construction company

Mohd Azlan IskandarAsia Champion 2008 & 2010Malaysia No.1 Squash PlayerZecon’s Sponsorship Since 2003

VisionTo be a world class corporation providing excellent

engineering and construction services.

MissionWe will deliver excellent engineering and construction

services which meet our customers’ requirements

through good corporate governance practices and

superior technologies. We also strive to have an efficient,

dedicated and trained workforce to serve our customers.

1

Work in progress inside the 12.5KM TBM Tunnel

CAPABILITY STATEMENT

2

Performance ReviewFinancial Highlights ........................................... 05

Corporate ProfileCorporate Information ........................................ 06

Corporate Structure ............................................ 07

Chairman’s Statement ......................................... 08

Group Managing Director / CEO’s Review ......... 10

Profile of Directors ............................................. 12

Corporate Governance ........................... 19Corporate Governance Statement ....................... 20

Statement of Directors’ Responsibility ................ 23

Statement on Internal Control ............................ 24

Audit Committee Report .................................... 25

Additional Compliance Information ................... 28

Directors’ Report & Audited Financial Statements ................................ 29

Analysis of Shareholdings .................................. 95

Analysis of Warrant Holdings ............................. 98

List of Properties ................................................. 100

Notice of Annual General Meeting ..................... 102

Statement Accompanying Notice of

Annual General Meeting .................................... 105

Proxy Form

CONTENTS

Menara Zecon

Zecon Berhad Annual Report 2009

4

Mil

estones

4

“The First Concrete Arch Bridge In Sarawak, A 200 Meters Double 3-Lanes Carriageway- Part of The Matang Highway To The Proposed Federal Administrative Center Project Completed In November 2009”

“Annual Collections Exceed RM10,000,000 For The First Time - Zecon Toll Concessionaire Sdn Bhd Recorded RM10.289 million In 2009’s Collections”

“Package 4 of Projek Skim Bekalan Air Triang, Jelebu, Negeri Sembilan. Supply And Lay 1700mm ND Raw Water Pipeline 2A & 2C - Completed In November 2009”

5

79

45

142

143

157

0

06 07 08 0905

5010

015

020

025

030

0

Rev

enue

RM

’mill

ion

11.4

11.5

3.7

0.9

4.9

06 07 08 0905

02

46

810

12

Earn

ing

Per

Shar

eSe

n

172

173

179

200

145

155

06 07 08 0905

Shar

ehol

ders

’ Equ

ity

RM

’mill

ion

150

100

500

429

421

415

512

478

06 07 08 0905

Tota

l Ass

ets

RM

’mill

ion

020

010

030

040

050

0

2.0

1.65 1.

76

1.44 1.45 1.

50

06 07 08 0905

Net

Ass

et P

er S

hare

RM

1.5

1.0

0.5

0.0

Financial Highlights 2009

5

10.1

810

12

1.7 1.

3

7.3

06 07 08 0905

02

46

Profi

t B

efor

e Ta

xR

M’m

illio

n

4.8

Corporate Information

Board of Directors Datu Dr. Hatta bin SolhiIndependent Chairman

Datuk Dr. Haji Yusof @ Josree bin Haji YacobDeputy Independent Chairman

Datuk Haji Zainal Abidin bin Haji AhmadGroup Managing Director/Chief Executive Officer

Haji Zainurin bin Haji AhmadDeputy Managing Director

Poh Lik Gan @ Poh Li ThongIndependent and Non-Executive Director

Dato’ Haji Hamzah bin Haji GhazalliIndependent and Non-Executive Director

Dato’ Abdul Majit bin Ahmad KhanIndependent and Non-Executive Director

Richard Kiew Jiat Fong Independent and Non-Executive Director

Hui Kok Yuan Executive Director

Haji Abg Azahari bin Abg OsmanExecutive Director

Jamil Bin JamaludinExecutive Director

Haji Saini bin Haji AliExecutive Director

Ng Weng FattExecutive Director

Audit CommitteePoh Lik Gan @ Poh Li Thong (Chairman) Datu Dr. Hatta bin SolhiRichard Kiew Jiat Fong

Risk Management CommitteeHaji Zainurin bin Haji Ahmad (Chairman)Haji Abg Azahari bin Abg OsmanHaji Saini bin Haji AliJamil bin JamaludinRayan ak NarongBrandon Goh Mun Han

Remuneration & Nomination CommitteeDatu Dr. Hatta bin Solhi (Chairman)Poh Lik Gan @ Poh Li Thong Dato’ Haji Hamzah bin Haji Ghazalli

Option CommitteeDatu Dr. Hatta bin Solhi (Chairman)Haji Zainurin bin Haji AhmadBrandon Goh Mun HanKoh Fee Lee

Company SecretariesKoh Fee Lee (MAICSA 7019845)Lim Poh Yen (MAICSA 7009745)

AuditorsMessrs Ernst & YoungRoom 300-303, 3rd Floor, Wisma Bukit Mata KuchingJalan Tunku Abdul Rahman, 93100 Kuching, Sarawak.Tel : 082-243233 Fax : 082-421287

Share RegistrarSymphony Share Registration Services Sdn Bhd (506293-D)Level 26, Menara Multi Purpose, Capital SquareNo. 8, Jalan Munshi Abdullah50100 Kuala Lumpur.Tel : 03-2721 222 Fax : 03-2721 2530

Principal BankerBank Muamalat Malaysia Berhad KAF Investment Bank BerhadAffin Investment Bank BerhadAmBank (M) BerhadEON Bank BerhadPublic Bank BerhadRHB Bank BerhadHSBC Malaysia BerhadMalayan Banking Berhad

SolicitorsReddi & Co. AdvocatesAzmi & AssociatesC.J. Eng AdvocatesHisham, Sobri & KadirMary Bolhassan, Noreda Ahmad & CoTang & Tang, Wahap & Ngumbang Advocates

Stock Exchange ListingBursa Malaysia Securities Berhad, Main MarketStock Code : 7028Stock Name : ZECON

Registered Office8th Floor, Menara Zecon No. 92, Lot 393, Section 5 KTLDJalan Satok, 93400 Kuching, Sarawak.Tel : 082-275555 Fax : 082-275500E-mail: [email protected]: www.zecon.com.my

Branch OfficeSuite 2A-11-2, Level 11, Block 2A, Plaza Sentral, Jalan Stesen Sentral 5, KL Sentral,50470 Kuala Lumpur.Tel : 03-22723118 Fax : 03-22743656

6

Corporate Structure

ZECON BERHAD100% Zecon Toll Concessionaire Sdn Bhd

100% Zecon Geotechnical Services Sdn Bhd

100% Zecon Mutiara Sdn Bhd

100% Zecon Land Sdn Bhd

100% Zecon Australia Pty Ltd

100% Zecon Piling Sdn Bhd

100% Zecon International Limited

100% Zecon Water Corporation Sdn Bhd

100% Zecon Construction (Sarawak) Sdn Bhd

100% Matang Highway Sdn Bhd

100% Zecon Designtech Sdn Bhd

100% Zecon MidEast Limited

100% Zecon (Saudi Arabia) International Limited

100% Zecon Assets Sdn Bhd 96% Zecon Resources Sdn Bhd

70% Zecon Dredging Sdn Bhd

55% Teknik PS Sdn Bhd

51% Zecon Construction Sdn Bhd

51% Zecon Fab Sdn Bhd

51% Zecon Energy Sdn Bhd

50% NS Water-Zecon JV Sdn Bhd

35% L.C.S. Trading Co. Sdn Bhd

25.48% Halifax Capital Berhad

100% Agrowell Quarry Sdn Bhd

70% Zecon Demak Jaya Sdn Bhd51% Zecon Petra Jaya Sdn Bhd

100% IR Concept (M) Sdn Bhd100% ZPM Satu Sdn Bhd100% Zalpoint Tanah Putih Sdn Bhd

50.1% Sarmax Sdn Bhd

100% TPS Medicare Sdn Bhd

60% Zecon Well Services Sdn Bhd

Subsidiary Companies

Associate Companies

7


8

Chairman’s StatementDear Shareholders

On behalf of the Board of Directors (“Board”) and Zecon Bhd, I am please to present the 2009 Annual Report comprising the Director’s Report and the Audited Financial Statement for the year ended 31 December 2009.

Overview The year 2008 was not a good year for the business community throughout the world. The unprecedented financial crisis which hit the world, without much warning, was followed by a period of uncertainty throughout 2009. The business community everywhere, including Malaysia, took a cautious and low-risk approach in their efforts to expand their existing business or to venture into new areas. In other words, their confidence of sustaining the level of profitability is being seriously challenged, like never before. Thus very little or no expansion in their businesses could be expected from the business community. That is the business scenario in which the report referred to. The adverse economic situation has a direct impact on the overall economy of Malaysia which saw GDP growth plummeted to the negative for the year. In turn, it brought similar negative effect on the performance of most companies, including ZECON. Fortunately, the stimulus financial packages introduced by the Malaysian Government during the year began to show positive effects towards the third quarter of the year. The GDP improved from -6% 9n the first quarter to 4.5% in the last quarter of2009. Full recovery is expected in 2010 when the Malaysian economy is expected to grow by between 4.5% to 6%.

Financial Performance Despite the adverse global economic situation, Zecon Bhd group of companies financial performance showed a slight improvement compared to the previous year. Profit after tax for the group increased slightly from less than RM1million in 2008 to RM5.9 million for 2009. The increase in profit was achieved in spite of the lower revenue (RM142 million) recorded for the year compared to RM157 million for 2008. The higher profit was partly the result of the sale of 30% equity in one ZECON’s wholly-owned subsidiaries during the period under review. The fairly good financial performance of the Group was largely a result of a number of significant operational milestones achieved during the year. These include the completion of two major projects – namely the Matang Highway to the Proposed Federal Administrative Centre, and Projek Skim Bekalan Air Triang (Skim B), Jelebu, Negeri Sembilan – Package 4. These projects, with a combined value of RM240 million, were completed in November 2009.

In this connection, I, would like to place on record the Board’s appreciation and thanks to Management and project teams for the excellent job done and undivided commitment to complete the projects on schedule, despite the many challenges faced during the difficult period.

New Projects and Overseas VenturesGiven the global economic scenario, we are happy with our achievement during the difficult year. Things could have been better if our joint ventures in the Middle East got implemented as planned. However, a number of projects which was planned to be implemented did not take off the ground. Our partners, as well as potential clients in the Middle East, took a cautious stance resulting in the implementation of a number of property projects being postponed or cancelled in view of the dampened property market demands. The Dubai World debt crisis which surfaced during the last quarter of 2009 worsened the situation. The JV agreement between Zecon and Qatari Diar to jointly developed commercial and residential properties in Qatar and other Middle East countries has lapsed. However, looking forward, both parties are actively finalising negotiation for extension of the agreement to take advantage of the opportunities that come with the economic recovery presented in the region. At the same time, the group is in the final stage of negotiation for property development projects in Saudi Arabia. We are optimistic, these projects will bear fruits during the next few years. Zecon will continue with its strategic plan to diversify its core businesses in order to improve the group’s earning and profitability. During the year, we have successfully secured 2 major projects; (1) RM132 million infrastructure project – Projek Skim Bekalan Air Teriang (Skim B) Jelebu, Negeri Sembilan, Package 5 – Construction of Sg. Triang Dam and Associated Works, and (2) RM182 million construction project – Design, Construction, Equipping, Commissioning & Maintenance

of Faculty of Medicine & Health Science (FMHS) and Institute of Health & Community Medicine (IHCM) for The Universiti Malaysia Sarawak (UNIMAS). These two new projects, together with existing ones in Sarawak and Negri Sembilan, will keep our management teams occupied during the short term period.

Efforts to secure new projects for the years ahead are being intensified, with negotiations being conducted with the Syarikat Perumahan Negara, the State Housing Commission and the private sector in the State. We are confident, with the improved economic condition, the years ahead look very bright for the Group.

Corporate GovernmentGood Corporate governance has increasingly assumed a very significant role for managing business during the difficult period due to the numerous challenges being faced to achieve profitability. The ZECON Board of Directors is committed to comply with all the policies and guidelines in the Malaysia Code of Corporate Governance for all its conducts and practices of doing business. The Group’s Corporate Governance Statement which contains the Internal Control and Risk Management, Financial Policies and Procedure Manual, Internal Audit Report, ISO 9001:2008 Compliance can be found in this annual report. I wish to assure shareholders that the Board and Board Committees closely monitor to ensure that management adhere to these policies and guidelines in the conduct of their business.

Corporate Social Responsibility As a corporate player, ZECON is ever- conscious of contributing towards improving the environment in which it operates.. Special attention is being given to the safety working environment of project sites to ensure that our employees, including temporary workers, work in a very safe condition. Due to the safety measures being put in place, the rate of fatal accidents in the work places is almost zero. In the same line, the Board had recently approved that medical benefits be extended to all family members of all levels. This is to ensure that the welfare of our staff and members of their families are properly taken care of.

For the community at large, ZECON puts aside, on a regular basis, a budget to give financial assistance to deserving students to continue their students at all levels. This assistance takes the form of scholarships for UNIMAS Engineering students, as well as financial assistance to secondary school students from low-income families who stay in Yayasan Kamajuan Insan (YAKIN) hostel and from other schools wiinh the Kuching area. In addition, our commitment to encourage excellent performance among students in tertiary institutions take the form of Zecon Excellence Awards given to the best graduating engineering students at UNIMAS and Curtin University of Technology Sarawak.

While the education field is our priority in our CSR endevours, Zecon also plays a role in the filed of sports development in the State. We continue to sponsor sportpersosn who show determination to succeed in their chosen sports, One case in particular is Sarawak- born Malaysia squash player, Mohd Azlan Iskandar, who has been sponsored by our group for a number of years to encourage him to achieve his dream by entering the top 10 of the world ranking. Apart from benefiting Azlan directly, We hope this sponsorship program will inspire more sport talents, especially from Sarawak, to aim higher and excel in their chosen fields.

Concluding RemarkOn behalf of the Board, I would like to take this opportunity to thanks all our stakeholders for their full trust in the Board and the management of Zecon to steer the Group out of troubled water. My sincere appreciation also goes to the management and staff for their continued commitment to contribute selflessly to the group performance and to maintain operations in a socially responsible manner. To my fellow Board members, a big thank you for your advises, support, comradeship and criticism, both during and after meetings, as well as for always keeping a high corporate integrity and business ethics which continue to be the keystone to the group’s progress towards its vision. Lastly I wish ZECON all the best for the years ahead.

Datu Dr. Hatta Bin SolhiIndependent ChairmanDate: 27 MAY 2010

8

9

“The fairly good financial performance of the Group was

largely a result of a number of significant operational

milestones achieved during the year. This include the

completion of 2 major projects with a combined values of

RM240 million in November 2009”

Datu Dr. Hatta Bin Solhi

9


10

While 2008 saw most of our focuses were on the progresses of our projects on hand and our diversification effort in overseas ventures, 2009 could have been more fruitful financially had it not been delayed and slowed-down by the uncertainty over the sustainability of the world and regional economy and financial recovery.

The recent positive development in Asia and also the proactive stimulus packages introduced timely by our Government have all added to the confidence of the investors who suffered impairment in most of their equity investment since 2008. However, there are still more to be done.

Zecon Berhad recorded a lower revenue of RM143 million for the year ended 31 December 2009 as compared to RM157 in 2008, a decrease of almost 9% or RM14 million. The RM5.9 million in Group profit was mainly due to the disposal of 30% equity interest in 100% subsidiary Zecon Demak Jaya Sdn Bhd during the year.

We are proud to have a group of energetic leaders in our respective divisions who spearheaded the respective projects with the aim to minimise the effect of the negative market and economic sentiments and to complete their work according to plans. This often required extra hours and undivided dedications from top executives to everyone involved with the projects. We completed 2 major projects in 2009; (1) The RM39 million Package 4 of Projek Skim Bekalan Air Triang (Skim B), Jelebu, Negeri Sembilan which involved the supply and lay 1700mm diameter Raw Water Pipeline, and (2) The RM201 million highway to the Proposed Federal Administrative Centre at Rambugan, Kuching. Both projects were physically completed according to the scheduled completion dates.

During the year under review, we were awarded with 2 new projects with a combined value of RM314 million. Package 5 of the Projek Skim Bekalan Air Teriang (Skim B) Jelebu, Negeri Sembilan commenced in June 2009. This Package involves the construction of Sg. Triang Dam and associated works, it is valued at RM132 million and is expected to be fully completed in 30 months. In October 2009, we started work on another new project, i.e. the RM182 million turnkey project that include Design, Construction, Equipping, Commissioning & Maintenance of Faculty of Medicine & Health Science (FMHS) and Institute of Health & Community Medicine (IHCM) for The Universiti Malaysia Sarawak (UNIMAS). The current physical completions for these two projects stand at 17% and 6% respectively.

The current progresses for the other packages Under Projek Skim Bekalan Air Teriang (Skim B) are positive. The physical completion for Package 1 (construction of 12.5km TBM transfer tunnel) is 87% and Package 2 (Construction of Patesek Intake Pumping Station) is 71%. The historic punch-through for the longest tunnel of its kind in Malaysia is expected to be completed in May 2010, another project milestone which once again cemented our competency to complete major project of such magnitude and technical knowhow.

GROUP MANAGING DIRECTOR / CEO’S REVIEW

Our toll operations had attracted more users than previous years, hitting a milestone of more than RM10.3 million in revenue or approximately RM28,200 daily average collection in 2009. Zecon Toll recorded approximately 8.2 million users in 2009 or a daily average of 22,500 users which is the highest in its 6 years operating history. We expect 2010 to be very encouraging and we have set an ambitious target of daily average collection of RM30,000 or 24,000 users per day!

Looking at our overseas ventures, especially at the Middle East Region, our team is currently actively involved in discussion with Qatar Diar on the extension of the Memorandum of Understanding which has lapsed. The slow progress and lack of activities in this region are believed to be short term due to the Dubai crisis. We are also looking positively at the Industrial Building System (IBS) projects with the housing authorities in Saudi Arabia.

Our Oil & Gas division, led by Zecon Fab Sdn Bhd and Zecon Energy Sdn Bhd have been participating in tenders related to fabrication services and, oil and gas related services. Some of these tenders and pre-qualification exercises involved oil & gas major companies like Malaysia Marine and Heavy Engineering Sdn Bhd and Sime Darby Engineering Sdn Bhd. We are hopeful to land a couple of projects from these exercises.

We anticipate the coming year to bring more excitement and hope. We will continue focusing on our long term strategy to improve profitability by diversifying our core businesses and to improve the technical aspects in all our planned deliverables consistent with our mission and objectives. In summary, for the 2010 financial year, we expect to improve on our revenue and profitability.

I take this opportunity to firstly thank the Board of Directors for its continued trust and support in me leading Zecon in its quest to be a world class corporation in the near future. My sincere gratitude to our valued shareholders, investors, bankers, customers, suppliers, business associates, all our project consultants and relevant Government authorities for their continuous supports and contributions. We hope this invaluable partnership will continue to be fruitful and mutually beneficial.

Lastly, to all employees of Zecon Group, I would like to express my sincere appreciation to your unfailing effort and enthusiasm throughout this extraordinary and challenging year. I treasure the unity shown by all levels, the uncompromising focus to carry out the works safely and on schedule, and most importantly, maintaining the quality of all our deliveries.

Thank you.

Datuk Haji Zainal Abidin Bin Haji AhmadGroup Managing Director / CEO Date: 27 MAY 2010

10

11

Datuk Haji Zainal AbidinBin Haji Ahmad

“We anticipate the coming year to bring more excitement and hope. We

will continue focusing on our long term strategy to improve profitability by

diversifying our core businesses and to improve the technical aspects in all our

planned deliverables consistent with our mission and objectives.”

11


12

Profile of Directors

Datu Dr. Hatta bin SolhiAge : 66Nationality : MalaysianQualification : Ph.D in Political Science (Development Studies) from the University of

Hawaii.Position held : Independent ChairmanWorking experience & occupation : Datu Dr. Hatta was appointed to the Board of Directors of the Company

on 24 April 2001. Prior to joining Zecon, he served as the Deputy State Secretary of Sarawak from August 1997 to November 2001 and had held several senior positions in the State and Federal Services.

Details of any board committee to : • Member of Audit Committeewhich he belongs • Chairman of Remuneration & Nomination Committee • Chairman of Option CommitteeOther directorships in public companies : Mimos BerhadSecurities holdings in the Company and :its subsidiaries

Relationship with directors : NoneRelationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within the : Nonepast 10 years other than traffic offencesNo. of board meetings attended in the : 5/5financial year

Datuk Dr. Haji Yusof @ Josree bin Haji Yacob Age : 54Nationality : MalaysianQualification : • Degree in Doctorate (MD), UKM-1981 • Master of Science in Public Health (MSc PH), NUS (Singapore) -1985Position held : Deputy Independent ChairmanWorking experience & occupation : Datuk Yusof was appointed to the Board of Directors of the Company on

09 June 2008. He started his career in 1981 by joining Kuala Lumpur General Hospital as Medical Officer. He was in medical field for nine (9) years until he joined political sector in 1990. During his political arena, he held various positions within the UMNO Division Sabah. He was the Member of Parliament of Sipitang, Sabah and Dewan Rakyat Deputy Speaker till February 2008. He was the Chairman of Saham Sabah Berhad and Sedcovest Holdings Sdn Bhd till 2004. Besides, he was also appointed to the Board of other private limited companies and charitable organizations. He is currently sitting in the Board of Sutera Harbour Golf and Country Club Berhad.

Details of any board committee to : Nonewhich he belongsOther directorships in public companies : NoneSecurities holdings in the Company : None and its subsidiariesRelationship with directors : None Relationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within the : Nonepast 10 years other than traffic offencesNo. of board meetings attended in the : 5/5financial year

Name Direct

No. ofshares

20,000Zecon Berhad

No. ofshares

-

%

%

%

-

Indirect

13


Name Direct Indirect

Name Direct

No. ofshares

40,000Zecon Berhad

No. ofshares

-

%

0.04

%

-

Indirect

Datuk Haji Zainal Abidin bin Haji AhmadAge : 52Nationality : MalaysianQualification : • Master of Arts degree in Management from the University of Kent at

Canterbury, England. • Diploma in Accounting from the University of Kent at Canterbury,

England. • Bachelor of Arts from University Kebangsaan Malaysia.Position held : Group Managing Director/Chief Executive OfficerWorking experience & occupation : Datuk Zainal was appointed to the Board of Zecon on 28 July 1994 as

Director and subsequently as Executive Chairman on 30 November 1996. On 24 April 2001, he was appointed the Group Managing Director/Chief Executive Officer. He started his career by joining the Sarawak Civil Service in 1981 until he move to private sector in 1987. Under his leadership, ZECON Group has undertaken dynamic diversification recent years and has even positioned itself for international ventures.

Details of any board committee to : Nonewhich he belongsOther directorships in public companies : Sarawak Consolidated Industries Berhad (formerly known as Sarawak

Concrete Industries Berhad)Securities holdings in the Company : and its subsidiaries

Relationship with directors : Brother to Haji Zainurin bin Haji Ahmad Relationship with substantial shareholders : Director and major shareholder of Dawla Capital Sdn BHd Conflict of interest : No conflict of interest apart for the related party transactions, which have

been disclosed in the Notes to the Accounts.List of convictions for offences within the : Nonepast 10 years other than traffic offencesNo. of board meetings attended in : 3/5the financial year

Poh Lik Gan @ Poh Li ThongAge : 65Nationality : MalaysianQualification : • B.Sc in Quantity Surveying from Reading University, London in 1969. • Diploma in Quantity Surveying from College Of Estate Management,

London in 1968. • Fellow of the Royal Institution of Chartered Surveyors. • Fellow of The Institution of Surveyors Malaysia. Position held : Independent Non-Executive DirectorWorking experience & occupation : Appointed to the Board of Directors of the Company on 25 October

2004. He began his career as an Assistant Quantity Surveyor with Philip Pank & Partners (“PP&P”), London in 1968. From 1969 to 1973, he was with Jabatan Kerja Raya, Sarawak in Kuching Division. Subsequently, he started Contract Services Consultants and retired in 1988 as a Senior Partner. He is currently the Project Director of Jurudaya Construction Sdn Bhd, a post which he held since 1989.

Details of any board committee to : • Chairman of Audit Committeewhich he belongs • Member of Remuneration & Nomination CommitteeOther directorships in public companies : NoneSecurities holdings in the Company :and its subsidiaries

No. ofshares

3,655,20030,00034,000

49

Zecon BerhadSarmax Sdn BhdTeknik PS Sdn BhdZecon Construction

Sdn Bhd

No. ofshares

65,689,475---

%

3.0730.014.249.0

%

55.15---


14


Relationship with directors : None Relationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within the : Nonepast 10 years other than traffic offencesNo. of board meetings attended in : 5/5the financial year

Dato’ Haji Hamzah bin Haji GhazalliAge : 61Nationality : MalaysianQualification : • Master Degree of Arts in International Affair (Management) from

University of Ohio, United States. • B.A. Hons from Universiti of Malaya.Position held : Independent Non-Executive DirectorWorking experience & occupation : Appointed to the Board of Directors of the Company on 26 February

2007. He was an Administrative and Diplomatic Services Officer and had served the Government of Malaysia for more than 32 years. He started his career with the Government of Malaysia in April 1973 and retired in April 2005. Prior to his retirement, he was the State Secretary of Negeri Sembilan.

