Ar 2009

CONTENTS
NOTICE OF ANNUAL GENERAL MEETING STATEMENT ACCOMPANYING NOTICE OF ELEVENTH ANNUAL GENERAL MEETING CHAIRPERSONS STATEMENT GROUP STRUCTURE CORPORATE INFORMATION DIRECTORS PROFILE AUDIT COMMITTEE REPORT CORPORATE GOVERNANCE STATEMENT ON INTERNAL CONTROLS OTHER RELEVANT INFORMATION DIRECTORS RESPONSIBILITIES IN RESPECT OF FINANCIAL STATEMENTS DIRECTORS REPORT STATEMENT BY DIRECTORS STATUTORY DECLARATION REPORT OF THE AUDITORS INCOME STATEMENTS BALANCE SHEETS STATEMENTS OF CHANGES IN EQUITY CASH FLOW STATEMENTS NOTES TO THE FINANCIAL STATEMENTS PARTICULARS OF PROPERTIES ANALYSIS OF SHAREHOLDINGS FORM OF PROXY 2-3 4 5 6 7 8-9 10 - 12 13 - 15 16 17 18 19 - 21 22 22 23 - 24 25 26 27 - 28 29 30 - 66 67 - 68 69 - 71 Enclosed
Annual Report 2009
Golsta Synergy Berhad
NOTICE OF ELEVENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Eleventh Annual General Meeting of the Company will be held at 11, Jalan TTC 30, Taman Teknologi Cheng, 75260 Melaka on Monday, 28 June 2010 at 11.00 a.m. for the following purposes:AGENDA 1. To receive and adopt the audited nancial statements for the nancial year ended 31 December 2009 and the Reports of the Directors and the Auditors thereon. (a) To re-appoint Puan Sri Datin Minuira Sabki who is retiring in accordance with Section 129(6) of the Companies Act, 1965. To re-elect Mr. Soon Sze Hock who is retiring in accordance with Article 83 of the Companys Articles of Association. To re-elect Mr. Ang Kwee Teng who is retiring in accordance with Article 83 of the Companys Articles of Association. (Resolution 1)
2.
(Resolution 2)
(b)
(Resolution 3)
(c)
(Resolution 4)
3.
To re-appoint Messrs. Ernst & Young as Auditors of the Company and to authorize the Directors to x their remuneration.
(Resolution 5)
Special Businesses :To consider and, if thought t, to pass the following resolutions as Ordinary Resolutions:4. Proposed Resolution pursuant to Section 132D of the Companies Act, 1965 THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem t, provided that the aggregate number of shares to be issued does not exceed 10 per centum of the total issued share capital of the Company for the time being, subject always to the approval of all relevant regulatory bodies being obtained for such allotment and issue and FURTHER THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad. 5. Proposed Resolution pursuant to Section 132E of the Companies Act, 1965 THAT in accordance with Section 132E of the Companies Act, 1965, authority be and is hereby given to the Directors of the Company and each of its subsidiaries to enter into arrangements or transactions from time to time with the Company or its related corporations whereby such Directors or persons connected with such Directors may acquire from or dispose to the Company or its related corporations, products, services or any other non-cash assets of the Company or its related corporations provided that such acquisitions or disposals are in the normal course of business of both the Company and its related corporations and on normal commercial terms AND THAT for the avoidance of doubt, any such transactions entered into by the Company or its subsidiaries with the Directors or connected persons prior to the date of this Resolution be and are hereby approved and ratied. 6. To transact any other ordinary business of which due notice shall have been given. (Resolution 7) (Resolution 6)
BY ORDER OF THE BOARD
YEO PENG SUEE (MIA 9964) Company Secretary Date: 3 June 2010 Melaka
Annual Report 2009
NOTICE OF ANNUAL GENERAL MEETING (CONTD)

NOTES : 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he species the proportion of his shareholdings to be represented by each proxy. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal or signed by an ofcer or attorney so authorised. This proxy form must be deposited at the registered ofce of the Company at 11, Jalan TTC 30, Taman Teknologi Cheng, 75260 Melaka not less than 48 hours before the time set for holding the meeting or any adjournment thereof.
2.
3.
4.
Explanatory Notes on Special Businesses 1. Proposed Resolution pursuant to Section 132D of the Companies Act, 1965 The Ordinary Resolution proposed under Agenda 4, if duly passed, will empower the Directors to allot and issue shares not exceeding 10% of the total 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 of the Company. 2. Proposed Resolution pursuant to Section 132E of the Companies Act, 1965 The Ordinary Resolution proposed under Agenda 5, if duly passed, will authorise the Company and each of its subsidiaries to acquire from or dispose of to its Directors or connected persons, products, services or any other non-cash assets which may fall within the denition of requisite value, provided that such acquisitions or disposals are on normal commercial terms. According to the Companies Act, 1965, a non-cash asset is considered to be of the requisite value if, at the time of the arrangement or transaction, its value is greater than RM250,000 or 10% of the Companys net assets, subject to a minimum of RM10,000.
Annual Report 2009
STATEMENT ACCOMPANYING NOTICE OF ELEVENTH ANNUAL GENERAL MEETING

1. Names of individuals who are standing for re-election (a) Director retires in accordance with Section 129 (6) of the Companies Act, 1965:Puan Sri Datin Minuira Sabki (b) Director retires by rotation in accordance with Article 83 of the Companys Articles of Association:Mr. Soon Sze Hock (c) Director retires by rotation in accordance with Article 83 of the Companys Articles of Association:Mr. Ang Kwee Teng
2.
Details of attendance of Directors at Board Meetings There were four (4) Board Meetings held during the nancial year ended 31 December 2009. Details of attendance of the Directors are set out in the Directors Prole of the Annual Report.
3.
Date, Time and Place of the Eleventh Annual General Meeting The Eleventh Annual General Meeting of the Company will be held at 11, Jalan TTC 30, Taman Teknologi Cheng, 75260 Melaka on Monday, 28 June 2010 at 11.00 a.m.
4.
Further details of Directors who are standing for re-election:Details of Directors who are standing for re-election are set out in the Directors Prole of the Annual Report.
Annual Report 2009
CHAIRPERSONS STATEMENT
On behalf of the Board of Directors, I am pleased to present Golsta Synergy Berhads Annual Report and Audited Financial Statements of the Group and of the Company for the nancial year ended 31 December 2009.
Overview on Group Operation and Financial Performance Although Malaysia is gradually moving out of recession, the economic growth is still slow and lethargic. In spite of depressed economic conditions, the Group has achieved a positive prot after taxation of RM2.5 million compared to a net loss of RM1.8 million in the preceding nancial year. The Group is able to deliver a favorable performance albeit lower revenue compared to the preceding year was mainly due to the following reasons:1. 2. completion of certain rubber and food processing machinery projects with higher prot margin; the booming oil palm seedlings business in Indonesia has contributed substantially to the Groups revenue and prot; and gain from foreign currency exchange due to strengthening of the Ringgit Malaysia.
3.
Prospects Nowadays, consumers relatively seem to be more health cautious, many tend to consume oil palm and its related products which are with lesser cholesterol contents. The palm oil has gradually captured a bigger share in the edible oil and fat products sector. Simultaneously, with the enormous opportunities present in the global market, the Group is expected to grow further with its robust oil palm seedling activities business in its Indonesian subsidiary, P.T Bakti Tani Nusantara, which should perform well in contributing to the bottom line. Apart from that, the Group is optimistic that the processing plant and machinery sector will be further expanding in the forthcoming years in view of the robust demand for the rubber based products both domestically and globally, which will generate and drive more revenue and prots to the Group. For the year under reviews, it has been very challenging. For the ensuing years, the management will not be sluggish in spite of the Groups growth, but to take more positive measures to strengthen further the Groups net cash position and earnings base. The management is exploring long-term strategies and to undertake more upcoming projects hoping to diversify the Group in various new business ventures, scopes and opportunities. With this, the Group will be well equipped to face the economic downturn and challenges from the intense competitive business environment.
Acknowledgement In the tough year under review, we are grateful for those who have worked hard to assist the Group to achieve a better performance. We would like to give our deep appreciation to the Board of Directors for their business insight, acumen, experience, knowledge and invaluable contributions towards the Groups growth. I would also like to convey my utmost thanks to the management team and employees for their hard work and untiring efforts particularly during the year. Thank you to all our shareholders for the trust and believes and staying with us. To all our nanciers, customers, suppliers and business associates, We would say that our success this year will not be achieved without your support.
PUAN SRI DATIN MINUIRA SABKI Chairperson
3 June 2010 Melaka.
Annual Report 2009
GROUP STRUCTURE
Incorporated in Malaysia
484964-H
Incorporated in Indonesia
GOLSTA SDN. BHD.

(130958-H)
Incorporated in Hong Kong, SAR
100%
Design, fabrication and installation of industrial plant and process engineering and related components
Incorporated in the Peoples Republic Of China (PRC)
FOUNDRYENGINEERING CORPORATION SDN. BHD.

(43257-M)
100%
Design, fabrication and construction of plant equipment for food manufacturing and related industrial products
GOLSTA RESOURCES SDN. BHD.

(138735-M)
100%
Engineering consultancy, project management and related maintenance services
GOTHIC ASSETS SDN. BHD. 100%

(615527-U)
Investment holding, plantation and provision of management services
70%
PT. BAKTI TANI NUSANTARA Cultivation and marketing of oil palm seeds and seedlings
GEMSIA SDN. BHD.

(470924-W)
51%
Advanced technology development, project advisory and related engineering works
HYOXEN SDN. BHD. 100%

(640843-T)
Conversion of organic waste to renewable fuel gas and electrical energy
100%
MELIAN RUBBER INDUSTRIES LIMITED Investment holding and provision of management services
100%
YANGPU FUSHEN RUBBER INDUSTRIAL CO. LTD. Rubber processing and trading of rubber related products
Annual Report 2009
CORPORATE INFORMATION
BOARD OF DIRECTORS
Puan Sri Datin Minuira Sabki Independent and Non-Executive Chairperson Teng Swee Eng Managing Director Dai Kuang Yen Executive Director Liow Teck Eng Executive Director Ang Kwee Teng Independent and Non-Executive Director Soon Sze Hock Independent and Non-Executive Director Ernst & Young Raymond Koh Yew Hock Alternate to Puan Sri Datin Minuira Sabki Chartered Accountants Lot 1, 6th Floor, Menara Pertam Jalan BBP2, Taman Batu Berendam Putra Batu Berendam
SHARE REGISTRAR
Sectrars Services Sdn. Bhd. (92781-X) 28-1, Jalan Tun Sambanthan 3 Brickelds 50470 Kuala Lumpur Tel Fax : 03-2274 6133 : 03-2274 1016
PRINCIPAL BANKERS
Ammerchant Bank Berhad (23742-V) Malayan Banking Berhad (3813-K) United Overseas Bank (Malaysia) Berhad (271809-K) Public Bank Berhad (6463-H)
AUDITORS
COMPANY SECRETARY
Yeo Peng Suee (MIA 9964)
75350 Melaka Tel Fax : 06-3362 399 : 06-3362 899
REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

11, Jalan TTC 30 Taman Teknologi Cheng 75260 Melaka Tel Fax : 06-3352 153 : 06-3352 151
STOCK EXCHANGE
Bursa Malaysia Securities Berhad (Main Market)
STOCK CODE
7105
e-mail : golsta@po.jaring.my
Annual Report 2009
DIRECTORS PROFILE
Puan Sri Datin Minuira Sabki, a Malaysian, aged 78, was appointed as an Independent Non-Executive Chairperson to the Board of Golsta Synergy Berhad (Golsta) on 28 May 2003. She is a Diploma holder in Social Studies from the University of Singapore, Public Relations from the Malaysian Institute of Public Relations and Personnel Management from Institute Tadbiran Awam Negara. After 18 years in the public service, she joined Phillips Malaysia Sdn Bhd in 1974 as its Public Relations Manager and was promoted to Consultant from 1984 to 1989. She is actively involving in voluntary and welfare services and is the Chairman of Wanita Perkim, Kuala Lumpur Utara, Vice-Chairman of Perkim and the Malaysia Film Censors Appeal Board.
Puan Sri Datin Minuira Sabki is the Chairperson of the Audit Committee. She attended all four (4) Board meetings of Golsta held during the nancial year ended 31 December 2009. Puan Sri Datin Minuira Sabki holds 6,000 shares in Golsta and she also has an indirect interest of 4,000 shares in Golsta. She has no family relationship with other directors or major shareholders of Golsta. She has no conict of interest with Golsta and has no convictions for offences within the past ten years.
Teng Swee Eng, a Malaysian, aged 58, was appointed to the Board as the Managing Director of the Group on 31 May
2000. He is one of the founders of the Group and was appointed the Managing Director of Golsta Sdn. Bhd. (GSB) in 1984. He attended Industrial Technical Training Courses in Alor Gajah Vocational Institute, Melaka in 1968/1969. He completed his Advanced Diploma in Mechanical Engineering (Business Administration) from Yelex Institute of Management, Kuala Lumpur and obtained his Bachelor of Mechanical Engineering Degree major in management from the Clayton University (formerly known as Open University) Missouri, USA in March 1999. He has more than 33 years of hands-on working experience and possesses invaluable experience, knowledge and exposure in the Machinery and Engineering industry. He is the driving force behind the Groups successful structural transformation from a backyard operation to a modern manufacturing plant. Mr. Teng does not hold any directorship in other public companies. Mr. Teng attended all four (4) Board meetings of Golsta held during the nancial year ended 31 December 2009. Mr. Teng holds 538,000 shares in Golsta and he also has an indirect interest of 19,170,700 shares in Golsta by virtue of his interest in GS Capital Sdn. Bhd. and his childrens shareholdings. He has no family relationship with other directors of Golsta. He has no conict of interest with Golsta and has no convictions for offences within the past ten years.
Dai Kuang Yen, a Malaysian, aged 55, was appointed to the Board as Executive Director on 31 May 2000. He is one of
the founders of the Group and was appointed Executive Director of GSB in 1984. He completed his Advanced Diploma in Business Administration from the Society of Business Practitioners, United Kingdom and obtained his Bachelor of Mechanical Engineering Degree major in management from the Clayton University, Missouri, USA in March 1999. He has about 29 years of management and technical design experience in setting up the entire industrial processing plants for a wide spectrum of user industries. He is responsible for technical matters and engineering design of all major industrial machinery and equipment projects and oversees and ensures a smooth operation of the factory operation and site works. Mr. Dai does not hold any directorship in other public companies. Mr. Dai attended all four (4) Board meetings of Golsta held during the nancial year ended 31 December 2009. Mr. Dai holds 515,000 shares in Golsta and he also has an indirect interest of 18,691,000 shares in Golsta by virtue of his interest in GS Capital Sdn. Bhd., a substantial shareholder of Golsta. He has no family relationship with other directors of Golsta. He has no conict of interest with Golsta and has no convictions for offences within the past ten years.
Annual Report 2009
DIRECTORS PROFILE (CONTD)

