contents - I3investor

G e a r i n g U p f o r a B r i g h t e r Y e a r

2 CorporateProfile

3 Corporate Information

4 Corporate Structure

6 BoardofDirectors’Profile

9 Management Committee

10 Report of The Audit Committee

15 Statement on Corporate Governance

24 AdditionalCompliance Statement

27 StatementonInternalControl

29 Group5-YearFinancial Highlights

30 Group Executive Chairman’s Statement / Penyata Pengerusi Eksekutif Kumpulan

34 Operations Review / Tinjauan Operasi

44 Group Corporate Responsibility

46 AnalysisofShareholdings

49 FinancialStatements

201 List of Properties

207 NoticeofAnnual GeneralMeeting

212 StatementAccompanying NoticeofAnnualGeneral Meeting FormofProxy

CONTENTS

CorporateProfile

Themanufacturingdivisionmeanwhileproduces precast concrete products for infrastructureandbuildingsandoneofthekeyplayersinIndustrialisedBuildingSystems(IBS).

Therealestate&propertydevelopmentdivision’s flagship project involvesthe 742-acre integrated township TamanTasik Utama inAyer Keroh,Melaka. Modal Ehsan, meanwhile,isthedeveloperofthe160-acreTamanSuterainKajang.TheGroup’sfirst proposed high-end residentialprojectislocatedinthewellsought-afterBangsarneighbourhood.Theinvestment property arm, meanwhile,owns and manages Bangunan ShellinKualaLumpur.TheGroupisalso involved insolidwastemanagement for the northern region via50%-ownedunit,E-IdamanSdnBhd. Abroad, MTDC has a presence incountries including Australia,Indonesia, India,SaudiArabia,SriLanka,Thailand,thePhilippinesandUnitedArabEmirates.

2 M T D C A P I T A L B H D A n n u a l R e p o r t 2 0 0 9

MTDCapitalBhd(MTDC)isaninvestmentholdingcompanywithinterestincivilengineeringandconstruction,infrastructuredevelopment, property development and manufacturing ofconstructionrelatedmaterials.

MTDC was listed on the Second Board of Bursa MalaysiaSecuritiesBerhadon27January1994,andwassubsequentlytransferred to theMainBoard inDecember1998.Throughacapitalrepaymentexercise,MTDInfraPerdanaBhd(MTDInfra)andMetacorpBhdweredelistedfromBursaMalaysiaeffectivelyinJanuaryandApril2009,respectively.

MTDC’s tollway division manages the concession for theKualaLumpur-KarakHighway(KLK)anditsextension,theEastCoastExpresswayPhase1(ECE1).KLKconvenientlyconnectscommutersbetweenKlangValleyandKarakTownwhileECE1 joinsKarak to Jabor.UponthecompletionofECEPhase2,theECEwillofferaseamlessconnectionbetweenKlangValleyandTerengganu.TheGroupalsoholdstheconcessionfortheEast-West Link Expressway and the Kuala Lumpur-SerembanExpressway, which connects commuters in the KlangValleysouthwardsintoNegriSembilan.TheGroupisalsoashareholderofTouch‘NGoSdnBhd(previouslyknownasRangkaianSegarSdnBhd),thesoleoperatorofElectronicTollCollection(ETC)forallexpresswaysinthecountry.

The engineering & construction division has an extensiveexperience and track record in the construction on mountain roads,highways,bridges,buildinggeotechnicalworks,erosioncontrol and highwaymaintenance. It is also involved in themanufacturing of precast concrete products for infrastructure andbuildings.

BOARD OF DIRECTORS

GROUPEXECUTIVECHAIRMANDato’Dr.NikHussainbinAbdulRahman

PRESIDENT&CHIEFEXECUTIVEOFFICERDato’AzmilKhalilibinDato’Khalid

SENIORINDEPENDENTNON-EXECUTIVEDIRECTORDato’ Yu Wen Chieh

INDEPENDENTNON-EXECUTIVEDIRECTORNikDinbinNikSulaimanMohd Pauzi bin Ab HamidShaik Mohamed bin Mohd Sahed

NON-INDEPENDENTNON-EXECUTIVEDIRECTORNikFaizulbinDato’NikHussain

AUDIT COMMITTEEDato’YuWenChieh,ChairmanNikDinbinNikSulaimanMohd Pauzi bin Ab Hamid

REMUNERATION COMMITTEEShaikMohamedbinMohdSahed,ChairmanDato’Dr.NikHussainbinAbdulRahmanDato’ Yu Wen Chieh

NOMINATION COMMITTEEDato’YuWenChieh,ChairmanMohd Pauzi bin Ab HamidNikFaizulbinDato’NikHussain

COMPANY SECRETARIESChanBeeKuanCheong Wei Ling

REGISTERED OFFICE1,JalanBatuCaves68100 Batu CavesSelangorDarulEhsanTel :603-61951111Fax :603-61880101Website :www.mtdgrp.com

SHARE REGISTRARSymphonyShareRegistrarsSdnBhdLevel26,MenaraMulti-PurposeCapitalSquareNo.8,JalanMunshiAbdullah50100KualaLumpurTel :603-27212222Fax :603-27212530

AUDITORSErnst&YoungChartered AccountantsLevel23A,MenaraMileniumJalanDamanlelaPusat Bandar Damansara50490KualaLumpur

SOLICITORSLeeHishammuddinAllen&Gledhill

PRINCIPAL BANKERSCIMB Bank BerhadCIMB Investment Bank BerhadMalayanBankingBerhad

STOCK EXCHANGE LISTINGMainMarket,BursaMalaysiaSecurities BerhadStockName:MTDStockCode:9032

Corporate Information

3M T D C A P I T A L B H D A n n u a l R e p o r t 2 0 0 9

100% - MTD Prime Sdn Bhd

100% - Metramac Corporation Sdn Bhd

4

Corporate Structureasat24July2009

M T D C A P I T A L B H D A n n u a l R e p o r t 2 0 0 9

ENGINEERING & MANUFACTURING INFRASTRUCTURE

100% MTD INFRAPERDANA BHD50.8% MTD ACPI ENGINEERING BERHAD*

100% - MTD Construction Sdn Bhd

60% - MTD Construction (Philippines), Inc.

40% - Intraxis Engineering Sdn Bhd

100% - Persys Engineering Sdn Bhd

100% - ACP Technologies Sdn Bhd

100% - ASC Engineering Sdn Bhd

100% - ACPI Holding Limited#

100% - ASCE Construction Limited#

100% - ASC Engineering Sdn Bhd Ltd#

100% - ACPI Engineering Sdn Bhd

51% - ACP (Tracks) Sdn Bhd

100% - Associated Concrete Products (Malaysia) Sdn Bhd

100% - ACP Marketing Sdn Bhd

100% - Precast Solution Sdn Bhd

49% - Associated Concrete Products (Sabah) Sdn Bhd

100% - Associated Structural Concrete Sdn Bhd

100% - ASC Tiles Sdn Bhd

100% - Persys Sdn Bhd

100% - Acentis Engineering Sdn Bhd

100% - C&G Fabricators Sdn Bhd

100% - Universal Building Products Sdn Bhd

100% - ACP-DMT Sdn Bhd

100% - Gandaan Unik Sdn Bhd

49% - Modal Ehsan Sdn Bhd

100% - Makin Permata Sdn Bhd

90% PT MTD CTP Expressway

100% MTD Bahrain Holding Company W.L.L.

100% International MTDCAP (Mauritius) Limited

65% MTD Expressway Investment Limited

29.1% CIDB Inventures Sdn Bhd

PANTONE 275 UC60 M60 K60

PANTONE COLOUR PROCESS COLOUR

PANTONE 336 UC95 M50 Y60

PANTONE 117 UM30 Y80 K30

PANTONE 2745 UC90 M100 K20

100% - MTD Manila Expressways, Inc.

80% - South Luzon Tollway Corporation

30% - Manila Toll Expressway Systems, Inc.

100% - MTD Project Management Consultants (Philippines), Inc.

40% - MTD Construction (Philippines), Inc.

11% - Swarna Tollway Private Limited

38.1% - IWM Constructions Private Limited

30% - Swarna Tollway Private Limited

5

CorporateStructure(contd.)


PROPERTY

100% METACORP BERHAD

100% MTD Properties Sdn Bhd (Formerly known as Eternal Returns Sdn Bhd)

OTHERS

90.8% MTD WALKERS PLC^

80% Northern Power Company (Private) Limited

100% MTD Project Management Services Sdn Bhd

100% MTD Equity Sdn Bhd

100% - Metacorp Australia Pty Ltd

50% - Whitsundays Hermitage Pty Ltd

100% - Metaurus Sdn Bhd

100% - Metacorp Properties Sdn Bhd

100% - Metacorp Development Sdn Bhd

100% - Wonderful Haven Sdn Bhd

100% - Exclusive Skycity Sdn Bhd

100% - Landview Tower Sdn Bhd

100% - Metacorp Equity Sdn Bhd

50% - E-Idaman Sdn Bhd

100% - Environment Idaman Sdn Bhd

80% - Dimensi Timal Sdn Bhd

75% - Wincon Development Ceylon (Private) Limited

50% - Sinomast Metacorp (Labuan) Ltd

95% - PT. Cigading International Bulk Terminal

51% - Modal Ehsan Sdn Bhd

100% - Walkers Piling Limited

74.7% - CML-MTD Construction Limited

11% Sime Joint Venture

100% - MTD Construction Ceylon (Private) Limited

100% - MTD Chile S.A.

100% - EL Principal S.A.

27.8% - Touch ‘N Go Sdn Bhd

Notes:Excluding Dormant Companies.* Listed on the Main Market, Bursa Malaysia Securities Berhad.^ Listed on the Colombo Stock Exchange.# Shareholding percentage is based on ordinary share capital only

BoardofDirectors’Profile

DATO’ DR. NIK HUSSAIN BIN ABDUL RAHMAN Group Executive ChairmanNon-Independent Executive Director

AMalaysian,aged73,Dato’Dr.NikHussainwasappointedanExecutiveDirectorofMTDCapitalBhdon16November1993.Dato’Dr.NikHussainisoneofthefoundersandthedrivingforcebehindtheCompany.Dato’Dr.Nik Hussain is the Chairman of the Management Committee and a member oftheRemunerationCommittee.

Dato’Dr.NikHussainholdsaBachelorinDentalSurgeryfromtheUniversityofSingapore.HeservedintheMalaysiancivilserviceasDeputyMinisterofWorksandDeputyMinisterofTelecommunicationsandPostsfrom1976to1984beforeventuringintothecorporatesector.Dato’Dr.NikHussain is the Non-Independent Non-Executive Chairman of MTD ACPI EngineeringBerhad,andalsohelddirectorshipsinotherpubliccompaniesnamely,MTDInfraPerdanaBhdandMetacorpBerhad,botharesubsidiariesofMTDCapitalBhd.Dato’Dr.NikHussainisalsoadirectorofseveralprivatelimitedcompanies.

DATO’ AZMIL KHALILI BIN DATO’ KHALID President&ChiefExecutiveOfficerNon-Independent Executive Director

AMalaysian,aged49,Dato’AzmilwasappointedanExecutiveDirectorofMTDCapitalBhdon1July1996.Dato’AzmilisamemberoftheManagementCommittee.

Dato’AzmilgraduatedwithaBachelorsDegreeinCivilEngineeringandsubsequently with a Masters in Business Administration. He began hiscareer with a United Kingdom company,Tarmac National Constructionanduponhis return toMalaysiaworkedforTrust International InsuranceandCitibankNA.

Dato’Azmil joinedMTDGroupin1993asGeneralManager,CorporatePlanning. In 1996, Dato’Azmil assumed the helm as GroupManagingDirectorofMTDCapitalBhdandwasredesignatedasPresident&ChiefExecutiveOfficer on 1 June 2009. In his capacity as President & ChiefExecutiveOfficer ofMTDCapital Bhd, he concurrently holds the sameposition in MTD ACPI Engineering Berhad and is the Chairman of foreign subsidiariesofMTDCapitalBhdnamely,MTDWalkersPLC,acompanylistedontheColomboStockExchangeintheRepublicofSriLankaandSouthLuzonTollway Corporation, Philippines. Dato’ Azmil held directorshipsinotherpubliccompaniesnamely,MTDInfraPerdanaBhdandMetacorpBerhad,botharesubsidiariesofMTDCapitalBhd.ApartfromMTDGroup,Dato’ Azmil is the Chairman and Independent Non-Executive Director ofDayaMaterialsBerhad.Dato’AzmilisadirectorofTouch’nGoSdnBhd,theelectronic tollcollectionoperator,andEnvironment IdamanSdnBhd,asolidwasteconcessioncompany;andaTrusteeofthePerdanaLeadershipFoundation.Dato’Azmilalsositson theboardofseveralprivate limitedcompanies.


BoardofDirectors’Profile(contd.)


MOHD PAUZI BIN AB HAMIDIndependent Non-Executive Director

AMalaysian, aged56, EncikMohdPauziwas appointed an ExecutiveDirector ofMTDCapitalBhdon16November1993andwasredesignatedasNon-ExecutiveDirectoron1January2004.HeisamemberoftheAuditCommitteeandNominationCommittee.

EncikMohdPauziisaregisteredQuantitySurveyorandaFellowMemberoftheInstituteofSurveyors,Malaysia.HeservedinthePublicWorksDepartmentfrom1976to1984,withhislastpositionbeingSeniorQuantitySurveyor.HeservedMTDCapitalBhdGroupfrom1984to2003,whereheheldvariouspositionswiththelastbeingasanExecutiveDirector.Healsositsontheboardofseveralprivatelimitedcompanies.

DATO’ YU WEN CHIEHSenior Independent Non-Executive Director

AMalaysian,aged72,Dato’Yuwasappointed to theBoardofMTDCapitalBhdon16November 1993 and was redesignated as Senior Independent Non-Executive Director on 22 May2002.Dato’YuisoneofthepioneermembersoftheBoardofMTDCapitalBhd.Heis the Chairman of the Audit Committee and Nomination Committee and a member of the RemunerationCommittee.

Dato’YureceivedhisFellowshipDiplomainCivilEngineeringfromtheRoyalMelbourneInstituteofTechnology in1961, and is amemberof the Instituteof Engineers,MalaysiaandaProfessionalEngineerregisteredwiththeBoardofEngineers,Malaysia.Priortohisretirementin1991,hewastheDirector-GeneralofMalaysianHighwayAuthority.Formerly,Dato’YuwastheSeniorIndependentNon-ExecutiveDirectorofMetacorpBerhad.

SHAIK MOHAMED BIN MOHD SAHEDIndependent Non-Executive Director

AMalaysian,aged56,HajiShaikMohamedwasappointedtotheBoardofMTDCapitalBhdon13November2008.HeistheChairmanofRemunerationCommittee.

HajiShaikMohamedisagraduatewithhonoursinLawfromUniversityofMalayaandwasadmittedasanAdvocateandSolicitorfortheHighCourtinMalayain1978.Hehasawideexperienceinconveyancing(landandproperty),corporatework,bankingandfinanceworkespeciallyinrelationtoinvestmentbanks.HehadservedasaLegalAdvisorinBumiputra-CommerceBankBerhad(nowknownasCIMBBankBerhad),KualaLumpurfrom1977to1980,afterwhichhebecametheLegalAdvisor/CompanySecretaryofPacificBankBerhad.In1982,he joinedMessrsKadir,Tan&Ramli aspartneruntil1987.He thenbecameapartnerinMessrsWanMaricanHamzah&Shaik. In1992,hesetuphisownlegalfirm,MessrsShaikMohamed&Co.Formerly,hewastheIndependentNon-ExecutiveDirectorofMTDInfraPerdanaBhd.

BoardofDirectors’Profile(contd.)

NIK DIN BIN NIK SULAIMANIndependent Non-Executive Director

AMalaysian,aged61,HajiNikDinwasappointedtotheBoardofMTDCapitalBhdon30April2008.HeisamemberoftheAuditCommittee.

HajiNikDinisaFellowmemberoftheAssociationofCharteredCertifiedAccountants(FCCA)andamemberof theMalaysian InstituteofAccountants (MIA),CA(M).Hehasextensiveexperienceinaccounting,auditingandfinance.HeservedinSimeDarbyGroupfrom1992to2004,whereheheldpositionsasGroupChiefInternalAuditManagerandFinanceDirector.HealsoworkedforPrometBerhadfrom1982to1992asFinancialControllerandlaterasFinanceDirector.HeisanIndependentNon-ExecutiveDirectorofMTDACPIEngineeringBerhadandAnglo-EasternPlantationsPlc,whichis listedontheLondonStockExchangeandadirectorofseveralprivate limitedcompanies.Formerly,hewas the IndependentNon-ExecutiveDirectorofMTDInfraPerdanaBhdandMetacorpBerhad,botharesubsidiariesofMTDCapitalBhd.


NIK FAIZUL BIN DATO’ NIK HUSSAINNon-Independent Non-Executive Director

AMalaysian,aged49,EncikNikFaizulwasappointedtotheBoardofMTDCapitalBhdon28January1994.HeisamemberoftheNominationCommittee.

EncikNik Faizul graduatedwith aDiploma inAccountancy fromUiTMandaBachelorofScience(Accounting)fromIndianaStateUniversityin1981and1984respectively.HestartedhiscareerinKenneisonBrothersConstructionSdnBhdbeforejoiningJanasSdnBhd,acompanydealinginoilandgas,asanAccountantandAdministrationManagerin1990.Healsositsontheboardofseveralprivatelimitedcompanies.

Notes:-

Family relationship with Director and/or major shareholders

Dato’ Dr. Nik Hussain bin Abdul Rahman is the father of Nik Faizul bin Dato’ Nik Hussain and father-in-law of Dato’ Azmil Khalili bin Dato’ Khalid. Dato’ Azmil Khalili bin Dato’ Khalid is the brother-in-law of Nik Faizul bin Dato’ Nik Hussain. Dato’ Dr. Nik Hussain bin Abdul Rahman, Dato’ Azmil Khalili bin Dato’ Khalid and Nik Faizul bin Dato’ Nik Hussain are deemed major shareholders of the Company and their interest in the securities of the Company are set out in the Analysis of Shareholdings of this Annual Report.

Saved as disclosed herein, none of the other Directors have any family relationship with any Directors and/or major shareholders of the Company.

Conflict of interest

None of the Directors have any conflict of interest with the Company.

Convicted of offences

None of the Directors have been convicted of any offence within the past ten (10) years other than traffic offences.

Management Committee

Md.RijaluddinbinMohdSallehExecutiveVicePresident,Head,Quality,TechnicalAudit&OverseasConcessions

KeithGeorgeCowlingExecutiveVicePresident,

Head,BusinessDevelopment&Manufacturing

HajiNikFauzibinDato’NikHusseinSeniorVicePresident,

Head,Operations&Maintenance,Tollways

VincentLeeLeongYowExecutiveVicePresident,Head,Finance&Treasury

TeeKimSiewExecutiveVicePresident,

Head,RealEstate&PropertyDevelopment

Md.ShukorbinMohamedExecutiveVicePresident,

Head,Construction&Contracts

Ir.WanRazalibinWanMudaExecutiveVicePresident,

Head,Tollways

Dato’Dr.NikHussainbinAbdulRahmanGroup Executive Chairman

Dato’AzmilKhalilibinDato’KhalidPresident&ChiefExecutiveOfficer


Report of the Audit Committee

1. MEMBERSHIP AND MEETINGS

TheAuditCommittee comprises the followingmembers anddetails ofattendanceofeachmemberatmeetingsheldduring thefinancialyearended31March2009areasfollows:

Members Number of Meetings Held Attendance

Dato’ Yu Wen Chieh 5 5Chairman/Senior Independent Non-Executive Director Dato’ Haji Idris bin Yusoff 3* 1Member/IndependentNon-Executive Director (Resigned on 1st September 2008) Haji Mohd Pauzi bin Ab Hamid 5 5Member/Independent Non-Executive Director Nik Din bin Nik Sulaiman 5 5Member/Independent Non-Executive Director(Appointed on 30 April 2008)

*Reflectsthenumberofmeetingsheldduringthetimethedirectorheldoffice

2. COMPOSITION AND TERMS OF REFERENCE

2.1 Composition

TheAuditCommitteeshallbe appointed by the Boardfrom among their number andshallcomprisenotfewerthanthree(3)members,allofwhomshallbenon-executivedirectors.Themajorityof theAudit Committee shall beindependentdirectors.

At least one member of theAuditCommitteeshallbe:-

a. amemberoftheMalaysianInstitute of Accountants (“MIA”);or

b. ifheisnotamemberoftheMIA,hemusthaveatleast3yearsofworkingexperienceand:


ReportoftheAuditCommittee(contd.)

i. hemusthavepassedtheexaminationsspecifiedinPartIoftheFirstScheduleoftheAccountantsAct1967;or

ii. hemustbeamemberofoneof theassociationsofaccountantsspecified in Part II of the First Schedule of theAccountantsAct1967;or

c. fulfilssuchotherrequirements*asprescribedorapprovedbyBursaMalaysiaSecuritiesBerhad(“BursaSecurities”).

Themembers of theAuditCommittee shall elect aChairman fromamongst themselveswho isan IndependentDirector. NoalternateDirectorof theBoardshallbeappointedasamemberof theAuditCommittee.

IntheeventofanyvacancyintheAuditCommitteeresultinginthenon-complianceoftheListingRequirementsofBursaSecurities(the“ListingRequirements”), theBoard shall ensure that thevacancy isfilledwithinthreemonths.

TheBoardshallreviewthetermofofficeandperformanceofAuditCommittee and each of its members at least once in every threeyears.

2.2 Meetings

TheAuditCommitteeshallmeetatleastfourtimesayear.Inaddition,theChairmanmaycallforadditionalmeetingsatanytimeattheChairman’sdiscretion.TheAuditCommitteemayalsoinviteanyofficeroremployeeof theGrouptobe inattendancetoassist in itsdeliberations. At leastonceayear theAuditCommitteeshallmeetwith theexternalauditorswithoutanyexecutiveboardmemberpresent.

2.3 Quorum

Themeetingsshallhaveaquorumoftwo(2)memberswhoareindependentdirectors.

2.4 Secretary

The Secretary of the AuditCommittee shal l be theCompanySecretary.

The Secretary shal l beresponsible fordrawingup theagenda with concurrence of the Chairman and circulatingit, supported by explanatorydocumentation to members of the Audit Committee prior to eachmeeting.

The Secretary shall also beresponsible for keeping theminutes of meetings of the AuditCommittee,circulatingthem to members of the Audit Committee and to the other membersoftheBoard.

2.5 Authority

The Audit Committee shall, inaccordance with a procedure to bedeterminedbytheBoardandattheexpenseoftheCompany,

a. be authorised to investigateanyactivitywithin its termsofreference;

b. have direct communicationchannels with both theexternalandinternalauditorsaswellasemployeesoftheGroup;

c. have full andunrestrictedaccess to any informationpertaining to the CompanyortheGroup;

* (a) a degree/masters/doctorate in accounting or finance and at least 3 years’ post qualification experience in accounting or finance; or (b) at least 7 years’ experience being a chief financial officer of a corporation or having the function of being primarily responsible for the management of the financial affairs of a corporation.



d. obtain outside legal or other independent professional advice andsecure the attendance of outsiders with relevant experience andexpertiseifitdeemsnecessary;

e. beabletoconvenemeetingswiththeexternalauditors,theinternalauditors or both, excluding the attendance of other directors andemployees,whenevernecessary;and

f. be able to make relevant reports when necessary to the relevantauthoritiesifabreachoftheListingRequirementsoccurs.

2.6 Duties and Responsibilities

a. Risk Management & Internal Control

• toreviewandmonitortheeffectivenessofinternalcontrolsystem;

• to review the extent of compliance with established internalpolicies,standards,plans,procedures,lawsandregulations;

• to obtain assurance that proper plans for control have beendevelopedpriortothecommencementofmajorareasofchangewithintheGroup;

• torecommendtotheBoardstepstoimprovethesystemofinternalcontrol derived from the findings of the internal and externalauditorsandfromtheconsultationsoftheAuditCommitteeitself;

b. Financial Reporting Review

ToreviewthequarterlyandannualfinancialstatementspriortotheapprovalbytheBoard,focusingparticularlyon:-

• anychangesinorimplementationofnewaccountingpoliciesandpractices;

• significantadjustmentsarisingfromtheaudits;

• compliancewiththeapplicableapprovedaccountingstandards,otherstatutoryandlegalrequirements;and

• thegoingconcernassumption;

c. External Audit

• to review any mattersconcerning the appointment and re-appointment, auditfee and any questions ofresignationordismissalofexternalauditors;

• to reviewwith the externalauditors the nature and scopeof theauditplanandauditreport;

• toreviewandevaluatefactorsrelatedtotheindependenceof external auditors andassist them in preserving theirindependence;

• to review external auditors’f i nd ings a r i s ing f rom audits , part icular ly anycomments and responses in management letters as wellas the assistance given bytheemployeesoftheGroupin order to be satisfied thatappropriate action is being taken;

• to reviewwith the externalauditors the Statement on InternalControloftheGroupfor inclusion in the annualreport;



d. Internal Audit

• to reviewwith the internalauditors thenatureandscopeof theauditplanandauditreport;

• to review the competency and resources of the internal auditfunction, and that it has thenecessary authority to carry out itswork;

• toreviewandevaluatefactorsrelatedtotheindependenceofinternalauditorsandassisttheminpreservingtheirindependence;

• toreviewinternalauditors’findingsarisingfromaudits,particularlyanycommentsandresponsesinmanagementlettersaswellastheassistance given by the employees of theGroup in order to besatisfiedthatappropriateactionisbeingtaken;

• toreviewanyappraisalandassesstheperformanceofthemembersof the internal audit function and approve appointment orterminationofseniorstaffmembersoftheinternalauditfunction;

e. Related Party Transactions

ToreviewanyrelatedpartytransactionandconflictofinterestsituationthatmayarisewithintheGroupincludinganytransaction,procedureorcourseofconductthatraisesquestionsofmanagementintegrity;

f. Other Matters

• topreparetheannualAuditCommitteereporttotheBoardwhichincludes the composition of the Audit Committee, its terms ofreference,numberofmeetingsheld,asummaryofitsactivitiesandtheexistenceofaninternalauditfunctionandasummaryoftheactivitiesofthatfunctionforinclusionintheannualreport;and

• tocarryoutanyotherfunctionthatmaybemutuallyagreeduponby theAuditCommitteeand theBoardwhendeemednecessaryandappropriate.

3. SUMMARY OF ACTIVITIES

Duringthefinancialyearunderreview, the Audit Committeecarried out its duties as set out in the terms of reference and the activities are summarised as follows:-

• Reviewed the externalauditors’ scope of work and their audit plan for theyear.Priortotheaudit,representatives from the external auditors presentedtheir audit s t rategyandplan.

• Reviewedwith the externalauditorsontheresultsoftheir audit, the auditedfinancialstatementsandthemanagementletter.

• Recommended for theBoard’s consideration the re-appointment of externalauditorsandtheauditfees.

• Reviewed the quarterlyfinancial statements andannual audited financialstatements of the Group before recommending them forapprovaloftheBoard.

• Reviewedandapprovedtheinternalauditplan.



• Reviewedtheinternalauditreportspresentedbyinternalauditorsanddiscussedonmanagement’sactions taken to improve thesystemofinternalcontrolandanyoutstandingmatters.

• Reviewed the audit report on Information System Security of theGroupInformationTechnologyEnvironment.

• Reviewed the Audit Committee Report and Statement on InternalControl and its recommendations to theBoard for inclusion in theAnnualReport;and

• Reviewed related party transactions of the Company and of theGroup.

4. INTERNAL AUDIT FUNCTION

Thein-houseGroupInternalAuditDepartment(the“GroupIAD”)assiststheAuditCommittee (AC) indischarging itsdutiesandresponsibilities,and is independentof theactivities theyaudit.Theprimary roleof thedepartmentistoundertakeindependent,regularandsystematicreviewof the system of internal control within the Group, so as to providereasonable assurance that such system is sound, and that establishedpoliciesandproceduresareadheredtoandcontinuetobeeffectiveandsatisfactory.

Indeveloping theAuditPlan, internalauditassignmentsareprioritisedbased on the results of the risk assessment exercise, audit cycle anddiscussionswithSeniorManagement.TheAnnualAuditPlanispresentedtotheAuditCommitteeforapproval.

TheresultsofauditexercisearereportedtotheAC.TheACreviewsthekeyconcerns/issues raisedby theGroup IAD. The responses from themanagementandactionplansareregularlyreviewedandfollowedupbytheGroupIADandtheACthroughAuditTrackingRegister.

ThecostincurredfortheinternalauditfunctionisRM431,684inrespectofthefinancialyearended31March2009.


TheBoardofDirectors(“Board”)ofMTDCapitalBhd(“MTD”)iscommittedtosupporttheMalaysianCodeonCorporateGovernance(Revised2007)[“theCode”]asitrecognisesthatconformancetotheCodeiscrucialforacompanytobesuccessfulandinordertoearnthetrustandmeettheexpectationofinvestorsandstakeholders.

The Board in conformance to the Code has embedded in MTD Group appropriate frameworks aimed to guide MTD Group towards good corporategovernancepractices tomaximise thevalueofMTDGroup.The frameworks enable the Board to self-assessMTDGroup’s existingcorporate governance practices and ensure continuous achievement of sustainable improvement in corporate values that lead to desiredresults.TheframeworksarealsointendedtoassisttheBoardincarryingout its fiduciary and other responsibilities effectively and complementthe Management in the attainment of sound business practices and management efficiency while effectively managing business risks andstrengthening its resources tomanage themarket challenges faced byMTDGroup.

TheBoard is pleased todisclose the extent towhichMTDGrouphasapplied the principles and best practices as prescribed by the Code,duringthefinancialyearended31March2009.

A. DIRECTORS

A1. The Board

The Board is primarily responsible for protecting, preserving andenhancingthelongtermeconomicvalueofMTDGroupforthebenefitof the shareholders, stakeholders and safeguarding the assets ofMTDGroup.TheBoardindischargingitsresponsibilities,continuouslystrivesin establishing strategies and implementing policies and proceduresaimedatachievementofcorporateobjectivesandgoals,tocontributetothegrowthofMTDGroup.

The Board leads, controls and oversees the conduct of MTDGroup’sbusinessestoensurethatthoseentrustedwiththemanagement,directionandsuccessofMTDGroup,actinthebestinterestsofMTDGroupanditsinvestors.TheBoardperformsmanyfunctionsincludingbutnotlimitedtothefollowing:-

a) Reviewing and approvingstrategies, business plans andpolicies to serve as a guide tothe management to operate and manage the businesses of MTD Group;

b) Identifyingandapprovingkeyperformance indicators to monitor the performance of the management and achievement ofbusinessgoals;

c) Consulting with and providingadvice and guidance to MTD Group’s management on a wide rangeofissues;

d) Continuously assessing andreviewing the adequacy andintegrityofasoundsystemofinternal control within MTDGrouptoproperlymanageMTDGroup’s exposure to principalrisks, optimize the effects ofuncertainties or risks of MTD Group’s business objectives aswell as the effectivenessof theprocessesinplace;

e) Evaluating theviabilityofbusi-ness propositions or corporate proposals,managementsucces-sion, changes to the corporatestructure, management andcontrolprocedureswithinMTDGroup;

Statement on Corporate Governance


StatementonCorporateGovernance(contd.)

f) Decisionmakingonaformalscheduleofmattersreservedtoitselfwhichincludes theoverallMTDGroupstrategyanddirection,acquisitionand investment policy, approval of major capital expenditure forprojects,andsignificantfinancialmatters;and

g) Keepingabreastofsocialtrendsandchangesintheenvironmenttocontinuouslyconsiderthepossibleneedforprotectivemeasures.

The Board has established inter-alia the following committees: AuditCommittee, Nomination Committee, Remuneration Committee(collectively referred to as “Board Committees”) and ManagementCommittee and delegated certain functions to the Board Committeeswithin clearly defined operating structure, lines of responsibilities andauthority.TheBoardCommitteesinassistingtheBoardincarryingoutitsfunctionareeitherempoweredtoactindependentlyoronbehalfoftheBoard.However,theultimateresponsibilityandfinaldecisiononcertainreservedmattersofparamountimportance,lieswiththeentireBoard.Theeffectiveness andperformanceof eachBoardCommittee, its structure,composition,dutiesandresponsibilitiesareevaluatedbytheBoardwithreferencetoitsrespectivetermsofreference.

The Board has separated management oversight and operationalexecutionfunctions.TheBoarddelegatestotheManagementCommitteethe operational execution functions to promote faster decision-makingwhileclarifyingManagementCommittee’sauthorityandresponsibilities.TheManagement Committee deliberates on fundamental policies andstrategiesregardingbusinessmanagement,aswellasmakesdecisionsonimportantmattersregardingday-to-daybusinessexecutionfunctions.TheManagementCommitteeledbythePresident&ChiefExecutiveOfficerissupportedbyamanagement teamwith therequisiteexperienceandskill.

There is within MTD Group, a succession plan to ensure orderlymanagement transition for upward or lateral movement and strategiccontinuityforeverycriticalposition.Traininganddevelopmentprogramshavebeenconsistentlyplannedandimplementedforpotentialsuccessorsidentified within MTD Group whilst the compensation and benefitpoliciesareamongstothers,designedtoattractandretainhighqualityemployeesandprovidingsecurityonretirement.

A2. Board Composition and Balance

The Boa r d h a s s e ven ( 7 )members comprising two (2)Non-Independent Executive Directors, four (4) IndependentNon-Executive Directors and one(1)Non-IndependentNon-Executive Director. The profileof each Director is set out in the BoardofDirectors’Profile.

The Independent Directors which make up 57% of the Board membership is in compliance with Paragraph15.02 of the BursaMalaysiaSecurities Berhad (“BursaSecurities”)MainMarketListingRequirements[“ListingRequire-ments”].The independenceof non-executive directors iscons tan t ly rev iewed andbenchmarked against corporate governance best practices and regulatoryprovisions. The composition of the Board iswellbalancedwithamixofExecutive Directors and Non-Executive Directors. The Non-Executive Directors possess an appropriate range of skill andexperience including industryknowledge,accounting,financial,legal,technical,managementandbusiness acumen to deal withthe diverse businesses of MTD Group.


The Non-Executive Directors in the Board are independent of the management and do not participate in business execution functions or haveotherrelationshipwithMTDGroupwhichcouldmateriallyinterferewiththeexerciseoftheirindependentjudgementindecidingmattersinthebestinterestofMTDGroupandinvestors.Theirindependenceattributetoeffective independent supervisory function involvingoverseeingandmonitoringtheeffectivenessofthemanagementandfurther,theirabilityto challenge the decision of management is considered a means ofprotectingtheinterestsofminorityshareholdersandstakeholders.Dato’Yu Wen Chieh is the Senior Independent Non-Executive Director to whom concernsrelatingtotheCompanymaybeconveyed.

TheChairmanandthePresident&ChiefExecutiveOfficeraretheonlyrepresentativesofmanagementontheBoard.TherolesoftheChairmanand thePresident&Chief ExecutiveOfficeraredistinct and separatedwithcleardivisionofresponsibilitiestoensureabalanceofpowerandauthoritywhichareclearlydefinedintheBoardCharter.TheChairmanwill preside at allmeetingsof theBoard.TheChairman is responsiblefor leading the Board to ensure its effectiveness and integrity, theentrenchment of good corporate governance practices within MTD Group as well as maintaining effective communication betweenshareholders/investorsandtheBoard. ThePresident&ChiefExecutiveOfficer is held accountable for policies and business plans approvedby the Board for implementation and has overall responsibilities inmanaging the day-to-day business execution functions ofMTDGroupincluding implementation of policies and procedures and reports,communicatesandclarifiestotheBoardonmatterspertainingtobusinessresultsandoperationofMTDGroup.

TheBoardperiodicallyandonanannualbasis,reviewstheexperience,mixofskillandotherqualitiesoftheBoardtoensureeffectivedischargeofitsdutiesandresponsibilitiesinenhancingthesuccessofMTDGroup.Taking into account of the current Board and the specific business ofMTDGroup, theBoardbelieves that thecurrentcompositionandsizeof theBoardareappropriate toensurenoindividualDirectororgroupof Directors dominate the decision-making of the Board, effectivelyrepresentstheminorityshareholdersoftheCompanyandissufficienttocontributetotheneedsofMTDGroup.

A3. Board Meetings

At the beginning of each year,the Board will establish andapprove the annual scheduleof corporate meeting dates.Addit ional meetings maybe convened, as and whennecessary.Duringthefinancialyearended31March2009,theBoardmetfive(5)times.

The record of attendance of each Director dur ing the financialyearended31March2009isasfollows:-



Bes ides Board meet ings ,consultation and sharing ofexpertise and experience amongstDirectorsarefreelyandfrequentlyheld. In theeventofanypotentialconflictofinterestsituation,theDirectorsconcernedwill declare their interests totheBoardimmediatelyandwillabstain from deliberations anddecisions in the matters in which theyareinterested.

The Company Secretar iesprovide support services to the BoardincludingbutnotlimitedtoattendingBoardmeetings,ensuring the proceedings ofBoard mee t ing s and a l ldecisions are accurately andadequately recorded in theminutesandproperlykept.

A4. Supply of Information

The Board has unrestricted access to information relatingto MTD Group in discharging their duties. Meeting papersincluding details of businesspropositions, quarterly reports,progress reports on business operation and new guidelinesissued by Bursa Securities aredistributed to the Directors prior toBoardmeeting,forDirectors’understanding of the matters tobe tabledfordeliberationatBoardmeetings, to facilitateproductive discussion and efficient use of meeting time.The Chairman of the respective Board Commi t tee would


Name of Director Attendance

Dato’ Dr. Nik Hussain bin Abdul Rahman 5/5(Non-IndependentExecutiveDirector) Dato’ Azmil Khalili bin Dato’ Khalid 4/5(Non-IndependentExecutiveDirector) Dato’ Yu Wen Chieh 5/5(SeniorIndependentNon-ExecutiveDirector) Mohd Pauzi bin Ab Hamid 5/5(IndependentNon-ExecutiveDirector) Nik Faizul bin Dato’ Nik Hussain 4/5(Non-IndependentNon-ExecutiveDirector) Nik Din bin Nik Sulaiman 5/5(IndependentNon-ExecutiveDirector)(Appointed on 30 April 2008) Shaik Mohamed bin Mohd Sahed 3/3(IndependentNon-ExecutiveDirector)(Appointed on 13 November 2008) Dato’ Haji Idris bin Yusoff 1/2(IndependentNon-ExecutiveDirector)(Resigned on 1 September 2008) Tan Sri Dato’ Danny Tan Chee Sing 1/2(IndependentNon-ExecutiveDirector)(Resigned on 12 August 2008)

Meeting agendas are prepared in consultationwith theChairman andprovided in advance to theBoardmembers, togetherwith appropriatemeetingpapersdetailingmatterstobediscussedatBoardmeeting.Themattersfordiscussionanddecision-makingbytheBoardareformalisedandtheproceedingsandresolutionspassedateachBoardmeetingarerecordedin theminuteswhichareconfirmedbytheBoardin thenextsucceedingmeeting and signed by the Chairman of themeeting as acorrect record of the proceedings thereat. The Directors may requestfurther clarification or raise comments on the minutes prior toconfirmationofthesame.TheBoardalsoexercisescontrolonmattersthatrequireBoard’sapprovalbywayofcirculationofDirectors’Resolutionsinwriting.


recommend proposal for the Board’s approval or report to the BoardatBoardmeetingsofanypertinentmattersforinformationordecision-makingand/or reportswouldbeappended to theagendaof theBoardmeetingforDirectors’notation.

Boardpapersandsupportingdocumentsprovidingdetailedinformationon any proposal are attached to Directors’ Circular Resolutions asrequired, for purpose of informed decision-making by the Board. Inaddition, theBoardcontinuously receivescomprehensivemanagementreports or periodic updates on major investments, operations orprojectsandfinancialinformationofMTDGroup,forclosemonitoring.

The management team serves as a primary source of the Board’sinformation needs and the Directors have unrestricted access to the management staff to seek explanationor clarificationon any issues inrelationtoMTDGroup.TheBoardmaycollectivelyorindividuallyseekindependentprofessionaladvicefromexternalexpertsand/oradvisorsindischargingtheirdutiesattheexpenseoftheCompany.

Eachmember of the Board also has unrestricted access to the adviceand services of qualified Company Secretaries whose appointment orremovalisdeterminedbytheBoard.TheDirectorsareregularlyupdatedbytheCompanySecretariesofnewstatutoryandregulatoryrequirementsintroducedorimplementedbythestatutoryorregulatorybodies.

A5. Nomination Committee

The Nomination Committee was established on 20 March 2002. ItsmemberscompriseexclusivelyofIndependentNon-ExecutiveDirectorsandareasfollows:-

Member Designation

Dato’ Yu Wen Chieh Chairman Senior Independent Non-Executive Director

Nik Faizul bin Dato’ Nik Hussain Non-Independent Non-Executive Director Mohd Pauzi bin Ab Hamid Independent (Appointed on 12 November 2008) Non-Executive Director

Dato’ Haji Idris bin Yusoff Independent(Resigned on 1 September 2008) Non-Executive Director


The term of office of themembersof theNominationCommitteeshallbeforaperiodoftwo(2)yearsandmaybere-nominatedandappointedbytheBoardfromtime-to-time.TheNomination Committee met once during the financial year ended 31March2009withfullattendanceofthecommittee’smembers.

ThedutiesandresponsibilitiesoftheNominationCommitteearedefinedinitstermsofreferenceapprovedbytheBoardwhichinter-alia,includesthefollowing:-

a ) rev iewing and assess ingthe effectiveness, size andcomposition of the Board and BoardCommittees;

b) reviewingandassessingtheskill,experience and other qualitiesof its individual members,including core competencieswhich non-executive directors shouldbringtotheBoard;



c) implementinga formalDirectors’self-evaluationprocess to identifyindividual Director’s strengths and weaknesses for purpose ofimproving each individual Director’s performance, which includesevaluationofDirector’scontributionandeffectivenessoftheBoardasawhole;and

d) recommending new candidates for appointment to the Boardand in evaluating suitable new nominees, consider the requisitequalificationandexperienceof thepotentialcandidate tomeet therelevantrequirementsoftheListingRequirements,includinggeneralunderstanding of business and other disciplines relevant to the

successofapubliclistedcompanyintoday’sbusinessenvironment.