Details of any board committee to : • Member of Remuneration & Nomination Committeewhich he belongsOther directorships in public companies : NoneSecurities holdings in the Company : Noneand its subsidiaries Relationship with directors : NoneRelationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within the : Nonepast 10 years other than traffic offencesNo. of board meetings attended in : 5/5the financial year

Dato’ Abdul Majit Bin Ahmad Khan Age : 64Nationality : MalaysianQualification : • Bachelor of Economics (Hons) from University of MalayaPosition held : Independent Non-Executive DirectorWorking experience & occupation : Appointed to the Board of Directors of the Company on 16 May 2007.

He had served in the Prime Minister’s Department and the Ministry of Foreign Affairs as well as in several mission abroad and senior position in the Ministry of Foreign Affairs for thirty-four years.

He also act as the Under Secretary of West Asia and the OIC and has participated in several Ministerial and Prime Ministerial visits to West Asian Countries and OIC Meetings.

He was also a Director General of ASEAN and he actively participated in the organization of the 30th ASEAN Ministerial Meeting held in Kuala Lumpur as well as the ASEAN Head of Summit and the 10+3 Summit Meetings in Malaysia.

In 1998, he was appointed as the Ambassador of Malaysia to the People’s Republic of China and concurrently accredited to the Democratic People’s Republic of Korea until his retirement on 2 January 2005.

He is currently the President of the Malaysia-China Friendship Association (PPMC), Exco Member of the Malaysia-China Business Council.

Details of any board committee to : Nonewhich he belongsOther directorships in public companies : • Hong Leong Islamic Bank • HLG Unit Trust Bhd • OSK Investment Bank Bhd

15


Securities holdings in the Company and : Noneits subsidiaries Relationship with directors : None Relationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within the : Nonepast 10 years other than traffic offencesNo. of board meetings attended in : 3/5the financial year

Richard Kiew Jiat Fong Age : 56Nationality : MalaysianQualification : Richard is a fellow Member of the following:- • The Institute of Chartered Accountants in England and Wales; • The Association of Chartered Certified Accountants, United Kingdom;

and • The Institute of Certified Public Accountants of Singapore. • He is also a member of Malaysian Institute Accountants.Position held : Independent Non-Executive DirectorWorking experience & occupation : Richard Kiew was appointed to the Board of Directors of the Company

on 01 June 2008. He has seven years working experience in England with firms of Chartered Accountants. When he came back to Malaysia, he worked as an audit manager for four years before started his own audit firm in 1986 as a sole practitioner.

Details of any board committee to : • Member of the Audit Committeewhich he belongsOther directorships in public companies : Sarawak Consolidated Industries Berhad (formerly known as Sarawak

Concrete Industries Berhad)Securities holdings in the Company :and its subsidiaries

Relationship with directors : None Relationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within : Nonethe past 10 years other than traffic offencesNo. of board meetings attended in : 5/5the financial year

Haji Zainurin bin Haji AhmadAge : 49Nationality : MalaysianQualification : • Master of Commerce Degree in Business Administration from

University of Canterbury, Christchurch, New Zealand. : • B Sc. in Business Administration from Indiana Institute of Technology,

Indiana, USA. • Diploma in Business Studies from Universiti Teknologi MARA.Position held : Deputy Managing DirectorWorking experience & occupation : Haji Zainurin was appointed to the Board on 12 June 1998. He enjoyed

a 13-year tenure in finance and commercial sectors. He was the General Manager of Advance Finance Berhad (now known as Advance Establishment Berhad), Kuching prior to joining Zecon in 16 April 1999 as Executive Director. He was re-designated as Deputy Managing Director of Zecon on 01 June 2008.

Details of any board committee to : • Chairman of Risk Management Committeewhich he belongs • Member of Option CommitteeOther directorships in public companies : Halifax Capital Berhad

Name Direct

No. ofshares

63,000Zecon Berhad

No. ofshares

-

%

0.05

%

-

Indirect


16

Securities holdings in the Company :and its subsidiaries

Relationship with directors : Brother to Datuk Haji Zainal Abidin bin Haji Ahmad Relationship with substantial shareholders : NoneConflict of interest : No conflict of interest apart for the related party transactions, which have

been disclosed in the Notes to the Accounts.List of convictions for offences within : Nonethe past 10 years other than traffic offences No. of board meetings attended in : 5/5the financial year

Ir. Hui Kok YuanAge : 60Nationality : MalaysianQualification : • Bachelor degree in Civil Engineering from the University of Adelaide. • Member of both Institution of Engineers Malaysia and Australia. • Professional Engineer, Board of Engineers, Malaysia.Position held : Executive DirectorWorking experience & occupation : Hui Kok Yuan was appointed Executive Director of the Company on 16

February 2001. He joined Jabatan Kerja Raya (Public Works Department) Sarawak as an Executive Engineer in 1976 supervising government building projects. In 1982, he was transferred to Sarawak Land Custody and Development Authority (“LCDA”) as a Civil Engineer involved in the planning and design of urban development projects. In 1994, he joined the private sector where he was involved in the management and administration of commercial and housing projects. In 1993, he was awarded the ‘Pingat Perkhidmatan Bakti’ by the Sarawak Government.

Details of any board committee : Noneto which he belongs Other directorships in public companies : NoneSecurities holdings in the Company : and its subsidiaries

Relationship with directors : None Relationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within : Nonethe past 10 years other than traffic offencesNo. of board meetings attended : 3/5in the financial year

Ir. Haji Abg Azahari bin Abg OsmanAge : 48Nationality : MalaysianQualification : • Bachelor Degree of Science in Civil Engineering from the University

of Iowa, USA in 1985. • Member of Institution of Engineers, Malaysia. • Professional Engineer, Board of Engineers Malaysia.Position held : Executive DirectorWorking experience & occupation : Haji Abg Azahari was appointed to the Board of Directors of the Company

on 08 March 2004. He began his career by joining Jabatan Kerja Raya (JKR) in 1985 He served JKR in Kuching, Sarikei and Sibu Divisions prior to joining PPES Works (Sarawak) Sdn Bhd, a subsidiary of Cahaya Mata Sarawak Berhad (CMS). He held several senior positions within the CMS Group. He was appoint the General Manager of the Company in June 2002.

Name Direct

No. ofshares

525,000Zecon Berhad

No. ofshares

-

%

0.44

%

-

Indirect

Name Direct

No. ofshares

250,000Zecon Berhad

No. ofshares

-

%

0.21

%

-

Indirect


17


Details of any board committee : • Member of Risk Management Committeeto which he belongsOther directorships in public companies : NoneSecurities holdings in the Company : Noneand its subsidiariesRelationship with directors : None Relationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within : Nonethe past 10 years other than traffic offencesNo. of board meetings attended in : 5/5the financial year

Jamil bin JamaludinAge : 49Nationality : MalaysianQualification : • Advanced Diploma in Accountancy from Universiti Teknologi MARA. • Member of the Malaysian Institute of Accountant.Position held : Executive DirectorWorking experience & occupation : Jamil was appointed to the Board of Directors of the Company on 08 May

2001. He was the Senior Manager with Land Custody and Development Authority, Sarawak. Prior to this, he has worked in Jabatan Audit Negara, Sarawak Economic Development Corporation and Hamden & Kiu dan Rakan-Rakan as an Accountant.

Details of any board committee to • Member of Risk Management Committeewhich he belongsOther directorships in public companies : NoneSecurities holdings in the Company : Noneand its subsidiariesRelationship with directors : None Relationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within : Nonethe past 10 years other than traffic offencesNo. of board meetings attended in : 4/5the financial year

Haji Saini bin Haji AliAge : 48Nationality : MalaysianQualification : • Bachelor of Science in Civil Engineering, Loughborough University of

Technology, England in 1984. • Master in Business Administration (with distinction) from the Warwick

University, England in 1998..Position held : Executive DirectorWorking experience & occupation : Haji Saini was appointed to the Board of Directors of the Company on

01 June 2008. He began his career as a Civil Engineer with the Sarawak Housing and Development Commission (“SHDC”) in 1983, supervising various government housing projects. Saini held several senior positions in SHDC and was made the acting Chief Executive Officer prior to his retirement from SHDC in 2002. Subsequently, he joined Zecon Berhad (“Zecon”) as a General Manager in 2003.

In recognition of his service, Encik Saini was awarded the Ahli Mangku Negara (AMN) by the Federal Government in 1996. In the same year, he also received the Pingat Perkhidmatan Bakti (PPB) from the State Government.

Details of any board committee to Member of Risk Management Committeewhich he belongsOther directorships in public companies : NoneSecurities holdings in the Company : Noneand its subsidiaries


18


Relationship with directors : None Relationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within : Nonethe past 10 years other than traffic offences No. of board meetings attended in : 5/5the financial year

Ir. Ng weng FattAge : 49Nationality : MalaysianQualification : • Graduated as a Civil/Sructural Engineer from Dublin , Ireland in

1983. • A registered Professional Engineer (Malaysia) and a corporate Member

of the Institution of Engineers, Malaysia since 1990.Position held : Executive DirectorWorking experience & occupation : Ng Weng Fatt was appointed to the Board of Directors of the Company

on 02 March 2009. He has 25 years of consultant and construction experience. He started his career with a local consulting engineers environment mainly involved in designing civil works for highway and bridges in 1984. As a consultant he also supervised the construction of 2 packages of the North South Highway and one Jabatan Kerja Raya Federal Road project in Kuala Lumpur.

In 1995, he joined an established main board construction firm specialised in heavy civil engineering works. He was involved in the construction of and completion of an underground station for the LRT-2 system in Kuala Lumpur. He also coordinated and assisted in the launching of the first Tunnel Boring Machine in KL for the LRT-2 underground system. He later became the deputy head of operation covering a wide scope of work in the construction organisation i.e. projcect development, contract/legal, quality management and risk management. He also oversees the construction of a highway project in India where he is a member of the executive committee for the JV consortium.

Details of any board committee to : Nonewhich he belongsOther directorships in public companies : NoneSecurities holdings in the Company : Noneand its subsidiariesRelationship with directors : None Relationship with substantial shareholders : NoneConflict of interest : NoneList of convictions for offences within : Nonethe past 10 years other than traffic offencesNo. of board meetings attended in : 3/3 the financial year

19

Corporate Governance

Corporate Governance Statement 20

Statement of Directors’ Responsibility 23

Statement on Internal Control 24

Audit Committee Report 25

Additional Compliance Information 28

19


20

The Board of Directors of Zecon Berhad (“Board”) recognises the importance of good corporate governance as crucial to maintain the continued growth and success of the Group. As such the Board is committed in ensuring that Corporate Governance is observed and practised by the Company with the ultimate objective of maximising shareholder and stakeholder value. The Board is pleased to demonstrate as below on how the Company has applied the principles as set out in the Malaysian Code on Corporate Governance (“Code”).

1. THE BOARD OF DIRECTORS

a) CompositionoftheBoard

The Board comprises of Thirteen (13) members, of which seven (7) are Executive Directors and six (6) Non-Executive Directors who are also the Independent Directors. The profiles of the Directors are set out on page 12 to 18 of the Annual Report.

There is a clear division of duties between the Chairman and the Group Managing Director/Chief Executive Officer. The Chairman is mainly responsible for the orderly conduct and running of the Board while the Group Managing Director/Chief Executive Officer is overseeing the day-to-day operations of the Group and implementation of Board Policies and decisions with the support of Deputy Managing Director and the Executive Directors. The Independent Non-Executive Directors play an important role in providing independent advice, judgement, ensuring an impartial Board decision making process as well as safeguarding the interests of other parties such as the minority shareholders.

The Independent Non-Executive Directors are independent of management and free of any relationship which could materially interfere with the exercise of their independent judgement. No individual or group of individuals dominates the Board’s decision making. The wide mix of professional skills, management experience, financial and public service background of the Board members have resulted in an effective Board accordingly. A Senior Independent Director, Datu Dr. Hatta bin Solhi has been identified as the one to whom concerns may be conveyed.

b) AppointmentandRe-election

The identification and appointment of new Directors undergo a process led by the Remuneration & Nomination Committee (“RNC”). Thereafter upon approval by the Board, the Company provides an induction programme for the new Directors to allow them to understand the business and ultimately to enable them to contribute effectively at Board meetings. The Board will ensure that all newly appointed Directors to undergo the Mandatory Accreditation Programme as required under the Main Market Listing Requirements (“MLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) within four (4) months after their appointments.

In accordance with the LR and the Articles of Association of the Company, all Directors seek re-election at least once every three years. The newly appointed Directors shall hold office only until the next Annual General Meeting and shall be eligible for re-election.

c) BoardMeetings

The Board Meetings are held at quarterly interval with additional meetings held as and when necessary. For the current financial year ended 31 December 2009 (“FY under review”), the Board had met five (5) times. All Directors had complied with the minimum 50% of attendance requirement in respect of Board Meeting as stipulated in the MLR.

The attendance record of each Director for the FY under review is as follows:-

Name of Director Attendance % of Attendance

1. Datu Dr. Hatta bin Solhi 5/5 100 2. Datuk Haji Yusof @ Josree bin Haji Yacob 5/5 100 3. Datuk Haji Zainal Abidin bin Haji Ahmad 3/5 60 4. Poh Lik Gan @ Poh Lik Thong 5/5 100 5. Dato’ Haji Hamzah bin Haji Ghazalli 5/5 100 6. Richard Kiew Jiat Fong 5/5 100 7. Dato’ Abdul Majit bin Ahmad Khan 3/5 60 8. Haji Zainurin bin Haji Ahmad 5/5 100 9. Hui Kok Yuan 3/5 60 10. Haji Abg Azahari bin Abg Osman 5/5 100 11. Jamil bin Jamaludin 4/5 80 12. Haji Saini bin Haji Ali 5/5 100 13. Ng Weng Fatt (Appointed on 02 March 2009) 3/3 100

Corporate Governance Statement

21


d) Directors’Training

All Directors have attended the Mandatory Accreditation Program in accordance with the MLR.

During the FY under review, the type of training attended by the Directors were as follows:-

i) Latest Emerging Issues for Public Companies; ii) Reassessing Risk in the Wake of Market Turmoil; iii) National Tax Conference 2009; and

The Directors will continue to undergo other relevant training programmes in order to equip themselves in the corporate regulatory developments as well as current developments of the industry.

e) Supplyofinformation

The Secretaries will ensure that notices, agendas and board papers of each meeting are distributed to the directors in a timely manner prior to Board Meetings and on an ongoing basis to enable the Directors to peruse, consider, obtain additional information and seek further clarification when necessary. There is a list of matters, which are reserved specifically for Board’s consideration and these include strategic plans and budgets for the Group, and business development issues. Material acquisitions and disposals of assets, and potential investments by the Group are also considered extensively at Board level.

Senior Management Officers may be invited to attend Board Meetings or Committee Meetings when necessary to furnish the Board with explanations and clarifications on the matters tabled at the meetings.

All Directors have full access to the advice and services of the Company Secretary and Senior Management. The Directors may obtain independent professional advice in the furtherance of their duties at the Company’s expense, if necessary.

The Directors will be updated by the Company Secretary on new statutory requirements relating to their duties and responsibilities. The Board will ensure that the Company Secretary attend all Board Meetings.

f) Directors’Remuneration

The Company recognises the need to ensure that remuneration of Directors are appreciable and reflective of the responsibility and commitment that goes with Board membership. The Company has therefore adopted a remuneration structure that attempts to retain and attract the right Executive Directors needed to run the Company successfully. The remuneration of the Executive Directors is reviewed annually by the RNC and recommended for Board’s approval. The Executive Directors play no part in determining their own remuneration package.

In the case of Non-Executive Directors, their remuneration package is decided by the Board as a whole, individual Director do not participate in the discussion and decision of their own remuneration. The Company has provided an appropriate remuneration which reflects the experience and level of responsibilities undertaken by each Non-Executive Director.

Contrary to the best practice as outlined in the Code, the Board does not wish to disclose the details of remuneration of each Directors, however in line with the MLR, the aggregate remuneration of the Directors are disclosed on page 61 of the Directors’ Report to the Financial Statements.

2. BOARD COMMITTEES

The Board delegates specific duties and responsibilities to the respective Committees of the Board namely, Audit Committee, Remuneration & Nomination Committee and Risk Management Committee in order to augment the business and corporate efficiency.

The Chairman of the relevant Board Committee will report to the Board on the key issues deliberated by the Board Committee at its Board Meeting and the minutes of the Audit Committee will also be presented to the Board for information.

i) Audit Committee

The primary aims on the establishment of the Audit Committee (“AC”) are to assist the Board in fulfilling its responsibilities relating to accounting and reporting practices of the Group and to monitor the work of the Internal Audit Function. Further details on the AC are set out in the AC Report on pages 25 to 27 of this Annual Report.


22

ii) Remuneration & Nomination Committee (“RNC”)

The RNC which was set up on 24 May 2001 comprising of three (3) members, all of the members are Independent Non-Executive Directors. The RNC has been delegated with the following duties and responsibilities:-

• Recommend candidates for appointment to the Board and Board Committees and recommend to the Board for decision and approval;

• Determine the remuneration packages of the Executive Directors and to ensure that their remuneration commensurate with their experience and performance;

• Review the composition of the Board and experiences and mix of skills of the directors and also to ensure that there is balance between executive, non-executive, and independent directors;

• Assess annually the effectiveness of the Board as a whole; and • Evaluate the terms and conditions of the service contract of the Executive Directors, and recommend to the

Board for approval on the extension of service contract of the Executive Directors, if necessary.

The RNC meets as and when need arises. iii) Risk Management Committee (“RMC” or “the Committee”)

The RMC was set up on 24 May 2003. The members comprising of Deputy Managing Director as Chairman, three (3) Executive Directors and two (2) Heads of Division. The RMC reports its activities and findings to the AC who in turn submit its comments on the findings to the Board. The Committee is delegated with the following specific tasks:-

i) Establish and maintain the risk management framework within the Group; ii) Assess and evaluate the risk management process on a periodic basis; iii) Set the risk appetite of the Group; and iv) Monitor and implement action plans to mitigate high risk areas within the Group The RMC also design the Project Management’s Risks checklists which are used by subsidiary companies for the implementation

of major projects. The General Manager of Internal Audit is the Secretary of the Committee and also the Administrator of the risk management software, RMSolution which are used to capture all the risk component, risk details, risk assessment, gross risk, net risk, management action plans, etc.

3. SHAREHOLDER AND INVESTOR RELATIONS

The Company maintains a regular policy of disseminating information that is material for shareholders attention. In line with the regulatory requirements, various announcements, including quarterly financial results were made during the year via the Bursa link, thus provide the shareholders and the investing public with an overview of the Group’s performance and operations.

The Company has established a website (www.zecon.com.my) which shareholders and members of the public can access to the corporate information and updates relating to the Company and for channelling their queries.

At the Annual General Meeting, the Directors welcome the opportunity to gather the views of shareholders. Notices of each general meeting are issued in a timely manner to all shareholders, and in the case of special businesses, a statement explaining the effect of the proposed resolutions is provided. All Directors are available to respond to questions from shareholders during the meeting. The external auditors are also present to provide professional and independent clarifications on issues and concerns raised by the shareholders.

Our Corporate Division Personnel will provide ongoing updates on the significant developments or activities of the Group with research/financial analysts, investors and institutional shareholders. The same presentation will also be made available to the media to capture a wider readership. However, discretion was exercised during these sessions to ensure sensitive information is not disclosed before the required announcement was released to Bursa Securities.

4. ACCOUNTABILITY AND AUDIT

In an attempt to produce a balanced and understandable assessment of the Company’s position and prospects, particularly in the financial reports, the Directors have implemented a quality control procedure to ensure that all financial reports have been prepared based on acceptable accounting standards and policies. These financial reports also undergo a review process by the AC prior to approval by the Board.

The Board understands that in order to strengthen the accountability aspect of financial reporting, the Company needs to maintain a sound system of internal control to safeguard shareholders’ investment and the Company’s assets. Hence the Company has developed a comprehensive system of internal control comprising of clear structures and accountabilities, well-understood policies and procedures and budgeting and review process.


23

The effectiveness of the system of internal control is then scrutinised by an Internal Auditor, who operates independently from the activities of the Company, under the purview of the AC. Details of the internal audit activities carried out during the year are outlined on page 25 of the AC report.

The Board also maintains an appropriate relationship with the Company’s external auditors, through formal and transparent arrangement with the Audit Committee. These arrangements are stated on page 26 of the Audit Committee report.

5. COMPLIANCESTATEMENT The Board is satisfied that for the FY under review, the Group has complied with the best practices of as set out in the code.

This Corporate Governance Statement is made in accordance with the resolution of the Board of Directors’ Meeting held on 26 April 2010.


Stament of Director’s Responsibilityin Respect of the Financial Statements

The Companies Act, 1965 requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the state of the affairs of the Group and the Company at the end of the financial year, and of the profit and cash flows of the Group and the Company for the financial year.

In preparing the financial statements, the Directors are also responsible for the adoption of suitable accounting policies and their consistent use in the financial statements, supported where necessary by reasonable and prudent judgements.

The Directors hereby confirm that suitable accounting policies have been consistently applied in respect of preparation of the financial statements. The Directors also confirm that the Company maintains adequate accounting records and sufficient internal controls to safeguard the assets of the Group and the Company, and to prevent and detect fraud and other irregularities. These are described more fully on page 22 of the Corporate Governance Statement.

This Directors’ Responsibility Statement is made in accordance with resolution of the Board of Directors dated 26 April 2010.


24

INTRODUCTION

This statement on internal control is made pursuant to paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) with regard to the Group’s compliance with the principles and best practices for internal controls as provided in the Malaysian Code on Corporate Governance.

RESPONSIBILITY

The Board of Directors acknowledged its responsibility for maintaining a sound system of internal controls to safeguard shareholders’ investment and the Group’s assets and for reviewing the adequacy and integrity of the system. However, it should be noted that the system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable but not absolute assurance against material misstatement or loss.

RISK MANAGEMENT

The Risk Management Framework established in May 2003, provides a structure approach in identifying, assessing and managing the key risks faced by the Group. During the year, the Group has reviewed and updated the risk assessment, which covered the full spectrum of the Group’s operations. This involved reviewing and identifying the key risk exposures of the Group and providing an assessment on the risk identified, the strength of internal controls and/or action plans that mitigate and manage the risks and the residual tasks. The risk assessment is subjected to periodic review and updates.

KEY PROCESS OF INTERNAL CONTROLS

The key processes of internal controls of the Group can be summarized as follow:

Internal Review and Audit: The system of internal controls is continually reviewed and updated. Apart from internal review on the Group’s policies and procedures, the Audit Division conducts periodic internal audits and evaluate the effectiveness of the system of internal controls within the Group. The Internal Auditor provides the Audit Committee with independent and objectives reports on the state of internal controls and risk management, the extent of compliance with policies and procedures, his recommendation and the management response thereof. The Audit Committee considers the report from internal audit and from management and presents their conclusion to the Board.

Financial Policies and Procedure Manual: The Group has a clear structure whereby the responsibilities and scopes of authorities are defined. This is clearly documented in the internal policies and operation procedure as set out in the Financial Policies and Procedure Manual. This manual is reviewed and updated by the management regularly. The Group has also put in place policies and procedure on tender and contracts and approved by the Board to be implemented effective 24 February 2009.

Financial Reporting: Quarterly reports and annual financial statements are reviewed and approved by the Audit Committee before being recommended to the Board for approval. Performance evaluation including the comparison of actual results against estimates is carried out by the management and presented to the Board. The Board approves the quarterly reports and the annual financial statements before announcement to Bursa Securities.

Operational Risk: The risks inherent in the construction activities are mainly related to market condition, procurement and tendering, execution of construction works and completion of project within the contract period. The Group Risk Management framework and risk management sub-committee at project and subsidiary level being set up with a common objective to identify, evaluate, control, mitigate and minimize risks. Construction schedules, cost of projects and quality are controlled through monthly project meeting and progress reports to the senior management.

ISO 9001:2008: Regular audit to ensure compliance with all requirement of ISO 9001:2008. The ISO certification serves as a quality assurance approach where customers are assured of continuous delivery of the highest quality of products and services provided by the Group.

Related Party Transaction: The Group have in place adequate procedures and processes to monitor, tract and identify related party transactions in a timely and orderly manner and such procedures and processes are review on a yearly basis or whenever the need arises.

BOARD’S CONCLUSION

The Board of Directors is pleased to disclose that the system of internal controls and risk management process are appropriate to the Group’s operations and there are no material losses incurred during the financial year as a result of any weaknesses in internal control. Nevertheless, the process in identifying, evaluating and managing the significant risks faced by the Group will be ongoing to meet any changing needs.

Statement on Internal Control

25

The Audit Committee of Zecon Berhad is pleased to present its Audit Committee (“AC” or “Committee”) Report (“Report”) for the year ended 31 December 2009. The Board has approved this Report via circular resolution dated 26 April 2010.

1. Composition and Meeting Attendance

In line with the Corporate Governance Code, all members of the AC are independent and Non-Executive Directors. Mr. Richard Kiew Jiat Fong besides being a Member of the Malaysian Institute of accountant is also a Fellow Member of:-

i. The Institute of Chartered Accountants in England and Wales; ii. The Association of Chartered Certified Accountants, United kingdom; and iii. The Institute of Certified Public Accountants of Singapore.

