434 29,434

The Group's normal trade credit terms range from 14 to 90 days. Other credit terms are assessed and approved on a case-by-case basis. The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or a group of debtors. 15. AMOUNTS DUE FROM/(TO) SUBSIDIARIES The amounts due are unsecured, interest free and without any fixed term of repayment.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

67

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

16. AMOUNTS DUE FROM/(TO) ASSOCIATES The amounts due are unsecured, interest free and without any fixed term of repayment. 17. CASH AND BANK BALANCES Group 2009 RM'000 Fixed deposits/short term deposits with licensed banks Cash held under Housing Development Accounts Cash on hand and at banks 2008 RM'000 (Restated) 5,370 9,331 5,102 19,803 Company 2009 2008 RM'000 RM'000

15,540 2,069 27,816 45,425

60 9 69

59 417 476

At balance sheet date: The weighted average effective interest rates for fixed deposit/short-term deposit with licensed banks (%) The weighted average maturities of fixed deposit/ short-term deposit with licensed banks (days) Currency profile of cash and bank balances: Ringgit Malaysia Singapore Dollar Vietnamese Dong Japanese Yen US Dollars

1.80 31

3.20 45

3.25 30

3.25 30

4,474 39,737 102 219 893 45,425

16,997 1,677 211 918 19,803

9 60 69

417 59 476

Bank balances held under Housing Development Accounts are maintained in designated Housing Development Accounts pursuant to the Housing Development (Control and Licensing) Act, 1966 and Housing Development (Housing Development Account) Regulations, 1991 in connection with the Group's property development projects. The utilisation of these balances is restricted, before completion of the housing development and fulfilling all relevant obligations to the purchasers, such that the cash could only be withdrawn from such accounts for the purpose of completing the particular projects concerned. Bank balances of the Group and the Company are deposits at call with banks and earn no interest.

68

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

18. SHARE CAPITAL Group and Company 2009 Number of shares `000 Authorised: Ordinary shares of RM1.00 each Issued and fully paid: Ordinary shares of RM1.00 each (a) Purchase of shares The shareholders of the Company had, at the 14th Annual General Meeting held on 27 September 2008, granted a mandate for the Company to purchase up to 10% of its issued and paid-up share capital. During the financial year the Company repurchased 1,000 (2008: 112,300) of its ordinary shares of RM1.00 each for RM441 (2008: RM57,450) at an average price of RM0.44 per ordinary share (2008: RM0.51) from the open market on Bursa Malaysia Securities Berhad with internally generated funds. The number of treasury shares held as at the balance sheet date was as follows: Number of ordinary shares '000 At 1 April 2008 Addition during the year At 31 March 2009 1,996 1 1,997 Amount RM`000 3,461 1 3,462 500,000 103,889 Nominal value RM'000 500,000 103,889 Number of shares '000 500,000 103,889 2008 Nominal value RM'000 500,000 103,889

There were no sales, cancellations or distributions of treasury shares during the financial year. The number of issued and fully paid-up share capital with voting rights as at the balance sheet date after deducting treasury shares repurchased was 101,891,653 (2008: 101,892,653) ordinary shares of RM1.00 each. The Company will not seek shareholders' approval to renew the mandate for share buy back at the forthcoming Annual General Meeting.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

69

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

18. SHARE CAPITAL (CONT'D) (b) Employee Share Option Scheme (ESOS) Information in respect of the number of share options granted under the ESOS is as follows: Numberof share options 2009 2008 '000 '000 At 1 April Granted Exercised Terminated Lapsed due to resignation At 31 March 9,656 (44) 9,612 10,772 (1,116) 9,656

The movement in the year of options over unissued ordinary shares of RM1.00 each of the Company granted under the ESOS was as follows: Date of offer 23/12/2005 Option price RM1.00 As at 1/4/2008 '000 9,656 Lapsed due to resignation '000 (44) As at 31/3/2009 '000 9,612

Granted '000 -

Exercised '000 -

Terminated '000 -

70

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

19. RESERVES Group 2009 RM'000 Non-distributable reserves: Share premium Treasury shares (Note 18) Foreign currency translation reserve 1,142 (3,462) 473 (1,847) Distributable reserve: (Accumulated losses)/Retained earnings 2008 RM'000 1,142 (3,461) 168 (2,151) Company 2009 2008 RM'000 RM'000 1,142 (3,462) (2,320) 1,142 (3,461) (2,319)

(37,709) (39,556)

(41,813) (43,964)

8,642 6,322

12,564 10,245

The nature and purpose of each category of reserves are as follows: (a) Share premium reserve The share premium account may be applied in paying up unissued shares as fully paid bonus shares. (b) Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group's presentation currency. It also records exchange differences arising from translation of monetary items which form part of the Group's net investment in foreign operations. (c) Retained earnings 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 tax credit under Section 108 of the Income Tax Act, 1967 and opt to pay dividends under the single tier system. The change in the tax legislation also provides for the Section 108 tax credit 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 108 balance. Accordingly, during the transitional period, the Company may utilise the credit in the 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 March 2009, the Company has sufficient credit in the tax exempt account and in the 108 balance to pay franked dividends out of its entire retained earnings.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

71

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

20. BORROWINGS Group 2009 RM'000 Current: Bank overdrafts Bills payable Revolving credit Term loans (Note 21) Hire purchase payables (Note 22) 2008 RM'000 (Restated) 47,941 15,485 70,500 4,144 138,070 382 138,452

61,140 11,665 68,050 2,650 143,505 319 143,824

Non-current: Term loans (Note 21) Hire purchase payables (Note 22)

27,677 987 28,664

26,183 814 26,997

Total: Bank overdrafts Bills payable Revolving credit Term loans (Note 21) Hire purchase payables (Note 22)

61,140 11,665 68,050 30,327 1,306 172,488

47,941 15,485 70,500 30,327 1,196 165,449

The weighted average effective interest rates at the balance sheet date are as follows: 2009 % Bank overdrafts Bills payable Revolving credit Term loans 7.20 4.91 5.15 5.55 2008 % 8.25 5.15 5.72 5.90

The banking facilities are secured by fixed deposits pledged, assignments of contract proceeds by a subsidiary and corporate guarantees from the Company.

