18, Jalan Limbungan, Off Jalan Chain Ferry, 12100 …...2011/08/26 · NOTiCE iS HErEBY givEN that...

18, Jalan Limbungan, Off Jalan Chain Ferry, 12100 Butterworth.

CONTENTS

NOTiCE Of aNNual gENEral mEETiNg 2 - 3

COrpOraTE iNfOrmaTiON 4

COrpOraTE STruCTurE 5

prOfilE Of dirECTOrS 6 - 8

STaTEmENT ON COrpOraTE gOvErNaNCE 9 - 14

addiTiONal COmpliaNCE iNfOrmaTiON 15 - 16

audiT COmmiTTEE rEpOrT 17 - 19

STaTEmENT ON iNTErNal CONTrOl 20

grOup maNagiNg dirECTOr’S STaTEmENT 21

fiNaNCial STaTEmENTS 22 - 89

liST Of prOpErTiES OWNEd BY THE grOup 90 - 91

SHarEHOldiNgS STaTiSTiCS 92 - 94

prOxY fOrm ENClOSEd

SEE Hup CONSOlidaTEd BErHad (391077–v)

2 SEE Hup CONSOlidaTEd BErHad (391077-v) aNNual rEpOrT 2010

NOTiCE iS HErEBY givEN that the fifteenth annual general meeting of the shareholders of the Company will be held at Berjaya 2, level 7, Berjaya georgetown Hotel, Jalan Burma, 10350 penang on Tuesday, 20 September 2011 at 9:45 a.m. for the following purposes:-

As Ordinary Businesses

1. To receive the audited financial Statements for the year ended 31 march 2011 and the reports of directors and auditors thereon.

2. To re-elect the following directors who retire in accordance with article 96 of the Company’s articles of association :-

a) lee Hean Huat

b) lee Hean Beng

Ordinary resolution 1


3. To approve directors’ fees of rm50,000 for the year ended 31 march 2011. Ordinary resolution 3

4. To re-appoint messrs Kpmg as auditors of the Company for the ensuing year and to authorise the directors to fix their remuneration.


5.

i)

As Special BusinessesTo consider, and if thought fit, to pass the following Ordinary Resolutions:-

Ordinary resolution

POWER TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

“THAT, pursuant to Section 132d of the Companies act, 1965 and subject to the approval of the relevant authorities, the directors 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 provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total 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 the Bursa malaysia Securities Berhad and that such authority shall continue in force until the conclu-sion of the annual general meeting commencing next after the date on which the approval was given; or the expiration of the period within which the next annual general meeting after that date is required by law to be held whichever is earlier; but any approval may be previously revoked or varied by the Company in general meeting.”


ii) Ordinary resolution

PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS AND THE PROVISION OF FINANCIAL ASSISTANCE

“THAT, for purposes of paragraph 10.09 of Chapter 10 of the listing requirements of Bursa malaysia Securities Berhad, approval be given for the Company and its subsidiaries to enter into any of the category of recurrent related party transactions of a revenue or trading nature and the provision of financial assistance between related parties as set forth in section 2.6 of the Circular to Shareholders dated 26 august 2011 provided that such transactions are neces-sary for the day-to-day operations and they are carried out in the ordinary course of business on normal commercial terms not more favourable to the related parties than those generally available to the public and not to the detr iment of minority shareholders; AND THAT disclosure will be made in the annual report of the aggregate value of transactions conducted during the financial year; AND THAT the directors be and are hereby empowered to do all such acts and things (including executing all such documents as may be required) as they may consider to be expedient or necessary to give full effect to the shareholders’ mandate with full powers to assent to any condition, modification, revaluation, variation and/or amendment as may be imposed by the relevant authorities; AND FURTHER THAT such mandate shall commence upon passing of this ordinary resolution and shall expire at the conclusion of the next annual general meeting of the Company following the passing of this ordinary resolution or the expiration of the period within which the next annual general meeting 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) unless revoked or varied by resolution passed by the shareholders of the Company in a general meeting, whichever is the earlier.”


6. To transact any other business of which due notice shall have been given.

NOTICE OF ANNUAL GENERAL MEETING

aNNual rEpOrT 2011 SEE Hup CONSOlidaTEd BErHad (391077-v) 3

BY ORDER OF THE BOARD

lam vOON KEaN (mia 4793)Company Secretary

penang, 26 august 2011

Notes:

1. a member may appoint up to 2 proxies to attend on the same occasion. a proxy may but need not be a member and the provisions of Section 149(1)(b) of the act shall not apply to the Company. if a member appoints 2 proxies, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.

2. Where a member of the Company is an authorised nominee as defined under the Central depositories act, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, either under corporation’s seal or under the hand of an officer or attorney duly authorised.

4. To be valid, the proxy form must be deposited at the Company’s registered Office at Suite 2-1, 2nd floor, menara penang garden, 42a Jalan Sultan ahmad Shah, 10050 penang, not less than 48 hours before the time appointed for holding the meeting.