In this respect, Zecon Berhad is in compliance with paragraph 15.09(1) of the Listing Requirement.

On 12 November 2009, Dato’ Dr. Mohd Yahya Bin Nordin resigned as member of the Audit Committee.

During the year, the AC held five (5) meetings. Committee members’ attendances at the meetings are as follows:-

2. Activities during the year

In line with the terms of reference of the Committee, the following activities were carried out:- (i) External Audit ‹ Review the scope of work and audit plan for the year. ‹ Review the results of the audit, the audited financial statements and the management letter. ‹ Attending to concerns raised by the auditor without the presence of the Executive Director ‹ Recommend for the Board’s consideration the appointment of external auditors and the

audit fees

(ii) Internal Audit ‹ Review and approve the scope of work and audit plans for the year ‹ Review the internal audit reports and discussed on the management’s action taken to

improve the system of internal control and any outstanding matters. (iii) Financial Statements ‹ Review the quarterly unaudited financial results, year end audited financial statements and

recommend to the Board for consideration and approval.

(iv) Related party transaction ‹ Review the related party transactions entered into by Zecon Group of Companies.

(v) Risk Management ‹ Monitor the progress of risk management framework of Zecon Group of Companies.

3. Activities of the Internal Audit Division

The Internal Audit Division was established on 1 April 2002 and it reports directly to the Audit Committee.

For the year 2009, the activities of the internal audit are as follows:-

(i) Preparation of Audit Planning Memorandum and the Internal Audit Plan for the year. (ii) Secretary to Risk Management Committee of Zecon Berhad and also Zecon Water Corporation Sdn Bhd. (iii) Secretary to AC. (iv) Conduct internal audit assignments as per Internal Audit Plan and special audit assignments on an ad-hoc basis based on

the requests of the Senior Management. (v) The General Manager for Internal Audit is also the Quality Management Representative (QMR) responsible in managing

the Quality Management System (ISO). (vi) Preparation of AC Report and Statement of Internal Controls for the Company’s Annual Report 2009.

Report of Audit Committee

Committee Members Designation Meetings Attendance Year 2009 Total

Feb. 23 Apr. 23 May 25 Aug. 12 Nov. 24

Poh Lik Gan

Datu Dr. Hatta Bin Solhi

Dato’ Dr. Mohd Yahya Bin Nordin(Resigned on 12 November 2009)

Mr. Richard Kiew Jiat Fong

ChairmanIndependent Director

Independent Director



√

√

Absent

√

√

√

√

√

√

√

√

√

√

√

-

√

5/5

5/5

3/4

5/5

√

√

√

√


26

4. Terms of Reference

(i) Composition

a. The Committee shall be appointed by the Board and shall consist of not less than three (3) members;

b. All the AC members must be non-executive directors and with a majority of them being independent directors;

c. An alternate Director shall not be appointed as a member of the Committee;

d. At least one member of the AC must be a member of the Malaysian Institute of Accountant; or if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and:-

i. he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967; or

ii. he must be a member of one (1) of the Associations of Accountants specified in Part II of the 1st Schedule of the Accountants Act 1967.

e. The members of the Committee shall elect a Chairman from amongst their number who shall be an independent Director.

f. If the number of members of the Committee is reduced below three (3), the Board shall within three (3) months appoint such number of new members as may be required to make up the minimum of three (3) members.

(ii) Authority

The Committee shall, in accordance with a procedure to be determined by the Board and at the cost of the Company:-

a. have the authority to investigate any matter within its terms of reference;

b. have the resources which are required to perform its duties;

c. have full and unrestricted access to any information pertaining to the Company;

d. have direct communication channels with both the external and internal auditors;

e. be able to obtain independent professional opinion or other advice; and

f. be able to convene meetings with the external auditors, excluding the attendance of the executive members of the Board, whenever deemed necessary.

(iii) Duties

The duties and scope of the Committee shall be to review the following and report the same to the Board;- a. with the external auditors: (i) the scope of their audit plan; (ii) their evaluation of the system of internal control; (iii) the audit reports on the financial statements; (iv) the assistance given by the Company’s employees to the external auditor; (v) any letter of resignation from the external auditors; and (vi) nomination of the external auditors and the determination of audit fees.

b. the effectiveness of the internal control systems including the internal audit programmes, process, results of internal audit programmes, processes or investigation undertaken and whether or not appropriate actions have been taken on recommendations of internal audit functions.

c. the quarterly results and year end financial statements of the Company and the Group, prior to submission to the Board for approval, focusing particularly on:-

(i) changes in or implementation of accounting policy; (ii) significant and unusual event; and (iii) compliance with accounting standards and other legal requirements.

d. any related party transactions and conflict of interest situation that may arise within the Company or Group.

e. verify the allocation of options to employees under the relevant criteria decided by the Option Committee.

f. any other functions as may be agreed by the Committee and the Board or as may be required or empowered by statutory legislation or guidelines issued by the relevant governing authorities.


27

Where the Committee is of the view that any matter reported to the Board has not been satisfactorily resolved resulting in breach of the Main Market, Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) Listing Requirements, the Committee must promptly report such matter to Bursa Securities.

The Committee members’ term of office and performance are subject to review by the Board every three (3) years to determine whether the Committee has carried out their duties in accordance with the Terms of Reference.

(iv) Frequency and Attendance

The Committee shall hold at least four (4) regular meetings a year and such additional meetings as the Chairman shall decide in order to fulfill its duties. The Committee at its discretion, may invite any person to its AC meeting.

A quorum for the Committee shall be two (2) members and majority of members present must be independent directors.

The General Manager for Internal Audit shall be the Secretary to the AC.

The Chairman shall table any material issues raised in the AC meeting at the subsequent Board Meeting of the Company.


This part has intentionally left blank.


28

1. Share Buy-backs The Company did not enter into any share buy-back transaction during the financial year 2009.

2. Options, Warrants or Convertible Securities There were no options, warrants or convertible securities issued during the financial year 2009.

3. American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) Programme The Company did not sponsor any ADR or GDR programme during the financial year 2009.

4. Imposition of Sanctions or Penalties There were no material sanctions or penalties imposed by the relevant regulatory bodies on the Company or its subsidiaries,

directors or management during the financial year 2009.

5. Non-Audit Fees The was no non-audit fees paid by the Company to the External Auditors, Messrs. Ernst & Young for the financial year ended

31 December 2009.

6. Variation in results There was no variance of 10% or more between the unaudited results announced and the audited results for the financial year

ended 31 December 2009.

7. Profit Guarantee There were no transactions that require profit guarantee during the financial year ended 31 December 2009.

8. Material Contracts There were no material contracts of the Company and its subsidiaries involving directors and substantial shareholders either

still subsisting at the end of the financial year 2009 or entered into since the end of previous financial year.

9. Revaluation Policy on Landed Properties There was no revaluation carried out on the landed properties of the Company and its subsidiaries during the financial year

2009.

10. Recurrent Related Party Transactions of a Revenue or Trading Nature (“RRPT”) The Company had on 18th June 2009 obtained a Mandate from its shareholders to carry out the Recurrent Related Party

Transactions of a revenue or trading nature.

For the financial year ended 31 December 2009, the Company and its subsidiaries had entered into the following RRPT:-

Provider Nature of Transaction Recipient Amount % Name of Connected Person (RM)

1. Perunding KAZ Engineering Zecon Dredging 651,875 0.350 Datuk Hj Zainal Abidin Sdn Bhd consultancy Sdn Bhd bin Hj Ahmad

2. SCIB Concrete Contract of Zecon Land 314,083 0.169 Datuk Hj Zainal Abidin Manaufacturing piling works Sdn Bhd Bin Hj Ahmad Sdn Bhd 3. SCIB Concrete Purchase of Zecon Dredging 57,090 0.031 Datuk Hj Zainal Abidin Manaufacturing Culvert Sdn Bhd Bin Hj Ahmad Sdn Bhd 4. Mary Bolhassan, Legal and Zecon Land 12,120 0.007 Datuk Hj Zainal Abidin Noreda Ahmad professional Sdn Bhd Bin Hj Ahmad & & Co services Hj Zainurin bin Hj Ahmad 5. Al-Quds Travel Travel agency Zecon 1,946 0.001 Datuk Hj Zainal Abidin (Sarawak) Sdn Bhd services Berhad Bin Hj Ahmad & Hj Zainurin bin Hj Ahmad

Total 1,037,114 0.558

Note : Net Assets of Zecon Group as at 31 December 2009 is RM186,218,569.

Additional Compliance Information

29

Directors’ Report 30

Statement by Directors and Statutory Declaration 35

Report of the Auditors 36

Income Statements 37

Balance Sheets 38

Consolidated Statement of Changes in Equity 39

Company Statement of Changes in Equity 41

Consolidated Cash Flow Statement 42

Company Cash Flow Statement 44

Notes to the Financial Statements 46

Directors’ Report & AuditedFinancial Statements

30

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2009.

Principal activities

The principal activities of the Company are foundation engineering, civil engineering and building contracting works and their related activities.

The principal activities of the subsidiaries are set out in Note 16 to the financial statements.

There have been no significant changes in the nature of the principal activities of the Group and of the Company during the financial year.

Results Group Company RM RM

Profit/(loss) for the year 5,998,718 (9,273,725) ========== ==========Attributable to:Equity holders of the Company 5,546,830 (9,273,725)Minority interests 451,888 - –––––––––––– –––––––––––– 5,998,718 (9,273,725) ========== ==========

There were no material transfers to or from reserves or provisions during the financial year other than those 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.

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:

Datu Dr. Hatta Bin Solhi Datuk Hj. Yusof @ Josree Bin Hj. YacobDatuk Hj. Zainal Abidin Bin Hj. Ahmad Poh Lik Gan @ Poh Li Thong Dato’ Dr. Mohd. Yahya Bin Nordi (Resigned on 12 November 2009)Dato’ Hj. Hamzah Bin Hj. Ghazalli Dato’ Abdul Majit Bin Ahmad Khan Hj. Zainurin Bin Hj. Ahmad Hui Kok Yuan Hj. Abg. Azahari Bin Abg. Osman Jamil Bin JamaludinRichard Kiew Jiat Fong Hj. Saini Bin Hj. Ali Ng Weng Fatt

Directors’ benefits

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than those arising from the share options granted under the Employees’ Share Option Scheme.

Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 9 to the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with 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 36 to the financial statements.

Directors’ Report

Zecon BeRhAD annual report 2009

31

Directors’ ReportRemuneration and Nomination Committee

The Remuneration and Nomination Committee carries out the annual review of the Group’s remuneration policy in general, and determines the remuneration packages of Executive Directors of the Company. The Remuneration and Nomination Committee proposes, subject to the approval of the Board of Directors of the Company, the remuneration to be paid to each Director for his services as a Member of the Board as well as committees of the Board.

The members of the Remuneration and Nomination Committee comprising the independent Non-Executive Directors of the Company who have served since the date of the last report are:

Datu Dr. Hatta Bin Solhi ChairmanPoh Lik Gan @ Poh Li ThongDato’ Dr. Mohd. Yahya Bin Nordin (Resigned on 12 November 2009)Dato’ Hj. Hamzah Bin Hj. Ghazalli (Appointed on 23 February 2010)

Directors’ interests

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

Number of Ordinary Shares of RM1 Each Exercise At of At 1.1.2009 Acquired Options Sold 31.12.2009

The Company

Direct interest

Datu Dr. Hatta Bin Solhi 20,000 - - - 20,000 Datuk Hj. Zainal Abidin Bin Hj. Ahmad 3,655,200 - - - 3,655,200 Poh Lik Gan @ Poh Li Thong 40,000 - - - 40,000 Hj. Zainurin Bin Hj. Ahmad 525,000 - - - 525,000 Hui Kok Yuan 250,000 - - - 250,000 Richard Kiew Jiat Fong 63,000 - - - 63,000 The Company

Indirect interest

Datuk Hj. Zainal Abidin Bin Hj. Ahmad 65,689,475 - - - 65,689,475

Number of Ordinary Shares of RM1 Each Exercise At of At 1.1.2009 Acquired Options Sold 31.12.2009

Dawla Capital Sdn. Bhd.

Datuk Hj. Zainal Abidin Bin Hj. Ahmad - direct interest 250,000 - - - 250,000

32

Directors’ interests (contd.)

Related company Number of Ordinary Shares of RM1 Each Exercise At of At 1.1.2009 Acquired Options Sold 31.12.2009

Halifax Capital Berhad

Datuk Hj. Zainal Abidin Bin Hj. Ahmad - direct interest 2,515,200 - - - 2,515,200

Number of Ordinary Shares of RM1 Each At 1.1.2009 and 31.12.2009Teknik PS Sdn. Bhd.

Datuk Hj. Zainal Abidin Bin Hj. Ahmad - direct interest 34,000

Zecon Construction Sdn. Bhd.

Datuk Hj. Zainal Abidin Bin Hj. Ahmad - direct interest 49

Sarmax Sdn. Bhd.

Datuk Hj. Zainal Abidin Bin Hj. Ahmad - direct interest 30,000

Number of Options over Ordinary Shares of RM1 Each Exercise Price At At RM 1.1.2009 Granted Exercised 31.12.2009The Company

Datuk Hj. Zainal Abidin Bin Hj. Ahmad 1.16 550,000 - - 550,000 Hj. Zainurin Bin Hj. Ahmad 1.16 395,300 - - 395,300 Hui Kok Yuan 1.16 262,500 - - 262,500 Hj. Abg. Azahari Bin Abg. Osman 1.16 175,000 - - 175,000 Jamil Bin Jamaludin 1.16 140,000 - - 140,000

There were no other movements in shares and options of the Company or its related corporations during the financial year other than as disclosed.

Datuk Hj. Zainal Abidin Bin Hj. Ahmad, by virtue of his interest in the Company, is also deemed interested in shares of all the Company’s subsidiaries to the extent the Company has an interest.

None of the other directors in office at the end of the financial year had an interest in shares and options in the Company or its related corporations during the financial year.

Directors’ Report


33

Directors’ ReportEmployees’ share option scheme

The Zecon Berhad Employees’ Share Options Scheme (“ESOS”) is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on 15 February 2005. The ESOS was implemented on 22 March 2005 and is to be in force for a period of 5 years from the date of implementation.

The salient features and other terms of the ESOS are as follows:

(a) The number of new ordinary shares to be offered under the ESOS shall be subject to a maximum of 15% of the issued and paid-up share capital of the Company at any time during the existence of the ESOS.

(b) Any employee, including the Executive Directors of the Zecon Berhad group, shall be eligible to participate in the ESOS if:

(i) the employee has been confirmed in service as a full time Executive Director or employee on the date of offer; and

(ii) where the employee is not a Malaysian citizen, he must be serving the Group on a full time basis or where he is serving under an employment contract, the contract should be for a duration of at least three years; and

(c) No option shall be granted for less than 100 shares.

(d) The price payable upon exercise of the options under the ESOS shall be at a discount of not more than 10% from the five market days’ weighted average market price of the Company’s shares immediately preceding the date of offer or at the par value of the shares, whichever is higher.

On 16 October 2007, a total of additional 8,684,800 new ordinary shares of RM1.00 each were issued and granted listing and quotation.

On 21 March 2010, the ESOS has lapsed.

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 value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

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

(i) the amount written off for bad debts or the amount of the 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 the current assets in the financial statements of the Group and of the Company misleading.

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

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

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

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

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.

(f ) In the opinion of the directors:

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

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

34

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 26 April 2010.

Datu Dr. Hatta Bin Solhi Hj. Zainurin Bin Hj. Ahmad

Directors’ Report


35

We, Datu Dr. Hatta Bin Solhi and Hj. Zainurin Bin Hj. Ahmad, being two of the directors of Zecon Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 37 to 94 are drawn up in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2009 and of the results and the 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 26 April 2010.

Datu Dr. Hatta Bin Solhi Hj. Zainurin Bin Hj. Ahmad

I, Jamil Bin Jamaludin, being the Director primarily responsible for the financial management of Zecon Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 37 to 94 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 Jamil Bin Jamaludinat Kuching in the State of Sarawak on 26 April 2010. Jamil Bin Jamaludin

Before me,

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

Statutory Declaration pursuant to Section 169(16) of the Companies Act, 1965

36

Report on the financial statements

We have audited the financial statements of Zecon Berhad, which comprise the balance sheets as at 31 December 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 37 to 94.

Directors’ responsibility for the financial statements

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

Auditors’ responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2009 and of their financial performance and cash flows for the year then ended.

Report on other legal and regulatory requirements

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

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries have been properly kept in accordance with the provisions of the Act.

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are in Note 16 to the financial statements, being financial statements that have been included in the consolidated 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 YONG VOON KARAF: 0039 1769/04/12 (J/PH)Chartered Accountants Chartered Accountant

Kuching, MalaysiaDate: 26 April 2010

Independent Auditors’ Report to the Members of Zecon Berhad (Incorporated in Malaysia)


37

Income Statementsfor the year ended 31 December 2009

Group Company Note 2009 2008 2009 2008 RM RM RM RM

Revenue 3 142,569,464 157,172,769 129,575,957 124,126,108

Cost of sales 4 (117,613,973) (129,073,632) (119,189,397) (114,902,880) –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––Gross profit 24,955,491 28,099,137 10,386,560 9,223,228

Other income 5 30,039,085 12,634,280 1,242,910 8,512,759Administrative expenses (15,172,889) (10,465,821) (11,046,093) (8,430,255)Other expenses (15,346,974) (15,879,439) (6,518,535) (12,562,403) –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––Operating profit/(loss) 24,474,713 14,388,157 (5,935,158) (3,256,671) Finance costs 6 (19,559,839) (13,295,070) (9,086,927) (7,969,637) Share of (losses)/profit of associates (104,806) 250,374 - - –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––Profit/(loss) before taxation 7 4,810,068 1,343,461 (15,022,085) (11,226,308)

Income tax expense 10 1,188,650 (332,778) 5,748,360 1,689,575 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––Profit/(loss) for the year 5,998,718 1,010,683 (9,273,725) (9,536,733) ============ ============ ============ ============

Attributable to:Equity holders of the Company 5,546,830 1,009,674 (9,273,725) (9,536,733) Minority interests 451,888 1,009 - - –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 5,998,718 1,010,683 (9,273,725) (9,536,733) ============ ============ ============ ============

Earnings per share (sen): Basic, for profit for the year 11 4.93 0.92 ===== =====

Diluted, for profit for the year 11 4.93 0.92 ===== =====

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

38

Group Company Note 2009 2008 2009 2008 RM RM RM RM (restated) (restated)ASSETS

Non-current assetsProperty, plant and equipment 12 36,210,464 39,050,096 22,842,337 24,723,459Prepaid land lease payments 13 6,229,030 1,195,873 6,229,030 1,195,873Land held for development 14(a) 126,311,486 126,311,486 - - Intangible assets 15 14,623,131 14,838,586 - - Investment in subsidiaries 16 - - 55,694,905 55,544,905Investment in associates 17 674,506 779,312 175,000 175,000Investment in jointly controlled entity 18 4,861,201 4,861,201 1 1Other investments 19 5,216,743 5,216,743 5,216,743 5,216,743Deferred tax assets 29 18,733,721 13,024,190 5,742,775 - –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 212,860,282 205,277,487 95,900,791 86,855,981 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––Current assetsDevelopment costs 14(b) 20,643,599 13,967,293 - -Inventories 20 5,965,177 5,586,939 2,970,000 3,482,000Amount due from customers for contract work 21 36,361,581 45,245,011 7,243,943 7,876,897Trade receivables 22 135,966,851 107,434,615 79,985,116 68,654,279Other receivables 23 43,879,752 11,038,445 98,629,700 207,485,772Cash and bank balances 24 56,008,942 89,370,695 36,651,735 43,044,245 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 298,825,902 272,642,998 225,480,494 330,543,193 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––TOTAL ASSETS 511,686,184 477,920,485 321,381,285 417,399,174 ============ ============ ============ ============

EQUITY AND LIABILITIES

Equity attributable to equity holders of the CompanyShare capital 30 119,106,150 119,106,150 119,106,150 119,106,150 Share premium 30 3,558,768 3,558,768 3,558,768 3,558,768Other reserves 31 5,102,092 5,107,215 5,109,686 5,109,686Retained earnings/(accumulated losses) 50,750,619 45,203,789 (28,120,161) (18,846,436) –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 178,517,629 172,975,922 99,654,443 108,928,168

Minority interests 7,814,975 3,656,043 - - –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––Total equity 186,332,604 176,631,965 99,654,443 108,928,168 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

Non-current liabilitiesBorrowings 25 75,813,553 148,108,094 1,128,755 87,015,954 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

Current liabilitiesBorrowings 25 140,270,024 73,830,552 113,882,556 49,496,067 Amount due to customers for contract work 21 13,950,672 16,529,343 8,934,050 4,821,456 Trade payables 27 79,412,046 52,392,826 68,792,454 39,628,250Other payables 28 9,871,545 7,121,937 28,899,027 127,419,279Current tax payable 6,035,740 3,305,768 90,000 90,000 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 249,540,027 153,180,426 220,598,087 221,455,052 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

Total liabilities 325,353,580 301,288,520 221,726,842 308,471,006 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––TOTAL EQUITY AND LIABILITIES 511,686,184 477,920,485 321,381,285 417,399,174 ============ ============ ============ ============


Balance Sheetsas at 31 December 2009


39

Consolidated Statement of Changes in Equityfor the year ended 31 December 2009

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Consolidated Statement of Changes in Equityfor the year ended 31 December 2009


41

Company Statement of Changes in Equityfor the year ended 31 December 2009

Non-Distributable

Share Share Other Accumulated

capital premium reserves losses Total

(Note 30) (Note 30) (Note 31) equity

RM RM RM RM RM

At 1 January 2009 119,106,150 3,558,768 5,109,686 (18,846,436) 108,928,168

Loss for the year, representing total

recognised income and expense

for the year - - - (9,273,725) (9,273,725)

–––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

At 31 December 2009 119,106,150 3,558,768 5,109,686 (28,120,161) 99,654,443

============ ============ ============ ============ ============

At 1 January 2008 119,106,150 3,558,768 5,109,686 (9,309,703) 118,464,901

Loss for the year, representing total

recognised income and expense

for the year - - - (9,536,733) (9,536,733)

–––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

At 31 December 2008 119,106,150 3,558,768 5,109,686 (18,846,436) 108,928,168

============ ============ ============ ============ ============

42

Consolidated Cash Flow Statementfor the year ended 31 December 2009

Note 2009 2008 RM RM (restated)Cash Flows From Operating Activities

Profit before taxation 4,810,068 1,343,461

Adjustments for: Amortisation of toll concession 134,504 176,412 Amortisation of prepaid land lease payments 26,843 26,843 Depreciation of property, plant and equipment 4,228,275 1,278,437 Gain on partial disposal of subsidiaries 16(a) (28,212,005) (673,608) Loss/(gain) on disposal of property, plant and equipment 6,071 (30,999) Impairment in value of investment - 9,292,832 Interest expense 19,559,839 13,295,070 Interest income (467,654) (761,620) Loss on disposal of other investment - 2,329 Loss on disposal of properties 182,000 10,000 (Gain)/loss on foreign exchange rate (5,123) 4,409 Property, plant and equipment written-off 8,016 1,600 Provision for doubtful debts 8,519,734 5,882,687 Provision for stocks obsolescence - 382,399 Share of results of associates 104,806 (250,374) –––––––––––––– –––––––––––––– Operating profit before working capital changes 8,895,374 29,979,878

Increase in development costs (6,676,306) (3,995,891) (Increase)/decrease in inventories (890,238) 900,282 Increase in amount due to customers for contract work 9,630,106 8,437,183 (Increase)/decrease in receivables (69,893,277) 13,106,696 Increase in payables 29,768,828 10,851,648 –––––––––––––– –––––––––––––– Cash (used in)/ generated from operations (29,165,513) 59,279,796

Interest paid (19,559,839) (13,295,070) Interest received 467,654 761,620 Taxation paid (1,790,909) (532,173) –––––––––––––– –––––––––––––– Net cash (used in)/ generated from operating activities (50,048,607) 46,214,173 –––––––––––––– ––––––––––––––


43

Consolidated Cash Flow Statementfor the year ended 31 December 2009

Note 2009 2008 RM RM (restated)Cash Flows From Investing Activities

Purchase of property, plant and equipment (i) (4,731,969) (16,939,145) Prepayment of land lease (5,060,000) -Proceeds from disposal of property, plant and equipment 3,892 31,000Net cash inflow on acquisition of a subsidiary 16(b) - 477Investment in jointly controlled entities - (4,861,200)Proceeds on disposal of other investments - 37,499Proceeds on partial disposal of subsidiaries, net of cash received 16(a) 32,000,000 49,000Proceeds from disposal of properties 330,000 - –––––––––––––– ––––––––––––––Net cash generated from/ (used in) investing activities 22,541,923 (21,682,369) –––––––––––––– ––––––––––––––

Cash Flows From Financing Activities Repayment of term loan (123,520,153) (13,745,521) Repayment of hire purchase payables (1,101,150) (10,192,189)Repayment of bankers’ acceptances and revolving credit facilities (125,000) (11,609,400)Hire purchase financing obtained 483,000 -Proceeds from drawdown of term loan 116,779,876 84,050,000Proceeds from issuance of shares to minority interests - 1,200,000Proceeds from drawdown of bankers’ acceptances and revolving credit facilities 1,964,835 -Decrease/ (increase) in fixed deposits pledged 23,685,035 (62,837,662) –––––––––––––– ––––––––––––––Net cash generated from/ (used in) financing activities 18,166,443 (13,134,772) –––––––––––––– ––––––––––––––

Net (decrease)/ increase in cash and cash equivalents (9,340,241) 11,397,032

Cash and cash equivalents at the beginning of the year 14,509,679 3,112,647 –––––––––––––– ––––––––––––––Cash and cash equivalents at the end of the year 24 5,169,438 14,509,679 ============ ============

(i) During the year, the Group acquired property, plant and equipment by the following means:

2009 2008 RM RM

Cash 4,731,969 16,939,145 Hire purchase and finance lease arrangements - 693,100 –––––––––––––– –––––––––––––– 4,731,969 17,632,245 ============ ============


44

Note 2009 2008 RM RM (restated)Cash Flows From Operating Activities

Loss before taxation (15,022,085) (11,226,308)

Adjustments for: Amortisation of prepaid land lease payment 26,843 26,843 Depreciation of property, plant and equipment 3,891,594 1,053,166 Gain on disposal of property, plant and equipment 6,071 (30,999) Property, plant and equipment written-off 8,016 - Impairment in value of investment in associate - 11,366,128 Interest expense 9,086,927 7,969,637 Interest income (415,294) (571,196) Loss on disposal of other investments - 2,329 Loss on disposal of properties 182,000 10,000 Provision for doubtful debts 3,307,190 1,183,946 ––––––––– –––––––––Operating profit before working capital changes 1,071,262 9,783,546

Decrease in amount due from customers for contract work 5,305,109 26,738,278Decrease/(increase) in receivables 94,218,045 (72,508,803)(Decrease)/increase in payables (69,356,048) 50,734,030 ––––––––– –––––––––Cash generated from operations 31,238,368 14,747,051

Interest paid (9,086,927) (7,969,637)Interest received 415,294 571,196Taxation refunded 5,585 1,293,269 ––––––––– –––––––––Net cash generated from operating activities 22,572,320 8,641,879 ––––––––– –––––––––Cash Flows From Investing Activities

Purchase of property, plant and equipment (2,588,012) (5,519,306) Proceeds from disposal of property, plant and equipment 3,892 31,000Prepayment of land lease (5,060,000) -Additional investment in subsidiaries (150,000) (6,902,757)Proceeds from disposal of other investments - 37,499Proceeds from partial disposal of subsidiaries - 49,000Proceeds from disposal of properties 330,000 830,000 ––––––––– –––––––––Net cash used in investing activities (7,464,120) (11,474,564) ––––––––– –––––––––

Company Cash Flow Statementfor the year ended 31 December 2009


45

Company Cash Flow Statementfor the year ended 31 December 2009 Note 2009 2008 RM RM (restated)Cash Flows From Financing Activities

Repayment of term loan (63,520,153) (13,745,521) Repayment of hire purchase payables (598,956) (9,748,616)Repayment from bankers’ acceptances and revolving credit facilities (125,000) (11,609,400)Proceeds from drawdown of term loan 43,079,876 70,000,000Increase in fixed deposits pledged - (26,714,378) –––––––––––––– ––––––––––––––Net cash (used in)/ generated from financing activities (21,164,233) 8,182,085 –––––––––––––– ––––––––––––––

Net (decrease)/ increase in cash and cash equivalents (6,056,033) 5,349,400

Cash and cash equivalents at the beginning of the year 4,672,637 (676,763) –––––––––––––– ––––––––––––––Cash and cash equivalents at the end of the year 24 (1,383,396) 4,672,637 ============ ============


46

1. Corporate Information

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Second Board of Bursa Malaysia Securities. The registered office is located at 8th Floor, Menara Zecon, No. 92, Lot 393, Section 5, KTLD, Jalan Satok, 93400 Kuching, Sarawak.