Liow Teck Eng, a Malaysian, aged 60, was appointed to the Board as Executive Director on 31 May 2000. He is one of the founders of the Group and was appointed Executive Director of GSB in 1984. He possesses over 39 years of relevant working experience in the engineering industry. He started his career with Hup Heng Engineering, Melaka as factory supervisor and in 1976 joined Golden Star Engineering Works as one of the founders of the Group. Currently, he is responsible for the factory production, quality assurance and site project management.
Mr. Liow does not hold any directorship in other public companies. Mr. Liow attended all four (4) Board meetings of Golsta held during the nancial year ended 31 December 2009. Mr. Liow holds 518,000 shares in Golsta and he also has an indirect interest of 18,718,000 shares in Golsta by virtue of his interest in GS Capital Sdn. Bhd. and his sons shareholding. He has no family relationship with other directors of Golsta. He has no conict of interest with Golsta and has no convictions for offences within the past ten years.
Ang Kwee Teng, a Malaysian, aged 60, was appointed as an Independent Non-Executive Director to the Board on 12
August 2004. He works as a manager in a legal rm and he has more than 32 years experience in the areas of civil litigation, banking law and other commercial law matters. Currently, Mr. Ang is a director of Ornapaper Berhad. Mr. Ang is a member of the Audit Committee. He attended all four (4) Board meetings of Golsta held during the nancial year ended 31 December 2009. Mr. Ang holds 13,000 shares in Golsta. He has no family relationship with other directors or major shareholders of Golsta. He has no conict of interest with Golsta and has no convictions for offences within the past ten years.
Soon Sze Hock, a Malaysian, aged 54, was appointed as an Independent Non-Executive Director to the Board on 25 April
2007. He graduated from Kolej Tunku Abdul Rahman and obtained Advanced Diploma in Commerce (Accounting). He is a fellow member of the Chartered Certied Accountants, United Kingdom and a full member of Chartered Financial Planners, USA. Mr. Soon was trained in an international accounting rm for 4 years. After he left the accounting rm, he was employed as internal auditors in banking and multinational manufacturing corporations. He was nancial accountants in various industries which includes insurance, electronic, consumer product and wood-based manufacturing companies. He currently works as corporate consultants and advisors for SMEs, specializes in project evaluation and nancing, corporate exercise and strategic management. Mr Soon does not hold any directorship in other public companies. Mr. Soon is a member of the Audit Committee. He attended all four (4) Board meetings of Golsta held during the nancial year ended 31 December 2009. Mr. Soon does not hold any share in Golsta and its subsidiaries. He has no family relationship with other directors or major shareholders of Golsta. He has no conict of interest with Golsta and has no convictions for offences within the past ten years.
Raymond Koh Yew Hock, a Malaysian, aged 42, was appointed to the Board as an Alternate Director to Puan Sri Datin
Minuira Sabki on 28 June 2000. He joined Messrs. Allen Gledhill & Ball as a legal executive from 1986 to 1989 and then with Messrs. Nordin & Phua from 1989 to 1996. Since 1997, he is attaching with Messrs. Yap Koon Roy & Associates till to-date. He has vast working experience in the areas of civil litigation, banking law and other commercial law matters. Mr. Raymond Koh does not hold any directorship in other public companies. Mr. Raymond Koh does not hold any share in Golsta and its subsidiaries. He has no family relationship with other directors or major shareholders of Golsta. He has no conict of interest with Golsta and has no convictions for offences within the past ten years.
Annual Report 2009
AUDIT COMMITTEE REPORT

1. COMPOSITION
Chairperson PUAN SRI DATIN MINUIRA SABKI - Independent and Non-Executive Director Members ANG KWEE TENG SOON SZE HOCK
- Independent and Non-Executive Director - Independent and Non-Executive Director and a fellow member of ACCA
2. TERMS OF REFERENCE
2.1. Membership 2.1.1 The Audit Committee shall be appointed by the Board of Directors from amongst the Directors of the Company which fulls the following requirements:(a) the Audit Committee must be composed of no fewer than three (3) members; (b) a majority of the Audit Committee must be Independent Directors; and (c) at least one member of the Audit Committee :(i) (ii) must be a member of the Malaysian Institute of Accountants; or if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years working experience and :(aa) he must have passed the examinations specied in Part I of the 1st Schedule of the Accountants Act 1967; or (bb) he must be a member of one of the associations of accountants specied in Part II of the 1st Schedule of the Accountants Act 1967. (iii) (aa) he must possess a degree/master/doctorate in accounting or nance and at least 3 years post qualication experience in accounting or nance ; or (bb) he must has at least 7 years experience being a chief nancial ofcer of a corporation or having the function of being primarily responsible for the management of the nancial affairs of a corporation. 2.1.2 No Alternate Director shall be appointed as a member of the Audit Committee. 2.1.3 The members of the Audit Committee shall elect a Chairman from amongst their number who shall be an Independent Director. 2.1.4 If a member of the Audit Committee resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall, within three (3) months appoint such number of new members as may be required to make up the minimum of three (3) members. 2.2. Authority The Audit Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Audit Committee. The Audit Committee is also authorized by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
Annual Report 2009
10
AUDIT COMMITTEE REPORT (CONTD)

2. TERMS OF REFERENCE (CONTD)
2.3. Duties The duties of the Audit Committee shall be :(i) to consider the appointment of the External Auditors, the Audit fee, and any question of resignation or dismissal. to discuss with the External Auditors before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit rm is involved.
(ii)
(iii) to review the quarterly results and annual nancial statements of the Company and of the Group for recommendation to the Board for approval, focusing particularly on : any changes in accounting policies and practices major judgemental areas signicant adjustments arising from the audit the going concern assumption compliance with accounting standards compliance with stock exchange and legal requirements
(iv) to review any related party transactions that may arise within the Company or the Group. (v) to review with the External Auditors :their Audit Report their evaluation of the system of internal control procedures the assistance given to the External Auditors by the ofcers of the Company or any related corporation.
(vi) to discuss problems and reservation arising from the interim and nal audits, and any matters the Auditors may wish to discuss (in the absence of Executive Directors where necessary) (vii) to keep under review the effectiveness of internal control systems, and in particular review the External Auditors management letters and managements responses. (viii) to consider other topics, such as health and safety issues etc., as may be agreed to by the members of the Audit Committee or the Board of Directors. 2.4. Summary of activities of the Committee During the nancial year, the Audit Committee reviewed the unaudited quarterly report and annual nancial statements of the Company and of the Group prior to such quarterly reports and annual nancial statements being presented to the Board for approval. The Audit Committee had also discussed the nature and scope of audit, reviewed the audit report before recommending for the Board of Directors approval, considered any signicant changes in accounting and auditing issues. 2.5. Procedures The Audit Committee may regulate its own procedures and in particular, the calling of the meetings, the notice given of such meetings, the voting and the proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes. The Secretary shall circulate the minutes of the meeting of the Audit Committee to all members of the Board.
11
Annual Report 2009
AUDIT COMMITTEE REPORT (CONTD)

2. TERMS OF REFERENCE (CONTD)
2.6. Attendance at Meetings The quorum of the Audit Committee shall be at least two (2) members, the majority present must be Independent Directors. The Head of Finance shall normally attend meetings of the Committee. The External Auditors shall have the right to appear and be heard at any meeting of the Audit Committee and shall appear before the Committee when required to do so by the Committee. The Company Secretary shall be the secretary of the Audit Committee. 2.7. Frequency of Meetings Meetings shall be held not less than four (4) times a year. The External Auditors may request a meeting if they consider that one is necessary, to consider any matter the External Auditors wish to bring to the attention of the directors or shareholders of the Company. 2.8. Audit Committee Meetings held for the nancial year ended 31 December 2009 1/2009 26-02-2009 Puan Sri Datin Minuira Sabki Ang Kwee Teng Soon Sze Hock 2/2009 28-05-2009 3/2009 27-08-2009 4/2009 30-11-2009
2.9. Internal Audit Function The objective of the Companys Internal Audit Function is to carry out a regular review of the Internal Control Systems so as to provide reasonable assurance that the system continues to operate satisfactorily and effectively in ensuring the integrity and adequacy of the Companys accounting system and internal controls and also make recommendations to the Board as to strengthen the accounting and internal control systems.
Annual Report 2009
12
CORPORATE GOVERNANCE
INTRODUCTION
The Malaysian Code on Corporate Governance essentially aims to set out principles and best practices on structures and processes used to direct and manage the business and affairs of the Group towards enhancing business performance and corporate accountability with the ultimate objective of realising long-term shareholders value. The manner in which the Corporate Governance framework is applied is summarised as follows:-
A.
DIRECTORS
(i) Board Balance The Board of Directors comprises six (6) Directors, three (3) of them are Independent and Non-Executive. The proles of the members of the Board are provided in the Annual Report. The Board is of the view that the current Board composition fairly reects the representation of the investing shareholders in the Company. The Board met four (4) times during the nancial year ended 31 December 2009. (ii) Supply of Information The Directors are provided with quarterly nancial results and report for discussion at the board meeting. Among others, the report provides information on nancial, operational and corporate issues and the Board is being informed of all the latest development of the Groups businesses and direction. To fulll their responsibilities, all Directors have access to the advice and services of the Secretary as well as to independent professional advice, including the External Auditors. (iii) Appointments to the Board/Procedures The Company does not have a Nominating Committee as all new nominations received are assessed and approved by the entire Board in line with its policy of ensuring nominees are persons of sufcient caliber and experience. The process of assessing the Directors is an on-going responsibility of the entire Board. Nonetheless, the present composition of the Board members consist of the required mix of skill and experience. (iv) Re-election Except for those Directors are 70 years old retire in accordance with Section 129(6) of the Companies Act 1965 have to submit themselves for re-election yearly, other directors are required to submit themselves for re-election in every three (3) years. The details of the retiring Directors are set out in the Annual Report.
13
Annual Report 2009
CORPORATE GOVERNANCE (CONTD)

B. DIRECTORS REMUNERATION
(i) The level and make-up of remuneration/Procedure The Company does not have a Remuneration Committee. The Groups remuneration scheme for executive directors is linked to qualication, performance, service seniority, experience and scope of responsibility. For non-executive directors, the level of remuneration reects the level of responsibilities undertaken by them. (ii) Disclosure Details of remuneration of Directors of the Company for the nancial year ended 31 December 2009 are as follows:1. Aggregate remuneration categorised into appropriate components:Salaries & other emoluments RM000 676 38 Pension costs-dened contribution plan RM000 47 -
Fees RM000 Executive Directors Non-Executive Directors 135 -
Benet-in-kind RM000 26 -
Total RM000 884 38
2.
The number of Directors of the Company whose remuneration falls within the respective bands is as follows:Number of Directors Range of remuneration RM50,000 and below RM50,001 RM100,000 RM100,001 RM150,000 RM150,001 RM200,000 RM200,001 RM250,000 RM250,001 RM300,000 RM300,001 RM350,000 RM350,001 RM400,000 RM400,001 RM450,000 Executive 2 1 Non-Executive 4 -
C.
SHAREHOLDERS
(i) Communication between the Company and shareholders The Company reaches out to its shareholders through the issuance of Annual Reports, Circulars, quarterly results and various announcements made throughout the year. Shareholders and investors could also generate information through the Bursa Malaysia Securities Berhad website. General meetings are the principal forum for dialogues with the shareholders and investors. At each general meeting, the Board presents the progress and performance of the Group and shareholders are encouraged to participate in the question and answer sessions. (ii) Annual General Meeting The Annual General Meeting (AGM) is the principal forum for dialogue with shareholders. The AGM gives all shareholders, whatsoever size of shareholdings, direct access to the Board, to enquire and comment on matters relating to the Groups businesses. The Board also provides reasonable time for discussion at the Meeting and where appropriate, the Chairman or the Directors will provide a written answer to any signicant questions, which cannot be answered on the spot.
Annual Report 2009
14
CORPORATE GOVERNANCE (CONTD)

D. ACCOUNTABILITY AND AUDIT
The nancial reporting and internal control system of the Group is overseen by the Audit Committee (AC), which comprises three (3) Independent Non-Executive Directors. The primary responsibilities of the AC are set out in the Annual Report. (i) Financial Reporting The Board is responsible for ensuring the proper maintenance of accounting records of the Group. The Board received the recommendation to adopt the nancial statements of the Group from the AC, which reviews the said statements with the assistance of the External Auditors. (ii) Internal Controls The Board has overall responsibility for maintaining a proper system of internal controls, which provides reasonable assessment of effective and efcient operations, internal controls and in compliance with laws and regulations. (iii) Relationship with External Auditors The appointment of the External Auditors is recommended by the AC and the Board shall determines the remuneration of the External Auditors. The External Auditors meet with the AC for reviewing the results of audit as well as management letters after the conclusion of the audit work.
E.
BOARD COMMITTEES
Audit Committee (AC) The primary objective of the AC is to assist the Board in the auditing of all aspects of the Groups operations. The AC comprised of three (3) Directors, of whom three (3) were Independent and Non-Executive Directors. The terms of reference are set out in the Annual Report.
F.
COMPLIANCE STATEMENT
The Company acknowledges that in order to conform with the best practices in corporate governance, the establishment of an Internal Audit Division is essential in providing sufcient assurance of regular review and/or appraisal of the effectiveness of the system of internal controls within the Group, to evaluate and identify the key risk areas for reporting to the Audit Committee and the Board members where appropriate actions will be taken to manage and to safeguard against any material misstatement or losses.
G.
DIRECTORS TRAINING
All Directors have attended and successfully completed the Mandatory Accreditation Programme prescribed by Bursa Securities Malaysia Berhad. The Directors are encouraged to attend various training programmes which they have individually or collectively considered as relevant in contributing to discharge of their duties as Directors. The courses attended by the Directors in 2009 are detailed as follows :-
H.
CORPORATE SOCIAL RESPONSIBILITY

The Group recognises its commitment by contributing positively to the community and society. The Group endeavors to upgrade its working facilities to its employees ensuring their health and safety in the workplace is well taken care. In cultivating of oil palm seedling activities, the management has adopted an environment-friendly measures in recycling the empty fruits bunches, sludge, and burn ashes to be re-used in the plantation eld as fertilizers. The Group also ensures adheres to all environmental regulations and laws at all times. For charitable purposes, the Group has given support to local charitable organizational and schools through donation in term of money and in kind. 15
Annual Report 2009 Golsta Synergy Berhad
STATEMENT ON INTERNAL CONTROLS