Explanatory Notes on Special Businesses :

1. The proposed resolution 5 is for the purpose of granting a renewed general mandate (“general mandate”) and empowering the directors of the Company, pursuant to Section 132d of the Companies act, 1965 to issue and allot new shares in the Company from time to time provided that the aggregate number of shares issued pursuant to the general mandate does not exceed 10% of the issued and paid-up share capital of the Company for the time being. The general mandate, unless revoked or varied by the Company in general meeting, will expire at the next annual general meeting of the Company.

as at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the directors at the last annual general meeting held on 15 September 2010 and which will lapse at the conclusion of the fifteenth annual general meeting.

The general mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

2. The proposed resolution 6 if passed, will approve the shareholders’ mandate on recurrent related party transactions and the provision of financial assistance and allow the Company and its subsidiaries to enter into recurrent related party transactions in accordance with Chapter 10 of the listing requirements of Bursa malaysia Securities Berhad. This approval shall continue to be in force until the conclusion of the next annual general meeting or the expiration of the period within which the next annual general meeting is required by the law to be held or revoked/varied by resolution passed by the shareholders in general meeting whichever is the earlier.

Statement Accompanying Notice of Annual General Meeting (pursuant to paragraph 8.27(2) of the listing requirements of Bursa malaysia Securities Berhad)

1. No individual is seeking election as a director at the forthcoming fifteenth annual general meeting of the Company.

NOTICE OF ANNUAL GENERAL MEETING (CONT’d)


BOARD OF DIRCTORSlee Chor min

Group Managing Directorlee Hean Huat

Non–Independent Executive Directorlee Hean Beng

Non–Independent Executive DirectorHaji Shamsul ariffin B. mohd Nor

Non–Independent Executive DirectorHaji muhadzir Bin mohd. isa

Non–Independent Executive Directorlim Swee aun

Non–Independent Non–Executive DirectorBee Sieong Heng

Non–Independent Non–Executive DirectorNg Shiek Nee

Independent Non–Executive Directorloo Kam Weng

Senior Independent Non–Executive DirectorTeh Tet Siem

Independent Non–Executive Director

AUDIT COMMITTEENg Shiek Nee

Chairmanloo Kam WengBee Sieong Heng

NOMINATING COMMITTEE

loo Kam Weng Chairman

Ng Shiek NeeTeh Tet Siem

REMUNERATION COMMITTEE

lee Chor min Chairman

loo Kam WengTeh Tet Siem

SECRETARYlam voon Kean

MIA 4793

AUDITORS

KpmgChartered accountants1st floor, Wisma penang garden42, Jalan Sultan ahmad Shah10050 penang

REGISTERED OFFICE

Suite 2–1, 2nd floormenara penang garden42a Jalan Sultan ahmad Shah10050 penangTel: 04–2294390fax: 04–2265860

PRINCIPAL PLACE OF BUSINESS

18 Jalan limbunganOff Jalan Chain ferry12100 ButterworthTel: 04–3105454fax: 04–3312190Website: www.seehup.com.my

REGISTRARS

plantation agencies Sdn BerhadStandard Chartered Bank ChambersBeach Street, 10300 penangTel: 04–2625333fax: 04–2622018

PRINCIPAL BANKERS

amBank (m) BerhadCimB Bank Berhadmalayan Banking BerhadrHB Bank BerhadHong leong Bank Berhad

STOCK EXCHANGE LISTING

main market of Bursa malaysia Securities Berhad

CORPORATE INFORMATION


see Hup consolidated berHad(company no. : 391077–V)(incorporated in Malaysia)

CORPORATE STRUCTURE

SH global freight Sdn Bhd (75%)(formerly known as dyna Elegan Sdn Bhd)

perkapalan maritime Sdn Bhd (49%)

Tanjung marine Sdn Bhd (49%)

SH link international Sdn Bhd (54%)

SH freight Services Sdn Bhd (50%)

TransportationServices division

See Hup Transport Company Sdn Bhd (100%)

See Hup Transport (Kl) Sdn Bhd (100%)

Jentanian Transport and forwarding Sdn Bhd (100%)

Butterworth Transport Company Sendirian Berhad (100%)

SH logistics (m) Sdn Bhd (50.1%)

See Hup pioneer logistics (Thailand) Co ltd (45.5%)

freight forwarding division

machinery Hire & Cargo Handling division

See Heng Company Sdn Bhd (100%)

Bentara dermaga Sdn Bhd (80.32%)

prosper power Sdn Bhd (54%)

mazs marketing (m) Sdn Bhd (76.85%)Bonded Warehouse &

Haulage division

agriplex (m) Sdn Bhd (70%)

See Hup pioneer logistics Sdn Bhd (56.5%)

SH Haulage Sdn Bhd (70%)

property division limsa Ekuiti Sdn Bhd (100%)

Sinar Sempurna Sdn Bhd (100%)

Shiua Chyuan precision industrial (m) Sdn Bhd (100%)

leong Hin Equipment (m) Sdn Bhd (40%)

maintenance and Servicing division Chuan Eng Teik (m) Sdn Bhd (100%)


Lee Chor MinGroup Managing DirectorNon–Independent Executive Director

aged 36, malaysian. He was appointed to the Board on 2 april 2004 and subsequently as group managing director on 30 may 2008. He holds a Bachelor of Business (international Trade) degree from university of monash and a masters degree in applied finance from university of melbourne in australia.