The principal activities of the Company are foundation engineering, civil engineering and building contracting works and their related activities. The principal activities of the subsidiaries are disclosed in Note 16 to the financial statements. There have been no significant changes in the nature of the principal activities of the Group and of the Company during the financial year.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on

26 April 2010.

2. Significant Accounting Policies

2.1 Basis of preparation

The financial statements comply with the provisions of the Companies Act, 1965 and 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 the current financial year as described fully in Note 2.3. The financial statements of the Group and of the Company have also been prepared on a historical basis.

The financial statements are presented in Ringgit Malaysia (RM).

2.2 Summary of Significant Accounting Policies

(a) Subsidiaries and Basis of Consolidation (i) Subsidiaries

Subsidiaries are entities over in which the Group has 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.

Intra-group transactions, balances and resulting unrealised gains are eliminated on consolidation and the consolidated financial statements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs cannot be recovered.

The gain or loss on disposal of a subsidiary company is the difference between the net disposal proceeds

and the Group’s share of its net assets together with any unamortised balance of goodwill and exchange differences.

(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.

Notes to the Financial Statements - 31 December 2009


47


2. Significant Accounting Policies (contd.)

2.2 Summary of Significant Accounting Policies (contd.)

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

(ii) Basis of Consolidation (contd.)

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 or 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 changes 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 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 policies 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.

Investments 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).

48


2.2 Summary of Significant Accounting Policies (contd.) (c) Jointly Controlled Entities (contd.)

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

(i) 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 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.

(ii) Toll Concession

Zecon Toll Concessionaire Sdn. Bhd. (“ZTCSB”),a wholly-owned subsidiary of the Company, has entered into a Concession Agreement with the State Government of Sarawak on the 17 July 1998. In this agreement, the State Government of Sarawak commissioned ZTCSB under a privatization Scheme to design, build, operate and maintain a dual three lane carriageway (Second Kuching Bridge crossing) over the Sarawak River in Kuching, Sarawak.

As part of the consideration of the construction agreement, the State Government of Sarawak granted ZTCSB the right to collect toll for the usage over the Second Kuching Bridge for a period up to 2037 and a further 19 years at the option of the State Government of Sarawak.

The Group considers the cost of the toll concession as the amount forgone in respect of the consideration receivable from the State Government of Sarawak under the Concession Agreement, and is amortised over the concession period based on the following formula:

Traffic volume to date Cost of toll Accumulated –––––––––––––––––––––––––– X concession less amortisation Estimated total traffic volume of the concession period

The information on traffic volume is derived based on independent traffic consultant’s reports and the carrying value of the toll concession is subject to an annual review.

(e) Property, Plant and Equipment and Depreciation

All items of 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 are stated at cost less accumulated depreciation and any accumulated impairment losses.



49



(e) Property, Plant and Equipment and Depreciation (contd.)

Certain items of property, plant and equipment of the Group and of the Company have not been revalued since 1999. The directors have not adopted policy of regular revaluations of such assets and no later valuation has been recorded. As permitted under the transitional provisions of IAS 16 (Revised): Property, Plant and Equipment, these assets continue to be stated at their 1999 valuation less accumulated depreciation. The above transitional provisions are available only on the first application of the MASB Approved Accounting Standard IAS 16 (Revised): Property, Plant and Equipment which is effective for periods ending on or after 1 September 1998. By virtue of this transitional provision, an entity that had recorded its property, plant and equipment at valued amounts but had not adopted a policy of revaluation has been allowed to continue carrying those assets on the basis of their previous revaluations subject to continuity in its depreciation policy and the requirement to write down the assets to their recoverable amounts for impairment adjustments. The transitional provisions will remain in force until and unless the entity chooses to adopt a revaluation policy in place of cost policy. When that happens, FRS 116 (which supersedes IAS 16) would require revaluations to be carried out at regular intervals. Any revaluation surplus is credited to the revaluation reserve included within equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in the income statement, in which case the increase is recognised in the income statement to the extent of the decrease previously recognised. A revaluation deficit is first offset against unutilised previously recognised revaluation surplus in respect of the same asset and the balance is thereafter recognised in the income statement. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to retained earnings.

Depreciation of 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 2 Plant, machinery and equipment 10 - 15 Motor vehicles 20 Office furniture, fittings, equipment and renovation 10 - 33 1/3

Work-in-progress is not depreciated as these assets are not available for use. 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 the income statement and the unutilised portion of the revaluation surplus on that item is taken directly to retained earnings.

(f) Land Held For Development And Development Costs (i) Land held for development

Land held for 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 development is reclassified as development costs 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 based on certification by professional architects. 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.


50



(f) Land Held For Development And Development Costs (contd.)

(ii) Property development costs (contd.)

Where the financial outcome of a development activity cannot be reliable 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.

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.

(g) Construction Contracts Where the outcome of a construction contract can be estimated reliably, 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.

(h) Impairment of Non-financial Assets

The carrying amounts of assets, other than construction contract assets, property development costs, inventories, and deferred tax assets, 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, intangible 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.

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



51



(h) Impairment of Non-financial Assets (contd.)

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, unless the asset is carried at a revalued amount, in which case the impairment loss is accounted for as a revaluation decrease to the extent that the impairment loss does not exceed the amount held in the asset revaluation reserve for the same asset.

Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the 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, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase.

(i) Inventories

Inventories are stated at the lower of cost and net realisable value and are valued on a first-in-first-out basis. In arriving at the net realisable value due allowance is made for all damaged, obsolete and slow-moving items.

Cost of work-in-progress and finished goods include cost of raw materials, direct labour and attributable production overheads. Cost of raw materials and factory supplies include expenses incurred in bringing them to their present location and condition. The cost of unsold properties comprises cost associated with the acquisition of land, direct costs and appropriate proportions of common cost.

(j) 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; 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.

(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.


52



(j) Leases (contd.) (ii) Finance Leases - the Group as Lessee (contd.) 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 disclosed 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 land lease payments and are amortised on a straight-line basis over the lease term.

(iv) Operating Leases - the Group as Lessor

Assets leased out under operating leases are presented on the balance sheet according to the nature of the assets. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. 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.

(k) 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, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. 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 year, 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 in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the combination.

(l) 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. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.



53



(l) Employee Benefits (contd.) (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) Equity compensation benefits

The Zecon Berhad Employees’ Share Option Scheme (ESOS) allows the Group’s employees to acquire shares of the Company. No compensation cost or obligation is recognised. When the options are exercised, equity is increased by the amount of the proceeds received.

(m) 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 translated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.

Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included in 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 translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.


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(m) 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.

(n) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits 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) Property development

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

(ii) Construction contracts

Revenue from construction and other contracts is accounted for by the percentage of completion method as described in Note 2.2(g).

(iii) Toll revenue

Toll revenue is accounted for as at when toll is chargeable for the usage of the Second Kuching Bridge crossing.

(iv) Sale of goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.

(v) Dividend income

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

(vi) Interest income

Interest income is recognised on a time proportion basis that reflects the effective yield on the asset.

(o) Routine Maintenance Costs

Routine maintenance costs on the toll bridge shall be charged to the income statement when incurred. (p) 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 agreement. Interest, dividends and 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 recognised directly in equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.



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(p) Financial Instruments (contd.)

(i) Cash and cash equivalents

For the purposes of the Cash Flow Statement, cash and cash equivalents include cash on hand and at bank, deposits at call and short term highly liquid investments which have an insignificant risk of changes in value, net of 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 the profit or loss.

(iii) 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.

(iv) 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.

(v) Interest-bearing borrowings

All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.

(vi) 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 internal 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.

(vii) Derivative financial instruments

Derivative financial instruments are not recognised in the financial statements.

(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.


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(r) 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.

2.3 Changes in accounting policies and future accounting standards

Standards and Interpretations issued but not yet effective

At the date of authorisation of these financial statements, the following new FRSs and Interpretations, and amendments to certain Standards and Interpretations were issued but not yet effective and have not been applied by the Group and the Company, which are:

Effective for financial periods beginning on or after 1 July 2009

• FRS 8: Operating Segments

Effective for financial periods beginning on or after 1 January 2010

• FRS 4: Insurance Contracts • FRS 7: Financial Instruments: Disclosures • FRS 101: Presentation of Financial Statements (revised) • FRS 123: Borrowing Costs • FRS 139: Financial Instruments: Recognition and Measurement • Amendments to FRS 1: First-time Adoption of Financial Reporting Standards and FRS 127: Consolidated and

Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate • Amendments to FRS 2: Share-based Payment - Vesting Conditions and Cancellations • Amendments to FRS 132: Financial Instruments: Presentation • Amendments to FRS 139: Financial Instruments: Recognition and Measurement, FRS 7: Financial Instruments:

Disclosures and IC Interpretation 9: Reassessment of Embedded Derivatives • Amendments to FRSs ‘Improvements to FRSs (2009)’ • IC Interpretation 9: Reassessment of Embedded Derivatives • IC Interpretation 10: Interim Financial Reporting and Impairment • IC Interpretation 11: FRS 2 - Group and Treasury Share Transactions • IC Interpretation 13: Customer Loyalty Programmes • IC Interpretation 14: FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their

Interaction • TR i - 3: Presentation of Financial Statements of Islamic Financial Institutions

Effective for financial periods beginning on or after 1 March 2010

• Amendments to FRS 132: Financial Instruments: Presentation

Effective for financial periods beginning on or after 1 July 2010

• FRS 1: First-time Adoption of Financial Reporting Standards • FRS 3: Business Combinations (revised) • FRS 127: Consolidated and Separate Financial Statements (amended) • Amendments to FRS 2: Share-based Payment • Amendments to FRS 5: Non-current Assets Held for Sale and Discontinued Operations • Amendments to FRS 138: Intangible Assets • Amendments to IC Interpretation 9: Reassessment of Embedded Derivatives • IC Interpretation 12: Service Concession Arrangements • IC Interpretation 15: Agreements for the Construction of Real Estate • IC Interpretation 16: Hedges of a Net Investment in a Foreign Operation • IC Interpretation 17: Distributions of Non-cash Assets to Owners



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2. Significant accounting policies (contd.)

2.3 Changes in accounting policies and future accounting standards (contd.)

Effective for financial periods beginning on or after 1 January 2011

• Amendments to FRS 1 Limited Exemption from Comparatives FRS 7 Disclosures for First-time Adopters (Amendment to FRS 1) • Amendments to FRS 7 Improving Disclosures about Financial Instruments (Amendment to FRS 7)

Standards and Interpretations issued but not yet effective

The Group and the Company plan to adopt the above pronouncements when they become effective in the respective financial period. Unless otherwise described below, these pronouncements are expected to have no significant impact to the financial statements of the Group and the Company upon their initial application:

FRS 3: Business Combinations (revised) and FRS 127: Consolidated and Separate Financial Statements (amended)

FRS 3 (revised) introduces a number of changes to the accounting for business combinations occurring on or after 1 July 2010. These include changes that affect the valuation of non-controlling interest, the accounting for transaction costs, the initial recognition and subsequent measurement of a contingent consideration and business combinations achieved in stages. These changes will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs and future reported results.

FRS 127 (amended) requires that a change in the ownership interest of a subsidiary (without loss of control) be accounted for as a transaction with owners in their capacity as owners and to be recorded in equity. Therefore, such transaction will no longer give rise to goodwill, nor will it give rise to a gain or loss. Furthermore, the amended Standard changes the accounting for losses incurred by the subsidiary as well as loss of control of a subsidiary.

The changes by FRS 3 (revised) and FRS127 (amended) will be applied prospectively and only affect future acquisition or loss of control of subsidiaries and transactions with non-controlling interests.

FRS 8: Operating Segment

FRS 8 Operating Segments (effective for annual periods beginning on or after 1 July 2009), replaces FRS 1142004 Segment Reporting. The new standard requires a ‘management approach’, under which segment information is presented on the same basis as that used for internal reporting purposes. The Group will apply this standard from financial periods beginning on 1 January 2010. As this is a disclosure standard, there will be no impact on the financial position or results of the Group.

FRS 101: Presentation of Financial Statements (revised)

The revised FRS 101 separates owner and non-owner changes in equity. Therefore, the consolidated statement of changes in equity will now include only details of transactions with owners. All non-owner changes in equity are presented as a single line labelled as total comprehensive income. The Standard also introduces the statement of comprehensive income: presenting all items of income and expense recognised in the income statement, together with all other items of recognised income and expense, either in one single statement, or in two linked statements. The Group is currently evaluating the format to adopt. In addition, a statement of financial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the reclassification of items in the financial statements. This revised FRS does not have any impact on the financial position and results of the Group and the Company.

FRS 123: Borrowing Costs

This Standard supersedes FRS 1232004: Borrowing Costs that removes the option of expensing borrowing costs and requires capitalisation of such costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Other borrowing costs are recognised as an expense. The adoption of this Standard will not have any impact on the financial statements of the Group and the Company, as the existing policy on borrowing costs related to qualifying assets are capitalised (Note 2.2(r)).


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2.3 Changes in accounting policies and future accounting standards (contd.) Standards and Interpretations issued but not yet effective (contd.)

FRS 139: Financial Instruments: Recognition and Measurement, FRS 7: Financial Instruments: Disclosures and Amendments to FRS 139: Financial Instruments: Recognition and Measurement, FRS 7: Financial Instruments: Disclosures

The new Standard on FRS 139: Financial Instruments: Recognition and Measurement establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. Requirements for presenting information about financial instruments are in FRS 132: Financial Instruments: Presentation and the requirements for disclosing information about financial instruments are in FRS 7: Financial Instruments: Disclosures.

FRS 7: Financial Instruments: Disclosures is a new Standard that requires new disclosures in relation to financial instruments. The Standard is considered to result in increased disclosures, both quantitative and qualitative of the Group’s and Company’s exposure to risks, enhanced disclosure regarding components of the Group’s and Company’s financial position and performance, and possible changes to the way of presenting certain items in the financial statements.

In accordance with the respective transitional provisions, the Group and the Company are exempted from disclosing the possible impact to the financial statements upon the initial application.

Amendments to FRSs ‘Improvements to FRSs (2009)’

• FRS 117 Leases: Clarifies on the classification of leases of land and buildings. The Group is still assessing the potential implication as a result of the reclassification of its unexpired land leases as operating or finance leases. For those land element held under operating leases that are required to be reclassified as finance leases, the Group shall recognise a corresponding asset and liability in the financial statements which will be applied retrospectively upon initial application. However, in accordance with the transitional provision, the Group is permitted to reassess lease classification on the basis of the facts and circumstances existing on the date it adopts the amendments; and recognise the asset and liability related to a land lease newly classified as a finance lease at their fair values on that date; any difference between those fair values is recognised in retained earnings. The Group is currently in the process of assessing the impact of this amendment.

Amendments to FRSs ‘Improvements to FRSs (2009)’ (contd.)

• FRS 140 Investment Property: Property under construction or development for future use as an investment property is classified as investment property. Where the fair value model is applied, such property is measured at fair value. If fair value cannot be reliably determined, the investment under construction will be measured at cost until such time as fair value can be determined or construction is complete. The amendment also includes changes in terminology in the Standard to be consistent with FRS 108. The change will be applied prospectively.

2.4 Significant accounting estimate and judgement

(a) Key sources of estimation uncertainty

(i) Property development

The Group recognises property development revenue and expenses in the income statement by using the stage of comp letion method. The stage of completion is determined by the proportion that property method 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 costs, as well as the recoverability of the development projects. In making the judgement, the Group evaluates based on past experience by relying on the work of specialist.

(ii) Depreciation of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Management estimates the useful lives of the property, plant and equipment to be within 3 to 50 years. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.



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2.4 Significant accounting estimate and judgement (contd.)

(a) Key sources of estimation uncertainty (contd.)

(ii) Depreciation of property, plant and equipment (contd.)

The cost of plant and machinery is depreciated on a straight-line basis over the assets’ useful lives. Management estimates the useful lives of these plant and machinery to be within 7 to 10 years. These are common life expectancies applied in the construction industry. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. A 2.5% difference in the average useful lives of these assets from management’s estimates would result in approximately 2% variance in profit for the year.

(iii) 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. The unutilised tax losses of the Group as at balance sheet date is RM24,239,000 (2008: RM18,565,000) and unabsorbed capital allowances as at balance sheet date is RM12,053,000 (2008: RM9,906,000).

3. Revenue Group Company 2009 2008 2009 2008 RM RM RM RM Construction contracts 131,781,835 147,755,075 129,575,957 124,126,108 Toll concession 10,289,734 9,195,921 - - Property development 334,903 - - - Others 162,992 221,773 - - –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 142,569,464 157,172,769 129,575,957 124,126,108 ============ ============ ============ ============

4. Cost of Sales Construction contract costs 115,301,818 126,360,788 119,189,397 114,902,880 Toll concession 2,006,329 2,360,038 - - Property development 305,826 - - - Others - 352,806 - - –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 117,613,973 129,073,632 119,189,397 114,902,880 ============ ============ ============ ============

5. Other Income

Interest income 467,654 761,620 415,294 571,196 Gain on partial disposal of subsidiary 28,212,004 673,608 - - Others 1,359,427 11,199,052 827,616 7,941,563 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 30,039,085 12,634,280 1,242,910 8,512,759 ============ ============ ============ ============


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6. Finance Costs Group Company 2009 2008 2009 2008 RM RM RM RM Interest expense on: Bank borrowings 21,935,144 16,391,490 8,765,996 7,973,544 Hire purchase and finance lease liabilities 303,106 339,257 214,809 237,233 Interest paid to subsidiaries - - 106,122 106,122 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total interest expense 22,238,250 16,730,747 9,086,927 8,316,899 Less: Interest capitalised in qualifying assets: Costs of construction contracts (Note 21) (1,725,077) (3,435,677) - (347,262) Property development costs (Note 14) (953,334) - - - –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Interest expense (Note 7) 19,559,839 13,295,070 9,086,927 7,969,637 ============ ============ ============ ============

7. Profit/(Loss) Before Taxation

The following amounts have been included in arriving at profit/(loss) before taxation:

Group Company 2009 2008 2009 2008 RM RM RM RM Employee benefits expense (Note 8) 12,436,784 8,804,509 3,891,709 3,867,251 Non-Executive Directors’ remuneration (Note 9) 436,500 374,500 436,500 374,500 Amortisation of toll concession (Note 15) 134,504 176,412 - - Amortisation of prepaid land lease payments (Note 13) 26,843 26,843 26,843 26,843 Auditors’ remuneration Statutory audit - current year 143,800 135,500 60,000 60,000 - (over)/under provision in prior year (300) 7,900 - 4,600 Discount allowed 3,000,000 - 3,000,000 - Depreciation of property, plant and equipment (Note 12) 4,228,275 1,278,437 3,891,594 1,053,166 Gain on partial disposal of subsidiaries (Note 16(a)) (28,212,005) (673,608) - - Impairment in value of investment - 9,292,832 - 11,366,128 Interest expense (Note 6) 19,559,839 13,295,070 9,086,927 7,969,637 Interest income (467,654) (761,620) (415,294) (571,196) Loss on disposal of other investments - 2,329 - 2,329 Loss on disposal of properties 182,000 10,000 182,000 10,000 Loss/(gain) on disposal of property, plant and equipment 6,071 (30,999) 6,071 (30,999) (Gain)/loss on foreign exchange (5,123) 4,409 - - Management fee paid 4,458 12,342 4,458 12,342 Management fee received (360,000) (128,519) (360,000) (60,000) Property, plant and equipment written-off 8,016 1,600 8,016 - Provision for doubtful debts 8,519,734 5,882,687 3,307,190 1,183,946 Provision for stocks obsolescence - 382,399 - - Rental expense for land and buildings 503,183 908,222 636,432 636,432 Rental income from land and buildings (242,993) (118,342) (329,402) (158,452) Rental income from plant and machinery (121,522) - - - ============ ============ ============ ============



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8. Employee Benefits Expense Group Company 2009 2008 2009 2008 RM RM RM RM Salaries, allowances, bonus and wages 9,054,472 5,913,949 1,647,923 1,727,464 Directors’ remuneration 2,370,616 2,133,889 2,050,516 1,925,641 Provident fund contributions 920,046 700,370 179,468 199,923 Social security costs 91,650 56,301 13,802 14,223 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 12,436,784 8,804,509 3,891,709 3,867,251 ============ ============ ============ ============ Number of employees at the end of the year 335 288 47 55 ============ ============ ============ ============

Included in employee benefits expense of the Group and of the Company are Executive Directors’ remuneration amounting to RM2,370,616 (2008: RM2,133,889) and RM2,050,516 (2008: RM1,925,641) respectively as further disclosed in Note 9.