72

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

21. TERM LOANS Group 2009 RM'000 Secured Term loans ­ denominated in RM Amount repayable within one year (Note 20) Term loans ­ denominated in RM Amount payable after one year (Note 20) The maturity structure of the term loans are as follows: Amount payable within one year Amount payable after one year but within two years Amount payable after two years but within three years Amount payable after three years but within four years Amount payable after four years but within five years Amount payable after five years 2,650 6,000 9,000 12,677 30,327 The term loan facilities incurred weighted average effective interest at 5.55% (2008: 5.90%) per annum. Term loan facilities are secured by: (a) (b) 22. corporate guarantees; and assignment of the subsidiary's rights and benefits and contract proceeds under the letter of awards. 4,144 7,400 9,680 9,103 30,327 30,327 (2,650) 27,677 2008 RM'000 30,327 (4,144) 26,183

HIRE PURCHASE PAYABLES Group 2009 RM'000 Minimum hire purchase payments: Amount payable within one year Amount payable after one year but within five years Amount payable after five years Less: Future finance charges 395 1,149 1,544 (238) 1,306 Representing hire purchase payables: Payable within one year (Note 20) Payable after one year (Note 20): - after one year and not later than five years - after five years 319 987 987 1,306 2008 RM'000 446 911 65 1,422 (226) 1,196 382 766 48 814 1,196

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

73

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

22. HIRE PURCHASE PAYABLES (CONT'D) The maturity structure of the hire purchase payables are as follows: Amount payable within one year Amount payable after one year but within two years Amount payable after two years but within three years Amount payable after three years but within four years Amount payable after four years but within five years Amount payable after five years 319 328 297 236 126 1,306 Hire purchase facilities incurred weighted average effective interest rate of 3.50% (2008: 3.48%) per annum. 23. TRADE AND OTHER PAYABLES Group 2009 RM'000 Trade: Trade payables Retention sum 2008 RM'000 (Restated) 103,148 25,207 128,355 43,353 2,752 46,105 174,460 Company 2009 2008 RM'000 RM'000 382 225 228 191 122 48 1,196

172,419 19,773 192,192

357 676 1,033 1,033

402 489 891 891

Others: Other payables Accruals

58,669 6,427 65,096 257,288

Currency exposure profile of payables is as follows: Group 2009 RM'000 Ringgit Malaysia Singapore Dollar Japanese Yen Vietnamese Dong US Dollar 113,360 135,254 7,495 44 1,135 257,288 The normal credit term granted to the Group ranges from 30 to 180 days. 2008 RM'000 163,017 3,165 8,278 174,460 Company 2009 2008 RM'000 RM'000 1,033 1,033 891 891

74

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

24. PROVISION FOR WARRANTY Group 2009 RM'000 At 1 April Recognised in income statement Provision utilised At 31 March 2,334 3,211 (800) 4,745 2008 RM'000 702 1,632 2,334

The provision is the Group's estimated liability, determined on an aggregate portfolio basis, to make good defective works for the duration of the warranty/defect liability period in relation to the short term contracts on provision of maintenance and other specialised mechanical and electrical services. The provision represents the estimated total warranty claims calculated based on the historical levels of such warranty claims. 25. REVENUE AND COST OF SALES Group 2009 RM'000 Revenue Revenue comprises: Construction contracts Management fees Rental income 187,059 87 102 187,248 Cost of sales Cost of sales represents cost of construction contracts and cost of inventories sold. Cost of sales for the year includes: Group 2009 RM'000 Construction costs Others 149,908 103 150,011 2008 RM'000 152,197 95 152,292 149,124 144 563 149,831 1,887 1,887 3,816 3,816 2008 RM'000 Company 2009 2008 RM'000 RM'000

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

75

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

26. PROFIT/(LOSS) FROM OPERATIONS Group 2009 RM'000 Profit/(Loss) from operations is arrived at after charging/(crediting): Allowance for doubtful debts (reversal) Amortisation of prepaid land lease payments Auditors' remuneration: - statutory - current year - under/(over) provision in prior year Bad debts recovered Bad debts written off Depreciation Directors' fees - current year - over provision in prior years Directors' other emoluments Dividend income Fair value loss of investment properties Gain on foreign exchange - realised Gain on disposal of investments Gain on disposal of property, plant and equipment Impairment loss on investments Interest income (Gain)/Loss on disposal of non-current asset held for sale Loss on foreign exchange ­ realised ­ unrealised Provision for warranties Rental income Rental of office equipment Rental of premises Rental of store (3,741) 6 154 3 (46) 10,941 996 593 (45) 2,305 (1) 231 (9) (82) 2,513 (782) (36) 977 4 3,211 (69) 1,666 54 7,160 7 152 (5) (181) 1,013 589 1,016 (668) (8,913) (18) 3,561 (609) 12 388 1,632 (63) 12 1,578 67 32 443 612 (9) 2,488 (1) 32 409 291 (1) (8,913) (14) 2008 RM'000 Company 2009 2008 RM'000 RM'000

76

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

27. DIRECTORS' REMUNERATION Group 2009 RM'000 Executive Directors: - Salaries and bonus - Benefits-in-kind - Fees - EPF and SOCSO 2,202 16 363 87 2,668 Non-Executive Directors: - Fees Total 230 2,898 2008 RM'000 975 10 425 31 1,441 164 1,605 Company 2009 2008 RM'000 RM'000 545 6 213 61 825 230 1,055 260 245 31 536 164 700

The number of Directors of the Company whose remuneration is analysed into bands of RM50,000 is as follows: Number of Directors 2009 2008 Executive Directors 100,000 ­ 150,000 300,001 ­ 350,000 350,001 ­ 400,000 400,001 ­ 450,000 450,001 ­ 500,000 750,001 ­ 800,000 Above RM1,000,000 Non-Executive Directors 0 ­ 50,000 50,001 ­ 100,000 2 1 1 1 3 2 1 1 1 1 3 2

For security and confidentiality reasons, the details of Directors' remuneration are not disclosed with reference to the Directors individually. 28. STAFF COST Group 2009 RM'000 Salaries and wages EPF and SOCSO Other staff related expenses 22,754 2,110 228 25,092 2008 RM'000 9,688 949 454 11,091 Company 2009 2008 RM'000 RM'000 790 94 15 899 418 56 27 501

The number of the employees of the Group at the end of the financial year was 401 (2008: 158).