He started his career in the banking industry prior to joining See Hup. With his extensive experience in the logistics industry, he plays an active role in the strategic business planning of various divisions of See Hup group.

He is also the Chairman of the remuneration Committee and a member of the ESOS Option Committee.

Lee Hean HuatNon–Independent Executive Director

aged 63, malaysian. He has been with the group since 1971 after completing his secondary school education. He was appointed to the Board on 18 November 1997. He also serves as the Chairman of the ESOS Option Committee. With his extensive experience in the logistics industry, he plays an active role in the strategic business planning of various divisions of the group, namely maintenance & servicing, property, equipment hiring, warehousing and bulk cargo handling.

Lee Hean BengNon–Independent Executive Director

aged 58, malaysian. He joined the group in 1972 as an executive after completing his secondary school education and was subsequently appointed as an Executive director on 18 November 1997. With his extensive experience in marketing and business development, he is vested with the responsibility of maintaining customer relationships. as Executive director, he is also actively involved in overseeing the operations of the group. He is also a member of the ESOS Option Committee.

Lim Swee Aun Non–Independent Non–Executive Director

aged 47, malaysian. He was appointed to the Board on 28 November 2006. He graduated from university fung Chia, Taiwan with a diploma in Construction Engineering. He has extensive experience in various business sectors, including property development.

He is currently the Executive Chairman of limsa group of Companies that is involved in property development.

Bee Sieong HengNon–Independent Non–Executive Director

aged 45, malaysian. He was appointed to the Board on 29 may 2007. He is also a member of the audit Committee. He graduated with a Bachelor of accounting (Honours) degree from university of malaya. He is a member of malaysian institute of accountants and malaysian institute of Certified public accountants.

presently, he also serves on the Boards of various private companies of limsa group.

PROFILE OF DIRECTORS


Haji Shamsul Ariffin bin Mohd. Nor, DSM, KMN, AMNNon–Independent Executive Director

aged 65, malaysian. He holds a Bachelor of arts (Honours) degree from universiti Sains malaysia and a masters degree in Business administration from universiti Kebangsaan malaysia. He was appointed to the Board on 19 april 2001. He has served in various capacities in the public service including assistant Secretary and principal assistant Secretary in the ministry of land & regional development, Senior assistant director to the director general of the land & mine department and director of Enforcement road of the Transport department, malaysia. He was also a Board member of perbadanan Niaga fElda, NarSCO Bhd., NaSprO Sdn. Bhd., NarSCO properties Sdn. Bhd., NarSCO management Services Sdn. Bhd. and Commercial vehicle licensing Board.

Haji Muhadzir bin Mohd. Isa, BKM, AMN, JPNon–Independent Executive Director

aged 62, malaysian. He graduated from Cranfield School of management in london with a Bachelor of arts degree. He was appointed to the Board on 18 November 1997. He is involved in the management of the bonded warehousing and bonded trucking division of the group and is also the Chairman for the Custom Consultative panel, State of Kedah. He was a lecturer at the National institute of public administration and held the posts of Councilor for Sungai petani municipality and Secretary for the umNO merbok division. He was also the Chairman of Kedah Bumiputra manufacturer group (gipB) and Kedah manufacturer group (gpK) and a member of the State of Kedah industrial Committee.

Loo Kam Weng, DJN, PKT, PJK, PJMSenior Independent Non–Executive Director

aged 68, malaysian. He graduated from university of malaya in 1966 with a Bachelor of arts degree and was appointed to the Board on 20 august 2001 and is currently the Senior independent Non–Executive director of the Company. He is also a member of the audit Committee, remuneration Committee and Nominating Committee. He retired from the government service in 1998 after serving 32 years in the State and local government administration in penang. during his service with the State government (1966–1972) he held various senior administrative positions at district and state levels. He was with the municipal Council in Seberang perai from 1972–1998. His last appointment was municipal Secretary at the majlis perbandaran Seberang perai.

Teh Tet SiemIndependent Non–Executive Director

aged 58, malaysian. He was appointed to the Board on 2 april 2004. He graduated from Taiwan with a Bachelor of Commerce (Business administration) degree. He is a member of the Nominating Committee and remuneration Committee. Currently he is involved in his own property development business.

Ng Shiek NeeIndependent Non–Executive Director

aged 44, malaysian. She was appointed to the Board on 16 may 2001. She is also the Chairman of the audit Committee and a member of the Nominating Committee. She is a fellow of the association of Chartered Certified accountants (aCCa). She started her career with Ernst & Young in melaka before she left to pursue a career in the commercial sector. She has since held senior management positions in a wide range of businesses. She is also a part–time lecturer to aCCa students in Sinar College, melaka.