9. Directors’ Remuneration Group Company 2009 2008 2009 2008 RM RM RM RM

Executive Directors’ remuneration Fees 97,200 82,400 97,200 82,400 Other emoluments 2,273,416 2,051,489 1,953,316 1,843,241 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 2,370,616 2,133,889 2,050,516 1,925,641 ============ ============ ============ ============

Non-Executive Directors’ remuneration Fees 188,100 105,700 188,100 105,700 Other emoluments 248,400 268,800 248,400 268,800 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 436,500 374,500 436,500 374,500 Total Directors’ remuneration –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– (Note 36) 2,807,116 2,508,389 2,487,016 2,300,141 ============ ============ ============ ============ The details of remuneration by Directors of the Company during the year are as follows: Group Company 2009 2008 2009 2008 RM RM RM RM Executive: Salaries, bonus and other emoluments 2,020,912 1,831,133 1,700,812 1,622,885 Fees 97,200 82,400 97,200 82,400 Defined contribution plan 252,504 220,356 252,504 220,356 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 2,370,616 2,133,889 2,050,516 1,925,641 Non-Executive: Fees 188,100 105,700 188,100 105,700 Other emoluments 248,400 268,800 248,400 268,800 2,807,116 2,508,389 2,487,016 2,300,141 ============ ============ ============ ============ 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 Range of remuneration Executive Non-Executive 2009 2008 2009 2008

Below 50,000 - - 2 2 RM50,001 - RM100,000 - - 5 5 RM100,001 - RM150,000 - - - - RM150,001 - RM200,000 - - - - RM200,001 - RM250,000 3 2 - - RM250,001 - RM300,000 1 1 - - RM300,001 - RM350,000 2 2 - - RM600,001 - RM750,000 1 1 - - ============ ============ ============ ============


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10. Income Tax Expense Group Company 2009 2008 2009 2008 RM RM RM RM

Current income tax: Malaysian income tax 896,915 2,350,155 (5,585) 90,000 Under/ (over) provision in prior years 3,623,966 (2,283,187) - (1,779,575) ––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 4,520,881 66,968 (5,585) (1,689,575) ––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Deferred tax (Note 29):

(Over)/under provision in prior years (240,345) 37,000 - - Relating to origination and reversal of temporary differences (5,469,186) 236,810 (5,742,775) - Relating to changes in tax rates - - (8,000) - ––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– (5,709,531) 265,810 (5,742,775) - ––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total income tax expense (1,188,650) 332,778 (5,748,360) (1,689,575) ============ ============ ============ ============

Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2008: 26%) of the estimated assessable profit for the year.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. During the current financial year, the income tax rate applicable to the subsidiary in Australia is 30%.

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

2009 2008 RM RM Group

Profit before taxation 4,810,068 1,343,461 ============ ============ Taxation at Malaysian statutory tax rate of 25% (2008: 26%) 1,202,517 349,300 Effect of income subject to tax rate of 20% (2008: 20%) - (67,727) Effect of expenses not deductible for tax purposes 6,220,927 3,149,438 Effect of changes in tax rates on opening balance of deferred tax - (3,484) Income not subject to tax (8,050,452) (842,025) Deferred tax assets not recognised on unabsorbed capital allowances and business losses 180,334 110,877 Deferred tax assets recognised on unabsorbed capital allowances and business losses (4,125,597) - (Over)/ under provision of deferred tax in prior years (240,345) 37,000 Under/(over) provision of income tax expense in prior years 3,623,966 (2,283,187) Effect of utilisation of previously unabsorbed capital allowances - (117,414) –––––––––––––– ––––––––––––––

Income tax expense for the year (1,188,650) 332,778 ============ ============ Company

Loss before taxation (15,022,085) (11,226,308) ============ ============ Taxation at Malaysian statutory tax rate of 25% (2008: 26%) (3,755,521) (2,918,840) Effect of expenses not deductible for tax purposes 2,132,759 1,870,570 Deferred tax assets not recognised on unabsorbed capital allowances and business losses - 1,138,270 Deferred tax assets recognised on unabsorbed capital allowances and business losses (4,125,598) - Overprovision of income tax expense in prior years - (1,779,575) –––––––––––––– –––––––––––––– Income tax expense for the year (5,748,360) (1,689,575) ============ ============



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10. Income Tax Expense (contd.)

Tax losses and unabsorbed capital allowances are analysed as follows:

Group Company 2009 2008 2009 2008 RM RM RM RM (i) Unutilised tax losses carried forward 24,329,000 18,565,000 13,954,000 9,336,000 ============ ============ ============ ============ (ii) Unabsorbed capital allowances carried forward 12,053,000 9,906,000 10,819,000 7,418,000 ============ ============ ============ ============

The unutilised tax losses and unabsorbed capital allowances of the Group and of the Company are available for offsetting against future taxable profits subject to no substantial change in shareholdings under the Income Tax Act, 1967 and guidelines issued by the Tax Authority.

11. Earnings Per Share

(a) Basic

Basic earnings per share amounts are calculated by dividing 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.

2009 2008 RM RM Profit attributable to ordinary equity holders of the Company 5,546,830 1,009,674

============ ============ Weighted average number of ordinary shares in issue 112,496,908 110,060,450 ============ ============

2009 2008 Sen Sen Basic earnings per share for: Profit for the year 4.93 0.92 ============ ============ (b) Diluted

For the purpose of calculating diluted earnings per share, the profit for the year attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares, and share options granted to employees.

2009 2008 RM RM Profit attributable to ordinary equity holders of the Company 5,546,830 1,009,674 ============ ============ Weighted average number of ordinary shares in issue 112,496,908 110,060,450 ============ ============ 2009 2008 Sen Sen Diluted earnings per share for: Profit for the year 4.93 0.92 ============ ============


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12. Property, Plant and Equipment

Office furnitures, Plant, machinery Motor fittings, equipment Buildings and equipment vehicles and renovation Total RM RM RM RM RM Group 2009 Cost At1January2009 6,651,507 39,295,220 9,967,623 8,766,714 64,681,064 Additions 2,290,000 1,282,300 862,058 297,611 4,731,969 Disposals - - - (15,945) (15,945) Write-offs - - - (13,253) (13,253) –––––––– –––––––– –––––––– –––––––– –––––––– At31December2009 8,941,507 40,577,520 10,829,681 9,035,127 69,383,835 –––––––– –––––––– –––––––– –––––––– –––––––– Accumulated depreciation and impairment

At1January2009 763,324 14,658,368 5,446,953 4,762,323 25,630,968 Depreciationchargefortheyear 155,708 5,042,048 1,471,508 884,358 7,553,622

Recognisedinincomestatement(Note7) 155,708 3,341,638 328,145 402,784 4,228,275 Capitalisedinconstructioncosts(Note21) - 1,700,410 1,143,363 481,574 3,325,347

Disposals - - - (5,982) (5,982) Write-offs - - - (5,237) (5,237) –––––––– –––––––– –––––––– –––––––– –––––––– At31December2009 919,032 19,700,416 6,918,461 5,635,462 33,173,371 –––––––– –––––––– –––––––– –––––––– –––––––– Net carrying amount At31December2009 8,022,475 20,877,104 3,911,220 3,399,665 36,210,464 ======== ======== ======== ======== ======== Group

2008 Cost

At1January2008 5,915,507 28,397,439 6,663,557 6,304,430 47,280,933 Additions 736,000 11,011,781 3,419,780 2,464,684 17,632,245 Disposals - - (229,714) (2,400) (232,114) Transfers - (114,000) 114,000 - - –––––––– –––––––– –––––––– –––––––– –––––––– At31December2008 6,651,507 39,295,220 9,967,623 8,766,714 64,681,064 –––––––– –––––––– –––––––– –––––––– –––––––– Accumulated depreciation and impairment

At1January2008 648,100 12,689,940 4,329,355 3,884,256 21,551,651 Depreciationchargefortheyear 115,224 1,988,378 1,327,361 878,867 4,309,830

Recognisedinincomestatement(Note7) 115,224 224,355 459,695 479,163 1,278,437 Capitalisedinconstructioncosts(Note21) - 1,764,023 867,666 399,704 3,031,393

Disposals - - (229,713) (800) (230,513) Transfers - (19,950) 19,950 - - –––––––– –––––––– –––––––– –––––––– –––––––– At31December2008 763,324 14,658,368 5,446,953 4,762,323 25,630,968 –––––––– –––––––– –––––––– –––––––– –––––––– Net carrying amount At31December2008 5,888,183 24,636,852 4,520,670 4,004,391 39,050,096 ======== ======== ======== ======== ========



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12. Property, Plant and Equipment (contd.) Vessels Office furnitures Plants, machinery and Motor fittings, equipment Buildings and equipment dredging vehicles and renovation Total RM RM RM RM RM RM Company

2009

Cost At1January2009 6,651,507 28,145,166 1,400,000 4,330,463 4,142,858 44,669,994 Additions 2,290,000 - - 255,621 42,391 2,588,012 Disposals - - - - (15,945) (15,945) Write-offs - - - - (13,253) (13,253) –––––––– ––––––––– ––––––––– –––––––– –––––––– ––––––––– At31December2009 8,941,507 28,145,166 1,400,000 4,586,084 4,156,051 47,228,808 –––––––– ––––––––– ––––––––– –––––––– –––––––– ––––––––– Accumulated depreciation At1January2009 763,324 11,314,302 805,000 3,769,827 3,294,082 19,946,535 Depreciationchargefortheyear 155,708 3,484,542 210,000 357,881 243,024 4,451,155

Recognisedinincomestatement (Note7) 155,708 3,013,771 210,000 297,329 214,786 3,891,594 Capitalisedinconstructioncosts (Note21) - 470,771 - 60,552 28,238 559,561

Disposals - - - - (5,982) (5,982) Write-offs - - - - (5,237) (5,237) –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––– At31December2009 919,032 14,798,844 1,015,000 4,127,708 3,525,887 24,386,471 –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––– Net carrying amount

At31December2009 8,022,475 13,346,322 385,000 458,376 630,164 22,842,337 ======= ======== ======= ======= ======= ======== Company 2008

Cost

At1January2008 5,915,507 23,544,726 1,400,000 4,489,677 4,030,492 39,380,402 Additions 736,000 4,600,440 - 70,500 112,366 5,519,306 Disposals - - - (229,714) - (229,714) –––––––– ––––––––– ––––––––– –––––––– –––––––– ––––––––– At31December2008 6,651,507 28,145,166 1,400,000 4,330,463 4,142,858 44,669,994 –––––––– ––––––––– ––––––––– –––––––– –––––––– ––––––––– Accumulated depreciation At1January2008 648,100 10,593,022 595,000 3,483,599 2,976,427 18,296,148 Depreciationchargefortheyear 115,224 721,280 210,000 515,941 317,655 1,880,100

Recognisedinincomestatement (Note7) 115,224 1,276 210,000 443,661 283,005 1,053,166 Capitalisedinconstructioncosts (Note21) - 720,004 - 72,280 34,650 826,934

Disposals - - - (229,713) - (229,713) –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––– At31December2008 763,324 11,314,302 805,000 3,769,827 3,294,082 19,946,535 –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––– Net carrying amount

At31December2008 5,888,183 16,830,864 595,000 560,636 848,776 24,723,459 ======= ======== ======= ======= ======= ========


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12. Property, Plant and Equipment (contd.)

(a) During the financial year, the Group and the Company acquired property, plant and equipment at aggregate costs ofRM4,731,969 (2008: RM17,632,245) and RM2,588,012 (2008: RM5,519,306), respectively, of which RM539,437 (2008:RM993,938)andRMNil(2008:RMNil),respectively,wereacquiredbymeansofhirepurchaseandfinanceleasearrangements.Netcarryingamountsofproperty,plantandequipmentheldunderhirepurchaseandfinanceleasearrangementsareasfollows:

Group Company 2009 2008 2009 2008 RM RM RM RM

Plant,machineryandequipment 5,076,228 4,027,356 4,766,852 3,643,731 Motorvehicles 1,423,935 1,862,820 81,160 374,410 ––––––––– ––––––––– ––––––––– ––––––––– 6,500,163 5,890,176 4,848,012 4,018,141 ======== ======== ======== ========

DetailsofthetermsandconditionsofthehirepurchaseandfinanceleasearrangementsaredisclosedinNote26.

CertainbuildingsoftheGroupandoftheCompany,withnetcarryingamountsofRM3,867,294(2008:RM1,646,807),arepledgedforborrowingsasdisclosedinNote25.

13. Prepaid land lease payments Group/Company 2009 2008 RM RM

At1January 1,195,873 1,222,716 Addition 5,060,000 - Amortisationfortheyear(Note7) (26,843) (26,843) –––––––– –––––––– At31December 6,229,030 1,195,873 ======= ======= Analysedas:

Longtermleaseholdland 5,641,646 595,156 Shorttermleaseholdland 587,384 600,717 –––––––– –––––––– 6,229,030 1,195,873 ======= =======

CertainlandoftheGroupandoftheCompany,withnetcarryingamountsofRM5,060,000(2008:RMNil),arepledgedforborrowingsasdisclosedinNote25.

14. Land Held for Property Development and Developments Costs

(a) Land Held for Property Development

Short- term Long-term Freehold Leasehold Land Land Total RM RM RM Group 2009

Cost At1January/31December 1,159,125 125,152,361 126,311,486

––––––––– –––––––––– –––––––––– Accumulated impairment losses At1January/31December - - - –––––––– –––––––––– –––––––––– Carrying amount at 31 December 2009 1,159,125 125,152,361 126,311,486 ======= ========= =========



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14. Land Held for Property Development and Developments Costs (contd.)

(a) Land Held for Property Development (contd.)

Short- term Long-term Freehold Leasehold Land Land Total RM RM RM Group 2008

Cost At1January/31December 1,159,125 125,152,361 126,311,486 ––––––––– –––––––––– –––––––––– Accumulated impairment losses At1January/31December - - - –––––––– –––––––––– –––––––––– Carrying amount at 31 December 2008 1,159,125 125,152,361 126,311,486 ======= ========= ========= LeaseholdlandwithcarryingvaluesofRM33,714,909(2008:RM33,714,909)havebeenpledgedassecurityforbanking

facilitiesgrantedtotheGroup(Note25).

(b) Development Costs

Leasehold Development Land Costs Total RM RM RM Group

2009

Cumulative development costs

At1January2009 4,837,174 9,130,119 13,967,293 Costsincurredduringtheyear - 6,982,132 6,982,132 –––––––– ––––––––– ––––––––– At31December2009 4,837,174 16,112,251 20,949,425 –––––––– ––––––––– –––––––––

Cumulative costs recognised in income statement

At1January2009 - - - Recognisedduringtheyear - 305,826 305,826 –––––––– ––––––––– ––––––––– At31December2009 - 305,826 305,826 –––––––– ––––––––– ––––––––– Development costs at 31 December 2009 4,837,174 15,806,425 20,643,599 ======= ======== ======== 2008

Cumulative development costs

At1January2008 4,837,174 5,134,228 9,971,402 Costsincurredduringtheyear - 3,995,891 3,995,891 –––––––– ––––––––– ––––––––– At31December2008 4,837,174 9,130,119 13,967,293 –––––––– ––––––––– ––––––––– Cumulative costs recognised in income statement

At1January/31December2008 - - - –––––––– ––––––––– ––––––––– Development costs at 31 December 2008 4,837,174 9,130,119 13,967,293 ======= ======== ========


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14. Land Held for Property Development and Developments Costs (contd.)

Includedinpropertydevelopmentcostsincurredduringthefinancialyearare: Group Company 2009 2008 2009 2008 RM RM RM RM Interestexpense(Note6) 953,334 - - - Directors’remuneration 73,358 - - -

======= ======= ======= =======

15. Intangible Assets Toll Goodwill Concessions Total

RM RM RM Group

Cost

At1January2008 3,180,289 13,117,032 16,297,321 Disposalofpartialinterestinsubsidiary (352,217) - (352,217) ––––––––– ––––––––– ––––––––– At31December2008 2,828,072 13,117,032 15,945,104 Disposalofpartialinterestinsubsidiary (80,951) - (80,951) –––––––– ––––––––– ––––––––– At31December2009 2,747,121 13,117,032 15,864,153 –––––––– ––––––––– ––––––––– Accumulated amortisation and impairment

At1January2008 - 930,106 930,106 Amortisation(Note7) - 176,412 176,412 ––––––– ––––––– ––––––– At31December2008 - 1,106,518 1,106,518 Amortisation(Note7) - 134,504 134,504 ––––––– –––––––– –––––––– At31December2009 - 1,241,022 1,241,022 ––––––– –––––––– –––––––– Net carrying amount

At31December2008 2,828,072 12,010,514 14,838,586 ======= ======== ======== At31December2009 2,747,121 11,876,010 14,623,131 ======= ======== ========

(a) Impairment tests for goodwill

Allocation of goodwill

GoodwillhasbeenallocatedtotheGroup’sCGUsidentifiedaccordingtothebusinesssegmentasfollows: Total RM At 31 December 2009

Construction 431,685 Propertydevelopment 1,948,844 Others 366,592 ––––––––– 2,747,121

======== At 31 December 2008

Construction 431,685 Propertydevelopment 2,029,795 Others 366,592 ––––––––– 2,828,072 ========



69

15. Intangible Assets (contd.)

(a) Impairment tests for goodwill (contd.) Key assumptions used in value-in-use calculations

The recoverable amount of the respective segment units have been determined based on a value in use calculationusingthecashflowprojections from financial budgets approved by senior management covering a five-year period. The discount rate used are pre-tax and reflect specific risks relating to the relevant segments.

(a) Discount rates

Discount rates reflect the current market assessment of the risks specific to the business segment. The discount rate was estimated based on the average percentage of a weighted average cost of capital for the industry. This rate was further adjusted to reflect the market assessment of any risk specific to the cash-generating unit for which future estimates of cash-flows have not been adjusted.

With regard to the assessment of value-in-use of the segment units, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.

16. Investment in Subsidiaries Company 2009 2008 RM RM

Unquoted shares at cost 55,694,905 55,544,905 ======== ========

Details of the subsidiaries are as follows: Proportion of ownership Country of interest Name of subsidiaries incorporation Principle activities 2009 2008 % % Held by the Company

ZeconTollConcessionaireSdn.Bhd.* Malaysia Operationand 100 100 maintenanceoftoll bridgeandcollection oftollrevenue ZeconWaterCorporationSdn.Bhd.* Malaysia Waterrelatedservices 100 100 ZeconLandSdn.Bhd.* Malaysia Propertydevelopment 100 100 ZeconGeotechnical Malaysia Foundationengineering 100 100 ServicesSdn.Bhd.* andpiling

ZeconResourcesSdn.Bhd.* Malaysia Propertydevelopment 96 96

TeknikPSSdn.Bhd.* Malaysia Dormant 55 55

ZeconInternationalLimited* British Foundationengineering 100 100 Virgin andconstruction Islands ZeconPilingSdn.Bhd.* Malaysia Dormant 100 100 ZeconMutiaraSdn.Bhd.* Malaysia Constructionofmedium 100 100 andlowcosthouses

ZeconDredgingSdn.Bhd.* Malaysia Sand,dredging, 70 70 earthworksand materialtransportation services


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16. Investment in Subsidiaries (contd.)

Proportion of ownership Country of interest Name of subsidiaries incorporation Principle activities 2009 2008 % % Held by the Company (contd.) ZeconEnergySdn.Bhd.* Malaysia Energymanagement 51 51 andotherenergy relatedservices

ZeconAssetsSdn.Bhd.* Malaysia Management,maintenance 100 100 andrentalservicesin relationtomachineries, motorvehiclesand hardwareofevery descriptions

ZeconAustraliaPty.Ltd.** Australia Dormant 100 100 ZeconConstructionSdn.Bhd.* Malaysia Dormant 51 51 ZeconConstruction(Sarawak)Sdn.Bhd.* Malaysia Dormant 100 100 ZeconDesigntechSdn.Bhd.* Malaysia Dormant 100 100 ZeconFabSdn.Bhd.* Malaysia Dormant 51 51

MatangHighwaySdn.Bhd.* Malaysia Specialpurposevehicle 100 100 forfinancingpurposes

ZeconMidEastLtd.* Labuan Dormant 100 100

Zecon(SaudiArabia)InternationalLtd.* Labuan Dormant 100 100 Held through subsidiaries:

Subsidiary of Zecon Resources Sdn. Bhd.

SarmaxSdn.Bhd.* Malaysia Dormant 50.1 50.1

Subsidiary of Teknik PS Sdn. Bhd.

TPSMedicareSdn.Bhd.* Malaysia Dormant 100 100

Subsidiary of Zecon Mutiara Sdn. Bhd. AgrowellQuarrySdn.Bhd.* Malaysia Dormant 100 100 Subsidiary of Zecon Land Sdn. Bhd.

ZeconPetraJayaSdn.Bhd.* Malaysia Propertydevelopment 51 51 ZeconDemakJayaSdn.Bhd.* Malaysia Propertydevelopment 70 100



71

16. Investment in Subsidiaries (contd.)

Proportion of ownership Country of interest Name of subsidiaries incorporation Principle activities 2009 2008 % % Held through subsidiaries (contd.):

Subsidiary of Zecon International Ltd.

IRConcept(M)Sdn.Bhd.* Malaysia Supplierofelectrical 100 100 orelectronicequipment andservices ZPMSatuSdn.Bhd.* Malaysia Propertysalesand 100 100 management ZalpointTanahPutihSdn.Bhd.* Malaysia Propertydevelopment 100 100 *AuditedbyErnst&Young,Malaysia **AuditedbyfirmsofauditorsotherthanErnst&Young

On 27 July 2009, the Group had increased the investment in ZeconWater Corporation Sdn. Bhd. by way of payment of cashconsiderationamountingtoRM150,000.

In 2008, the Company acquired additional investments in certain subsidiaries. Accordingly, the investments increased byRM6,902,198asaresultoftheincreaseintheissuedandpaid-upordinarysharecapitalofthosesubsidiaries.

(a) Partial disposal of subsidiaries

On22December2009,theGroupdisposedits30%equityinterestinZeconDemakJayaSdn.Bhd.foratotalconsiderationofRM32,000,000bywayofcash.Thesubsidiaryisreportedaspartofthepropertydevelopmentsegment.

2009 RM

Landheldfordevelopment 21,972,960 Receivables 9,300,000 Cashandbankbalances 275 Payables (27,566,191) ––––––––– Netassetsdisposed 3,707,044 Attributablegoodwill 80,951 ––––––––– 3,787,995 Totaldisposalproceeds 32,000,000 ––––––––– GainondisposaltotheGroup 28,212,005 ======== Disposalproceedssettledby: Cash 32,000,000

======== Cashinflowarisingondisposals:

Cashconsideration 32,000,000 ––––––––– NetcashinflowoftheGroup 32,000,000

======== On19September2008,theGroupdisposedofits49%equityinterestinZeconEnergySdn.Bhd.foratotalconsideration

ofRM49,000bywayofcash.Thesubsidiaryisreportedaspartoftheotherssegment.

(b) Acquisition of subsidiaries

On 16 June 2008, the Company acquired additional 49 ordinary shares of RM1.00 each, representing 49% of the totalissuedandpaid-upcapital inZeconEsec-EngineeringSdnBhd (Zecon-Esec) fora totalcashconsiderationofRM49.00only.Withthesaidacquisition,ZeconEsecisawholly-ownedsubsidiaryoftheCompany.On12August2008,Zecon-EsecchangeditsnametoZeconAssetsSdnBhd.

On17June2008,theCompanyacquired510ordinarysharesofRM1.00each,representing51%oftheequityinterestinZeconFabSdnBhd(formerlyknownasZeconUtilitiesSdnBhd)foratotalconsiderationofRM510.00only,andthenetcashinflowarisingfromsuchacquisitionisRM477.


72

17. Investment in Associates Group Company 2009 2008 2009 2008 RM RM RM RM

Unquotedsharesatcost 12,541,128 12,541,128 12,541,128 12,541,128 Sharesofpost-acquisitionreserves (11,866,622) (11,761,816) - - ––––––––– ––––––––– ––––––––– ––––––––– 674,506 779,312 12,541,128 12,541,128

Impairmentinvalueofinvestment - - (12,366,128) (12,366,128) ––––––––– ––––––––– ––––––––– ––––––––– 674,506 779,312 175,000 175,000 ======== ======== ======== ======== ImpairmentinvalueofinvestmenthasbeenfullyprovidedfortheunquotedsharesintheCompany. Detailsoftheassociatesareasfollows:

Proportion Proportion of ownership of

Name of Country of Principle interest voting entities incorporation activities 2009 2008 2009 2008 % % % % L.C.S.Trading Malaysia Tradinginhardware, 35.0 35.0 35.0 35.0 Co.Sdn.Bhd. buildingmaterials andrelatedproducts

HalifaxCapital Malaysia Assemblyandsale 25.5 25.5 25.5 25.5 Berhad ofelectricaland electronic products ThesummarisedfinancialinformationoftheGroup’sinvestmentinassociatesare: Group 2009 2008 RM RM Assets and liabilities Currentassets 3,016,106 2,179,321 Non-currentassets 575,950 476,224 ––––––––– ––––––––– Totalassets 3,592,056 2,655,545 ======== ========

Currentliabilities 2,634,044 1,822,030 Non-currentliabilities 281,842 18,491 ––––––––– ––––––––– Totalliabilities 2,915,886 1,840,521 ======== ======== Results Revenue 7,239,958 5,073,909 (Loss)/profitfortheyear (104,806) 250,374 ======== ========

On 8 May 2007, one of the associates, Halifax Capital Berhad (“Halifax”) was classified as an affected listed issuer under the category of Amended Practice Note 17 by Bursa Malaysia Securities Berhad pursuant to Paragraph 8.14C and Paragraph 2.1(a) of Practice Note no. 17/2005 of the Listing Requirements.

Subsequently, on 25 July 2008, Halifax was delisted from the Main Board of the Bursa Malaysia Securities Berhad.