A6. Re-Election or Re-Appointment of Directors

TheBoardrecommendsdirectors forre-electionand/orre-appointmentby shareholders at every annual generalmeeting (“AGM”) pursuant toMTD’sArticlesofAssociationandtheCompaniesAct,1965.

a) AllDirectorsaresubjecttoretirementbyrotationandinascertainingthenumberofdirectorstoretire,theCompanyshallensurealldirectorsshallretirefromofficeatleastonceineverythree(3)yearsbutshallbeeligibleforre-election.

b) One-third (1/3)of theDirectorsor thenumbernearest toone-third(1/3)shallretirefromofficeateveryAGMandifeligible,mayofferthemselvesforre-election.

c) DirectorswhoareappointedbytheBoardtofillacasualvacancyshallholdofficeonlyuntilthenextfollowingAGMandshallthenbeeligibleforre-electionbutshallnotbetakenintoaccountindeterminingtheDirectorswhoaretoretirebyrotationatthemeeting.

d) ThePresident&ChiefExecutiveOfficershallretirefromofficeatleastonce in every three (3) years, but such re-election shall be subjectalwaystotheprovisionstatedinitem(b)above.

e) Directors over seventy (70)years of age are requiredto submit themselves forre-appointment as Directors annuallybywayofaresolutionin accordance with Section 129(6)oftheCompaniesAct,1965.

ThedetailsofDirectorsstandingfor re-election and/or re-appointment at the forthcoming AGM are set out in the Notice ofAGM.

A7. Directors’ Training

Al l t h e D i r ec t o r s havecompleted the MandatoryAccreditation Program. TheBoard acknowledges thatcont inuous educat ion i s important for the Directors to keep abreast of changes and future developmentsin the global economy. TheDirectors are encouraged to attend continuing education programmes and seminars to keep abreast with current developmentinthebusinessenvironmentaswellastofurthertheir knowledge in order forthem to discharge their duties asdirectorseffectively.


A8. Remuneration Committee

The Remuneration Committee was established on 20March 2002. ItsmemberscomprisemainlyofIndependentNon-ExecutiveDirectorsandareasfollows:-

Member Designation

Shaik Mohamed bin Mohd Sahed Chairman(Appointed on 13 November 2008) (Independent Non-ExecutiveDirector)

Dato’ Yu Wen Chieh Senior Independent Non-Executive Director

Dato’ Dr. Nik Hussain bin Abdul Rahman Non-Independent Executive Director

Dato’ Haji Idris bin Yusoff Chairman(Resigned on 1 September 2008) (Independent Non-ExecutiveDirector)

ThetermofofficeofthemembersoftheRemunerationCommitteeshallbeforaperiodoftwo(2)yearsandmaybere-nominatedandappointedbytheBoardfromtime-to-time.TheRemunerationCommitteemetonceduringthefinancialyearended31March2009withfullattendanceofthecommittee’smembers.

The duties and responsibilities of the Remuneration Committee aredefinedinitstermsofreferenceapprovedbytheBoard,whichinter-aliaincludesannualreviewoftheremunerationpackagesoftheDirectors.TheRemunerationCommitteeismindfulthattheremunerationpackagesfortheExecutiveDirectorsshouldbeattractivetoretaintheDirectorsintheBoardtomanageandleadMTDGroupsuccessfully.Thelevelofremunerationrewarded to theDirectors is reflectiveof thecorporateperformanceofMTD Group and individual’s performance and achievements during


thefinancialyearunderreview.Theremuneration packages are alsolinkedtoMTDGroup’spoliciesandbenchmarked against practices of comparablepubliclistedcorporationstobecompetitive.TheBoardmakeschanges to directors’ remuneration packages upon the recommendation of the Remuneration Committee and following discussion and approvalbyamajorityoftheBoard.

The determination of the remuneration packages for Non-Executive Directors isamattertobedecidedbytheBoardas a whole. None of the Directorsparticipateinanywayindeterminingtheirindividualremunerationpackage.The Company reimburses expensesincurredbyDirectorsinthecourseoftheirdutiesasDirectors.

The fees payable to the Directorsare determined by the Board andare subject to the approval of theshareholdersoftheCompanyattheAGM.


company held the AGM on 26September 2008. The Companyrecognises that prompt and appropriate disclosure of companyinformation to investors is essentialfor investment decisions anddiscloseinformation in compliance withListing Requirements. In addition,mediaarealwaysinvitedtobriefingsby the Chairman and President& Chief Executive Officer, withtheunderstandingthatindividualshareholder/investor can therebyobtain information through reports thatappearinthemedia.

MTD Group values dialogues withinstitutionalinvestorsandaspertheInvestorRelationPolicy, thegoalofthe Investor Relation Departmentis to optimize the understanding of the investment community interms of strategy, business model,competitive position and financial.RegularmeetingsareheldbetweenMTD Group and prospective and existing investors. Presentations aremade,asappropriatetoexplainMTDGroup’s strategy, performance andmajor developments. Informationprovidedduringmeetings however,is in accordance with regulatoryguidelines.

TheCompanymaintainsadedicatedwebsite at www.mtdgrp.com whichprovideseasyaccesstoinformationon theCompany’s latestevents,news,announcements toBursaSecurities,financialresultsandothercorporateinformation. In addition, investorsmay raise queries regarding [email protected]


1. The aggregate remuneration of the Directors categorised intoappropriatecomponentsduring thefinancialyearended31March2009isasfollows:-

Description Executive Non-Executive Total Percentage Directors Directors RM (‘000) RM (‘000) RM (‘000) (%)

Salaries 1,208 110 1,318 51

Fees 469 286 755 30

Bonuses& 444 37 481 19Benefits-in-kind

Total 2,121 433 2,554* 100

* TheaggregateremunerationisinclusiveofremunerationpaidtotheDirectors byMTDACPI EngineeringBerhad and the details are asfollows:-

Company RM (‘000)

MTDCapitalBhd 1,504

MTDACPIEngineeringBerhad 1,050

Total 2,554

2. ThenumberofDirectorswhosetotalremunerationfromMTDGroupfallswithinthefollowingbandsareasfollows:-

Remuneration Band Number of Directors Total Executive Non-Executive

BelowRM50,000 - 4 4

RM50,001toRM100,000 - 2 2

RM150,001toRM200,000 - 1 1

RM950,001toRM1,000,000 1 - 1

RM1,150,001toRM1,200,000 1 - 1

B. RELATIONSHIP WITH SHAREHOLDERS/INVESTORS

TheAGMandextraordinarygeneralmeetingsremaintheprincipalforumfordialoguewithshareholders/investorswherequeriesofshareholders/investors are addressed by the Board and Senior Management. The


to receive notification whenever MTD releases any corporateannouncement.

C. ACCOUNTABILITY AND AUDIT

(i) FinancialReporting

Inpresentingtheannualfinancialstatementsandquarterlyfinancialresults, theBoardhadensuredthatMTDGroupadoptsappropriateaccountingpoliciesandstandardsandconsistentlyappliedprudentjudgements supportedby reasonableestimates so that thefinancialstatements represent a true and fair assessment of MTD and MTD Group’s financial position. The Board vested responsibilities onthe Audit Committee to ensure that MTD Group maintains proper accounting records, review and assess the accuracy and adequacyofall the information tobedisclosedandensure that thefinancialstatements are in compliance with the Companies Act, 1965, theListing Requirements and the applicable approved accountingstandardsinMalaysia.

AstatementbytheDirectorsoftheirresponsibilitiesforthefinancialstatements is incorporated within the Directors’ Report and Statement byDirectors.

(ii) InternalControl

TheBoardhadconductedareviewoftheeffectivenessandadequacyof the System of Internal ControlwithinMTDGroup.The state ofinternal controlwithinMTDGroup is set out in the Statement onInternalControl.

(iii)RelationshipwithAuditors

The Board, through theAudit Committee, maintains a formal andtransparent relationship with its external auditors, Messrs Ernst &Young, in seeking professional advice and ensuring compliancewith theaccountingstandardsofMalaysia.Matters that require theBoard’sattentionarehighlightedbytheexternalauditorstotheAuditCommittee and the Board through the issuance of management papers andreports.

(iv)AuditCommittee

TheAuditCommitteemeetswith theexternalauditorsduring three(3) regularly scheduled meetings in each financial year of whichone meeting is without the presence of the Executive Directors.

The Audit Committee and externalauditors exchange information and advice and reach mutualunderstanding regarding important auditissues,riskevaluationsrelatingto internal control audits andothermatters.

The roleof theAuditCommittee inrelationtotheexternalauditors,thecomposition,termsofreferenceandasummaryofactivitiesoftheAuditCommittee are set out in the Report oftheAuditCommittee.



Profit Guarantees

Save as disclosed below, theCompanydidnotprovideanyprofitguarantee nor is there any profitguarantee given to the Companyduringthefinancialyear.

(i) Pursuant to the Shares SaleAgreement dated 16 February2006 between its wholly-owned subsidiary,MTD EquitySdn Bhd (“MTDE”) and ACPIndustries Berhad (now knownas MTD ACPI Engineering Berhad) (“ACPI”) (collectivelythe “Parties”), in relation tothe proposed disposal of theentire issued and paid-up share capital of MTD ConstructionSdnBhd(“MTDConstruction”),comprising of 11,000,000ordinarysharesofRM1.00eachinMTDConstructionbyMTDEtoACPIforatotalconsiderationof RM88.0 mi l l ion to besatisfiedbytheissuanceofnewshare of RM1.00 each inACPI(“ConditionalSSA”or“ProposedD i s p o s a l ” ) , M TD E h a dguaranteedontheAuditedProfitAfter Tax of MTD Construction of an aggregate of RM33.0million for three (3) financialyears, upon completion of theConditional SSA (“GuaranteedFinancialYears”).

MTDE,hadvidealetterdated29 April 2006 agreed withACPI, to include/vary and addthe following clauses to theConditionalSSA:-

(a) Allloans,facilities,credits,advances and any othermoneyowing:

Utilisation of Proceeds

During the financial year, there were no proceeds raised from anycorporateproposal.

Share Buy-Back

The details of shares bought back during the financial year ended 31March2009areasfollows:-

As at 31March2009, theCompanyheld as treasury shares a total of17,207,832andnoneofthetreasurysharesweresoldorcancelledduringthefinancialyear.

Options, Warrants or Convertible Securities

Duringthefinancialyear,theCompanydidnotissueanyoptions,warrantsorconvertiblesecurities.

American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) Programme

Duringthefinancialyear,theCompanydidnotsponsoranyADRorGDRprogramme.

Imposition of Sanctions and/or Penalties

Therewerenosanctionsand/orpenaltiesimposedontheCompanyanditssubsidiaries,directorsormanagementbytherelevantregulatorybodiesduringthefinancialyear.

Non-Audit Fees

Theamountofnon-auditfeespaidandpayabletotheexternalauditorsbytheGroupforthefinancialyearisRM174,000.

Variation in Results

There were no material variation between the audited results for thefinancialyearended31March2009and theunaudited results for thequarterended31March2009releasedon29May2009.

AdditionalComplianceStatement


No. of Shares Purchase Price Average Cost TotalMonthly Purchased and per Share (RM) per Share ConsiderationBreakdown Retained as Bought Back Treasury Shares Lowest Highest (RM) (RM)

April-08 156,500 3.00 3.40 3.34 522,208.83May-08 21,000 3.20 3.30 3.26 68,537.66June-08 164,000 2.84 3.04 2.94 481,570.79July-08 341,800 2.60 2.75 2.65 907,193.22October-08 340,500 1.54 1.61 1.58 539,002.81January-09 70,000 1.70 1.80 1.72 120,518.01

Total 1,093,800 1.54 3.40 2.41 2,639,031.32

AdditionalComplianceStatement(contd.)

(aa) byMTDConstructionto;or

(ab) toMTDConstructionbytheCompanyoritssubsidiarieswillbefullypaidonorpriortocompletionoftheProposedDisposal.

(b) Inaddition:-

(ba) “GuaranteedFinancialYears”intheConditionalSSAshallmeanthethree(3)financialyearsending31March2007,31March2008and31March2009;

(bb) thedefinit ionof“AuditedProfit AfterTax”intheConditionalSSAshallbeamendedtoreadasfollows:-

“AuditedProfitAfterTaxmeanstheauditedprofitaftertaxforMTDConstructioninrespectofanyoftheGuaranteedFinancialYears,takenfromtheauditedaccountsofMTDConstructionforthatyearwhichfigureshallbefinalandbindingonthepartiesforthepurposesoftheConditionalSSA”;and

(bc) In consequence to the amendment stated in paragraph(b)(bb)above,clause5.2(a)andclause5.2(b)oftheConditionalSSAareaccordinglyrevoked.

IntheeventtheamountbywhichtheAuditedProfitAfterTaxisless

thanfromtheguaranteedamount(“Shortfall”),iscertifiedandverifiedbyMTDConstruction’sauditorstoMTDEwithinten(10)days(otherthanSaturday,Sundayorpublicholiday),MTDEmustpaytheShortfalltoACPIwithinfive(5)businessdaysfromthedateoftheissueofthenoticeontheShortfall.

BasedontheauditedaccountofMTDConstructionforthefinancialyear ended 31 March 2009, the aggregate Audited Profit After

Tax for the Guaranteed Financial Years was RM33.260 million, which exceeded the guaranteed Audited Profit After Tax of MTD

ConstructionofanaggregateofRM33.0million.Hence,MTDEhadfulfilled the aforementioned guaranteedAudited ProfitAfterTax ofMTDConstruction.On15July2009,MTDEandACPIhavemutuallyacknowledgedthefulfilmentofallconditionstoConditionalSSA.

Material Contract

Saveasdisclosedbelow,neither theCompanynor its subsidiarieshadentered into anymaterial contract (notbeingcontracts entered into intheordinarycourseofbusiness)whichinvolvedDirectors’and/ormajorshareholders’ interests,either still subsistingat theendof thefinancialyear31March2009orenteredintosincetheendofthepreviousfinancialyear.

(i) Supplemental Toll OperationAgreement dated1 February2006 entered between South LuzonTollway Corporation,asubsidiaryofMTDManilaExpressways, Inc. (formerlyknown as Hopewell CrownInfrastructure,Inc.)(“MTDME”),ofwhichthemajoritycontrollinginterest is held byMTDMErelating to the franchise tooperate,constructandmaintaintollfacilitiesintheSouthLuzonExpressway, with the Republicof the Philippines (acting byandthroughtheTollRegulatoryBoard), Philippine NationalConstruction Corporation and ManilaTollExpresswaySystems,Inc.

(ii) On10April2008,MTDhadentered into two (2)SelectiveCapitalRepaymentAgreements(“Agreements”) with MTDInfraPerdana Bhd (“MTDInfra”)as well as Metacorp Berhad(“Metacorp”) and LambangSimfoni Sdn Bhd (“LSSB”),a wholly-owned subsidiaryof the Company, separatelyto undertake the proposed selective capital repaymentexercise pursuant to Section 64oftheCompaniesAct,1965(“SCR”) which will result inMTDInfra and Metacorp being taken private. Pursuant to theAgreements, the Companywould grant interest-free loansto MTDInfra and Metacorp amounting up to RM188.0million andRM71.19millionrespectively for the purpose offunding in full, the repaymentof the cash amount under the SCR.Upon completion of the


AdditionalComplianceStatement(contd.)

SCR,MTDInfrawouldbeawholly-owned subsidiaryof theCompany,whilst the Company and LSSB would collectively hold 100% equityinterestinMetacorp.

TheSCRofMTDInfraandMetacorpwerecompletedon13January2009and13March2009respectivelywhichresultedinthefollowing:-

(a)The reductionof the issuedandpaid-up sharecapitalofMTDInfrafrom RM278.90million comprising 1,115.59million ordinary sharesofRM0.25each inMTDInfra (“MTDInfra Shares”) toRM96.10millioncomprising 384.39millionMTDInfra Shares bywayof cancellation of228.50millionMTDInfraSharesheldby the shareholdersofMTDInfraother thanMTD (“MTDInfraOther Shareholders”) and 502.70millionMTDInfraSharesheldbyMTD.Theexisting16.64million treasurysharesareretainedinMTDInfrawhilsttheremaining367.75millionMTDInfraSharesareheldbyMTD.

A cash distribution of RM182.80 million to MTDInfra Other

Shareholders on the basis of RM0.80 in consideration for thecancellation of every one (1)MTDInfra Share held by them at theentitlementdatei.e.31December2008waspaidbyMTDInfraonthecompletiondate.

(b) The reductionof the issuedandpaid-up sharecapitalofMetacorpfromRM340.41millioncomprising680.81millionordinarysharesofRM0.50eachinMetacorp(“MetacorpShares”)toRM275.60millioncomprising551.21millionMetacorpSharesbywayofcancellationof129.60millionMetacorpSharesheldbytheshareholdersofMetacorpotherthanMTDandLSSB(“MetacorpOtherShareholders”).

Onthecompletiondate,acapitalrepaymentcomprisingacashamount of RM0.50 for every one (1)Metacorp Share and one (1)ordinaryshareofRM1.00inMTDACPIEngineeringBerhadforeverytwenty (20)MetacorpSharesheldbyMetacorpOtherShareholdershadbeenmade.

SubsequenttothecompletionoftheSCR,theentireissuedandpaid-upsharecapitalofMTDInfraandMetacorpwereremovedfromtheOfficialListofBursaMalaysiaSecuritiesBerhad(“BursaSecurities”)inaccordancewithparagraph8.15(6)oftheListingRequirementsofBursaSecuritieson22January2009and9April2009respectively.

Revaluation Policy

TheCompanydoesnothavearevaluationpolicyonlandedproperties.

Recurrent Related Party Transactions (“RRPT”)

The information on RRPT for the financial year is set out in thefinancialstatements.

DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

TheBoardisresponsibleforensuringthat the annual audited financialstatementsoftheCompanyandtheGrouphavebeenproperlydrawnupin accordance with the provisions of theCompaniesAct1965,applicableFinancial Reporting Standards inMalaysia and the Bursa MalaysiaSecurities Berhad Main Market Listing Requirements so as to givea true and fair view of the state of affairs and of the results and cashflowsof theCompany and theGroup,forthefinancialyearended31March2009.

Inpresentingthefinancialstatements,theDirectorshave:-

• adoptedappropriateaccountingpolicies,consistentlyappliedandsupportedbyreasonableprudentjudgementandestimatesandpreparedongoingconcernbasis;and

• ensured that theCompanyandtheGrouphavecompliedwithapplicable Financial ReportingStandards.

TheBoardhasoverallresponsibilityfortakingsuchstepsasarereasonablyopen to them to safeguard the assets of the Group and to prevent and detectfraudandotherirregularities.


StatementonInternalControl


The Board of Directors (the “Board”) is committed in maintaining asoundsystemofinternalcontrolandispleasedtoprovidethefollowingstatementonthescopeandnatureofinternalcontrolfortheGroupforthefinancialyearended31March2009.

BOARD RESPONSIBILITY

TheBoardacknowledgesthatit isresponsiblefortheCompanyanditssubsidiaries’ (the “Group”) system of internal control (“Group InternalControlSystem”)andthereviewofitsadequacyandintegrity.

TheGroupInternalControlSystemmanagesbutdoesnoteliminatetheriskoffailuretoachievebusinessobjectives.TheGroupInternalControlSystem provides only reasonable but not absolute assurance againstmaterialmisstatement,lossorfraud.

TheBoardhasinplaceanongoingprocess, foridentifying,evaluating,monitoringandmanagingthesignificantrisksaffectingtheachievementofitsbusinessobjectivesthroughouttheperiod.TheprocessisregularlyreviewedbytheBoardandaccordswiththeStatementonInternalControl:GuidanceforDirectorsofPublicListedCompanies.

KEY INTERNAL CONTROL PROCESSES

Enterprise Risk Management

AGroup-wideriskmanagementframeworkwasestablishedapplicabletoallfunctionsintheGroup,inoperational,financialandsupportareas.Inthisstructuredriskmanagementframework,theprincipalrisksfacinganoperatingunitoftheGroupareregularlyreviewedandassessed,togetherwithstepstomanagethoserisks.Theresultsofthesereviewsareplacedonriskregistersand,wherenecessary,specificactionplansaredevelopedtotreatthoseriskswithappropriatekeyperformanceindicatorssoastomonitortheimplementationoftheseplansaswellastheeffectivenessoftheprocesses. Inaddition,periodicexercisesaretobecarriedoutatGrouplevel,onabi-annualbasis,toidentifykeyissuesaffectingtheGroupasawhole,thechangingriskprofileandtheemergingissuesthatmayhaveanimpactontheGroup’sbusinessobjectives.Theoutputoftheseassessmentandreviewswillbereportedtotheseniormanagement,theAuditCommitteeandtheBoardwhichwillhavetheultimateresponsibilitytocontinuouslyassess the effectiveness of the risk management processes so that theGroup’ssystemsandinternalcontrolsaresuchdesignedtoensure that

the Group’s exposure to principalrisksisproperlymanaged.

Inthisway,thesystematicapproachin the Group-wide risk management will help to optimise the effects ofuncertainties or risks on the Group’s businessobjectives.

Audit Committee (AC)

The Audit Committee (AC), whichis chaired by an independent non-executive director deliberates onfindings and recommendations for improvement proposed by theinternal and external auditors. TheAC also evaluates the adequacyand effectiveness of the Group’s risk managementandsystemofinternalcontrol. Apart from reviewing theannual audit plan, theAC assessesthe scope and quality of auditperformed.

FurtherdetailsontheACaresetoutintheAuditCommitteeReport.

Internal Audit Function

The in-house Group Internal AuditDepartment (the “Group IAD”)independently carries out itsfunction and provides the AC and the Board with the assurance on the adequacyandintegrityofthesystemofinternalcontrol.

TheGroupIADreviewstheinternalcontrol systems and procedures ofthe Group’s businesses based on the annualauditplan.Theannualauditplan is reviewed and approved bytheACandthefindingsoftheauditsare submitted to the AC for review at their periodicmeetings.TheGroupIAD adopts a risk-based approach

whenestablishingitsauditplanandstrategy.ResponsesfromManagementandactionplansareregularlyreviewedandfollowedupbytheGroupIADandtheAC.

Other Key Elements of Internal Control

Apart from the above, the other key elements of the Group InternalControlSysteminclude:-

• Limits of authority are established to govern the management offinancialandnonfinancialapprovallimits.

• Formal operating structure in place with clearly defined lines ofresponsibilityandaccountability.

• Various Committees have been established to assist the Board indischargingitsduties.Amongthecommitteeare:-- Audit Committee- Nomination Committee- Remuneration Committee- Management Committee- Risk Management Committee

• Management Committee Meetings are held on a regular basis toidentify,discussandresolvestrategic,operational,financialandkeymanagementissues.

• PoliciesandProceduresforkeyprocessesaredocumentedtoprovideguidance to all levels of staff. These policies and procedures arereviewedandregularlyupdatedwhennecessary.

• Whereappropriate,certaincompanieshavetheISOaccreditationfortheiroperationalprocesses.

• ComprehensivesystemsofoperationsandfinancialreportingtotheBoardbasedonquarterlyresultsandannualbudgets.

• Provisionsofregularandcomprehensiveinformationtomanagementandemployees.

• Proper guidelines for hiring and termination of staff, and annualperformanceappraisalsystemareinplace.

• Traininganddevelopmentprogrammesareidentifiedandscheduledforemployeestoacquirethenecessaryknowledgeandcompetencytomeettheirperformanceandjobexpectations.

• Adequate insurances of themajor assets and resourcesof theGroupare inplace toensurethatthesearesufficientlycoveredagainstanymishapthatmayresult inmaterial losses totheGroup.

• Regularvisitstooperatingunitsby senior management andinternalauditors.

The Board is of the view that the systemof internalcontrol institutedthroughout the Group is sound and effective. Notwithstanding this,reviewsofallcontrolprocedureswill be continuously carried out toensure the ongoing effectiveness and adequacy of the system ofinternal control, so as to safeguardshareholders’ investment and theGroup’sassets.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

Theexternalauditorshavereviewedthis Statement on Internal Controlfor inclusion in the annual reportfor financial year ended 31March2009 and reported to the Board that nomaterial issuehascometo theirattentionthatcausesthemtobelievethat the statement is inconsistent with their understanding of the process adopted by the Board inreviewingtheadequacyandintegrityofthesystemofinternalcontrol.


StatementonInternalControl(contd.)

29

Group5-YearFinancialHighlights


59.83

1.80

179.46

136.78

30.38

90

4513

50

180

2005 2006 2007 2008 2009

Group Pre-Tax Profit ( RM Million )

521.17

2.98

412.64

2.81

835.00

3.44

1101.39

3.32

1156.16

06

003

009

0012

001.

50.

750

3.0

2.25

2005

2005

2006

2006

2007

2007

2008

2008

2009

2009

Revenue ( RM Million )

Net Assets Per Share ( RM )

6.60

(9.40)

54.30

16.80

2.0

30

4515

06

0

2005 2006 2007 2008 2009

Earnings / ( Loss ) Per Share ( Sen )

605.55 589.67

738.31652.01 619.40

400

200

600

08

00

2005 2006 2007 2008 2009

Group Shareholder’s Fund ( RM Million )

2.69

Group Executive Chairman’s StatementPenyata Pengerusi Eksekutif Kumpulan

Dearvaluedshareholders,

OnbehalfoftheBoardofDirectors,Iampleasedtopresenttoyouthe16thAnnualReportandFinancialStatements of the Group and the Company forfinancialyearended31March2009.


OverviewThe Group’s earnings for the yearhave been affected by lossesrecordedbytheoverseasoperationsin the Engineering & Constructionand Property divisions. However,theExpresswaydivisioncontinuestobe the main earnings driver for the Group.

Kuala Lumpur-Karak Highway

Dato’ Dr. Nik Hussain bin Abdul RahmanGroup Executive Chairman/Pengerusi Eksekutif Kumpulan

Pemegang saham yang dihargai,

Bagi pihak Lembaga Pengarah, s a y a d e n g a n s u k a c i t a n y a m e m b e n t a n g k a n Pe n y a t a Kewangan dan Laporan Tahunan Ke-16 Kumpulan dan Syarikat bagi tahun kewangan berakhir 31 Mac 2009.

TinjauanPendapatan Kumpulan bagi tahun yang dilaporkan terjejas akibat kerugian yang dicatatkan oleh operasi luar negara bahagian Kejuruteraan & Pembinaan dan bahagian Hartanah. Bagaimanapun, bahagian Lebuh Raya terus menjadi penyumbang utama kepada keuntungan Kumpulan.

Sorotan KewanganBagi tahun kewangan berakhir 31 Mac 2009, Kumpulan melaporkan hasil berjumlah RM1.16 bilion (2008: RM1.10 bilion), iaitu peningkatan 5.5% berbanding tahun sebelumnya, berasaskan sumbangan lebih tinggi daripada bahagian Hartanah dan juga Pembuatan. Keuntungan sebelum cukai pula merosot 77.8% kepada RM30.38 juta (2008: RM136.79 juta), sebahagiannya kerana kerugian daripada operasi luar negara ekoran dilanda kegawatan ekonomi global yang serius. Pendapatan sesaham 2.0 sen dicatatkan berbanding 16.8 sen pada tahun sebelumnya.

GroupExecutiveChairman’sStatement(contd.)Penyata Pengerusi Eksekutif Kumpulan (samb)

31

Financial HighlightsFor the financial year ended 31 March 2009, the Group reported 5.5%growthinrevenuetoRM1.16billion(2008:RM1.10billion)duetohighercontribution fromthePropertyaswellasManufacturingdivisions.Pre-taxprofitfell77.8%toRM30.38million(2008:RM136.79million)partlyduetolossesfromoverseasoperationsamidsttheseveredownturnintheglobaleconomy.Earningspershareamountedto2.0sencomparedwith16.8seninthepreviousyear.


Delhi Metro Project, India Public Housing Pilot Project, Sri Lanka East Coast Expressway 2


AppreciationOnbehalfoftheBoard,IwouldliketowelcomeTuanHajiShaikMohamedbinMohdSahedwho joineduson13November2008,asIndependentNon-ExecutiveDirector.

Wewould also like to express ourheartfeltgratitudetoyou,ourvaluedshareholders for your trust andsupport to the Group throughout the years. Our appreciations alsogo to our business associates and partners for staying with us duringboth the good and bad times,offering assistance and support whenever we need them.We alsowant to appreciate the government authoritiesfortheiradvice,guidanceandon-goingcooperation.

Equallyimportantisourmanagementt eam and s t a f f . We wan t toacknowledge their persistence andrelentlesseffortsinthepastyearforbringing theGroupastepcloser toachieving its aspiration as aworld-classinfrastructureconglomerate.

Lastbutnotleast,thankstomyfellowboard members for their seasoned guidance and advice throughout the year.

DATO’ DR. NIK HUSSAIN BIN ABDUL RAHMANGroup Executive Chairman

The Engineering and Construction division contributed RM486.06milliontotheGrouprevenueduringtheyearunderreview. Profitable contributions came from the East CoastExpressway2projectPackage10.Manufacturing,despitehavingachievedahigherrevenueofRM272.39million,wereaffectedintermsofprofitabilityduetopoorperformancefromoverseasoperationsanddelaysinorderflows.Expresswaydivision,theGroup’smainearningsdriver,contributedRM291.54millioninrevenuewhilePropertydivisionpostedRM89.16million.

DividendTheBoardhasproposedafinaldividendof5senpershareless25.0%incometax(2008:finaldividendof4.0senpershareless 25.0% income tax and interim dividend of 2.0 sen less26.0%incometax).

Corporate DevelopmentsOn10April2008,MTDCapitalBhd (MTDC)announced itsproposalforaselectivecapitalrepaymentinvolvingMetacorpBerhad (Metacorp) and MTD InfraPerdana Bhd (MTDInfra).MTDInfraandMetacorpwereeffectivelydelisted fromBursaMalaysiaon22Januaryand9April2009respectively.

On 30 March 2009, MTDC announced that it had enteredintoaShareSaleAgreementwithMTDWalkersPLC, for thedisposalofitsentireequityinterestinCML-MTDConstructionLtd, comprising 3,728,036 ordinary shares of Sri LankanRupeesofRs10eachrepresenting36.4%of theentire issuedandpaid-upcapitalofCML-MTDConstructionLtdforatotalcashconsiderationofRs229.0millionorapproximatelyRM7.4million. MTDWalkersPLC,which is listedon theColomboStockExchange,isa90.8%ownedsubsidiaryofMTDC.

ProspectsThe impact of the downturn global economic climate hastrickled down to the Malaysian shore and is expected topersist in the near term. Despite the challenging operatingenvironment,theGroupwouldcontinuetoengageinprojectsandbusinesses thatcouldenhanceperformanceandprovidevisible earnings and growth to the Group in the long-term.While the Expressway division is envisioned to continue tocushiontheimpactofweakerearningsfromtheotherdivisions,theGroupwouldalsofocusitseffortstoreduceoperatingcostsaswellasensuretimelycompletionofprojectsonhand.


East Coast Expressway 2


Bahagian Kejuruteraan dan Pembinaan menyumbang hasil sebanyak RM486.06 juta kepada Kumpulan pada tahun yang dilaporkan. Keuntungan telah diraih daripada Pakej 10 projek Lebuh Raya Pantai Timur 2. Bahagian Pembuatan, walaupun mencatat hasil lebih tinggi berjumlah RM272.39 juta, terjejas dari segi keuntungan kerana kelembapan prestasi operasi luar negara dan aliran pesanan yang tertangguh. Bahagian Lebuh Raya, pemacu utama hasil Kumpulan, menyumbang hasil berjumlah RM291.54 juta manakala bahagian Hartanah pula mencatatkan hasil sebanyak RM89.16 juta.

DividenLembaga Pengarah telah mengesyorkan dividen akhir 5 sen sesaham ditolak cukai pendapatan 25% (2008: dividen akhir 4.0 sen sesaham ditolak cukai pendapatan 25.0% dan dividen interim 2.0 sen ditolak cukai pendapatan 26.0%).

Perkembangan KorporatPada 10 April 2008, MTD Capital Bhd (MTDC) mengumumkan cadangan bagi melaksanakan proses pembayaran balik modal terpilih membabitkan Metacorp Berhad (Metacorp) dan MTD InfraPerdana Bhd (MTDInfra). MTDInfra dan Metacorp masing-masing telah dikeluarkan daripada senarai Bursa Malaysia pada 22 Januari dan 9 April 2009.

Pada 30 Mac 2009, MTDC mengumumkan pemeteraian Perjanjian Jualan Saham antara pihaknya dengan MTD Walkers PLC, bagi melupuskan seluruh kepentingan ekuiti dalam CML-MTD Construction Ltd, yang merangkumi 3,728,036 saham biasa pada harga Rupee Sri Lanka Rs10 setiap satu mewakili 36.4% daripada seluruh modal terbitan dan berbayar CML-MTD Construction Ltd untuk jumlah pertimbangan tunai Rs229.0 juta atau kira-kira RM7.4 juta. MTD Walkers PLC, yang disenaraikan di Bursa Saham Colombo, ialah anak syarikat milik 90.8% MTDC.

ProspekTempias kemelesetan ekonomi global dirasai di Malaysia dan dijangka berterusan dalam jangka pendek. Dalam suasana operasi semasa yang mencabar, Kumpulan akan terus melaksanakan projek dan perniagaan yang boleh meningkatkan prestasi dan menghasilkan pendapatan dan pertumbuhan kepada Kumpulan dalam jangka panjang. Walaupun bahagian Lebuh Raya terus menampung kesan pendapatan lebih lemah daripada bahagian lain, Kumpulan juga akan memberi tumpuan terhadap usaha mengurangkan kos operasi dan menjamin projek yang ada disempurnakan tepat pada masanya.


PenghargaanBagi pihak Lembaga Pengarah, saya ingin mengalu-alukan penyertaan Haji Shaik Mohamed bin Mohd Sahed, yang menganggotai Lembaga Pengarah pada 13 November 2008, selaku Pengarah Bukan Eksekutif Bebas.

Kami juga ingin merakamkan setinggi-tinggi penghargaan kepada anda, pemegang saham kami yang dihargai, kerana kepercayaan dan sokongan anda kepada Kumpulan selama ini. Kami juga amat menghargai sekutu dan rakan niaga kami yang telah kekal bersama kami dalam masa susah dan senang, menghulurkan bantuan dan sokongan apabila kami memerlukannya. Kami juga berterima kasih kepada pihak berkuasa kerajaan kerana nasihat, panduan dan kerjasama berterusan mereka.

Pasukan pengurusan dan kakitangan juga memainkan peranan yang tidak kurang pentingnya. Kami ingin mengiktiraf kesungguhan dan usaha berterusan mereka pada tahun lepas untuk membulatkan lagi azam Kumpulan untuk mencapai cita-cita menjadi sebuah konglomerat infrastruktur bertaraf dunia.

Akhir sekali, terima kasih kepada anggota lembaga pengarah kerana panduan, pengalaman dan nasihat yang diberikan sepanjang tahun.

DATO’ DR. NIK HUSSAIN BIN ABDUL RAHMANPengerusi Eksekutif Kumpulan

East Coast Expressway 1 Public Housing Pilot Project, Sri Lanka South Luzon Expressway, Philippines

Taman Len Seng Project, Kuala Lumpur

Operations ReviewTinjauan Operasi

ENGINEERING & CONSTRUCTION

At HomeThe global economic conditions remained difficult during the periodunderreview,whichwasexacerbatedbyhighrawmaterialprices.Onthebackofcostsescalationandeconomichardships,theGroupmanagedtosustainitsearningsinprofitsandachieveseveralsignificantmilestones.

Inourhomeground,wearepleasedtoannouncethatwehavehandedovertheupgradedLokeYewRoadproject,whichwasvaluedatRM65.0


million,totheDewanBandarayaKuala Lumpur in October 2008.Taman Leng Seng upgrading works on the interchange/underpass is 95% completed. This RM77.0 millionproject will be ready by end of2009.

Dato’ Azmil Khalili bin Dato’ KhalidPresident&ChiefExecutiveOfficer/Presiden & Ketua Pegawai Eksekutif

East Coast Expressway 2 South Luzon Expressway, Philippines Jamarat Bridge, Saudi Arabia

35

Ourbiggestprojectintermsofvalue,theEastCoastExpressway2projectPackage10(ECE2),whichis fromBukitBesi toBukitPayungandBukitPayungSpurRoad;andworthRM1.4billion,iscurrentlyunderconstructionwithalmost55%completedinMarch2009.Duringtheyearunderreview,ECE 2 faced tremendous pressure in terms of cost components owing to highfluctuations.TheGovernmentgrantedanextensionoftimeinviewofshortageofrawmaterialsandadverseweatherconditions.

OperationsReview(contd.)Tinjauan Operasi (samb)

KEJURUTERAAN & PEMBINAAN

Dalam NegaraHarga bahan mentah yang tinggi memburukkan lagi keadaan kegawatan ekonomi g lobal sepanjang tahun dalam tinjauan. Namun, dalam situasi kos yang melambung dan kegawatan ekonomi ini, Kumpulan mampu mengekalkan perolehan pendapatan dan mencapai beberapa kemajuan penting.

Di dalam negara, sukacita kami mengumumkan bahawa kami telah menyiapkan projek menaik taraf Jalan Loke Yew, yang bernilai RM65.0 juta, dan menyerahkannya kepada Dewan Bandaraya Kuala Lumpur pada bulan Oktober 2008. Kerja menaik taraf persimpangan ber t ingkat/ je jambat bawah Taman Len Seng sudah 95% siap. Projek RM77.0 juta ini akan siap sepenuhnya menjelang akhir 2009.

Setakat Mac 2009, hampir 55% daripada projek kami yang terbesar dari segi nilai, iaitu Pakej 10 Projek Lebuhraya Pantai Timur 2 (LPT 2), dari Bukit Besi ke Bukit Payung dan Jalan Susur Bukit Payung yang bernilai RM1.4 bilion, telah siap. Sepanjang tahun dalam tinjauan, LPT 2 menghadapi tekanan kuat dari segi komponen kos disebabkan kenaikan kos bahan binaan. Kerajaan melanjutkan tempoh masa memandangkan kekurangan bahan mentah dan cuaca buruk.



However, operations in Thailandcontinued to incur losses due tohigh cost of material and labouron the backdrop of the country’sunstable political environment.Theconstructionof 2,220units of low-cost apartments at Bangchalong,1,488unitsatMobangand563unitsat Pracha Utid were substantiallycompletedduring theperiodunderreview.

MANUFACTURING

At HomeThe performance of the Manufacturing divisionimprovedslightlyduringtheperiodunderreview.Revenuefromthis segment amounted to RM272 millioncomparedtoRM255millioninthepreviousfinancialyear.

AbroadThe Group’s subsidiary, AssociatedConcrete Products (Malaysia) SdnBhdisinvolvedintheDubaiMetroProject, which is worth RM123million to supply precast concretetunnelliningtoObayashiCorporationof Japan. The casting works werecompletedinDecember2008,threemonthsaheadofschedule.

AbroadWhile cost pressure for our overseas operations remained atoughchallengefortheGroup,wewereabletomakeprogresswith thevariousprojects, thanks to theclosemonitoringandvigilantcostmanagement.

The South Luzon Expressway (SLEX), the Group’s entry intothePhilippinesunderMTDConstruction(Philippines)Inc.hasachievedanother significantmilestoneduring theyearunderreview partly to the cooperation given by the PhilippinesGovernment, especially in facilitating construction works.AlthoughSLEXwassignificantlyaffectedbythehighvolatilityofbuildingmaterialpricesandunfavourableweatherconditions,ithadachievedaremarkableprogressasmorethan70%ofworkshavebeencompletedbyMarch2009.On11December2008,PhilippinesPresidentHEGloriaMacapagalArroyopaidafinalinspectionof the1.2kmAlabangviaduct, thefirstcompletedsectionofSLEX’supgradingandrehabilitationproject.

TheCompanyispleasedtoannouncethatitssubsidiaryPersysSdn Bhd has successfully completed Package BC9 worthINR566.25 million (RM49 million) for the Delhi Metro RailCorporationLtd,whichinvolvedthedesignandconstructionofanelevatedviaductwithalengthof4.8kilometres,includingstructural works of four elevated stations on the Inderlok-MundkaCorridorofPhaseIIofDelhiMRTsinMay2009.

During the year under review, theCompany also completedfor the Saudi BinladinGroup the SR214.35million (RM200million)worthofcontractinvolvingthecastinganderectionofprecast segments in bridge and post-tensioning works for the improvement of the Jamarat Bridge and surrounding areas in Mina,SaudiArabia.


Luar NegaraMeskipun tekanan kos ke atas operasi kami di luar negara terus menjadi cabaran kepada Kumpulan, pemantauan rapi dan kebijaksanaan pengurusan kos membolehkan kami mencapai kemajuan dalam pelbagai projek.

South Luzon Expressway (SLEX), yang menandakan kemasukan Kumpulan ke Filipina di bawah MTD Construction (Philippines) Inc., telah mencapai satu lagi kemajuan pada tahun dalam tinjauan, sebahagiannya disebabkan kerjasama Kerajaan Filipina, yang memudahkan kerja pembinaan. Sungguhpun SLEX terjejas teruk dengan kenaikan harga bahan binaan dan cuaca buruk, ia telah mencapai kemajuan besar kerana lebih 70% daripada kerja pembinaan telah siap setakat Mac 2009. Pada 11 Disember 2008, Presiden Filipina HE Gloria Macapagal Arroyo membuat pemeriksaan terakhir ke atas jejambat Alabang sepanjang 1.2km, iaitu bahagian pertama daripada projek menaik taraf dan pemulihan SLEX yang telah disiapkan.

Syarikat dengan sukacitanya mengumumkan bahawa anak syarikatnya, Persys Sdn Bhd, berjaya menyiapkan Pakej BC9 bernilai INR566.25 juta (RM49 juta) untuk Delhi Metro Rail Corporation Ltd, membabitkan kerja mereka bentuk dan membina jejambat tinggi sepanjang 4.8 kilometer, termasuk kerja-kerja menyiapkan struktur untuk empat stesen tinggi di Koridor Inderlok-Mundka Fasa II Delhi MRT pada Mei 2009.