PROFILE OF DIRECTORS (CONT’d)


NB: i) Family relationships with any director and/or major shareholder

Directors Relationshiplee Chor min Nephew of lee Hean Huat and lee Hean Beng.lee Hean Huat

lee Hean Huat and lee Hean Beng are brothers. They are uncles of lee Chor min.lee Hean BengMajor shareholders Relationshipdato’ lee Hean guan

parents of lee Chor min.datin Chan Kooi Chenglee Hean Huat

uncles of lee Chor min.lee Hean Benglee Hean Teiklee Hean Seng

ii) Conflict of Interest None of the directors have any conflict of interest with the Company other than as disclosed in the directors’ report and Notes to the

financial Statements.

iii) Non–Conviction of Offences None of the directors have been convicted of any offences within the past 10 years other than traffic offences, if any.

iv) Attendance at Board Meeting details of the directors’ attendance at Board meetings are detailed in the Statement on Corporate governance.

v) Other directorship of public companies None of the other directors hold any directorship in other public companies except :–

Directors Other DirectorshipsTeh Tet Siem Chee Wah Corporation BerhadHaji Shamsul ariffin bin mohd Nor innity Corporation Berhad.

vi) Directors’ shareholdings details of the directors’ shareholdings in the Company and its subsidiaries are provided in the Shareholdings Statistics section of this

annual report.

PROFILE OF DIRECTORS (CONT’d)


The following statements outline the main corporate governance practices that were in place throughout the financial year, unless otherwise stated.

PRINCIPLES STATEMENT

The following statement sets out how the Company has applied the principles in part 1 of the malaysian Code on Corporate governance (the “Code”), which are dealt with under the headings of “Board of directors”, “directors’ remuneration”, “Shareholders” and “accountability and audit”.

A. BOARD OF DIRECTORS

BOARD RESPONSIBILITIES

The group recognises the crucial role played by the Board in the stewardship of its direction and operations, and ultimately the enhancement of long–term shareholder value. To fulfill this role, the Board is responsible for the overall corporate governance of the group, including the strategic direction, establishing goals for management and monitoring the achievement of these goals. The roles and functions of the Board, as well as the differing roles of Executive directors and Non–Executive directors are clearly delineated in a Board Charter. under this Charter, the Board has a formal schedule of matters reserved to itself for decision, which includes the overall group strategy and direction, acquisition and divestment policy, approval of major capital expenditure, consideration of significant financial matters and the review of financial and operating performance of the group.

MEETINGS

The Board meets at least four (4) times a year at quarterly intervals with additional meetings convened when urgent and important decisions need to be taken between the scheduled meetings. during the financial year ended 31 march 2011 the Board met four (4) times, where it deliberated upon and considered a variety of matters including the group’s financial results, major investments, strategic decisions, corporate announcements and the direction of the group.

The Board receives documents on matters requiring its consideration before each meeting. all proceedings from Board meetings are recorded and the minutes thereof signed by the Chairman of the meeting.

details of directors’ meeting attendances during the financial year are as follows:

Directors Number of meetings attended/held Executive lee Chor min 4/4

lee Hean Huat 4/4lee Hean Beng 4/4Haji muhadzir Bin mohd. isa 4/4Haji Shamsul ariffin B. mohd. Nor 4/4

Non–Executive Ng Shiek Nee 4/4loo Kam Weng 4/4Teh Tet Siem 4/4lim Swee aun 3/4Bee Sieong Heng 4/4

STATEMENT ON CORPORATE GOVERNANCE


A. BOARD OF DIRECTORS (cont’d)

Board Committees

The Board delegates certain responsibilities to Board Committees, namely the audit Committee, Nominating Committee, remuneration Committee and Option Committee in order to enhance business and operational efficiency as well as efficacy.

all committees have written terms of reference whilst the Option Committee’s duties and responsibilities are enshrined under the By–laws of the Employees Share Option Scheme. The Chairmen of the various Committees report to the Board the outcome of committee meetings.

Board Balance

at the date of this statement, the Board consists of ten (10) members, comprising three (3) independent Non–Executive directors, two (2) Non–independent Non–Executive directors and five (5) Executive directors. The Board has complied with paragraph 15.02 of the Bursa Securities main market listing requirements that stipulates at least two (2) directors or one–third of the Board of the Company, whichever is the higher, are independent directors.

The directors, with their different backgrounds and specialization, collectively bring with them experience and expertise in areas such as finance, corporate affairs, marketing and operations. With this mix of expertise, the Company is essentially led and guided by an experienced and competent Board. The brief profile of each director is presented in this annual report under profile of directors.

as the position of Chairman of the Board is currently vacant, the Chairman presiding at Board and shareholders’ meetings is normally appointed from amongst the members present. To ensure there is a clear division of responsibilities to balance authority and power, the Chairman of the respective meetings normally encourages participation from all directors and shareholders concerned, as appropriate. management of the group is entrusted to the five (5) Executive directors, led by the group managing director, whilst the Non–Executive directors provide a check and balance in the process of decision–making by the Board.

The directors believe that the current Board composition fairly reflects the investment of all shareholders in the Company.

Supply of Information

The group managing director, with the assistance of the Company Secretary, ensures that all directors have full and timely access to information with Board papers distributed in advance of meetings. Every director also has unhindered access to the advice and services of the Company Secretary. The Board believes that the current Company Secretary is capable of carrying out her duties to ensure the effective functioning of the Board. The articles of association specify that the removal of the Company Secretary is a matter for the Board as a whole.

prior to meetings of the Board and Board Committees, appropriate documents, which include the agenda and reports relevant to issues of the meetings covering strategic, financial, operational and regulatory compliance matters, where appropriate, are circulated to all members to obtain further explanation, where necessary, in order for them to be properly briefed before the meeting.