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18. Investment in Jointly Controlled Entity Group Company 2009 2008 2009 2008 RM RM RM RM

Unquoted share at cost 4,861,201 4,861,201 1 1 Share of post-acquisition reserves - - - - –––––––– –––––––– –––––– –––––– 4,861,201 4,861,201 1 1 Less: Accumulated impairment losses - - - - –––––––– –––––––– –––––– –––––– 4,861,201 4,861,201 1 1 ======= ======= ===== ===== Details of the jointly controlled entity are as follows:

Proportion of ownership Country of interest Name of entity incorporation Principle activities 2009 2008 % % NS Water-Zecon JV Sdn. Bhd. Malaysia Dormant 50 50

Ramco-Zecon WLL Qatar Dormant 49 49

On 20 March 2008, a subsidiary of the Company entered into a joint venture agreement with Ramco Trading & Contracting WLL.

The Group’s aggregate share of the current assets, non-current assets, current liabilities, non-current liabilities, income and expenses of the jointly controlled entities is as follows:

Group 2009 2008 RM RM Assets and liabilities Current assets/Total assets 947 950 ===== =====

Current liabilities/Total liabilities 3,386 8,456 ===== ===== Results Revenue 6,321 - Expenses 1,254 1,486 Profit/ (loss) for the year 5,067 (1,486) ===== =====19. Other Investments Group/Company 2009 2008 RM RM Quoted shares at cost 316,743 316,743 Impairment in value of investment - - –––––––– –––––––– 316,743 316,743 Unquoted shares at cost 400,000 400,000 –––––––– –––––––– 716,743 716,743 Subordinated Bonds 4,500,000 4,500,000 –––––––– –––––––– Total 5,216,743 5,216,743 ======= ======= Market value of quoted shares 275,800 241,325 ======= =======

The directors are of the opinion that the value of the quoted shares are not impaired and any impairment are temporary in nature. The investment in bonds relates to the Subordinated Bonds (maturity date: 20 September 2010) issued under the Primary

Collateralised Loan Obligation Programme as disclosed in Note 25 to the financial statements.


74

20. Inventories Group Company 2009 2008 2009 2008 RM RM RM RM

At cost:

Properties held for sale 5,965,177 5,586,939 2,970,000 3,482,000 ======= ======= ======= =======21. Amount Due from/(to) Customers for Contract Work


Construction contract costs incurred to date 448,586,322 329,476,196 393,351,299 268,582,693 Attributable profit 47,948,944 36,151,124 29,352,356 23,267,762 –––––––––– –––––––––– –––––––––– –––––––––– 496,535,266 365,627,320 422,703,655 291,850,455

Less: Progress billings (474,124,357) (336,911,652) (424,393,762) (288,795,014) –––––––––– –––––––––– ––––––––– –––––––––– 22,410,909 28,715,668 (1,690,107) 3,055,441 ========= ========= ======== =========

Amount due from customers for contract work 36,361,581 45,245,011 7,243,943 7,876,897 Amount due to customers for contract work (13,950,672) (16,529,343) (8,934,050) (4,821,456) –––––––––– ––––––––– ––––––––– ––––––––– 22,410,909 28,715,668 (1,690,107) 3,055,441 ========= ======== ======== ========

Retention sum on contracts, included within trade payables (Note 27) 7,837,188 5,784,263 4,741,167 4,781,476 ======== ======== ======== ========

Retention sum on contracts, included within trade receivables (Note 22) 2,333,073 2,333,073 800,735 800,735 ======== ======== ======== ======== The costs incurred to date as construction contracts include the following charges made during the year: Group Company 2009 2008 2009 2008 RM RM RM RM

Depreciation of property, plant and equipment (Note 12) 3,325,347 3,031,393 559,561 826,934 Hire of equipment, plant and machinery 411,774 2,611,894 - - Rental expense of buildings 191,483 157,940 - - Interest expense (Note 6) 1,725,077 3,435,677 - 347,262 Directors’ remuneration 370,944 471,200 111,802 262,951 Staff costs 1,445,674 - - - ======= ======= ======= =======



75

22. Trade Receivables Group Company 2009 2008 2009 2008 RM RM RM RM (restated) (restated)

Trade receivables 144,207,974 108,231,439 65,215,761 25,262,019 Progress billings receivables 2,563,821 4,899,116 2,085,052 4,027,489 Due from subsidiaries - - 16,700,735 40,051,829 Due from associates 2,683,843 2,774,110 2,683,843 2,774,077 Provision for doubtful debts (15,821,860) (10,803,123) (7,501,010) (4,261,870) –––––––––– –––––––––– ––––––––– ––––––––– 133,633,778 105,101,542 79,184,381 67,853,544 Retention sums (Note 21) 2,333,073 2,333,073 800,735 800,735 –––––––––– –––––––––– ––––––––– ––––––––– Trade receivables, net 135,966,851 107,434,615 79,985,116 68,654,279 ========= ========= ======== ========

Included in trade receivables of the Group and the Company is an amount of RM4,206,185 (2008: RM8,455,525) due from a company in which the close family members of a director of the Company have substantial financial interest.

The Group and the Company’s normal trade credit terms range from 30 to 90 days.

Other credit terms are assessed and approved on a case-by-case basis. The Group and the Company have significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors. However, the Board does not consider this to pose significant credit risk to the Group and the Company.

The amounts due from subsidiaries and associates are unsecured, interest-free and have no fixed term of repayment.

23. Other Receivables Group Company 2009 2008 2009 2008 RM RM RM RM (restated) Other receivables 36,466,022 8,162,256 2,606,863 3,099,466 Deposits 5,343,119 600,368 1,653,372 354,972 Prepayments 1,137,457 1,340,542 150,479 176,298 Due from joint ventures 933,154 935,279 933,154 935,279 Due from subsidiaries - - 93,285,832 202,919,757 ––––––––– ––––––––– –––––––––– –––––––––– 43,879,752 11,038,445 98,629,700 207,485,772 ======== ======== ========= =========

The Group and the Company have a significant exposure to a single debtor. However, the Board does not consider this to pose significant credit risk to the Group.

The amounts due from subsidiaries are unsecured, interest-free and have no fixed term of repayment.

24. Cash and Bank Balances Group Company 2009 2008 2009 2008 RM RM RM RM Cash on hand and at banks 7,158,494 16,835,212 605,660 6,998,170 Deposits with licensed banks 48,850,448 72,535,483 36,046,075 36,046,075 ––––––––– ––––––––– ––––––––– ––––––––– Cash and bank balances 56,008,942 89,370,695 36,651,735 43,044,245 ======== ======== ======== ========

All deposits with licensed banks of the Group and of the Company are pledged to bankers as borrowings and bankers’ guarantees granted to the Group and the Company.


76

24. Cash and Bank Balances (contd.) Included in the deposits with licensed banks is a sinking fund account, amounting to RM12,576,765 (2008: RM35,216,254), created

for the purpose of capturing the progressive monthly remittance of funds from the project revenue account. Such funds shall be utilised towards the repayment of the Sukuk Musharakah.

For the purpose of the cash flow statements, cash and cash equivalents comprise the following as at the balance sheet date:

Group Company 2009 2008 2009 2008 RM RM RM RM Cash on hand and at banks 7,158,494 16,835,212 605,660 6,998,170 Bank overdrafts (Note 25) (1,989,056) (2,325,533) (1,989,056) (2,325,533) ––––––––– ––––––––– –––––––––– ––––––––– Total cash and cash equivalents 5,169,438 14,509,679 (1,383,396) 4,672,637 ======== ======== ======== ========

25. Borrowings Group Company 2009 2008 2009 2008 RM RM RM RM Short-term borrowings

Secured:

Term loan (i) 183,930 178,974 183,930 178,974 Term loan (ii) 138,654 357,787 138,654 357,787 Term loan (iii) 20,110,509 5,108,737 20,110,509 5,108,737 Term loan (vi) 5,000,000 - 5,000,000 - –––––––––– ––––––––– ––––––––– ––––––––– 25,433,093 5,645,498 25,433,093 5,645,498 Sukuk Musharakah 35,000,000 35,000,000 35,000,000 35,000,000 Bank overdrafts 1,001,461 993,880 1,001,461 993,880 Revolving credits 25,794,835 23,830,000 - - Hire purchase payables (Note 26) 2,283,040 2,134,521 1,690,407 1,630,036 –––––––––– –––––––––– ––––––––– ––––––––– 89,512,429 67,603,899 63,124,961 43,269,414 –––––––––– –––––––––– ––––––––– ––––––––– Unsecured:

Term loan (v) 45,000,000 - 45,000,000 - Bank overdrafts 987,595 1,331,653 987,595 1,331,653 Revolving credits 3,200,000 3,500,000 3,200,000 3,500,000 Bankers’ acceptances 1,570,000 1,395,000 1,570,000 1,395,000 –––––––––– –––––––––– –––––––––– ––––––––– 50,757,595 6,226,653 50,757,595 6,226,653 –––––––––– –––––––––– –––––––––– ––––––––– 140,270,024 73,830,552 113,882,556 49,496,067 ========= ========= ========= ======== Long term borrowings

Secured:

Term loan (i) 831,643 981,327 831,643 981,327 Term loan (ii) - 78,188 - 78,188 Term loan (iii) - 5,000,000 - 5,000,000 Term loan (iv) 73,700,000 - - - –––––––––– ––––––––– ––––––––– ––––––––– 74,531,643 6,059,515 831,643 6,059,515

Sukuk Musharakah - 35,000,000 - 35,000,000 Bai Bithaman Ajil Islamic Debt Securities - 60,000,000 - - Hire purchase payables (Note 26) 1,281,910 2,048,579 297,112 956,439 –––––––––– ––––––––– ––––––––– ––––––––– 75,813,553 103,108,094 297,112 42,015,954 –––––––––– ––––––––– ––––––––– –––––––––



77

25. Borrowings (contd.) Group Company 2009 2008 2009 2008 RM RM RM RM Long term borrowings (contd.)

Unsecured:

Term loan (v) - 45,000,000 - 45,000,000 –––––––––– –––––––––– ––––––––– ––––––––– 75,813,553 148,108,094 1,128,755 87,015,954 ========= ========= ======== =======

Total borrowings

Bank overdrafts (Note 24) 1,989,056 2,325,533 1,989,056 2,325,533 Revolving credits 28,994,835 27,330,000 3,200,000 3,500,000 Bankers’ acceptances 1,570,000 1,395,000 1,570,000 1,395,000 Term loans 144,964,736 56,705,013 71,264,736 56,705,013 Sukuk Musharakah 35,000,000 70,000,000 35,000,000 70,000,000 Bai Bithaman Ajil Islamic Debt Securities - 60,000,000 - - Hire purchase payables (Note 26) 3,564,950 4,183,100 1,987,519 2,586,475 –––––––––– –––––––––– –––––––––– –––––––––– 216,083,577 221,938,646 115,011,311 136,512,021 ========= ========= ========= ========= Term loan (i) is secured by a deed of assignment over certain landed properties of the Company.

Term loan (ii) is secured by way of assignment of certain plant and machinery.

Term loan (iii) is secured by a way of assignment over contract proceeds receivable by the Company and a legal charge over the project and sinking fund accounts.

Term loan (iv) is granted to a wholly owned subsidiary to redeem the Bai Bithaman Ajil Islamic Debt Securities and to finance the Company’s purchase of land and building from an associate. The term loan is secured by a first fixed and floating charge by way of debenture over all the present and future assets, rights and interest and undertakings of the issuer, and corporate guarantee from the Company.

Term loan (v) is obtained under a Primary Collateralised Loan Obligation Programme and partly secured by Subordinated Bonds as disclosed in Note 19.

Term loan (vi) is secured by the contract proceeds receivable by the Company and a legal charge over the project and sinking fund account.

Sukuk Musharakah is secured by way of Memorandum of Charge over the Designated Accounts, assignment of the Company’s contractual rights, interest, title and benefit in the project including all proceeds arising there from and first ranking debenture comprising fixed and floating charge over the Trust Assets. A sinking fund account was created for the purpose of capturing the progressive monthly remittance of funds as disclosed in Note 24.

Bai Bithaman Ajil Islamic Debt Securities are secured by a security trust deed, a first ranking fixed and floating charge by way of debenture over all present and future assets, rights, interest and undertakings, a first ranking fixed charge over the designated accounts of a subsidiary and assignment of all the contractual benefits and rights over specified agreements and insurances.

The bank overdrafts of the Group and of the Company amounting to RM1,001,461 (2008: RM993,880) are secured by certain landed properties of a subsidiary.

The revolving credits of the Group amounting to RM25,794,835 (2008: RM23,830,000) are secured by certain landed properties of a subsidiary, pledge by way of Memorandum of Deposit over Fixed Deposit Receipt and assignment over contract proceeds receivable by the Company from its client in respect of the project financing.


78

26. Hire Purchase Payables Group Company 2009 2008 2009 2008 RM RM RM RM

Future minimum lease payments: Not later than 1 year 2,447,821 2,313,495 1,766,235 1,720,606 Later than 1 year and not later than 2 years 782,088 1,418,500 302,371 881,668 Later than 2 years and not later than 5 years 586,164 741,135 - 100,650 ––––––––– ––––––––– ––––––––– ––––––––– 3,816,073 4,473,130 2,068,606 2,702,924 Less: Future finance charges (251,123) (290,030) (81,087) (116,449) ––––––––– ––––––––– ––––––––– ––––––––– Present value of finance lease liabilities 3,564,950 4,183,100 1,987,519 2,586,475 ======== ======== ======== ======== Analysis of present value of finance lease liabilities: Not later than 1 year 2,283,040 2,134,521 1,690,407 1,630,036 Later than 1 year and not later than 2 years 729,833 1,343,815 297,112 858,419 Later than 2 years and not later than 5 years 552,077 704,764 - 98,020 ––––––––– ––––––––– ––––––––– ––––––––– 3,564,950 4,183,100 1,987,519 2,586,475 Less: Amount due within 12 months (2,283,040) (2,134,521) (1,690,407) (1,630,036) ––––––––– ––––––––– ––––––––– ––––––––– Due after 12 months 1,281,910 2,048,579 297,112 956,439 ======== ======== ======== ========

The Group has finance leases and hire purchase contracts for various items of property, plant and equipment (see Note 12).

Other information on financial risks of hire purchase and future lease liabilities are disclosed in Note 37.

27. Trade Payables Group Company 2009 2008 2009 2008 RM RM RM RM (restated)

Trade payables 34,295,393 34,964,841 18,309,566 22,367,627 Due to subcontractors on contracts 37,279,465 11,643,722 1,320 817,698 Retention sums (Note 21) 7,837,188 5,784,263 4,741,167 4,781,476 Due to subsidiaries - - 45,740,401 11,661,449 ––––––––– ––––––––– –––––––––– ––––––––– 79,412,046 52,392,826 68,792,454 39,628,250 ======== ======== ========= ======== The normal trade credit terms granted to the Group and to the Company range from 30 to 90 days.

The amount due to subsidiaries are unsecured, interest-free and have no fixed term of repayment.



79

28. Other Payables Group Company 2009 2008 2009 2008 RM RM RM RM (restated)

Sundry payables 5,556,416 3,786,809 1,004,322 293,802 Deposits 399,992 253,292 105,642 31,702 Accruals 3,915,137 3,081,836 2,149,748 1,551,049 Due to subsidiaries - - 25,639,315 125,542,726 ––––––––– ––––––––– ––––––––– –––––––––– 9,871,545 7,121,937 28,899,027 127,419,279 ======== ======== ======== ========= The amount due to subsidiaries are unsecured, interest-free and have no fixed term of repayment except for an amount of

RM4,063,809 (2008: RM3,982,835) due to a subsidiary, which bears interest at 3.50% (2008: 3.50%) per annum.

29. Deferred Tax Group Company 2009 2008 2009 2008 RM RM RM RM

At 1 January (13,024,190) (13,290,000) - - Recognised in income statement (Note 10) (5,709,531) 265,810 (5,742,775) - ––––––––– ––––––––– ––––––––– ––––––– At 31 December (18,733,721) (13,024,190) (5,742,775) - ======== ======== ======== ======

Presented after appropriate offsetting as follows:

Deferred tax assets (20,242,352) (14,046,237) (6,192,976) - Deferred tax liabilities 1,508,631 1,022,047 450,201 - ––––––––– ––––––––– ––––––––– ––––––– (18,733,721) (13,024,190) (5,742,775) - ======== ======== ======== ======

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: Property plant and Revaluation equipment of land Total RM RM RM

At 1 January 2009 820,047 202,000 1,022,047 Recognised in income statement 688,584 (202,000) 486,584 –––––––– –––––––– –––––––– At 31 December 2009 1,508,631 - 1,508,631 ======= ======= =======

At 1 January 2008 - 210,000 210,000 Recognised in income statement 820,047 (8,000) 812,047 –––––––– –––––––– –––––––– At 31 December 2008 820,047 202,000 1,022,047 ======= ======= =======


80

29. Deferred Tax (contd.)

Deferred tax liabilities of the Company: Property plant and

equipment Total RM RM

At 1 January 2009 - - Recognised in income statement 450,201 450,201 –––––––– –––––––– At 31 December 2009 450,201 450,201 ======= ======= At 1 January 2008 and 31 December 2008 - - ======= ======= Deferred tax assets of the Group:

Unused tax losses and Unabsorbed unabsorbed industrial capital building allowances allowance Total RM RM RM

At 1 January 2009 (546,237) (13,500,000) (14,046,237) Recognised in income statement (6,196,115) - (6,196,115) –––––––––– –––––––––– –––––––––– At 31 December 2009 (6,742,352) (13,500,000) (20,242,352) ========= ========= =========

At 1 January 2008 - (13,500,000) (13,500,000) Recognised in income statement (546,237) - (546,237) –––––––––– –––––––––– –––––––––– At 31 December 2008 (546,237) (13,500,000) (14,046,237) ========= ========= ========= Deferred tax assets of the Company:

Unutilised Unabsorbed business capital losses allowances Total RM RM RM

At 1 January 2009 - - - Recognised in income statement (3,488,349) (2,704,627) (6,192,976) –––––––––– –––––––––– –––––––––– At 31 December 2009 (3,488,349) (2,704,627) (6,192,976) ========= ========= ========= At 1 January 2008 and 31 December 2008 - - - ========= ========= ========= Deferred tax assets have no t been recognised in respect of the following items:


Unutilised tax losses 10,375,000 18,565,000 - 9,336,000 Unabsorbed capital allowances 1,234,000 9,906,000 - 7,418,000 ––––––––– ––––––––– ––––––––– ––––––––– 11,609,000 28,471,000 - 16,754,000 ======== ======== ======== ======== The availability of the unutilised tax losses and unabsorbed capital allowances for offsetting against future taxable profit of the

respective subsidiaries are subject to no substantial changes in shareholdings of those subsidiaries under Section 44(5A) and (5B) of Income Tax Act, 1967.



81

30. Share Capital and Share Premium

Number of Ordinary Shares of RM1 Each Amount Share Capital Share Capital

(Issued and Fully (Issued and Fully Share Paid) Paid) Premium RM RM Group/Company

At 1 January 2009 and 31 December 2009 119,106,150 119,106,150 3,558,768 ========= ========= =======

At 1 January 2008 and 31 December 2008 119,106,150 119,106,150 3,558,768 ========= ========= =======

Number of Ordinary Shares of RM1 Each Amount 2009 2008 2009 2008 RM RM

Authorised share capital

At 1 January/31 December 500,000,000 500,000,000 500,000,000 500,000,000 ========= ========= ========= =========

(i) Employees’ share option scheme (“ESOS”)

The Zecon Berhad ESOS is governed by-laws approved by the shareholders at an Extraordinary General Meeting held on 15 February 2005. The ESOS was implemented on 22 March 2005 and is to be in force for a period of 5 years from the date of implementation. At 16 October 2007, a total of 8,684,800 new ordinary shares of RM1.00 has been issued and granted listing and quotation. On 21 March 2010, the ESOS has lapsed.

31. Other Reserves Asset Revaluation Foreign Reserve- Currency Freehold Translation Warrant Total Land Reserve Reserve Reserves RM RM RM RM Group At 1 January 2009 692,832 (2,471) 4,416,854 5,107,215

Foreign currency translation - (5,123) - (5,123) –––––––– ––––––– –––––––– –––––––– At 31 December 2009 692,832 (7,594) 4,416,854 5,102,092 ======= ====== ======= =======

At 1 January 2008 692,832 (6,880) 4,416,854 5,102,806

Foreign currency translation - 4,409 - 4,409 –––––––– ––––––– –––––––– –––––––– At 31 December 2008 692,832 (2,471) 4,416,854 5,107,215 ======= ====== ======= =======


82

31. Other Reserves (contd.)

Asset Revaluation Reserve- Warrant Total Freehold Land Reserve Reserves RM RM RM Company

At 1 January and 31 December 2009 692,832 4,416,854 5,109,686 ====== ======= ======= At 1 January and 31 December 2008 692,832 4,416,854 5,109,686 ====== ======= ======= The nature and purpose of each category of reserve are as follows:

(a) Asset revaluation reserve

The asset revaluation reserve is used to record increases in the fair value of freehold land and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in equity.

(b) Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. It is also used to record the exchange differences arising from monetary items which form part of the Group’s net investment in foreign operations, where the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation.

(c) Warrant reserve

On 6 March 2007, the Company has issued renounceable right issue of 44,168,540 new Warrants (“Warrants”) at an issue price of RM0.10 per Warrant on the basis of one (1) new Warrant for every two (2) existing ordinary shares of RM1.00 each held in the Company. The Warrants were subsequently listed on the Second Board of Bursa Malaysia Securities Berhad on 13 March 2007.

32. Capital Commitments Group/Company 2009 2008 RM RM Capital expenditure: Approved and contracted for: Property, plant and equipment 11,880,000 - ======== ========33. Contingent Liability

On 12 April 2005, Zalpoint Tanah Putih Sdn. Bhd. (“ZTPSB”), a wholly-owned subsidiary of Zecon Land Sdn. Bhd. (“ZLSB”), which is in turn a wholly-owned subsidiary of the Company, was served with a Writ of Summons dated 30 March 2005 by Estatequest Sdn. Bhd. (“Sub-developer”), for damages on loss of profits totalling RM12,968,780, declaratory orders, interests and costs.

According to the Sub-developer, ZTPSB had breached the Memorandum of Agreement (“MOA”) dated 19 August 1999 entered

between ZTPSB and the said Sub-developer relating to, inter-alia, the charging of the land for the Tanah Putih Development Project (“Project”) by ZTPSB. The Sub-developer alleged that ZTPSB had failed to make partial redemption of the sub-lots or parcels allocated to the Sub-developer and as a result, they could not continue with the remaining development of the Project.

ZTPSB had instructed their solicitors, Messrs Reddi & Co Advocates, to vigorously defend the claim made by the Sub-developer.

Under the Share Sale Agreement (“SSA”) entered between the vendors of ZTPSB (“Vendors”) and ZLSB dated 15 December 2003, the Vendors had provided an indemnity clause in the SSA, to hold ZLSB harmless from and against any damages, deficiencies, losses, costs, liabilities and expenses (including legal fees and disbursements) resulting from and arising out of any breach of presentations, warranties, covenants and agreements made by the Vendors.

In addition, counter-claims were made by ZTPSB on 12 May 2005 against both the Sub-developer and directors of the Sub-developer for breach of contract and personal liability as guarantors, respectively.

The full trial has been disposed of on 13 April 2009 and the Court passed judgement on 24 April 2009 dismissing the Plaintiff’s

claim. Both the Plaintiff and ZTPSB filed Notice of Appeal on their claims and counter claims on 7 May 2009 and 19 May 2009 respectively.

As at time of reporting, the date of hearing for the cases have yet to be fixed by the Court.



83

34. Comparative figures

The presentation and classification of items in the current year financial statements have been consistent with previous financial period except that certain comparative figures of the Group and the Company for the following accounts have been restated to conform with current year’s presentation, as follows:

Previously stated Reclassification Restated RM RM RM Group At 31 December 2008

Trade receivables 104,660,505 2,774,110 107,434,615 Amount due from related companies 2,774,110 (2,774,110) - ======== ======== ======== Company

At 31 December 2008

Trade receivables 25,828,373 42,825,906 68,654,279 Other receivables 4,566,015 202,919,757 207,485,772 Amount due from related companies 170,977,117 (170,977,117) - Trade payables (27,966,801) (11,661,449) (39,628,250) Other payables (1,876,553) (125,542,726) (127,419,279) Amount due to related companies (62,435,629) 62,435,629 - ======== ======== ========35. Segmental Reporting

(a) Reporting format

The primary segment reporting format is determined to be business segments as the Group’s risks and rates of return are affected predominantly by differences in the products and services produced. No geographical analysis has been prepared as the Group’s business interests are mainly located in Malaysia. The operating businesses are organised and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and services and different markets.

(b) Business segments

The Group comprises the following main business segments:

(i) Construction - piling works, foundation engineering and building construction; (ii) Property development - property holding and development; (iii) Toll concession - operation and maintenance of toll bridge and collection of toll revenue; and (iv) Others - management services.

The directors are of the opinion that all inter-segment transactions having been entered into in the normal course of business and have been transacted on normal commercial terms.