The Board is aware of the importance of maintaining a sound internal control system in the Company and its subsidiaries with a view to achieve the corporate objectives within an acceptable risk environment and is responsible for reviewing its adequacy and integrity.
RISK MANAGEMENT
The Groups system of internal controls is designed to manage the principal business risks that may impede the Group from achieving its corporate objectives. The Groups nancial risk management policy is not to engage in any form of speculative transactions and seeks to ensure that adequate nancial resources are available for the development of the Groups businesses whilst managing its interest rate, foreign exchange exposure, liquidity and credit risks. Notwithstanding, due to the limitations that are inherent in any system of internal controls, the Groups internal control system cannot eliminate the risk of failure to achieve corporate objectives. As such, the system can only provide reasonable but not absolute assurance against material misstatement or loss.
KEY ELEMENTS OF INTERNAL CONTROL

Whilst the Board maintains full control and direction over appropriate strategic, nancial, organisational and compliance issues, it has delegated to executive management the implementation of the systems of internal control within an established framework. The main elements in the internal control framework include:An organisational structure with formally dened lines of responsibility and delegation of authority; Established procedures for planning, capital expenditure, information and reporting systems, and for monitoring the Groups businesses and their performances; Review by operating divisions of their annual operating budgets and capital plans with the relevant executive directors prior to submission to the Board for approval; Quarterly comparison of operating divisions nancial performance against budget; Regular reporting of accounting and legal developments to the Board; Operating policies and procedures which are subject to regular review and improvement;
The Internal Audit Division has been established to facilitate the discharge of the Boards responsibilities in reviewing the adequacy and the integrity of the Companys internal controls in compliance with applicable laws, regulations, rules, directives and guidelines.
Annual Report 2009
16
OTHER RELEVANT INFORMATION

1. UTILIZATION OF PROCEEDS FROM CORPORATE EXERCISE
The Company did not undertake any corporate exercise during the nancial year and therefore no proceeds had been raised therefrom.
2.
SHARE BUY-BACKS
There were no share buy-back arrangements during the nancial year.
3.
OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES EXERCISED

The Company did not issue any options, warrants or convertible securities in respect of the nancial year.
4.
DEPOSITORY RECEIPT PROGRAMME

The Company did not sponsor any depository receipt programme during the nancial year.
5.
SANCTIONS AND/OR PENALTIES IMPOSED

There was no public imposition of sanctions or penalties imposed on the Company and its subsidiaries, its directors or management by the regulatory bodies during the nancial year.
6.
NON-AUDIT FEES
There was no such payment being made to the external auditors during the nancial year.
7.
PROFIT ESTIMATE, FORECAST OR PROJECTION OR UNAUDITED RESULTS ANNOUNCED

There is no material variance between results for the nancial year and the unaudited results previously announced by the Company. The Company did not provide any prot estimate, forecast or projection for the nancial year.
8.
PROFIT GUARANTEE
The Company did not provide any form of prot guarantee to any party during the nancial year.
9.
MATERIAL CONTRACTS
Except as those disclosed in the nancial statements, there were no other material contracts including contracts relating to a loan entered into by the Company and its subsidiaries involving Directors and major shareholders during the nancial year.
10. RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE NATURE

Signicant Related Party Transactions of the Group for the current nancial year are disclosed in Note 30 to the Financial Statements. The Note also sets out the aggregate value of transactions conducted during the nancial year and the Directors opinion thereon.
11. REVALUATION OF LANDED PROPERTIES

The Groups policy is to revalue its landed properties in every ve years by independent valuers on an open market value basis and at shorter intervals whenever the fair value of the revalued assets is expected to differ materially from their carrying values.
17
Annual Report 2009
DIRECTORS RESPONSIBILITIES IN RESPECT OF FINANCIAL STATEMENTS

The Board of Directors is required under Paragraph 15.26 (a) of the Listing Requirements of the Bursa Malaysia to issue a statement explaining its responsibility for preparing the annual audited nancial statements. The Directors are required to prepare the nancial statements which give a true and fair view of the state of affairs of the Company and of the Group at the end of each nancial year and of the results and cash ows for the respective year. The nancial statements must be prepared in compliance with the provisions of the Companies Act, 1965 and applicable approved accounting standards. The Directors have considered the following in preparing the nancial statements for the nancial year: select suitable accounting policies and apply them consistently; make judgment and estimates that are reasonable and prudent; state whether applicable approved accounting standards have been followed.
The Directors are of the opinion that the nancial statements for the nancial year comply with the above requirements. The Directors are also responsible for ensuring the maintenance of adequate accounting records to ensure that the nancial statements for the nancial year comply with the requirements of the Companies Act, 1965. The Board has also ensured that the quarterly and annual nancial statements of the Company and Group is released to the Bursa Malaysia in a timely manner in order to keep our investors informed of the Groups latest development.
Annual Report 2009
18
DIRECTORS REPORT
The directors have pleasure in presenting their report together with the audited nancial statements of the Group and of the Company for the nancial year ended 31 December 2009.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management services. The principal activities of the subsidiaries are described in Note 16 to the nancial statements. There have been no signicant changes in the nature of the principal activities during the nancial year.
RESULTS
Group RM000 Prot for the year Attributable to: Equity holders of the Company Minority interests 2,505 Company RM000 2,096
2,504 1 2,505
2,096 2,096
There were no material transfers to or from reserves or provisions during the nancial year other than as disclosed in the nancial statements. In the opinion of the directors, the results of the operations of the Group and of the Company during the nancial year were not substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDEND
No dividend has been paid or declared by the Company since the end of the previous nancial year. The directors do not recommend the payment of any dividend for the current nancial year.
DIRECTORS
The names of the directors of the Company in ofce since the date of the last report and at the date of this report are: Ang Kwee Teng Dai Kuang Yen Liow Teck Eng Puan Sri Datin Minuira Sabki Raymond Koh Yew Hock (alternate to Puan Sri Datin Minuira Sabki) Teng Swee Eng Soon Sze Hock
19
Annual Report 2009
DIRECTORS REPORT (CONTD)

DIRECTORS BENEFITS
Neither at the end of the nancial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benets by means of acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous nancial year, no director has received or become entitled to receive a benet (other than benets included in the aggregate amount of emoluments received or due and receivable by the directors or the xed salary of a full-time employee of the Company as shown in Note 8 to the nancial statements ) by reason of a contract made by the Company or a related corporation with any director or with a rm of which he is a member, or with a company in which he has a substantial nancial interest, other than as disclosed in Note 29 to the nancial statements.
DIRECTORS INTERESTS
According to the register of directors shareholdings, the interests of directors in ofce at the end of the nancial year in shares in the Company and its related corporations during the nancial year were as follows: Number of ordinary shares of RM1 each Acquired Sold 31.12.2009
1.1.2009 Direct interest Ang Kwee Teng Dai Kuang Yen Liow Teck Eng Puan Sri Datin Minuira Sabki Teng Swee Eng Indirect interest Dai Kuang Yen Liow Teck Eng Puan Sri Datin Minuira Sabki Teng Swee Eng
Notes :
(1)
13,000 515,000 518,000 6,000 538,000
13,000 515,000 518,000 6,000 538,000
18,691,000 18,718,000 4,000 19,170,700
(1)
(2)
18,691,000 18,718,000 4,000 19,170,700
Deemed interested of 27,000 shares by virtue of Section 134(12)(c) of the Companies Act, 1965 through his childs shareholding in Golsta Synergy Berhad (484964-H) Deemed interested of 479,700 shares by virtue of Section 134(12)(c) of the Companies Act, 1965 through his childrens shareholdings in Golsta Synergy Berhad (484964-H)
(2)
By virtue of Teng Swee Engs, Dai Kuang Yens and Liow Teck Engs deemed interest in the shares of the Company under section 6A of the Companies Act 1965, they are deemed to have interests in the shares of the Subsidiaries of the Company to the extent that the Company has an interest. The other directors in ofce at the end of the nancial year had no interest in shares in the Company or its related corporations during the nancial year.
OTHER STATUTORY INFORMATION

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps: (i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satised themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.
(ii)
Annual Report 2009
20
DIRECTORS REPORT (CONTD)

(b) At the date of this report, the directors are not aware of any circumstances which would render: (i) the amount written off for bad debts or the amount of the provision for doubtful debts in the nancial statements of the Group and of the Company inadequate to any substantial extent; and the values attributed to current assets in the nancial statements of the Group and of the Company misleading.
(ii) (c)
At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or nancial statements of the Group and of the Company which would render any amount stated in the nancial statements misleading. As at the date of this report, there does not exist: (i) any charge on the assets of the Group or of the Company which has arisen since the end of the nancial year which secures the liabilities of any other person; or any contingent liability of the Group or of the Company which has arisen since the end of the nancial year.
(d)
(e)
(ii) (f)
In the opinion of the directors: (i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the nancial year which will or may affect the ability of the Group or of the Company to meet its obligations when they fall due; and no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the nancial 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 nancial year in which this report is made.
(ii)
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in ofce. Signed on behalf of the Board in accordance with a resolution of the directors dated 28 April 2010.
Teng Swee Eng Melaka, Malaysia
Liow Teck Eng
21
Annual Report 2009
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 169 (15) OF THE COMPANIES ACT, 1965
We, Teng Swee Eng and Liow Teck Eng, being two of the directors of Golsta Synergy Berhad, do hereby state that, in the opinion of the directors, the accompanying nancial statements set out on pages 25 to 66 are drawn up in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards in Malaysia so as to give a true and fair view of the nancial position of the Group and of the Company as at 31 December 2009 and of the results and the cash ows of the Group and of the Company for the year then ended. Signed on behalf of the Board in accordance with a resolution of the directors dated 28 April 2010.
Teng Swee Eng Melaka, Malaysia
Liow Teck Eng
STATUTORY DECLARATION
PURSUANT TO SECTION 169 (16) OF THE COMPANIES ACT, 1965
I, Teng Swee Eng, being the director primarily responsible for the nancial management of Golsta Synergy Berhad , do solemnly and sincerely declare that the accompanying nancial statements set out on pages 25 to 66 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by ) the abovenamed Teng Swee Eng ) at Melaka in the State of Melaka ) on 28 April 2010 )
Teng Swee Eng
Before me,
Annual Report 2009
22
REPORT OF THE AUDITORS

TO THE MEMBERS OF GOLSTA SYNERGY BERHAD (INCORPORATED IN MALAYSIA)
REPORT ON THE FINANCIAL STATEMENTS
We have audited the nancial statements of Golsta Synergy Berhad, which comprise the balance sheets as at 31 December 2009, and the income statements, statements of changes in equity and cash ow statements for the year then ended, and a summary of signicant accounting policies and other explanatory notes, as set out on pages 25 to 66.
Directors responsibility for the nancial statements The directors of the Company are responsible for the preparation and fair presentation of these nancial 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 nancial 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 nancial 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 nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys preparation and fair presentation of the nancial 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 entitys internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the nancial statements. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.
Opinion In our opinion, the nancial 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 nancial position of the Group and of the Company as at 31 December 2009 and of their nancial performance and cash ows for the year then ended.
23
Annual Report 2009
(CONTD) TO THE MEMBERS OF GOLSTA SYNERGY BERHAD (INCORPORATED IN MALAYSIA)

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: (a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. We have considered the nancial statements and the auditors reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 16 to the nancial statements. We are satised that the nancial statements of the subsidiaries that have been consolidated with the nancial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated nancial statements and we have received satisfactory information and explanations required by us for those purposes. The auditors reports on the nancial statements of the subsidiaries were not subject to any qualication material to the consolidated nancial statements and did not include any comment required to be made under Section 174(3) of the Act.
REPORT OF THE AUDITORS
(b)
(c)
(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.
Ernst & Young AF: 0039 Chartered Accountants
Lee Ah Too 2187/09/11(J) Chartered Accountant
Melaka, Malaysia Date: 28 April 2010
Annual Report 2009
24
INCOME STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2009
Group Note Revenue Cost of sales Gross prot Other income Administrative and general expenses Selling and marketing expenses Operating prot/(loss) Finance costs Prot/(loss) before tax Income tax expense Prot/(loss) for the year Attributable to: Equity holders of the Company Minority interests 4 3 2009 RM000 24,110 (17,520) 6,590 3,465 (4,973) (1,145) 3,937 (785) 3,152 (647) 2,505 2008 RM000 33,995 (30,237) 3,758 599 (5,489) (770) (1,902) (977) (2,879) 1,087 (1,792) 2009 RM000 528 528 1,996 (337) 2,187 2,187 (91) 2,096 Company 2008 RM000 528 528 (3,248) (2,720) (2,720) (64) (2,784)
5 6 9
2,504 1 2,505
(1,742) (50) (1,792)
2,096 2,096
(2,784) (2,784)
Earning/(loss) per share attributable to equity holders of the Company (sen): Basic 10 5.96 (4.15)
The accompanying notes form an integral part of the nancial statements.
25
Annual Report 2009
BALANCE SHEETS
AS AT 31 DECEMBER 2009
Group Note Assets Non-current assets Property, plant and equipment Biological assets Investment properties Prepaid land lease payments Goodwill Investment in subsidiaries 2009 RM000 2008 RM000 2009 RM000 Company 2008 RM000
11 12 13 14 15 16
19,237 11,187 4,100 9,239 696 44,459
19,589 10,442 3,700 9,323 1,326 44,380
22,059 22,059
22,059 22,059
Current assets Inventories Trade receivables Other receivables Tax recoverable Cash and bank balances
17 18 19 20
10,601 13,291 2,995 942 2,289 30,118
11,092 14,245 2,573 880 2,606 31,396 75,776
32,958 316 33,274 55,333
30,415 294 4 30,713 52,772
Total assets Equity and liabilities Equity attributable to equity holders of the Company Share capital Share premium Other reserves Accumulated losses
74,577
26 26 27
42,000 11,175 1,481 (1,829) 52,827 284 53,111
42,000 11,175 743 (4,333) 49,585 283 49,868
42,000 11,175 (2,944) 50,231 50,231
42,000 11,175 (5,040) 48,135 48,135
Minority interests Total equity Non-current liabilities Borrowings Deferred tax
21 25
638 2,329 2,967
89 1,641 1,730
Current liabilities Borrowings Trade payables Other payables
21 23 24
11,874 3,600 3,025 18,499
14,706 6,036 3,436 24,178 25,908 75,776
5,102 5,102 5,102 55,333
4,637 4,637 4,637 52,772
Total liabilities Total equity and liabilities
21,466 74,577