The directors review and approve all corporate announcements, including the announcement of the quarterly financial reports, before releasing them to Bursa malaysia.

The Board, as a whole, determines, whether as a full Board or in their individual capacity, to take independent professional advice, where necessary and under appropriate circumstances, in furtherance of their duties at the group’s expense.

STATEMENT ON CORPORATE GOVERNANCE (CONT’d)


A. BOARD OF DIRECTORS (cont’d)

Appointments to the Board

Nominating Committee

The Nominating Committee comprised the following independent Non–Executive directors during the financial year:

• mr loo Kam Weng (Chairman);• miss Ng Shiek Nee; and• mr Teh Tet Siem.

The Committee met once during the financial year. The Committee is empowered by the Board and its terms of reference include bringing to the Board recommendations on the appointment of new directors besides assessing the effectiveness of Board Committees and the Board, as a whole. The Committee is also entrusted to systematically assess the contribution of each director due for retirement before recommending to the Board for their re–election.

Appointment Process

The Board, through the Nominating Committee, appraises the composition of the Board and believes that the current composition brings the required mix of skills and core competencies required for the Board to discharge its duties effectively. The Board appoints its members through a formal and transparent process, which is consistent with the articles of association of the Company. Candidates for directorship are considered and evaluated by the Nominating Committee before being recommended to the Board for approval of appointment.

The Company Secretary ensures that all appointments are properly made and that all legal and regulatory obligations are met.

Directors’ Training

The Board, as a whole, ensures that it appoints to the Board only individuals of sufficient calibre, knowledge and experience to fulfill the duties of a director appropriately. at the date of this statement, all directors have attended and successfully completed the mandatory accreditation programme. The directors are encouraged to continue to undergo the Continuous Education program to enhance their skills and knowledge, where relevant.

during the financial year under review, the directors attended the briefing by Kpmg on “frS updates”. in addition, the following directors have also attended the seminars as follows:

Name of Director Title of SeminarTuan Haji Shamsul ariffin B. mohd Nor managing related party Transactions

Share Buy–Backlee Chor min dawn of the New decade

–alternative investments in asia Re–election

The articles of association provide that all directors of the Company shall retire from office at least once in three (3) years at the annual general meeting. a retiring director shall be eligible for re–appointment to provide an opportunity for shareholders to renew their mandate. The election of each director is voted on separately. To assist shareholders in their decision, sufficient information such as personal profile, meeting attendance and the shareholdings in the group of each director standing for election is furnished in the annual report.



B. DIRECTORS’ REMUNERATION

Remuneration Committee

The remuneration Committee comprised the following members during the financial year:

• mr lee Chor min (Chairman);• mr loo Kam Weng; and• mr Teh Tet Siem.

The remuneration Committee met once during the financial year. The remuneration of directors is generally linked to their experience, scope of responsibility and the group’s overall performance. The Committee is responsible for recommending to the Board the remuneration packages of Executive directors. The Board, as a whole, determines the remuneration of Executive and Non–Executive directors with the directors concerned abstaining from the decision in respect of their individual remuneration.

The Company pays its directors annual fee, which is approved annually by shareholders at the annual general meeting (“agm”).

details of the nature and amount of each major element of the remuneration of directors of the Company, during the financial year, are as follows:

Category Fees Salaries and other emoluments(RM) (RM)

Executive directors 88,500 1,164,747Non-Executive directors 25,000 33,000

The number of directors at end of the financial year whose remuneration falls into the following bands comprises:

Range of remuneration Number of Directors

Executive Non–Executive rm400,001 and above 1 –rm350,001 to rm400,000 1 –rm150,001 to rm200,000 1 –rm100,001 to rm150,000 1 –rm50,001 to rm100,000 1 –rm50,000 and below – 5



C. SHAREHOLDERS

The Company recognizes the importance of communicating with its shareholders and does this through the annual report and agm. it has also been the Company’s practice to send the Notice of agm and related papers to shareholders at least twenty–one (21) days before the meeting. at the agm, shareholders are encouraged by the Chairman of the meeting to ask questions, both about the resolutions being proposed or about the group’s operations in general.

in addition, the Company makes various announcements through Bursa malaysia, in particular, the timely release of the quarterly results within two (2) months from the close of a particular quarter.

members of the public may also access information about the group via the Company’s corporate website at www.seehup.com.my.

D. ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board aims to provide and present a balanced and meaningful assessment of the group’s financial performance and prospects at the end of the financial year, primarily through the annual financial statements, quarterly announcement of results and the group managing director’s Statement in the annual report. The Board is assisted by the audit Committee to oversee the group’s financial reporting processes and the quality of its financial reporting.