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

77

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

29. FINANCE COSTS Group 2009 RM'000 Bank overdraft interest Hire purchase interest Other bank interest 2,450 79 3,947 6,476 30. INCOME TAX EXPENSE Group 2009 RM'000 Malaysian income tax Current income tax: Tax expense for the year Under provision of taxation in prior years Over provision of taxation in prior years 42 413 (220) 235 Deferred tax: Relating to origination of temporary differences 235 Foreign tax Current tax: Over provision of taxation in prior years 235 (4) 507 (182) 308 450 58 508 3 511 16 (198) (182) (182) 321 (13) 308 308 2008 RM'000 Company 2009 2008 RM'000 RM'000 2008 RM'000 2,819 129 3,247 6,195

78

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

30. INCOME TAX EXPENSE (CONT'D) The reconciliation of income tax expense applicable to profit/(loss) before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company are as follows: Group 2009 RM'000 Profit/(Loss) before taxation Taxation at Malaysian statutory tax rate Taxation at foreign tax rate Utilisation of previously unrecognised tax assets Tax effects in respect of: Expenses not deductible for tax purposes Income not subject to tax Difference in tax rate Deferred tax assets not recognised during the year Over provision of foreign taxation in prior years Under provision of taxation in prior years Over provision of taxation in prior years 5,639 (593) 1,758 (4,411) 4,671 (2,040) 12 645 413 (220) 235 2008 RM'000 (30,398) (6,232) (536) 4,888 (2,318) (75) 4,726 (4) 58 507 Company 2009 2008 RM'000 RM'000 (4,104) (1,026) 731 (93) 388 16 (198) (182) 9,974 2,593 45 (2,317) (13) 308

Subject to the agreement by the Inland Revenue Board, the unutilised tax losses and unabsorbed capital allowances available for utilisation against future taxable profits are approximated to be as follows: Group 2009 RM'000 Unutilised tax losses Unabsorbed capital allowances 17,146 92 2008 RM'000 37,375 748 Company 2009 2008 RM'000 RM'000 1,553 -

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

79

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

31. EARNINGS/(LOSS) PER SHARE (a) Basic earnings/(loss) per share The basic earnings/(loss) per share is calculated by dividing the Group's net profit/(loss) attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year. Group 2009 Profit/(Loss) attributable to ordinary equity holders of the Company (RM'000) Weighted average number of ordinary shares in issue ('000) Basic earnings/(loss) per share (sen) (b) Diluted earnings/(loss) per share For diluted earnings/(loss) per share, the Group's net profit/(loss) attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during the financial year is adjusted to assume conversion of all dilutive potential ordinary shares. For options under the Company's ESOS, a calculation is done to determine the number of shares that could have been acquired at market price (determined as the average annual share price per month of the Company's shares from the date of the issue of the potential ordinary shares) based on the monetary value of the subscription rights attached to outstanding share options. This calculation serves to determine the unexercised shares to be added to the ordinary shares in issue for the purpose of computing the dilution. No adjustment is made to profit/(loss) attributable to ordinary equity holders of the Company for the share options calculation. Group 2009 Profit/(Loss) attributable to ordinary equity holders of the Company (RM'000) Weighted average number of ordinary shares in issue ('000) Adjustment for ESOS: 1st offer Weighted average number of ordinary shares after adjustment for the effect of full exercise of the ESOS for diluted earnings/(loss) per share ('000) Diluted earnings/(loss) per share after adjustment for the effect of full exercise of the ESOS (sen) 4,104 101,892 * 101,892 N/A 2008 (29,992) 101,893 * 101,893 N/A 4,104 101,892 4.03 2008 (29,992) 101,893 (29.43)

80

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

31. EARNINGS/(LOSS) PER SHARE (CONT'D) (b) * 32. Diluted earnings/(loss) per share (Cont'd) Not taken into account in the computation of diluted earnings/(loss) per share because the effect is anti-dilutive.

DIVIDENDS No dividends were paid or declared during the financial year.

33.

FINANCIAL INSTRUMENTS (a) Financial risk management objectives and policies The Group's financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group's businesses whilst managing its interest rate, liquidity, credit and foreign exchange risks. The Group operates within clearly defined guidelines that are approved by the Board. (i) Interest rate risk The Group's primary interest rate risk relates mainly to borrowings and deposits. The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding period and nature of assets. (ii) Liquidity risk The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient level of cash to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from financial institutions and prudently balances its portfolio with some short term funding so as to achieve overall cost effectiveness. (iii) Credit risk Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Group's association to business partners with high credit worthiness. Trade receivables are monitored on an ongoing basis via the Group's management reporting procedures. The Group does not have any major concentration of credit risk related to any financial instruments.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

81

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

33. FINANCIAL INSTRUMENTS (CONT'D) (a) Financial risk management objectives and policies (Cont'd) (iv) Foreign exchange risk The Group operates in a number of countries overseas, principally Singapore and Vietnam. The related foreign currency denominated assets and liabilities together with expected cash flows from construction contracts give rise to foreign exchange exposures. 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. Foreign exchange exposure in transactional currencies, other than functional currencies of the operating entities, is kept to an acceptable level. (b) Fair values It is not practical to estimate the fair values of the amounts due from associates due principally to a lack of fixed repayment terms. However, the Group does not anticipate the carrying amounts recorded at the balance sheet date to be significantly different from the values that would eventually be received. It is not practical to estimate the fair value of the Group's non-current unquoted shares because of the lack of quoted market prices and the inability to estimate fair value. The aggregate net fair value of the Group's investment in quoted shares, which are not carried at fair value, as at the balance sheet date of the Group is disclosed in Note 8 to the financial statements. The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments: (i) Cash and cash equivalents, receivables, payables and short term borrowings The carrying amounts approximate their fair values due to the relatively short term maturity of these financial instruments. (ii) Quoted investment The fair values of quoted shares are determined by reference to stock exchange quoted market bid prices at the close of the business on the balance sheet date. (iii) Long term borrowings and hire purchase payables The carrying values of long term borrowings and hire purchase payables approximate their fair values.