Pada tahun dalam tinjauan, Syarikat juga telah menyempurnakan projek SR214.35 juta (RM200 juta) untuk Kumpulan Saudi Binladin, membabitkan kerja menuang konkrit dan menyiapkan segmen pratuang dalam jambatan dan kerja pasca penegangan bagi memperkukuh Jambatan Jamarat dan kawasan sekitarnya di Mina, Saudi Arabia.

Bagaimanapun, operasi di Thailand te rus menanggung kerug ian disebabkan kos bahan mentah dan kos buruh yang tinggi dalam keadaan politik negara itu yang tidak stabil. Pembinaan 2,220 unit pangsapuri kos rendah di Bangchalong, 1,488 unit di Mobang dan 563 unit di Pracha Utid telah disiapkan pada tahun dalam tinjauan.

PEMBUATAN

Dalam NegaraPrestas i bahagian Pembuatan bertambah baik sedikit sepanjang tempoh dalam tinjauan. Hasil perolehan daripada segmen ini mencecah RM272 juta berbanding RM255 juta pada tahun kewangan sebelumnya.

Luar NegaraAnak syarikat Kumpulan, Associated Concrete Products (Malaysia) Sdn Bhd, terlibat dalam Projek Dubai Metro bernilai RM123 juta, untuk membekalkan konkrit pratuang lapik terowong kepada Obayashi Corporation of Japan. Kerja menuang konkrit selesai pada Disember 2008, tiga bulan lebih awal daripada jadual.




InChina, theGroup is still in talkswith the Chinese authority on theapprovaltosetupalocalcompanythatwillundertaketheconstructionof theYangshuo-Luzhai Expresswayproject. The Group holds theconcession, worth RM1.7 billion,for29years.

Duringtheperiodunderreview,theGroup decided to achieve higher operational efficiency by taking itstwolistedsubsidiaries,MetacorpandMTD InfraPerdana Bhd (MTDInfra)private and proposed a selectivecapital repayment to the respectivecompany’s shareholders.Partof theexerciseinvolvedMTDCapitalBhd(MTDC) granting interest-free loanstoMetacorpandMTDInfratotallingRM71.19 million and RM188.0million respectively to fund thecash repayment. The exercise isan opportunity for shareholders ofMetacorp and MTDInfra to realisetheir investments in a weak market environment. The exercise wascompleted by the first half of theyear with MTDInfra and Metacorpeffectively delisted from BursaMalaysiaon22Januaryand9April2009respectively.

INFRASTRUCTURE DEVELOPMENT

At HomeTheGroup’sexpresswayscontinuedtobeareliablesourceofrecurring income although certain highways faced decliningtraffic growth. It achieved revenueofRM291million for theyear under review. The Kuala Lumpur-Karak Highway andtheEastCoastExpresswayPhase1saw5%and11%growthrespectively in trafficgrowthas thetwohighwaysprovidedaconvenientandseamlessrouteforcommutersaswellastouriststocommutebetweentheeastandthewest,especiallyduringpeakperiodsofschoolholidaysandfestiveseason.

OurKualaLumpurroads,meanwhile,sawaslightdeclineof3%intrafficgrowthduetoweaksentimentonthebackoftheglobal economic slowdown. Consumers concerned over theeconomicoutlookreducedspendingandlimitedunnecessarytravels.

AbroadPTCigadingInternationalBulkTerminal’s(CIBT)developmentofthefirstphaseofthecoalterminalatCigadingPort,Indonesiastartedin2008andisprogressingasscheduled.CIBTsecuredthe exclusive rights from PT Kratatau Bandar Samudera todevelopandoperatethecoalterminalfortheloading,stackinganddischargingofcoalforaperiodof32years.CIBTis95%ownedbySinomastMetacorp(Labuan)Ltd,whichinturnisa50:50jointventurebetweenMetacorpBerhad(Metacorp)andPTBintangSinomastLtdofHongKong.Thefirstphasehasahandlingcapacityof5.0milliontonnes.

TheGroupisstillintalkswiththeIndonesianGovernmentonland acquisition issues for the Cibitung-CilincingToll Road,whichhasaconcessionperiodof35years.


Gombak Toll Plaza, Kuala Lumpur-Karak Highway SLEX’s final inspection by Philippines President, HE Gloria M. Arroyo



PEMBANGUNAN INFRASTRUKTUR

Dalam NegaraLebuh raya Kumpulan terus menjadi sumber pendapatan berulang yang boleh diharapkan sungguhpun lebuh raya-lebuh raya tertentu mengalami kesusutan pertumbuhan trafik. Hasil perolehan RM291 juta telah dicatat pada tahun dalam tinjauan. Lebuhraya Kuala Lumpur-Karak dan Lebuhraya Pantai Timur Fasa 1 masing-masing mencatat pertumbuhan trafik 5% dan 11% kerana kedua-dua lebuh raya ini menyediakan laluan yang menyenangkan untuk pengguna dan juga pelancong berulang-alik antara timur dan barat, lebih-lebih lagi pada musim cuti sekolah dan musim perayaan yang sibuk.

Manakala kadar trafik di jalan kami di Kuala Lumpur susut sedikit, iaitu 3%, disebabkan sentimen yang lemah ekoran kelembapan ekonomi global. Pengguna yang bimbang dengan prospek ekonomi mengurangkan perbelanjaan dan membataskan perjalanan yang tidak perlu.

Luar NegaraPembangunan fasa pertama terminal arang batu PT Cigading International Bulk Terminal (CIBT) di Pelabuhan Cigading, Indonesia bermula pada 2008 dan berjalan mengikut jadual. CIBT mendapat hak eksklusif daripada PT Kratatau Bandar Samudera untuk membina dan mengendalikan terminal arang batu membabitkan pemuatan, penyusunan dan pemunggahan arang batu bagi tempoh 32 tahun. Pegangan 95% dalam CIBT dikuasai oleh Sinomast Metacorp (Labuan) Ltd, syarikat usaha sama 50:50 antara Metacorp Berhad (Metacorp) dan PT Bintang Sinomast Ltd dari Hong Kong. Fasa pertama mempunyai keupayaan pengendalian 5.0 juta tan.

Kumpulan masih dalam perbincangan dengan Kerajaan Indonesia mengenai isu pengambilalihan tanah untuk Jalan Tol Cibitung-Cilincing, membabitkan tempoh konsesi 35 tahun.

Di China, Kumpulan juga masih dalam perbincangan dengan pihak berkuasa China untuk mendapatkan kelulusan bagi menubuhkan sebuah syar ika t tempatan yang akan melaksanakan projek pembinaan Lebuhraya Yangshuo-Luzha i . Kumpulan mendapat konsesi bernilai RM1.7 bilion itu bagi tempoh 29 tahun.

Pada tahun dalam tinjauan, Kumpulan mengambil keputusan untuk meningkatkan kecekapan operasi dengan menyahsenaraikan dua anak syarikatnya, Metacorp dan MTD InfraPerdana Bhd (MTDInfra), dan mencadangkan pembayaran balik modal secara terpilih kepada pemegang saham masing-masing. Sebahagian dar ipada langkah ini melibatkan MTD Capital Bhd (MTDC) memberi pinjaman tanpa faedah kepada MTDInfra, yang masing-masing berjumlah RM71.19 juta dan RM188.0 juta, untuk membiayai pembayaran tunai. Langkah ini memberi peluang kepada pemegang saham Metacorp dan MTDInfra untuk mendapatkan semula pelaburan mereka dalam persekitaran pasaran yang lemah. Langkah ini selesai pada separuh tahun pertama dengan MTDInfra dan Metacorp dikeluarkan daripada penyenaraian Bursa Malaysia masing-masing pada 22 Januari dan 9 April 2009.

Coal Terminal in Cilegon, Indonesia Power plant in Jaffna, Sri Lanka


TheGroup’s first high-endpropertydevelopment in Bangsar willcommence work upon approvalfrom the authority, expected tobe in the second half of the year.Tanduk 5 Residency comprises 5unitsoffour-storeydetachedhouseswithanestimatedgrossdevelopmentvalue(GDV)ofRM35.0million,willbe undertaken by LandviewTowerSdnBhd.Completionisexpectedinyear2011.

TheGroup’snexthigh-endpropertydevelopment after Bangsar willbe in Damansara Heights, a muchsought after residential area inKuala Lumpur. The 6-acre land isearmarkedforindividualbungalowswithanestimatedGDVofRM300.0million.Theproposeddevelopmentispresentlypendingapprovalsfromtheauthorities.

MTDWalkers PLC, listed on the Colombo Stock Exchange,showedimprovementinprofitability,partlyduetotheinclusionof contribution fromWalkers Piling Ltd during the financialyear under review. The tea roller division, having securedexportorders for teamachineries toVietnamandRwanda, isanticipating to receive more orders from other tea producing countries.

MTDC’s 80% owned subsidiary, Northern Power Company(Private)Limited(NPC)undertookthesettingupandoperationsof a 30MWpower plant in Chunnakam, Jaffna in Sri Lankato provide electricity to the people in the Jaffna Peninsula.Despitethedifficultconditionsinthearea,thepowerplantwassuccessfullycompletedinlessthan1½yearsandcommissionedinJune2009.Withthesettingupofthispowerplant,thepowercutsinJaffnahaveceasedandthedemandforelectricityisnowbeingmet.

PROPERTY

At HomeDemand for properties remained soft due to weak sentiments andpoorconsumerconfidence.Inaddition,developersarealsoaffectedbytheenergypricehikesandthesurgingconstructioncosts. Overall, there were fewer launches and deferment oflaunchesbydevelopersduringtheyear.

Fortheyear,TamanTasikUtama(TTU)inAyerKeroh,Melakarecorded lower revenueofRM39.8million compared to theprevious year ofRM43.1million, a year-on-year decreaseofRM3.3millionor7.7%duemainlytothedefermentofpropertylaunchings. TamanSuterainKajangdidnotlaunchanynewphasesbutsawgood takeup ratesof86.0%and96.0%in themediumcostapartmentsanddoublestoreyterracehousesrespectivelyasofendJune2009.


MTD Walkers PLC, yang disenaraikan di Bursa Saham Colombo, mencatat keuntungan yang lebih baik, sebahagiannya disebabkan kemasukan sumbangan daripada Walkers Piling Ltd pada tahun dalam tinjauan. Bahagian penggelek teh, yang telah menerima tempahan eksport untuk membekalkan mesin teh ke Vietnam dan Rwanda, dijangka menerima lebih banyak tempahan dari negara pengeluar teh yang lain.

Anak syarikat 80% milik MTDC, Northern Power Company (Private) Limited (NPC), melaksanakan penubuhan dan operasi jana kuasa 30MW di Chunnakam, Jaffna di Sri Lanka untuk membekalkan kuasa elektrik kepada penduduk di Semenanjung Jaffna. Meskipun berhadapan dengan keadaan yang rumit di kawasan itu, janakuasa itu berjaya disiapkan dalam masa kurang daripada 1½ tahun dan dilancarkan pada bulan Jun 2009. Dengan terbinanya janakuasa ini, tiada lagi catuan kuasa di Jaffna dan permintaan bagi kuasa elektrik kini dapat dipenuhi.

HARTANAH

Dalam NegaraPermintaan bagi hartanah terus menguncup disebabkan sentimen yang lemah dan kurang keyakinan pengguna. Di samping itu, pemaju juga terjejas dengan kenaikan harga tenaga dan kos pembinaan yang melambung. Keadaan ini secara keseluruhannya menyebabkan kurang pelancaran projek baru dan penangguhan pelancaran oleh pemaju sepanjang tahun dalam tinjauan.

Taman Tasik Utama (TTU) di Ayer Keroh, Melaka mencatat hasil perolehan lebih rendah RM39.8 juta berbanding RM43.1 juta pada tahun sebelumnya, susut RM3.3 juta atau 7.7%, sebahagian besarnya disebabkan penangguhan pelancaran hartanah pada tahun dalam tinjauan. Taman Sutera di Kajang tidak melancarkan sebarang fasa baru tetapi pangsapuri kos sederhana dan rumah teres dua tingkatnya masing-masing mencatat jualan 86.0% dan 96.0% setakat akhir Jun 2009.

Pembangunan hartanah mewah pertama Kumpulan di Bangsar akan dimulakan sebaik sahaja mendapat kelulusan daripada pihak berkuasa, di jangka pada separuh kedua tahun ini. Tanduk 5 Residency, yang merangkumi 5 unit rumah sesebuah empat tingkat dengan nilai pembangunan kasar (NPK) RM35.0 juta, akan dilaksanakan oleh Landview Tower Sdn Bhd. Projek pembangunan ini dijangka siap pada tahun 2011.

Projek pembangunan hartanah mewah Kumpulan seterusnya selepas Bangsar ialah di Bukit Damansara, kawasan kediaman yang menjadi rebutan di Kuala Lumpur. Tanah seluas 6 ekar dikhaskan untuk pembinaan banglo individu dengan anggaran NPK RM300.0 juta. Projek pembangunan yang dicadangkan ini sedang menunggu kelulusan daripada pihak berkuasa.




Nonetheless,thecompanycontinuesto actively seek for several largeoffice and commercial projects inthecapitalcity.Inthenearterm,costsavings measures are implementedincludingceasingquarryproductiontemporarily due to the ampleinventoryofblocks.

Waste ManagementThe Group, via its joint ventureu n i t , E - I d a m a n S d n B h d(E-Idaman), is involved in thewaste management operations in the northern region. EnvironmentIdaman Sdn Bhd, a susidiary ofE-Idaman is tasked to prepare the takeoverofsolidwastemanagementand public cleansing operationsfromalllocalauthoritiesinthenorthwithinayear.

DATO’ AZMIL KHALILI BIN DATO’ KHALIDPresident&ChiefExecutiveOfficer

The Company’s investment property, Bangunan Shell inDamansara Heights, Kuala Lumpur, performed withinexpectations.

Despitesuchmarketconditions,overallhousepricesinKlangValleyandMelaka sawmodestpriceappreciationof around4.5%,slightlybelowthe5.4%inflationrate.ThesignificantfallinthebaselendingratesandsomeofthestimulatingstepstakenbytheMinistryofHousing&LocalGovernmentandthe2009MiniBudgetarecertainlypositivefortheresidentialpropertysectorandshouldencouragepeopletobuyhomes.

AbroadTheNilaSevanaPilotPublicHousingProjectinGalleundertakenbyWinconDevelopmentCeylon(Private)Ltdisatanadvancestageofcompletion.Salesofthe1,088apartmentswithaGDVofUSD33.0millionwillbelaunchedinsecondhalfoftheyear.EarthworksinthesecondpublichousingprojectinKundasale,Kandyhascommencedandisexpectedtocompleteinthethirdquarterof2009.Theprojectcomprising696unitsofapartmentshasanestimatedGDVofUSD24.0million

TheLeedonProjectinWreckynStreet,MelbournewaslaunchedbyMetacorpAustralia Pty Ltd inMay 2008with a GDV ofAUD20.9 million. To-date, the take-up rate for the LeedonProjectisapproximately74.0%.Completionisexpectedtobeinearly2010.Profitonthesaleswillhoweverberecogniseduponcompletionoftheproject.ThenextdevelopmentinDowStreet,PortMelbournecomprising36unitsofapartmentswithanestimatedGDVofAUD21.0millionwillbelaunchedattheendoftheyear.

QuarryMTDC’squarrybusinessviaDimensiTimalSdnBhdmanagedto export some blocks to Italy, China and Thailand despitethe effect of the global financial crisis.The slowdown in thedomestic economy, meanwhile, has impacted the demandforitsfinishedslabsforofficeandcommercialdevelopments.


East West Link Expressway, Kuala Lumpur

Hartanah pelaburan Syarikat, Bangunan Shell di Bukit Damansara, Kuala Lumpur, memberikan prestasi seperti yang dijangkakan.

Meskipun dalam keadaan pasaran yang sedemikian, harga rumah di Lembah Klang dan Melaka secara keseluruhannya menyaksikan kenaikan kecil sekitar 4.5%, rendah sedikit daripada kadar inflasi 5.4%. Penurunan kadar pinjaman asas dan beberapa langkah rangsangan yang diambil oleh Kementerian Perumahan & Kerajaan Tempatan dan Belanjawan Kecil 2009 pastinya akan memberi kesan positif kepada sektor hartanah kediaman dan seharusnya menggalakkan orang ramai untuk membeli rumah.

Luar NegaraProjek Perumahan Awam Perintis NilaSevana di Galle yang dilaksanakan oleh Wincon Development Ceylon (Private) Ltd hampir siap. Jualan 1,088 unit pangsapuri dengan nilai pembangunan kasar USD33.0 juta dilancarkan pada separuh kedua tahun ini. Kerja tanah bagi projek perumahan awam kedua di Kundasale, Kandy telah dimulakan dan dijangka siap pada suku ketiga 2009. Projek yang merangkumi 696 unit pangsapuri mempunyai nilai pembangunan kasar USD24.0 juta

Projek Leedon di Wreckyn Street, Melbourne telah dilancarkan oleh Metacorp Australia Pty Ltd pada bulan Mei 2008 dengan nilai pembangunan kasar AUD20.9 juta. Setakat ini, jualan Projek Leedon sudah mencapai kira-kira 74.0%. Ia dijangka siap pada awal 2010. Bagaimanapun, keuntungan daripada jualan akan diperolehi selepas projek ini siap. Pembangunan seterusnya di Dow Street, Port Melbourne, merangkumi 36 unit pangsapuri dengan NPK AUD21.0 juta akan dilancarkan pada akhir tahun ini.

KuariPerniagaan kuari MTDC menerusi Dimensi Timal Sdn Bhd berjaya mengeksport beberapa bongkah ke Itali, China dan Thailand meskipun dunia dilanda krisis ekonomi global. Bagaimanapun, kelembapan ekonomi dalam negara telah menjejaskan permintaan bagi bidur siap untuk pembangunan pejabat dan komersil. Namun, syarikat terus mencari beberapa projek besar pembangunan pejabat dan komersial besar di ibu kota. Langkah penjimatan kos yang akan dilaksanakan tidak lama lagi termasuk menghentikan pengeluaran kuari buat sementara waktu disebabkan banyak inventori bongkah.

Pengurusan Sisa PepejalKumpulan terlibat dalam operasi pengurusan pengumpulan dan pembersihan sisa pepejal di utara menerusi unit usahasamanya, E-Idaman Sdn Bhd (E-Idaman). Environment Idaman Sdn Bhd, anak syarikat E-Idaman, ditugaskan bersedia untuk mengambil alih operasi pengurusan pengumpulan dan pembersihan sisa pepejal dan pembersihan awam daripada semua pihak berkuasa tempatan di kawasan utara dalam masa setahun.

DATO’ AZMIL KHALILI BIN DATO’ KHALIDPresiden & Ketua Pegawai Eksekutif



Taman Sutera, Kajang Taman Tasik Utama, Ayer Keroh Leedon Project, Melbourne

Overtheyears,MTDhasundertakenextensive efforts in playing its

corporateresponsibilitytothecommunityitserves.

TheGroup continues to employ thosewithhearingimpairedbutablebodiedas toll tellers.Mostof these toll tellershavestayedwiththegroupfromasearlyas its inception whilst some went onretirement.

As part of our ongoing efforts to promote safety for the community,we have alsomaintained the overheadbridges,whichwebuilt alongourhighway, to ensure safe crossing forcommuters within the vicinity. Nonmotorists were not spared as bus stopswere provided for them who travelon our highways via the publictransportation.

In2008,theGroupshiftedtothenewpremise inBatuCaves,which isequippedcomprehensivelytomaketheenvironmentmore than aworkingplaceforourdedicatedemployees.Anticipatingthatstaffmayfacedifficultiescommutingtothenewlocation,theGroupdecidedtooffer free shuttle servicebetween thehead office and strategic LRT stations.Tohelpease theburdenofstaffswithschooling children, a cash aidwasintroduced under the ‘back to school’programme.Twentystaffmembershavebeen selected to be recipients of theprogramme.

GroupCorporateResponsibility


Toll tellers with hearing impaired employed under the Group’s special citizens recruitment program

Overhead footbridges maintained and upgraded for convenience of pedestrians

Bus stops built along the highway for convenience of users using the public transportation

GroupCorporateResponsibility(contd.)

We continue to place great emphasison community relations programs.MTDorganises road safetycampaignactivitiesatourtollplazasduringallthemajor festivals as well as organisesbreaking of fast sessions with the lessfortunates and community leadersduringtheholymonthofRamadhan.

The Group also continues to carryits corporate responsibility in thecountries it operates. Among others,in the Philippines, MTD has throughpartnerships with non-government organisations continued to provide assistance to the relocated squatterstobe self-reliant.These squatterswerepreviously living under the bridgesnear to the extension of South Luzon Expressway (SLEX) but through theGroup’s resettlement programme, the30 familiesweregivennewhomes. InSri Lanka, MTD’s subsidiary, NorthernPower Company (Private) Limited hadreceived commendation from United NationsDepartmentofSafety&Securityforenhancing thepowersupply to thepeopleofJaffna24hours.Althoughthepower plant was an initial set-up, thebenefits and impact to the communitywasoverwhelmingasitlimitstheriskofpowerdisruptions.


Financial assistance for employees under the back to school program.

Community relations program with residents who live within the highway corridor.

New homes for squatters in SLEX under the Group resettlement program.

AuthorisedShareCapital : RM500,000,000 IssuedandPaid-UpShareCapital : RM300,000,000 No.ofTreasurySharesheld : 17,208,832 ClassofShares : OrdinarysharesofRM1.00each VotingRights : Onevotepershareholderonashowofhands oronevoteperordinaryshareonapoll

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings No. of % No. of % Shareholders Shares

Lessthan100 75 3.56 3,070 0.00100-1,000 448 21.27 390,082 0.141,001-10,000 1,308 62.11 5,395,320 1.9110,001-100,000 216 10.26 5,464,328 1.93100,001tolessthan5%ofissuedshares 54 2.56 140,920,764 49.835%andaboveofissuedshares* 5 0.24 130,617,604 46.19

TOTAL 2,106 100.00 282,791,168 100.00

*Netof17,208,832treasurysharesheld.

SUBSTANTIAL SHAREHOLDERS

Direct Interest Indirect Interest Shareholders No. of Shares % * No. of Shares % * NikvestSdnBhd 56,444,940 19.96 - -AlloyConsolidatedSdnBhd 64,381,364 22.77 8,406,066 (1) 2.97EmployeesProvidentFundBoard 21,541,400 7.62 - -LembagaTabungHaji 16,591,700 5.87 - -Dato’Dr.NikHussainbinAbdulRahman 516,004 0.18 134,502,924 (2) 47.56Dato’AzmilKhalilibinDato’Khalid 729,940 0.26 72,787,430 (3) 25.74HajiNikFauzibinDato’NikHussein - - 56,444,940 (4) 19.96NikFaizulbinDato’NikHussain 53,000 0.02 56,450,160 (5) 19.96DatinNikFuziahbintiDato’NikHussein - - 72,787,430 (6) 25.74RuslanSulaiman - - 72,787,430 (7) 25.74DatukMohdDomAhmad - - 72,787,430 (7) 25.74


AnalysisOfShareholdingsAsat24July2009

Notes :*Net of 17,208,832 treasury shares held.(1) Deemed interested in MTD by virtue of shares held by its wholly-owned subsidiary, Alloy Concrete Engineering Sdn Bhd.(2) Deemed interested in MTD by virtue of his and his children’s interests in Nikvest Sdn Bhd and his daughter’s interest in Alloy Consolidated Sdn Bhd and MTD shares held by his spouse and child.(3) Deemed interested in MTD by virtue of his spouse’s interest in MTD through Alloy Consolidated Sdn Bhd and Alloy Concrete Engineering Sdn Bhd.(4) Deemed interested in MTD by virtue of his interest in Nikvest Sdn Bhd.(5) Deemed interested in MTD by virtue of his interest in Nikvest Sdn Bhd and MTD shares held by his spouse.(6) Deemed interested in MTD by virtue of her interest in Alloy Consolidated Sdn Bhd and Alloy Concrete Engineering Sdn Bhd.(7) Deemed interested in MTD by virtue of their interests in Alloy Consolidated Sdn Bhd and Alloy Concrete Engineering Sdn Bhd.

AnalysisOfShareholdings(contd.)


DIRECTORS’ DIRECT AND INDIRECT INTERESTS IN SHARES IN MTD AND IN SUBSIDIARY COMPANY as at 24 July 2009

Directors HoldingCompany SubsidiaryCompany

MTD Capital Bhd MTD ACPI Engineering Berhad (“MTD”) (“MTD ACPI”) OrdinarysharesofRM1.00each OrdinarysharesofRM1.00each

Direct Interest Indirect Interest Direct Interest Indirect Interest

No.ofShares %* No.ofShares %* No.ofShares %^ No.ofShares %^

Dato’Dr.NikHussainbin (a) (c) AbdulRahman 516,004 0.18134,502,924 47.56 - - 117,269,410 50.77 (DirectorofMTDandMTDACPI) Dato’AzmilKhalilibin (b) (c) Dato’Khalid 729,940 0.26 72,787,430 25.74 - - 117,269,410 50.77 (DirectorofMTDandMTDACPI)

NikFaizulbinDato’NikHussain (d) (e) (DirectorofMTD) 53,000 0.02 56,450,160 19.96 - - 117,278,660 50.77

Dato’YuWenChieh (f) (DirectorofMTD) 30,000 0.01 56,000 0.02 - - - -

Mohd Pauzi bin Ab Hamid (DirectorofMTD) 220 # - - - - - -

NikDinbinNikSulaiman (DirectorofMTDandMTDACPI) - - - - - - - -

Shaik Mohamed bin Mohd Sahed (DirectorofMTD) 55,000 0.02 - - - - - -

Notes:-#Negligible*Net of 17,208,832 treasury shares held.^Net of 637,000 treasury shares held. (a) Deemed interested in MTD by virtue of his and his children’s interests in Nikvest Sdn Bhd and his daughter’s interest in Alloy Consolidated Sdn Bhd and MTD shares held by his spouse and child. Nikvest Sdn Bhd and Alloy Consolidated Sdn Bhd are major shareholders of MTD.(b) Deemed interested in MTD by virtue of his spouse’s interest in MTD through Alloy Consolidated Sdn Bhd and Alloy Concrete Engineering Sdn Bhd.(c) Deemed interested in MTD ACPI by virtue of his interest in MTD.(d) Deemed interested in MTD by virtue of his interest in Nikvest Sdn Bhd and MTD shares held by his spouse.(e) Deemed interested in MTD ACPI by virtue of his interest in MTD and MTD ACPI shares held by his spouse.(f) Deemed interested in MTD by virtue of MTD shares held by his spouse.

ByvirtueoftheirinterestinthesharesinMTDandpursuanttoSection6AoftheCompaniesAct,1965,Dato’Dr.NikHussainbinAbdulRahman,Dato’AzmilKhalilibinDato’KhalidandNikFaizulbinDato’NikHussainaredeemedinterestedinthesharesofallsubsidiariesofMTDtotheextentMTDhasaninterest.


AnalysisOfShareholdings(contd.)

THIRTY LARGEST SHAREHOLDERS as at 24 July 2009 (withoutaggregatingthesecuritiesfromdifferentsecuritiesaccountsbelongingtothesameperson)

No. Shareholders No. of Shares %*

1. NikvestSdnBhd 56,444,940 19.962. AlloyConsolidatedSdnBhd 21,809,614 7.713. AMMBNominees(Tempatan)SdnBhd 18,021,750 6.37 Alloy Consolidated Sdn Bhd4. EmployeesProvidentFundBoard 17,750,600 6.285. LembagaTabungHaji 16,591,700 5.876. UOBMNominees(Tempatan)SdnBhd 14,050,000 4.97 Alloy Consolidated Sdn Bhd7. AmanahRayaNominees(Tempatan)SdnBhd 12,236,100 4.33 Skim Amanah Saham Bumiputera8. HSBCNominees(Asing)SdnBhd 12,200,000 4.31 Panerai Corporate Ltd9. CIMSECNominees(Tempatan)SdnBhd 11,700,000 4.14 Transaction Opinion Sdn Bhd10. MaybanNominees(Tempatan)SdnBhd 10,500,000 3.71 Alloy Consolidated Sdn Bhd11. CIMSECNominees(Asing)SdnBhd 9,244,300 3.27 Dominguez Hills Corporation Ltd12. CIMBGroupNominees(Tempatan)SdnBhd 9,000,000 3.18 Solid Share Sdn Bhd13. CIMBGroupNominees(Tempatan)SdnBhd 7,750,634 2.74 Trident Vista Sdn Bhd14. HSBCNominees(Asing)SdnBhd 7,400,614 2.62 Kiersten Limited15. AlloyConcreteEngineeringSdnBhd 6,106,066 2.1616. TerbitBerkatSdnBhd 5,326,000 1.8817. ZuraidabintiAbuBakar 5,217,554 1.8518. AMSECNominees(Tempatan)SdnBhd 3,320,000 1.17 Tan Chee Sing19. AmanahRayaNominees(Tempatan)SdnBhd 2,635,900 0.93 Amanah Saham Malaysia20. AMMBNominees(Tempatan)SdnBhd 2,300,000 0.81 Alloy Concrete Engineering Sdn Bhd21. HSBCNominees(Tempatan)SdnBhd 2,290,800 0.81 Employees Provident Fund22. DesiranRealitiSdnBhd 1,970,892 0.7023. LembagaTabungAngkatanTentera 1,919,000 0.6824. TanKianAik 1,769,500 0.6325. KumpulanWangSimpananPekerja 1,500,000 0.5326. CartabanNominees(Tempatan)SdnBhd 1,026,500 0.36 Lim Yan Hai27. KAFTrusteeBerhad 1,000,000 0.35 Abu Talib Bin Othman28. KAFTrusteeBerhad 1,000,000 0.35 KAF Seagroatt & Campbell Berhad29. KoperasiPermodalanFeldaBerhad 876,000 0.3130. SantharaKumarA/LRamanaidu 846,500 0.30

* The analysis of shareholdings is based on the Record of Depositors as at 24 July 2009 net of 17,208,832 treasury shares held.

50 Directors’ Report

57 Statement by Directors Statutory Declaration

58 Independent Auditors’ Report

60 Income Statements

61 Balance Sheets

63 Consolidated Statement of Changes in Equity

65 Company Statement of Changes in Equity

66 Cash Flow Statements

70 Notes to the Financial Statements

Financial Statements


The Directors present their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 March 2009.

PRINCIPAL ACTIVITIES The principal activities of the Company are investment holding and provisioning of project management services.

The principal activities of the subsidiaries are disclosed in Note 15 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year other than those arising from the acquisition of subsidiaries as disclosed in Note 15.

RESULTS Group Company RM’000 RM’000 (Loss)/profit for the year (20,560) 54,393 Profit/(loss) attributable to: Equity holders of the Company 5,682 54,393 Minority interests (26,242) - (20,560) 54,393

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

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature other than the Arbitral Award received from the Republic of Chile amounting to RM30,151,546 as disclosed in Note 43(a) to the financial statements.

Directors’ Report


DIVIDENDS The amount of dividends declared and paid by the Company since 31 March 2008 were as follows: RM’000 In respect of the financial year ended 31 March 2008 as reported in the Directors’ report of that year: Final dividend of 4 sen per share less 25% taxation, on 283,202,668 ordinary shares, declared on 26 September 2008 and paid on 31 October 2008 8,496 At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 March 2009, of 5 sen per share less 25% taxation on 282,792,168 ordinary shares, amounting to a dividend payable of RM10,604,706 (3.75 sen net per ordinary share) will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained profits in the financial year ending 31 March 2010.

DIRECTORS The names of the Directors of the Company in office since the date of the last report and at the date of this report are: Dato’ Dr. Nik Hussain bin Abdul Rahman Dato’ Azmil Khalili bin Dato’ Khalid Dato’ Yu Wen Chieh Mohd Pauzi bin Ab. Hamid Nik Faizul bin Dato’ Nik Hussain Nik Din bin Nik Sulaiman Shaik Mohamed bin Mohd Sahed (Appointed on 13 November 2008) Tan Sri Dato’ Tan Chee Sing (Resigned on 12 August 2008) Dato’ Haji Idris bin Yusoff (Resigned on 1 September 2008) DIRECTORS’ BENEFITS

Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangement to which the Company was a party, whereby the Directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors or the fixed salary of a full-time employee of the Company as shown in Note 8 to the financial statements) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 40 to the financial statements.

Directors’ Report (Contd.)


DIRECTORS’ INTERESTS

According to the register of Directors’ shareholdings, the interests of Directors in office at the end of the financial year in shares in the Company and its related corporations during the financial year were as follows:

Number of ordinary shares of RM1 each 1 April 31 March 2008 Bought Sold 2009 The Company Direct Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 516,004 - - 516,004 Dato’ Azmil Khalili bin Dato’ Khalid 729,940 - - 729,940 Dato’ Yu Wen Chieh 30,000 - - 30,000 Mohd Pauzi bin Ab. Hamid 220 - - 220 Nik Faizul bin Dato’ Nik Hussain 53,000 - - 53,000 Shaik Mohamed bin Mohd Sahed 55,000 - - 55,000 Indirect Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 124,329,524 8,913,400 - 133,242,924(1)

Dato’ Azmil Khalili bin Dato’ Khalid 62,914,030 8,613,400 - 71,527,430(2)

Dato’ Yu Wen Chieh 56,000 - - 56,000(3)

Nik Faizul bin Dato’ Nik Hussain 56,450,160 - - 56,450,160(4)

(1) Deemed interested by virtue of his and his children’s interests in Nikvest Sdn. Bhd., a major shareholder of the

Company; his daughter’s interest in Alloy Consolidated Sdn. Bhd., a major shareholder of the Company; and shares held by his spouse and child.

(2) Deemed interested by virtue of his spouse’s interest in the Company through Alloy Consolidated Sdn. Bhd. and

Alloy Concrete Engineering Sdn. Bhd. (3) Deemed interested by virtue of shares held by his spouse. (4) Deemed interested by virtue of his interest in Nikvest Sdn. Bhd., a major shareholder of the Company and shares

held by his spouse.



DIRECTORS’ INTERESTS (CONTD.) Number of ordinary shares of RM0.25 each 1 April 31 March 2008 Bought Sold 2009Subsidiary - MTD InfraPerdana Bhd Direct Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 400,052 1,500,000 (1,900,052)# - Dato’ Azmil Khalili bin Dato’ Khalid 12,970 - (12,970)# - Dato’ Yu Wen Chieh 15,000 - (15,000)# - Mohd Pauzi bin Ab. Hamid 10 - (10)# - Indirect Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 878,325,708 5,980,000 (516,556,786)# 367,748,922(1)

Dato’ Azmil Khalili bin Dato’ Khalid 875,866,931 5,980,000 (514,098,009)# 367,748,922(1)

Dato’ Yu Wen Chieh 33,000 - (33,000)# - Nik Faizul bin Dato’ Nik Hussain 864,498,041 5,980,000 (502,729,119)# 367,748,922(1)

# Cancelled pursuant to the Selective Capital Repayment Exercise.

(1) Deemed interested by virtue of his interest in the Company.

Number of ordinary shares of RM0.50 each 1 April 31 March 2008 Bought Sold 2009 Subsidiary - Metacorp Berhad Direct Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 480,000 - (480,000)# - Dato’ Azmil Khalili bin Dato’ Khalid 270,000 - (270,000)# - Indirect Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 538,427,378 12,780,300 - 551,207,678(1)

Dato’ Azmil Khalili bin Dato’ Khalid 538,427,378 12,780,300 - 551,207,678(1)

Nik Faizul bin Dato’ Nik Hussain 538,472,378 12,780,300 (45,000)# 551,207,678(1)

# Cancelled pursuant to the Selective Capital Repayment Exercise.

(1) Deemed interested by virtue of his interest in the Company.



DIRECTORS’ INTERESTS (CONTD.) Number of ordinary shares of RM1 each 1 April 31 March 2008 Bought Sold 2009 Subsidiary - MTD ACPI Engineering Berhad Direct Interest Dato’ Dr. Nik Hussain bin Abdul Rahman - 24,000* (24,000) - Dato’ Azmil Khalili bin Dato’ Khalid - 13,500* (13,500) - Indirect Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 121,863,890 1,885,700 (6,480,180)^ 117,269,410(1)

Dato’ Azmil Khalili bin Dato’ Khalid 121,863,890 1,885,700 (6,480,180)^ 117,269,410(1)

Nik Faizul bin Dato’ Nik Hussain 121,870,890 1,887,950 (6,480,180)^ 117,278,660(2)

* Shares entitlement pursuant to the Selective Capital Repayment Exercise undertaken by Metacorp Berhad.

^ Transfer of Metacorp Berhad’s shares held in MTD ACPI Engineering Berhad to the shareholders of Metacorp Berhad pursuant to the Selective Capital Repayment Exercise undertaken by Metacorp Berhad.

(1) Deemed interested by virtue of their interest in the Company.

(2) Deemed interested by virtue of his interest in the Company and shares held by his spouse.

By virtue of Dato’ Dr. Nik Hussain Bin Abdul Rahman, Dato’ Azmil Khalili bin Dato’ Khalid and Nik Faizul Bin Dato’ Nik Hussain deemed interest in shares in the Company, they are deemed to have interests in the shares of all the subsidiaries of the Company to the extent the Company has an interest. The other director in office at the end of the financial year did not have any interest in shares in the Company or its related corporations during the financial year. ISSUE OF SHARES The Company has not issued any new share during the financial year. TREASURY SHARES During the financial year, the Company repurchased 1,093,800 of its issued shares from the open market at an average price of RM2.41. The total consideration paid for the repurchase including transaction costs was RM2,639,031. The treasury shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.



TREASURY SHARES (CONTD.) As at 31 March 2009, the Company held as treasury shares a total of 17,207,832 of its 300,000,000 issued ordinary shares. Such treasury shares are held at a carrying amount of RM51,686,365 and further relevant details are disclosed in Note 28(c) to the financial statements. 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 satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the Directors are not aware of any circumstances which would render:

(i) the amount written off as bad debts or the amount of the provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; and

(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

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

(e) As at the date of this report, there does not exist:

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii) any contingent liability in respect of the Group or of the Company which has arisen since the end of the

financial year.



OTHER STATUTORY INFORMATION (CONTD.)

(f) In the opinion of the Directors:

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

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.

SIGNIFICANT EVENTS

Significant events during the financial year are detailed in Notes 15, 41 and 43 to the financial statements.

SUBSEQUENT EVENT

Details of a subsequent event is disclosed in Note 42 to the financial statements.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the Directors dated 29 July 2009.

Dato’ Azmil Khalili bin Nik Din bin Dato’ Khalid Nik Sulaiman



We, Dato’ Azmil Khalili bin Dato’ Khalid and Nik Din bin Nik Sulaiman, being two of the Directors of MTD Capital Bhd., do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 60 to 200 are drawn up in accordance with applicable Financial Reporting Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2009 and of the results and cash flows 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 29 July 2009. Dato’ Azmil Khalili bin Nik Din bin Dato’ Khalid Nik Sulaiman

Statutory DeclarationPursuant To Section 169(16) Of The Companies Act,1965

I, Dato’ Azmil Khalili Bin Dato’ Khalid, being the Director primarily responsible for the financial management of MTD Capital Bhd., do solemnly and sincerely declare that the accompanying financial statements set out on pages 60 to 200 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 Dato’ Azmil Khalili bin Dato’ Khalid at Batu Caves, Selangor Darul Ehsan, Dato’ Azmil Khalili bin Malaysia on 29 July 2009. Dato’ Khalid Before me,

Statement By Directors Pursuant To Section 169(15) Of The Companies Act,1965


Report on the financial statements We have audited the financial statements of MTD Capital Bhd., which comprise the balance sheets as at 31 March 2009 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 60 to 200.

Directors’ responsibility for the financial statements The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2009 and of their financial performance and cash flows of the Group and of the Company for the year then ended.

Independent Auditors’ Report To The Members Of MTD CAPITAL BHD (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.

(b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as

auditors, which are indicated in Note 15 to the financial statements.

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

(d) The auditors’ reports on the accounts of the subsidiaries were not subject to any qualification and did not include

any comment required to be made under Section 174(3) of the Act.

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 Kua Choo Kai AF: 0039 No. 2030/03/10 (J) Chartered Accountants Chartered Accountant Kuala Lumpur, Malaysia 29 July 2009

Independent Auditors’ Report To The Members Of MTD CAPITAL BHD (CONTD.) (Incorporated in Malaysia)


Group Company 2009 2008 2009 2008 Note RM’000 RM’000 RM’000 RM’000 Revenue 3 1,156,159 1,101,396 99,867 73,969 Cost of sales 4 (955,648) (851,943) (20,978) (29,958)Gross profit 200,511 249,453 78,889 44,011 Other income 75,813 53,315 158 5,292 Selling and marketing expenses (13,850) (16,262) - - Administrative and other expenses (161,693) (88,623) (9,122) (2,756)Profit from operations 100,781 197,883 69,925 46,547 Finance costs 5 (78,586) (74,866) (15,038) (9,755)Share of results of associates 5,803 11,874 - - Share of results of jointly controlled entities 2,385 1,896 - - Profit before taxation 6 30,383 136,787 54,887 36,792 Income tax expense 9 (50,943) (50,382) (494) (11,360)(Loss)/profit for the year (20,560) 86,405 54,393 25,432 Attributable to: Equity holders of the Company 5,682 50,025 54,393 25,432 Minority interests (26,242) 36,380 - - (20,560) 86,405 54,393 25,432 Earnings per share attributable to equity holders of the Company (sen): Basic, for profit for the year 10 2.0 16.8

Income StatementsFor The Financial Year Ended 31 March 2009

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


Group Company Note 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000

ASSETS Non-current assets Property, plant and equipment 12 336,897 292,484 - - Prepaid land lease payments 13 9,856 10,100 - - Investment properties 14 79,672 82,906 - - Investments in subsidiaries 15 - - 422,170 410,497 Investments in associates 16 62,699 59,945 2,640 2,640 Investments in jointly controlled entities 17 - 1,216 - - Other investments 18 48,287 51,642 137,302 141,175 Land held for property development 19a 259,358 260,609 - - Concession assets 20 1,116,036 904,098 - - Real property assets 21 - - - - Intangible assets 22 387,962 267,659 - - Non-current receivables 24 4,198 10,677 - - Deferred tax assets 29 35,493 41,496 - - 2,340,458 1,982,832 562,112 554,312

Current assets Property development costs 19b 128,815 149,003 - - Inventories 23 120,816 118,234 - - Trade and other receivables 24 367,370 395,531 1,157,445 744,866 Amounts due from customers on contracts 25 105,294 73,399 - - Tax recoverable 16,588 17,473 1,563 114 Cash and bank balances 26 398,229 395,750 33,696 56,575 1,137,112 1,149,390 1,192,704 801,555 Non-current asset held for sale 44 8,286 1,419 - -

TOTAL ASSETS 3,485,856 3,133,641 1,754,816 1,355,867

Balance Sheets As At 31 March 2009



Group Company 2009 2008 2009 2008 Note RM’000 RM’000 RM’000 RM’000 EQUITY AND LIABILITIES Equity attributable to equity holders of the Company Share capital 27 300,000 300,000 300,000 300,000 Reserves 28 319,404 352,017 808,111 764,853 Shareholders’ equity 619,404 652,017 1,108,111 1,064,853 Minority interests 141,082 289,929 - - Total equity 760,486 941,946 1,108,111 1,064,853 Non-current liabilities Deferred tax liabilities 29 145,683 153,631 - - Borrowings 30 1,486,565 956,734 514,500 80,000 Deferred income 32 266,959 272,181 - - Subsidy account 33 1,957 1,957 - - Retirement benefit obligations 34 15,284 13,488 475 420 1,916,448 1,397,991 514,975 80,420 Current liabilities Amounts due to customers on contracts 25 6,452 37,298 - - Trade and other payables 35 498,431 474,574 101,729 165,593 Borrowings 30 296,784 272,338 30,000 45,000 Retirement benefit obligations 34 578 231 1 1 Income tax payable 6,677 9,263 - - 808,922 793,704 131,730 210,594 Total liabilities 2,725,370 2,191,695 646,705 291,014 TOTAL EQUITY AND LIABILITIES 3,485,856 3,133,641 1,754,816 1,355,867

Balance Sheets As At 31 March 2009 (Contd.)