Directors’ Responsibility Statement in respect of the preparation of the Audited Financial Statements

The Board is responsible for ensuring that the financial statements of the group give a true and fair view of the state of affairs of the group and of the Company as at the end of the financial year and of their results and cash flows for the year then ended. in preparing the financial statements, the directors have ensured that applicable approved accounting standards in malaysia and the provisions of the Companies act, 1965 have been applied.

in preparing the financial statements, the directors have selected and applied consistently suitable accounting policies and made reasonable and prudent judgements and estimates.

The directors also have a general responsibility for taking such steps that are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

State of Internal Controls

The Statement on internal Control as set out in this annual report provides an overview on the state of internal controls within the group during the financial year.




D. ACCOUNTABILITY AND AUDIT (cont’d)

Relationship with the Auditors

Key features underlying the relationship of the audit Committee with the internal and external auditors are included in the audit Committee’s terms of reference as detailed in the audit Committee report of this annual report.

a summary of the activities of the audit Committee during the financial year, including the evaluation of the independent audit process, are set out in the audit Committee report.

Compliance Statement

The group has complied, throughout the financial year, with all the Best practices of corporate governance set out in part 2 of the Code, except for the following:

• The position of Chairman of the Company is currently vacant and at each Board meeting or shareholders’ meeting, its role is assumed by one of the Board members on appointment by members at the meetings concerned. The Board is of the view that the balance of power is still in place as it has been the practice of the Chairman of the relevant meetings to encourage participation by all concerned; and

• The Board does not have an agreed procedure for directors, whether as a full Board or in their individual capacity, in furtherance of their duties, to take independent professional advice at the Company’s expense. The Board is of the view that it is adequate for the matter to be brought before the whole Board for deliberation and decision whenever a need for independent professional advice arises.

This statement is issued in accordance with a resolution of the directors dated 29 July 2011.


1. Utilisation of Proceeds

There were no proceeds raised by the Company from any corporate proposals during the financial year.

2. Share Buybacks

There were no share buybacks by the Company during the financial year.

3. Options, Warrants or Convertible Securities

There were no options, warrants or convertible securities exercised during the financial year save for the share options exercised pursuant to the Employees’ Share Option Scheme (“ESOS”) as disclosed in the audited financial statements.

4. American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme

The Company did not sponsor any adr or gdr programme during the financial year.

5. Imposition of Sanctions/Penalties

There were no sanctions and/or penalties imposed on the Company or its subsidiaries, directors or management by the relevant regulatory bodies.

6. Non–audit fees

The amount of non-audit fees paid to the external auditors by the group for the financial year was rm5,000.

7. Profit Estimate, Forecast or Projection

The Company did not make any release on the profit estimate, forecast or projections for the financial year. There is no variance of 10% or more between the results for the financial year and the unaudited results previously announced.

8. Profit Guarantee

during the financial year, there were no profit guarantees given by the Company.

9. Material Contracts

There were no material contracts entered into by the Company and its subsidiaries involving directors’ and major shareholders’ interest.

10. Revaluation of Landed Properties

The Company does not have a revaluation policy on landed properties.

ADDITIONAL COMPLIANCE INFORMATION


11. Recurrent Related Party Transactions (“RRPT”) of a Revenue or Trading Nature for the year ended 31 March 2011

i. The aggregate value of recurrent related party transactions conducted pursuant to the shareholders’ mandate during the financial year ended 31 march 2011 are as follows:–

Related Party with whom the Group is transacting

Company within the Group involved

Amount(RM)

Nature of transactions Interested Related Party

four Seas international Co. ltd (“four Seas”)

See Hup pioneer logistics Sdn Bhd

305,684

1,490,966

provision of related logistics services to four Seas

provision of forwarding and transport services in Southern Thailand by four Seas

Interested Director/Major Shareholder

Surasit Santiwarakom

pen–link logistics Sdn Bhd (“pen–link logistics”)


687,050 provision of transport services by pen–link logistics


Yeap King HuatSee Hup pioneer logistics

Sdn Bhd (“SHpl”)SH logistics (m) Sdn

Bhd578,590 provision of transport services

to SHplInterested Directors/Major

ShareholdersYeap King Huatli Chun HuatTeam Seventy–Eight Sdn Bhd

See Hup pioneer logistics (Thailand) Co. ltd (“SHpl Thailand”)

SH logistics (m) Sdn Bhd


275,625

1,050,906

685,709

3,288,749

provision of transport services in malaysia to SHpl Thailand

provision of transport services in Thailand by SHpl Thailand

provision of transport services to SHpl Thailand

provision of transport services by SHpl Thailand


li Chun Huat


Yeap King Huat

SH Haulage Sdn Bhd (“SHH”)

See Hup group 774,511

2,883,084

provision of logistics services to SHH

provision of logistics services by SHH


Haji Shamsul ariffin Bin mohd Nor

Tanjung marine Sdn Bhd (“Tanjung marine”)


489,148

923,084

provision of transportation and warehousing services to Tanjung marine

provision of forwarding services by Tanjung marine


Yeap King Huat

SH Haulage Sdn Bhd 3,781,284 provision of transportation services to Tanjung marine



Hai Thong logistics Sdn Bhd (“Hai Thong”)

SH link international Sdn Bhd

1,121,440 provision of related logistics services to Hai Thong


Tan Seng leong

ii Amount Of Financial Assistance between See Hup Consolidated Berhad and its subsidiaries

The net amount of financial assistance effected between the Company and its subsidiary via a centralised treasury management function during the financial year ended 31 march 2011 are as follows :

Recipient Provider Amount (RM) Interested Related PartySubsidiary –SH Haulage Sdn Bhd

See Hup Consolidated Berhad 2,000,000 Interested Director/Major Shareholder


ADDITIONAL COMPLIANCE INFORMATION (CONT’d)


1. FORMATION

The audit Committee (the “Committee”) was established by the Board of directors (the “Board”) on 19 November 1997.