82

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

34. CONTINGENT LIABILITIES Group 2009 RM'000 (a) Guarantees given to financial institutions in respect of facilities granted to subsidiaries ­ unsecured Guarantees given to financial institutions in respect of facilities granted to third parties ­ unsecured 2008 RM'000 Company 2009 2008 RM'000 RM'000

-

-

342,612

395,500

(b)

55,354 55,354

50,971 50,971

342,612

395,500

35.

COMMITMENT A wholly owned subsidiary of the Company, Kejuruteraan Bintai Kindenko Sdn Bhd entered into a privatisation agreement on 13 November 2001 with the Datuk Bandar Kuala Lumpur to carry out a development project at Sentul Perdana, Bandar Baru Sentul, Kuala Lumpur, whereby it has committed to complete the construction of 196 units of partially completed high cost apartment and the construction of 1,973 units of medium cost apartment, including a community hall and public amenities. As at the balance sheet date, the development project had been substantially completed except for 440 units of medium cost apartment and public amenities.

36.

SEGMENTAL INFORMATION (a) Business segments The Group's operations comprise the following main business segments: (i) Construction Undertakespecialisedmechanicalandelectrical engineering services and environment and facilities management services, and undertake turnkey, infrastructure, civil and structural construction project; Property investment and development of residential and commercial properties, and Investment in quoted and unquoted shares, properties and other investment related activities.

(ii) (iii)

Property investment and development Investment holding and others

-

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. Inter-segment pricing is determined based on terms mutually agreed between the respective companies.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

83

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

36. SEGMENTAL INFORMATION (CONT'D) (a) Business segments (Cont'd) Property holding and development RM'000 102 198 300 (398) Investment holding and others RM'000 87 1,887 1,974 (5,894)

2009 Revenue External sales Inter-segment sales Total revenue Results Segment results Unallocated corporate income Unallocated corporate expenses Finance costs Income tax expense Minority interests Net profit for the year attributable to equity holders of the Company Assets Segment assets Unallocated corporate assets Consolidated total assets Liabilities Segment liabilities Unallocated corporate liabilities Consolidated total liabilities Other information Capital expenditure Depreciation Amortisation Impairment losses Non-cash expenses other than depreciation, amortisation and impairment losses

Construction RM'000 187,059 187,059 18,076

Elimination RM'000 (2,085) (2,085) -

Total RM'000 187,248 187,248 11,784 438 (107) (6,476) (235) (1,300) 4,104

458,206

13,364

36,562

-

508,132 3 508,135

267,878

894

1,220

-

269,992 172,510 442,502

764 859 14,156

136 6 231

1 2,513 -

-

764 996 6 2,513 14,387

84

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

36. SEGMENTAL INFORMATION (CONT'D) (a) Business segments (Cont'd) Property holding and development RM'000 563 563 (30) Investment holding and others RM'000 144 3,816 3,960 2,783

2008 Revenue External sales Inter-segment sales Total revenue Results Segment results Unallocated corporate income Unallocated corporate expenses Finance costs Income tax expense Minority interests Net loss for the year attributable to equity holders of the Company Assets Segment assets Unallocated corporate assets Consolidated total assets Liabilities Segment liabilities Unallocated corporate liabilities Consolidated total liabilities Other information Capital expenditure Depreciation Amortisation Impairment losses Non-cash expenses other than depreciation, amortisation and impairment losses

Construction RM'000 149,124 149,124 (26,861)

Elimination RM'000 (3,816) (3,816) -

Total RM'000 149,831 149,831 (24,108) (95) (6,195) (507) 913 (29,992)

362,699

14,151

40,429

-

417,279 4,257 421,536

193,861

1,157

1,013

-

196,031 165,580 361,611

351 877 (16) 7,040

12 135 7 120

5 1 3,577 -

-

368 1,013 7 3,561 7,160

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

85

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

36. SEGMENTAL INFORMATION (CONT'D) (b) Geographical segments The Group operates mainly in Malaysia and Singapore. Revenue RM'000 2009 Malaysia Singapore Vietnam 63,095 124,134 19 187,248 2008 Malaysia Singapore Vietnam Total assets RM'000 356,503 151,486 146 508,135 Capital expenditure RM'000 621 141 2 764

145,051 4,780 149,831

402,384 19,152 421,536

252 116 368

37.

SUBSEQUENT EVENT The Company had on 7 May 2009 entered into a Share Sale Agreement with Biz Investments Pte Ltd for the disposal of 850,000 shares in its subsidiary, Bintai Kindenko Pte Ltd ("BKPL") representing 10% of BKPL's share capital for a consideration of S$297,500.00. The disposal was completed on 15 May 2009 and results in a reduction in the Company's shareholdings in BKPL from 79.82% to 69.82%. The sales proceeds approximate to the net asset value of the shares in question and, accordingly, the sale will not result in any significant impact on the Group's net assets.

86

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

38. SIGNIFICANT RELATED PARTY TRANSACTIONS (i) Related party disclosure In addition to the related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions which were carried out on terms and conditions obtainable in transactions with unrelated parties. Related party Kinden Corporation Bintai Kinden Education Sdn Bhd KBK Dubai Contracting LLC Lereno Bio-Chem Ltd Abbreviation KC BKE KBK LLC LBC Relationship substantial shareholder associate associate LBC related to certain Directors and substantial shareholder of the Company. The Company has a 3.43% shareholding interest in LBC as at balance sheet date a wholly owned subsidiary of LBC company in which LBC holds a 38% shareholding interest company related to certain Directors and substantial shareholder of the Company associate

LBC Estate Holding Sdn Bhd Lereno Sdn Bhd Ong Puay Koon Holdings Sdn Bhd eGames Global Sdn Bhd

LBCEH LSB OPKH eGames

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

87

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

38. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT'D) (i) Related party disclosure (Cont'd) GROUP 2009 RM'000 (a) (b) Management fees received/ receivable: - subsidiaries Rental income received/ receivable: - BKE - eGames Contract income received/ receivable: - LBCEH - LBC Staff secondment fees received/receivable: - LBC Rental expenses paid: - OPKH - LBC Material purchased: - KC - eGames Contract fee paid: - LBCEH - LBC Advance/(repayment): - BKE - KBK LLC 36 217 (30) 18,092 2008 RM'000 18 40 260 52 113 280 126 10 33 711 156 580 COMPANY 2009 2008 RM'000 RM'000 1,887 3,816 -