Consolidated Statement Of Changes In Equity For The Financial Year Ended 31 March 2009

Attributable to Equity Holders of the Company Minority Total

Non-Distributable interests equity

Exchange Capital Distributable

Share Share Treasury Capital translation Revaluation redemption retained

capital premium shares reserve reserve reserve reserve profits Total

(Note 27) (Note 28) (Note 28) (Note 28) (Note 28) (Note 28) (Note 28) (Note 28)

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

At 1 April 2007 317,060 46,199 (47,671) 5,193 (9,651) 6,760 - 420,420 738,310 287,138 1,025,448

Issue of ordinary shares:

- Pursuant to ESOS 7,344 5,289 - - - - - - 12,633 - 12,633

Profit for the year - - - - - - - 50,025 50,025 36,380 86,405

Currency translation

differences - - - - 9,842 - - - 9,842 (2,195) 7,647

Acquisition of subsidiary - - - - - - - - - 533 533

Acquisition of

treasury shares - - (65,905) - - - - - (65,905) - (65,905)

Cancellation of

treasury shares (24,404) (51,488) 64,529 - - - 24,404 (13,041) - - -

Changes of equity

interest in subsidiary - - - - - - - 20,930 20,930 (36,039) (15,109)

Capital repayment

distributed to

minority interests - - - - - - - (110,132) (110,132) - (110,132)

Exercise of warrants

in subsidiary - - - 1,685 - - - - 1,685 10,498 12,183

Acquisition of treasury

shares by subsidiary - - - - - - - - - (10,287) (10,287)

Issuance of ordinary shares

by subsidiary - - - 5,663 - - - - 5,663 15,141 20,804

Issuance of ESOS

by subsidiary - - - - - - - - - 903 903

Share of associate reserve - - - 2,048 - - - - 2,048 - 2,048

Dividends (Note 11) - - - - - - - (13,082) (13,082) - (13,082)

Dividends paid to

minority interests - - - - - - - - - (12,143) (12,143)

At 31 March 2008 300,000 - (49,047) 14,589 191 6,760 24,404 355,120 652,017 289,929 941,946



Consolidated Statement Of Changes In Equity For The Financial Year Ended 31 March 2009 (Contd.)

Attributable to Equity Holders of the Company Minority Total

Non-Distributable interests equity

Exchange Capital Distributable

Share Treasury Capital translation Revaluation redemption retained

capital shares reserve reserve reserve reserve profits Total

(Note 27) (Note 28) (Note 28) (Note 28) (Note 28) (Note 28) (Note 28)

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

At 1 April 2008 300,000 (49,047) 14,589 191 6,760 24,404 355,120 652,017 289,929 941,946

Profit for the year - - - - - - 5,682 5,682 (26,242) (20,560)

Currency translation difference - - 80 (26,067) - - - (25,987) (3,378) (29,365)

Acquisition of treasury shares - (2,639) - - - - - (2,639) - (2,639)

Acquisition of subsidiary - - - 264 - - (1,437) (1,173) 6,106 4,933

Changes of equity interest in subsidiary - - - - - - - - (118,212) (118,212)

Acquisition of treasury shares by subsidiary - - - - - - - - (231) (231)

Transfer within reserves - - (1,977) - - - 1,977 - - -

Dividends (Note 11) - - - - - - (8,496) (8,496) - (8,496)

Dividends paid to minority interests - - - - - - - - (6,890) (6,890)

At 31 March 2009 300,000 (51,686) 12,692 (25,612) 6,760 24,404 352,846 619,404 141,082 760,486



Company Statement Of Changes In Equity For The Financial Year Ended 31 March 2009


Non-distributable Capital Distributable Share Share Treasury redemption retained capital premium shares reserve profits Total (Note 27) (Note 28) (Note 28) (Note 28) (Note 28) RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Company At 1 April 2007 317,060 46,199 (47,671) - 790,187 1,105,775 Issue of ordinary shares: - Pursuant to ESOS 7,344 5,289 - - - 12,633 Acquisition of treasury shares - - (65,905) - - (65,905)Cancellation of treasury shares (24,404) (51,488) 64,529 24,404 (13,041) - Profit for the year - - - - 25,432 25,432 Dividends (Note 11) - - - - (13,082) (13,082)At 31 March 2008 300,000 - (49,047) 24,404 789,496 1,064,853 At 1 April 2008 300,000 - (49,047) 24,404 789,496 1,064,853 Acquisition of treasury shares - - (2,639) - - (2,639)Profit for the year - - - - 54,393 54,393 Dividends (Note 11) - - - - (8,496) (8,496)At 31 March 2009 300,000 - (51,686) 24,404 835,393 1,108,111


Cash Flow Statements For The Financial Year Ended 31 March 2009

Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation 30,383 136,787 54,887 36,792 Adjustments for: Amortisation of: - concession assets 34,245 27,729 - - - deferred income (5,222) (4,578) - - Depreciation of investment properties 1,201 1,155 - - Amortisation of prepaid land lease payments 244 244 - - Depreciation of property, plant and equipment 30,247 26,889 - - Negative goodwill (7,252) (5,056) - - Bad debts written off/(back) 41 (2,494) - (2,677) Dividend income (26) (385) (72,277) (32,194) Loss/(gain) on disposal of property, plant and equipment 335 (2,068) - - Gain on disposal of equity interest in subsidiaries - (5,262) - (3) Gain on disposal of investments - (6,337) - - Interest expense 78,586 74,866 15,038 9,755 Interest income (8,696) (20,980) (1,854) (4,559) Impairment of other investments 64 256 - - Impairment of property, plant and equipment 535 1,100 - - Impairment of land held for property development 17,740 - - - Impairment of intangibles 279 11,000 - - Impairment of investment properties 1,086 - - - Impairment of jointly controlled entities 3,353 - - - Property, plant and equipment written off 74 2,437 - - Reversal for specific doubtful debts - (609) - - Provision/(reversal) of doubtful debts 9,697 (3,439) 4,110 - Provision for retirement benefits 1,864 1,504 55 52 Provision for foreseeable loss 11,443 - - -


Cash Flow Statements (Contd.) For The Financial Year Ended 31 March 2009

Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM OPERATING ACTIVITIES (CONTD.) Adjustments for (contd.): Reversal of provision for legal fee (1,450) - - - Reversal of provision for liquidated ascertained damages (1,795) - - - Provision for obsolete stock 72 - - - Share of associates’ profits (5,803) (11,874) - - Share of jointly controlled entity’s profit (2,385) (1,896) - - Inventories written off 2,373 726 - - Provision of (gain)/loss of an unincorporated joint venture (175) 206 (175) 206 Unrealised loss/(gain) on foreign exchange - - 410 (2,370)Operating profit before working capital changes 191,058 219,921 194 5,002 Working capital changes: Decrease/(increase) in inventories 188 (15,796) - - Decrease/(increase) in receivables 29,918 (38,821) 227 (78,554) Increase/(decrease) in payables 27,476 20,943 (1,835) 493 Decrease/(increase) in property development expenditure 8,745 (28,418) - - Cash generated from/(used in) operations 257,385 157,829 (1,414) (73,059)Retirement benefits paid (300) (211) - - Interest paid (78,586) (74,866) (10,388) (10,564)Interest received 8,696 20,980 1,730 4,590 Net tax (paid)/refunded (54,287) (27,068) (1,846) 2,393 Net cash generated from/(used in) operating activities 132,908 76,664 (11,918) (76,640) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of investment in associates (2,179) - - - Purchase of investment in jointly controlled entity (50) - - -



Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM INVESTING ACTIVITIES (CONTD.) Purchase of investments - (6,435) - - Purchase of investment property - (6,639) - - Purchase of property, plant and equipment (65,267) (42,416) - - Purchase of land held for property development (26,484) (74,038) - - Proceeds from disposal of investments - 8,656 - - Proceeds from disposal of equity interest in subsidiaries - 20,300 - 4 Net cash inflow from disposal of asset held for sale 1,588 - - - Proceeds from capital reduction by subsidiary - - - 282,332 Proceeds from disposal of property, plant and equipment 3,943 4,880 - - Acquisition of subsidiary, net of cash acquired (17,799) (19,541) - - Acquisition of concession assets (252,294) (124,761) - - Acquisition of additional investment in subsidiaries (11,673) (65,363) (11,673) (65,363)Acquisition of additional investment in subsidiaries via capital repayment (247,601) - - - Advances to subsidiaries - - (479,833) (18,727)Advances to jointly controlled entity (12,750) (3,675) - - Dividends received from subsidiaries - - 72,180 23,542 Net cash (used in)/generated from investing activities (630,566) (309,032) (419,326) 221,788 CASH FLOW FROM FINANCING ACTIVITIES Proceeds from exercise of ESOS - 12,633 - 12,633 Proceeds from issuance of shares - 22,201 - - Proceeds from exercise of ESOS by subsidiary - 768 - -



Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM FINANCING ACTIVITIES (CONTD.) Proceeds from exercise of subsidiary’s warrants - 12,147 - - Drawdown of term loans 491,250 - 434,500 - Payment for Islamic Notes - (25,000) - - Drawdown of Islamic Medium Term Notes - 600,000 - - Payment for finance lease liabilities (1,663) (1,227) - - Uplift of sinking fund - 27,090 - - Net increase/(decrease) in other short term borrowings 14,176 (390,968) (15,000) (155,000)Dividends paid (8,496) (13,082) (8,496) (13,082)Dividends paid to minority shareholders (6,890) (12,143) - - Advances from subsidiaries - - - 3,241 Capital repayment refunded to minority shareholders - (110,132) - - Acquisition of subsidiary’s treasury shares (380) (21,593) - - Acquisition of treasury shares (2,639) (65,905) (2,639) (65,675)Net cash generated from/(used in) financing activities 485,358 34,789 408,365 (217,883) NET DECREASE IN CASH AND CASH EQUIVALENTS (12,300) (197,579) (22,879) (72,735)EFFECTS OF EXCHANGE RATE CHANGES 767 (2,274) - - CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR 382,388 582,241 56,575 129,310 CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR (NOTE 26) 370,855 382,388 33,696 56,575



Notes To The Financial Statements 31 March 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 registered office of the Company is located at 1, Jalan Batu Caves, 68100 Batu Caves, Selangor Darul Ehsan.

The principal activities of the Company are investment holding and provisioning of project management services. The principal activities of the subsidiaries are disclosed in Note 15 to the financial statements. There have been no significant changes in the nature of the principal activities during the financial year other than those arising from the acquisition of subsidiaries as disclosed in Note 15.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on 29 July 2009.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Preparation

The financial statements comply with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards (FRSs) in Malaysia. At the beginning of the current financial year, the Group and the Company had adopted new and revised FRSs which are mandatory for financial periods beginning on or after 1 July 2007 as described fully in Note 2.3.

The financial statements of the Group and of the Company have also been prepared on a historical cost basis.

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except when otherwise indicated.

2.2 Summary of Significant Accounting Policies

(a) Subsidiaries and Basis of Consolidation

(i) Subsidiaries

Subsidiaries are entities over which the Group has the ability to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity.

In the Company’s separate financial statements, investments in subsidiaries are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.


Notes To The Financial Statements (Contd.)31 March 2009

2. SIGNIFICANT ACCOUNTING POLICIES (CONTD.)

2.2 Summary of Significant Accounting Policies (Contd.)

(a) Subsidiaries and Basis of Consolidation (Contd.)

(ii) Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the balance sheet date. The financial 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 financial statements, intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for like transactions and events in similar circumstances.

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

Minority interests represent the portion of profit 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’ identifiable assets and liabilities at the acquisition date and the minorities’ share of change in the subsidiaries’ equity since then.




(b) Associates

Associates are entities in which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not in control or joint control over those policies.

Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting. Under the equity method, the investment in associate is carried in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Group’s share of net assets of the associate. The Group’s share of the net profit or loss of the associate is recognised in the consolidated profit or loss. Where there has been a change recognised directly in the equity of the associate, the Group recognises its share of such changes. In applying the equity method, unrealised gains and losses on transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associate. The associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate.

Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s profit or loss in the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any long-term interests that, in substance, form part of the Group’s net investment in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

The most recent available audited financial statements of the associates are used by the Group in applying the equity method. Where the dates of the audited financial statements used are not coterminous with those of the Group, the share of results is arrived at from the last audited financial statements available and management financial statements to the end of the accounting period.

Uniform accounting polices are adopted for like transactions and events in similar circumstances.

In the Company’s separate financial statements, investments in associates 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 profit or loss.





(c) Jointly Controlled Entities

The Group has an interest in a joint venture which is a jointly controlled entity. A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control, and a jointly controlled entity is a joint venture that involves the establishment of a separate entity in which each venturer has an interest.

Investment in jointly controlled entities are accounted for in the consolidated financial statements using the equity method of accounting as described in Note 2.2(b).

In the Company’s separate financial statements, investments in jointly controlled entities 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 profit or loss.

(d) Intangible Assets

Goodwill

Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill on acquisition prior to 1 April 2000 was based on book values of net identifiable assets of subsidiaries and associates, as it was impracticable to determine the fair values of net identifiable assets acquired then.

Goodwill in respect of business combination, 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.

The excess of the Group’s interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition over the cost of acquisition is directly recognised in the income statement.




2.2 Summary of Significant Accounting Policies (Contd.) (e) Property, Plant and Equipment and Depreciation

Property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Subsequent to recognition, property, plant and equipment except for freehold land are stated at cost less accumulated depreciation and any accumulated impairment losses.

Freehold land has an unlimited useful life and therefore is not depreciated. Capital work in progress consists of a building under construction/installation for intended use as administration facilities and power generating plant under construction. No depreciation is charged in respect of these capital expenditures until they are available for use. 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: Buildings 1.6% - 3% Motor vehicles 20% - 33% Plant and machinery 7% - 50% Furniture, fittings and equipment 10% - 50%

The residual values, useful life and depreciation method are reviewed at each financial 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 benefits 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 benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in profit or loss.




2.2 Summary of Significant Accounting Policies (Contd.) (f) 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 cost less accumulated depreciation and any accumulated impairment loss.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year in which they arise.

(g) Land Held for Property Development and Property Development Costs

(i) Land Held for Property Development

Land held for property development consists of land where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle. Such land is classified within non-current assets and is stated at cost less any accumulated impairment losses.

Land held for property development is reclassified as development properties at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle.

(ii) Property Development Costs

Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the income statement by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs.

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

Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately.





(g) Land Held for Property Development and Property Development Costs (Contd.)

(ii) Property Development Costs (Contd.)

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

The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in the income statement is classified as progress billings within trade payables.

(h) Construction Contracts

Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs.

Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

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

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

(i) Impairment of Non-Financial Assets

The carrying amounts of the Group’s assets, other than investment property, construction contract assets, property development costs, inventories, deferred tax assets and non-current assets (or disposal groups) held for sale, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated to determine the amount of impairment loss.

For goodwill, assets that have an indefinite 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 identified.






(i) Impairment of Non-Financial Assets (Contd.)

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 flows 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 Group’s CGUs, or groups of CGUs, that are expected to benefit 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 asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. 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 first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

An impairment loss is recognised in profit or loss in the period in which it arises.

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 asset’s 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 profit or loss.

(j) Inventories

Inventories are stated at lower of cost and net realisable value.

Inventories of completed properties, heavy equipment and light engineering equipment are valued on the basis of specific identification and all other inventories are valued on a weighted average basis. The cost of raw materials comprises costs of purchase plus incidental expenses incurred in bringing the inventories to their present location and condition. The costs of finished goods and work-in-progress comprise raw materials, direct labour and appropriate proportions of factory overheads. The cost of unsold properties comprises costs associated with the acquisition of land, direct costs and appropriate proportions of common costs.

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.





(k) 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 classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interests, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

(i) Cash and Cash Equivalents

For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at bank, deposits at call, short term highly liquid investments and fixed deposits pledge to financial instituition which have an insignificant risk of changes in value, net of outstanding bank overdrafts.

(ii) Other Non-Current Investments

Non-current investments other than investments in subsidiaries, associates and jointly controlled entities are stated at cost less impairment losses. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in profit or loss.

(iii) Marketable Securities

Marketable securities are carried at the lower of cost and market value, determined on an aggregate basis. Cost is determined on the weighted average basis while market value is determined based on quoted market values. Increases or decreases in the carrying amount of marketable securities are recognised in profit or loss. On disposal of marketable securities, the difference between net disposal proceeds and the carrying amount is recognised in profit or loss.

(iv) Receivables

Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date.

(v) Payables

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.





(k) Financial Instruments (Contd.)

(vi) Interest Bearing Loans and 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.

(vii) Equity Instruments

Ordinary shares are classified 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.

The consideration paid, including attributable transaction costs on repurchased ordinary shares of the Company that have not been cancelled, are classified as treasury shares and presented as a deduction from equity. No gain or loss is recognised in profit or loss on the sale, re-issuance or cancellation of treasury shares. When treasury shares are reissued by resale, the difference between the sales consideration and the carrying amount is recognised in equity.

(l) Deferred Income

Deferred income comprises fees received from third parties as advance payments for future rights to operate petrol kiosks located besides the Kuala Lumpur-Karak Highway and East Coast Expressway Phase 1 and is recognised on a straight line basis over twenty five (25) years and twenty eight (28) years respectively.

Deferred income also consists of the waiver of the Government Support Loan and net cash compensation received from the Government. This deferred income is amortised based on the following formula:

Cumulative Toll Revenue To Date X Cumulative Government - Accumulated Projected Total Toll Revenue Of The Support Loan and Net Amortisation To Concession Cash Compensation Date From Government

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2. SIGNIFICANT ACCOUNTING POLICIES (CONTD.) 2.2 Summary of Significant Accounting Policies (Contd.)

(m) Concession Assets

Concession assets are stated at cost less accumulated amortisation and impairment losses.

The Group has the following concession assets and the respective concession period, unless extended shall be as follows:

Toll Road Expiry date Kuala Lumpur - Karak Highway 27 July 2032East Coast Expressway Phase 1 31 December 2032East-West Link Expressway and Sg. Besi Expressway 31 May 2018South Luzon Expressway, Philippines # (i)Jalan Tol Cibitung-Cilincing, Indonesia # (ii)Guangxi Yangshuo to Luzhai Expressway # (iii)

# Construction of the toll road is still on-going, hence no amortisation of the said concession assets is

recognised in the current year’s profit or loss. (i) The concession period is approximately 27 years from the start of commercial operations.

(ii) The concession period is approximately 35 years from the start of commercial operations.

(iii) The concession period is approximately 29 years and 4 months from the start of commercial

operations.

Costs of the concession assets comprise expressway development expenditure, heavy repair and system development expenditure which are explained below: (i) Expressway Development Expenditure

The respective cumulative actual expressway development expenditure incurred is amortised over

the respective concession periods upon completion of the construction phase of the project and commencement of toll revenue based on the following formula:

Cumulative Toll Revenue To Date X Cumulative Actual - Accumulated Projected Total Toll Revenue Of Development Amortisation The Concession Expenditure To Date


[ [



(m) Concession Assets (Contd.)

(i) Expressway Development Expenditure (Contd.)

The projected total toll revenue of the concession is based on the best estimate traffic volumes as

described further in Note 2.5(b)(v), taking into account the minimum toll rates as provided for in the concession agreement.

Where the recoverable amount of the concession asset is less than its net carrying amount, an impairment loss is recognised as an expense in the income statement, through a provision for impairment.

(ii) Heavy repairs

Heavy repairs expenditure is capitalised only if such expenditure is expected to generate long term benefits to the expressways and is amortised on a straight line basis over 7 years.

(iii) Systems development expenditure

Systems development expenditure relates to the design and development of the systems in connection with the concession. The systems development expenditure is amortised on a straight line basis over 10 years.

(n) Leases

(i) Classification

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and

rewards incidental to ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purposes of lease classification. All leases that do not transfer substantially all the risks and rewards are classified as operating leases, with the following exceptions:

- Property held under operating leases that would otherwise meet the definition of an investment property is classified as an investment property on a property-by-property basis and, if classified as investment property, is accounted for as if held under a finance lease (Note 2.2(f)); and

- Land held for own use under an operating lease, the fair value of which cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a finance lease, unless the building is also clearly held under an operating lease.




(n) Leases (Contd.)

(ii) Finance leases - the Group as lessee

Assets acquired by way of hire purchase or finance 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 Group’s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amount of such assets.

Lease payments are apportioned between the finance 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 profit or 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(e).

(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 benefit 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.

Leasehold land is amortised over the period of the respective leases ranging from 40 to 99 years. In this connection, long term leasehold land refers to land with unexpired lease tenure of 50 years and above.




(n) Leases (Contd.)

(iv) Operating Leases - the Group as lessor

Assets leased out under operating leases are presented on the balance sheets 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(t)(vi)). 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.

(o) 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 specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

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

(p) Income Tax

Income tax on the profit 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 profit 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 profit 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 negative 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 profit nor taxable profit.

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 profit or loss for the period, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or the amount of any excess of the acquirer’s interest is the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the combination.




(q) Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect 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 reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as finance cost.

(r) Employee Benefits

(i) Short Term Benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined Contribution Plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed 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 sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years. Such contributions are recognised as an expense in the profit or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”). Some of the Group’s foreign subsidiaries also make contributions to their respective countries’ statutory pension schemes.

(iii) Defined Benefit Plan

The Group operates an unfunded, defined benefit Retirement Benefit Scheme (“the Scheme”) for its eligible employees. The Group’s obligation under the Scheme, calculated using the Projected Unit Credit Method, is determined based on a triennial actuarial valuation by an independent actuary, through which the amount of benefit that employees have earned in return for their service in the current and prior years is estimated. That benefit is discounted in order to determine its present value.




(r) Employee Benefits (Contd.)

(iii) Defined Benefit Plan (Contd.)

Actuarial gains and losses are recognised as income or expense over the expected average remaining working lives of the participating employees when the cumulative unrecognised actuarial gains or losses for the Scheme exceed 10% of the higher of the present value of the defined benefit obligation and the fair value of plan assets. Past service costs are recognised immediately to the extent that the benefits are already vested, and otherwise are amortised on a straight-line basis over the average period until the amended benefits become vested.

The amount recognised in the balance sheet represents the present value of the defined benefit obligations adjusted for unrecognised actuarial gains and losses and unrecognised past service costs, and reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to the net total of any unrecognised actuarial losses and past service costs, and the present value of any economic benefits in the form of refunds or reductions in future contributions to the plan.

(iv) Share Based Compensation

The Group’s Employees’ Share Options Scheme (“ESOS”), an equity-settled, share-based compensation plan, allows the eligible Group’s employees and Directors to acquire ordinary shares of the Company. The total fair value of share options granted to employees is recognised as an employee cost with a corresponding increase in the share option reserve within equity over the vesting period and taking into account the probability that the options will vest. The fair value of share options is measured at grant date, taking into account, if any, the market vesting conditions upon which the options were granted but excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable on vesting date.

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

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




(s) Foreign Currencies

(i) Functional and Presentation Currency

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

(ii) Foreign Currency Transactions

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded in the functional currencies using the exchange rates prevailing at the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated 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 retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operation.

Exchange differences arising on monetary items that form part of the Group’s 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 profit or loss.

Exchange differences arising on monetary items that form part of the Group’s 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 profit or loss for the period. Exchange differences arising on monetary items that form part of the Company’s net investment in foreign operation, regardless of the currency of the monetary item, are recognised in profit or loss in the Company’s financial statements or the individual financial statements of the foreign operation, as appropriate.

Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the retranslation 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.




(s) Foreign Currencies (Contd.)

(iii) Foreign Operations

The results and financial position of foreign operations that have a functional currency different from the presentation currency (RM) of the consolidated financial statements are translated into RM as follows:

- 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. Goodwill and fair value adjustments which arose on the acquisition of foreign subsidiaries before 1 January 2006 are deemed to be assets and liabilities of the parent company and are recorded in RM at the rates prevailing at the date of acquisition.

(t) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Sale of Properties Under Development and Property Stocks

Revenue from sale of properties is accounted for by the stage of completion method as described in Note 2.2(g)(ii).

Revenue from sale of property stocks is recognised when significant risks and rewards have been passed to the purchasers.

(ii) Construction Contracts

Revenue from construction contracts is accounted for by the stage of completion method as described in Note 2.2(h).




(t) Revenue Recognition (Contd.)

(iii) Sale of Goods

Revenue is recognised net of sales taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(iv) Revenue from Services

Revenue from services is recognised net of indirect taxes and discounts as and when the services are performed.

(v) Toll Revenue

Toll collection is recognised on a receipt basis and ancillary income is recognised on an accrual basis.

The compensation from the Government for any reduction in toll collection as a consequence of restriction imposed on the increase in unit toll rate is recognised as revenue on an accrual basis.

(vi) 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.

(vii) Interest Income

Interest income is recognised on an accrual basis using the effective interest method.

(viii)Dividend Income

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

(ix) Project Management

Revenue from project management is recognised upon performance of services.

(x) Energy Income

Revenue from energy income is recognised in the accounting period in which the services are rendered or performed.




(u) Share Buy-back

Shares repurchased are held as treasury shares and are accounted for using the treasury stock method. Under the treasury stock method, the shares repurchased are not cancelled but are held as treasury shares. The treasury shares are carried at cost.

The consideration paid, including any attributable transaction cost on repurchased shares of the Company that have not been cancelled, are classified as treasury shares and presented as a deduction from equity. No gain or loss is recognised in the income statement on the sale, re-issuance or cancellation of treasury shares. When treasury shares are reissued by resale, the difference between the sales consideration and the carrying amount is recognised in equity.

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

(v) Non-current Assets (or Disposal Groups) Held for Sale and Discontinued Operation

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary.

Immediately before classification as held for sale, the measurement of the non-current assets (or all the assets and liabilities in a disposal group) is brought up-to-date in accordance with applicable FRSs. Then, on initial classification as held for sale, non-current assets or disposal groups (other than investment properties, deferred tax assets, employee benefits assets and financial assets) are measured in accordance with FRS 5 that is at the lower of carrying amount and fair value less costs to sell. Any differences are included in profit or loss.

A component of the Group is classified as a discontinued operation when the criteria to be classified as held for sale have been met or it has been disposed and such a component represents a separate major line of business or geographical area of operations, is part of a single co-ordinated major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale.



2. SIGNIFICANT ACCOUNTING POLICIES (CONTD.) 2.3 Changes in Accounting Policies, Effects and Changes in Comparatives Arising from Adoption of New and

Revised FRSs

On 1 April 2008, the Group and the Company adopted the following new/revised and amendment to FRSs mandatory for the financial period beginning on or after 1 July 2007. FRS 107 - Cash Flow Statements FRS 111 - Construction Contracts FRS 112 - Income Taxes FRS 118 - Revenue FRS 120 - Accounting for Government Grant and Disclosure of Government Assistance FRS 121 - The Effects of Changes in Foreign Exchange Rates - Net Investment in Foreign Operations FRS 134 - Interim Financial Reporting FRS 137 - Provisions, Contingent Liabilities and Contingent Assets Amendments to FRS 121 - The Effects of Changes in Foreign Exchange Rates - Net Investment in a Foreign Operation IC Interpretation 1 - Changes in Existing Decommissioning, Restoration and Similar Liabilities IC Interpretation 2 - Members’ Shares in Co-operative Entities and Similar Instruments IC Interpretation 5 - Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds IC Interpretation 6 - Liabilities arising from Participating in a Specific Market: Waste Electrical and Electronic Equipment IC Interpretation 7 - Applying the Restatement Approach under FRS 1292004 - Financial Reporting in Hyperinflationary Economies IC Interpretation 8 - Scope of FRS 2

The revised FRS, amendment to FRS and Interpretations above do not have any significant impact on the financial statements of the Group and of the Company.




2.4 Standards and Interpretations Issued but Not Yet Effective At the date of authorisation of these financial statements, the following new FRSs and Interpretations were issued but not yet effective and have not been applied by the Group and the Company:

Effective for financial periods beginning on or after

FRSs and Interpretations FRS 7: Financial Instruments: Disclosures 1 January 2010FRS 8: Operating Segments 1 July 2009FRS 139: Financial Instruments: Recognition and Measurement 1 January 2010 IC Interpretation 9: Reassessment of Embedded Derivatives 1 January 2010IC Interpretation 10: Interim Financial Reporting and Impairment 1 January 2010

2.5 Significant Accounting Estimates and Judgements (a) Critical Judgements Made in Applying Accounting Policies

The judgement made by management in the process of applying the Group’s accounting policies that has the most significant effect on the amounts recognised in the financial statements is: Operating Lease Commitments - the Group as Lessor

The Group has entered into commercial property leases on its investment property portfolio. The Group has determined that it retains all the significant risks and rewards of ownership of these properties which are leased out on operating leases.

(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 significant risks of causing material adjustments to the carrying amounts of assets and liabilities within the next financial 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 flows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amounts of goodwill as at 31 March 2009 were RM387,962,000 (2008: RM267,659,000). Further details are disclosed in Note 22.



2. SIGNIFICANT ACCOUNTING POLICIES (CONTD.) 2.5 Significant Accounting Estimates and Judgements (Contd.)

(b) Key Sources of Estimation Uncertainty (Contd.)

(ii) Construction contracts

The Group recognises construction contracts revenue and expenses in the income statement by using the stage of completion method. The stage of completion is determined by the proportion that construction costs incurred for work performed to date bear to the estimated total construction costs.

Significant judgement is required in determining the stage of completion, the extent of the construction costs incurred, the estimated total construction revenue and costs, as well as the recoverability of the construction projects. In making the judgement, the Group evaluates based on experience and by relying on the work of specialists.

(iii) Property development

The Group recognises property development revenue and expenses in the income statement by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs.

Significant judgement is required in determining the stage of completion, the extent of the property development costs incurred, the estimated total property development revenue and costs, as well as the recoverability of the development projects. In making the judgement, the Company evaluates based on experience and by relying on the work of specialists.

(iv) Useful lives of property, plant and equipment

The Group estimates the useful lives of property, plant and equipment based on the period over which the assets are expected to be available for use. The estimated useful lives of property, plant and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of property, plant and equipment are based on the internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in factors mentioned above. The amounts and timings of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the property, plant and equipment would increase the recorded expenses and decrease the non-current assets.





(v) Amortisation of expressway development expenditure and deferred income The development expenditure and deferred income are amortised over the traffic volume or use, up to balance sheet date using the formulae as noted in Note 2.2(m)(i) and Note 2.2(l), respectively. Significant estimation judgement used to determine the projected total toll revenue for the concession period for the purpose of amortisation is as follows:

Kuala Lumpur - Karak Highway and East Coast Expressway Phase 1

In making the estimates, the Group projected the total toll revenue from financial year 2010 until 2032 based on 3% growth rate for Kuala Lumpur-Karak Highway; and an average growth rate of 6% for East Coast Expressway Phase 1 from financial year ending 2010 until financial year ending 2020 and 5% thereafter until the end of concession in financial year 2032.

East-West Link Expressway and Sungei Besi Expressway

Evaluation is based on total actual toll revenue collected for both East-West Link Expressway and Sungei Besi Expressway up to balance sheet date and assume a growth projection of 2% until the end of concession in financial year 2018.

A 1% difference in the estimated toll revenue would result in approximately 0.64% to 13.23% variance of the amortisation of concession assets and deferred income of the Group.

(vi) Amortisation of heavy repairs and system development expenditure

Heavy repairs and system development expenditure are amortised on a straight-line basis over the assets’ useful lives. Management estimates the useful lives of these assets to be within 7 to 10 years respectively. These are common life expectancies in the toll concession industry. Changes in the expected level of usage of the toll roads and technological developments could impact the economic useful lives and the residual values of these assets, therefore future amortisation charges could be revised.

(vii) Income taxes

Significant estimation is involved in determining the group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.





(viii)Deferred tax assets

Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent that it is probable that taxable profit will be available against which the losses and capital allowances can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

(ix) Provision for liabilities

Provision for commitment in respect of anticipated losses arising from guarantees given for loan granted to certain subsidiaries are recognised after taking into account the following: (a) Total potential liabilities including the interest accruing up to the balance sheet date. Proof of

liabilities is based on actual guarantees issued or contractual agreements signed.

(b) The estimated recoverable amount of the securities pledged based on the latest information available.

(c) The likelihood of the outcome of the litigation, if any, based on the facts of the matters and legal

avenue available to the Group.

(x) Contingent liabilities

The contingent liabilities of the Company are principally the possible obligations arising from guarantees given for loans granted to certain subsidiaries which are not recognised in the accounts as the crystallization of the contingent liabilities is not probable. Whilst certain lenders had initiated legal actions to recover from the Company as guarantor, the Directors are of the opinion that adequate provisions had been accounted for based on the legal opinion sought.

Further details are disclosed in Note 38.





(xi) Impairment of property, plant and equipment

Assets are tested for impairment when indications of potential impairment exist. Indicators of impairment which could trigger an impairment review include evidence of obsolescence or physical damage, a significant fall in market values, significant underperformance relative to historical or projected future operating results, significant changes in the use of assets or the strategy of the business, and significant adverse industry or economic changes. Recoverable amounts of assets are based on management’s estimates and assumptions of the net realisable value, cash flows arising from the future operating performance and revenue generating capacity of the assets and CGUs, and future market conditions. Changes in circumstances may lead to changes in estimates and assumptions, and result in changes to the recoverable amounts of assets and impairment losses needed.

(xii) Provision for liquidated ascertained damages

The provision for liquidated ascertained damages is recognised for expected liquidated damages claims based on the terms and expected date of hand over of the properties to the purchasers as stipulated in the applicable sale and purchase agreements.

Significant estimation is required in determining the expected date of hand over of the properties. In making the estimation, the Group evaluates by relying on the work of the engineers, quantity surveyors and architects.



3. REVENUE

Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000

Construction contract revenue 486,063 517,490 - - Property development revenue 75,522 31,610 - - Sale of completed properties 13,638 6,287 - - Toll revenue 291,541 277,465 - - Dividend income 26 385 72,277 32,194 Rental income 16,982 12,937 - - Interest income - - 1,854 4,559 Sales of goods 202,305 213,574 - - Energy income 312 - - - Project management 69,770 41,648 25,736 37,216 1,156,159 1,101,396 99,867 73,969

4. COST OF SALES


Construction contract costs 514,359 508,111 - - Property development costs 83,794 22,752 - - Reversal of provision for cost to completion (450) (3,594) - - Provision for foreseeable loss 11,443 - - - Reversal of provision for foreseeable loss - (2,137) - - Cost of completed properties 10,494 4,982 - - Toll management costs 114,308 110,007 - - Rent of properties and related expenses 3,141 (850) - - Cost of goods sold 174,379 180,259 - - Energy cost 533 - - - Project management 43,647 32,413 20,978 29,958 955,648 851,943 20,978 29,958

In prior year, included in rent of properties and related expenses was reversal of provision for restoration cost of RM1,125,000.



5. FINANCE COSTS


Interest expense on:Term loans 28,284 19,894 12,770 3,776 Revolving credits and banker’s acceptance 11,967 16,638 2,267 5,960 Hire purchase and finance lease liabilities 419 175 - - Medium term notes 5,459 6,067 - - Islamic medium term notes 32,190 32,190 - - Other borrowings 720 587 1 19

Share of profit margin on Islamic Notes - 563 - - 79,039 76,114 15,038 9,755 Less interest expense capitalised

in qualifying assets: - construction contracts (Note 25) (176) (639) - - - property development costs (Note 19 (b)) (277) (609) - - 78,586 74,866 15,038 9,755

6. PROFIT BEFORE TAXATION The following amounts have been included in arriving at profit before tax:


Employee benefits expense (Note 7) 60,264 55,932 761 579 Executive directors emoluments excluding benefit in kind (Note 8) 2,033 1,911 49 54 Non-executive directors emoluments excluding benefit in kind (Note 8) 428 199 159 155 Auditors’ remuneration: - statutory audit fee: current year 961 743 40 25 underprovided in prior year 120 60 15 16 - non-statutory audit fees 174 265 50 120



6. PROFIT BEFORE TAXATION (CONTD.)


Depreciation of investment properties (Note 14) 1,201 1,155 - - Amortisation of concession assets (Note 20) 34,245 27,729 - - Property, plant and equipment written off 74 2,437 - - Depreciation of property, plant and equipment (Note 12) 30,247 26,889 - - Amortisation of prepaid land lease payments (Note 13) 244 244 - - Impairment of other investments 64 256 - - Impairment of land held for property development (Note 19(a)) 17,740 - - - Hire of plant and equipment 188 3,335 - - Reversal of specific doubtful debts - (609) - - Bad debts written off/(back) 41 (2,494) - (2,677) Provision/(reversal) of doubtful debts 9,697 (3,439) 4,110 - Rental of premises 782 565 - - Rental of office equipment 883 344 - - Amortisation of deferred income (Note 32) (5,222) (4,578) - - Loss/(gain) on disposal of property, plant and equipment 335 (2,068) - - Gain on disposal of investment - (6,337) - - Gain on disposal of equity interest in subsidiaries - (5,262) - (3) Interest income (8,696) (20,980) - - Realised loss on foreign exchange 1,064 23 339 15 Arbitral award received from Republic of Chile (30,152) - - - Negative goodwill recognised (Note 22) (7,252) (5,056) - - Unrealised loss/(gain) on foreign exchange - - 410 (2,370) Rental income of premises (228) (225) - - Impairment of jointly controlled entity 3,353 - - - Impairment of investment properties (Note 14) 1,086 - - - Impairment of intangibles (Note 22) 279 11,000 - - Impairment of property, plant and equipment (Note 12(c)) 535 1,100 - - Reversal of provision for legal fee (1,450) - - - Reversal of provision for liquidated ascertained damages (1,795) - - - Provision for obsolete stock 72 - - - Inventories written off 2,373 726 - -



7. EMPLOYEE BENEFITS EXPENSE


Wages and salaries` 48,205 45,750 558 467 Social security costs 141 130 5 5 Pension costs - Defined contribution plans 5,156 4,615 67 55 Other benefits 4,898 3,933 76 - Increase in liability for defined benefit plan (Note 34) 1,864 1,504 55 52 60,264 55,932 761 579

The above staff costs exclude directors’ emoluments, details of which are provided in Note 8.

8. DIRECTORS’ REMUNERATION


Directors of the Company

Executive: Salaries and other emoluments 1,208 1,106 - - Fees 469 482 49 54 Bonus 258 234 - - Pension costs - defined contribution plans 98 89 - - Benefits-in-kind 88 78 - - 2,121 1,989 49 54

Non-executive: Salaries and other emoluments 110 - - - Fees 286 199 159 155 Bonus 17 - - - Pension costs - defined contribution plans 15 - - - Benefits-in-kind 5 - - - 433 199 159 155 Total 2,554 2,188 208 209




8. DIRECTORS’ REMUNERATION (CONTD.)


Directors of the Company (Contd.)

Analysis excluding benefits-in-kind: Total Executive Directors’ emoluments 2,033 1,911 49 54 Total Non-Executive Directors’ emoluments 428 199 159 155Total Directors’ emoluments excluding benefits-in-kind 2,461 2,110 208 209 The number of Directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below:

Number of Directors 2009 2008 Executive Directors: RM900,001 to RM950,000 - 1 RM950,001 to RM1,000,000 1 - RM1,050,001 to RM1,100,000 - 1 RM1,150,001 to RM1,200,000 1 - Non-Executive Directors: Below RM50,000 4 4 RM50,001 to RM100,000 2 1 RM150,001 to RM200,000 1 -

Executive Directors of the Company have been granted the following number of options under the ESOS:

Group and Company 2009 2008 ‘000 ‘000 At beginning of year - 1,693 Exercised - (1,169)Lapsed - (524)At end of year - - The options lapsed on 7 June 2007.



9. INCOME TAX EXPENSE


Income tax: Malaysian income tax 54,750 46,906 1,420 11,191 Foreign tax 4,947 4,548 - - (Over)/underprovided in prior years: Malaysian income tax (6,498) 264 (926) 169 Foreign tax 28 - - - 53,227 51,718 494 11,360 Deferred tax (Note 29): Relating to origination and reversal of temporary differences (2,080) 3,223 - - Effect of reduction in Malaysian income tax 65 (4,549) - - Overprovided in prior years (269) (10) - - (2,284) (1,336) - - 50,943 50,382 494 11,360 Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2008: 26%) of the estimated assessable profit for the year. Certain subsidiaries of the Group being Malaysian resident company with paid up capital of RM2.5 million or less qualifies for the preferential tax rates under Paragraph 24, Schedule 1 of the Income Tax Act, 1967 as follows: On the first RM500,000 of chargeable income : 20% In excess of RM500,000 of chargeable income : Malaysian corporate statutory tax rate However, pursuant to Paragraph 2B, Schedule 1 of the Income Tax Act, 1967 that was introduced with effect from the year of assessment 2009, the said subsidiaries no longer qualify for the above preferential tax rates.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.