84

Pr

oper

ty

Toll

G

roup

Cons

truc

tion

de

velo

pmen

t c

once

ssio

n O

ther

s E

limin

atio

ns

Tota

l

RM

RM

RM

RM

RM

RM

31 D

ecem

ber 2

009

Reve

nue

Sale

s to

ext

erna

l cus

tom

ers

131,

781,

835

33

4,90

3

10,2

89,7

34

162,

992

-

142,

569,

464

Inte

r-se

gmen

t sal

es

119,

107,

499

-

- 12

7,62

7

(119

,235

,126

) -

––––

––––

–––

––

––––

––––

–

––––

––––

–––

––

––––

––––

––

––––

––––

––––

––

––––

––––

––

Tota

l rev

enue

25

0,88

9,33

4

334,

903

10

,289

,734

29

0,61

9

(119

,235

,126

) 14

2,56

9,46

4

==

====

====

==

====

====

====

==

====

====

==

====

====

====

==

====

====

==

====

====

====

Re

sult

s

Se

gmen

t res

ults

(4

,131

,951

) 22

,807

,884

7,

038,

058

(1

,239

,278

) -

24,4

74,7

13

––

––––

––––

–

––––

––––

–––

––

––––

––––

–

––––

––––

––––

––

––––

––––

––

Fi

nanc

e co

sts

(1

9,55

9,83

9)Sh

are

of lo

sses

of a

ssoc

iate

s

(104

,806

)

––––

––––

––––

Profi

t bef

ore

taxa

tion

4,

810,

068

Inco

me

tax

expe

nse

1,

188,

650

––

––––

––––

––Pr

ofit f

or th

e y e

ar

5,

998,

718

==

====

==31

Dec

embe

r 200

9

Ass

ets

Se

gmen

t ass

ets

530,

929,

587

25

7,07

9,88

4

181,

181,

241

23

,257

,316

(4

84,1

83,4

71)

508,

264,

557

Inve

stm

ents

in a

ssoc

iate

s

674,

506

Una

lloca

ted

asse

ts

2,

747,

121

––

––––

––––

Tota

l ass

ets

51

1,68

6,18

4

====

====

=Li

abili

ties

Se

gmen

t lia

bilit

ies/

tota

l lia

bilit

ies

417,

749,

911

19

0,82

0,34

5

117,

398,

880

28

,837

,957

(4

29,4

53,5

13)

325,

353,

580

====

====

====

==

====

====

==

====

====

====

==

====

====

==

====

====

====

==

====

====

==

Oth

er s

egm

ent i

nfor

mat

ion

Ca

pita

l exp

endi

ture

3,

339,

127

1,

949

77

,428

1,

313,

465

-

4,73

1,96

9D

epre

ciat

ion

7,05

3,00

7

245,

984

78

,977

17

7,65

4

(2,0

00)

7,55

3,62

2A

mor

tisat

ion

26,8

43

- 13

4,50

4

- -

161,

347

Oth

er s

igni

fican

t non

-cas

h ex

pens

es:

Pro

visi

ons

3,87

3,15

7

4,30

0,00

0

- 34

6,57

7 -

8,51

9,73

4

==

====

====

==

====

====

====

==

====

====

==

====

====

====

==

====

====

==

====

====

====

36.

Segm

enta

l Rep

orti

ng (c

ontd

.)



85

Pr

oper

ty

Toll

G

roup

Cons

truc

tion

de

velo

pmen

t c

once

ssio

n O

ther

s E

limin

atio

ns

Tota

l

RM

RM

RM

RM

RM

RM

31 D

ecem

ber 2

008

Reve

nue

Sale

s to

ext

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tom

ers

147,

755,

075

-

9,19

5,92

1

221,

773

-

157,

172,

769

Inte

r-se

gmen

t sal

es

150,

104,

699

-

- 8,

460

(1

50,1

13,1

59)

-

––

––––

––––

–

––––

––––

––––

––

––––

––––

––––

––

––––

––––

––––

––

––––

––––

––––

––

––––

––––

––––

––

Tota

l rev

enue

2

97,8

59,7

74

- 9,

195,

921

23

0,23

3

(150

,113

,159

) 15

7,17

2,76

9

==

====

====

==

====

====

====

==

====

====

==

====

====

====

==

====

====

==

====

====

====

Re

sult

s

Se

gmen

t res

ults

9,

558,

399

(5

26,8

35)

6,51

4,54

1

(1,1

57,9

48)

- 14

,388

,157

––––

––––

–––

––

––––

––––

––––

––

––––

––––

––––

––

––––

––––

––––

––

––––

––––

––––

Fina

nce

cost

s

(13,

295,

070)

Sh

are

of p

rofit

of a

ssoc

iat e

s

250,

374

––

––––

–––

Profi

t bef

ore

taxa

tion

1,

343,

461

Inco

me

tax

expe

nse

(3

32,7

78)

––

––––

–––

Profi

t for

the

y ear

1,01

0,68

3

====

====

31 D

ecem

ber 2

008

Ass

ets

Se

gmen

t ass

ets

463,

523,

910

22

7,84

6,22

4

131,

563,

048

42

,724

,446

(3

91,3

44,5

27)

474,

313,

101

Inve

stm

ents

in a

ssoc

iate

s 77

9,31

2

- -

- -

779,

312

Una

lloca

ted

asse

ts

2,

828,

072

––

––––

––––

Tota

l ass

ets

47

7,92

0,48

5

====

====

Liab

iliti

es

Segm

ent l

iabi

litie

s/to

tal l

iabi

litie

s 34

0,70

4,52

9

188,

395,

380

60

,721

,409

47

,252

,982

(3

35,7

85,7

80)

301,

288,

520

====

====

===

==

====

====

==

====

====

====

==

====

====

==

====

====

====

==

====

====

==

Oth

er s

egm

ent i

nfor

mat

ion

Ca

pita

l exp

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1

6,73

5,27

4

4,19

8

153,

792

73

8,98

1

- 17

,632

,245

Dep

reci

atio

n 3,

709,

084

26

0,08

4

65,0

94

275,

568

-

4,30

9,83

0A

mor

tisat

ion

26,8

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- 17

6,41

2

- -

203,

255

Oth

er s

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fican

t non

-cas

h ex

pens

es:

Pro

visi

ons

2,74

1,32

1

211,

925

2,

860,

391

45

1,44

9

- 6,

265,

086

Im

pairm

ent i

n va

lue

of in

vest

men

t 9,

292,

832

-

- -

- 9,

292,

832

====

====

===

==

====

====

==

====

====

====

==

====

====

==

====

====

====

==

====

====

==

36.

Segm

enta

l Rep

orti

ng (c

ontd

.)


86

36.

Sign

ifica

nt re

late

d pa

rty

tran

sact

ions

Th

e fo

llow

ing

tabl

e pr

ovid

es th

e to

tal a

mou

nt o

f tra

nsac

tions

whi

ch h

ave

been

ent

ered

into

with

rela

ted

part

ies

for t

he re

leva

nt fi

nanc

ial y

ear:

A

mou

nt o

wed

A

mou

nt o

wed

A

mou

nt o

wed

A

mou

nt o

wed

Sa

les

to

Oth

er

by s

ubsi

diar

ies

by re

late

d to

sub

sidi

arie

s to

rela

ted

rela

ted

expe

nses

from

part

ies

pa

rtie

s pa

rtie

s re

late

d pa

rtie

s

RM

RM

RM

RM

RM

RM

Ag

row

ell Q

uarr

y Sd

n. B

hd.

2009

-

- 56

,014

-

- -

2008

-

- 56

,783

-

- -

IR

Con

cept

(M) S

dn. B

hd.

2009

42

3,41

9 -

- -

- -

20

08

422,

175

- -

- -

-

Sa

rmax

Sdn

. Bhd

. 20

09

- -

4,06

3,80

9 -

- 10

6,12

2

20

08

- -

3,98

2,83

5 -

- 10

6,12

2

Te

knik

PS

Sdn.

Bhd

. 20

09

- -

122,

702

- -

-

20

08

- -

131,

363

- -

-

TP

S M

edic

are

Sdn.

Bhd

. 20

09

7,31

6 -

- -

- -

2008

6,

536

- -

- -

-

ZP

M S

atu

Sdn.

Bhd

. 20

09

191,

433

- -

- -

-

20

08

348,

423

- -

- -

-

Ze

con

Aust

r alia

Pty

. Ltd

. 20

09

43,2

58

- -

- -

-

20

08

40,5

48

- -

- -

-

Ze

con

Cont

ruct

ion

Sdn.

Bhd

. 20

09

120,

982

- -

- -

-

2008

12

1,27

2 -

- -

- -

Ze

con

Cons

truc

tion

(Sar

awak

) Sdn

. Bhd

. 20

09

2,81

9,56

6 -

- -

- -

2008

1,

161,

178

- -

- -

-

Ze

con

Des

ignt

ech

Sdn.

Bhd

. 20

09

1,00

9,14

1 -

- -

- -

20

08

1,12

7,52

6 -

- -

- -

Ze

con

Ass

et S

dn. B

hd.

2009

82

6,47

7 -

- -

- -

2008

28

,394

-

- -

- -

Ze

con

Geo

t ech

nica

l Ser

vice

s Sd

n. B

hd.

2009

12

,907

,924

-

- -

- 31

9,08

4

2008

12

,170

,354

-

- -

- 15

,430

,562



87

36.

Sign

ifica

nt re

late

d pa

rty

tran

sact

ions

(con

td.)

A

mou

nt o

wed

A

mou

nt o

wed

A

mou

nt o

wed

A

mou

nt o

wed

Sa

les

to

Oth

er

by s

ubsi

diar

ies

by re

lat e

d to

sub

sidi

arie

s to

rela

t ed

rela

ted

expe

nses

from

part

ies

pa

rtie

s pa

rtie

s re

late

d pa

rtie

s

RM

RM

RM

RM

RM

RM

Ze

con

Inte

rnat

iona

l Ltd

. 20

09

6,63

4,05

0 -

- -

- -

2008

6,

279,

562

- -

- -

-

Ze

con

Mut

iara

Sdn

. Bhd

. 20

09

- -

555,

554

- -

-

20

08

- -

524,

512

- -

-

Ze

con

Land

Sdn

. Bhd

. 20

09

- -

10,9

62,2

82

-

2008

-

- 14

,589

,556

-

- -

Ze

con

Pilin

g Sd

n. B

hd.

2009

2,

149,

661

- -

- -

-

20

08

2,19

2,83

8 -

- -

- -

Ze

con

Reso

urce

s Sd

n. B

hd.

2009

14

,378

-

- -

- -

20

08

13,5

74

- -

- -

-

Ze

con

Wat

er C

orpo

ratio

n Sd

n. B

hd.

2009

-

- 45

,900

,754

-

- 95

,500

,200

20

08

- -

11,6

61,4

49

- -

88,2

62,2

49

Ze

con

Ener

gy S

dn. B

hd.

2009

2,

250,

446

- -

- -

-

20

08

1,96

8,89

7 -

- -

- -

Ze

con

Dre

dgin

g Sd

n. B

hd.

2009

20

,764

,547

-

- -

7,20

0 28

,743

,929

2008

27

,422

,101

-

- -

7,20

0 36

,010

,533

Ze

con

T oll

Conc

essi

onai

re S

dn. B

hd.

2009

38

,172

,735

-

- -

- -

20

08

- -

106,

257,

677

- -

900

Ze

con

Dem

ak Ja

ya S

dn. B

hd.

2009

4,

900,

709

- -

- -

-

2008

93

,650

,445

-

- -

- -

Ze

con

Petr

a Ja

ya S

dn. B

hd.

2009

-

- 56

7,39

1 -

- -

20

08

32,9

56,3

33

- -

- -

-

Za

lpoi

nt T

anah

Put

ih S

dn. B

hd.

2009

-

- 9,

151,

210

- -

-

2008

23

,882

,912

-

- -

- -


88

36.

Sign

ifica

nt re

late

d pa

rty

tran

sact

ions

(con

td.)

A

mou

nt o

wed

A

mou

nt o

wed

A

mou

nt o

wed

A

mou

nt o

wed

Sa

les

to

Oth

er

by s

ubsi

diar

ies

by re

late

d to

sub

sidi

arie

s to

rela

ted

rela

ted

expe

nses

from

part

ies

pa

rtie

s pa

rtie

s re

late

d pa

rtie

s

RM

RM

RM

RM

RM

RM

Ze

con

Fab

Sdn

Bhd

2009

61

3,16

8 -

- -

- -

2008

27

0,62

4 -

- -

- -

Ze

con

(Sau

di A

rabi

a) In

tern

atio

n Lt

d.

2009

46

,232

-

- -

- -

20

08

9,18

4 -

- -

- -

Ze

con

Mid

East

Ltd

20

09

14,4

82

- -

- -

-

20

08

8,05

9 -

- -

- -

M

atan

g H

ighw

ay S

dn. B

hd.

2009

16

,076

,643

-

- -

- -

20

08

38,8

90,6

51

- -

- -

-

LC

S Tr

adin

g Co

. Sdn

. Bhd

. 20

09

- 1,

030,

485

- -

- -

20

08

- 1,

074,

785

- -

- -

LC

S Eq

uipm

ent R

enta

l Sdn

. Bhd

. 20

09

- 1,

669

- -

- -

20

08

- 1,

669

- -

- -

LC

S Co

ncre

te E

ngin

eerin

g Sd

n. B

hd.

2009

-

73,3

84

- -

- -

20

08

73

,384

-

- -

-

H

alifa

x Ca

pita

l Bhd

. 20

09

- 1,

578,

305

- -

- -

2008

-

1,62

4,23

9 -

- -

-

Effi

way

Cor

pora

tion

Sdn.

Bhd

. 20

09

- -

- -

- -

2008

-

- -

- -

-

Pe

rund

ing

KAZ

Sdn

Bhd.

20

09

- 32

9,79

5 -

- -

-

2008

-

309,

135

- -

- -

A

l Qud

s Tra

vel S

dn B

hd.

2009

-

- -

- -

5,99

3

2008

-

- -

- -

12,2

72

SC

IB C

oncr

ete

2009

-

998,

722

- -

- -

M

anuf

actu

ring

Sdn.

Bhd

. 20

08

- 99

8,72

2 -

- -

718,

701

M

ary

Bolh

assa

n,

2009

-

- -

- -

3,30

3

Nor

eda

Ahm

ad &

Co.

20

08

- -

- -

- -

O

ricon

Sdn

. Bhd

. 20

09

- 3,

876,

390

- -

- -

20

08

- 8,

146,

390

- -

- -



89

36. Significant related party transactions (contd.)

The fellow subsidiaries Agrowell Quarry Sdn Bhd., IR Concept (M) Sdn Bhd., Sarmax Sdn Bhd., Teknik PS Sdn Bhd., TPS Medicare Sdn Bhd., ZPM Satu Sdn.

Bhd., Zecon Australia Pty Ltd., Zecon Contruction Sdn Bhd., Zecon Construction (Sarawak) Sdn Bhd., Zecon DesignTech Sdn Bhd., Zecon Asset Sdn. Bhd., Zecon Geotechnical Services Sdn Bhd., Zecon International Ltd., Zecon Mutiara Sdn Bhd., Zecon Land Sdn Bhd., Zecon Piling Sdn Bhd., Zecon Resources Sdn. Bhd., Zecon Water Corporation Sdn Bhd., Zecon Energy Sdn. Bhd., Zecon Dredging Sdn. Bhd., Zecon Toll Concessionaire Sdn. Bhd., Zecon Demak Jaya Sdn. Bhd., Zecon Petra Jaya Sdn. Bhd., Zalpoint Tanah Putih Sdn. Bhd., Zecon Fab Sdn Bhd., Zecon (Saudi Arabia) International Ltd., Zecon MidEast Ltd., and Matang Highway Sdn Bhd. are the subsidiaries of the Company.

During the year, the interest expense paid to Sarmax Sdn. Bhd. is RM106,122 (2008: RM106,122).

During the year, the subcontractor fees paid to Zecon Geotechnical Services Sdn. Bhd. is RM319,084 (2008: RM15,430,562).

During the year, the subcontractor fees paid to Zecon Water Corporation Sdn. Bhd. is RM95,500,200 (2008: RM88,262,249). During the year, the subcontractor fees paid to and the rental income received from Zecon Dredging Sdn. Bhd. are RM28,743,929

(2008: RM36,010,533) and RM7,200 (2008: RM7,200) respectively. During the year, the purchase of toll cards paid to Zecon Toll Concessionaires Sdn. Bhd. is RM Nil (2008: RM900). There were no other transactions with the other fellow subsidiaries during the financial year (2008: RM Nil).

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

The related parties LCS Trading Co. Sdn Bhd., LCS Metals Works Sdn Bhd., LCS Equipment Rental Sdn Bhd., LCS Concrete Engineering Sdn Bhd., and

Halifax Capital Bhd. are associated companies of the Company.

-Perunding KAZ Sdn. Bhd., Al Quds Travel Sdn Bhd., SCIB Concrete Manufacturing Sdn. Bhd., Oricon Sdn. Bhd., and Mary Bolhassan, Noreda Ahmad & Co. are companies in which the close family members of certain directors of the Company have substantial financial interests.

Datuk Hj. Zainal Abidin Bin Hj. Ahmad and Hj. Zainurin bin Hj. Ahmad have substantial financial interests in Perunding KAZ Sdn.

Bhd., Al Quds Travel Sdn Bhd., Oricon Sdn. Bhd., and Mary Bolhassan, Noreda Ahmad & Co.

Datuk Hj. Zainal Abidin Bin Hj. Ahmad has substantial financial interests in SCIB Concrete Manufacturing Sdn. Bhd.

During the year, the travel agency services fees paid to Al Quds Travel Sdn. Bhd. is RM5,993 (2008: RM12,272). During the year, the purchase of construction materials paid to SCIB Concrete Manufacturing Sdn. Bhd. is RM Nil (2008: RM718,701).

During the year, the legal and professional fees paid to Mary Bolhassan, Noreda Ahmad & Co. is RM3,303 (2008: RM Nil).


(a) Terms and conditions of transactions with related companies and related parties

The sales and purchases from related companies and related parties are made at normal market prices. Outstanding balances at the year-end are unsecured, interest-free and settlement occurs in cash. There have been no guarantees provided or received for any related party or related company receivables or payables. For the year ended 31 December 2009 and 31 December 2008, the Company has not recorded any impairment of receivables relating to amounts owed by related parties and related companies. This assessment is undertaken at each financial year through examining the financial position of the related party and related company and the market in which the related party and related company operate.


90

36. Significant related party transactions (contd.)

(b) Total remuneration of key management included in administrative expenses is: Group Company 2009 2008 2009 2008 RM RM RM RM

Directors’ remuneration (Note 9) 2,807,116 2,508,389 2,487,016 2,300,141 ======= ======= ======= =======


37. 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 Board reviews and agrees policies for managing each of these risks and they are summarised below. It is and has been throughout the year under review, the Group’s policy that no trading in derivative financial instruments shall be undertaken.

(b) Interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing financial assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates.

The Group’s interest-bearing financial assets are mainly short term in nature and have been mostly placed in fixed deposits or occasionally, in short term commercial papers.

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings.



91

37.

Fina

ncia

lIns

trum

ents

(con

td.)

(b)

Inte

rest

rate

risk

(con

td.)

Th

e fo

llow

ing

tabl

es se

t out

the

carr

ying

am

ount

s, th

e eff

ectiv

e in

tere

st ra

tes r

ange

as a

t the

bal

ance

shee

t dat

e an

d th

e re

mai

ning

mat

uriti

es o

f the

Gro

up’s

and

the

Com

pany

’s fin

anci

al in

stru

men

ts th

at a

re e

xpos

ed to

inte

rest

rate

risk

:

Mor

e

Inte

rest

W

ithi

n1

1–

22

–3

3–

44

–5

than

5

N

ote

rate

rang

eYe

ar

Year

sYe

ars

Year

sYe

ars

Year

sTo

tal

%

RM

RM

RM

RM

RM

RM

RM

A

t31

Dec

embe

r200

9

Gro

up

Fixe

dra

te

Term

loan

s 25

8.

38%

45

,000

,000

-

- -

- 73

,700

,000

11

8,70

0,00

0

Hire

pur

chas

e an

d fin

ance

leas

e

lia

bilit

ies

26

2.33

% -

7.75

%

2,28

3,04

0 72

9,83

3 34

0,96

5 13

5,32

2 75

,790

-

3,56

4,95

0

==

====

====

= ==

====

==

====

===

====

====

==

====

= ==

====

==

====

==

====

===

Fl

oati

ngra

te

Bank

ove

rdra

fts

25

6.50

% -

8.00

%

1,98

9,05

6 -

- -

- -

1,98

9,05

6

Revo

lvin

g cr

edits

25

4.

33%

- 8.

50%

28

,994

,835

-

- -

- -

28,9

94,8

35

Bank

ers’

acce

ptan

ces

25

3.12

% -

3.20

%

1,57

0,00

0 -

- -

- -

1,57

0,00

0

Term

loan

s 25

5.

85%

- 7.

60%

25

,433

,093

16

0,58

4 17

2,27

8 18

4,82

4 19

8,28

4 11

5,67

3 26

,264

,736

Su

kuk

Mus

hara

kah

25

4.80

% -

5.40

%

35,0

00,0

00

- -

- -

- 35

,000

,00

==

====

====

= ==

====

==

====

====

==

====

==

====

===

===

====

==

====

==

====

====

Co

mpa

ny

Fixe

dra

te

Term

loan

s 25

8.38

%

45,0

00,0

00

- -

- -

- 45

,000

,000

H

ire p

urch

ase

and

finan

ce le

ase

l

iabi

litie

s 26

2.

35%

- 4.

75%

1,

690,

407

297,

112

- -

- -

1,98

7,51

9

Am

ount

due

to re

late

d co

mpa

ny

28

3.50

%

4,06

3,80

9 -

- -

- -

4,06

3,80

9

==

====

====

==

====

= ==

====

= ==

====

==

====

===

====

==

====

===

====

====

Fl

oati

ngra

te

Bank

ove

rdra

fts

25

6.50

% -

8.00

%

1,98

9,05

6 -

- -

- -

1,98

9,05

6

Revo

lvin

g cr

edits

25

4.

33%

- 8.

50%

3,

200,

000

- -

- -

- 3,

200,

000

Ba

nker

s’ ac

cept

ance

s 25

3.

12%

- 3.

20%

1,

570,

000

- -

- -

1,

570,

000

Te

rm lo

ans

25

5.85

% -

7.60

%

25,4

33,0

93

160,

584

172,

278

184,

824

198,

283

115,

674

26,2

64,7

36

Suku

k M

usha

raka

h 25

4.

80%

- 5.

40%

35

,000

,000

-

- -

- -

35,0

00,0

00

==

====

====

= ==

====

==

====

====

==

====

==

====

===

====

==

====

===

====

====


92

37.

Fina

ncia

lIns

trum

ents

(con

td.)

(b)

Inte

rest

rate

risk

(con

td.)

Th

e fo

llow

ing

tabl

es se

t out

the

carr

ying

am

ount

s, th

e eff

ectiv

e in

tere

st ra

tes r

ange

as a

t the

bal

ance

shee

t dat

e an

d th

e re

mai

ning

mat

uriti

es o

f the

Gro

up’s

and

the

Com

pany

’s fin

anci

al in

stru

men

ts th

at a

re e

xpos

ed to

inte

rest

rate

risk

:

Mor

e

Inte

rest

W

ithi

n1

1–

22

–3

3–

44

–5

than

5

N

ote

rate

rang

eYe

ar

Year

sYe

ars

Year

sYe

ars

Year

sTo

tal

%

RM

RM

RM

RM

RM

RM

RM

A

t31

Dec

embe

r200

8

Gro

up

Fixe

dra

te

Term

loan

s 25

8.

38%

-

45,0

00,0

00

- -

- -

45,0

00,0

00

Hire

pur

chas

e an

d fin

ance

leas

e

lia

bilit

ies

26

2.33

% -

7.75

%

2,13

4,52

1 1,

343,

815

476,

879

197,

080

30,8

05

- 4,

183,

100

====

====

===

====

====

==

====

= ==

====

==

====

===

====

==

====

==

====

====

=

Fl

oati

ngra

te

Bank

ove

rdra

fts

25

7.50

% -

7.80

%

2,32

5,53

3 -

- -

- -

2,32

5,53

3

Revo

lvin

g cr

edits

25

1.

50%

- 6.

36%

27

,330

,000

-

- -

- -

27,3

30,0

00

Bank

ers’

acce

ptan

ces

25

3.67

% -

3.68

%

1,39

5,00

0 -

- -

- -

1,39

5,00

0

Term

loan

s 25

6.

80%

- 7.

60%

5,

645,

498

5,22

7,87

2 16

0,58

4 17

2,27

8 18

4,82

4 31

3,95

7 11

,705

,013

Bai B

itham

an A

jil Is

lam

ic D

ebt

Se

curit

ies

25

5.90

% -

8.85

%

- 4,

000,

000

5,00

0,00

0 5,

000,

000

5,00

0,00

0 41

,000

,000

60

,000

,000

Su

kuk

Mus

hara

kah

25

4.80

% -

5.40

%

35,0

00,0

00

20,0

00,0

00

15,0

00,0

00

- -

- 70

,000

,000

==

====

====

= ==

====

==

====

====

==

====

==

====

===

===

====

==

====

==

====

====

Co

mpa

ny

Fixe

dra

te

Term

loan

s 25

8.

38%

-

45,0

00,0

00

- -

- -

45,0

00,0

00

H

ire p

urch

ase

and

finan

ce le

ase

l

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93

37. Financial Instruments (contd.)

(c) Foreign currency risk The Group is exposed to currency risk in respect of its foreign investments in subsidiaries. These are, however, not

significant.

(d) Liquidity risk

The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that refinancing, repayment and funding needs are met. As part of its overall liquidity management, the Group 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 at a reasonable level to its overall debt position.