(c)

(d) (e)

(f)

(g)

(h)

88

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

38. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT'D) (i) Related party disclosure (Cont'd) The outstanding year-end balances for related party transactions with the subsidiaries and associates are disclosed in the balance sheets. The outstanding year-end balances for related party transactions with the related parties are as follows: GROUP 2009 2008 RM'000 RM'000 (Restated) Trade receivables Trade payables (ii) Compensation of key management personnel Group 2009 RM'000 Short term employee benefits Included in the total compensation of key management personnel are:Executive Directors' remuneration (Note 27) 39. MATERIAL LITIGATION Save as disclosed below, there have been no changes in material litigation since the last audited financial statements for the year ended 31 March 2008. a) In the action brought against one of the Company's wholly owned subsidiary, Kejuruteraan Bintai Kindenko Sdn Bhd ("KBK"), by Malayan Banking Berhad ("MBB") as the fourth defendant of the suit for an amount totalling RM15.8 million, further hearings have been held and the next hearing has been fixed for 22 July 2009. KBK remains confident that no liability will arise in respect of this suit. In the action brought by KBK against Asie Sdn Bhd ("Asie") in relation to a demand made by Asie on a maintenance bond for an amount of RM2.3 million, further hearings have been held and the hearing of the main suit is now fixed for 17 July 2009. 2,668 1,441 825 536 5,106 2008 RM'000 2,871 Company 2009 2008 RM'000 RM'000 946 647 53,835 17,872 58,805 15,485

b)

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

89

NOTES TO THE FINANCIAL STATEMENTS ­ 31 MARCH 2009 (cont'd)

39. MATERIAL LITIGATION (CONT'D) c) In the action brought against KBK by Asie in relation to two maintenance bonds amounting to RM2.5 million, summary judgment has been granted but KBK has filed an appeal to the Court of Appeal, for which the hearing date has not yet been fixed. KBK has a counterclaim in the sum of RM0.625 million against Asie and this has been fixed for case management on 08 September 2009.

40.

COMPARATIVE FIGURES Certain comparative figures of the Group have been restated to conform with the current year's presentation, which comprise:As previously reported RM'000 Trade and other receivables Amount due from associates Cash and bank balances Amount due to associates Short term borrowings Trade and other payables Investment in associates: [Note 7] - unquoted shares at cost - share of accumulated losses Other investments: [Note 8] - unquoted shares of corporation in Malaysia - accumulated impairment losses Amount due from/(to) contract customers: [Note12] - construction cost incurred - progress billings received and receivable 226,046 3,877 19,136 (137,785) (127,446) Reclassification RM'000 42,211 5,221 667 (418) (667) (47,014) As restated RM'000 268,257 9,098 19,803 (418) (138,452) (174,460)

4,485 (4,485) 3,820 (3,833) 2,093,903 (2,180,896)

3,577 (3,577) (3,577) 3,577 67 (67)

8,062 (8,062) 243 (256) 2,093,970 (2,180,963)

The above reclassification of accounts has no effect on the loss for the year ended 31 March 2008 or on the net equity of the Group at that date.

90

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

LIST OF PROPERTIES

Location/Description

Category

Existing Use

Tenure

Age of Building (Approximate)

Land Area/ (Built-up Area) (Approximate)

Date of last revaluation/ Date of last acquisition

Net Book Value as at 31.03.2009 (RM'000)

No. 5C Jalan Semarak 54100 Kuala Lumpur

Land and Building

Use as Training Centre

Freehold

68 years

19,874 sq ft/ (4,885 sq ft)

14/11/1996

4 ,134

Land H.S. (D) 40596 P.T. 13 Lot 101 Section 94A Kuala Lumpur

Land

Investment purposes and no immediate plan

Leasehold 99 years expiring 12/10/2080

N/A

20,091 sq ft

6/3/1987

256

Land H.S. (D) 37660 PN6264 Lot 102 Section 94B Kuala Lumpur

Land

Investment purposes and no immediate plan

Leasehold 99 years expiring 5/4/2080

N/A

14,079 sq ft

31/1/1992

223

Lot No. 11 CF02 11th Floor, Block C Kompleks Karamunsing 88300 Kota Kinabalu Sabah

Building

Rented out

Leasehold 999 years expiring 2901

23 years

(2,472 sq ft)

3/2/1986

606

Lot 152 & 152A Jalan Jasa 5 Taman Jasa Sg. Tua 68100 Batu Caves Selangor Darul Ehsan

Land and Building

Owner occupied for storage purposes

Freehold

21 years

3,036 sq ft/ (2,622 sq ft)

19/9/1986

208

Lot 19 Jalan Bagan Terap 26/11, Seksyen 26 Kawasan Perindustrian Hicom, Sektor B 40000 Shah Alam Selangor Darul Ehsan

Land and Building

Branch office and warehouse

Freehold

16 years

3,900 sq ft/ (3,150 sq ft)

19/6/1991

304

Lot 21 Jalan Bagan Terap 26/11, Seksyen 26 Kawasan Perindustrian Hicom, Sektor B 40000 Shah Alam Selangor Darul Ehsan

Land and Building

Branch office and warehouse

Freehold

16 years

9,248 sq ft/ (3,150 sq ft)

19/6/1991

399

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

91

LIST OF PROPERTIES (cont'd)

Location/Description

Category

Existing Use

Tenure

Age of Building (Approximate)

Land Area/ (Built-up Area) (Approximate)

Date of last revaluation/ Date of last acquisition

Net Book Value as at 31.03.2009 (RM'000)

BL-B/PH-4 Subang Indera Condominium Jalan USJ 6/2L UEP Subang Jaya 47610 Petaling Jaya Selangor

Building

For sale

Freehold

15 years

(5,089 sq ft)

21/12/1991

838

BL-A/4/4B Subang Indera Condominium Jalan USJ 6/2L UEP Subang Jaya 47610 Petaling Jaya Selangor

Building

Owner occupied for staff

Freehold

15 years

(1,711 sq ft)

21/12/1991

407

BL-A/7/1B Subang Indera Condominium Jalan USJ 6/2L UEP Subang Jaya 47610 Petaling Jaya Selangor