9. INCOME TAX EXPENSE (CONTD.)

A reconciliation income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows:


Profit before taxation 30,383 136,787 54,887 36,792 Taxation at Malaysian statutory tax rate of 25% (2008: 26%) 7,596 35,565 13,722 9,566 Effect on deferred tax of reduction in Malaysia income tax rate - (4,549) - - Effect on income tax rate of 20% - (159) - - Effect of different tax rates in other countries (1,732) (714) - - Effect of share of profits of associates and jointly controlled entities (1,271) (3,858) - - Effect of income not subject to income tax rate (19,200) (4,902) (18,021) (1,402) Effect of expenses not deductible for tax purposes 63,324 26,273 5,719 3,027 Effect of utilisation of previously unrecognised tax losses, unabsorbed capital allowances and other deductible temporary differences (575) (3,258) - - Deferred tax assets not recognised in respect of current year’s tax losses, unabsorbed capital allowances and other deductible temporary differences 9,540 5,730 - - Overprovided of deferred tax in prior years (269) (10) - - (Over)/underprovision of tax expense in prior years (6,470) 264 (926) 169Tax expense for the year 50,943 50,382 494 11,360



10. EARNINGS PER SHARE Basic

Basic earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year, excluding treasury shares held by the Company.

Group 2009 2008 RM’000 RM’000 Profit attributable to ordinary equity holders of the Company 5,682 50,025 2009 2008 ‘000 ‘000 Weighted average number of ordinary shares in issue: Issued at beginning of year 300,000 317,060 Effect of purchase of treasury shares (16,773) (18,170) Effect of ESOS exercised - 6,666 Effect of cancellation of treasury shares - (8,135) Weighted average at end of year 283,227 297,421 2009 2008 sen sen Basic earnings per share for: Profit for the year 2.0 16.8



11. DIVIDENDS Dividends in respect Dividends of Year Recognised in Year 2009 2008 2007 2009 2008 RM’000 RM’000 RM’000 RM’000 RM’000

Recognised during the year: First and final dividend for 2007 4 sen less 26% taxation, on 296,276,868 ordinary shares (2.96 sen net per ordinary share) - - 8,770 - 8,770 Interim dividend for 2008 2 sen less 26% taxation, on 291,351,368 ordinary shares (1.48 sen net per ordinary share) - 4,312 - - 4,312 Final dividend for 2008 4 sen less 25% taxation, on 283,202,668 ordinary shares (3.00 sen net per ordinary share) - 8,496 - 8,496 - Proposed for approval at AGM (not recognised as at 31 March): Final dividend for 2009 5 sen less 25% taxation, on 282,792,168 ordinary shares (3.75 sen net per ordinary share) 10,605 - - - -

10,605 12,808 8,770 8,496 13,082

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 March 2009, of 5 sen per share less 25% taxation on 282,792,168 ordinary shares, amounting to a dividend payable of RM10,604,706 (3.75 sen net per ordinary share) will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained profits in the financial year ending 31 March 2010.



12. PROPERTY, PLANT AND EQUIPMENT Furniture, Capital Land and Motor Plant and Fittings and Work in Buildings* Vehicles Machinery Equipment Progress Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

At 31 March 2009 Cost At 1 April 2008 178,930 40,466 250,608 19,762 61,033 550,799 Acquisition of a subsidiary (Note 15 (f)) 3,516 2,329 16,824 955 - 23,624 Additions 10,486 1,298 10,233 2,591 41,194 65,802 Written off (12) (7) (3,471) (919) - (4,409)Disposals - (2,515) (8,433) (2,652) - (13,600)Reclassification 35,132 - - - (35,132) - Transferred to assets held for sale (Note 44) (10,818) - - - - (10,818)Effects on exchange rate changes 1,185 101 (886) (174) 2,098 2,324 At 31 March 2009 218,419 41,672 264,875 19,563 69,193 613,722 Accumulated depreciation and accumulated impairment At 1 April 2008 32,973 27,191 182,909 15,242 - 258,315 Acquisition of a subsidiary (Note 15 (f)) 18 829 2,524 385 - 3,756 Depreciation charge for the year (Note 6) 4,554 5,247 18,634 1,812 - 30,247 Impairment - - - 535 - 535 Written off (8) (7) (3,421) (899) - (4,335)Disposals - (2,129) (4,622) (2,571) - (9,322)Reclassification - - - - - - Transferred to assets held for sale (Note 44) (2,532) - - - - (2,532)Effects on exchange rate changes 561 34 (333) (101) - 161 At 31 March 2009 35,566 31,165 195,691 14,403 - 276,825 Net carrying amount 182,853 10,507 69,184 5,160 69,193 336,897



12. PROPERTY, PLANT AND EQUIPMENT (CONTD.) Furniture, Capital Land and Motor Plant and Fittings and Work in Buildings* Vehicles Machinery Equipment Progress Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group (Contd.) At 31 March 2008 Cost At 1 April 2007 177,339 37,995 237,142 20,087 1,109 473,672 Acquisition of subsidiaries (Note 15 (g)) 9,539 1,821 9,860 258 - 21,478 Additions 4,278 5,655 8,971 1,036 25,997 45,937 Written off (10,901) (814) (8) (1,033) (180) (12,936)Disposals (2,360) (4,129) (4,802) (569) - (11,860)Reclassification - - 1,025 - (1,025) - Transfer from property development costs (Note 19 (b)) 2,366 - - - 35,132 37,498 Effects on exchange rate changes (1,331) (62) (1,580) (17) - (2,990)At 31 March 2008 178,930 40,466 250,608 19,762 61,033 550,799

Accumulated depreciation and accumulated impairment At 1 April 2007 36,775 26,230 171,207 15,051 - 249,263 Acquisition of subsidiaries (Note 15 (g)) 168 901 1,708 121 - 2,898 Depreciation charge for the year (Note 6) 4,471 4,843 16,002 1,573 - 26,889 Impairment 1,100 - - - - 1,100 Written off (8,693) (771) (5) (1,030) - (10,499)Disposals (207) (3,812) (4,597) (432) - (9,048)Effects on exchange rate changes (641) (200) (1,406) (41) - (2,288)At 31 March 2008 32,973 27,191 182,909 15,242 - 258,315 Net carrying amount 145,957 13,275 67,699 4,520 61,033 292,484

106



12. PROPERTY, PLANT AND EQUIPMENT (CONTD.) * Analysis of Land and Buildings of the Group

Freehold Land Buildings Total RM’000 RM’000 RM’000 At 31 March 2009 Cost At 1 April 2008 75,643 103,287 178,930 Acquisition of a subsidiary 2,759 757 3,516 Additions 179 10,307 10,486 Written off - (12) (12) Reclassfication - 35,132 35,132 Transferred to assets held for sale (Note 44) - (10,818) (10,818) Effects on exchange rate changes 519 666 1,185 At 31 March 2009 79,100 139,319 218,419 Accumulated depreciation and accumulated impairment At 1 April 2008 1,047 31,926 32,973 Acquisition of a subsidiary - 18 18 Depreciation charge for the year - 4,554 4,554 Written off - (8) (8) Transferred to assets held for sale (Note 44) - (2,532) (2,532) Effects on exchange rate changes - 561 561 At 31 March 2009 1,047 34,519 35,566 Net carrying amount 78,053 104,800 182,853



12. PROPERTY, PLANT AND EQUIPMENT (CONTD.) * Analysis of Land and Buildings of the Group (Contd.) Freehold Land Buildings Total RM’000 RM’000 RM’000 - At 31 March 2008 Cost At 1 April 2007 65,363 111,976 177,339 Acquisition of subsidiaries 8,164 1,375 9,539 Additions 1,292 2,986 4,278 Written off - (10,901) (10,901) Disposals (935) (1,425) (2,360) Transferred from property development costs (Note 19 (b)) 2,366 - 2,366 Effects on exchange rate changes (607) (724) (1,331)At 31 March 2008 75,643 103,287 178,930 Accumulated depreciation and accumulated impairment At 1 April 2007 - 36,775 36,775 Acquisition of subsidiaries - 168 168 Depreciation charge for the year - 4,471 4,471 Impairment 1,047 53 1,100 Written off - (8,693) (8,693) Disposals - (207) (207) Effects on exchange rate changes - (641) (641) At 31 March 2008 1,047 31,926 32,973 Net carrying amount 74,596 71,361 145,957

(a) During the financial year, the Group acquired property, plant and equipment at aggregate costs of RM65,802,000 (2008: RM45,937,000) of which RM535,000 (2008: RM3,521,000) was acquired by means of finance lease arrangements. Net carrying amounts of property, plant and equipment held under finance lease arrangements are as follows: Group

2009 2008 RM’000 RM’000

Motor vehicles 5,673 7,532

Details of the terms and conditions of the hire purchase and finance lease arrangements are disclosed in Note 31.



12. PROPERTY, PLANT AND EQUIPMENT (CONTD.) (b) The net carrying amount of property, plant and equipment of certain subsidiaries are pledged as security for

borrowings (Note 30) granted to the Group as follows: Group 2009 2008 RM’000 RM’000 Motor vehicles - 2,399 Plant and machinery - 187 Furniture, fittings and equipment - 349 Freehold land 7,698 7,637 7,698 10,572

(c) During the financial year, the Group carried out a review of the recoverable amount of Precast Solution Sdn. Bhd.’s equipment, a subsidiary of MTD ACPI Engineering Berhad., included within the manufacturing segment because the equipment has became idle and deemed to no longer has any recoverable amount. The review led to the recognition of an impairment loss of RM535,000.

13. PREPAID LAND LEASE PAYMENTS Group 2009 2008 RM’000 RM’000 Net carrying amount At beginning of financial year 10,100 10,344 Amortisation during the year (Note 6) (244) (244) At end of financial year 9,856 10,100

Analysed as: Short term leasehold land 4,003 4,105 Long term leasehold land 5,853 5,995 9,856 10,100

Leasehold land of the Group with an aggregate carrying value of RM1,842,000 (2008: RM1,891,000) is pledge as securitised for borrowings as disclosed in Note 30.



14. INVESTMENT PROPERTIES Group 2009 2008 RM’000 RM’000 Cost At beginning of financial year 88,003 81,364 Addition - 6,639 Exchange difference (936) - At end of financial year 87,067 88,003 Accumulated depreciation At beginning of financial year 5,097 3,942 Depreciation charge for the year (Note 6) 1,201 1,155 Impairment (Note 6) 1,086 - Exchange difference 11 - At end of financial year 7,395 5,097 Net carrying amount 79,672 82,906 Estimated fair value of investment properties 101,588 103,639

Investment property with carrying amount of RM75,223,333 (2008: RM76,322,333) is pledged as security for bank borrowings as disclosed to in Note 30. As part of the salient term of the borrowings as disclosed in Note 30, the Company is required to procure its subsidiary, Exclusive Skycity Sdn. Bhd., the owner of the said property, to dispose off the property by 30 June 2010.

15. INVESTMENTS IN SUBSIDIARIES

Company 2009 2008 RM’000 RM’000 At cost: Quoted shares in Malaysia 1,087 359,430 Unquoted shares in Malaysia 379,841 9,825 Quoted shares outside Malaysia 4,805 4,805 Unquoted shares outside Malaysia 36,437 36,437 422,170 410,497 Market value of quoted shares in Malaysia 604 693,632 Market value of quoted shares outside Malaysia 12,282 12,043



15. INVESTMENTS IN SUBSIDIARIES (CONTD.)

No provision for diminution in value was made for the shortfall in quoted investment in subsidiaries as the Directors are of the opinion that the shortfall was temporary in nature and the subsidiaries are in positive net tangible assets, which the Company may realise in event of disposal.

Investment in certain subsidiaries were changed from being quoted shares in prior year to unquoted shares as at year end due to the privatisation exercises as explained further in Note 41(b).

In prior year, certain quoted investments in Malaysia at a total cost of RM229,803,000 were pledged to financial institutions as securities for borrowings drawndown by the subsidiaries as referred to in Note 30. Pursuant to the privatisation exercise above, these quoted investments which are now classified as unquoted with a carrying amount of RM346,952,000 as at year end are pledged to the financial institution.

Details of the subsidiaries are as follows: Name of Company Effective Interest (%) Principal Activities 2009 2008 Direct Subsidiaries: MTD Project Management Services 100 100 Trading, servicing, dealing in road Sdn. Bhd. construction equipment and provision of project management services MTD Equity Sdn. Bhd. 100 100 Investment holding

MTD Realty Sdn. Bhd. 100 100 Investment holding Lambang Simfoni Sdn. Bhd. 100 100 Investment holding

MTD InfraPerdana Bhd 100 79 Investment holding

Rigap Persada Sdn. Bhd. 100 100 Dormant

PT MTD CTP Expressway ** 90 90 Development and management of toll road (Incorporated in Indonesia) (yet to commence business)

MTD Walkers PLC * 91 91 Investment holding (Incorporated in Sri Lanka) Northern Power Company (Private) 80 80 Financing, construction, owning, Limited * operation and maintenance of power (Incorporated in Sri Lanka) generating facility




Name of Company Effective Interest (%) Principal Activities 2009 2008 Direct Subsidiaries (Contd.):

Subsidiaries of MTD Equity Sdn. Bhd. AMS (M) Sdn. Bhd. 100 100 Consultancy services (temporary ceased operations)

MTD Properties Sdn. Bhd. 100 100 Letting of property (formerly known as Eternal Returns Sdn. Bhd.) International MTDCap 100 100 Investment holding (Mauritius) Ltd. ** (Incorporated in Republic of Mauritius) MTD Chile S.A. * 100 100 Investment holding (Incorporated in Chile) MTD Construction Ceylon 100 100 Building construction (Private) Limited * (Incorporated in Sri Lanka)

MTD Bahrain Holding 100 100 Investment holding Company W.L.L. * (Incorporated in Bahrain)

MTD Expressway Investment 65 65 Investment for construction, management Limited ** and operation of expressway (Incorporated in Hong Kong)

Subsidiary of MTD Chile S.A. EL Principal S.A. * 100 100 Property development (Incorporated in Chile) Subsidiaries of MTD Bahrain Holding Company W.L.L. MTD Manila Expressways, Inc. * 100 100 Engaged in general construction and (Incorporated in Philippines) other allied businesses




Name of Company Effective Interest (%) Principal Activities 2009 2008 Direct Subsidiaries (Contd.) : Subsidiaries of MTD Bahrain Holding Company W.L.L.

MTD Project Management 100 100 Provide and render project management Consultants (Philippines), Inc. * advice and consultancy services (Incorporated in Philippines) Subsidiary of MTD Manila Expressways, Inc. South Luzon Tollway Corporation * 80 80 Engage in the rehabilitation, construction, (Incorporated in Philippines) expansion, operation and maintenance of the South Luzon Expressway Subsidiary of Lambang Simfoni Sdn. Bhd. Metacorp Berhad # 100 79 Investment holding

Subsidiaries of Metacorp Berhad Metacorp Properties Sdn. Bhd. 100 79 Property development and letting of property

Metacorp Development Sdn. Bhd. 100 79 Property development (yet to commence business)

Metaurus Sdn. Bhd. 100 79 Construction, building and public engineering works

Seseni Energy Services Sdn. Bhd. 70 55 Investment holding

Exclusive Skycity Sdn. Bhd. 100 79 Letting of property

Wonderful Haven Sdn. Bhd. 100 79 Property development

Dimensi Timal Sdn. Bhd. 80 63 Operating and managing a granite quarry and any other businesses in connection therewith




Name of Company Effective Interest (%) Principal Activities 2009 2008 Direct Subsidiaries (Contd.) :

Subsidiaries of Metacorp Berhad (Contd.) Metacorp Australia Pty. Ltd. * 100 79 Investment holding and (Incorporated in Australia) property development

Puncak Gaya Sdn. Bhd. 100 79 Dormant

Landview Tower Sdn. Bhd. 100 79 Property development

Metacorp Equity Sdn. Bhd. 100 79 Investment holding

MTD Sadec Sdn. Bhd. 100 79 Investment holding

Wincon Development Ceylon 75 59 Property development (Private) Limited ** (Incorporated in Sri Lanka) Subsidiary of Seseni Energy Services Sdn. Bhd. Seseni Energy Services (Johor) 70 55 Dormant Sdn. Bhd. Subsidiaries of MTD InfraPerdana Bhd MTD Prime Sdn. Bhd. 100 79 To upgrade, operate and maintain the Kuala Lumpur-Karak Highway and East Coast Expressway Phase 1 during the concession period Metramac Corporation Sdn. Bhd. 100 79 Construction of roads and interchanges within the concession area in return for tolling rights upon completion of construction




Name of Company Effective Interest (%) Principal Activities 2009 2008 Direct Subsidiaries (Contd.) : Subsidiaries of MTD Walkers PLC Walker Sons & Company Limited * 91 91 Buying and selling assembly of plantation (Incorporated in Sri Lanka) equipment and engineering services

Transport & General Finance 78 78 Investment holding Company Limited * (Incorporated in Sri Lanka) Walkers Piling Limited * 91 91 Piling of foundations and (Incorporated in Sri Lanka) other related earthwork Subsidiaries of Walker Sons & Company Limited Walker Sons & Company 91 91 Import and resell wholesale and retail (Distributors) Limited * of commodities and merchandises (Incorporated in Sri Lanka)

Walker Sons & Company Engineers 91 91 Engineering and construction Limited * (Incorporated in Sri Lanka) Indirect Subsidiaries of MTD Capital Bhd MTD Construction 71 70 Civil engineering and construction works (Philippines), Inc. * (Incorporated in Philippines) CML - MTD Construction Limited ** 69 - Civil and infrastructure construction (Incorporated in Sri Lanka) (Note 15(f)) Modal Ehsan Sdn. Bhd. 76 61 Property development

MTD ACPI Engineering Berhad 51 50 Investment holding and project management




Name of Company Effective Interest (%) Principal Activities 2009 2008 Indirect Subsidiaries (Contd.): Subsidiaries of MTD ACPI Engineering Berhad ACP - DMT Sdn. Bhd. 51 50 Manufacturing and marketing of speciality, highway and safety products and providing related services

ACP Technologies Sdn. Bhd. 51 50 Investment holding ACPI Engineering Sdn. Bhd. 51 50 Steel fabrication and manufacturing, construction management and contracting in the fields of environmental system and engineering Gandaan Unik Sdn. Bhd. 51 50 Investment holding

Makin Permata Sdn. Bhd. 51 50 Investment holding

Persys Engineering Sdn. Bhd. 51 50 Construction, manufacturing and marketing of precast concrete system products

Persys Resources Sdn. Bhd. + - 50 Dissolved (in members’ voluntary winding up) MTD ACP Precast Sdn. Bhd. 51 - Dormant (formerly known as Falcon Beat Sdn. Bhd.) MTD Construction Sdn. Bhd. 51 50 Civil engineering and construction works ACP (Tracks) Sdn. Bhd. 26 25 Investment holding




Name of Company Effective Interest (%) Principal Activities 2009 2008 Indirect Subsidiaries (Contd.): Subsidiary of ACP Technologies Sdn. Bhd. ASC Engineering Sdn. Bhd. 51 50 Manufacturing of engineered products and providing specialist contracting services Subsidiaries of ASC Engineering Sdn. Bhd. ACPI Holding Ltd. ** @ 51 50 Investment holding (Incorporated in Thailand) ASCE Construction Ltd. ** @ 51 50 Manufacturing of engineered products (Incorporated in Thailand) and providing specialist contracting services

ASC Engineering Sdn. Bhd.** 51 50 Manufacturing of engineered products (Incorporated in Thailand) and providing specialist contracting services

ASC Engineering Sdn. Bhd. Ltd. 51 50 Construction and engineering - ASCE Construction Ltd. Joint Venture ** @ (Incorporated in Thailand) ASC Engineering Sdn. Bhd. - ASCE 51 50 Construction and engineering Construction Ltd. Joint Venture** @ (Incorporated in Thailand) Subsidiary of ACPI Engineering Sdn. Bhd. Wing Span Sdn. Bhd.+ - 30 Dissolved (in members’ voluntary winding up) Subsidiary of MTD Construction Sdn. Bhd. MTD Tunneltech Sdn. Bhd. 31 30 Dormant




Name of Company Effective Interest (%) Principal Activities 2009 2008 Indirect Subsidiaries (Contd.): Subsidiaries of ACP (Tracks) Sdn. Bhd. Acentis Engineering Sdn. Bhd. 26 25 Construction and provision of infrastructure and services for water and waste water treatment

Associated Concrete Products 26 25 Manufacturing and marketing of (Malaysia) Sdn. Bhd. precast concrete products

Associated Structural Concrete 26 25 Manufacturing of building system Sdn. Bhd. products ASC Tiles Sdn. Bhd. 26 25 Manufacturing of concrete roof tiles

C & G Fabricators Sdn. Bhd. 26 25 Manufacturing and marketing of metal based products for building and construction industry

Persys Sdn. Bhd. 26 25 Construction, manufacturing and marketing of heavy element precast products for viaducts, elevated highways, light rail transit guideways and bridges and construction related businesses

Universal Building Products 26 22 Manufacturing and marketing of metal Sdn. Bhd. and timber based products for building and construction industry

Subsidiaries of Associated Concrete Products (Malaysia) Sdn. Bhd. ACP Marketing Sdn. Bhd. 26 25 Marketing of precast concrete products

118




Name of Company Effective Interest (%) Principal Activities 2009 2008 Indirect Subsidiaries (Contd.): Subsidiaries of Associated Concrete Products (Malaysia) Sdn. Bhd. (Contd.) Precast Solutions Sdn. Bhd. 26 25 Project management, construction works, licensing and franchising of precast concrete products Associated Concrete Products - 25 Struck - off (Singapore) Pte. Ltd. ** ^ (Incorporated in Singapore)

All the subsidiaries are incorporated in Malaysia other than as disclosed.

* Audited by member firms of Ernst & Young Global ** Audited by firms of auditors other than member firms of Ernst & Young Global ^ The subsidiary was struck off on 16 January 2009. @ The auditors’ report include an emphasis of matter in relation to it’s going concern as a result of recurring losses

from operations and having capital deficiencies as at 31 March 2009.

# The aggregate effective interest in Metacorp Berhad (“Metacorp”) is 100% via interest held by the Company and its wholly owned subsidiary, Lambang Simfoni Sdn. Bhd. (“Lambang Simfoni”). The interest held by the Company and Lambang Simfoni are 9% and 91%, respectively.

+ The final meetings for the Members’ Voluntary Winding-up of Persys Resources Sdn. Bhd. and Wing Span Sdn. Bhd. had been duly conducted on 30 April 2008 and these subsidiaries, with an issued and paid-up capital of RM5,000,000 and RM300,000 respectively had been dissolved on 6 August 2008 upon the expiration of three (3) months after the lodging of the Form 69 with the Companies Commission of Malaysia. The disolution of these subsidiaries have no effect on the financial results and financial position of the Group.


120


(a) During the year, following the completion of the Selective Capital Repayment Exercise undertaken by MTD InfraPerdana Bhd (“MTD InfraPerdana”) and Metacorp Berhad (“Metacorp”), both companies have become wholly owned subsidiaries of the Company. Further details of the Selective Capital Repayment Exercise is disclosed in Note 41(b).

(b) During the year, the Company acquired tranches of shares in MTD ACPI Engineering Berhad (“MTD ACPI”)

from the open market. Pursuant to the Selective Capital Repayment Exercise undertaken by Metacorp as mentioned above, one (1) ordinary share of RM1.00 each in MTD ACPI were distributed to the shareholders of Metacorp other than the Company and Lambang Simfoni for every twenty (20) Metacorp shares held. Following the completion of the exercise during the year, 6,480,183 of MTD ACPI shares held by Metacorp were distributed.

As a result of the transactions above, the Company’s effective equity holding in MTD ACPI increased from 50%

to 51% at the close of the year end.

(c) On 23 January 2009, Gandaan Unik Sdn. Bhd. (“Gandaan Unik”), a wholly owned subsidiary of MTD ACPI, disposed of 11% of its 60% equity interest in Modal Ehsan Sdn. Bhd. (“Modal Ehsan”) to Metacorp for a total cash consideration of RM2,622,000. As of year end, interest held by Gandaan Unik and Metacorp in Modal Ehsan are 49% and 51%, respectively.

As a result of the transactions above, the Company’s effective equity holding in Modal Ehsan increased from 61% to 76% at close of year end.

(d) On 2 March 2009, the Company’s subsidiary, MTD ACPI had acquired the entire issued and paid-up share capital of a dormant company, Falcon Beat Sdn. Bhd. (“FBSB”) comprising 2 ordinary shares of RM1.00 each for a total cash consideration of Ringgit Malaysia Two (RM2.00). Upon the completion of the acquisition, FBSB became a wholly-owned subsidiary of MTD ACPI.

The acquired subsidiary does not have any material effect on the financial results and financial position of the Group.

Effective from 24 March 2009, FBSB had changed its name to MTD ACP Precast Sdn. Bhd..


121


(e) On 18 June 2008, the subsidiary company, MTD ACPI announced that its subsidiary, ACP (Tracks) Sdn. Bhd. (“ACP Tracks”), acquired 525,000 ordinary shares of RM1.00 each in Universal Building Products Sdn. Bhd. (“UBP”) representing 11.93% of its total issued and paid up capital for a total cash consideration of RM52,500. With the completion of this acquisition during the year, UBP became a wholly-owned subsidiary of ACP Tracks.

The acquired subsidiary does not have any material effect on the financial results and financial position of the Group.

As a result of the transactions above, the Company’s effective equity holding in UBP increased from 22% to 26% at close of year end.

(f) Acquisition of a subsidiary

(i) During the year, the Company had served a Conversion Notice to CML-MTD Construction Limited (“CML-MTD’) to exercise the conversion of 11,000,000 preference shares into 2,000,000 ordinary shares at the conversion price of LKR55 (approximately RM1.80). In addition, the Company had assigned the 2,000,000 ordinary shares converted to its 91% owned and listed subsidiary, MTD Walkers PLC (“MTD Walkers”). Upon the conversion and assignment, the Company and MTD Walkers each held 27% and 32% respectively in CML-MTD. Cumulatively, the Group’s interest in CML-MTD is 59%.

Subsequently, CML-MTD offered rights issue of 62 new ordinary shares for every 100 ordinary shares at LKR55 per share. MTD Walkers had taken up its entitlement and all the remaining rights issue not exercised by the other shareholders comprising 3,918,445 ordinary shares of LKR55 per share. Following this the aggregate effective interest of the Group in CML-MTD increased from 59% to 69% via interest held by the Company and its subsidiary, MTD Walkers of 17% and 52% respectively.

The acquisition of the above subsidiary has contributed the following results to the Group:

2009

RM’000

Revenue 29,572 Loss for the year (135)

If the acquisition had occurred on 1 April 2008, the Group’s revenue would have been increased by RM30,865,000 and loss for the year would have been decreased by RM1,401,000.




(f) Acquisition of a subsidiary (contd.) The assets and liabilities arising from the acquisition are as follows: Fair value Acquiree recognised carrying on acquisition amount RM’000 RM’000

Property, plant and equipment (Note 12) 19,868 19,868 Inventories 2,842 2,842 Trade and other receivables 41,275 41,275

Cash and cash equivalent 338 338 64,323 64,323 Retirement benefit obligations (523) (523)Trade and other payables (22,386) (22,386)Borrowings (12,041) (13,364)Bank overdraft (4,987) (3,664)Minority interest (268) (268) (40,205) (40,205) Fair value of net assets 24,118 Minority interests (6,106)Group’s share of net assets 18,012 Share of pre acquisition profits and reserve on investment previously held as an associate (2,802) Negative goodwill on acquisition (Note 22) (3,761) Retained earnings 1,437 Exchange translation reserve 264 Total cost of acquisition 13,150

The cash outflow on acquisition is as follows: Purchase consideration satisfied by cash (13,150) Cash and cash equivalent of subsidiary acquired (4,649) Net cash outflow from the Group (17,799)



15. INVESTMENTS IN SUBSIDIARIES (CONTD.) (g) Acquisitions of subsidiaries in prior year

(i) In prior year, the Company acquired a total of 5,169,155 ordinary shares of Rs10 each in MTD Walkers PLC (“MTD Walkers”), representing 90.40% of the issued and paid-up share capital of MTD Walkers, a company listed on the Colombo Stock Exchange, via an off-market transaction for a total cash consideration of Rs128,106,359 (approximately RM4.2 million) (“Acquisition”).

The Acquisition gave rise to an obligation by the Company to make a mandatory offer under the provisions of the Sri Lankan Take-overs and Mergers Code 1995 to acquire all the remaining ordinary shares of MTD Walkers not already owned by the Company at an offer price of Rs24.50 per share (“Mandatory Offer”).

Asia Capital Limited, acting as the Manager to the Mandatory Offer, acquired additional 22,781 MTD Walkers shares at a total cost of Rs558,134 (equivalent to RM17,400) representing 0.40% of the issued and paid-up share capital of MTD Walkers. Therefore, the Company’s shareholding in MTD Walkers increased to 5,191,936, representing 90.80% of the issued and paid-up share capital of MTD Walkers. The Company disposed 1,500 MTD Walkers shares and the Company’s shareholding in MTD Walkers decreased to 5,190,436 representing 90.80% of the issued and paid-up share capital of MTD Walkers.

(ii) In prior year, Metacorp had completed the acquisition of 15,000,000 ordinary shares of Rs10 each representing 75% of the entire enlarged issued and paid-up share capital of Wincon Development Ceylon (Private) Ltd from Pembinaan Wincon Sdn. Bhd.. The consideration for the acquisition was RM10,092,696 (approximately USD2,930,000).

(iii) In prior year, the Company’s subsidiary, namely, MTD Walkers acquired the entire equity interest in Walkers Piling Limited (“Walkers Piling”) representing 100,000 ordinary shares of Rs100 each for a total cash consideration of Rs225,000,000 (equivalent to RM6,576,340).

The acquisition of above subsidiaries in prior year had contributed the following results to the Group: 2008

RM’000 Revenue 4,701 Profit for the year 979

If the acquisition had occurred on 1 April 2007, the Group’s prior years revenue would have been increased by RM6,246,000 and profit for the year would have been decreased by RM7,112,000.



15. INVESTMENTS IN SUBSIDIARIES (CONTD.) (g) Acquisitions of subsidiaries in prior year (contd.)

The assets and liabilities arising from the acquisitions were as follows:

Fair value Acquiree recognised carrying on acquisition amount RM’000 RM’000

Property, plant and equipment (Note 12) 18,580 11,020 Amount due from customer on contracts 2,865 13,550 Other investments 7 7 Inventories 1,130 1,130 Trade and other receivables 4,144 4,144 Cash and cash equivalent 1,933 1,933 28,659 31,784 Retirement benefit obligations (561) (561)Trade and other payables (20,279) (20,279)Borrowings (4,014) (4,014)Tax payable (250) (250)Minority interest (10) (10) (25,114) (25,114) Fair Value of net assets 3,545 Minority interests (533)Group’s share of net assets 3,012 Goodwill on acquisition (Note 22) 18,462 Total cost of acquisition 21,474

The cash outflow on acquisition was as follows: Purchase consideration satisfied by cash (21,474) Cash and cash equivalent of subsidiary acquired 1,933Net cash outflow from the Group (19,541)



16. INVESTMENTS IN ASSOCIATES Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000

At cost: Unquoted shares in Malaysia 42,004 46,984 - - Unquoted shares outside Malaysia 2,253 2,714 2,640 2,640 Exchange differences 22 - - - 44,279 49,698 2,640 2,640

Share of post acquisition profits and reserves 18,420 11,666 - - 62,699 61,364 2,640 2,640

Classified as non-current asset held for sale (Note 44(b)) - (1,419) - - 62,699 59,945 2,640 2,640 Details of associates are as follows: Name of Associates Effective Interest (%) Principal Activities 2009 2008 (Incorporated in Malaysia) Intraxis Engineering Sdn. Bhd. # 20 20 Civil works for Bakun Hydroelectric Project Gabungan Sempurna Sdn. Bhd. * 33 33 Dormant Touch ‘N Go Sdn. Bhd. # 28 28 Operation of a central clearing house for contactless smartcards and related services Associated Concrete Products 13 12 Manufacturing and marketing of (Sabah) Sdn. Bhd. # precast concrete products

(Incorporated in Cambodia) Associated Concrete Products - 12 Manufacturing and marketing of (Cambodia) Pte. Ltd. * # @ precast concrete products ACPC Properties Pte. Ltd. * # @ - 12 Investment holding



16. INVESTMENTS IN ASSOCIATES (CONTD.)

Details of associates are as follows: Name of Associates Effective Interest (%) Principal Activities 2009 2008 (Incorporated in India) IWM Constructions Private 38 38 Designing, engineering and constructing Limited. * and upgrading existing highway in India

(Incorporated in Thailand) ASC Engineering Sdn. Bhd. and 26 25 Construction and engineering U and O Corporation Ltd. * (Incorporated in Sri Lanka) CML - MTD Construction Limited * - 40 Civil and infrastructure (Note 15(f)) construction (Incorporated in Philippines) Manila Toll Expressway Systems 30 30 Engaged in the business of operating Inc. * and maintaining toll roads and toll road facilities, interchanges and related facilities.

In 2006, MTD Manila Expressways, Inc (“MTD ME”) paid a total consideration of PHP937,500 representing 30% interest in Manila Toll Expressway Systems Inc (“MATES”). On 22 April 2008, MATES increased its authorised share capital from 50,000,000 shares with a par value of PHP1.00 per share to 100,000,000 shares with a par value of PHP1.00 per share. The board of directors of MATES issued a notice of capital call for the full remittance of the unpaid balance of the initial as well as the increase in authorised share capital. On 29 September 2008, MTD ME fully settled its unpaid subscription pertaining to the initial 15,000,000 subscribed shares amounting to PHP14,062,500 (approximately RM1,125,000) and the PHP15,000,000 (approximately RM1,054,000) on the increase in authorised share capital to maintain its 30% interest in MATES.

* Audited by firms of auditors other than Ernst & Young # The financial statements of the above associates have financial year end of 31 December 2008 and are therefore

not coterminous with those of the Group. For the purpose of applying the equity method of accounting, the management financial statements of these associates for the year ended 31 March 2009 have been used and appropriate adjustments have been made for the effects of significant transactions, if any.

@ These associates have been disposed of during the year.



16. INVESTMENTS IN ASSOCIATES (CONTD.) The summarised financial statements of the associates are as follows:

2009 2008 RM’000 RM’000

Assets and liabilities Current assets 334,758 346,344 Non-current assets 22,524 51,987 Total assets 357,282 398,331

Current liabilities 289,137 314,281 Non-current liabilities 916 6,924 Total liabilities 290,053 321,205 Results Revenue 142,345 140,179 Profit for the year 16,292 32,498 The Group has discontinued the recognition of its share of losses of IWM Constructions Private Limited because the share of losses of these associate has exceeded the Group’s interest in the associate. The Group’s unrecognised share of losses of this associate for the current year and cumulatively were RM54,333 (2008: RM625,657) and RM679,990 (2008: RM625,657).

The details of goodwill included within the Group’s carrying amount of investment in associates are as follows: Goodwill RM’000 Cost At 31 March 2008/2009 37,318

During the year, the Group and the Company performed a review of the recoverable amount of their investment in associate including the remaining amount of goodwill residing in the carrying amounts of their investments. The recoverable amounts were determined based on value-in-use calculations using discounted cash flow projections prepared by the management.



16. INVESTMENTS IN ASSOCIATES (CONTD.)

The recoverable amount of investment is determined based on value-in-use calculation using cash flow projections as approved by Directors covering a five year period. The key assumptions used for the value-in-use are as follows: Gross Margin Discount Rate Growth Rate 2009 2008 2009 2008 2009 2008 59.9% 74.8% 7.6% 7.9% 20.0% 20.0% (i) Budgeted gross margin

The basis used to determine the value assigned to the budgeted gross margins is the budgeted gross margins from the operations of the associate.

(ii) Growth rate

The weighted average growth rates used are consistent with the long-term average growth rate for the industry.

(iii) Discount rate

The discount rates used are pre-tax and reflect specific risks relating to the relevant segments.

17. INVESTMENTS IN JOINTLY CONTROLLED ENTITIES

Group Company

2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 At cost: Unquoted shares in Malaysia 17,031 16,981 15,246 15,246 Unquoted shares outside Malaysia 4,155 4,155 - - Share of post-acquisition loss (1,603) (3,988) - - Exchange differences (168) 130 - - Less: Accumulated impairment losses (19,415) (16,062) (15,246) (15,246) - 1,216 - -



17. INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (CONTD.)

Details of jointly controlled entities are as follows:

Name of Company Effective Interest (%) Principal Activities 2009 2008

(Incorporated in Malaysia) Rocon-Ortego Sdn. Bhd. 51 51 Trading, marketing and supply of equipment related to construction, earthmoving, mining, forestry and agricultural (under creditors’ liquidation) E-Idaman Sdn. Bhd. * 50 40 Provision of project management and consultancy services in the field

of Solid Waste Management (Incorporated in Australia)

Whitsundays Hermitage Pty. Ltd. * 50 40 Property development (Incorporated in Labuan) Sinomast Metacorp (Labuan) 50 40 Investment holding Limited. *

(Unincorporated in Malaysia) Malaysia-China Hydro Joint 8 8 Construction

Venture

During the year, the Group subscribed for an additional 49,999 ordinary shares out of 99,998 ordinary shares issued in E-Idaman Sdn Bhd. With the above subscription, the Group’s equity interest in E-Idaman Sdn Bhd remains at 50%. * The increase in the effective interest in these jointly controlled entities is due to the privatisation of Metacorp

via selective capital repayment as disclosed in Notes 15(a) and 41(b).



17. INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (CONTD.) The Group’s aggregate share of the income, expenses, assets and liabilities of the jointly controlled entities is as follows:

2009 2008 RM’000 RM’000 Assets and liabilities Current assets 24,449 19,603 Non-current assets 907 459Total assets 25,356 20,062 Current liabilities (17,380) (14,678)Non-current liabilities (17,276) (9,052)Total liabilities (34,656) (23,730) Results Revenue 217 20,423 Expenses, including finance costs (2,410) (18,527) The details of goodwill included within the Group’s carrying amount of investment in jointly controlled entities are as follows: RM’000

Cost At 1 April 2007 2,855 Exchange difference 72 At 31 March 2008 2,927 Impairment loss recognised (2,927)At 31 March 2009 - During the year, the Group performed a review of the recoverable amount of their investments in jointly controlled entities including the remaining amount of goodwill residing in the carrying amounts of their investments. The recoverable amounts were determined based on value-in-use calculations using discounted cash flow projections covering a 5 year period prepared by the management and approved by the Directors.



17. INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (CONTD.)

The key assumptions used for the value-in-use are as follows:

Gross Margin Discount Rate Growth Rate

2009 2008 2009 2008 2009 2008 25.9% 25.9% 12.0% 8.0% 3.5% 3.5%

(a) 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 efficiency improvements.

(b) Growth rate

The weighted average growth rates used are consistent with the long-term average growth rate for the industry.

(c) Discount rate

The discount rates used are pre-tax and reflect specific risks relating to the relevant segments.

(d) Sensitivity to Changes in Assumptions The management has carried out a review of the recoverable amount of its investments in jointly controlled entities in the current financial year which were non-profit generating. This review led to the recognition of an impairment loss of RM3,353,000.



18. OTHER INVESTMENTS Group Company

2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000

At cost: Quoted shares in Malaysia 520 516 - - Unquoted shares in Malaysia 2,914 2,914 2,914 2,914 Quoted shares outside Malaysia 4 6 - - Unquoted shares outside Malaysia 25,096 21,902 - - Unquoted redeemable preference shares in Malaysia 19,548 19,548 134,388 134,388 Unquoted convertible preference shares outside Malaysia - 3,873 - 3,873 Fixed deposits with licensed banks (Note 26) - 2,614 - - Club membership 692 692 - - 48,774 52,065 137,302 141,175 Less: Accumulated impairment losses (487) (423) - - 48,287 51,642 137,302 141,175 Market value of: Quoted shares in Malaysia 46 109 - - Quoted shares outside Malaysia 5 5 - -

The Group owns more than one half of the voting power of the following companies:

Voting power 2009 2008 % % MTD Unitech Sdn. Bhd. 60 60 Unitech USA Inc. 60 60 These investments are neither classified as subsidiaries or associates in accordance with FRS 127 and FRS 128 as the Company does not have control or significant influence in governing the operating and financial policies of these companies. Accordingly, investment in these companies have been reclassified as long term investment.



19. LAND HELD FOR PROPERTY DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS (a) Land Held for Property Development

Freehold Leasehold Development land land expenditure Total RM’000 RM’000 RM’000 RM’000

Group At 1 April 2007 3,127 79,737 31,061 113,925 Additions 68,249 - 5,789 74,038 Reversal - (3,724) - (3,724)Exchange difference - - 619 619 Transferred to property development costs (Note 19(b)) - (2,096) (3,879) (5,975)Transferred from real property assets (Note 21) 81,726 - - 81,726 At 31 March 2008 153,102 73,917 33,590 260,609 Additions 16,151 - 10,333 26,484 Impairment (Note 6) (17,740) - - (17,740)Exchange difference (9,599) - (396) (9,995)At 31 March 2009 141,914 73,917 43,527 259,358



19. LAND HELD FOR PROPERTY DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS (CONTD.) (b) Property Development Costs

Freehold Leasehold Development land land expenditure Total RM’000 RM’000 RM’000 RM’000

Group At 31 March 2009 Cumulative property development costs At 1 April 2008 66,977 9,858 127,874 204,709 Cost incurred during the year - - 76,248 76,248 Provision for foreseeable loss - - (11,443) (11,443)Reversal of completed projects - (724) (17,621) (18,345)Unsold units transferred to inventories - (57) (1,142) (1,199)At 31 March 2009 66,977 9,077 173,916 249,970 Cumulative cost recognised in income statement At 1 April 2008 (7,569) (548) (47,589) (55,706)Recognised during the year (Note 4) (9,963) (698) (73,133) (83,794)Reversal of completed projects - 724 17,621 18,345 At 31 March 2009 (17,532) (522) (103,101) (121,155) Property development costs at 31 March 2009 49,445 8,555 70,815 128,815



19. LAND HELD FOR PROPERTY DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS (CONTD.) (b) Property Development Costs (Contd.)