(e) Credit risk

Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Credit risk is minimised and monitored by limiting the Group’s associations to business partners with high creditworthiness. Trade receivables are monitored on an on-going basis via Group management reporting procedures.

The Group has significant exposure to certain individual customers or counter parties. However, this does not pose significant credit risk to the Group.

The Group does not have any other major concentration of credit risk related to any financial instruments.

(f) Fair value

The carrying amounts of financial assets and liabilities of the Group and Company at the balance sheet date approximated their fair values except for the followings:

2009 2008 Note Carrying Fair Carrying Fair Amount value Amount value RM RM RM RM Group Financial asset

Other investment - Quoted shares 19 316,743 275,800 316,743 241,325

====== ====== ====== ====== Financial liabilities

Hire purchase payables 26 3,564,950 3,286,382 4,183,100 4,187,045

Borrowings 25 212,518,627 195,096,603 217,755,546 189,151,085 ========= ========= ========= ========= Company

Financial asset

Other investment - Quoted shares 19 316,743 275,800 316,743 241,325 ====== ====== ====== ====== Financial liabilities

Hire purchase payables 26 1,987,519 1,974,236 2,586,475 2,578,156

Borrowings 25 113,023,792 112,954,086 133,925,546 133,488,325 ========= ========= ========= =========


94

37. Financial Instruments (contd.) (f) Fair value (contd.) The methods and assumptions used by management to determine fair values of financial instruments other than those

whose carrying amounts reasonably approximate their fair values are as follows: (i) Other investments – Quoted shares

The fair value of quoted shares is determined by reference to stock exchange quoted market bid prices at the close of the business on the balance sheet date.

(ii) Hire purchase payables

The fair values of the hire purchase liabilities are estimated by discounting the future contractual cash flows at the current interest rate available to the Group and Company for similar financial instruments.

(iii) Borrowings

The fair value has been determined using discounted estimated cash flows. The discount rates used are the current market incremental lending rates for similar types of borrowing arrangements.



95

SHARE CAPITAL

Authorised Capital : RM500,000,000.00Issued and Paid up Capital : RM119,106,150.00Class of Share : Ordinary Shares of RM1.00 each

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings Number of Shareholders Number of Shares % of Shares

Less than 100 58 2,510 0.00100 to 1,000 165 122,527 0.101,001 to 10,000 1,060 4,728,350 3.9710,001 – 100,000 307 8,643,238 7.26100,001 to less than 5% 26 25,429,050 21.355% and above 2 80,180,475 67.32

TOTAL 1,618 119,106,150 100.00

Analysis Of Shareholdings - as at 23 April 2010

SUBSTANTIAL SHAREHOLDERS AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERS

1. Dawla Capital Sdn Bhd 65,689,475 55.15 - -2. Inas Kapital Sdn Bhd 19,174,600 16.10 - -3. Digital Network Sdn Bhd 15,491,100 13.01 - -4. Datuk Haji Zainal Abidin bin Haji Ahmad 3,655,200 3.07 65,689,475* 55.15

Note:

* Deemed interested by virtue of his interest in Dawla Capital Sdn Bhd

DIRECTORS’ INTERESTS No. of Shares Held Direct % Indirect %

THE COMPANY

Datu’ Dr. Hatta bin Solhi 20,000 0.02 - -Datuk Hj Zainal Abidin bin Hj Ahmad 3,655,200 3.07 65,689,475* 55.15Datuk Dr. Hj Yusoff @ Josree bin Hj Yacob - - - -Dato’ Hj Hamzah bin Hj Ghazalli - - - -Dato’ Abdul Majit bin Ahmad Khan - - - -Hj Zainurin bin Hj Ahmad 525,000 0.44 - -Hui Kok Yuan 250,000 0.21 - -Hj Abg Azahari bin Abg Osman - - - -Jamil bin Jamaludin - - - -Poh Lik Gan @ Poh Li Thong 40,000 0.04 - -Richard Kiew Jiat Fong 63,000 0.05 - -Hj Saini bin Hj Ali - - - -Ng Weng Fatt - - - -

Note:


No. of SharesDirect Interest Deemed Interest

No. Name No. of Shares% %

96

DIRECTORS’ INTERESTS (contd.) No. of Shares Held Direct % Indirect %

RELATED COMPANIES

Teknik PS Sdn Bhd Datuk Haji Zainal Abidin bin Haji Ahmad 34,000 14.20 - -

Zecon Construction Sdn Bhd Datuk Haji Zainal Abidin bin Haji Ahmad 49 49.00 - -

Sarmax Sdn BhdDatuk Haji Zainal Abidin bin Haji Ahmad 30,000 30.00 - -

THIRTY (30) LARGEST SHAREHOLDERS

No. Name Shareholding % 1. Dawla Capital Sdn. Bhd. 65,689,475 55.15

2. Digital Network Sdn. Bhd. 14,491,000 12.17

3. HLG Nominee (Tempatan) Sdn. Bhd. 4,500,000 3.78 Assar Asset Management Sdn. Bhd. For Assar Industri Sdn. Bhd.

4. CIMB Group Nominees (Tempatan) Sdn. Bhd. 4,500,000 3.78 Pledged Securities Account For Bolhassan Bin Di @ Ahmad Bin Di

5. CIMSEC Nominees (Tempatan) Sdn. Bhd. 3,000,000 2.52 CIMB For Inas Kapital Sdn. Bhd.

6. Zainal Abidin Bin Ahmad 2,967,875 2.49

7. RHB Capital Nominees (Tempatan) Sdn. Bhd. 2,000,000 1.68 Pledged Securities Account For Bolhassan Bin Di @ Ahmad Bin Di

8. Kenanga Nominees (Tempatan) Sdn. Bhd. 2,000,000 1.68 Pledged Securities Account For Bolhassan Bin Di @ Ahmad Bin Di

9. Victor Law Thian Teck 1,000,000 0.84

10. CIMSEC Nominees (Tempatan) Sdn. Bhd. 837,225 0.70 CIMB Bank For Mohamad Safri Bin Sharkawi

11. Kenanga Nominees (Tempatan) Sdn. Bhd. 597,700 0.50 Pledged Securities Account For Zainal Abidin Bin Ahmad

12. Mayban Nominees (Tempatan) Sdn. Bhd. 587,100 0.49 Pledged Securities Account For Chee Kwok Fai

13. Zainurin Bin Ahmad 525,000 0.44 14. Kenanga Nominees (Tempatan) Sdn. Bhd. 368,450 0.31 Pledged Securities Account For Hamni Bin Juni

15. RHB Nominees (Tempatan) Sdn. Bhd. 263,400 0.22 Pledged Securities Account For Chu Chee Keung



97

No. Name Shareholding % 16. Maimunah Binti Zailani 262,600 0.22

17. Hui Kok Yuan 250,000 0.21

18. UOBM Nominees (Asing) Sdn. Bhd. 200,000 0.17 United Overseas Bank Nominees (Pte) Ltd For Gold Crystal Company Ltd

19. Ambank (M) Berhad 199,300 0.17 Pledged Securities Account For Rajalingam A/L R V R Singam

20. Law Lee Koon 197,000 0.17

21. Toh Beng 188,900 0.16

22. Lee Cher Keam 188,500 0.16

23. Mayban Securities Nominees (Tempatan) Sdn. Bhd. 160,000 0.13 Pledged Securities Account For Tan Sok Hui

24. Inter-Pacific Equity Nominees (Asing) Sdn. Bhd. 153,000 0.13 Pledged Securities Account For Chin Hoi @ Chin Pek Hoi

25. Mayban Securities Nominees (Tempatan) Sdn. Bhd. 138,000 0.12 Pledged Securities Account For Kua Bee Keng

26. Low Siew Ean 122,000 0.10

27. Ong Kian Lim 120,000 0.10

28. Khoo Lin 103,000 0.09

29. Mayban Securities Nominees (Tempatan) Sdn. Bhd. 100,000 0.08 Pledged Securities Account For Seow Hee Yoong

30. Choong Thiam Fatt 100,000 0.08

TOTAL 105,809,525 88.84


98

Analysis Of Warrant Holdings - as at 23 April 2010

No. of Warrants in issued : 44,168,540Exercise Price of Warrants : RM1.06Expiry Date of Warrants : 05 March 2017Voting Rights : One Vote per warrant held

Size of warrant holdings Number of warrant holders Number of Warrants % of Warrants

Less than 100 13 580 0.00100 to 1,000 87 70,650 0.161,001 to 10,000 499 2,394,330 5.4210,001 – 100,000 234 8,003,580 18.12100,001 to less than 5% 55 12,554,020 28.425% and above 1 21,145,380 47.88

Total 889 44,168,540 100.00

SUBSTANTIAL WARRANT HOLDERS AS PER REGISTER OF SUSTANTIAL WARRANT HOLDERS

1. Dawla Capital Sdn Bhd 21,145,380 47.87 - -2. Datuk Haji Zainal Abidin bin Haji Ahmad 316,330 0.72 21,145,380* 47.87

Note:


LIST OF DIRECTORS’ WARRANT HOLDINGS No. of Warrants Held Direct % Indirect %

1. Datuk Haji Zainal Abidin bin Haji Ahmad 316,330 0.72 21,145,380* 47.87

2. Datu Dr. Hatta bin Solhi 8,000 0.02 - -

Note:


No. of WarrantsDirect Interest Deemed Interest

No. Name No. of Warrants% %

THIRTY (30) LARGEST WARRANT HOLDERS

No. Name Warrant Holders %

1. Dawla Capital Sdn. Bhd. 21,145,380 47.88

2. Mohd Fauzi Bin Mohd Anuar 1,000,000 2.26

3. Lee Mee Kuen 961,600 2.18

4. Digital Network Sdn. Bhd. 633,000 1.43

5. Kenanga Nominees (Tempatan) Sdn. Bhd. 615,500 1.39 Pledged Securities Account For Hamni Bin Juni

6. OSK Nominees (Tempatan) Sdn. Bhd. 500,800 1.13 Pledged Securities Account For Pang Swee Chien

7. Saw Guat Ngoh 481,200 1.09

8. Liew Yoke Ling 383,000 0.87

9. Leong Hon Wah 380,000 0.86

10. Chang Van Leong 350,800 0.79


99

No. Name Warrant Holders % 11. Ong Chai Kin 306,500 0.69

12. HDM Nominees (Tempatan) Sdn. Bhd. 260,000 0.59 UOB Kay Hian Pte Ltd For The Kee Hong

13. Inter-Pacific Equity Nominees (Tempatan) Sdn. Bhd. 245,500 0.56 Pledged Securities Account For Liang Tek Ling

14. Lee Kim Seng 230,000 0.52

15. Yeap Mee Yoke 225,000 0.51

16. Cimsec Nominees (Tempatan) Sdn. Bhd. 200,020 0.45 CIMB Bank For Hasnandi Bin Mohamad Jennis 17. Lam Pun Ying 200,000 0.45 18. Affin Nominees (Tempatan) Sdn. Bhd. 200,000 0.45 Pledged Securities Account For Phua Sin Mo 19. Chan Chin Sun 200,000 0.45 20. Zainal Abidin Bin Ahmad 188,000 0.43 21. Lee Soi Gek 182,600 0.41 22. Mohd Hadi Bin Mohamed Anuar 176,000 0.40 23. Tan Yee Sen 175,00 0.40 24. HLG Nominee (Tempatan) Sdn. Bhd. 171,100 0.39 Pledged Securities Account For Teo Ah Seng

25. AIBB Nominees (Tempatan) Sdn. Bhd. 170,000 0.38 Pledged Securities Account For Phua Sin Mo 26. Tan Yee Kong 168,000 0.38

27. Mohd Seth Bin Haron 167,000 0.38

28. Ng Boon Cheong @ Eng Boon Cheong 165,000 0.37

29. Lee Cher Keam 159,200 0.36

30. Mayban Securities Nominees (Tempatan) Sdn. Bhd. 158,000 0.36

TOTAL 30,398,200 68.80

Analysis Of Warrant Holdings - as at 23 April 2010

100

List of Properties

LOCATION AREA TENuRE DESCRIPTION YEAR OF EXISTING NET BOOK VALuE ACQuISITION uSE 31/12/2009 (RM)

Lot462,463&464,Block15, 788.0 Leasehold(99years), LeaseholdLand 1999 Commercial& 73,243,200

SalakLandDistrict, hectare MixedZoneLand, Residential

Kuching,Sarawak expiringinYear2098 Development

Lot4871,Block18, 39.2 Leasehold(99years), LeaseholdLand 1999 Commercial& 33,714,909

SalakLandDisctrict, hectare MixedZoneLand, Residential

Kuching,Sarawak expiringinYear2098 Development

Lot742,Section64, 7.9 Leasehold(99years), LeaseholdLand 1999 Commercial& 23,169,333

KTLD,Kuching, hectare MixedZoneLand, Residential

Sarawak expiringinYear2098 Development

Lot2260,Block233, 7,831.0 Leasehold(60years), LeaseholdLand 1988 Residential 240,629

KuchingNorthLand sqmetre MixedZoneLand,

expiringinYear2048

CrownLand, 3.9 Leasehold(99years), LeaseholdLand 1991 VacantLand 581,647

LotNo.10049,16thMile, hectare MixedZoneLand,

SimanggangRoad, expiringinYear2054

KuchingTownLandDistrict

SublotNo.54,Lot530 773.8 Leasehold(60years), DetachedLot 2005 VacantLand 130,000

ofBlock6,MatangLand sqmetre MixedZoneLand,

District expiringinYear2026

SublotNo.84,TitleLot7907, 174.2 Leasehold(60years), Double-Storey 1994 Residential 138,687

PelitaHeights,Kuching sqmetre MixedZoneLand, TerraceHouse

Sarawak expiringinYear2054

LotNo.9071,Section64, 370.0 Leasehold(60years), 4-Storey 1995 OfficePremise 448,896

TabuanDayak, sqmetre MixedZoneLand, Intermediate

KuchingSarawak expiringinYear2055 Shophouse

ParcelNos297-2-1&297-2-2 647.2 StrataTitle CommercialTower 2000 OfficePremises 1,537,107

(Level2)RiverbankSuitesand sqmetre

CommercialTowerofParent

Lots192,193,293and296

Section48KTLD

KuchingSarawak

PrivateLotNo.5,6&7 2,038.9 Leasehold(60years), 3-StoreyCorner 2005 OfficePremises 2,770,000

Lot1406-1463 sqmetre MixedZoneLand ShopHouses

1465&PartofLot1472of

Block14,SalakLandDistrict


101

LOCATION AREA TENuRE DESCRIPTION YEAR OF EXISTING NET BOOK VALuE ACQuISITION uSE 31/12/2009 (RM)

Lot948,SerianTownDistrict 95.0 Leasehold(60years), 2-StoreyCorner 2002 Vacant 200,000

sqmetre MixedZoneLand ShopHouse

ParcelNo.6B,6C,6D,6E&10A 717.2 StrataTitle Apartments 2006 Vacant 1,905,380

Lot264ofBlock2, sqmetre

JalanSalakDistrict

Unit1-1A,1-2A,1-9,2-1,

4-1,4-2,5-9,6-8,6-9

ofBlockB6&B7, 1,400.6 StrataTitle Commercial 2002 Vacant 2,104,938

JalanKwongLeeBank, sqmetre centre

Kuching

ParcelNo.2A-11-2, 361.8 StrataTitle Officesuite 2006 OfficePremise 1,611,644

11thFloorPlazaSentral sqmetre

KLBuildingNo.Block2A,

Lot78,Section70,

KualaLumpur

Parcel,A-20-01,BlockA, 133.2 StrataTitle Condominium 2008 CorporateUse 712,693

Level20,Suasana sqmetre

SentralCondominium,

JalanStesenSentral5,

KLSentral,50470,

KualaLumpur

H.S.(D)262661 15,679.9 Freehold Freehold 2009 Comercial 7,350,000

No.P.T.D56992 sqmetre Land Development

MukimTebrau,

DaerahJohorBahru,

NegeriJohorDarulTakzim

List of Properties

102

Notice Of Annual General Meeting

1. To receive the Audited Financial Statements for the financial year ended 31 December 2009 and the Reports of the Directors and Auditors thereon.

2. To approve the payment of Directors’ fees in respect of the financial year ended 31 December 2009 amounting to RM213,000-00.

3. To re-elect the following Directors who retire in accordance with Article 87 of the Company’s Articles of Association and being eligible, offer themselves for re-election:-

i) Dato’ Majit bin Ahmad Khan

ii) Haji Abg Azahari bin Abg Osman

iii) Jamil bin Jamaludin

4. To re-elect Ng Weng Fatt who retires in accordance with Article 92 of the Company’s Articles of Association and, being eligible, offer himself for re-election.

5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration for the ensuing year.

As Special Business

To consider and if thought fit, pass the following resolutions as Ordinary Resolution:-

6. AUThoRITY To ISSUe ShAReS PURSUAnT To SecTIon 132D oF The coMPAnIeS AcT, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965 and subject always to the approval of the relevant authorities, the Directors of the Company be and are hereby empowered to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit, including but not limited to such shares as may be issued pursuant to the Employees’ Share Option Scheme provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued 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 in force until the conclusion of the next Annual General Meeting of the Company.”

7. PRoPoSeD ReneWAL oF ShARehoLDeRS’ MAnDATe FoR RecURRenT ReLATeD PARTY TRAnSAcTIonS oF A ReVenUe oR TRADInG nATURe (“Proposed Renewal of Shareholders’ Mandate”)

“ThAT, subject always to the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Company and its subsidiary companies shall be mandated to enter into the category of recurrent transactions of a revenue or trading nature and with those related parties under Section 2.3 (a) of the Circular to shareholders dated 27 May 2010, provided that the transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company.

ThAT the authority conferred by the Proposed Renewal of Shareholders’ Mandate shall only 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 by a resolution passed at that meeting, the authority is renewed;

b) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or

noTIce IS heReBY GIVen ThAT the Twenty-Fifth (25th) Annual General Meeting (“AGM”) of Zecon Berhad (“Zecon” or “the Company”) will be held at Conference Room, 8th Floor, Menara Zecon, No. 92, Lot 393, Section 5 KTLD, Jalan Satok, 93400 Kuching, Sarawak on Wednesday, 23rd June 2010 at 11.00 a.m. for the following purposes:

AGenDA

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 8

Resolution 7


103

Notice Of Annual General Meeting

c) revoked or varied by resolution passed by the shareholders in general meeting,

whichever is earlier;

AnD ThAT the Directors of the Company and its subsidiaries be and are hereby authorised to complete and do such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.”

8. PRoPoSeD ADDITIonAL ShARehoLDeRS’ MAnDATe FoR RecURRenT ReLATeD PARTY TRAnSAcTIonS oF A ReVenUe oR TRADInG nATURe (“Proposed neW Shareholders’ Mandate”)

“ThAT, subject always to the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa

Securities”), the Company and its subsidiary companies shall be mandated to enter into the category of recurrent transactions of a revenue or trading nature and with those related parties under Section 2.3 (b) of the Circular to shareholders dated 27 May 2010, provided that the transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company.

ThAT the authority conferred by the Proposed Additional Shareholders’ Mandate shall only continue to be in force until:-

a) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at that meeting, the authority is renewed;

b) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or

c) revoked or varied by resolution passed by the shareholders in general meeting,

whichever is earlier;

AnD ThAT the Directors of the Company and its subsidiaries be and are hereby authorised to complete and do such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.”

9. To transact any other ordinary business of which due notice shall have been given in accordance with the Company’s Articles of Association and the Companies Act, 1965.

By order of the Board

Koh Fee Lee (MAICSA 7019845)Lim Poh Yen (MAICSA 7009745)Company Secretaries

Kuching

Dated : 27 May 2010 Notes :

1. Appointment of Proxy

i) A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company and provision of Section 149 (1) (b) of the Companies Act, 1965 shall not apply to the Company.

ii) Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy.

104

Notice Of Annual General Meetingiii) The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing,

or if the appointor is a corporation, either under its Common Seal or under the hand of an officer or attorney duly authorised.

iv) The instrument appointing a proxy must be deposited at the registered office of the Company at 8th Floor, Menara Zecon, No. 92, Lot 393, Section 5 KTLD, Jalan Satok, 93400 Kuching, Sarawak not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

2. explanatory notes on Special Business

i) ordinary Resolution 7 - Authority to issue shares pursuant to Section 132D of the companies Act, 1965

The proposed Resolution 7, if passed, will empower the Directors to issue shares up to an aggregate amount not exceeding 10% of the issued share capital of the Company for the time being, for such purposes as the Directors consider would be in the interests of the Company including but not limited to such shares as may be issued pursuant to the Employees’ Share Option Scheme approved at the Extraordinary General Meeting held on 15 February 2005. This authority unless revoked or varied at a general meeting will expire at the next Annual General Meeting.

The Company has not issued any new shares pursuant to Section 132D of the Companies Act, 1965 under the general authority which was approved by the shareholders of the Company at the 24th AGM held on 18 June 2009 and which will lapse at the conclusion of the 25th AGM to be held on 27 May 2010. A renewal of this authority is being sought at the 25th AGM under Ordinary Resolution 7.

ii) a) ordinary Resolution 8 - Proposed Renewal of Shareholders’ Mandate

b) ordinary Resolution 9 - Proposed Additional Shareholders’ Mandate

The proposed Resolutions 8 & 9, if passed, will authorise the Company and its subsidiaries to enter into recurrent transactions pursuant to Paragraph 10.09 of the Listing Requirement of Bursa Malaysia Securities Berhad involving the interests of related parties, which are of a revenue or trading nature, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company. Further information on the Proposed Renewal of Shareholders’ Mandate and the Proposed Additional Shareholders’ Mandate are set out in the Circular to shareholders dated 27 May 2010,which is despatched together with the Company’s Annual Report 2009.


105

Statement Accompanying Notice of Annual General Meeting pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad

The Directors who are standing for re-election at the 25th AGM are as follows:

Article 87

i) Dato’ Majit bin Ahmad Khan ii) Haji Abg Azahari bin Abg Osman iii) Jamil bin Jamaludin Article 92

i) Ng Weng Fatt

The details of the above Directors are set out in the Directors’ Biodata on pages 12 to 18 of this Annual Report and their shareholdings in the Company are set out in the Directors’ shareholdings which appeared on page 98 of this Annual Report.

I/We

NRICNo./PassportNo./CompanyNo.

of

beingamember/membersofZECON BERHADherebyappoint

NRICNo./PassportNo./CompanyNo.

of orfailinghim/her,theChairmanofthemeetingasmy/ourproxytovoteforme/usonmy/ourbehalfattheTwenty-FifthAnnualGeneralMeetingoftheCompanytobeheldatConferenceRoom,8thFloor,MenaraZecon,No.92,Lot393,Section5KTLD,JalanSatok,93400Kuching,SarawakonWednesday,23June2010at11.00a.mandanyadjournmentthereof.

My/Ourproxyistovoteasindicatedbelow:-

PROXY FORM

ZECON BERHAD(134463-X)(IncorporatedinMalaysia)

No.ofShares

(PLEASEUSEBLOCKLETTERS)

RESOLuTIONS

1. PaymentofDirectors’fees

2. Re-electionofDirector–Dato’MajitbinAhmadKhan

3. Re-electionofDirector–HajiAbgAzaharibinAbgOsman

4. Re-electionofDirector–JamilbinJamaludin

5. Re-electionofDirector–NgWengFatt

6. AppoinmentofAuditorsandauthorisingDirectorstofixtheirremuneration

7. AuthoritytoissuesharespursuanttoSection132DoftheCompaniesAct,1965

8. ProposedRenewalofShareholders’MandateforRecurrentRelatedPartyTransactions.

9. ProposedAddtionalShareholers’MandateforRecurrentRelatedPartyTransactions.

FOR AGAINST

Pleaseindicatewith“X”intheappropriatespaceshowyouwishyourvotetobecast.Ifyoudonotindicatehowyouwishyourproxytovoteonanyresolution,theproxyshallvoteashethinksfit,orathisdiscretion,abstainfromvoting.

Signedthis dayof ,2010 SignatureofShareholder

Notes :

1) Amemberentitledtoattendandvoteatthismeetingisentitledtoappointaproxyorproxiestoattendandvoteinhisstead.AproxyneednotbeamemberoftheCompanyandprovisionofSection149(1)(b)oftheCompaniesAct,1965shallnotapplytotheCompany.

2) Whereamemberappointsmorethanoneproxy,theappointmentshallbeinvalidunlesshespecifiestheproportionsofhisshareholdingstoberepresentedbyeachproxy.

3) Theinstrumentappointingaproxyshallbeinwritingunderthehandoftheappointororhisattorneydulyauthorisedinwriting,oriftheappointorisacorporation,eitherunderitsCommonSealorunderthehandofanofficerorattorneydulyauthorised.

4) TheinstrumentappointingaproxymustbedepositedattheregisteredofficeoftheCompanyat8thFloor,MenaraZecon,No.92,Lot393,Section5,KTLD,JalanSatok,93400Kuching,Sarawaknotlessthanforty-eight(48)hoursbeforethetimeappointedforholdingthemeetingoranyadjournmentthereof.

1st fold here

2nd fold here

ZECON BERHAD(134463-X)

8thFloor,MenaraZecon,No.92Lot393,Section5KTLD,JalanSatok,93400Kuching,Sarawak,Malaysia.

STAMP

construction company

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