26
Share Capital Rm000 Total Rm000
Attributable To Equity Holders Of The Company Non-distributable Distributable Foreign Share Revaluation Exchange Accumulated Premium Reserves Reserve Losses Rm000 Rm000 Rm000 Rm000 Minority Interests Rm000 Total Equity Rm000
Group 11,175 958 15 234 (464) (2,591) 51,776 (464) 15 333 52,109 (464) 15
At 1 January 2008 Foreign exchange translation Deferred tax recognised in equity Loss for the year, representing total recognised income and expense for the year 11,175 973 696 (170) (230) 212 (4,333) 49,585 696 212 (170) (1,742) (1,742) (50) 283 -
42,000 -

(1,792) 49,868 696 212 (170)
At 31 December 2008 Revaluation surplus Foreign exchange translation Deferred tax recognised in equity Prot for the year, representing total recognised income and expense for the year 11,175 1,499 (18) 2,504 (1,829) 2,504 52,827
42,000 -
1 284
2,505 53,111
STATEMENTS OF CHANGES IN EQUITY
27
At 31 December 2009
42,000
Annual Report 2009
STATEMENTS OF CHANGES IN EQUITY (CONTD)

Nondistributable Share premium RM000
Share capital RM000 Company At 1 January 2008 Loss for the year, representing total recognised income and expense for the year At 31 December 2008 Prot for the year, representing total recognised income and expense for the year At 31 December 2009 42,000
Accumulated losses RM000
Total RM000
11,175
(2,256)
50,919
42,000
11,175
(2,784) (5,040)
(2,784) 48,135
42,000
11,175
2,096 (2,944)
2,096 50,231
Annual Report 2009
28
CASH FLOW STATEMENTS

Group 2009 RM000 Cash ows from operating activities Prot/(loss) before tax Adjustments for : Gross dividend Amortisation of prepaid land lease Amortisation of biological assets Bad debts written off Depreciation Fair value adjustment for investment properties Impairment of goodwill Provision for doubtful debts Reversal of provision for doubtful debts Unrealised (gain)/loss on foreign exchange Interest expense Interest income Operating prot/(loss) before working capital changes Decrease in inventories Decrease/(increase) in receivables (Decrease)/increase in payables Cash generated from/(used in) operations Interest paid Tax paid Tax refund Net cash generated from/(used in) operating activities Cash ows from investing activities Interest received Dividend received Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Purchase of biological assets Prepayment of land lease Net cash (used in)/generated from investing activities Cash ows from nancing activities Proceeds from term loan Repayment of term loan Repayment of hire purchase payables and lease nancing Short term borrowings Net cash used in nancing activities Net increase/(decrease) in cash and cash equivalents Effects of exchange rate changes Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year (Note 20) 1,213 (160) (107) (3,905) (2,959) (97) (71) (168) 43 (295) 47 (205) 43 (1,750) (4,072) (65) (5,844) 337 337 333 333 3,152 113 825 1,402 (400) 630 58 (2,194) 785 (43) 4,328 491 2,647 (2,826) 4,640 (785) (208) 17 3,664 (2,879) 110 606 608 1,990 (37) 396 (257) 977 (43) 1,471 6,695 (369) 661 8,458 (977) (234) 63 7,310 2,187 (450) (16) (1,996) (275) (531) 465 (341) (341) (2,720) (450) 2,698 128 (344) (4,610) 4,622 (332) (332) 2008 RM000 2009 RM000 Company 2008 RM000
500 (1,493) (4,000)
1,298 (212) (5,086)
(4) 4
1 3
(4,993)
(4,000)
The accompanying notes form an integral part of the nancial statements. 29

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2009
1. CORPORATE INFORMATION
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. The principal place of business of the Company is located at 11, Jalan TTC 30, Taman Teknologi Cheng, 75260 Melaka. The principal activities of the Company are investment holding and provision of management services. The principal activities of the subsidiaries are described in Note 16. There have been no signicant changes in the nature of the principal activities during the nancial year. The nancial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 28 April 2010.
2.
SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation The nancial statements comply with the provisions of the Companies Act, 1965 and Financial Reporting Standards (FRSs) in Malaysia. The nancial statements of the Group and of the Company have also been prepared on a historical basis, except for land and buildings included within property, plant and equipment and investment properties that have been measured at their fair values. The nancial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM000) except when otherwise indicated. 2.2 Summary of signicant accounting policies (a) Subsidiaries and basis of consolidation (i) Subsidiaries Subsidiaries are entities over which the Group has the ability to control the nancial and operating policies so as to obtain benets 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 Companys separate nancial statements, investments in subsidiaries are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in prot or loss. (ii) Basis of consolidation The consolidated nancial statements comprise the nancial statements of the Company and its subsidiaries as at the balance sheet date. The nancial statements of the subsidiaries are prepared for the same reporting date as the Company. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. In preparing the consolidated nancial statements, intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated nancial statements for like transactions and events in similar circumstances. Acquisition of subsidiaries that meets the conditions of a merger are accounted for using the merger method. Under the merger method of accounting, the results of subsidiaries are presented as if the merger had been effected throughout the current and previous years. In the consolidated nancial statements, the cost of the merger is cancelled with the nominal values of the shares received. Any resulting credit difference is classied as equity and regarded as a non-distributable reserve. Any resulting debit difference is adjusted against any suitable reserve.
Annual Report 2009
30
NOTES TO THE FINANCIAL STATEMENTS (CONTD)

31 DECEMBER 2009
2. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
2.2 Summary of signicant accounting policies (contd) (a) Subsidiaries and basis of consolidation (contd) (ii) Basis of consolidation (contd) Acquisitions of subsidiaries that do not meet the conditions of a merger are accounted for using the purchase method. The purchase method of accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the acquisition. Any excess of the cost of the acquisition over the Groups interest in the net fair value of the identiable assets, liabilities and contingent liabilities represent goodwill. Any excess of the Groups interest in the net fair value of the identiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in prot or loss. Minority interests represent the portion of prot or loss and net assets in subsidiaries not held by the Group. It is measured at the minorities share of the fair value of the subsidiaries identiable assets and liabilities at the acquisition date and the minorities share of changes in the subsidiaries equity since then. (b) Goodwill Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of business combination over the Groups interest in the net fair value of the identiable assets, liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. (c) Property, plant and equipment and depreciation All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benets associated with the item will ow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the nancial period in which they are incurred. Subsequent to recognition, property, plant and equipment except for land and buildings are stated at cost less accumulated depreciation and any accumulated impairment losses. Land and buildings are stated at cost or revalued amount, which is the fair value at the date of the revaluation less any accumulated impairment losses. Fair value is determined from market-based evidence by appraisal that is undertaken by professionally qualied valuers. Revaluations are performed with sufcient regularity to ensure that the fair value of a revalued asset does not differ materially from that which would be determined using fair values at the balance sheet date. Any revaluation surplus is credited to the revaluation reserve included within equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in prot or loss, in which case the increase is recognised in prot or loss to the extent of the decrease previously recognised. A revaluation decit is rst offset against unutilised previously recognised revaluation surplus in respect of the same asset and the balance is thereafter recognised in prot or loss. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to retained earnings.
31
Annual Report 2009

31 DECEMBER 2009
2.2 Summary of signicant accounting policies (contd) (c) Property, plant and equipment and depreciation (contd) Freehold land has an unlimited useful life and therefore is not depreciated. 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, at the following annual rates : Factory buildings and condominium Motor vehicles Plant and machinery, factory equipment, mould and electrical installation Furniture and ttings, air conditioners and signboard 2% 16% to 20% 10% 8% to 10%
The residual values, useful life and depreciation method are reviewed at each nancial year-end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benets embodied in the items of property, plant and equipment. An item of property, plant and equipment is derecognised upon disposal or when no future economic benets are expected from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in prot or loss and the unutilised portion of the revaluation surplus on that item is taken directly to retained earnings. (d) Biological assets Biological assets in respect of oil palm plantations comprise new planting (incurred from land clearing to the point of harvesting) and replanting expenditure (incurred in replanting old planted areas), representing precropping costs incurred on land preparation, fertilisation, plant and planting, labour and any general overheads directly attributed to the development of the root stock. Such expenditure are amortised on a straight line basis over the estimated useful life of root stocks of 15 years. (e) Investment properties Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value. Fair value is arrived at by reference to market evidence of transaction prices for similar properties and is performed by registered independent valuers having an appropriate recognised professional qualication and recent experience in the location and category of the properties being valued. Gains or losses arising from changes in the fair values of investment property is recognised in prot or loss in the year in which they arise. A property interest under an operating lease is classied and accounted for as an investment property on a property-by-property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating lease classied as an investment property is carried at fair value. Investment property is derecognised when either it has been disposed of or when the investment property is permanently withdrawn from use and no future economic benet is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property is recognised in prot or loss in the year in which they arise.
Annual Report 2009
32

31 DECEMBER 2009
2.2 Summary of signicant accounting policies (contd) (f) Impairment of non-nancial assets The carrying amounts of assets, other than investment properties and inventories are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets recoverable amount is estimated to determine the amount of impairment loss. For goodwill, intangible assets that have an indenite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date or more frequently when indicators of impairment are identied. For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless the asset does not generate cash ows that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs to. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Groups CGUs, or groups of CGUs, that are expected to benet from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. An assets recoverable amount is the higher of an assets or CGUs fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash ows are discounted to their present value using a pre-tax discount rate that reects current market assessments of the time value of money and the risks specic to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated rst to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis. An impairment loss is recognised in prot or loss in the period in which it arises, unless the asset is carried at a revalued amount, in which case the impairment loss is accounted for as a revaluation decrease to the extent that the impairment loss does not exceed the amount held in the asset revaluation reserve for the same asset. Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in prot or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. (g) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the rst-in, rstout method. The cost of raw materials comprises costs of purchase. The cost of nished goods, work-in-progress and nursery inventories comprise raw materials, direct labour, other direct costs and appropriate proportions of manufacturing overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. (h) Financial instruments Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the instrument. Financial instruments are classied as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a nancial instrument classied as a liability, are reported as expense or income. Distributions to holders of nancial instruments classied as equity are recognised directly in 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.
33
Annual Report 2009

31 DECEMBER 2009
2.2 Summary of signicant accounting policies (contd) (h) Financial instruments (contd) (i) Cash and cash equivalents For the purposes of the cash ow statements, cash and cash equivalents include cash on hand and at bank and deposit at call, net of outstanding bank overdrafts. (ii) Trade and other receivables Trade and other receivables are carried at anticipated realisable values. Bad debts are written off when identied. An estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date. (iii) Trade and other payables Trade and other payables are stated at the fair value of the consideration to be paid in the future for goods and services received. (iv) Interest-bearing borrowings All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. (v) Equity Instruments Ordinary shares are classied as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared. The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided. (i) Leases (i) Classication A lease is recognised as a nance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. Leases of land and buildings are classied as operating or nance leases in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purposes of lease classication. All leases that do not transfer substantially all the risks and rewards are classied as operating leases, with the following exceptions: Property held under operating leases that would otherwise meet the denition of an investment property is classied as an investment property on a property-by-property basis and, if classied as investment property, is accounted for as if held under a nance lease in Note 2.2 (e). 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 nance lease, unless the building is also clearly held under an operating lease. (ii) Finance leases - the Group as lessee Assets acquired by way of hire purchase or nance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings. 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 Companys incremental borrowing rate is used. Any initial direct costs are also added to the carrying amount of such assets.
34

31 DECEMBER 2009
2.2 Summary of signicant accounting policies (contd) (i) Leases (contd) (ii) Finance leases - the Group as lessee (contd) Lease payments are apportioned between the nance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised in the prot and loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. The depreciation policy for leased assets is in accordance with that for depreciable property, plant and equipment as described in Note 2.2 (c). (iii) Operating Leases - the Group as Lessee Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease. The aggregate benet of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis. In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made are allocated, whenever necessary, between the land and the buildings elements in proportion to the relative fair values for leasehold interests in the land element and buildings element of the lease at the inception of the lease. The up-front payment represents prepaid lease payments and are amortised on a straight-line basis over the lease term. (iv) Operating leases - the Group as lessor Assets leased out under operating leases are presented on the balance sheet according to the nature of the assets. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease (Note 2.2(o)(iv)). Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. (j) Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specic borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in prot or loss in the period in which they are incurred. (k) Income tax Income tax on the prot or loss for the year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable prot for the year and is measured using the tax rates that have been enacted at the balance sheet date. Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised for all taxable temporary differences and 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 taxable prot will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or 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, affects neither accounting prot nor taxable prot.
35
Annual Report 2009

31 DECEMBER 2009
2.2 Summary of signicant accounting policies (contd) (k) Income tax (contd) Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised as income or an expense and included in the prot or loss for the period, except when it arises from a transaction which is recognised directly in equity, or when it arise from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or the amount of any excess of the acquirers interest in the net fair value of the acquirees identiable assets, liabilities and contingent liabilities over the cost of the combination. (l) Employee benets (i) Short term benets Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Dened contribution plans Dened contribution plans are post-employment benets plans under which the Group pays xed contributions into separate entities or funds and will have no legal or constructive obligation to pay further contributions if any of the funds do not hold sufcient assets to pay all employee benets relating to employee services in the current and preceding nancial years. Such contributions are recognised as an expense in the prot or loss as incurred. As required by law, companies in Malaysia make contributions to the Employees Provident Fund (EPF). Some of the Groups foreign subsidiaries also make contributions to their respective countries statutory pension schemes. (m) Foreign currencies (i) Functional and presentation currency The individual nancial 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 nancial statements are presented in Ringgit Malaysia (RM), which is also the Companys functional currency. (ii) Foreign currencies transactions In preparing the nancial statements of the individual entities, transactions in currencies other than the entitys functional currency (foreign currencies) are recorded in the functional currencies using the exchange rates prevailing at the dates of transactions. At each balance sheet date, monetary items denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated. Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included in prot or loss for the period except for exchange differences arising on monetary items that form part of the Groups net investment in foreign operation. Exchange differences arising on monetary items that form part of the Groups net investment in foreign operation, where that monetary item is denominated in either the functional currency of the reporting entity or the foreign operation, are initially taken directly to the foreign currency translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in prot or loss. Exchange differences arising on monetary items that form part of the Groups net investment in foreign operation, where that monetary item is denominated in a currency other than the functional currency of either the reporting entity or the foreign operation, are recognised in prot or loss for the period.
Annual Report 2009
36