2. MEMBERSHIP

members of the Committee comprise the following:

• Ng Shiek Nee – Chairman, independent Non–Executive director • loo Kam Weng – member, independent Non–Executive director • Bee Sieong Heng – member, Non–independent Non–Executive director The Committee, which is appointed by the Board from amongst its members, shall fulfill the following requirements:

• the Committee must be composed of no fewer than three (3) members, all of whom must be non–executive directors, with the majority being independent directors;

• at least one member of the Committee must be a member of the malaysian institute of accountants (mia);• if the member is not a member of the mia, the member must have at least 3 years’ working experience and:

– Has passed the examinations specified in part 1 of the 1st Schedule of the accountants act 1967; or– Be a member of one of the associations of accountants specified in part ii of the 1st Schedule of the accountants act 1967.

• such other requirements as prescribed or approved by the Bursa malaysia Securities Berhad.

if a member of the Committee resigns, dies, or for any reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board shall within three (3) months of the event appoint such number of new members as may be required to fill the vacancy.

No alternate director can be appointed a member of the Committee.

Quorum shall be the majority of members present.

The term of office of the Committee members shall be reviewed by the Board at least once every three (3) years.

3. CHAIRMAN OF AUDIT COMMITTEE

The Chairman of the Committee shall be an independent Non–Executive director.

in the absence of the Chairman, the members of the Committee shall elect a Chairman from among their number who shall be an independent Non–Executive director.

4. ATTENDANCE AT MEETINGS

The Committee met on five (5) occasions during the financial year. details of the attendance of the Committee are as follows:

Name AttendanceNg Shiek Nee 5/5loo Kam Weng 5/5Bee Sieong Heng 5/5

The agenda, together with working papers, was circulated at least one week before each meeting to members of the Committee.

The group finance manager and a representative of the external auditors and the internal audit function are invited at least once annually to attend a meeting. The external auditors may request a meeting if they consider that one is necessary.

during the year, the Committee had two (2) dialogue sessions with the External auditors without the presence of the management in compliance with the best practice of the Code.

The Secretary shall circulate the minutes of Committee meetings to all members of the Board.

AUDIT COMMITTEE REPORT


5. AUTHORITY

The Committee is authorized by the Board to investigate any activity within its terms of reference. it is authorized to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee.

The Committee is authorized by the Board to obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

6. TERMS OF REFERENCE

The Committee believes its policies and procedures should remain flexible in order to best react to changing conditions and provide reasonable assurance to the Board that the accounting and reporting practices of the group are in accordance with prevailing requirements.

The Committee will fulfill its duties and responsibilities as follows:

· • review the following and report to the Board of directors:– with the external auditors, the audit scope and plan, including any changes to the planned scope of the audit plan;– with the external auditors, their evaluation of the system of internal controls, major audit findings and the management’s response

during the financial year;– with the external auditors, their audit report to ensure that appropriate and prompt remedial action is taken by management for major

deficiencies in controls or procedures that have been identified; and– the assistance and cooperation given by employees of the group to the external auditors, and any difficulties encountered in the course

of audit, including any restrictions on the scope of activities or access to required information;

• to do the following in respect of the internal audit function:– review the adequacy of the scope, and functions, competency and resources of internal audit, and that it has the necessary authority to

carry out its work;– review the internal audit program and results of internal audit and, where necessary, ensure that appropriate action is taken on the

recommendations of the internal auditors;– review the performance of internal auditors; and– approve any appointment or termination of internal auditors;

• review the quarterly results and year–end financial statements, prior to approval by the Board of directors, focusing particularly on:– changes in or implementation of major accounting policies;– significant and unusual events; – the going concern assumption; and– compliance with accounting standards and other legislative and reporting requirements;

• review any related party transaction and conflict of interest situation that may arise within the Company or group, including any transaction, procedure or course of conduct that raises questions of management integrity;

• review the appointment and performance of external auditors, the audit fee and any questions of resignation or dismissal before making recommendations to the Board;

• to consider the major findings of internal investigations and management’s response;

• to verify the allocation of options to employees pursuant to a share scheme complies with the allocation criteria; and

• to carry out such other functions as may be agreed to by the Committee and Board of directors.

AUDIT COMMITTEE REPORT (CONT’d)


6. TERMS OF REFERENCE (cont’d)

in performing its function, the Committee:

• has full access to and cooperation from the management and has full discretion to invite any director and executive officer to attend its meetings;

• has been given reasonable resources to enable it to discharge its functions properly;

• communicates directly or convene meetings with external auditors, the internal auditors or both, excluding the attendance of the other directors and employees of the Company, whenever deemed necessary; and

• is authorised to obtain professional advice at the cost of the Company.