Freehold Leasehold Development land land expenditure Total

RM’000 RM’000 RM’000 RM’000

Group At 31 March 2008 At 1 April 2007 72,275 10,144 209,558 291,977 Cost incurred during the year - - 64,590 64,590 Transferred from land held for property development (Note 19(a)) - 2,096 3,879 5,975 Transferred to property, plant and equipment (Note 12) (2,366) - (35,132) (37,498)Reversal of completed projects (2,932) (2,182) (109,688) (114,802)Unsold units transferred to inventories - (200) (5,333) (5,533)At 31 March 2008 66,977 9,858 127,874 204,709 Cumulative cost recognised in income statement At 1 April 2007 (23,634) (1,037) (123,085) (147,756)Recognised during the year (Note 4) (531) (1,693) (20,528) (22,752)Transfer 13,664 - (13,664) - Reversal of completed projects 2,932 2,182 109,688 114,802 At 31 March 2008 (7,569) (548) (47,589) (55,706) Property development costs at 31 March 2008 59,408 9,310 80,285 149,003 Included in property development costs of the Group is interest expense incurred during the financial year amounting to RM277,000 (2008: RM609,000).

The freehold land has been pledged to a licensed bank to secure the borrowings of the Group as disclosed in Note 30.



20. CONCESSION ASSETS

Expressway Systems development Heavy development expenditure repairs expenditure Total RM’000 RM’000 RM’000 RM’000

Group As at 31 March 2009 At cost At beginning of year 981,551 115,670 18,277 1,115,498 Additions during the year 235,354 16,393 547 252,294 Exchange difference (6,111) - - (6,111)At end of year 1,210,794 132,063 18,824 1,361,681 Accumulated amortisation At beginning of year 164,137 38,617 8,646 211,400 Amortisation during the year (Note 6) 18,217 14,563 1,465 34,245 At end of year 182,354 53,180 10,111 245,645 Net carrying amount 1,028,440 78,883 8,713 1,116,036 As at 31 March 2008 At cost At beginning of year 870,198 95,633 17,618 983,449 Additions during the year 104,065 20,037 659 124,761 Exchange difference 7,288 - - 7,288 At end of year 981,551 115,670 18,277 1,115,498 Accumulated amortisation At beginning of year 150,243 26,187 7,241 183,671 Amortisation during the year (Note 6) 13,894 12,430 1,405 27,729 At end of year 164,137 38,617 8,646 211,400 Net carrying amount 817,414 77,053 9,631 904,098



20. CONCESSION ASSETS (CONTD.) Details of concession assets are included in Note 2.2 (m).

At the end of the Concession period, the subsidiary companies are required to relinquish all its land rights. Roads, interchanges and toll plazas in the Concession Area in Malaysia would be returned to Lembaga Lebuhraya Malaysia. Roads, toll road facilities and all equipment found in and directly used in connection with the operation and maintenance of the Concession Assets in Philippines and Indonesia would be returned to the Republic of Philippines through the Toll Regulatory Board Philippines and Badan Pengatur Jalan Tol Indonesia, respectively. Roads and road facilities in the Concession Area in China would be returned to Guangxi Communications Department,Guangxi Zhuang Autonomous Region.

Included in additions in prior year was an amount of RM8,480,000 for heavy repairs which was accrued for and was not paid as at 31 March 2008. No amortisation charges were applied on this work in progress in prior year.

21. REAL PROPERTY ASSETS

Group 2009 2008 RM’000 RM’000 At beginning of the year - 77,812 Effect of exchange rate changes - 3,914 Transferred to land held for property development (Note 19(a)) - (81,726)At end of the year - -

As a result of the arbitration in Note 43(a), the freehold land was transferred to land held for development in the prior year as the Board intended to develop the land in the foreseeable future.



22. INTANGIBLE ASSETS

Negative Goodwill goodwill Total RM’000 RM’000 RM’000

Group Cost At 1 April 2007 217,920 - 217,920 Acquisitions of subsidiaries (Note 15(g)) 20,255 (1,793) 18,462 Acquisition of equity interest in subsidiaries 40,484 (3,263) 37,221 Charged to income statement in accordance to FRS 3 (Note 6) - 5,056 5,056 At 31 March 2008 278,659 - 278,659Acquisitions of subsidiaries (Note 15(f)) - (3,761) (3,761)Acquisitions of equity interests in subsidiaries (a) 120,582 (3,491) 117,091 Charged to income statement in accordance to FRS 3 (Note 6) - 7,252 7,252 At 31 March 2009 399,241 - 399,241 Accumulated impairment At 1 April 2007 - - - Impairment loss recognised in profit and loss (Note 6) 11,000 - 11,000 At 31 March 2008 11,000 - 11,000 Impairment loss recognised in profit and loss (b) (Note 6) 279 - 279 At 31 March 2009 11,279 - 11,279 Net carrying amount At 31 March 2009 387,962 - 387,962 At 31 March 2008 267,659 - 267,659

(a) Acquisitions of Equity Interests in Subsidiaries During The Year

The goodwill and negative goodwill are mainly made up of the following acquisition:

(i) A goodwill of RM94,336,000 arose from the privatisation of MTD InfraPerdana via selective capital repayment as disclosed in Notes 15(a) and 41(b).



22. INTANGIBLE ASSETS (CONTD.) (a) Acquisitions of Equity Interests in Subsidiaries (Contd.)

(ii) A goodwill of RM26,246,000 arose from the acquisition of 2,880,000 additional shares in South Luzon Tollway Corporation.

(iii) Negative goodwill of RM2,864,000 arose from the privatisation of Metacorp via selective capital repayment

as disclosed in Notes 15(a) and 41(b) and acquisition of tranches of shares.

(iv) Negative goodwill of RM627,000 arose from the acquisition of tranches of shares in MTD ACPI as disclosed in Note 15(b).

(b) Impairment Loss Recognised The management has carried out a review of the recoverable amount of its subsidiaries in the current financial year which were non-profit generating. This review led to the recognition of an impairment loss of RM279,000 (2008: RM11,000,000). The recoverable amount was based on value-in-use and was determined at the cash-generating unit (CGU) which consists of the Malaysian (2008: Sri Lankan) based assets.

(c) Impairment Test for Goodwill Key assumptions used in value-in-use calculations

The recoverable amount of a CGU is determined based on value-in-use calculations using cash flow projections based on financial budgets approved by management covering a five (5) and twenty-three (23) year period for the property development business and toll concessions respectively. The key assumptions used for each of the CGU’s value-in-use calculations are: Gross Margin Discount Rate Growth Rate 2009 2008 2009 2008 2009 2008

Property development 6.8% 5.8% 25.0% 17.0% 63.0% 25.0% Toll concession 6.0% 6.0% 7.6% 7.9% # #

(i) Budgeted gross margin The basis used to determine the value assigned to the budgeted gross margin is the average gross margin achieved in the year immediately before the budgeted year increased for expected efficiency improvements and adjusted for inflation effects.

(ii) Discount rate The discount rate used is pre-tax and reflects specific risks relating to the relevant industry.



22. INTANGIBLE ASSETS (CONTD.) (c) Impairment Test for Goodwill (Contd.)

(iii) Growth Rate

Property Development The weighted average growth rates for property development are consistent with the long-term average

growth rate for the industry. # Toll Concession

For MTD Prime Sdn. Bhd., the average growth rate used for Kuala Lumpur-Karak Highway is 3% while for East Coast Expressway Phase 1 average growth rate of 6% is estimated from financial year ending 2010 until financial year ending 2020 and 5% thereafter until the end of concession in financial year 2032. For Metramac Corporation Sdn. Bhd., the average growth rate used for both East-West Link Expressway and Sungei Besi Expressway is 2% until the end of concession in financial year 2018. The growth rates used are consistent with the long-term average growth rate for the industry and is supported by recent past growth rates.

23. INVENTORIES

Group 2009 2008 RM’000 RM’000 Cost Consumables 1,610 639 Raw materials 25,098 21,473 Work-in-progress 3,492 1,543 Finished goods 40,213 37,938 Properties held for sale 42,934 50,016 113,347 111,609 Provision for obsolete stocks (72) - 113,275 111,609 Net realisable value Finished goods 789 450 Properties held for sale 2,033 2,477 Granite blocks 4,719 3,698 120,816 118,234

As at balance sheet date, inventories with carrying amount of RM11,725,378 (2008: RM11,725,378) are leased to third party and generating income for the Group.



24. TRADE AND OTHER RECEIVABLES

Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Current Trade receivables Trade receivables 177,473 203,784 34,148 49,792 Advances given for construction contract - 2,964 - - Accrued billings in respect of property development cost 13,650 23,915 - - Construction contract: Retention sums (Note 25) 17,063 19,191 - - 208,186 249,854 34,148 49,792 Provision for doubtful debts (53,663) (46,424) - - Trade receivables, net 154,523 203,430 34,148 49,792 Other receivables Other receivables 168,776 150,553 15,866 61,933 Provision for doubtful debts (2,885) (2,036) - - 165,891 148,517 15,866 61,933 Amounts due from subsidiaries - - 1,101,246 625,523 Amounts due from jointly controlled entities 26,277 15,189 6,185 7,618 Amounts due from associates 20,679 28,395 - - 212,847 192,101 1,123,297 695,074

367,370 395,531 1,157,445 744,866

Non-current Trade receivables 4,198 10,677 - -

371,568 406,208 1,157,445 744,866

Included in trade receivables and retention sums on contracts of the Group are amounts of RM3,274,000 (2008: RM3,257,000) and RM3,354,000 (2008: RM4,054,000) respectively receivable from a company in which certain Directors of the Company are deemed to have an interest. These amounts are unsecured, non-interest bearing and have no fixed term of repayment.



24. TRADE AND OTHER RECEIVABLES (CONTD.) (a) Credit risk

The Group’s primary exposure to credit risk arises through its trade receivables. The Group’s trading terms with its customers are mainly on credit. The credit period is generally for a period of up to four months (2008: four months) for major customers. Each customer has a maximum credit limit. The retention sums are receivable at the expiry period of 12 to 24 months (2008: 12 to 24 months) after completion of respective construction contracts. The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to minimise credit risk. Overdue balances are reviewed regularly by senior management.

In view of the aforementioned and the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. Trade receivables are non-interest bearing except for the RM9,289,000 (2008: RM15,767,000) owed by a debtor of the Group which bears interest at 10% (2008: 10%) per annum.

(b) Non-current

The entire non-current amounts consist of outstanding balances from one debtor whereby there is an arrangement of deferred payments until 2010 on a quarterly basis. The amounts due bears interest of 10% (2008: 10%) per annum, unsecured and are to be repaid by cash settlement.

(c) Amount due from subsidiaries, associates and jointly controlled entities The amounts due from subsidiaries, associates and jointly controlled entities are non-trade in nature, unsecured, interest-free and have no fixed terms of repayment.

The details of other receivables are as follows: Group Company

2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Advances given to subcontractors 27,924 37,966 - - Interest receivable 267 71 - - Toll compensation from government 1,795 - - - Deposits, prepayments and sundry receivables 138,790 112,516 15,866 61,933 168,776 150,553 15,866 61,933 Less: Provision for doubtful debts (2,885) (2,036) - - 165,891 148,517 15,866 61,933



24. TRADE AND OTHER RECEIVABLES (CONTD.)

Included in the advances to subcontractors and sundry receivables of the Group are amounts of RM4,768,000 (2008: RM33,191,000) and RM4,098,000 (2008: RM4,043,000) respectively receivable from companies in which certain Directors of the Company are deemed to have an interest. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

The advances given to subcontractors are interest free, unsecured and have no fixed terms of repayment.

The amount of toll compensation recoverable from the Government of Malaysia arised from the reduction of toll rate as stated in Note 41(d).

Included in sundry receivables is an amount of RM1,303,000 due from the government of Sri Lanka. The government of Sri Lanka had acquired land and building situated at Talawakelle through a gazette notification No.1486/12 dated on 27th February 2007. The government of Sri Lanka has agreed to pay the compensation for the said acquisition based on the carrying value of the land and building reflected in MTD Walker PLC’s, a subsidiary of the Company, accounts.

25. DUE FROM/(TO) CUSTOMERS ON CONTRACTS Group 2009 2008 RM’000 RM’000 Construction contract costs incurred to date 3,771,723 2,985,591 Attributable profits less provision for foreseeable losses 251,194 201,769 4,022,917 3,187,360 Less: Progress billings (3,924,075) (3,151,259) 98,842 36,101 Due from customers on contracts 105,294 73,399 Due to customers on contracts (6,452) (37,298) 98,842 36,101 Retention sums on contracts, included within trade receivables (Note 24) 17,063 19,191 Advances received on contracts, included within trade payables (Note 35) 79,940 76,678 Included in construction costs incurred to date of the Group is interest expense during the financial year amounting to RM176,000 (2008: RM639,000).



26. CASH AND CASH EQUIVALENTS

Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Cash on hand and at banks 227,621 142,193 6,694 19,933 Deposits with licensed banks 170,608 253,557 27,002 36,642 Cash and bank balances 398,229 395,750 33,696 56,575 Deposits with licensed banks (Note 18) - 2,614 - - Bank overdrafts (Note 30) (27,374) (15,976) - - Cash and cash equivalents 370,855 382,388 33,696 56,575 Included in cash and bank balances of the Group are amounts of RM22,318,000 (2008: RM21,857,000) deposited into various Housing Development Accounts in accordance with Section 7 (A) of the Housing Developers (Control and Licensing) Act, 1966 and hence, not available for general use.

Deposits with licensed banks of the Company of RM27,002,000 (2008: RM16,642,000) are pledged as securities for banking facilities and hence are not available for general use.

Deposits with licensed banks of the Group of RM48,710,000 (2008: RM37,565,000) are pledged as securities for banking facilities granted to the Group and certain subsidiaries and hence are not available for general use. Included in the deposits pledged as securities for banking facilities is an amount of RM16,749,000 (2008: RM16,097,000) which is the form of Finance Service Reserve Account as referred to in Note 30.

The weighted average effective interest rates of deposits at the balance sheet date were as follows: Group Company

2009 2008 2009 2008 % % % % Licensed banks 5.59 3.70 2.75 3.25 The average maturities of deposits as the end of the financial year were as follows: Group Company 2009 2008 2009 2008 Days Days Days Days Licensed banks 94 96 181 90



27. SHARE CAPITAL Number of Ordinary Shares of RM1 each Amount 2009 2008 2009 2008 ‘000 ‘000 RM’000 RM’000 Authorised At 1 April/31 March 500,000 500,000 500,000 500,000 Issued and fully paid At 1 April 300,000 317,060 300,000 317,060 ESOS exercised - 7,344 - 7,344 Cancellation of treasury shares - (24,404) - (24,404)At 31 March 300,000 300,000 300,000 300,000 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.

The MTD Capital Bhd ESOS was approved by shareholders at an Extraordinary General Meeting held on 28 March 2002. The Scheme has lapsed in the previous financial year on 7 June 2007. The main features of the ESOS as set out in its By-Laws were as follows: i) Eligible persons were confirmed employees and full time Executive Directors of the Group, other than

Government employees or its representatives, who have served for at least 12 continuous months and at least 18 years of age prior to the date of offer. The eligibility for participation in the ESOS and the allotment of shares were at the discretion of the Options Committee appointed by the Board of Directors.

ii) The total number of shares to be offered was not to exceed 10% of the issued and paid-up capital of the Company at any point of time during the duration of the scheme provided always that the Company did not purchase its own shares and thereby diminishing its issued and paid up capital, in such an event, the ESOS was to remain valid and exercisable in accordance with the By-Laws of the Scheme.

iii) The maximum number of shares allocated to the management level in aggregate was not to exceed 50% of the shares available under the ESOS.

iv) The maximum number of shares allocated to any eligible person who, either singly or collectively through his/her associates, as defined in the Companies Act, 1965, holds not less than 20% in the issued and paid up capital of the Company, shall not exceed 10% of the shares available under the ESOS.



27. SHARE CAPITAL (CONTD.)

Employee Share Options Scheme (“ESOS”) (Contd.) v) The option price of each was to be the higher of the average of the mean market quotation shown in the Daily

Official List issued by the Bursa Malaysia Securities Berhad for the five market days preceding the Date of Offer, subject always to a maximum of 10% discount or the par value of the shares.

vi) No offer was made for less than 1,000 shares nor more than the maximum allowable allotment as set out in the By-Laws 4 of the ESOS to any eligible employee and the shares was to be exercised in the multiple of and not less than 1,000 shares.

vii) The shares to be allocated upon any exercise of the options would, upon allotment and issue, rank pari passu in all respects with the existing issued ordinary shares of the Company, except that the shares so issued do not rank for any dividends or other distributions declared, made or paid to shareholders which entitlement date thereof precedes the relevant exercise date of the options.

viii) The ESOS was personal to the grantee and was non-assignable, transferable or disposable except for the provisions of the By-Law 19.4.

ix) The options did not carry any right to vote at general meetings of the Company.

x) A grantee was not be entitled to any dividends, rights or other entitlements, in respect of his/her unexercised options.

xi) In the event of any alteration in the capital structure of the Company during the Option Year, whether by way of capitalisation of profits or reserves, rights issues, consolidation, sub-division, reduction of capital, issue of equity linked securities or otherwise howsoever taking place, such corresponding alterations (if any) should be made in: (a) the number of shares in relation to the Option so far as unexercised; and

(b) the subscription price.

xii) Employees who have participated in any other employee share option scheme of any company in the Group was not be eligible to be granted Options under the Scheme and a selected employee who has accepted an Offer to participate in the Scheme would not be eligible to participate in any other employee share option scheme implemented by any company in the Group.

xiii) The Scheme was in force for a period of 5 years from 7 June 2002.




(a) Employee Share Options Scheme (“ESOS”) (Contd.)

The share options movement was as follows:

Adjusted Exercise Exercise At At

Grant Date Expiry Date Price Price 1 April Exercised Lapsed 31 March RM RM ‘000 ‘000 ‘000 ‘000

2008 7 June 2002 6 June 2007 2.29 1.97 2,225 (606) (1,619) - 7 June 2003 6 June 2007 1.77 1.52 475 (292) (183) - 7 June 2004 6 June 2007 2.87 2.47 6,385 - (6,385) - 7 June 2005 6 June 2007 2.02 1.74 4,773 (3,997) (776) - 7 June 2006 6 June 2007 1.65 1.65 2,590 (2,449) (141) - 16,448 (7,344) (9,104) - Number of share options vested: 2009 2008 ‘000 ‘000 At beginning of year - 16,448 At end of year - -




(a) Employee Share Options Scheme (“ESOS”) (Contd.)

Details of share options exercised in the previous financial year and the fair value, at exercise date, of ordinary shares issued are as follows:

Fair Value of Number of Exercise Ordinary Share Consideration Exercise Date Price Shares Options Received RM RM ‘000 RM’000 2008 April 2007 1.52 2.09 - 2.36 25 38 April 2007 1.65 2.09 - 2.36 911 1,503 April 2007 1.74 2.09 - 2.36 327 569 May 2007 1.52 2.05 - 2.35 256 389 May 2007 1.65 2.05 - 2.35 1,043 1,721 May 2007 1.74 2.05 - 2.35 2,502 4,354 May 2007 1.97 2.05 - 2.35 222 437 June 2007 1.52 2.10 - 2.21 11 17 June 2007 1.65 2.10 - 2.21 495 817 June 2007 1.74 2.10 - 2.21 1,168 2,032 June 2007 1.97 2.10 - 2.21 384 756 7,344 12,633 Less: Par value of ordinary share (7,344)Share premium 5,289

28. RESERVES Group Company

2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Non-distributable:

Share premium (a) - - - - Capital reserve (b) 12,692 14,589 - -Treasury shares (c) (51,686) (49,047) (51,686) (49,047)Exchange translation reserve (d) (25,612) 191 - - Revaluation reserve (e) 6,760 6,760 - - Capital redemption reserve (f) 24,404 24,404 24,404 24,404 (33,442) (3,103) (27,282) (24,643)

Distributable: Retained profits (g) 352,846 355,120 835,393 789,496 319,404 352,017 808,111 764,853



28. RESERVES (CONTD.)

The nature and purpose of each category of reserve are as follows:

(a) Share premium

Share premium is in respect of issue of shares, net of its related expenses.

In prior year, an amount of RM51,487,731, being the premium paid for the par value of RM1.00 per share for each treasury share was cancelled pursuant to the cancellation of 24,403,768 treasury shares.

(b) Capital reserve The Group’s capital reserve comprises:

Group

2009 2008 RM’000 RM’000

Capital reserve of an existing associate 242 2,238 Capital reserve arising on warrants exercised by subsidiary 3,058 3,058 Capital reserve arising on share repurchased by subsidiary 3,630 3,630 Capital reserve arising on share issued by subsidiary 5,663 5,663 Other 99 - 12,692 14,589

Capital reserve of an existing associate represents the Group’s sharing of the existing associate’s capital reserve in respect of remaining investment which is currently captured as long term investments.

Other capital reserve arise from a Saudi Arabia branch of a wholly-owned subsidiary of MTD ACPI, Persys Sdn. Bhd.. According to Article 176 of the Company law in the Kingdom of Saudi Arabia, 10% of the net profit should be transferred to the Statutory Reserve. The branch may discontinue such annual transfer when the Statutory Reserve equals 50% of the capital.



28. RESERVES (CONTD.) (c) Treasury Shares

Of the total of 300,000,000 (2008: 300,000,000) issued and fully paid ordinary shares as at 31 March 2009, 17,207,832 (2008: 16,114,032) are held as treasury shares by the Company. As at 31 March 2009, the number of outstanding ordinary shares in issue and fully paid with voting rights is therefore 282,792,168 (2008: 283,885,968) ordinary shares of RM1 each.

The shareholders of the Company by an ordinary resolution passed in an annual general meeting held on 26 September 2008, renewed their approval for the Company’s plan to repurchase its own ordinary shares. The Directors of the Company are committed to enhancing the value of the Company for its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders.

The movement in treasury shares during the year is as follows: Group and Company

Number of Ordinary Shares of RM1 each Amount

2009 2008 2009 2008 ‘000 ‘000 RM’000 RM’000 At 1 April 2008/2007 16,114 19,055 49,047 47,671 Acquisition of treasury shares 1,094 21,463 2,639 65,905 Cancellation of treasury shares - (24,404) - (64,529)At 31 March 17,208 16,114 51,686 49,047

(d) Exchange translation reserve

The exchange translation reserve comprises all foreign exchange differences arising from translation of the financial statements of subsidiaries and translation of liabilities that hedge the Group’s net investment in foreign subsidiaries.

(e) Revaluation reserve

The revaluation reserve recognised is as a result of acquisition of MTD ACPI on 16 October 2006.

(f) Capital redemption reserve Pursuant to the cancellation of 24,403,768 treasury shares on 28 November 2007, an amount of RM24,403,768, being the par value of RM1 per share of each treasury shares cancelled, was transferred from share capital to the capital redemption reserve during that year.



28. RESERVES (CONTD.) (g) Retained profits

Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend paid, credited or distributed to its shareholders, and such dividends will be tax exempted in the hands of the shareholders (“single tier system”).

However, there is a transitional period of six years, expiring on 31 December 2013, to allow companies to pay franked dividends to their shareholders under limited circumstances. Companies also have an irrevocable option to disregard the Section 108 balance and opt to pay dividends under the single tier system. The change in tax legislation also provides for the Section 108 balance to be locked-in as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007. The Company did not elect for the irrevocable option to disregard the Section 108 balance. Accordingly, during the transitional period, the Company may utilise the credit in the Section 108 balance as at 31 December 2007 to distribute cash dividend payments to ordinary shareholdings as defined under the Finance Act 2007.

As at 31 March 2009, the Company has tax exempt profits available for distribution of approximately RM615,000 (2008: RM615,000), subject to the agreement of the Inland Revenue Board. The Company has sufficient credit in the Section 108 balance to pay franked dividends amounting to RM89,265,000 (2008: RM69,711,000) out of its retained earnings. If the balance of the retained earnings of RM745,513,000 (2008: RM719,170,000) were to be distributed as dividends, the Company may distribute such dividends under the single tier system.

29. DEFERRED TAX Group

2009 2008 RM’000 RM’000 At beginning of year 112,135 113,460 Recognised in income statement (Note 9) (2,284) (1,336)Exchange differences 339 11 At end of year 110,190 112,135 Presented after appropriate offsetting as follows: Deferred tax assets (35,493) (41,496)Deferred tax liabilities 145,683 153,631 110,190 112,135



29. DEFERRED TAX (CONTD.)

The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:

Deferred Tax Liabilities of the Group Excess of Tax Capitalised Allowances Over Items Fully Waiver of Depreciation Deducted For Government and Amortisation Tax Purposes Soft Loan Total RM’000 RM’000 RM’000 RM’000 At 1 April 2008 150,619 619 2,393 153,631 Recognised in income statement (8,381) (319) 760 (7,940)Exchange differences (8) - - (8)At 31 March 2009 142,230 300 3,153 145,683 At 1 April 2007 148,567 2,361 1,800 152,728 Recognised in income statement 2,044 (1,742) 593 895 Exchange differences 8 - - 8 At 31 March 2008 150,619 619 2,393 153,631

Deferred Tax Assets of the Group Unabsorbed Capital Allowances and Government Tax Losses Compensation Provision Others Total RM’000 RM’000 RM’000 RM’000 RM’000 At 1 April 2008 (15,205) (20,698) (3,165) (2,428) (41,496)Recognised in income statement 5,797 359 (2,278) 1,778 5,656 Exchange differences 207 - 697 (557) 347 At 31 March 2009 (9,201) (20,339) (4,746) (1,207) (35,493) At 1 April 2007 (15,195) (21,714) (2,359) - (39,268)Recognised in income statement (10) 1,016 (846) (2,391) (2,231)Exchange differences - - 40 (37) 3 At 31 March 2008 (15,205) (20,698) (3,165) (2,428) (41,496)



29. DEFERRED TAX (CONTD.) Deferred tax assets have not been recognised in respect of the following items:

Group 2009 2008 RM’000 RM’000 Unused tax losses 100,522 68,252 Unabsorbed capital allowances 22,336 26,238 Other deductible temporary differences 39,661 32,171 162,519 126,661 The unutilised tax losses, unabsorbed capital allowances and other deductible temporary differences of the Group are available indefinitely for offsetting against future taxable profits of the respective entities within the Group in which those items arose is subject to no substantial change in shareholdings of those entities under the Income Tax Act, 1967 and guidelines issued by the tax authority. Deferred tax assets have not been recognised in respect of these items as they have arisen in companies that have a recent history of losses, or have ceased operation, or in companies where future taxable profits may be insufficient to trigger the utilisation of these items.

30. BORROWINGS

Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Short Term Borrowings Secured: Revolving credits 81,864 62,800 30,000 45,000 Term loans 74,007 74,906 - - Bankers’ acceptances 2,896 11,143 - - Bank overdrafts 22,171 15,305 - - Hire purchase and finance lease payables (Note 31) 1,993 2,892 - - 182,931 167,046 30,000 45,000 Unsecured: Revolving credits 68,650 49,000 - - Bankers’ acceptances - 4,621 - - Bank overdrafts 5,203 671 - - Medium term notes 40,000 51,000 - - 113,853 105,292 - - 296,784 272,338 30,000 45,000



30. BORROWINGS (CONTD.)

Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Long Term Borrowings Secured: Term loans 882,764 314,062 514,500 80,000 Islamic medium term notes 600,000 600,000 - - Hire purchase and finance lease payables (Note 31) 3,801 2,672 - - 1,486,565 916,734 514,500 80,000

Unsecured: Medium Term Notes - 40,000 - - 1,486,565 956,734 514,500 80,000

Total Borrowings Revolving credits 150,514 111,800 30,000 45,000 Term loans 956,771 388,968 514,500 80,000 Bankers’ acceptances 2,896 15,764 - - Bank overdrafts (Note 26) 27,374 15,976 - - Medium term notes 40,000 91,000 - - Islamic medium term notes 600,000 600,000 - - Hire purchase and finance lease payables (Note 31) 5,794 5,564 - - 1,783,349 1,229,072 544,500 125,000 Maturity of borrowings excluding hire purchase and finance lease payables Within one year 294,791 269,446 30,000 45,000 More than 1 year but not later than 2 years 73,132 109,062 - 80,000 More than 2 years but not later than 5 years 703,613 245,000 514,500 - 5 years or more 706,019 600,000 - - 1,777,555 1,223,508 544,500 125,000




The weighted average effective interest rates and share of profit margin on Islamic Notes at the balance sheet date for borrowings, excluding hire purchase and finance lease payables, were as follows:

Group Company 2009 2008 2009 2008 % % % % Revolving credits 4.8 5.2 4.1 5.2 Bankers’ acceptances 4.1 6.2 - - Term loans 11.4 11.9 5.1 5.2 Islamic medium term notes 5.4 5.4 - - Bank overdrafts 8.5 7.9 - - Medium Term Notes 6.8 6.8 - - (i) The secured revolving credits, bankers’ acceptances, term loans, bank overdrafts and bridging loan of the

Group are secured by certain assets of the Group and of the Company as disclosed in Notes 12, 13, 14, 15, 19 and 26.

The revolving credits are secured by the following:

(a) Fixed charge by pledging of shares and fixed deposits of the Company and of the Group; (b) Corporate guarantee by the subsidiary;(c) Assignment of all rights/interest of dividends/capital repayment/distribution of MTD InfraPerdana to the

Company; and(d) Undertaking of the Company to procure MTD InfraPerdana to declare cash distribution/capital repayment

to service its debt obligations.




The term loans are secured by one or more of the following: (a) Negative pledge on all that piece of freehold land and all other assets of a subsidiary;(b) Proportionate corporate guarantee of Metacorp Berhad and letter of awareness of the facilities provided by

the bank to its former subsidiary;(c) First fixed charge by pledging shares of the Company;(d) First fixed charge on quoted shares of an associate company of a subsidiary;(e) First legal charge over the investment property as referred to in Note 14;(f) Assignment of rental proceeds of the investment property;(g) Assignment of debt reserve account and revenue account of a subsidiary, Exclusive Skycity Sdn. Bhd.

(“ESSB”);(h) Corporate guarantee by the subsidiary;(i) Undertaking by the subsidiary to ensure that ESSB remains wholly owned by the subsidiary and that ESSB

is in the position to meet its financial obligations on a timely basis;(j) Debenture by the subsidiary creating a fixed and floating charge;(k) Assignment of insurance proceeds in relation to the investment property;(l) Fixed deposits as disclosed in Note 26;(m) Legal pledge of unquoted and quoted shares under memorandum of deposits;(n) Assignment by way of security over the designated account which is ranked pari passu with the Islamic

Medium Term Notes holders;(o) Assignment of all rights/interest of dividends/capital repayment/distribution of MTD Infraperdana to the

Company;(p) Undertaking of the Company to procure MTD InfraPerdana to declare cash distribution/capital repayment

to service its debt obligations;(q) First legal charge over land and buildings of certain subsidiaries as disclosed in Note 12;(r) A registered debenture creating a fixed and floating charge on present and future assets of certain

subsidiaries;(s) Negative pledge from subsidiaries;(t) Second legal charge over the investment property as referred to in Note 14;(u) To procure ESSB, the owner of the investment property as referred to in Note 14, to dispose of the an

investment property and to complete the disposal by 30 June 2010.

(ii) Foreign Term Loan During the year, Malayan Banking Berhad (“MBB”) via a letter of offer dated 27 November 2008 had agreed to grant South Luzon Tollway Corporation (“SLTC”) a syndicated term loan facility of up to an aggregate of USD106,000,000 or equivalent to Philippine Peso of up to an aggregate of PHP5,000,000,000 (“STL Facility”) and a Foreign Exchange Contract line of up to an aggregate of USD106,000,000 (“FEC Facility”) (collectively referred to as “Bank Facility”) for the purpose to partially finance the construction, rehabilitation, expansion, operation and maintenance of the South Luzon Expressway (“SLEX”) under the Supplemental Toll Operation Agreement dated 1 February 2006 (“STOA”) entered into between SLTC, Philippines National Construction Corporation (“PNCC”), Toll Regulatory Board of of Philippines (“TRB”) and Manila Toll Expressway Systems, Inc. (“MATES”).




(ii) Foreign Term Loan (Contd.)

The tenure of the Bank Facility shall be for seven and a half (7.5) years, inclusive of twenty-one (21) months from the date of first drawdown and from the date of signing of Bank Facility documents, whichever earlier.

The STL Facility comprised the following tranches in the following order of sequence:-

(a) Tranche 1 of up to an aggregate of USD56,000,000 or equivalent to PHP2,800,000,000; and

(b) Tranche 2 of up to an aggregate of USD50,000,000 or equivalent to PHP2,200,000,000

provided that:

(i) drawdown of Tranche 2 is only allowed after the execution of the proposed acquisition by a fellow subsidiary company, namely MTD InfraPerdana Bhd (“MTD Infra”) of a 49% equity stake in MTD Bahrain Holding Company WLL (“MTD Bahrain”) for a total consideration of RM400,000,000 to be settled in cash, on a deferred payment basis from the Company, which will be based on the amortisation schedule of the STL Facility (“Proposed Acquisition”); and

(ii) the Proposed Acquisition is implemented subsequent to the completion of the proposed privatisation of MTD Infra by MTD Capital Bhd. by way of a selective capital repayment exercise under Section 64 of the Companies Act, 1965 (Proposed Privatisation).

(c) FEC Facility of up to an aggregate of USD106,000,000.

The Bank Facility shall be secured by the following:

(a) Security Arrangement Prior to the Completion of the Proposed Acquisition and Proposed Privatisation are as follows:

(i) Corporate guarantee from the Company;

(ii) Corporate guarantee from Alloy Consolidated Sdn. Bhd. (“ACSB”)

(iii) Corporate guarantee from Nikvest Sdn. Bhd. (“NSB”), major shareholder of the Company;

(iv) Memorandum of Deposit (“MOD”) over 100% MTD Bahrain shares currently held by the Company;




(ii) Foreign Term Loan (Contd.)

(a) (v) The Company to provide undertaking letter to:-

1. Procure MTD Infra to enter into and execute the Sale and Purchase Agreement (“SPA”) in relation to the Proposed Acquisition after completion of the Proposed Privatisation. These will include but not limited to:-

1.1 The undertaking to procure the entering into and perfection of the SPA for the Proposed Acquisition by MTD Infra;

1.2 The undertaking to procure the completion of Proposed Privatisation of MTD Infra;

1.3 The Proposed Acquisition involves the disposal by MTD Equity of 49% of its 100% equity interest in MTD Bahrain which effectively owns 80% equity interest in SLTC;

1.4 Consideration for the Proposed Acquisition of RM400 million;

1.5 Consideration shall be paid for in cash on a deferred basis by MTD Infra in accordance with the repayment schedule of the STL Facility as set-out in accordance with the Bank Facility Agreement; and

1.6 The undertaking to procure all necessary approvals whether internal or otherwise to ensure timely completion and execution of the Proposed Privatisation and Proposed Acquisition respectively.

2. Procure the assignment of the MTD Equity’s deferred payment consideration of RM400 million

to be received from MTD Infra pursuant to the Proposed Acquisition; and

3. Irrevocably and unconditionally undertake to repay the entire amount of drawdown under Tranche 1 within 3 months of receipt of notice from the Maybank Group in one single bullet repayment in the event that Proposed Acquisition and the subsequent assignment of the consideration for the Proposed Acquisition is not completed by 30 April 2009; and

4. Fully indemnify MBB against any and all fees, costs, expenses, damages, liabilities, or claims that may be suffered by and/or brought against MBB pursuant to, or arising from, or in connection with any untrue statement or omission of any material information which may prejudice the successful completion of the syndication.




(ii) Foreign Term Loan (Contd.) (a) (vi) Letter of Undertaking by the Company, MTD Equity, MTD Bahrain and MTD Manila Expressways, Inc.

(“MTDME”) (collectively referred to as “Sponsors”) undertaking that:-

1. In the event of a shortfall in the Debt Service Reserve Account (“DSRA”) to provide in favour of MBB a letter of credit from a bank acceptable to MBB or top up cash in an amount equal to such a shortfall; and

2. Until the Project Financial Completion Date (as defined in the Bank Facility Agreement) to provide to SLTC in the form of equity or subordinated loans such additional funds that may be needed by SLTC to:-

1.1 finance cost overruns; or 1.2 meet SLTC’s financial obligations as and when fall due, including all of SLTC’s obligations

under the Bank Facility Agreement. First ranking security interest over the following:

1. All assets of SLTC, as permitted under the STOA;

2. All revenues of SLTC and all of its accounts, including the DSRA required to be established with

the bank and the SLTC’s revenues will be subject to a waterfall mechanism;

3. All shares held by MTD Manila Expressways, Inc. (not less than 80%) in SLTC;

4. The termination of compensation under the STOA;

5. Any subordinated debt from the Sponsors and PNCC; and

6. The insurance policies of SLTC.

(vii) Assignment of the STOA (as may be allowed thereunder), the Lump Sum Turnkey EPC Contract and other relevant agreements;

(viii) Assignment of the performance bonds;

(ix) Charge over the DSRA to capture the deferred payment consideration from MTD Infra pursuant to the Proposed Acquisition; and

Any other document and security executed or created or which may hereafter be executed or created to secure the payment and repayment of interest and principal of the Facilities, and other money covenanted to be paid by the security party under or in respect of the Facilities.




(ii) Foreign Term Loan (Contd.) (b) Security Arrangement After Proposed The Completion of the Proposed Acquisition and Proposed

Privatisation are as follows:

(i) Corporate guarantee from the Company;

(ii) Memorandum of Deposit (“MOD”) over 100% MTD Bahrain shares currently held by the Company through MTD Equity;

(iii) Duly executed SPA in relation to the Proposed Acquisition;

(iv) Assignment of MTD Equity’s deferred payment consideration of RM400 million to be received from MTD Infra pursuant to the Proposed Acquisition;

(v) Legal charge on the DSRA to capture the deferred payment consideration from MTD Infra pursuant to the Proposed Acquisition;

(vi) All documents referred to in Note (a)(vi) to Note(a)(ix) above; and

Any other document and security executed or created or which may hereafter be executed or created to secure the payment and repayment of interest and principal of the Facilities, and other money covenanted to be paid by the security party under or in respect of the Facilities.

In respect of the Bank Facility and the securities to be created in respect thereof, the Company shall be required to execute the following: (a) Deed of subordination by the Sponsors and PNCC (“Deed of Subordination”);

(b) MOD of 100% MTD Bahrain shares; and

(c) Letter of Undertaking by the Sponsors.

On 16 March 2009, the Company received a letter from CIMB Bank Berhad (“CIMB”) in agreeable for the Company to execute Corporate Guarantee and other security documents in relation to the STL Facility.

The above consent is subject to the receipt of Irrevocable Letter of Undertaking from the Company in respect of procurement of Exclusive Skycity Sdn. Bhd. (“ESSB”), a subsidiary of the Company, the owner of the investment property as referred to in Note 14, to dispose of the investment property and to complete the disposal by 30 June 2010. Any excess of net disposal proceeds after settlement of ESSB’s facility shall be utilised to reduce the amount owing under the existing banking facilities with CIMB. As at 31 March 2009, the carrying amount of the investment property is RM75,223,000.



30. BORROWINGS (CONTD.) (ii) Foreign Term Loan (Contd.)

As at 31 March 2009, Tranche 1 of the STL Facility had been drawndown by SLTC. Subsequently, a SPA has also been executed on 21 April 2009 between MTD Equity and MTD Infra for the purpose of disposal of 49% equity interest in MTD Bahrain from the former to the latter upon the completion of the Proposed Privatisation of MTD Infra during the year as mentioned in Note 41(b). Following this, Tranche 2 of the STL Facility has also been drawndown subsequent to financial year ended 31 March 2009.

(iii) Medium Term Notes

On 14 January 2003 a subsidiary company, namely MTD ACPI entered into a Facility Agreement with AmMerchant Bank (“Investor”) for an Islamic Notes Issuance Facility comprising the issuance of Commercial Papers (“CPs”) and/or Medium Term Notes (“MTNs”) based on the Syariah principle of Mudarabah.

The aggregate outstanding amount of the face value of the CPs and MTNs issued under the Facility shall at any one time not exceed RM130,000,000. The proceeds of the issue were utilised to finance existing projects, to repay existing bank borrowings, part finance capital expenditure and to provide additional working capital. Both the CPs and MTNs are unsecured.

Pursuant to the Facility Agreement, MTD ACPI disposed of certain assets to the Investor at an agreed purchase price. The same assets were then resold by the Investor to MTD ACPI at a selling price which comprise the original purchase price and a profit portion or margin agreed between MTD ACPI and the Investor.

The settlement of the purchase consideration was by issuance of a negotiable and non-interest bearing promissory note, either in the form of CPs or MTNs, or a combination of both and may be traded in the secondary market under the Syariah principle of Bai’ Al-Dayn. The CPs were issued at a discount to face value and the MTNs were issued at par. Both the CPs and MTNs will be redeemed at their selling price on the respective maturity dates.

Details of the MTNs issued by MTD ACPI and outstanding as at balance sheet date are as follows:

Yield at date of Issuance Maturity Amount Type of facility issuance (%) Date Date RM’000 Issue 3 6.03 7 July 2003 7 July 2009 40,000

On 7 July 2009, MTD ACPI redeemed the entire MTN.




(iv) Islamic Medium Term Notes Programme (“Islamic MTN Programme”) In previous year, a subsidiary company namely, MTD InfraPerdana, had obtained a RM700.0 million Islamic MTN Programme facility (“Facility”) pursuant to the approval obtained from the Securities Commission on 16 February 2007. The Facility bears a profit share margin ranging from 5.18% to 5.55% per annum and is secured by way of:

(a) an assignment and charge over the Finance Service Reserve Account of the Company and the credit

balances therein; and

(b) an assignment and charge over the Revenue Account of MTD InfraPerdana and the credit balances therein to be shared on pari passu basis with the lenders of the RM250 million Fixed Rate Term Loan or, if required, the lenders in relation to the Permitted Borrowings.