Building

Owner occupied for staff

Freehold

15 years

(1,711 sq ft)

21/12/1991

408

BL-A/4/3A Subang Indera Condominium Jalan USJ 6/2L UEP Subang Jaya 47610 Petaling Jaya Selangor

Building

Owner occupied for staff

Freehold

15 years

(1,776 sq ft)

21/12/1991

420

43-0-1, 43-1-1 43-2-1, 43-2-2 Jalan 1/48A Sentul Perdana Bandar Baru Sentul 51000 Kuala Lumpur

Land and Building

Head Office

Leasehold 99 years expiring 19/9/2087

13 years

2,560 sq ft/ (6,440 sq ft)

14/12/1994

545

43-0-2, 43-1-2 43-2-3, 43-2-4 Jalan 1/48A Sentul Perdana Bandar Baru Sentul 51000 Kuala Lumpur

Land and Building

Head Office

Leasehold 99 years expiring 19/9/2087

13 years

1,760 sq ft/ (4,840 sq ft)

14/12/1994

500

92

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

LIST OF PROPERTIES (cont'd)

Location/Description

Category

Existing Use

Tenure

Age of Building (Approximate)

Land Area/ (Built-up Area) (Approximate)

Date of last revaluation/ Date of last acquisition

Net Book Value as at 31.03.2009 (RM'000)

43-0-3, 43-1-3 43-2-5, 43-2-6 Jalan 1/48A Sentul Perdana Bandar Baru Sentul 51000 Kuala Lumpur

Land and Building

Head Office

Leasehold 99 years expiring 19/9/2087

13 years

1,760 sq ft/ (4,840 sq ft)

14/12/1994

500

43-0-4, 43-1-4 43-2-7, 43-2-8 Jalan 1/48A Sentul Perdana Bandar Baru Sentul 51000 Kuala Lumpur

Land and Building

Head Office

Leasehold 99 years expiring 19/9/2087

13 years

1,760 sq ft/ (4,840 sq ft)

14/12/1994

500

Lot No. B3-01-03 Pangsapuri Perdana Jalan Lompat Pagar 3/37, Seksyen 13 40675 Shah Alam Selangor Darul Ehsan

Building

Rented

Leasehold 99 years expiring 13/4/2094

9 years

(850 sq ft)

19/3/1999

84

Lot No. B3-01-07 Pangsapuri Perdana Jalan Lompat Pagar 3/37, Seksyen 13 40675 Shah Alam Selangor Darul Ehsan

Building

Rented

Leasehold 99 years expiring 13/4/2094

9 years

(850 sq ft)

19/3/1999

79

No. 294 Jalan MacAlister 10450 Georgetown Penang

Land and Building

Investment purposes and no immediate plan

Freehold

27 years

28,286 sq ft

9/1/2001

2,783

12-1 Jalan Kajang Perdana 9 Kajang Perdana 43000 Kajang Selangor Darul Ehsan

Building

To be rented out

Leasehold 99 years expiring 24/03/2101

8 years

(1,191 sq ft)

27/11/2000

102

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

93

LIST OF PROPERTIES (cont'd)

Location/Description

Category

Existing Use

Tenure

Age of Building (Approximate)

Land Area/ (Built-up Area) (Approximate)

Date of last revaluation/ Date of last acquisition

Net Book Value as at 31.03.2009 (RM'000)

13A-1 Jalan Kajang Perdana 9 Kajang Perdana 43000 Kajang Selangor Darul Ehsan

Building

To be rented out

Leasehold 99 years expiring 24/03/2101

8 years

(1,191 sq ft)

27/11/2000

102

16-1 Jalan Kajang Perdana 9 Kajang Perdana 43000 Kajang Selangor Darul Ehsan

Building

To be rented out

Leasehold 99 years expiring 24/03/2101

8 years

(1,191 sq ft)

27/11/2000

102

18-1 Jalan Kajang Perdana 9 Kajang Perdana 43000 Kajang Selangor Darul Ehsan

Building

To be rented out

Leasehold 99 years expiring 24/03/2101

8 years

(1,191 sq ft)

21/11/2000

102

No. 2 Jalan Chamar 1B/1 Lembah Beringin 44110 Kuala Kubu Baru Selangor Darul Ehsan

Land and Building

To be rented out

Freehold

8 years

3,993 sq ft/ (1,625 sq ft)

9/10/2000

191

No. 15 Jalan Chamar 1B/3 Lembah Beringin 44110 Kuala Kubu Baru Selangor Darul Ehsan

Land and Building

To be rented out

Freehold

8 years

1,430 sq ft/ (945 sq ft)

9/10/2000

94

Unit No. A5-J5 Anjung Villa Condo No. 47 Jalan 1/48A Sentul Perdana Bandar Baru Sentul 51000 Kuala Lumpur

Building

For sale

Leasehold 99 years expiring on 2087

7 years

1,202 sq ft

19/3/2004

244

94

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

ANALYSIS OF SHAREHOLDINGS AS AT 30 JUNE 2009

SHARE CAPITAL Authorised Share Capital Issued and Fully Paid-up Share Capital Class of Shares Voting Rights : : : : 500,000,000 ordinary shares of RM1.00 each 101,891,653 ordinary shares of RM1.00 each (Excluding 1,997,600 Treasury Shares) Ordinary Shares of RM1.00 each On a show of hands, every member present shall have one vote and in the case of a poll, every member present shall have one vote for every ordinary share held.