31 DECEMBER 2009
2.2 Summary of signicant accounting policies (contd) (m) Foreign currencies (contd) (ii) Foreign currencies transactions (contd) Exchange differences arising on monetary items that form part of the Companys net investment in foreign operation, regardless of the currency of the monetary item, are recognised in prot or loss in the Companys nancial statements or the individual nancial statements of the foreign operation, as appropriate. Exchange differences arising on the translation of non-monetary items carried at fair value are included in prot or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity. (iii) Foreign operations The results and nancial positions of foreign operations that have a functional currency different from the presentation currency (RM) of the consolidated nancial statements are translated into RM as follows: Assets and liabilities for each balance sheet presented are translated at the closing rate prevailing at the balance sheet date; Income and expenses for each income statement are translated at average exchange rates for the year, which approximates the exchange rates at the dates of the transactions; and All resulting exchange differences are taken to the foreign currency translation reserve within equity. Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the balance sheet date. (n) Provision Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outow of resources embodying economic benets will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reect the current best estimate. Where the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reects, where appropriate, the risks specic to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as nance cost. (o) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benets will ow to the Group and the revenue can be reliably measured. The following specic recognition criteria must also be met before revenue is recognised: (i) Sale of goods Revenue is recognised net of sales taxes and discounts and upon transfer of signicant risks and rewards of ownership to the buyer. Revenue is not recognised to the extent where there are signicant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. (ii) Dividend income Dividend income is recognised when the Groups right to receive payment is established.
37
Annual Report 2009

31 DECEMBER 2009
2.2 Summary of signicant accounting policies (contd) (o) Revenue recognition (contd) (iii) Revenue from services Revenue from engineering consultation, project management and services rendered is recognised net of service taxes as and when the services are performed. (iv) Rental income Rental income from investment property is recognised on a straight-line basis over the term of the lease. The aggregate cost of incentives provided to lessees is recognised as a reduction of rental income over the lease term on a straight-line basis. 2.3 Standards and interpretations issued but not yet effective At the date of authorisation of these nancial statements, the following new and revised FRSs and Interpretations, and amendments to certain Standards and Interpretations were issued but not yet effective and have not been applied by the Group and the Company, which are: Effective for nancial periods beginning on or after 1 July 2009: FRS 8: Operating Segments Effective for nancial periods beginning on or after 1 January 2010: FRS 4: Insurance Contracts FRS 7: Financial Instruments: Disclosures FRS 101: Presentation of Financial Statements (revised) FRS 123: Borrowing Costs FRS 139: Financial Instruments: Recognition and Measurement Amendments to FRS 1: First-time Adoption of Financial Reporting Standards and FRS 127: Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate Amendments to FRS 2: Share-based Payments- Vesting Conditions and Cancellations Amendment to FRS 5: Non-current Assets Held For Sale and Discontinued Operations Amendment FRS 8: Operating Segments Amendment to FRS 107: Cash Flow Statements Amendment to FRS 108: Accounting Policies, Changes in Accounting Estimates and Errors Amendment to FRS 110: Events after the Reporting Period Amendment to FRS 116: Property, Plant and Equipment Amendment to FRS 117: Leases Amendment to FRS 118: Revenue Amendment to FRS 119: Employee Benets Amendment to FRS 120: Accounting for Government Grants and Disclosure of Government Assistance Amendment to FRS 123: Borrowing Costs Amendment to FRS 127: Consolidated and Separate Financial Statements Amendment to FRS 128: Investment in Associates Amendment to FRS 129: Financial Reporting in Hyperinationary Economies Amendment to FRS 131: Interests in Joint Ventures Amendment to FRS 132: Financial Instruments: Presentation Amendment to FRS 134: Interim Financial Reporting Amendment to FRS 136: Impairment of Assets Amendment to FRS 138: Intangible Assets Amendments to FRS 139: Financial Instruments: Recognition and Measurement, FRS 7: Financial Instruments: Disclosures and IC Interpretation 9: Reassessment of Embedded Derivatives Amendment to FRS 140: Investment Property Amendments to FRSs Improvements to FRSs (2009)
Annual Report 2009
38

31 DECEMBER 2009
2.3 Standards and interpretations issued but not yet effective (contd) Effective for nancial periods beginning on or after 1 January 2010 (contd): IC Interpretation 9: Reassessment of Embedded Derivatives IC Interpretation 10: Interim Financial Reporting and Impairment IC Interpretation 11: FRS 2: Group and Treasury Share Transactions IC Interpretation 13: Customer Loyalty Programmes IC Interpretation 14: FRS 119 The Limit on a Dened Benet Asset, Minimum Funding Requirements and their interaction TR i-3: Presentation of Financial Statements of Islamic Financial Institutions Effective for nancial periods beginning on or after 1 July 2010: FRS 1: First-time Adoption of Financial Reporting Standards FRS 3: Business Combinations (revised) FRS 127: Consolidated and Separate Financial Statements (amended) Amendments to FRS 2: Share-based Payments Amendments to FRS 5: Non-current Assets Held For Sale and Discontinued Operations Amendments to FRS 138: Intangible Assets Amendments to IC Interpretation 9: Reassessment of Embedded Derivatives IC Interpretation 12: Service Concession Arrangements IC Interpretation 15: Agreements for the Construction of Real Estate IC Interpretation 16: Hedges of a Net Investment in a Foreign Operation IC Interpretation 17: Distributions of Non-cash Assets to Owners The Group and the Company plan to adopt the above pronouncements when they become effective in the respective nancial period. Unless otherwise described below, these pronouncements are expected to have no signicant impact to the nancial statements of the Group and the Company upon their initial application: a) Business Combinations (revised) and FRS 127: Consolidated and Separate Financial Statements (amended) FRS 3 (revised) introduces a number of changes to the accounting for business combinations occurring on or after 1 July 2010. These include changes that affect the valuation of non-controlling interest, the accounting for transaction costs, the initial recognition and subsequent measurement of a contingent consideration and business combinations achieved in stages. These changes will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs and future reported results. FRS 127 (amended) requires that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as a transaction with owners in their capacity as owners and to be recorded in equity. Therefore, such transaction will no longer give rise to goodwill, nor will it give rise to a gain or loss. Furthermore, the amended Standard changes the accounting for losses incurred by the subsidiary as well as loss of control of a subsidiary. The changes by FRS 3 (revised) and FRS127 (amended) will be applied prospectively and only affect future acquisition or loss of control of subsidiaries and transactions with non-controlling interests. b) FRS 8: Operating Segment FRS 8 replaces FRS 1142004: Segment Reporting and requires a management approach, under which segment information is presented on a similar basis to that used for internal reporting purposes. As a result, the Groups external segmental reporting will be based on the internal reporting to the chief operating decision maker, who makes decisions on the allocation of resources and assesses the performance of the reportable segments. As this is a disclosure standard, there will be no impact on the nancial position or results of the Group.
39
Annual Report 2009

31 DECEMBER 2009
2.3 Standards and interpretations issued but not yet effective (contd) c) FRS 101: Presentation of Financial Statements (revised) The revised FRS 101 separates owner and non-owner changes in equity. Therefore, the consolidated statement of changes in equity will now include only details of transactions with owners. All non-owner changes in equity are presented as a single line labelled as total comprehensive income. The Standard also introduces the statement of comprehensive income: presenting all items of income and expense recognised in the income statement, together with all other items of recognised income and expense, either in one single statement, or in two linked statements. The Group is currently evaluating the format to adopt. In addition, a statement of nancial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the reclassication of items in the nancial statements. This revised FRS does not have any impact on the nancial position and results of the Group and the Company. d) FRS 123: Borrowing costs This Standard supersedes FRS 1232004: Borrowing Costs that removes the option of expensing borrowing costs and requires capitalisation of such costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Other borrowing costs are recognised as an expense. The Groups current accounting policy is to expense the borrowing costs in the period which they are incurred. In accordance with the transitional provisions of the Standard, the Group will apply the change in accounting policy prospectively for which the commencement date for capitalisation of borrowing cost on qualifying assets is on or after the nancial period 1 January 2010. e) FRS 139: Financial Instruments: Recognition and Measurement, FRS 7: Financial Instruments: Disclosures and Amendments to FRS 139: Financial Instruments: Recognition and Measurement, FRS 7: Financial Instruments: Disclosures The new Standard on FRS 139: Financial Instruments: Recognition and Measurement establishes principles for recognising and measuring nancial assets, nancial liabilities and some contracts to buy and sell nonnancial items. Requirements for presenting information about nancial instruments are in FRS 132: Financial Instruments: Presentation and the requirements for disclosing information about nancial instruments are in FRS 7: Financial Instruments: Disclosures. FRS 7: Financial Instruments: Disclosures is a new Standard that requires new disclosures in relation to nancial instruments. The Standard is considered to result in increased disclosures, both quantitative and qualitative of the Groups and Companys exposure to risks, enhanced disclosure regarding components of the Groups and Companys nancial position and performance, and possible changes to the way of presenting certain items in the nancial statements. In accordance with the respective transitional provisions, the Group and the Company are exempted from disclosing the possible impact to the nancial statements upon the initial application. f) Amendments to FRSs Improvements to FRSs (2009) FRS 117 Leases: Claries on the classication of leases of land and buildings. The Group is still assessing the potential implication as a result of the reclassication of its unexpired land leases as operating or nance leases. For those land element held under operating leases that are required to be reclassied as nance leases, the Group shall recognise a corresponding asset and liability in the nancial statements which will be applied retrospectively upon initial application. However, in accordance with the transitional provision, the Group is permitted to reassess lease classication on the basis of the facts and circumstances existing on the date it adopts the amendments; and recognise the asset and liability related to a land lease newly classied as a nance lease at their fair values on that date; any difference between those fair values is recognised in retained earnings. The Group is currently in the process of assessing the impact of this amendment. FRS 140 Investment Property: Property under construction or development for future use as an investment property is classied as investment property. Where the fair value model is applied, such property is measured at fair value. If fair value cannot be reliably determined, the investment under construction will be measured at cost until such time as fair value can be determined or construction is complete. The amendment also includes changes in terminology in the Standard to be consistent with FRS 108. The change will be applied prospectively.
Annual Report 2009
40

31 DECEMBER 2009
2.4 Signicant accounting estimates and judgements (a) Critical judgements made in applying accounting policies The following are the judgements made by management in the process of applying the Groups accounting policies that have the most signicant effect on the amounts recognised in the nancial statements. (i) Classication between investment properties and property, plant and equipment The Group has developed certain criteria based on FRS 140 in making judgement whether a property qualies as an investment property. Investment property is a property held to earn rentals or for capital appreciation or both. Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a nance lease), the Group would account for the portions separately. If the portions could not be sold separately, the property is an investment property only if an insignicant portion is held for use in the production or supply of goods or services or for administrative purposes. Judgement is made on an individual property basis to determine whether ancillary services are so signicant that a property does not qualify as investment property. (b) Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a signicant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next nancial year are discussed below. (i) Impairment of goodwill The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value-in-use of the cash-generating units (CGU) to which goodwill is allocated. Estimating a value-in-use amount requires management to make an estimate of the expected future cash ows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash ows. The carrying amount of goodwill as at 31 December 2009 was RM696,000 (2008: RM1,326,000) . Further details are disclosed in Note 15. (ii) Depreciation of plant and machinery The cost of plant and machinery for the design, fabrication and installation of plant and process engineering and related components is depreciated on a straight-line basis over the assets useful lives. Management estimates the useful lives of these plant and machinery to be 10 years. These are common life expectancies applied in the engineering industry. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. (iii) Amortisation of biological assets The cost of oil palm plantation is amortised on a straight-line basis over its useful life. Management estimates the useful life of oil palm plantation to be 15 years. This is a common life expectancy in the plantation industry. Changes in the maturity dates could impact the economic useful life of these assets and future amortisation charges could be revised. (iv) Provision for doubtful debts The Group and the Company make provision for doubtful debts based on an assessment of the recoverability of receivables. Provision is applied to receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable. Management specically analyses historical bad debt, customer creditworthiness, current economic trends and changes in customer payment terms when making a judgement to evaluate the adequacy of the provision for doubtful debts of receivables. Where the expectation is different from the original estimate, such difference will impact the carrying value of receivables.
41
Annual Report 2009

31 DECEMBER 2009
3. REVENUE
Group 2009 RM000 Sale of goods Sales of seedings Dividend income from subsidiaries Management fee 19,632 4,478 24,110 2008 RM000 30,191 3,804 33,995 2009 RM000 450 78 528 Company 2008 RM000 450 78 528
4.
OTHER INCOME
Group 2009 RM000 Interest income Rental income Gain on foreign exchange Fair value adjustment on investment properties Bad debts recovered Miscellaneous income 43 250 2,194 400 367 211 3,465 2008 RM000 43 254 257 37 8 599 2009 RM000 1,996 1,996 Company 2008 RM000 -
5.
FINANCE COSTS
Group 2009 RM000 Interest expense on : Bank borrowings Hire purchase and nance lease liabilities 2008 RM000
782 3 785
965 12 977
Annual Report 2009
42

31 DECEMBER 2009
6. PROFIT/(LOSS) BEFORE TAX
The following amounts have been included in arriving at prot/(loss) before tax : Group 2009 RM000 Amortisation of prepaid land lease payments Amortisation of biological assets Auditors remuneration: - current year - underprovision in prior year Bad debts written off Depreciation Direct operating expenses of investment properties: - revenue generating during the year Impairment of goodwill Impairment of property, plant and equipment Non-executive directors remuneration (Note 8) Operating lease: - minimum lease payments on ofce equipment - minimum lease payments on machinery Rental of factory and premises Employee benets expense (Note 7) Provision for doubtful debts Reversal of provision for doubtful debts Loss on foreign exchange 113 825 82 1,402 2008 RM000 110 606 88 1 608 1,990 2009 RM000 18 Company 2008 RM000 18 -
38 630 108 38 3 35 66 4,517 58 466
49 48 3 28 4,529 396 43
38 216 (16) -
48 283 2,698 128
7.
EMPLOYEE BENEFITS EXPENSE

Group 2009 RM000 Salaries, wages and bonus Contributions to dened contribution plan Other benets 3,505 239 773 4,517 2008 RM000 3,264 247 1,018 4,529 2009 RM000 192 23 1 216 Company 2008 RM000 252 30 1 283
Included in staff costs of the Group and of the Company are executive directors remuneration amounting to RM858,000 (2008: RM774,000) and RM138,000 (2008: RM185,000) respectively as disclosed in Note 8.
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Annual Report 2009