The Company is required to open a Syariah compliant account (“Revenue Account”) with a bank for the purpose of crediting and/or depositing the following: (a) proceeds from the Facility;

(b) dividends received from any of MTD InfraPerdana’s subsidiaries other than dividends from Metramac Corporation Sdn. Bhd. (“Metramac”);

(c) amounts received pursuant to the issue of any ordinary shares, preference shares and all other forms of equity distribution;

(d) proceeds from the disposal of treasury shares held pursuant to any share buyback exercise and/or any disposal of assets;

(e) proceeds of any insurance claims; and

(f) all other revenue or income of MTD InfraPerdana (including for the avoidance of doubt, unless otherwise required by the Fixed Rate Term Loan lenders, any compensation or any other payment made by Metacorp arising from the outcomes of the claim by Fawziah Holdings Sdn. Bhd. against Metramac).




(iv) Islamic Medium Term Notes Programme (“Islamic MTN Programme”) (Contd.)

The proceeds of the Islamic MTN Programme shall be utilised as follows: (a) up to RM400 million nominal value for payment of dividends or any distribution including capital

repayment; (b) up to RM80 million nominal value for the repayment of bank borrowings/facilities of MTD InfraPerdana;

(c) up to RM110 million nominal value for the repayment of those advances from its subsidiary, MTD Prime

Sdn. Bhd., which will in turn be used towards repayment of the subsidiary’s bank borrowings/facilities; and

(d) the remaining amount for working capital requirements and payments of fees, expenses, costs and all other amounts payable under this Facility.

On 2 April 2007, MTD InfraPerdana issued a RM600.0 million Islamic Medium Term Notes under the Islamic MTN Programme.

The Islamic Medium Term Notes is repayable in eight (8) half yearly installments of RM75 million each with the first installment commencing on 2 October 2018 and the last installment on 1 April 2022.

(v) Unsecured borrowings In prior year, the unsecured bankers’ acceptances’ weighted average effective interest rate at the balance sheet date was 6.2% per annum and were repayable on demand.

The unsecured revolving credit of the subsidiaries are guaranteed by the Company. The revolving credits’ weighted average effective interest rate at the balance sheet date was 4.9% (2008: 5.3%) per annum and repayable on demand.



31. HIRE PURCHASE AND FINANCE LEASE PAYABLES Group 2009 2008 RM’000 RM’000 Minimum lease payments: Not later than 1 year 2,140 2,579 Later than 1 year and not later than 2 years 5,420 2,493 Later than 2 years not later than 5 years 123 1,024 7,683 6,096 Less: Future finance charges (1,889) (532)Present value of finance lease liabilities (Note 30) 5,794 5,564 Present value of finance lease liabilities: Not later than 1 year 1,993 2,892 Later than 1 year and not later than 2 years 3,683 1,916 Later than 2 years not later than 5 years 118 756 5,794 5,564 Less: Amount due within 12 months (1,993) (2,892)Amount due after 12 months 3,801 2,672

Analysed as: Due within 12 months (Note 30) 1,993 2,892 Due after 12 months (Note 30) 3,801 2,672 5,794 5,564 The Group has finance lease and hire purchase contracts for motor vehicles (Note 12(a)). There are no restrictions placed upon the Group by entering into these leases and no arrangement have been entered into for contingent rental payments. The weighted average effective interest rate at the balance sheet date was 11.8% (2008: 11.6%) per annum.



32. DEFERRED INCOME

Advance receipt for Waiver of Government future right government cash to operate support loan compensation petrol kiosk Total Group RM’000 RM’000 RM’000 RM’000

At 31 March 2009 Cost At 1 April 2008/ 31 March 2009 184,552 87,300 19,498 291,350 Accumulated amortisation At 1 April 2008 9,533 4,508 5,128 19,169 Amortisation during the year 3,039 1,437 746 5,222 At 31 March 2009 12,572 5,945 5,874 24,391 Net carrying amount 171,980 81,355 13,624 266,959 At 31 March 2008 Cost At 1 April 2007/31 March 2008 184,552 87,300 19,498 291,350 Accumulated amortisation At 1 April 2007 6,939 3,270 4,382 14,591 Amortisation during the year 2,594 1,238 746 4,578 At 31 March 2008 9,533 4,508 5,128 19,169 Net carrying amount 175,019 82,792 14,370 272,181 On 26 July 2002, the Government of Malaysia announced that the toll rates for Gombak and Bentong tolls for the toll concession owned by MTD InfraPerdana’s subsidiary, MTD Prime Sdn. Bhd. (“MTD Prime”) has been revised to RM4.00 and RM2.50 per passenger car unit respectively. The revised toll rates are lower than the rates agreed previously. As partial compensation, the Government of Malaysia proposed to: (i) waive the Government support loan amounting to approximately RM183,200,000; (ii) compensate MTD Prime in cash totalling RM97,100,000; (iii) extend the concession period for Kuala Lumpur - Karak Highway for another six (6) years to expire in 2032;

and(iv) grant to MTD Prime the right to manage and collect and retain tolls on the East Coast Expressway Phase 1 for

twenty eight (28) years from 2005 until year 2032.



32. DEFERRED INCOME (CONTD.) The proposed compensation was finalised on 12 December 2003 with the execution of the Second Supplemental Concession Agreement signed by MTD Prime with the Government of Malaysia. MTD Prime received the total cash compensation amounting to RM97,100,000 during the same year. The Company recognises the amount for tax on the Government Support Loan waiver based on the amount recognised in the income statement annually.

33. SUBSIDY ACCOUNT

Group 2009 2008 RM’000 RM’000 Subsidy sum 405,000 405,000 Reimbursement from Dato’ Bandaraya Kuala Lumpur 22,434 22,434 Payment for expressway development expenditure (425,477) (425,477) 1,957 1,957 Pursuant to the letter of subsidy dated 13 February 1992, the Government of Malaysia agreed to grant a subsidy of RM405 million to a subsidiary to be paid to a bank account jointly managed by the Government and the subsidiary (per the Subsidy Account Agreement dated 13 March 1992 - an agreement supplemental to the Replacement Concession Agreement).

34. RETIREMENT BENEFIT OBLIGATIONS The Company and certain subsidiaries operate an unfunded defined benefit retirement benefit scheme for its eligible employees. Provision for the unfunded retirement benefit obligations is made in accordance with the terms stipulated in the Collective Agreement for all eligible employees. This is calculated based on the employees’ current emoluments and the length of their service with those subsidiaries.

The amounts recognised in the balance sheet are determined as follows: Group Company

2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Present value of unfunded defined benefit obligations, representing net liability 15,862 13,719 476 421



34. RETIREMENT BENEFIT OBLIGATIONS (CONTD.)

Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Analysed into: Current 578 231 1 1 Non-current: Later than 1 year but not later than 2 years 1,445 579 1 1 Later than 2 year but not later than 5 years 2,062 579 1 1 Later than 5 years 11,777 12,330 473 418 15,284 13,488 475 420 15,862 13,719 476 421 The amounts recognised in the income statement are as follows:

Group Company

2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Current service cost 1,212 1,737 34 33 Adjustment of liability 4 (873) - - Interest cost 648 640 21 19 Total, included in employee benefits expense (Note 7) 1,864 1,504 55 52 Movements in the net liabilities in the current year were as follows:

Group Company

2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 At beginning of the year 13,719 11,865 421 369 Acquisition of subsidiaries 523 561 - - Payment (300) (211) - - Exchange difference 56 - - - Recognised in income statement (Note 7) 1,864 1,504 55 52At end of the year 15,862 13,719 476 421



34. RETIREMENT BENEFIT OBLIGATIONS (CONTD.) Principal actuarial assumptions used: 2009 2008 % % Discount rate 5.1 5.1 Expected rate of salary increases 4.0 - 5.6 4.0 - 5.6

35. TRADE AND OTHER PAYABLES Group Company

2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Trade payables 237,580 251,389 131 479 Progress billing in respect of property development cost - 7,085 - - Retention sum (Note 25) 79,940 76,678 - - 317,520 335,152 131 479 Other payables: Amount due to subsidiaries - - 72,811 134,665 Accruals, deposits received and sundry payables 151,937 110,273 377 1,864 Provision for foreseeable loss 28,410 28,585 28,410 28,585 Provision for litigation losses 564 564 - - 180,911 139,422 101,598 165,114 498,431 474,574 101,729 165,593

(a) Trade payables and retention sum

Included in the trade payables and retention sums of the Group are amounts of RM25,683,000 (2008: RM12,558,000) and RM19,320,000 (2008: RM10,033,000) in respect of construction works payable to companies in which certain Directors of the Company are deemed to have an interest. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

The normal trade credit terms granted to the Group range from 30 to 120 days (2008: 30 to 120 days). The retention sums are payable at the expiry period of 12 to 24 months (2008: 12 to 24 months) after the completion by the respective sub contractors in their projects.



35. TRADE AND OTHER PAYABLES (CONTD.) (b) Amount due to subsidiaries

The amount due to subsidiaries are non-trade in nature, unsecured and interest free with no fixed terms of repayment.

(c) Accruals, deposits received and sundry payables

Included in accruals of the Group are liquidated ascertained damages payable amounting to RM23,000 (2008: RM1,818,000).

Included in sundry payables is an amount of RM5,781,010 (2008: RM5,781,010) which represents amount owing to former shareholders of a subsidiary. The amount is unsecured, non-interest bearing and has no fixed term of repayment.

(d) Provision for foreseeable loss

The provision for foreseeable loss is in respect of the Company’s share in the potential contract loss arising from an unincorporated joint venture, Malaysia-China Hydro Joint Venture (“MCH JV”), based on audited accounts as at 30 June 2008 and managements accounts for the 6 months period ended 31 December 2008. The MCH JV, an unincorporated joint venture led by Sime Engineering Sdn. Bhd., is currently executing the contract for the CW2 Package for the main civil works for the Bakun Hydroelectric Project awarded by the Sarawak Hidro Sdn. Bhd.. The Company has a 7.7% interest in the project.

(e) Provision for litigation losses The provision for litigation losses is in respect of the litigation case between the subsidiary company, Metramac Corporation Sdn. Bhd. and Fawziah Holdings Sdn. Bhd.. Details of this litigation is provided in Note 43(c).

Group 2009 2008 RM’000 RM’000

At beginning of year / end of year 564 564



36. SEGMENT INFORMATION

Segment information is presented in respect of the Group’s business. Inter-segment pricing is determined according to the normal course of business and has been established under the terms that are no less favourable than those arranged with external customers. Segment revenue, results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. (i) Business Segments

The Group’s major business segments are as follows:

(a) Engineering and construction - civil and infrastructure construction and engineering works

(b) Trading and services - trading, servicing and dealing in road construction equipment - project management services

(c) Investment holding and others - investing in subsidiaries, associates, jointly controlled entities and other investments which are long term in nature - rental of investment properties

- providing energy

d) Toll collection - managing and collecting toll on concession highways

(e) Project development - developing residential and commercial properties

(ii) Geographical Segments

The Group’s major geographical segments are as follows: (a) Malaysia

(b) South East Asia

(c) Middle East

(d) Others



36. SEGMENT INFORMATION (CONTD.)

(a) Business Segment:

Engineering Trading Investment

and and holding and Toll Property

construction services others collection development Elimination Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

31 March 2009

Revenue

External sales 486,063 272,387 17,008 291,541 89,160 - 1,156,159

Inter-segment sales 286,227 15,469 278,340 - - (580,036) -

Total revenue 772,290 287,856 295,348 291,541 89,160 (580,036) 1,156,159

Results

Segment results (63,661) (10,151) 29,578 143,820 (30,762) - 68,824

Unallocated corporate expense 31,957

Profit from operations 100,781

Finance costs (78,586)

Investments in associated

companies 5,803

Investments in jointly

controlled entities 2,385

Profit before taxation 30,383

Taxation (50,943)

Loss after taxation (20,560)

Minority interests 26,242

Net profit for the year 5,682




(a) Business Segment : (contd.)




RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

31 March 2009

Assets and liabilities

Segment assets 473,146 259,216 621,309 1,301,223 489,000 - 3,143,894

Investments in

associated companies 62,699


controlled entities -

Unallocated corporate assets 279,263

Consolidated total assets 3,485,856

Segment liabilities 253,139 148,294 54,087 308,942 25,199 - 789,661

Unallocated corporate

liabilities

- Borrowings 1,783,349

- Others 152,360

Consolidated total liabilities 2,725,370

Other information

Capital expenditure 576 10,857 55,600 250,412 651 - 318,096

Depreciation and amortisation 5,649 20,680 2,481 36,461 666 - 65,937








RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

31 March 2008

Revenue

External sales 517,490 255,222 13,322 277,465 37,897 - 1,101,396

Inter-segment sales 140,648 11,810 134,561 - 25,154 (312,173) -

Total revenue 658,138 267,032 147,883 277,465 63,051 (312,173) 1,101,396

Results

Segment results 19,206 (57,359) 3,068 151,476 29,372 - 145,763


expense 52,120

Profit from operations 197,883

Finance costs (74,866)

Share of results of


Share of results of jointly


Profit before taxation 136,787

Taxation (50,382)

Profit after taxation 86,405

Minority interests (36,380)

Net profit for the year 50,025








RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

31 March 2008

Assets and liabilities

Segment assets 645,446 139,304 494,242 958,609 469,290 - 2,706,891

Investments in




Unallocated corporate assets 365,589

Consolidated total assets 3,133,641

Segment liabilities 290,779 49,540 35,934 355,198 70,442 - 801,893


liabilities 1,389,802

Consolidated total liabilities 2,191,695

Other information

Capital expenditure 5,646 11,915 43,957 109,091 88 - 170,697

Depreciation and

amortisation 5,878 18,427 1,390 29,899 423 - 56,017

(b) Geographical Segment:

Malaysia South East Asia Middle East Others Total

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

External sales 948,337 909,973 13,112 23,903 99,058 110,220 95,652 57,300 1,156,159 1,101,396

Segment assets 1,999,890 2,099,839 753,175 345,697 30,279 40,084 360,550 221,271 3,143,894 2,706,891

Capital expenditure 33,383 31,856 237,308 94,759 769 2,246 46,636 41,836 318,096 170,697



37. COMMITMENTS (a) Capital Commitments

As at balance sheet date, the Group has the following capital commitments: Group

2009 2008 RM’000 RM’000 Capital expenditure Approved and contracted for: Project construction cost 7,657 - Property development expenditure 64,940 29,553 72,597 29,553 Approved but not contracted for: Property, plant and equipment 528 303

(b) Non-Cancellable Operating Lease Commitments - Group as Lessor

The Group has entered into a commercial property lease on its investment property. The lease has a remaining non-cancellable lease term of 3 1/2 (2008: 4 1/2) years. The lease includes a clause to enable a revision of the rental charge at the expiry of every 3 years. The revised rental charges shall not be more than 10% above or below the previous rental charge. Group 2009 2008 RM’000 RM’000 Future minimum rentals receivables: Not later than 1 year 7,493 7,493 Later than 1 year and not later than 5 years 18,420 26,226 25,913 33,719



38. CONTINGENT LIABILITIES Group Company

2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Potential maximum liabilities for: Unsecured trade guarantees for subsidiaries - - - 7,900 Unsecured performance guarantees for projects undertaken by subsidiaries 152,442 188,786 9,640 42,542 Unsecured guarantees and contingencies relating to borrowings of subsidiaries: -East Coast Expressway project - - 76,319 283,819 -Overseas - - 389,700 - -Others - - 81,861 174,500 - - 547,880 458,319 Unsecured guarantees and contingencies relating to borrowings of associate and jointly controlled entity - 80,517 - 80,517 Unsecured guarantees to Swarna Tollway Private Limited for IWM Constructions Private Limited - 17,086 - 17,086 Unsecured guarantees to Sime Darby for MCH JV in relation to financial relief of Bakun Project 92,400 92,400 92,400 92,400 Secured performance guarantees for projects undertaken by subsidiary 18,410 15,110 18,410 15,110 Unsecured letter of guarantee to Lembaga Lebuhraya Malaysia as security for due performance of the Group 1,500 1,500 - - 264,752 395,399 668,330 713,874

39. CONTINGENT ASSET

A subsidiary has made an insurance claim of RM38,586,234 (2008: RM38,586,234) in respect of additional costs incurred for a construction project caused by landslide incident. For recent development of the claim, please refer to Note 43(b).



40. SIGNIFICANT RELATED PARTY TRANSACTIONS Identity of related parties (a) Subsidiaries

The Company has a controlling related party relationship with its subsidiaries as disclosed in Note 15.

(b) Associates

The Company has a related party relationship with its associates as disclosed in Note 16.

(c) Jointly controlled entities

The Company also has a related party relationship with its jointly controlled entities as disclosed in Note 17.

(d) Affiliated companies in which certain Directors are deemed to have an interest

Companies in which Datin Nik Fuziah Binti Nik Hussain, who is the daughter of Dato’ Dr. Nik Hussain Bin Abdul Rahman and the spouse of Dato’ Azmil Khalili Bin Dato’ Khalid has an interest: - Alloy Consolidated Sdn. Bhd. - Alloy Toll Management Sdn. Bhd. - Alloy Maintenance Engineering Sdn. Bhd. - Alloy Concrete Engineering Sdn. Bhd. - Alloy Erosion Control Sdn. Bhd.- Alloy Insurance Broker Sdn. Bhd.- Alloy Advertising Sdn. Bhd. (formerly known as Nilam Simfoni Sdn. Bhd.) In addition, the affiliated companies are subsidiaries of Alloy Consolidated Sdn. Bhd., a major shareholder of the Company.

Company 2009 2008 RM’000 RM’000

(a) Transactions with subsidiaries:

(i) Progress billing in respect of construction contract - MTD Construction Sdn. Bhd. 293,592 349,138

(ii) Progress billing in respect of project management services - MTD Project Management Services Sdn. Bhd. 12,636 11,617



40. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTD.) Company 2009 2008 RM’000 RM’000

(a) Transactions with subsidiaries: (Contd.)

(iii) Internal audit services provided for - MTD InfraPerdana Bhd. 71 148

- MTD ACPI Engineering Berhad 75 111 (iv) Dividend Income

- MTD InfraPerdana Bhd. 71,887 31,702 - MTD ACPI Engineering Berhad 4 - - Metacorp Berhad 366 112 - MTD Equity Sdn. Bhd. 15 15 - MTD Realty Sdn. Bhd. 5 5 72,277 31,834

(v) Interest income - MTD Properties Sdn. Bhd. (formerly known as Eternal Returns Sdn. Bhd.) 865 -

(vi) Office rental paid and payable to

- MTD Properties Sdn. Bhd. 445 -

(ix) Advances - MTD Properties Sdn. Bhd. - 10,000

(b) Transactions with associates

(i) Preference share dividend from

- CML - MTD Construction Ltd. - 204

(c) Transactions with affiliated companies in which certain Directors are deemed to have an interest:

(i) Billboard rental paid and payable to

- Alloy Advertising Sdn. Bhd. 187 303 (ii) Project expenses:

- Alloy Insurance Broker Sdn. Bhd. 14 12



40. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTD.) The Group undertook a number of transactions with certain related parties. The more significant transactions are described as below: Group 2009 2008 RM’000 RM’000 (a) Transactions with associates:

(i) Electronic Tolling Commission paid and payable to:

- Touch ‘N Go Sdn. Bhd. 1,783 1,557

(ii) Preference share dividend - CML - MTD Construction Ltd. - 204

(iii) Project expense

- CML - MTD Construction Ltd. 2,606 1,255

(b) Transactions with affiliated companies in which certain Directors are deemed to have an interest:

(i) Billboard rental paid and payable to

- Alloy Advertising Sdn. Bhd. 187 303 (ii) Billboard receipt from Alloy Advertising Sdn. Bhd. 324 311

(iii) Project income from Alloy Consolidated Sdn. Bhd. 11,014 7,829 (iv) Revenue income:

- Alloy Maintenance Engineering Sdn. Bhd. 133 235

(v) Project expenses: - Alloy Consolidated Sdn. Bhd. 138,824 71,287 - Alloy Insurance Broker Sdn. Bhd. 7,984 5,002

146,808 76,289 (vi) Toll management fee, routine maintenance fees, major

maintenance fee, pavement and bridge rehabilitation and slope rehabilitation: - Alloy Toll Management Sdn. Bhd. 23,526 22,709 - Alloy Maintenance Engineering Sdn. Bhd. 57,933 52,755

81,459 75,464



40. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTD.) The Directors are of the opinion that all transactions above have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties. Compensation of key management personnel The remuneration of Directors during the year was as follows:

Group Company 2009 2008 2009 2008 RM’000 RM’000 RM’000 RM’000 Salaries and other emoluments 1,208 1,106 - - Fees 469 482 49 54 Bonus 258 234 - - Pension costs - defined benefit plans 98 89 - - Benefits-in-kind 88 78 - - 2,121 1,989 49 54 Executive directors of the Group and of the Company and other members of key management have been granted the following number of options under the ESOS:

Group and Company 2009 2008 ‘000 ‘000 At 1 April 2008/2007 - 1,693 Exercised - (1,169)Expired - (524)At 31 March - -



41. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (a) On 7 May 2008, Metacorp had announced that the Joint Venture Agreement dated 30 May 2006 between

its wholly-owned subsidiary, MTD Sadec Sdn Bhd and Saigon Jewelry Holding Corporation was deemed terminated due to non-fulfillment of certain conditions regarding the development terms by Saigon Jewelry Holding Corporation.

(b) On 26 February 2008, the Company served a letter of offer each to the Board of Directors (“Board”) of MTD InfraPerdana Bhd. (“MTD InfraPerdana”) and Metacorp Berhad (“Metacorp”) respectively, which sets out the Company’s request for MTD InfraPerdana and Metacorp to be taken private via a selective capital repayment exercise under Section 64 of the Companies Act, 1965 (“Proposed SCR”).

On 10 April 2008, MTD InfraPerdana and Metacorp decided to accept the Company’s request. Concurrently, the Company had entered into two (2) selective capital repayment agreements with MTD InfraPerdana as well as Metacorp and Lambang Simfoni Sdn. Bhd. (“Lambang Simfoni”), a wholly-owned subsidiary of the Company, separately to undertake the Proposed SCR which will result in MTD InfraPerdana and Metacorp being taken private.

The Proposed SCR entails a capital reduction of the existing issued and paid-up share capital of MTD InfraPerdana and Metacorp by way of cancellation of shares, and a corresponding repayment of capital to all shareholders of MTD InfraPerdana and Metacorp respectively except for the Company and its subsidiary, if applicable. As at 31 March 2008, the Company holds 78.63% equity interest in MTD InfraPerdana (excluding treasury shares), while the Company and its wholly-owned subsidiary, Lambang Simfoni, collectively hold 79.09% equity interest in Metacorp. Upon completion of the Proposed SCR, MTD InfraPerdana will become a wholly-owned subsidiary of the Company, while the Company and Lambang Simfoni will collectively hold 100% equity interest in Metacorp. The Proposed SCR will be funded by interest-free loans provided by the Company amounting to RM188.0 million and RM71.19 million to MTD InfraPerdana and Metacorp respectively. The Company does not intend to maintain the listing status of MTD InfraPerdana and Metacorp on the Main Board of Bursa Malaysia Securities Berhad (“Bursa Securities”) and as such, MTD InfraPerdana and Metacorp will be delisted and removed from the Official List of Bursa Securities.

Bursa Securities via its letter dated 12 May 2008 has approved the Company’s application for waiver for the Proposed SCR to be undertaken by MTD InfraPerdana and Metacorp to be deemed as related party transactions.

The Ministry of International Trade and Industry, via its letter dated 16 July 2008, has no objection to the Proposed SCR by Metacorp, subject to Metacorp obtaining the Securities Commission’s approval for the Proposed SCR and to adhere to the Guidelines on the Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interests.



41. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTD.)

(b) On 6 August 2008, the Securities Commission (“SC”) and SC (Equity Compliance Unit) had approved the Proposed SCR by Metacorp, subject to Metacorp should inform the SC upon completion of the Proposed SCR and to fully comply with the relevant requirements under the Guidelines of the Offering of Equity and Equity-linked Securities. Subsequently, on 21 October 2008 the Company announced that the Foreign Investment Committee also had no objection to the Proposed SCR taken by MTD InfraPerdana.

On 12 December 2008, the High Court of Malaya granted an order (“Court Order”) to sanction the Proposed SCR to be undertaken by MTD InfraPerdana and the Proposed SCR shall become effective as soon as a copy of the Court Order is lodged with Companies Commission of Malaysia (“CCM”).

The Company had on 15 December 2008 announced that the book closure date for the SCR to be undertaken by MTD InfraPerdana was 31 December 2008 and 16 December 2008, a written notice of suspension of trading and books closing date has been despatched to the Shareholders of MTD InfraPerdana.

On 13 January 2009, the Company announced that the SCR taken by MTD InfraPerdana has been completed thus, MTD InfraPerdana became a wholly-owned subsidiary of the Company, and as such, the entire issued and paid-up share capital of MTD InfraPerdana was then removed from Bursa Securities on 22 January 2009.

On 11 February 2009, the High Court of Malaya granted another Court Order to sanction the Proposed SCR to be undertaken by Metacorp and the Proposed SCR shall become effective as soon as a copy of the Court Order is lodged with CCM.

The Company had on 12 February 2009 announced that the entitlement date for the SCR to be undertaken by Metacorp was 26 February 2009 and on 13 February 2009, a written notice of suspension of trading and entitlement date has been despatched to the Shareholders of Metacorp.

On 16 March 2009, the Company announced that the SCR taken by Metacorp has been completed on 13 March 2009 and therefore the Company and Lambang Simfoni collectively hold 100% equity interest in Metacorp, and as such, the entire issued and paid-up share capital of Metacorp was removed from Bursa Securities on 9 April 2009.

(c) On 18 August 2008, the Company had entered into an agreement (“Agreement”) with Gallery Construction Company, to incorporate an investment company in Saudi Arabia namely, MTD Gallery International (“MTD Gallery”) and to subscribe 25,000 shares of Saudi Riyal Ten only each (SR10.00), representing 50% of the share capital of MTD Gallery for a cash consideration of SR250,000 (equivalent to RM221,277). On 25 August 2008, the Company received confirmation of the date of the Agreement. MTD Gallery was incorporated subsequent to the financial year ended 31 March 2009.



41. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTD.)

(d) On 29 August 2008, the Government of Malaysia announced that the toll rates for buses had been reduced by 50% at all highways except for Malaysia-Singapore Second Link (LINKEDUA), Johor-Singapore Causeway (Tambak Johor) and Bukit Kayu Hitam. The Government of Malaysia proposed to:

(i) reduce toll rate for all buses registered under Lembaga Perlesenan and Kenderaan Perdagangan (LPKP);

(ii) reduce toll rate by 50% from the current toll rate effective on 15 September for 2 years; and

(iii) compensate the concession companies for the reduction in toll rate twice a year based on actual total traffic.

As at 31 March 2009, the compensation amount receivable from the Government is as disclosed in Note 24.

(e) On 30 March 2009, the Company had entered into a Share Sale Agreement (“SSA”) with MTD Walkers PLC (“MTD Walkers”), a subsidiary company, for the disposal of its entire equity interest in CML - MTD Construction Limited (“CML-MTD”), a subsidiary company, comprising 3,728,036 ordinary shares of Rs.10/- each (“Sale Shares”) representing 36.4% of the entire issued and paid up capital of CML-MTD to MTD Walkers for a total cash consideration of Rs. 229.0 million or approximately RM7.4 million (“Disposal”) and the Disposal is to be completed upon the performance by the parties of their respective obligations as set out in the SSA. Ultimately, MTD Walkers will hold 74.7% equity interest in CML-MTD pursuant to the subscription of 3,918,445 new ordinary shares of Rs.10/- each in CML-MTD representing 38.3% of the entire issued and paid-up capital of CML-MTD.

42. SUBSEQUENT EVENT

(a) On 29 April 2009, the Company announced the incorporation of its new subsidiary namely, MTD Eco (Private) Limited (“MTD Eco”), in the Republic of Sri Lanka on 1 April 2009. The Company subscribed 100,000 ordinary shares representing the entire shareholding in MTD Eco and according to the New Companies Act No. 7 of 2007 Sri Lanka, a company will not have an authorised capital or par value for shares.



43. MATERIAL LITIGATIONS (a) On 29 June 2001, MTD Equity and MTD Chile S.A, both companies of which are wholly-owned subsidiaries

of the Company (collectively the “Claimants”), had initiated arbitration request against the Republic of Chile (“Respondent”) in the International Centre for Settlement of Investment Disputes (“ICSID”) in Washington D.C., United States of America. This arbitration request is initiated by the Claimants in accordance with rule 5(2) of the Institution rules of the ICSID.

Between 1996 and 1997, the Claimants invested approximately USD17.5 million in a specific real estate project in the Municipality of Pirque, 40 km south of Santiago, Chile. The investment was on the premise that the necessary regulatory approvals will be granted by the Respondent. The approvals required, however, was subsequently refused by the Respondent on grounds that the project was contrary to government policy. These actions had resulted in a decline in the value of the investments as well as the potential profits that the project would have generated, resulting in the Claimants incurring large costs in the project which the Respondent claimed could not be realised.

The Arbitration Request was in relation to the Claimants’ claim that the action and omission of the Respondent constitutes a violation of the Treaty for the Promotion and Protection of Investments between Malaysia and the Republic of Chile dated 11 November 1992, and a breach of investment contract which resulted in loss and damages to the Claimants by reason thereof.

The hearing was held on 9 December 2003 at Washington D.C.. On 27 May 2004, the Company announced that the Arbitral Tribunal unanimously decided that the Respondent had breached its obligations under Article 3(1) of the Bilateral Investment Treaty and should pay the Claimants the amount of USD5,871,322.42 for damages. The Respondent should also pay compound interest on such amount from 5 November 1998 based on the annual Libor on November 5 of each year since 5 November 1998 until full payment of the awarded amount of damages is made. All other claims filed in the arbitration should be considered dismissed (“Arbitral Award”).

The Respondent had subsequently filed an application to ICSID for the annulment of the Arbitral Award (“Annulment Application”) and the hearing of the Annulment Application was concluded on 10 April 2006. The Company was advised that the Panel of Arbitrators of ICSID hearing the Annulment Application should deliver its decision within 3 months from the hearing date.

On 21 March 2007, the ad hoc Committee of the ICSID had ruled in favour of the Company and Claimants in dismissing the Respondent application to appeal against the Arbitral Award dated 25 May 2004 (“Arbitral Award”) rendered in the arbitration commenced by the Claimants against the Respondent.

On 16 October 2008, the Company announced that the Respondent had paid the sum of USD8,599,349 (RM30,151,546) on 15 October 2008 to the Claimants pursuant to the Arbitral Award and therefore, the arbitration proceeding has now been concluded.



43. MATERIAL LITIGATIONS (CONTD.) (b) On 23 March 2005, MTD Construction Sdn. Bhd., a wholly-owned subsidiary of MTD ACPI, which in turn

is a subsidiary of the Company, through its solicitors had served a Writ of Summons on AXA Affin Assurance Berhad (“AXA”). The suit involves a claim under a Contractor’s All Risk Policy (“CAR Policy”) underwritten by AXA and procured by MTDC in respect of a Project known as Construction and Completion of Jalan Simpang Pulai-Lojing-Gua Musang-Kuala Berang, Pakej 2 (“Project”).

Under the terms of the CAR Policy, AXA agreed that if at any time during the period of cover, the items or any part thereof covered by the CAR Policy shall suffer any unforeseen and sudden physical loss or damage from any cause, other than those specifically excluded, in any manner necessitating repair or replacement, AXA will indemnify MTD Construction Sdn. Bhd. in respect of such loss or damage. MTD Construction Sdn. Bhd. contends that AXA is in breach of the CAR Policy when it failed to decide on acceptance of its liability or make payment in settlement of the claim and is claiming for inter-alia, RM38,586,234 as at August 2003, being costs for the remedial works in respect of slope failures/landslips at the Project site, alternatively damages to be assessed and costs.

On 12 May 2005, MTD Construction Sdn Bhd through its solicitors received a Statement of Defence by AXA dated 9 May 2005, denying full liability of MTD Construction Sdn. Bhd.’s claim in the suit, citing inter alia, that it was entitled to repudiate liability under the CAR Policy on the ground that the loss is entirely excluded under the terms of the CAR Policy as the slope failures were caused by faulty design and/or defective workmanship.

AXA had on 7 December 2005 filed an application in the High Court for, inter alia, an order under Order 14A and/or Order 33 Rule 2, Rules of the High Court 1980 that a preliminary question of fact and law be determined i.e. whether MTD Construction Sdn. Bhd.’s claim under the CAR Policy in respect of the slope failure, caused by the failure of MTD Construction Sdn. Bhd.’s design to cope with unforeseen ground conditions is excluded on a proper construction of CAR Policy; or alternatively, for an order under Section 24A(2)(b) of the Courts of Judicature Act 1964 that the determination of the issues of fact whether the slope failures was due to the faulty design and/or defective workmanship be referred to a sole arbitrator (“Application”).

The Application was scheduled for hearing on 7 February 2007, whereon the Defendant withdrew the Application with no order as to costs.

The learned judge then proceeded to fix the trial dates on 17 August 2009 to 20 August 2009 as trial dates for the matter. The solicitors for MTD Construction Sdn Bhd are of the view that the company has a sustainable claim and a good chance of success on the balance of probabilities.



43. MATERIAL LITIGATIONS (CONTD.) (c) Fawziah Holdings Sdn. Bhd. (“Fawziah Holdings”) vs. Metramac Corporation Sdn. Bhd. (“Metramac”)

As a result of the termination by Metramac, a subsidiary of the Company, on 29 June 1992 of a Signage Sub-License Agreement made on 2 November 1990 between Metramac and Fawziah Holdings (as amended by an amending agreement dated 15 December 1990) (“Signage Agreement”), a claim of RM65,182,920 plus general damages was made against Metramac by Fawziah Holdings (“Suit”). Metramac contested the claim and has filed a counter claim for a declaration that the said Agreement is null and void and of no effect. His Lordship Dato’ Kang Hwee Ghee delivered his Lordship’s decision on 21 October 2003 that:

(a) In failing to honour its obligation under the Signage Agreement, Metramac had committed a breach to which Fawziah Holdings would have a right to claim damages for advertising rights conferred in the Signage Agreement;

(b) However, Fawziah Holdings is not entitled to be compensated with its claim for the sum of RM65,182,920 as the said amount is unenforceable for having contravened Section 75 (illustrations (d), (e), (f) and (g)) of the Contracts Act 1950;

(c) Instead, damages are to be assessed in respect of the loss suffered by Fawziah Holdings taking into account the duration of the Replacement Concession Agreement dated 13 February 1992 any advertising rights that may have been granted therein;

(d) The agreement with respect to “future contracts” is void and thus, clause 10 of the Sale Agreement dated 31 March 1988 which purports to impose upon Metramac the obligation to set up a trust account for the benefit of Fawziah Holdings does not arise; and

(e) Metramac’s counter claim was dismissed with costs. Both Metramac and Fawziah Holdings appealed against the above decision to the Court of Appeal (“Appeals”) and the Appeals were heard on 30 August 2005.



43. MATERIAL LITIGATIONS (CONTD.)

On 12 January 2006, the Court of Appeal delivered its judgement on the Appeals as follows: (a) Judgement to be entered in Fawziah Holdings favour and against Metramac for the sum of RM65,182,920;

(b) Interest on the aforesaid judgement at the rate of 4% from the date of the Writ of Summons (“Writ”) until 12 January 2006 and thereafter at 8%;

(c) There shall be an inquiry to be held before the registrar of the High Court into the sums received by Metramac from any source whatsoever under the Replacement Concession Agreement dated 13 February 1992 less all such just and true expenses as the Registrar may in accordance with law permit;

(d) That the parties be at liberty to lead evidence before the Registrar at the inquiry aforesaid;

(e) That the registrar shall after due inquiry certify the sum so received as aforesaid by Metramac;

(f) That the sum so certified by the registrar together with interest thereon at the rate of 4% per annum, simple interest with effect from the date of the Writ shall be paid by Metramac to Fawziah Holdings; and

(g) That the parties shall generally be at liberty to apply to the High Court in respect of any or all of the orders (c) to (f) above;

(“Court of Appeal Judgement”)

On 10 February 2006, Metramac filed two Notices of Motion and supporting affidavits to seek leave to appeal to the Federal Court against the Court of Appeal Judgement.

The Federal Court had on 15 May 2006, granted Metramac leave to appeal against the Court of Appeal Judgement and fixed the hearing date of the appeal on 14 June 2006, (“Metramac’s Appeals”) and further granted Metramac a stay of the execution of the Court of Appeal Judgement pending the outcome of the Metramac’s Appeals subject to the following conditions:

(a) Metramac to maintain a sum of RM15 million in its account; and

(b) Metramac to give a bank guarantee in favour of Fawziah Holdings, in the amount of RM35 million within 2 weeks from 15 May 2006 .




The Federal Court heard Metramac’s Appeals on 11 July 2006 to 14 July 2006 and 2 August 2006.

The Metramac Appeals came up for decision on 19 July 2007, whereon the Federal Court set aside the entire judgement of the Court of Appeal on grounds that there was a real danger of bias as seen from the written Court of Appeal Judgement.

The Federal Court proceeded to determine the case on the merits and made the following orders: (a) that Metramac was liable to Fawziah for breach of contract in relation to the advertising rights;

(b) that damages are to be assessed in respect of the loss of advertising rights suffered by Fawziah taking into account the advertising rights granted under the Replacement Concession Agreement;

(c) that Fawziah’s claim for future contracts be dismissed; and

(d) that Metramac be paid half of the costs in the Federal Court and Court of Appeal.

In essence, the above judgement more or less substantially restores the judgement of the High Court dated 21 October 2003.

As a result of this judgement, the Group has reversed its provision for litigation loss of RM94.6 million in its financial year ended 31 March 2007.

(“Federal Court Judgement”)

Pursuant to the Federal Court Judgement, it was ordered that damages payable to Fawziah Holdings in respect of the loss of advertising rights granted under the Replacement Concession Agreement are to be assessed by the Senior Assistant Registrar of the High Court.

As at the date of this report, Fawziah Holdings has yet to commence any proceedings at the High Court to assess the damages awarded by the Federal Court in respect of the loss of advertising rights granted under the Replacement Concession Agreement.

Based on available information, the Directors are confident that the damages payable will not be material to the financial statements of the Group.



43. MATERIAL LITIGATIONS (CONTD.) (d) Metacorp Berhad (“Metacorp”), a subsidiary of the Company, had filed a civil suit against Dato’ Nasaruddin bin

Abdul Jalil (“Dato’ Nasaruddin”), Rank Arena Sdn. Bhd. (“Rank Arena”) and PT Orient Technology Indonesia (“PT Orient”) (“Defendants”) at Shah Alam High Court seeking refund of the earnest money amounting to RM1 million (“Earnest Money”) which was paid pursuant to a letter of intent dated 3 January 2006 (“Letter of Intent”) entered into between Metacorp and the Defendants for the purposes of purchasing an equity stake in Tanjung Api-Api Port Limited, a company incorporated in Labuan (“Proposed Transaction”)

The claim against the Defendants arises due to their capacity as joint and several guarantors pursuant to the Letter of Intent. As Metacorp decided not to proceed with the Proposed Transaction, Metacorp sought refund of the Earnest Money from the Defendants. The Defendants had failed to make payments despite demands issued by Metacorp and its solicitors. Metacorp had filed an application to serve the writ of summons against PT Orient out of jurisdiction and had on 12 April 2007 obtained order in terms. Metacorp’s solicitors have been informed by its agent in Indonesia that the writ of summons was unable to be served on PT Orient as it is no longer located at its last known address. Metacorp’s solicitors have been advised its agents in Indonesia that under Indonesian Law, the writ of summons has to be served on PT Orient by way of diplomatic channels. Metacorp has since decided not to proceed with its action against PT Orient. Metacorp has learnt that Dato’ Nasaruddin has since passed away. Metacorp’s solicitors have obtained a confirmation from the Kuala Lumpur High Court that no letter of administration or a grant of probate has been issued in respect of his estate. Metacorp’s solicitors have since contacted Amanah Raya Berhad to seek their consent as to whether they are willing to act as the administrator of Dato’ Nasaruddin’s estate. Amanah Raya Berhad has since reverted with a list of conditions that will need to be complied with before they formally give their consent to act as the administrator. Amanah Raya Berhad has amongst other requested to be furnished with a copy of the late Dato’ Nasaruddin’s death certificate. Metacorp’s solicitors have been trying to obtain a copy of the same from the National Registration Department but were unsuccessful as it was informed that the National Registration Department’s policy is not to release any copies of a death certificate to individuals unrelated to the deceased. Metacorp’s solicitors are now seeking Amanah Raya Berhad’s approval to forego the requirement of the furnishing the death certificate. Metacorp has since decided to discontinue its suit against Dato’ Nasaruddin, with liberty to file afresh, pending the results of a fresh probate search at the Kuala Lumpur High Court.

Metacorp has also obtained a judgement against Rank Arena on 16 July 2007. Metacorp had instructed its solicitors to commence winding-up proceedings against Rank Arena and the Shah Alam High Court has on 29 May 2009 wound-up Rank Arena. Metacorp has now instructed its solicitors to file a Proof of Debt against Rank Arena to recover the Earnest Money. The solicitors will be filing the Proof of Debt application in due course.



43. MATERIAL LITIGATIONS (CONTD.) (e) Metacorp Berhad - Others

(i) Sazali Wahab & Co. (“SW”) filed a civil suit in Kuala Lumpur High Court against a subsidiary of Metacorp Berhad for defamation, demanding RM1,000,000 as damages. The subsidiary filed an application to strike out SW’s defamation suit under Order 18 of Rule of High Court 1980 on 22 March 2004. SW raised a Preliminary Objection against the application which was dismissed by the Deputy Registrar without costs. The subsidiary appealed against the Deputy Registrar’s decision of not granting the costs. Meanwhile, the Deputy Registrar had on 17 May 2005 allowed the subsidiary’s striking out application with cost and SW had filed against this decision. On 1 December 2005, the High Court allowed the subsidiary’s appeal and dismissed SW’s appeal with costs. SW did not file any appeal against this decision. The subsidiary has now instructed its solicitors to file a Bill of Costs to recover its costs for the proceedings.The bill of cost was filed in Kuala Lumpur High Court on 26 May 2009. The High Court then fixed 7 August 2009 for parties to file their submission and 24 August 2009 for decision.