ANALYSIS BY SIZE OF SHAREHOLDINGS Size of shareholdings Less than 100 100 - 1,000 1,001 - 10,000 10,001 - 100,000 100,001 to less than 5% of issued shares 5% and above of issued shares No. of shares held 4,809 509,525 5,883,743 14,806,226 41,338,600 39,348,750 101,891,653 LIST OF THIRTY LARGEST SHAREHOLDERS AS AT 30 JUNE 2009 No 1 2 3 4 5 6 7 8 9 NAME OF SHAREHOLDERS Kinden Corporation RHB Capital Nominees (Tempatan) Sdn Bhd PledgedSecuritiesAccountforBintaiHoldings(M)SdnBhd AllianceGroup Nominees (Tempatan) Sdn Bhd PheimAssetManagementSdnBhdforEmployeesProvidentFund Amsec Nominees (Tempatan) Sdn Bhd Ambank(M)BerhadforInforlecSdnBhd Bintai Holdings (M) Sdn Bhd HDM Nominees (Asing) Sdn Bhd UOBKayHianPteLtdforMAEEngineeringLtd Affin Nominees (Tempatan) Sdn Bhd UOBKayHianPteLtdforAgronaxisSdnBhd Affin Nominees (Tempatan) Sdn Bhd UOBKayHianPteLtdforHarvestFarmSdnBhd RHB Capital Nominees (Tempatan) Sdn Bhd [email protected] No. of Shares 21,348,750 18,000,000 3,552,950 3,302,000 3,000,000 2,300,000 2,211,375 2,000,000 1,900,000 % 20.95 17.67 3.50 3.24 2.94 2.26 2.17 1.96 1.86 Percentage of shares held 0.01 0.50 5.77 14.53 40.57 38.62 100.00 No. of shareholders 101 580 1,367 467 67 2 2,584 Percentage over total shareholders 3.91 22.45 52.90 18.07 2.59 0.08 100.00

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

95

ANALYSIS OF SHAREHOLDINGS AS AT 30 JUNE 2009 (cont'd)

No 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 NAME OF SHAREHOLDERS RHB Capital Nominees (Tempatan) Sdn Bhd PledgedSecuritiesAccountforFatimahBintiKammppu HLG Nominee (Asing) Sdn Bhd ChinaMinzuSecuritiesCo.,Ltd RHB Capital Nominees (Tempatan) Sdn Bhd PledgedSecuritiesAccountforLeeKeanFook Harvest Farm Sdn Bhd HLG Nominee (Asing) Sdn Bhd GoldweldLegacySdnBhdforThePrajnaCharitableStarTrust Amsec Nominees (Tempatan) Sdn Bhd AMBank(M)BerhadforInsanIkramSdnBhd Affin Nominees (Tempatan) Sdn Bhd UOBKayHianPteLtdforBintaiHoldings(M)SdnBhd Lee Kean Fook Ong Puay Koon @ Mah Sock Heng Agronaxis Sdn Bhd Affin Nominees (Asing) Sdn Bhd UOBKayHianPteLtdforBinTaiHoldingsPteLtd DB (Malaysia) Nominee (Asing) Sdn Bhd ExemptAnforEFGBank(HongKong) Public Nominees (Tempatan) Sdn Bhd [email protected] CitiGroup Nominees (Tempatan) Sdn Bhd PledgedSecuritiesAccountforLeeKeanFook Kristal Langkawi Sdn Bhd Cheong Chee Meng Mayban Nominees (Tempatan) Sdn Bhd PledgedSecuritiesAccountforLohChiewHeoon HLG Nominee (Asing) Sdn Bhd CommerzBank(SEA)LtdforWebvoiceInternationalLimited Fatimah Binti Kammppu DB (Malaysia) Nominee (Asing) Sdn Bhd BNPParibasNomineesSingaporePteLtdforOceanGlobalAssociatesLimited Yen Yew Wing @ Yen Yew Ming Total Shares No. of Shares 1,600,000 1,500,000 1,500,000 1,000,000 1,000,000 1,000,000 1,000,000 947,100 935,000 788,625 700,000 635,250 550,000 462,400 400,000 345,200 339,000 333,850 325,800 325,250 325,000 73,627,550 % 1.57 1.47 1.47 0.98 0.98 0.98 0.98 0.93 0.92 0.77 0.70 0.62 0.54 0.45 0.39 0.34 0.33 0.33 0.32 0.32 0.32 72.26

96

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

ANALYSIS OF SHAREHOLDINGS AS AT 30 JUNE 2009 (cont'd)

DIRECTORS' SHAREHOLDINGS AS AT 30 JUNE 2009 Based on the Register of Directors' Shareholdings maintained by the Company, the interests of the Directors in the shares of the Company are as follows: Directors' Name Tan Sri Dato' Kamaruzzaman Bin Shariff Ong Puay Koon Lim Boon Soon Ong Choon Lui Peter John Farrar Ang Liang Kim Foong Chee Meng Ahmad Razlan Bin Tan Sri Dato' Seri Ahmad Razali Toru Tanimoto Tokumoto Masashi No. of Shares held Direct Indirect 1,645,000 128,125 22,700,000 24,345,000 * 15,000 Percentage Direct Indirect 1.61 0.13 22.28 23.89 0.01 -

* Ong Choon Lui is deemed interested in the shares held by Ong Puay Koon by virtue of him being a person connected to him. SUBSTANTIAL SHAREHOLDERS AS AT 30 JUNE 2009 Based on the Register of Substantial Shareholders maintained by the Company, the Substantial Shareholders of the Company and their respective shareholdings are as follows:Name of Substantial shareholders Bintai Holdings (M) Sdn Bhd Ong Puay Koon Ong Choon Lui Kinden Corporation Direct No. of Shares 22,000,000 1,645,000 21,348,750 Indirect No. of Shares 22,700,000 24,345,000 * -

% 21.59 1.61 20.95

% 22.28 23.89 -

* Ong Choon Lui is deemed interested in the shares held by Ong Puay Koon by virtue of him being a person connected to him.

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

97

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fifteenth Annual General Meeting of the Company will be held at Dewan Perdana, 1st Floor, Sports Complex, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Thursday, 27 August 2009 at 12.00 noon for the following purposes:

As Ordinary Business 1. 2. To receive the Audited Financial Statements for the year ended 31 March 2009 together with the Reports of Directors and Auditors thereon. To re-elect the following Directors who retire pursuant to Article 97 of the Company's Articles of Association: a) Tan Sri Dato' Kamaruzzaman bin Shariff b) Dato' Ang Liang Kim To re-elect the following Directors who retire pursuant to Article 102 of the Company's Articles of Association: a) Lim Boon Soon b) Foong Chee Meng To approve the payment of Directors' fees of RM443,300 for the financial year ended 31 March 2009. To re-appoint Messrs. GEP Associates as Auditors of the Company and authorise the Directors to fix their remuneration.

(Please refer to Note 1)

(Resolution 1) (Resolution 2)

3.

(Resolution 3) (Resolution 4) (Resolution 5) (Resolution 6)

4. 5.