31 DECEMBER 2009
8. DIRECTORS REMUNERATION
Group 2009 RM000 Executive directors remuneration (Note 7): Fees Other emoluments 2008 RM000 2009 RM000 Company 2008 RM000
135 723 858
243 531 774
138 138
185 185
Non-executive directors remuneration (Note 6): Other emoluments Total directors remuneration Estimated money value of benets-in-kind Total directors remuneration including benets-in-kind
38 896 26
48 822 26
38 176 -
48 233 -
922
848
176
233
The details of remuneration receivable by directors of the Company during the year are as follows: Group 2009 RM000 Executive: Salaries and other emoluments Fees Dened contribution plans Estimated money value of benets-in-kind 2008 RM000 2009 RM000 Company 2008 RM000
676 135 47 26 884
474 243 57 26 800
123 15 138
165 20 185
Group 2009 RM000 Non-executive: Other emoluments 2008 RM000 2009 RM000
Company 2008 RM000
38 922
48 848
38 176
48 233
The number of directors of the Company whose total remuneration during the year fell within the following bands is analysed below: Number of Directors 2009 2008 Executive directors: RM200,001 - RM250,000 RM250,001 - RM300,000 RM300,001 - RM350,000 RM350,001 - RM400,000 RM400,001 - RM450,000 Non-executive directors: Below RM50,000
2 1
1 2 -
Annual Report 2009
44

31 DECEMBER 2009
9. INCOME TAX EXPENSE
Group 2009 RM000 Current income tax: Malaysia income tax (Over)/underprovision in prior years 2008 RM000 2009 RM000 Company 2008 RM000
165 (36) 129
(44) 16 (28)
58 33 91
33 31 64
Deferred tax (Note 25): Relating to origination and reversal of temporary differences Relating to changes in tax rate Overprovision in prior years
580 (62) 518 647
(1,073) 51 (37) (1,059) (1,087)
91
64
Income tax is calculated at the Malaysian statutory tax rate of 25% (2008: 26%) of the estimated assessable prot for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. A reconciliation of income tax expense applicable to prot/(loss) before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows: Group 2009 RM000 Prot/(loss) before tax Taxation at Malaysian statutory tax rate of 25% (2008: 26%) Effect of different tax rates in other countries Effect of changes in tax rates on opening balance of deferred tax Effect of income subject to tax rate of 20% Effect of expenses not deductible for tax purposes Effect of income not subject to tax Effect of utilisation of current years export allowances Deferred tax asset recognised on unutilised export allowances Deferred tax asset not recognised in respect of current years tax losses (Over)/underprovision of tax expense in prior years Overprovision of deferred tax in prior years Income tax expense for the year 3,152 2008 RM000 (2,879) 2009 RM000 2,187 Company 2008 RM000 (2,720)
788 13 392 (499) 51 (36) (62) 647
(749) 43 51 62 531 (184) (927) 107 16 (37) (1,087)
547 10 (499) 33 91
(707) 740 31 64
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Annual Report 2009

31 DECEMBER 2009
10. EARNING/(LOSS) PER SHARE
(a) Basic Basic earning/(loss) per share is calculated by dividing the prot/(loss) for the year attributable to ordinary equity holders of the Company over the number of ordinary shares in issue during the nancial year. Group 2009 Prot/(loss) attributable to ordinary equity holders of the Company (RM000) Number of ordinary shares in issue (000) Basic earning/(loss) per share (sen) (b) Diluted There is no diluted earning/(loss) per share as the Company does not have any dilutive potential ordinary shares as at the year end. 2,504 42,000 5.96 2008 (1,742) 42,000 (4.15)
11. PROPERTY, PLANT AND EQUIPMENT

Plant and machinery, factory equipment and mould RM000
*Land and buildings RM000 Group At 31 December 2009 Cost or valuation At 1 January 2009 At cost At valuation Additions Disposals Revaluation Exchange differences At 31 December 2009 Representing: At cost At valuation 1,428 14,632 16,060 81 (835) 196 15,502 1,732 13,770 15,502 Accumulated depreciation At 1 January 2009 Charge for the year Disposals Revaluation Exchange differences At 31 December 2009 Net carrying amount At cost At valuation At 31 December 2009
Other assets RM000
Total RM000
21,035 21,035 124 (169) (30) 20,960 20,960 20,960
4,036 4,036 90 27 4,153 4,153 4,153
26,499 14,632 41,131 295 (169) (835) 193 40,615 26,845 13,770 40,615
1,523 290 (1,423) (1) 389
16,997 849 (122) (18) 17,706
3,022 263 (2) 3,283
21,542 1,402 (122) (1,423) (21) 21,378
1,681 13,432 15,113 46
3,254 3,254
870 870
5,805 13,432 19,237

31 DECEMBER 2009
11. PROPERTY, PLANT AND EQUIPMENT (CONTD)
Plant and machinery, factory equipment and mould RM000
*Land and buildings RM000 At 31 December 2008 Cost or valuation At 1 January 2008 At cost At valuation
Other assets RM000
Total RM000
122 14,447 14,569 1,319 172 16,060
20,463 20,463 216 356 21,035
3,783 3,783 215 38 4,036
24,368 14,447 38,815 1,750 566 41,131
Additions Exchange differences At 31 December 2008 Representing: At cost At valuation At 31 December 2008 Accumulated depreciation At 1 January 2008 Charge for the year Exchange differences At 31 December 2008 Net carrying amount At cost At valuation At 31 December 2008
1,428 14,632 16,060
21,035 21,035
4,036 4,036
26,499 14,632 41,131
1,169 320 34 1,523
15,450 1,396 151 16,997
2,724 274 24 3,022
19,343 1,990 209 21,542
1,414 13,123 14,537
4,038 4,038
1,014 1,014
6,466 13,123 19,589
47
Annual Report 2009

31 DECEMBER 2009
* Land and buildings Condominium and shop ofces RM000
Freehold land RM000 At 31 December 2009 Cost or valuation At 1 January 2009 At cost At valuation
Factory buildings RM000
Total RM000
65 65 50 115
1,428 14,317 15,745 81 (765) 196 15,257
250 250 (120) 130
1,428 14,632 16,060 81 (835) 196 15,502
Additions Revaluation Exchange differences At 31 December 2009 Representing: At cost At valuation
115 115
1,732 13,525 15,257
130 130
1,732 13,770 15,502
Accumulated depreciation At 1 January 2009 Charge for the year Revaluation Exchange differences At 31 December 2009 Net carrying amount At cost At valuation At 31 December 2009 115 115 1,681 13,187 14,868 130 130 1,681 13,432 15,113 1,501 285 (1,396) (1) 389 22 5 (27) 1,523 290 (1,423) (1) 389
Annual Report 2009
48

31 DECEMBER 2009
* Land and buildings Condominium and shop ofces RM000
Freehold land RM000 At 31 December 2008 Cost or valuation At 1 January 2008 At cost At valuation
Factory buildings RM000
Total RM000
65 65 65
122 14,132 14,254 1,319 172 15,745
250 250 250
122 14,447 14,569 1,319 172 16,060
Additions Exchange differences At 31 December 2008 Representing: At cost At valuation
65 65
1,428 14,317 15,745
250 250
1,428 14,632 16,060
Accumulated depreciation At 1 January 2008 Charge for the year Exchange differences At 31 December 2008 Net carrying amount At cost At valuation At 31 December 2008 65 65 1,414 12,830 14,244 228 228 1,414 13,123 14,537 1,152 315 34 1,501 17 5 22 1,169 320 34 1,523
49
Annual Report 2009

31 DECEMBER 2009
11. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
(a) Other assets consist of motor vehicles, ofce equipment, furniture and ttings, electrical installation, air conditioners and signboard. Net carrying amount of property, plant and equipment held under hire purchase arrangements are as follows: Group 2009 RM000 Motor vehicles 97 2008 RM000 189
(b)
(c)
The net carrying amounts of property, plant and equipment pledged to nancial institutions for bank borrowings as referred to in Note 21 are as follows: Group 2009 RM000 Buildings Plant and machinery Others 11,965 1,232 426 13,623 2008 RM000 11,668 1,992 609 14,269
(d)
Land and buildings owned by subsidiaries were revalued during current year by JS Valuers Property Consultants (Melaka) Sdn. Bhd., an independent professional valuers. Fair value is determined by reference to open market values. As at 31 December 2009, had the revalued land and buildings of the Group been carried under the cost model, the carrying amount would have been RM7,340,000 (2008: RM7,513,000).
(e)
The carrying amount of temporarily idle equipment of the Group amounted to RM470,000 (2008: RM683,000).
12. BIOLOGICAL ASSETS

Group 2009 RM000 At cost less amortisation At 1 January Additions Amortisation for the year Exchange differences At 31 December Biological asset represent oil palm trees. 2008 RM000
10,442 (825) 1,570 11,187
7,732 4,072 (606) (756) 10,442
Annual Report 2009
50

31 DECEMBER 2009
13. INVESTMENT PROPERTIES
Group 2009 RM000 At 1 January Fair value adjustment At 31 December 3,700 400 4,100 2008 RM000 3,663 37 3,700
Investment properties with carrying value of RM3,500,000 (2008: RM3,130,000) are charged as securities for borrowings as referred to in Note 21. The following investment properties are held under lease terms: 2009 RM000 Leasehold land 350 2008 RM000 320
14. PREPAID LAND LEASE PAYMENTS

Group 2009 RM000 At 1 January Additions Amortisation for the year Exchange differences At 31 December 9,323 (113) 29 9,239 2008 RM000 9,221 65 (110) 147 9,323
Leasehold land with carrying value of RM7,281,000 (2008: RM7,358,000) are charged as securities for borrowings as referred to in Note 21.
15. GOODWILL
Group 2009 RM000 Goodwill 696 2008 RM000 1,326
51
Annual Report 2009

31 DECEMBER 2009
15. GOODWILL (CONTD)
Impairment tests for goodwill Goodwill has been allocated to the Groups CGUs identied according to the subsidiary, which is Foundry Engineering Corporation Sdn. Bhd. Key assumptions used in value-in-use calculations The recoverable amount of a CGU is determined based on value-in-use calculations using cash ow projections based on nancial budgets approved by management covering a ve-year period. The key assumptions used for value-in-use calculations are: Gross margin 2009 2008 (%) (%) Foundry Engineering Corporation Sdn. Bhd. Growth rate margin 2009 2008 (%) (%) Discount rate 2009 2008 (%) (%)
19
14
18
23
The following describes each key assumption on which management has based its cash ow projections to undertake impairment testing of goodwill: (i) Budgeted gross margin The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budgeted year, increased for expected efciency improvements and after considering current economic conditions. (ii) Discount rate
The discount rates used are pre-tax and reect cost of borrowing of the subsidiary. The Group believes that any reasonably possible change in the above key assumptions applied are not likely to materially cause recoverable amounts to be lower than their carrying amount.
16. INVESTMENT IN SUBSIDIARIES

Company 2009 RM000 Unquoted shares, at cost 22,059 2008 RM000 22,059
Annual Report 2009
52

31 DECEMBER 2009
16. INVESTMENT IN SUBSIDIARIES (CONTD)
(a) Details of the subsidiaries are as follows : Name of companies Country of incorporation Proportion of Ownership Interest (%) 2009 2008
Principal activities
Golsta Sdn. Bhd. (GSB)
Malaysia
100
100
Design, fabrication and installation of industrial plant and process engineering and related components
Subsidiaries of GSB Foundry Engineering Corporation Sdn. Bhd. Malaysia 100 100 Design, fabrication and construction of plant equipment for food manufacturing and related industrial products Engineering consultancy, project management and related maintenance services Advanced technology development, project advisory and related engineering works Investment holding and provision of management services
Golsta Resources Sdn. Bhd. *
Malaysia
100
100
GEMSIA Sdn. Bhd. *
Malaysia
51
51
Melian Rubber Industries Limited (Melian) * # Hyoxen Sdn. Bhd. *
Hong Kong
100
100
Malaysia
100
100
Gases machineries fabrication and trading in gases and gases related products Investment holding and plantation
Gothic Assets Sdn. Bhd. (Gothic) * Subsidiary of Melian Yangpu Fushen Rubber Industrial Co. Ltd. * Subsidiary of Gothic PT. Bakti Tani Nusantara * #
Malaysia
100
100
The Peoples Republic of China
100
100
Rubber processing and trading of rubber related products
Indonesia
70
70
Cultivation and marketing of oil palm seeds and seedlings
Audited by rms other than Ernst & Young. The auditors report of the nancial statements of Melian emphasised that Melian incurred a net loss of HK$47,472 (approximately RM21,000) during the year ended 31 December 2009 and, as of that date, Melians total liabilities exceeded its total assets by HK$5,463,041 (approximately RM2,416,000). Melian had a deciency in total equity as at 31 December 2009 and its continuance in business as a going concern is dependent upon the company maintaining future protable operations and the continuing nancial support from its ultimate holding company.
53
Annual Report 2009

31 DECEMBER 2009
17. INVENTORIES
Group 2009 RM000 Cost Raw materials Work-in-progress Finished goods Nursery inventories Others 2008 RM000
981 4,948 684 3,941 47 10,601
1,239 5,111 1,503 3,218 21 11,092
18. TRADE RECEIVABLES

Group 2009 RM000 Trade receivables Provision for doubtful debts 17,547 (4,256) 13,291 2008 RM000 19,305 (5,060) 14,245
The Groups trading terms with its customers are mainly on credit. The credit period is generally for a period of three month, extending up to ve months for major customers. Other credit terms are assessed and approved on a case-by-case basis. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by senior management. The Group has no signicant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors except for amounts due from three debtors (2008: one debtor) who accounted for 32% (2008: 16%) of total net trade receivables as at the balance sheet date.
19. OTHER RECEIVABLES

Group 2009 RM000 Due from subsidiaries Other receivables Deposit paid for acquisition of prepaid land lease payments Deposits and prepayments 2,889 249 326 3,464 (469) 2,995 2008 RM000 2,616 215 211 3,042 (469) 2,573 2009 RM000 37,938 1 37,939 (4,981) 32,958 Company 2008 RM000 35,411 1 35,412 (4,997) 30,415
Less : Provision for doubtful debts
The amount due from subsidiaries is unsecured, non-interest bearing, repayable on demand and to be settled in cash. The Group has no signicant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors except for amounts due from four debtors (2008: three debtors) who accounted for 56% (2008: 60%) of total net other receivables as at the balance sheet date.
Annual Report 2009
54