(ii) On 7 July 2005, a Notice of Demand under Section 218 of the Companies Act, 1965 was served on a subsidiary of Metacorp. The Notice purports to state that there is an admitted debt of RM205,117 owing by the subsidiary to a former director. The subsidiary is of the view that the purported claim is not presently due and payable as it has no fixed repayment terms and any repayment is subject to certain conditions that has not been fulfilled. Nevertheless, the amount has already been accrued in the subsidiary’s financial statement. Until todate, there is no further action taken by the former director.

(f) MTD Project Management Services Sdn. Bhd. (formerly known as Rocon Equipment Sdn. Bhd.) (“MTD Project Management”), the Company’s wholly-owned subsidiary, had on 31 March 2006 presented a winding-up petition against Rocon-Ortego Sdn. Bhd. (“ROSB”), a joint-venture company between MTD Project Management and Ortego (Malaysia) Sdn. Bhd.. MTD Project Management is claiming a sum of RM2 million being part of the advances made by MTD Project Management to ROSB. The petition was heard on 4 July 2006 by the Shah Alam High Court, and the Court had ordered ROSB to be wound-up. Robert Teo of RSM NWT Advisory Services Sdn Bhd (Formerly known as RSM Nelson Wheeler Teo Corporate Advisory Services Sdn. Bhd.) has been appointed as the liquidator. As at 31 March 2009, the liquidation process is still ongoing.




(g) On 24 March 2003, Modal Ehsan Sdn. Bhd. (“Second Respondent”), a subsidiary of the Group, was served with an Application for Judicial Review by Sistem Lingkaran-Lebuhraya Kajang Sdn. Bhd. (“Applicant”). The application was to review the award of compensation granted by Pentadbir Tanah, Daerah Hulu Langat (“First Respondent”) to the Second Respondent. The Applicant is a company which has been given a concession by the Government of Malaysia to manage Lebuhraya Penyuraian Trafik Jalan Lingkaran Kajang (“Project”).

Lembaga Lebuhraya Malaysia (”LLM”) is a statutory body which was established for the purpose of, among others, land acquisition according to Land Acquisition Act 1960, whereby the acquisition is for the purpose of, among others, public interest as in the case of the Project.

The Second Respondent is the land owner held under Geran No. 6042 Lot No. 1967, Daerah Hulu Langat, Mukim Kajang, Selangor Darul Ehsan (“Said Land”). Based on the said concession, the Applicant is responsible for the payment of compensation for the land acquired for purposes of the Project. Pursuant to the Government Gazette No. 1965 dated 20 December 2001, it was declared that part of the Said Land was to be acquired for purposes of the Project (“Acquired Land”).

On 8 January 2003, First Respondent awarded a compensation to the Second Respondent for the Acquired Land amounting to RM3,890,450 (“First Award”). The Applicant had filed its objection against the First Award as the award was not proposed by the Valuation and Property Services Department. The Applicant made an application for judicial review against the First Award.

On 1 June 2006, the court granted inter alia a Writ of Certiorari to quash the award of the First Respondent awarding the compensation of RM3,890,450 to the Second Respondent and a Writ of Mandamus to compel the First Respondent to hold a fresh enquiry to revalue the First Award.

Upon completion of investigations and fresh inquiry on 16 May 2007 and 7 September 2007, the First Respondent awarded the Second Respondent a compensation award amounting to RM10,591,746 (“Second Award”).

The second application for Judicial Review was filed on 22 October 2007 by the Applicant for a Certiorari Order to quash the award granted on 7 September 2007 on the ground inter alia, that the amount of award is excessive and pray for a Mandamus Order to hold a fresh inquiry for the re-evaluation of the Second Award. The matter is now fixed for case management on 30 September 2009.



43. MATERIAL LITIGATIONS (CONTD.) (h) On 9 June 1998, Perwira Affin Bank Berhad (“Plaintiff”) filed a writ of summon and statement of claim in the

Kuala Lumpur High Court against MTD ACPI (“Defendant”) seeking for inter alia, a declaration that all progress payments due and owing by the Defendant to a third party, LK Ooi Construction Sdn. Bhd., under a letter of award/contract with the Defendant in relation to construction and completion of a subcontract that was valued at RM8.85 million, which had been assigned to the Plaintiff by way of a deed of assignment, to be paid to the Plaintiff.

Whilst the aggregate amount of the progress payments is not specified in the statement of claim, the Plaintiff claims that the Defendant had, save for an amount of approximately RM2.82 million, failed to pay the Plaintiff any or all of the progress payments due under the sub contract. As such, the Plaintiff’s claim against the Defendant is estimated to be approximately RM6.03 million.

The Plaintiff’s application for summary judgement was heard and dismissed with costs on 30 March 2000. The Plaintiff’s appeal to the Court of Appeal against the summary judgement was also dismissed with costs on 23 June 2003.

Hearing of the matter began on 25 October 2005 and decision was fixed on 30 August 2007. The Plaintiff then filed an application to further amend the statement of claim on 17 August 2007. The hearing of the application was heard on 13 February 2009 and the court dismissed the Plaintiff’s application. The Plaintiff thereafter filed an appeal to the Court of Appeal. Therefore, the matter which is fixed for decision of the full trial on 29 May 2009, was postponed to 21 August 2009 as the Learned Judge was of the view that the decision ought to be delivered after the disposal of Plaintiff’s appeal.

(i) On 4 July 2008, Tenaga Nasional Berhad (“Plaintiff”) through their solicitor had served the Writ of Summon and

Statement of Claim against MTD Construction Sdn. Bhd., a subsidiary of MTD ACPI (“Defendant”), alleging that, the Defendant and/or agent and/or employees have negligently caused damage to the Plaintiff’s 33KV power cables during the road work and excavation near Plaza Phoenix. The Plaintiff’s claim are as follows:

(i) RM1,407,377.50 - Loss and Special Damages done to the 33KV power cable;

(ii) RM10,000,000.00 - Aggravated Damages and Exemplary Damages;

(iii) 8% interest on the amount of RM1,407,337.50 from the date of filing of the Writ of Summons and Statement of Claim until full realisation;

iv) 8% interest on the amount of RM10,000,000.00 from the date of filing of Writ of Summons and Statement of Claim until full realisation;

(v) Costs; and

(vi) Other reliefs as deem fit by the Court.



43. MATERIAL LITIGATIONS (CONTD.) (i) The Defendant categorically denies liability for any damages to the power cables and further stated that the

amounts claimed by the Plaintiff for the alleged loss and damage are grossly inflated and without basis. The Defendant’s solicitor has filed an appearance on 9 July 2008 and subsequently filed a defence on 22 August 2008. Pending satisfactory resolution of the matter, no provision has been made by the Directors in the financial statements. Based on the legal opinion from the solicitors, the Directors are of the opinion that the likelihood of the crystallisation of the above matter are remote. The matter has now been fixed for a case management on 4 September 2009.

Currently, the case has been taken over by the insurer and a new solicitor has been appointed to replace the existing solicitor appointed by the Defendant.

(j) On 31 July 1998, ACP Industries Bhd. (now known as MTD ACPI (“Plaintiff”)), a subsidiary of the Company, filed a Writ of Summon and Statement of Claim against Yap York Shu and three others (“Defendants”). The claim was in respect of deposit sum of RM1,082,969.66 paid to the Defendants pursuant to the Sale & Purchase Agreement (“SPA”) entered between Plaintiff and the Defendants on 18/11/1997 for the piece of freehold land held under Grant No 19156, Lot No 61, Mukim Batang Kali, Daerah Ulu Selangor, Selangor, subject to the condition precedent of FIC approval to be obtained by the Plaintiff. Since no approval was obtained, Plaintiff’s solicitor wrote to the Defendant’s solicitor to inform that the Plaintiff did not wish to exercise their option to extend the approval period and further stated that the SPA will be considered terminated. The Plaintiff demanded repayment of the deposit sum but the Defendants has wrongfully refused to return it to Plaintiff. The Court proceeded with the Hearing under Order 14A of the Rules of High Court 1980 on 31 July 2007 where the Court allowed the Plaintiff’s claim for RM1,083,000 and the interest on the sum from the date of judgment till date of full refund.

Pursuant to the Judgement in favour of Plaintiff on 31 July 2007, the Defendants filed an appeal and application for stay of execution. The application for stay was granted on 29 August 2008. The Defendant’s Appeal was heard on 1 July 2009 and the Court of Appeal decided as follows:

(i) The Defendant’s appeal against the judgement of the High Court dated 31 July 2007 was dismissed with costs;

(ii) The Plaintiff’s cross-appeal was allowed with costs and the effect being, interest at 8% per annum on the principal judgement sum of RM1,083,000 will run from the date of demand i.e. from 17 April 1998 instead of from 31 July 2007 as previously ordered by the High Court; and

(iii) Costs for both appeal and cross appeal to be paid by the Defendants was fixed by the Court of Appeal at

RM15,000.

(Note: Costs of the High Court proceedings however is to be taxed if not agreed upon)



43. MATERIAL LITIGATIONS (CONTD.) (j) The Plaintiff’s solicitors were then instructed to proceed with the execution proceedings but as at the date of

this report there was a proposal for settlement from the Defendants on a without prejudice basis and the parties are in the midst of negotiation for settlement.

(k) On 24 November 2003, ASC Engineering Sdn. Bhd., a subsidiary of MTD ACPI (“Plaintiff”) , filed a Writ of Summon and Statement of Claim against Mohd Zahari Hassan Sdn. Bhd. (“Defendants”) for the outstanding sum of RM2,250,565 for works done arising from the Contract of Water Supply scheme, Selangor River, Phase 2 for the Development of 46 units Class G Quarters, one surau and related works at Sungai Selangor Water Treatment Plant. The Defendant also filed a counterclaim for the sum of RM2,925,200 being allegedly losses and damages suffered by the Defendant. On 5 February 2009, Defendant filed an application for leave to issue Third Party Notice to include a third party into the proceeding. The case was fixed for case management on 10 August 2009.

(l) On 14 December 2006 Zabima Enterprise Sdn. Bhd. (“Plaintiff”) , filed a Writ of Summon and Statement of Claim against Bumi Hiway (M) Sdn. Bhd. (“Defendant”). The claim is supported by Persys Sdn. Bhd. (“Persys”), a subsidiary of MTD ACPI as Persys has completed the job under the name of Zabima. The claim was pursuant to the dispute on the project, namely Project Lingkaran Tengah 2 - Pakej 11 (The Missing Link) contract for supply and launch of Pre Cast Box Segments.

The Plaintiff ‘s claim is for the release of retention sum for the amount of RM2,350,000 and Variation Works for RM3,204,000 and Insurance for RM113,000. The total claims amounted to RM5,667,000. The Plaintiff at the same time filed an injunction application to freeze or to secure payment to the Court or to the stakeholder of the total retention sum. The Defendant subsequently filed an application for stay of proceeding pending referring the matter to arbitration. On 14 August 2008, the Court dismissed the Defendant’s application for stay and proceeds to hear Plaintiff’s application for an injunction. The matter is now fixed for clarification on 3 August 2009.

(m) On 27 February 2007, ASC Engineering Sdn. Bhd., a subsidiary of MTD ACPI (“Plaintiff”), filed a Writ of Summon and Statement of Claim against Road Builders Sdn. Bhd. (“Defendants”) for the sum of RM2,554,968 consisting of the balance amount outstanding by the Defendant and the cost of the additional work performed by the Plaintiff. The dispute was pursuant to the project known as “Proposed Main Building Works and External Works for Cadangan Pembangunan 1 Blok Pusat Perdagangan dan membeli-belah Di Precinct 1, Putrajaya; Contract: Production and Installation of Pre-cast Concrete panels - wall panels and coping panels”. The Defendant also filed a defence and counter claim of RM6,083,797 for various costs, expenses and damages arising from the Plaintiff’s alleged late completion of the subcontract works. The matter was fixed for case management on 19 November 2009.



44. NON-CURRENT ASSET HELD FOR SALE

(a) On 27 March 2009, the subsidiary company, MTD ACPI, entered into a conditional sale and purchase agreement with Enrichten Sdn. Bhd. for the disposal of Level 3 and 4 (2nd and 3rd Floors) office units located within Wisma Tecna (formerly Wisma Domain) presently held under Hakmilik Strata No PN7410/M1/3/5 and PN7410/M1/4/6, Lot No 318, Jalan 51A/223, 46100 Petaling Jaya, Selangor for a cash consideration of RM10,400,000. MTD ACPI has yet to fulfill all the conditions as stipulated in the sale and purchase agreement as at the financial year end.

The property, plant and equipment held for sale on the Group’s balance sheet as at 31 March 2009 is as follows: RM’000

Cost (Note 12) 10,818Accumulated depreciation (Note 12) (2,532) 8,286

(b) In prior year, MTD ACPI announced that its wholly owned subsidiary, Associated Concrete Products (Malaysia)

Sdn. Bhd. (“ACPM”), had entered into two (2) sale and purchase agreements to fully dispose its 49% shares in Associated Concrete Products (Cambodia) Pte. Ltd. and ACPC Properties Pte. Ltd. at a total disposal consideration of USD2,300,000 (RM7,330,000). The transaction was completed during the financial year.

Details of the disposal are as disclosed in Note 41(d).

The investment in associate held for sale on the Group’s balance sheet as at 31 March 2008 was as follows: RM’000 Unquoted shares at cost 1,749 Share of post acquisition reserves (330) Non-current asset held for sale (Note 16) 1,419

The above non-current asset held for sale is stated at lower of its carrying amount and fair value less costs to sell. No remeasurement is made on the carrying amount as the disposal of associate companies are not expected to be lower than the carrying amount as at the balance sheet date.



45. FINANCIAL INSTRUMENTS

(a) Financial risk management objectives and policies

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its interest rate, foreign exchange, liquidity and credit risks. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s policy is to not engage in speculative transactions.

(b) Interest rate risk

The Group’s primary interest rate risk relates to interest-bearing debt. The investment in financial assets are mainly short term in nature and they are not held for speculative purposes but have mostly been placed in fixed deposits or occasionally, in short term commercial papers which yield better returns than cash at bank.

The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows the Group to capitalise on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes.

(c) Liquidity risk The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient 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 financial institutions and balances its portfolio with some short term funding so as to achieve overall cost effectiveness.

(d) Credit risk

Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. It is the Group’s policy to enter into financial instruments with a diversity of creditworthy counterparties. Credit risks are minimised and monitored via strictly limiting the Group’s associations to business partners with high creditworthiness. The Group obtains sufficient collaterals or other securities where appropriate, as means of mitigating the risk of financial losses from defaulters. Receivables are monitored on an ongoing basis via Group’s management reporting procedures.

The maximum credit risk associated with recognised financial assets is the carrying amount, net of any provision for losses, shown in the balance sheets without taking into account of the value of any collateral or other securities obtained.

The Group has no significant concentration of credit risk that may arise from exposure to a single debtor or group of debtors.



45. FINANCIAL INSTRUMENTS (CONTD.) (e) Market risk

The Group’s principal exposure to market risk arises mainly from the changes in equity prices. The Group manages disposal of its investments to optimise returns on realisation.

(f) Foreign exchange risk

The Group operates internationally and is exposed mainly to Chilean Peso, Indonesia Rupiah, Philippines Peso, Bahrain Dinar, Thai Bhat, Sri Lankan Rupees and Indian Rupees. Foreign currency denominated assets and liabilities together with expected cash flows from highly probable purchases and sales give rise to foreign exchange exposures. Foreign exchange exposure in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level. The Group’s policy is to minimise the exposure of overseas operating subsidiaries to transaction risk by matching local currency income against local currency costs.

The net unhedged financial assets that are not denominated in their functional currencies are as follows:

2009 2008 RM’000 RM’000

Functional currency of the Group Chilean Peso 25,542 49,778 Indonesia Rupiah 30,410 32,216 Philippines Peso 73,746 41,362 Bahrain Dinar (10,716) 12,162 Thai Bhat (107,365) (67,366)Sri Lankan Rupees (9,845) (6,950)Indian Rupees (36,369) (10,304)



45. FINANCIAL INSTRUMENTS (CONTD.)

(g) Fair values

The carrying amounts of financial assets and financial liabilities which are not carried at fair values on the balance sheet of the Group are presented as follows:

Group Company Carrying Carrying amount Fair value amount Fair value RM’000 RM’000 RM’000 RM’000

Financial assets 31 March 2009 Investment in subsidiaries - quoted in Malaysia - - 1,087 604 - quoted outside of Malaysia - - 4,805 12,282 Other investments - quoted in Malaysia 520 46 - - - quoted outside of Malaysia 4 5 - - Non current receivables 4,198 3,470 - - Due from subsidiaries - - 1,101,246 * Due from jointly controlled entities 26,277 * 6,185 * Due from associates 20,679 * - *

31 March 2008 Investment in subsidiaries - quoted in Malaysia - - 359,430 693,632 - quoted outside of Malaysia - - 4,805 12,043 Other investments - quoted in Malaysia 516 109 - - - quoted outside of Malaysia 6 5 - - Non current receivables 10,677 8,404 - - Due from subsidiaries - - 625,523 * Due from jointly controlled entities 15,189 * 7,618 * Due from associates 28,395 * - -




(g) Fair values (Contd.)

Group Company Carrying Carrying amount Fair value amount Fair value RM’000 RM’000 RM’000 RM’000

Financial liabilities 31 March 2009 Due to subsidiaries - - 72,811 * Long term borrowings - Term loans 882,764 762,654 514,500 456,787 - Islamic medium term notes 600,000 ^ - - Hire purchase and finance ease payables 5,794 5,803 - - 31 March 2008 Due to subsidiaries - - 134,665 * Long term borrowings - Term loans 314,062 294,738 80,000 76,046 - Islamic medium term notes 600,000 ^ - - Hire purchase and finance lease payables 5,564 5,422 - -

* The amounts due from/(to) subsidiaries, jointly controlled entities and associates have no fixed repayment term entered by the parties involved. The Directors do not anticipate the carrying amounts recorded at the balance sheet date to be significantly different from the values that would eventually be received or settled.

^ It is not practical to estimate the fair values of the Islamic Medium Term Notes because of the lack of similar instruments in the market. However, the Group believes the carrying amount approximates its fair value.




(g) Fair values (Contd.)

The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables, and short term borrowings approximate their fair values due to the relatively short term nature of these financial instruments.

It is not practical to estimate the fair values of the non-current unquoted investments of the Group and of the Company because of the lack of quoted market and the inability to estimate the fair values without incurring excessive costs. However, the Group and the Company believe that the carrying amounts represents recoverable amounts.

The fair value of quoted investment is determined by reference to stock exchange quoted market price at the close of the business on the balance sheet date.

The fair values of long term borrowings are estimated based on the current rates available for borrowings with the same maturity profile.



List of PropertiesHeld by the Group as at 31 March 2009

Net Book List of Properties Acquisition Description Existing Land Area/ Value Date Use Tenure Built-up Area Age RM(‘000)

Malaysia

1, Jalan Batu Caves 31-Dec-93 Land-14 Storey Corporate Freehold 2.4 acres - 3,83768100 Batu Caves Office Building OfficeSelangor Darul Ehsan 9-Jun-08 14 Storey Corporate 22,671 sq mt 1 year 44,296 Office Building Office

Lot 1199 EMR 3177 21-Jun-95 Vacant Vacant Freehold 2.7 acres - 501 Mukim of Setapak District of Gombak Selangor

HS (D) 4028 & 4018 13-Sep-95 Single Storey Office Leasehold 8.2 acres 14 years } 6,459

No PT 4499 & 4486 office Workshop Workshop expiring 9 years Mukim & District of 2053 Bentong Pahang

Lot 26027 (3463), 26025 (3296) 25-Sep-96 Vacant Vacant Freehold 12.6 acres - 1,300 & 26026 (3259) Mukim & District of Bentong Pahang

Lot 4432 25-Sep-96 Vacant Vacant Freehold 7.12 acres - 1,281 Lot 2814 25-Sep-96 Vacant Vacant Freehold 4.02 acres - 721 Lot 3190 8-Nov-96 Vacant Vacant Freehold 5.94 acres - 800 Lot 5828 24-Dec-96 Vacant Vacant Freehold 8.74 acres - 697 Mukim & District of Bentong Pahang

Lot 03-06 & Lot 03-07 21-Aug-91 Shoplots Vacant Leasehold 2325 sq ft 8 346 Plaza Seri Setia expiring Kampung Seri Setia 2091 Sg Way Mukim Damansara Selangor

Overseas

Pirque, Santiago 31-Dec-96 Vacant Development Freehold 1482.6 acres - 8.790 bnRepublic of Chile Land (Chilean Peso) 15.56 mil (USD)


List of Properties (Contd.)

Net Book List of Properties Acquisition Description Existing Land Area/ Value Date Use Tenure Built-up Area Age RM(‘000) Held by subsidiaries - MTD Walkers Plc

Sri Lanka

Kollupitiya 31-Mar-76 Three Storey Office Freehold 40 perches 33 6,044No.18, St Michaels Road Office Building Colombo 3

Bandarawella 31-Mar-76 Two Storey Office Freehold 2 acres 33 586Waldon Place Office Building Workshop 3 roods & Welimada Road & Workshop 4.9 perches Bandarawela

Sapugaskanda 31-Mar-96 Two Storey Office Freehold 1 acres 13 647Mahahena Road Office Building Workshop 2 roods & Siyambalape South & Workshop 20.1 perches Siyambalape Sapugaskanda

Gelioya - kandy 31-Mar-96 Vacant Vacant Freehold 2 roods 13 99214, 220, 222 Kandy Road 4.9 perches Karamada Geli Oya Kandy

Wanchawala - Galle 31-Dec-00 Single Storey Office Freehold 30.1 perches 9 86Akuressa Road Office Building Workshop Malalgoda & Workshop Wanchawala Galle

Madapatha - Piliyandala 25-Jun-03 Stores & Workshop Freehold 2 roods 5 5555/4, Madapatha Workshop 21.51 perches Piliyandala

Sapugaskanda - Heiyanthuduwa 01-Dec-94 Office Building Office Freehold 2 acres 14 2,887232, Samurdhi Mawatha Workshop Workshop 1 roadHeiyanthuduwa Stores Sapugaskanda Laboratory 28 perches

Hunupitiya - Slave Island 12-Feb-07 Vacant Vacant Freehold 6.83 perches 2 581101/9 Hunupitiya Lake RoadColombo



Net Book List of Properties Acquisition Description Existing Land Area/ Value Date Use Tenure Built-up Area Age RM(‘000) Held by subsidiaries - Metacorp Berhad

Malaysia No 15 - B GCB court 14-Mar-91 Apartment Residential Freehold 1,596 sq ft 22 years 257 Jalan Ampang, Kuala Lumpur Building Mukim of Durian Tunggal 10-Oct-94 Vacant Proposed Leasehold 1,015.28 acres - 55,625 Alor Gajah & Mukim of Bukit Katil mixed expiring Melaka Tengah, Melaka Development 2098

Mukim of Bukit Katil 10-Oct-94 Mixed On going Leasehold 136.31 acres - 9,950 Melaka Tengah Development Development expiring Melaka 2097 PT8147 Jalan TU2 13-Jan-01 Single Storey Sales Leasehold 39,373 sq ft 9 years 1,542 Taman Tasik Utama Office Building Office expiring Ayer Keroh, Melaka 2097 Bangunan Shell Malaysia 18-Apr-03 Office Building Rental Freehold 35,345 sq mt 22 years 48,858 Menara B, Lot 51452 Along Changkat Semantan Off Jalan Semantan, Damansara Heights 50490 Kuala Lumpur Lot 40512 & 40513 22-Jul-05 Vacant Land Proposed Freehold 22,796 sq ft - 5,129 Mukim & District of Kuala Lumpur Development Wilayah Persekutuan Lot 40511 19-May-06 Vacant Land Proposed Freehold 1,162 sq mt - 3,127 Mukim & District of Kuala Lumpur Development Wilayah Persekutuan Lot no. 52293 to 52297 and 18-Sep-07 Vacant Land Proposed Freehold 24.54 sq mt - 66,026 Lot no. 52303 to 52308 Development Mukim & District of Kuala Lumpur Wilayah Persekutuan Overseas 16-26, Wreckyn Street 06-Mar-06 Vacant Land Proposed Freehold 1,113 sq mt - 7,771 North Melbourne, Australia Residential

Dowstreet 06-Sep-07 Vacant Land Proposed Freehold 1,227 sq mt - 6,315 Port of Melbourne, Australia Residential Lot 101 26-Nov-07 Penthouse Rental Freehold 257 sq mt 2 years 2,601 Blue Horizon Resort Apartment Airlie Beach, Queensland, Australia Lot 261 26-Nov-07 Apartment Rental Freehold 163 sq mt 2 years 1,848 Blue Horizon Resort Apartment Airlie Beach, Queensland, Australia

2-6, Murphy Street 31-Jul-08 Vacant Land Proposed Freehold 931 sq mt - 16,151South Yarra, Australia Residential



Location Owner Description Land Built-up Net Book and Area Area Value Existing Use Tenure (sq ft) (sq ft) Age RM(’000)

Held by subsidiaries - MTD ACPI Engineering Berhad

Malaysia

Level 3 and 4 MTD ACPI Office 99-year 15,490 40,676 14 years 8,286 Wisma Domain Engineering lease Lot No 318, Jalan 51A/223 Berhad expiring on 46100 Petaling Jaya 08.09.2067 Selangor Darul Ehsan

PTD No. 34735 Lot 9041 MTD ACPI Land Freehold 616,844 - - 1,414 Mukim of Ampangan Engineering District of Seremban Berhad Negeri Sembilan Darul Khusus

PTD 30196 Lot No.47084, Associated Office and Freehold 841,415 45,703 20 years 10,372 PTD 30197 Lot No.47085 and Concrete factory 6 months PTD 24102 Lot No.23528 Products building Mukim Hulu Kinta (Malaysia) District of Kinta Sdn Bhd Perak Darul Ridzuan

PTD 18416 Lot No.9020, Associated Office and Freehold 1,279,183 103,531 14 years 13,460 PTD 18417 Lot No.9021 and Concrete factory 8 months PTD 18418 Lot No.9022 Products building Mukim Ampangan (Malaysia) District of Seremban Sdn Bhd Negeri Sembilan Darul Khusus

Lot Nos. 160 and 161 Associated Office and Freehold 1,261,104 101,268 15 years 6,139 Mukim Gurun Concrete factory 8 months District of Kuala Muda Products building Kedah Darul Aman (Malaysia) Sdn Bhd

Lot No. 2661 Associated Land Freehold 1,845,855 - - 4,600 Mukim of Senai-Kulai Concrete District of Johor Bahru Products Johor Darul Takzim (Malaysia) Sdn Bhd

Lot No. 2876 Associated Land Freehold 1,041,318 - - 2,806 Mukim of Hulu Sungai Johor Concrete Kota Tinggi Products Johor Darul Takzim (Malaysia) Sdn Bhd

PTD 18415 Lot No.9019 and Associated Office and Freehold 852,825 87,000 14 years 11,430 PTD 18419 Lot No.9023 Concrete factory 6 months Mukim Ampangan Products building District of Seremban (Malaysia) Negeri Sembilan Darul Khusus Sdn Bhd




PT 4936 & PT 4937 Associated Office and Freehold 633,645 47,000 11 years 8,796 (Sub-divided from Lot 162) Concrete factory Mukim Gurun Products building District of Kuala Muda (Malaysia) Kedah Darul Aman Sdn Bhd

Lot No.676 & 677 Associated Office and Freehold 926,098 250,842 5 years 11,668 Mukim of Jeram Batu Concrete factory District of Pontian Products building Johor Darul Takzim (Malaysia) Sdn Bhd

H.S(M) 5569 No.P.T.8209K and Associated Office and 60-year 464,570 17,606 28 years 2,815 H.S(D) 4418 No.P.T 14711K Concrete factory leases 6 months Mukim of Kuala Nerus Products building expiring on District of Terengganu (Malaysia) 29.06.2045 Terengganu Darul Iman Sdn Bhd and 13.06.2052 respectively

PTD No. 10140 Associated Office and Freehold 2,134,483 419,381 15 years 26,484*** Lot No. 2394 and 2396 Concrete factory Mukim of Batang Kali Products building District of Selangor (Malaysia) Selangor Darul Ehsan Sdn Bhd

H.S.(D)139005 PTD No.8783 ACP Office and 60-year 261,348 14,609 25 years 2,788##

Mukim of Senai-Kulai Marketing factory leases 6 months District of Johor Sdn Bhd building expiring Johor Darul Takzim 12.01.2047

H.S (M) 6209 No.PT4175 ACP-DMT Office and 99-year 78,135 20,380 19 years 1,413 Mukim of Kapar Sdn Bhd factory leases 6 months District of Klang building expiring on Selangor Darul Ehsan 09.06.2086

Parcel No. CT-08-11, 8th Floor ACP-DMT Office Freehold - 946 - 261 Corporate Tower Sdn Bhd Subang Square Jalan SS 15/4G, Subang Jaya Selangor under H.S.(D) P.T. No 3845 (Lot 8026) and H.S.(D) 9208 P.T. No. 3846 (Lot 8027) Mukim of Damansara District of Petaling Selangor Darul Ehsan

H.S.(D) 7050 Makin Land Freehold 150,160 - - 6,892 Lot P.T. No 12052 Permata Mukim of Dengkil Sdn Bhd Daerah Sepang Selangor Darul Ehsan




Parcel No. T3.01 Universal Shoplot Freehold - 457 11 years 285 The Summit Subang USJ Building H.S(D) 121185 Products Lot P.T. No.8 Sdn Bhd Mukim Damansara Daerah Petaling Selangor Darul Ehsan

Lot 8, H.S.(M) 10828, PT22413 ASC Terrace house Freehold 1,470 1,581 8 years 146 Taman Mawar 2 Engineering Kg Baru, Sg Ruan Sdn Bhd Mukim Gali, Raub Pahang Darul Makmur

A1/4A-0019 Persys Double storey 99-year 1,651 3,058 13 years 297 No.17, Jalan Kenangasari 2A Engineering shop office leases 6 months Bandar Sg. Buaya Sdn Bhd expiring on 48010 Rawang 04.01.2095 Selangor Darul Ehsan

A1/12DS-0120 Persys Double storey 99-year 1,644 1,460 13 years 148 No.27, Jalan Melatisari 2E Engineering terrace house leases 6 months Bandar Sg Buaya Sdn Bhd expiring on 48010 Rawang 04.01.2095 Selangor Darul Ehsan

A1/16-0008 Persys One and half 99-year 3,029 1,743 13 years 193 No.15, Jalan Inaisari 3 Engineering storey terrace leases 6 months Bandar Sg Buaya Sdn Bhd house expiring on 48010 Rawang 04.01.2095 Selangor Darul Ehsan

Unit B02-15 Meranti Park MTD Apartment Leasehold - 525 10 years 125 Bukit Tinggi Construction Expiring 2091 Bentung Sdn Bhd Pahang Darul Makmur

Unit C03-10 Meranti Park MTD Apartment Leasehold - 805 10 years 184 Bukit Tinggi Construction Expiring 2091 Bentung Sdn Bhd Pahang Darul Makmur

*** Include office and factory building amounting to net book value of RM2,523,741 which are held under Persys Sdn Bhd ## Include office and factory building amounting to net book value of RM626,422 which are held under Associated Concrete Products (Malaysia) Sdn Bhd


Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting of the Company will be held at its Registered Office at 1, Jalan Batu Caves, 68100 Batu Caves, Selangor Darul Ehsan on Tuesday, 29 September 2009 at 11.00 a.m. for the following purposes:-

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 March 2009 together with the Reports of the Directors and Auditors thereon. (Ordinary Resolution 1)

2. To declare a Final Dividend of 5 sen per share less 25% income tax for the financial year ended 31 March 2009. (Ordinary Resolution 2)

3. To re-elect Mohd Pauzi bin Ab Hamid who retires in accordance with Article 64 of the Company’s Articles of Association. (Ordinary Resolution 3)

4. To re-elect Shaik Mohamed bin Mohd Sahed who retires in accordance with Article 69 of the Company’s Articles

of Association. (Ordinary Resolution 4) 5. To re-appoint Dato’ Dr. Nik Hussain bin Abdul Rahman who retires in accordance with Section 129(6) of the

Companies Act, 1965 to hold office until the conclusion of the next Annual General Meeting. (Ordinary Resolution 5)

6. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration. (Ordinary Resolution 6)

As Special Business

To consider and, if thought fit, with or without modification, to pass the following resolutions:- 7. Directors’ Fees “That the payment of Directors’ fees for the financial year ended 31 March 2009 be approved.” (Ordinary Resolution 7)


Notice of Annual General Meeting (Contd.)

8. Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965

“That, subject always to the Companies Act, 1965 (“the Act”), the Articles of Association of the Company and approvals of the relevant regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Act to issue and allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company for the time being and 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 Bursa Malaysia Securities Berhad; and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.” (Ordinary Resolution 8)

9. Proposed Renewal of Share Buy-Back Authority

“That, subject to the Companies Act, 1965 (“the Act”), the Memorandum and Articles of Association of the Company and the Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements and the approvals of any other relevant regulatory authorities, the Directors of the Company be and are hereby authorised to purchase such number of ordinary shares of RM1.00 each in the Company’s issued and paid-up share capital (“MTD Shares”) through Bursa Securities, subject further to the following:-

(i) the maximum number of MTD Shares which may be purchased and/or held by the Company shall not exceed ten per centum (10%) of the issued and paid-up share capital for the time being of the Company;

(ii) the maximum amount of funds to be allocated by the Company for the purpose of purchasing the MTD Shares shall not exceed the aggregate of the Company’s audited retained profits and the share premium account;

(iii) the authority conferred by this resolution will be effective immediately upon the passing of this ordinary resolution and shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time the said

authority will lapse, unless renewed by an ordinary resolution passed by the shareholders of the Company at that general meeting of the Company, either unconditionally or subject to conditions;

(b) the expiry of the period within which the next AGM of the Company is required by law to be held; or(c) revoked or varied by an ordinary resolution passed by the shareholders of the Company in a general

meeting;

whichever occurs first; but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the requirements issued by Bursa Securities and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities;



That approval and authority be and are hereby given to the Directors of the company to decide at their absolute discretion, to deal with the MTD Shares so purchased pursuant to this resolution in all or any of the following manners:-

(a) cancel the MTD Shares so purchased; or(b) retain the MTD Shares so purchased as treasury shares (of which may be distributed as dividends to shareholders,

and/or resold on Bursa Securities and/or subsequently cancelled); or(c) retain part of the MTD Shares so purchased as treasury shares and cancel the remainder.

And that the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient to implement and give full effect to this resolution with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed by the relevant regulatory authorities and/or to do all such acts and things as the Directors may deem fit and expedient in the best interest of the Company.”

(Ordinary Resolution 9)

10. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

“That, subject to the Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given for the renewal of the shareholders’ mandate for the Company and/or its subsidiaries to enter into the recurrent related party transactions of a revenue or trading nature with those related parties as set out in Section 2.1.3 of the Circular to Shareholders dated 4 September 2009, subject further to the following:-

(i) the transactions are in the ordinary course of business which are necessary for the day-to-day operations and are on normal commercial terms not more favourable to related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company;

(ii) disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year; and

(iii) such approval shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will lapse, unless renewed by an ordinary resolution passed by the shareholders of the Company at that general meeting of the Company;

(b) the expiry of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by an ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever is the earlier.



And that the Directors of the Company be and are hereby authorised to do all such acts and things as they may consider expedient or necessary (including executing such documents as may be required) to give full effect to and complete the matters described in this ordinary resolution.” (Ordinary Resolution 10)

11. Proposed New Shareholders’ Mandate for New Recurrent Related Party Transactions of a Revenue or Trading Nature

“That, subject to the Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given to the Company and/or its subsidiaries to enter into new recurrent related party transactions of a revenue or trading nature with those related parties as set out in Section 2.1.3 of the Circular to Shareholders dated 4 September 2009, subject further to the following:-

(i) the transactions are in the ordinary course of business which are necessary for the day-to-day operations and are on normal commercial terms not more favourable to related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company;

(ii) disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year; and

(iii) such approval shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will lapse, unless renewed by an ordinary resolution passed by the shareholders of the Company at that general meeting of the Company;

(b) the expiry of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by an ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever is the earlier.

And that the Directors of the Company be and are hereby authorised to do all such acts and things as they may consider expedient or necessary (including executing such documents as may be required) to give full effect to and complete the matters described in this ordinary resolution.” (Ordinary Resolution 11)

12. To transact any other ordinary business of which due notice has been given.



NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Sixteenth Annual General Meeting, a Final Dividend of 5 sen per share less 25% income tax for the financial year ended 31 March 2009 will be paid on 30 October 2009 to Depositors who are registered in the Record of Depositors at the close of business on 9 October 2009.

A Depositor shall qualify for entitlement to the dividends only in respect of:-

(a) Shares transferred into the Depositor’s securities account before 4.00 p.m. on 9 October 2009 in respect of ordinary transfers; and

(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

By order of the Board

Chan Bee Kuan (MAICSA 7003851)Cheong Wei Ling (MAICSA 7009208)Company Secretaries

Selangor Darul Ehsan4 September 2009

Explanatory Notes to Special Business:

Directors’ Fees

The Ordinary Resolution 7, if passed, will authorise the payment of Directors’ fees pursuant to Article 71 of the Articles of Association of the Company.

Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965

The Ordinary Resolution 8, if passed, will give powers to the Directors to issue and allot shares at any time in their absolute discretion without convening a general meeting. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. There is no issuance and allotment of shares pursuant to the shareholders’ mandate obtained on 26 September 2008.

Proposed Renewal of Share Buy-Back Authority

The Ordinary Resolution 9, if passed, will allow the Directors to exercise the power of the Company to purchase not more than 10% of the issued and paid-up share capital of the Company at any time within the time period stipulated in the Bursa Malaysia Securities Berhad Main Market Listing Requirements.



Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The Ordinary Resolutions 10 and 11, if passed, will allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the related parties in the ordinary course of business which are necessary for day-to-day operations and on normal commercial terms which are not more favourable to related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. The details of the proposed shareholders’ mandate are set out in the Circular to Shareholders dated 4 September 2009.

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint at least one (1) proxy to attend and vote in his stead. A proxy need not be a member of the Company and the provisions of Section 149(1)(a), (b) and (c) of the Companies Act, 1965 shall not apply.

2. In the case of a corporate member, the instrument appointing a proxy shall be under its Common Seal or under the

hand of an officer or attorney, duly authorised.

3. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.

4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 1, Jalan Batu Caves, 68100 Batu Caves, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the Meeting or at any adjournment thereof.

5. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

DETAILS OF INDIVIDUALS WHO ARE STANDING FOR ELECTION AS DIRECTORS

No individual is seeking election as a Director at the Sixteenth Annual General Meeting of the Company.

Statement Accompanying Notice of Annual General Meeting(Pursuant to Paragraph 8.27(2) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements)

Number of shares held CDS Account No.

*I/We, _______________________________________________________________________________ *NRIC No./Company No. _____________________ (FULL NAME IN BLOCK LETTERS)

of _____________________________________________________________________________________________________________________________ (FULL ADDRESS)

being a *member/members of MTD CAPITAL BHD, hereby appoint ______________________________________________________________________

______________________________________________________________________________________ NRIC No. ________________________________ (FULL NAME IN BLOCK LETTERS)

of _____________________________________________________________________________________________________________________________ (FULL ADDRESS)

or, *failing him/her, __________________________________________________________________________ NRIC No. ____________________________ (FULL NAME IN BLOCK LETTERS)

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 Sixteenth Annual General Meeting of the Company to be held at the Registered Office of the Company at 1, Jalan Batu Caves, 68100 Batu Caves, Selangor Darul Ehsan on Tuesday, 29 September 2009 at 11.00 a.m. and at any adjournment thereof.

(Please indicate with an “X” in the spaces provided below as to how you wish your votes to be cast. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at *his/her discretion.)

1 To receive the Audited Financial Statements for the financial year ended 31 March 2009 together with the Reports of the Directors and Auditors thereon.

2 To declare a Final Dividend of 5 sen per share less 25% income tax for the financial year ended 31 March 2009.

3 To re-elect Mohd Pauzi bin Ab Hamid who retires in accordance with Article 64 of the Company’s Articles of Association.

4 To re-elect Shaik Mohamed bin Mohd Sahed who retires in accordance with Article 69 of the Company’s Articles of Association.

5 To re-appoint Dato’ Dr. Nik Hussain bin Abdul Rahman who retires pursuant to Section 129(6) of the Companies Act, 1965 to hold office until the conclusion of the next Annual General Meeting.

6 To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration.

7 To approve the payment of Directors’ fees for the financial year ended 31 March 2009.8 Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965.9 Proposed Renewal of Share Buy-Back Authority. 10 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or

Trading Nature. 11 Proposed New Shareholders’ Mandate for New Recurrent Related Party Transactions of a Revenue or

Trading Nature.

* Strike out whichever not applicable.

NO. RESOLUTIONS FOR AGAINST

As witness *my/our hand(s) this ___________________day of __________________, 2009

________________________________________________Signature of Member/Common Seal

Notes:1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint at least one (1) proxy to attend and vote in his stead. A proxy need not be a member of the

Company and the provisions of Section 149(1)(a), (b) and (c) of the Companies Act, 1965 shall not apply.2. In the case of a corporate member, the instrument appointing a proxy shall be under its Common Seal or under the hand of an officer or attorney, duly authorised.3. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 1, Jalan Batu Caves, 68100 Batu Caves, Selangor Darul Ehsan not less than forty-eight

(48) hours before the time for holding the Meeting or at any adjournment thereof.5. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of

each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

FORM OF PROXY

THE COMPANY SECRETARIES

MTD CAPITAL BHD

1, Jalan Batu Caves

68100 Batu Caves

Selangor Darul Ehsan

Malaysia

Fold this flap for sealing

Then fold here

1st fold here

AFFIXSTAMP

MTD CAPITAL BHD

(256187-T)

1, Jalan Batu Caves,

68100 Batu Caves,

Selangor Darul Ehsan,

Malaysia.

Tel: 03-6195 1111

Fax: 03-6188 0101

www.mtdgrp.com

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