As Special Business 6. To consider and, if thought fit, with or without modifications, pass the following Ordinary Resolutions : 6.1 Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965 "THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of the relevant regulatory authorities, the Directors be and are hereby authorised to allot and issue shares in the Company, at any time and upon such terms and conditions and for such purposes and to such person or persons whomsoever as the Directors may deem fit, provided that the aggregate number of shares to be issued pursuant to this resolution shall not exceed 10% of the total issued capital of the Company for the time being and THAT the Directors be and are hereby also empowered to obtain the approval for the listing of and quotation for the additional shares to be issued on the Bursa Malaysia Securities Berhad and THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company." (Resolution 7)

98

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

NOTICE OF ANNUAL GENERAL MEETING (cont'd)

6.2

Proposed Renewal Of Shareholders' Mandate For Recurrent Related Party Transactions "THAT, the Company and/or its subsidiary companies be and are hereby authorised to enter into any of the recurrent related party transactions as set out in section 2.2 of the Circular to Shareholders dated 28 July 2009 involving the interests of Directors, major shareholders or persons connected with Directors and/ or major shareholders of the Company ("Related Parties") provided that such arrangements and/or transactions are: 1) 2) 3) 4) recurrent transactions of a revenue or trading nature; necessary for the day-to-day operations; carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and are not to the detriment of the minority shareholders;

(Resolution 8)

AND THAT such mandate shall continue to be in force until: 1) 2) the conclusion of the next Annual General Meeting ("AGM") of the Company following this AGM at which such mandate was passed, at which time it will lapse, unless by a resolution passed at the AGM, the authority is renewed; or the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965 ("the Act") (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders at a general meeting;

3)

whichever is the earlier; AND FURTHER THAT the Directors of the Company be authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to the mandate." 7. To transact any other business for which due notice shall have been given.

By Order of the Board

Low Siok Heong Secretary

Kuala Lumpur 1 August 2009

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

99

NOTICE OF ANNUAL GENERAL MEETING (cont'd)

Notes: 1. 2. The Agenda No. 1 is meant for discussion only as the provision of Section 169 (1) of the Companies Act, 1965 does not require a formal approval of shareholders and hence, is not put forward for voting. A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote on his behalf. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member shall be entitled to appoint only one (1) proxy unless he has more than 1,000 shares in which case the Member is entitled to appoint up to two (2) proxies to attend the same meeting. Where a Member appoints more than one (1) proxy, the appointment of proxies shall not be valid unless the Member specifies the proportion of his shareholdings to be represented by each proxy. A member who is an authorised nominee as defined under the Central Depositories Act ("Authorised Nominee"), is entitled to appoint up to two (2) proxies in respect of each Securities Account that has more than 1,000 shares, otherwise, the Authorised Nominee is entitled to appoint only one (1) proxy. Where an Authorised Nominee appoints two (2) proxies in respect of each Securities Account, the appointment shall not be valid unless the Authorised Nominee specifies the proportion of his shareholdings to be represented by each of the proxy. The instrument appointing a proxy shall be in writing under the hands of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal, or the hand of its attorney duly authorised. The Proxy Form together with the power of attorney (if any) must be deposited at the Registered Office of the Company at No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul, 51000 Kuala Lumpur not less than forty-eight (48) hours before the time fixed for the meeting or any adjournment thereof. Explanatory Notes on Special Business Ordinary Resolution No. 7 - Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 The proposed Ordinary Resolution No. 7 under item 6.1 above, if passed, will empower the Directors to allot and issue shares in the Company up to an aggregate amount of not exceeding 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting. The Company did not allot nor issue new shares under the mandate given at last year's annual general meeting. Ordinary Resolution No. 8 - Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions The proposed Ordinary Resolution No. 8 under item 6.2 above, if passed, will enable the Company and/or its subsidiary companies to enter into recurrent transactions involving the interest of Related Parties, which are necessary for the Group's day-to-day operations and undertaken at arm's length basis, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company. Further information on the Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transaction are set out in the Circular to Shareholders dated 28 July 2009, enclosed together with this annual report. Statement Accompanying Notice of Fifteenth Annual General Meeting Details of the following Directors who are standing for re-election at the Fifteenth Annual General Meeting of the Company are laid out in the Directors' Profile appearing on pages 8 to 11 of this Annual Report. i. ii. iii. iv. Tan Sri Dato' Kamaruzzaman bin Shariff Dato' Ang Liang Kim Lim Boon Soon Foong Chee Meng

3.

4.

5. 6.

7.

100

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

FORM OF PROXY

BINTAI KINDEN CORPORATION BERHAD

(Company No. 290870-P)

No of shares CDS Account No

I/We

(FULL NAME IN BLOCK LETTERS)

NRIC NO/COMPANY NO of

(FULL ADDRESS)

being a Member of Bintai Kinden Corporation Berhad, hereby appoint the Chairman of the Meeting/ or the following person(s) (delete whichever is not applicable) as my/our proxy/proxies to attend and vote for me/us and on my/our behalf, at the Fifteenth Annual General Meeting of the company, to be held at Dewan Perdana, 1st Floor, Sports Complex, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Thursday, 27 August 2009 at 12.00 noon or at any adjournment thereof:Shares represented by Proxy

Name

Address

NRIC No

1

2

No 1 2 3 4 5 6

Resolution Re-election of Tan Sri Dato' Kamaruzzaman bin Shariff as Director Re-election of Dato' Ang Liang Kim as Director Re-election of Lim Boon Soon as Director Re-election of Foong Chee Meng as Director Approval of Directors' fees Re-appointment of Messrs. GEP Associates as Auditors and to authorize the Directors to fix their remuneration Special Business

First Proxy For Against

Second Proxy For Against

7 8

Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965 Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions

Please indicate with an "X" in the space provided above as to how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.

Date: Signature/Common Seal Telephone No:

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

101

Please fold this flap for sealing

Please fold here

Affix Stamp

The Company Secretary BINTAI KINDEN CORPORATION BERHAD

(Company No.290870-P)

No. 43-0-8. Jalan 1/48A Sentul Perdana Bandar Baru Sentul 51000 Kuala Lumpur, Malaysia

Please fold here

102

BINTAI KINDEN CORPORATION BERHAD | ANNUAL REPORT | 2009

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103 pages

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