31 DECEMBER 2009
20. CASH AND CASH EQUIVALENTS
Group 2009 RM000 Cash on hand and at banks Deposits with licensed banks 2,244 45 2,289 2008 RM000 1,095 1,511 2,606 2009 RM000 Company 2008 RM000 4 4
Included in the deposits with licensed banks of the Group is an amount of RM45,000 (2008: RM44,000) which is registered in the name of directors, in trust on behalf of a subsidiary, and is pledged to a bank for bank guarantee facility granted to that subsidiary. The weighted average effective interest rates during the nancial year and the average maturities of deposits with the licensed banks at the balance sheet date were 3.70% (2008: 4.54%) and 365 days (2008: 127 days) respectively. For the purpose of the cash ow statements, cash and cash equivalents comprise the following as at the balance sheet date: Group 2009 RM000 Cash and bank balances Bank overdrafts (Note 21) Total cash and cash equivalents 2,289 (7,282) (4,993) 2008 RM000 2,606 (6,606) (4,000) 2009 RM000 Company 2008 RM000 4 4
21. BORROWINGS
Group 2009 RM000 Short term borrowings Secured : Bank overdrafts (Note 20) Revolving credit Bankers acceptances Term loan Hire purchase payables (Note 22) 2008 RM000
7,282 1,000 3,102 415 75 11,874
6,606 3,000 5,007 93 14,706
Long term borrowings Secured: Term loan Hire purchase payables (Note 22)
638 638
89 89
Total borrowings Bank overdrafts Revolving credit Bankers acceptance Term loan Hire purchase payables 7,282 1,000 3,102 1,053 75 12,512 6,606 3,000 5,007 182 14,795
55
Annual Report 2009

31 DECEMBER 2009
21. BORROWINGS (CONTD)
Group 2009 RM000 Maturity of borrowings (excluding hire purchase payables) Not later than one year Not later than 1 year and not later than 2 years Not later than 2 years and not later than 5 years 2008 RM000
11,799 447 191 12,437
14,613 14,613
The weighted average effective interest rates at the balance sheet date for short term borrowings were as follows: Group 2009 % Bank overdrafts Revolving credit Bankers acceptances Term loan 7.50 8.90 4.07 7.50 2008 % 8.30 6.28 3.78 -
The borrowings of the Group are guaranteed by the Company and secured over certain assets of the Group as disclosed in Note 11, Note 13, Note 14 and Note 20.
22. HIRE PURCHASE AND FINANCE LEASE LIABILITIES

Group 2009 RM000 Future minimum lease payments: Not later than 1 year Later than 1 year and not later than 2 years Total future minimum lease payments Less : Future nance charges Present value of nance least liabilities Analysis of present value of nance lease liabilities: Not later than 1 year Later than 1 year and not later than 2 years 2008 RM000
76 76 (1) 75
110 76 186 (4) 182
75 75 (75) -
93 89 182 (93) 89
Less: Amount due within 12 months (Note 21) Amount due after 12 months (Note 21)
The hire purchase bore interest at the balance sheet date of between 5.34% to 6.75% (2008: 5.34% to 6.75%) per annum.
23. TRADE PAYABLES

Trade payables are non-interest bearing and the normal trade credit term granted to the Group ranges from one month to four months.
Annual Report 2009
56

31 DECEMBER 2009
24. OTHER PAYABLES
Group 2009 RM000 Due to subsidiaries Due to suppliers of property, plant and equipment Accruals Sundry payables 1,072 1,953 3,025 2008 RM000 687 710 2,039 3,436 2009 RM000 5,081 21 5,102 Company 2008 RM000 4,621 16 4,637
The amount due to subsidiaries is unsecured, interest free and with no xed terms of repayment.
25. DEFERRED TAX

Group 2009 RM000 At 1 January Recognised in the income statements (Note 9) Recognised in the equity At 31 December Presented after appropriate offsetting as follows: Deferred tax assets Deferred tax liabilities 1,641 518 170 2,329 2008 RM000 2,715 (1,059) (15) 1,641
(449) 2,778 2,329
(1,091) 2,732 1,641
The components and movements of deferred tax liabilities and assets during the nancial year prior to offsetting are as follow: Deferred Tax Liabilities of the Group: Property, plant and equipment RM000 At 1 January 2008 Recognised in the income statements Recognised in the equity At 31 December 2008 Recognised in the income statements Recognised in the equity At 31 December 2009 3,013 (266) (15) 2,732 (124) 170 2,778
57
Annual Report 2009

31 DECEMBER 2009
25. DEFERRED TAX (C0NTD)
Deferred Tax Assets of the Group: Unabsorbed capital allowance RM000 (132) 109 (23) 23 Unutilised business losses RM000 (130) (47) (177) 111 (66) Unutilised export allowance RM000 (891) (891) 508 (383)
Provisions RM000 At 1 January 2008 Recognised in the income statements At 31 December 2008 Recognised in the income statements At 31 December 2009 (36) 36 -
Total RM000 (298) (793) (1,091) 642 (449)
26. SHARE CAPITAL AND SHARE PREMIUM

Number of ordinary shares of RM1 each 2009 2008 000 000 Authorised 50,000 50,000
Amount 2009 2008 RM000 RM000 50,000 50,000
Number of ordinary shares of RM1 each Share capital (Issued and fully paid) 000 At 31 December 2008/31 December 2009 42,000 Share capital (Issued and fully paid) RM000 42,000
Amount Total Share capital Share and share premium premium RM000 RM000 11,175 53,175
27. OTHER RESERVES

Foreign exchange reserve RM000
Revaluation reserves RM000 Group At 1 January 2008 Foreign exchange translation Deferred tax recognised in equity At 31 December 2008 Foreign exchange translation Revaluation surplus Deferred tax recognised in equity At 31 December 2009 958 15 973 696 (170) 1,499
Total RM000
234 (464) (230) 212 (18)
1,192 (464) 15 743 212 696 (170) 1,481
Annual Report 2009
58

31 DECEMBER 2009
27. OTHER RESERVES (CONTD)
(a) Revaluation reserves The asset revaluation reserve is used to record increases in the fair value of land and buildings and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in equity. (b) Foreign exchange reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the nancial statements of foreign operations whose functional currencies are different from that of the Groups presentation currency. It is also used to record the exchange differences arising from monetary items which form part of the Groups net investment in foreign operations, where the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation.
28. CONTINGENT LIABILITIES - UNSECURED

Company 2009 RM000 Corporate guarantee issued to nancial institutions for credit facilities utilised by a subsidiary 2008 RM000
9,130
11,703
29. CAPITAL COMMITMENTS

Group 2009 RM000 Approved and contracted for : Prepaid land lease payments 2008 RM000
98
85
30. RELATED PARTY DISCLOSURES

(a) Transactions with related parties In addition to the transactions detailed elsewhere in the nancial statements, the Company had the following transactions with related parties during the nancial year: 2009 RM000 Group Subcontract charges by corporations connected with a director Payment to corporations connected with a director Company Received from a subsidiary: - Management fees - Dividend income Transfer of fund from subsidiaries Transfer of fund to subsidiaries Payment on behalf by subsidiaries Payment on behalf to subsidiaries 1,083 1,931 2,037 1,704 2008 RM000
78 450 2,245 493 736 -
78 450 8,888 1,175 1,557 315
The directors are of the opinion that the above transactions have been entered into in the normal course of business and have been established on negotiated and mutually agreed terms.
59
Annual Report 2009

31 DECEMBER 2009
30. RELATED PARTY DISCLOSURES (CONTD)
(b) Compensation of key management personnel The remuneration of executive directors during the year are disclosed in Note 8.
31. SEGMENTAL INFORMATION

(a) Primary reporting segment - Geographical segments The Group operates in two principal geographical areas of the world and is principally involved in the design, fabrication, installation of industrial machine, rubber processing, trading of rubber related products and cultivation and marketing of oil palm seeds and seedlings. 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 negotiated and mutually agreed basis. Peoples Republic of China RM000
Malaysia RM000 31 December 2009 Revenues External sales Inter-segment sales Total revenue Results Operating prot/ (loss) Finance costs Prot before tax Income tax expense Prot for the year
Indonesia RM000
Hong Kong RM000
Eliminations RM000
Group RM000
19,632 2,763 22,395
4,478 4,478
(2,763) (2,763)
24,110 24,110
4,138
76
(255)
(22)
3,937 (785) 3,152 (647) 2,505
Annual Report 2009
60

31 DECEMBER 2009
31. SEGMENTAL INFORMATION (CONTD)
(a) Primary reporting segment - Geographical segments (contd) Peoples Republic of China RM000
Malaysia RM000 Assets Segment assets Goodwill arising from consolidation Consolidated total assets Liabilities Segment liabilities Consolidated total liabilities Other segment information Capital expenditure Depreciation Amortisation of prepaid land lease payments Amortisation of biological assets Non-cash expenses other than depreciation and amortisation 31 December 2008 Revenues External sales Inter-segment sales Total revenue
Indonesia RM000
Hong Kong RM000
Eliminations RM000
Group RM000
48,918
18,699
6,262
73,881 696
74,577
20,228
1,162
65
11
21,466
21,466
12 1,290
270 80
13 32
295 1,402
77 -
6 825
30 -
113 825
166
166
29,933 5,954 35,887
3,804 3,804
258 258
(5,954) (5,954)
33,995 33,995
61
Annual Report 2009

31 DECEMBER 2009
(a) Primary reporting segment - Geographical segments (contd) Peoples Republic of China RM000
Malaysia RM000 Results Operating loss Finance costs Loss before tax Income tax expense Loss for the year Assets Segment assets Goodwill arising from consolidation Consolidated total assets Liabilities Segment liabilities Consolidated total liabilities Other segment information Capital expenditure Depreciation Amortisation of prepaid land lease Amortisation of biological assets Non-cash expenses other than depreciation and amortisation
Indonesia RM000
Hong Kong RM000
Eliminations RM000
Group RM000
(1,137)
(155)
(587)
(23)
(1,902) (977) (2,879) 1,087 (1,792)
50,225
17,220
7,003
74,450 1,326
75,776
23,640
2,187
69
12
25,908
25,908
91 1,623 77 -
5,781 30 5 606
15 337 28 -
5,887 1,990 110 606
1,004
1,004
Annual Report 2009
62

31 DECEMBER 2009
(b) Secondary reporting segment - Business segments The Group is organised into two major signicant business segments: (i) (ii) Industrial machine - design, fabrication, installation of industrial machine. Seeds and seedlings - cultivation and marketing of oil palm seeds and seedlings
(iii) Others - investment holding and provision for management services, rubber processing and trading of rubber related products. Industrial machine RM000 31 December 2009 Revenues External sales Inter-segment sales Total revenue Results Operating prot Finance costs Prot before tax Income tax expense Prot for the year Assets Segment assets Goodwill arising from consolidation Consolidated total assets Liabilities Segment liabilities Consolidated total liabilities Other segment information Capital expenditure Depreciation Amortisation of prepaid land lease Amortisation of biological assets Non-cash expenses other than depreciation and amortisation Seeds and seedlings RM000
Others RM000
Eliminations RM000
Group RM000
19,632 2,235 21,867
4,478 4,478
528 528
(2,763) (2,763)
24,110 24,110
2,608
76
1,253
3,937 (785) 3,152 (647) 2,505
36,879
18,699
18,303
73,881 696 74,577
20,204
1,162
100
21,466 21,466
12 1,287 77 -
270 80 6 825
13 35 30 -
295 1,402 113 825
166
166
63
Annual Report 2009

31 DECEMBER 2009
(b) Secondary reporting segment - Business segments (contd) Industrial machine RM000 31 December 2008 Revenues External sales Inter-segment sales Total revenue Results Operating prot/(loss) Finance costs Loss before tax Income tax expense Loss for the year Assets Segment assets Goodwill arising from consolidation Consolidated total assets Liabilities Segment liabilities Consolidated total liabilities Other segment information Capital expenditure Depreciation Amortisation of prepaid land lease Amortisation of biological assets Non-cash expenses other than depreciation and amortisation Seeds and seedlings RM000
Others RM000
Eliminations RM000
Group RM000
29,933 5,426 35,359
3,804 3,804
258 528 786
(5,954) (5,954)
33,995 33,995
849
(155)
(2,596)
(1,902) (977) (2,879) 1,087 (1,792)
49,867
17,220
7,363
74,450 1,326 75,776
23,622
2,187
99
25,908 25,908
91 1,623 77 -
5,781 30 5 606
15 337 28 -
5,887 1,990 110 606
1,004
1,004
Annual Report 2009
64

31 DECEMBER 2009
32. FINANCIAL INSTRUMENTS
(a) Financial risk management objectives and policies The Groups nancial risk management policy seeks to ensure that adequate nancial resources are available for the development of the Groups businesses whilst managing its interest rate, foreign exchange, liquidity and credit risks. The Board reviews and agrees policies for managing each of these risks and they are summarised below. It is, and has been throughout the year under review, the Groups policy that no trading in derivative nancial instruments shall be undertaken. (b) Interest rate risk Cash ow interest rate risk is the risk that the future cash ows of a nancial instrument will uctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a nancial instrument will uctuate due to changes in market interest rates. As the Group has no signicant interest-bearing nancial assets, the Groups income and operating cash ows are substantially independent of changes in market interest rates. The Groups interest-bearing nancial assets are mainly short term in nature and have been mostly places in xed deposits. The Groups interest rate risk arises primarily from interest-bearing borrowings. Borrowings at oating rates expose the Group to cash ow interest rate risk. Borrowings obtained at xed rates expose the Group to fair value interest rate risk. The Group manages its interest rate exposure by maintaining a mix of xed and oating rate borrowings. (c) Foreign exchange risk The Group is exposed to transactional currency risk primarily through sales and purchases that are denominated in a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily Singapore Dollars, Euro and United States Dollars. Foreign currency denominated assets and liabilities together with expected cash ows from highly probable purchases and sales give rise to foreign exchange exposures. Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level. The net unhedged nancial assets and nancial liabilities of the Group that are not denominated in their functional currencies are as follows: Net nancial assets held in Non-functional currency United States Euro Dollars RM000 RM000
Functional currency of group companies At 31 December 2009 Ringgit Malaysia At 31 December 2008 Ringgit Malaysia
Singapore Dollars RM000
Total RM000
434
1,595
2,467
4,496
535
3,717
3,530
7,782
(d) Liquidity risk The Group actively manages its debt maturity prole, operating cash ows and the availability of funding so as to ensure that all renancing, repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufcient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities of a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from both capital markets and nancial institutions and balances its portfolio with some short term funding so as to achieve overall cost effectiveness.
65
Annual Report 2009

31 DECEMBER 2009
32. FINANCIAL INSTRUMENTS (CONTD)
(e) Credit risk Credit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Groups associations to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting procedures. The Group does not have any signicant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any nancial instruments other as disclosed in Notes 18. (f) Fair values It is not practical to estimate the fair values of the Companys investment in subsidiaries due to lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. The fair value of long term borrowings approximate their book values as these borrowings are pegged to and vary with the prevailing market rates. There are no material differences between the book values and the fair values of the Groups other nancial assets and liabilities.
Annual Report 2009
66
PARTICULARS OF PROPERTIES
Tenure Approximate Age Of Building Leasehold land 99 years, expiring on 14/08/2096 / Building 15 years old Land area/ Gross Built-up Area (sq-m) 4,734 / 3,312.18 Net Book Value RM000 2,400 Date of Acquisition/ Revaluation 11/02/2010
Location Lot PT No. 4914, (Old Lot No. 4310) Mukim of Cheng, Melaka
Existing Use/ Description - Industrial A block of singlestorey factory building together with four-storey ofce block annexe and a TNB sub-station - Industrial A block of large single-storey factory building, a four-storey ofce block, a canteen, a guard house, a locker room, a switch room, a toilet block and a TNB sub-station - Commercial cum Residential A Plot of vacant commercial cum residential development land
Lot PT Nos. 4224 and 4225, Mukim Of Cheng, Melaka
Leasehold land 99 years, expiring on 14/08/2096 / Building 10 years old
36,878 / 13,241.93
16,000
28/01/2010
Lot.No. 23, (New Lot No. 1012) Pekan Paya Rumput, Melaka
Freehold
19,599.09
2,100
11/02/2010
Plot 2-48 and 2-49, (New Lot No.16227 and 16226) Mukim of Bukit Katil, Melaka Parcel No.KP-10-03 (B4), 10th Floor, Riviera Bay Resort Condominiums on parent Lot PT No. 37, Pekan Tanjung Kling, Seksyen III, Melaka
Leasehold land 99 years, expiring on 5/12/2090
- Residential Two adjoining plots of vacant bungalow land - Residential A 2-bedroom condominium situated on Level 10 of a 8-13 storey condominium block
1,975
350
11/02/2010
118.17
130
09/02/2010
67
Annual Report 2009
PARTICULARS OF PROPERTIES (CONTD)

Tenure Approximate Age Of Building Freehold / Building 12 years old Land area/ Gross Built-up Area (sq-m) 131 Net Book Value RM000 250 Date of Acquisition/ Revaluation 12/02/2010
Location Petak No. 197, Tingkat No. 11, Bangunan No. M2, Condominium Permata Idaman, Stat No. 233, Pekan Klebang Seksyen I, District of Melaka Tengah, Melaka Lot PT No.512, Mukim of Tanjung Minyak, Melaka
Existing Use/ Description - Residential A 3-bedroom condominium on 11th Floor of a 30 storey condominium block
- Industrial A block of single-storey factory building together with a double storey ofce block annexe and a guard house - Residential An intermidiate double storey terrace house - Industrial A block of singlestorey factory building and ofce building, a toilet block, a treatment pond, an electrical room and a MCCB board system weight-bridge station - Industrial A block of Double-storey factory building - Residential An Intermediate double storey terrace house
9,746 / 5,753.58
3,800
12/02/2010
Lot No.3198 (PT Lama No.2201), Mukim Of Balai Panjang, Melaka D12-W1 & D12-W-2 Yangpu Industrial Development area, Hainan, Peopless Republic of China
Freehold / Building 14 years old
111 / 162.57
180
09/02/2011
20,000 / 2,874
1,477
28/06/2001
Jl. Engku Putri Kawasan Industri Tunas Type 6-G Batam Centre
Leasehold land 30 years, building 1, 5 years old
769/ 936
134
02/07/2008
Villa Panbil Blok I No. 6, Muka Kuning, Batam
Leasehold land 30 years, expiring on 23-11-2028/ building 1,5 years old
209/ 299
72
23/09/2008
Annual Report 2009
68
ANALYSIS OF SHAREHOLDINGS
AS AT 30 APRIL 2010
Authorised Share Capital : RM50,000,000 Issued and Paid-up Share Capital : RM42,000,000 Type of shares : Ordinary shares of RM1.00 each
DISTRIBUTION OF SHAREHOLDERS
Range Less than 100 100 1,000 1,001 10,000 10,001 100,000 100,001 to less than 5% of issued shares 5% and above of issued shares Total No. of Shareholders 1 822 590 164 36 1 1,614 % 0.06 50.93 36.56 10.16 2.23 0.06 100.00 No. of Shares 10 813,700 2,427,190 5,115,300 14,952,800 18,691,000 42,000,000 % 0.00 1.94 5.78 12.18 35.60 44.50 100.00
SUBSTANTIAL SHAREHOLDERS
Direct Name GS Capital Sdn. Bhd. (357078-M) Teng Swee Eng Liow Teck Eng Dai Kuang Yen No. of shares 18,691,000 538,000 518,000 515,000 % 44.50 1.28 1.23 1.23 Indirect No. of shares 19,170,700 18,718,000 18,691,000 % 45.60 44.60 44.50
(1) (2) (1) (3) (1)
Notes : (1) Deemed interested of 18,691,000 shares by virtue of Section 6A of the Companies Act, 1965 through shareholdings in GS Capital Sdn. Bhd. (357078-M)
(2)
Deemed interested of 479,700 shares by virtue of Section 134(12)(c) of the Companies Act, 1965 through his childrens shareholdings in Golsta Synergy Berhad (484964-H) Deemed interested of 27,000 shares by virtue of Section 134(12)(c) of the Companies Act, 1965 through his childs shareholding in Golsta Synergy Berhad (484964-H)
(3)
DIRECTORS SHAREHOLDINGS AS PER REGISTER MAINTAINED UNDER SECTION 134 OF THE COMPANIES ACT, 1965
Direct Name Teng Swee Eng Liow Teck Eng Dai Kuang Yen Puan Sri Datin Minuira Sabki Ang Kwee Teng Soon Sze Hock Raymond Koh Yew Hock
(Alternate to Puan Sri Datin Minuira Sabki)
Indirect % 1.28 1.23 1.23 0.01 0.03 No. of shares 19,170,700 18,718,000 18,691,000 4,000 (1) (2) (1) (3) (1)
No. of shares 538,000 518,000 515,000 6,000 13,000 -
% 45.60 44.60 44.50 0.01 -
Notes:(1) Deemed interested of 18,691,000 shares by virtue of Section 6A of the Companies Act, 1965 through shareholdings in GS Capital Sdn. Bhd. (357078-M)
(2)
Deemed interested of 479,700 shares by virtue of Section 134(12)(c) of the Companies Act, 1965 through his childrens shareholdings in Golsta Synergy Berhad (484964-H) Deemed interested of 27,000 shares by virtue of Section 134(12)(c) of the Companies Act, 1965 through his childs shareholding in Golsta Synergy Berhad (484964-H)
(3)
69
Annual Report 2009
ANALYSIS OF SHAREHOLDINGS (CONTD)

AS AT 30 APRIL 2010
THIRTY (30) LARGEST SHAREHOLDERS REPORT
No. 1. 2. Name GS Capital Sdn. Bhd. Mayban Securities Nominees (Tempatan) Sdn. Bhd. (284597P)
(Pledged securities account for Lau Hock Lee)
No. of Shares 18,691,000
% 44.50
1,399,000 1,322,000
3.33 3.15
3. 4.
Federvest Sdn Bhd (751609-V) ECML Nominees (Tempatan) Sdn. Bhd. (938-T)
(for Malaysia Oil Renery Sdn. Bhd.)
1,122,000
2.67
5.
ABB Nominee (Tempatan) Sdn. Bhd. (37645-P)

(Pledged securities account for Yeo Peng Suee)
1,000,000 955,700
2.38 2.28
6. 7.
Resonant Achievement Sdn Bhd (751602-M) Mayban Nominees (Tempatan) Sdn Bhd (258939-H)
(Pledged securities account for Ong Kok Thye)
705,500
1.68
8.
ECML Nominees (Tempatan) Sdn. Bhd. (938-T)

(for Mahat Bin Mahamood)
693,000 589,700
1.65 1.40
9. 10.
Jeffery Poon Peh Gim ABB Nominee (Tempatan) Sdn. Bhd. (37645-P)
(Pledged securities account for Liow Teck Eng)
500,000
1.19
11.

(Pledged securities account for Dai Kuang Yen)
500,000
1.19
12.

(Pledged securities account for Teng Swee Eng)
500,000 475,000 405,500 397,500 362,000 352,600
1.19 1.13 0.97 0.95 0.86 0.84
13. 14. 15. 16. 17. 18.
Yong Koy Goh Yoke Choo Tai Hong Lim Su Lee Soon Nee Yeo Teng Boon Joo CIMSEC Nominees (Tempatan) Sdn. Bhd. (265449-P)
(Pledged securities account for Ng Geok Wah)
300,000 300,000 300,000
0.71 0.71 0.71
19. 20.
Yong Shyan Whay Yong Yoke Eng
Annual Report 2009
70
ANALYSIS OF SHAREHOLDINGS (CONTD)

AS AT 30 APRIL 2010
THIRTY (30) LARGEST SHAREHOLDERS REPORT (CONTD)
No. 21. 22. 23. 24. Name Lau Chee Wen Lim Soon Kim Lee Teck Hao EB Nominees (Tempatan) Sendirian Berhad (43785-M)
(Pledged securities account for Lee Yu Yong @ Lee Yuen Ying)
No. of Shares 299,500 268,000 231,000
% 0.71 0.64 0.55
218,400 206,000 198,600
0.52 0.49 0.48
25. 26. 27.
Lim Tau Lih Mustafa Hasan Bin H Qudratullah TA Nominees (Tempatan) Sdn Bhd (268290-H)
(Pledged securities account for Chua Eng Ho Waa @ Chua Eng Wah)
184,800 150,000 139,000 127,100 32,892,900
0.44 0.36 0.33 0.30 78.31
28. 29. 30.
Tan Lee Choo Tew Chat Kau Teng Su Luan Total
71
Annual Report 2009
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FORM OF PROXY
484964-H
No. of shares held I/We (full name in block letters) NRIC No./Passport No./Company No of
(full address) being a member(s) of GOLSTA SYNERGY BERHAD (484964-H) hereby appoint (full name in block letters) NRIC No./Passport No of
(full address) or failing him/her, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Eleventh Annual General Meeting of the Company to be held at 11, Jalan TTC 30, Taman Teknologi Cheng, 75260 Melaka on Monday, 28 June 2010 at 11.00 a.m. and at any adjournment thereof in the manner as indicated below:RESOLUTIONS 1. 2. 3. 4. 5. 6. 7. To receive and adopt the audited nancial statements for the nancial year ended 31 December 2009 and the Reports of the Directors and the Auditors thereon. To re-appoint Puan Sri Datin Minuira Sabki who is retiring in accordance with Section 129(6) of the Companies Act, 1965. To re-elect Mr. Soon Sze Hock who is retiring in accordance with Article 83 of the Companys Articles of Association. To re-elect Mr. Ang Kwee Teng who is retiring in accordance with Article 83 of the Companys Articles of Association. To re-appoint Messrs. Ernst & Young as Auditors of the Company and to authorise the Directors to x their remuneration. To authorise the Directors to allot and issue shares up to 10% of the total share capital of the Company pursuant to Section 132D of the Companies Act, 1965. To empower Directors to enter into arrangements or transactions within the ambit of Section 132E of the Companies Act, 1965. FOR AGAINST
(Please indicate with X in the space provided how you wish your vote to be cast. If no indication is given, the proxy may vote or abstain from voting at his/her discretion) Signed this day of 2010
Signature of shareholder(s)
Notes: 1) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 2) 3) 4) Where a member appoints more than one(1) proxy, the appointment shall be invalid unless he species the proportion of his shareholdings to be represented by each proxy. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal or signed by an ofcer or attorney so authorised. This proxy form must be deposited at the Registered Ofce of the Company at 11, Jalan TTC 30, Taman Teknologi Cheng, 75260 Melaka not less than 48 hours before the time set for holding the meeting or any adjournment thereof.
Annual Report 2009
Fold this ap for sealing
Then fold here
AFFIX STAMP
The Company Secretary
GOLSTA SYNERGY BERHAD (484964-H) 11, Jalan TTC 30 Taman Teknologi Cheng 75260, Melaka
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CONTENTS

Annual Report 2009

Golsta Synergy Berhad

NOTICE OF ELEVENTH ANNUAL GENERAL MEETING

BY ORDER OF THE BOARD

Annual Report 2009

Golsta Synergy Berhad

NOTICE OF ANNUAL GENERAL MEETING (CONTD)

Annual Report 2009

Golsta Synergy Berhad

STATEMENT ACCOMPANYING NOTICE OF ELEVENTH ANNUAL GENERAL MEETING

Annual Report 2009

Golsta Synergy Berhad

PUAN SRI DATIN MINUIRA SABKI Chairperson

3 June 2010 Melaka.

Annual Report 2009

Golsta Synergy Berhad

GOLSTA SDN. BHD.

Incorporated in Hong Kong, SAR

Incorporated in the Peoples Republic Of China (PRC)

FOUNDRYENGINEERING CORPORATION SDN. BHD.

GOLSTA RESOURCES SDN. BHD.

Engineering consultancy, project management and related maintenance services

GOTHIC ASSETS SDN. BHD. 100%

Investment holding, plantation and provision of management services

GEMSIA SDN. BHD.

Advanced technology development, project advisory and related engineering works

HYOXEN SDN. BHD. 100%

Conversion of organic waste to renewable fuel gas and electrical energy

Annual Report 2009

Golsta Synergy Berhad

75350 Melaka Tel Fax : 06-3362 399 : 06-3362 899

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

Annual Report 2009

Golsta Synergy Berhad

Annual Report 2009

Golsta Synergy Berhad

DIRECTORS PROFILE (CONTD)

Annual Report 2009

Golsta Synergy Berhad

AUDIT COMMITTEE REPORT

Annual Report 2009

Golsta Synergy Berhad

AUDIT COMMITTEE REPORT (CONTD)

Annual Report 2009

Golsta Synergy Berhad

AUDIT COMMITTEE REPORT (CONTD)

Annual Report 2009

Golsta Synergy Berhad

Annual Report 2009

Golsta Synergy Berhad

CORPORATE GOVERNANCE (CONTD)

Fees RM000 Executive Directors Non-Executive Directors 135 -

Total RM000 884 38

Annual Report 2009

Golsta Synergy Berhad

CORPORATE GOVERNANCE (CONTD)

CORPORATE SOCIAL RESPONSIBILITY

STATEMENT ON INTERNAL CONTROLS

KEY ELEMENTS OF INTERNAL CONTROL

Annual Report 2009

Golsta Synergy Berhad