7. ACTIVITIES

during the financial year, the activities of the Committee include:

• reviewing the quarterly financial results announcements before recommending them to the Board for approval;

• reviewing the external auditors’ reports in relation to audit and accounting issues arising from the audit, and updates of new developments on accounting standards issued by the malaysian accounting Standards Board;

• reviewing the internal audit reports, which highlighted the audit issues, the recommendations thereof and management’s response thereto and discussed with management the actions taken to improve the system of internal control based on improvement opportunities identified in the internal audit reports; and

• reviewing related party transactions and conflict of interest situation that might arise within the Company or group.

8. INTERNAL AUDIT FUNCTION

The group outsourced the internal audit function to a professional firm of consultants to provide the Board with much of the assurance it requires regarding the adequacy and integrity of the system of internal control within the group. The total cost incurred in respect of the internal audit function for the year was rm16,000.

The internal audit function is independent of the activities or operations of the group. The principal role of the internal audit function is to undertake independent, regular and systematic reviews of the system of internal control to provide reasonable assurance that such system continues to operate satisfactorily and effectively. it is the responsibility of the internal audit function to provide the audit Committee with independent and objective reports on the state of internal control of the various operating units within the group.

during the financial year ended 31 march 2011, the internal audit function carried out 2 cycles of internal audit to test the effectiveness of the internal control system of the group. The internal audit function adopted a risk–based approach in its review of the internal controls in the key activities of the major business units based on a detailed annual internal audit plan approved by the audit Committee.

AUDIT COMMITTEE REPORT (CONT’d)


Introduction

The Board is committed to maintaining a sound system of internal control throughout the group, comprising the Company and all its subsidiaries and associates and is pleased to provide the following statement, which outlines the nature, scope and state of internal control of the group during the financial year.

Board Responsibility

The Board acknowledges its responsibility for the group’s system of internal control, which includes the establishment of an appropriate control environment and framework as well as reviewing its adequacy and integrity. Because of the limitations that are inherent in any system of internal control, this system is designed to manage, rather than eliminate, the risk of failure to achieve corporate objectives. accordingly, it can only provide reasonable but not absolute assurance against material misstatement or loss. The system of internal control covers financial, organisational, operational and compliance controls and risk management.

The Board is aware of the publication on the “Statement on internal Control – a guidance for directors of public listed Companies” (the “internal Control guidance”). accordingly, the Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced by the group, that has been in place for the financial year and that this process is periodically reviewed by the Board and accords with the internal Control guidance.

Enterprise Risk Management framework

With the assistance of external advisors, the Board has formalised the risk management processes with the aim of strengthening risk management functions across the group.

The formalisation of an enterprise risk management framework encompasses the following key elements:

• The group Executive directors in consultation with key management personnel of respective operating companies are tasked with the responsibility to identify and communicate to the Board of directors the critical risks (both present and potential) the group faces, their changes and the management action plans to manage the risks; and

• The group internal auditors reporting directly to the audit Committee, periodically updates the risk profiles of major business units in the group, together with a summary of the key findings to present to the Board for consideration.

Internal Audit Function

The group outsourced its internal audit function to a professional firm of consultants to provide the Board with much of the assurance it requires regarding the adequacy and integrity of the system of internal control.

during the financial year, the internal audit function reviewed the internal controls in the key activities of the group’s businesses on the basis of an annual internal audit plan approved by the audit Committee. The internal audit adopted a risk-based approach and prepared its plan based on the risk profiles of the major business units in the group. Opportunities for improvement to the system of internal control were identified and presented to the audit Committee via internal audit reports, whilst management formulated the relevant action plans to address the issues noted.

Other Risk and Control Processes

apart from risk management and internal audit, the Board has established the following processes throughout the financial year:• an organisational structure with formally defined lines of responsibility and delegation of authority, with appropriate personnel heading the

various business units in the group, has been established;

• a process of hierarchical reporting has been drawn up, which provides for a documented and auditable trail of accountability. The procedures include the establishment of authority limits, credit control and have in practice a policy of continuous staff training and development, staff performance evaluations and the conduct of due inquiries on serious misconduct. These procedures are relevant across the group’s operations and provide for continuous assurance to be given at increasingly higher levels of management and, finally, to the Board;

• the group managing director also reports to the Board on significant changes in the business and external environment, which affects the operations of the group at large. The Executive directors also provide the Board with quarterly financial information, including pertinent explanations on the performance of the group; and

• where areas for improvement in the system are identified, the Board considers the recommendations made by the audit Committee and management.

Weaknesses in internal controls that result in material losses

There were no material losses incurred during the financial year due to weaknesses in internal control. The Board, together with management, continues to take measures to strengthen the control environment.

This statement is issued in accordance with a resolution of the Directors dated 29 July 2011.

STATEMENT ON INTERNAL CONTROL


Dear shareholders,

On behalf of the Board of directors of See Hup Consolidated Berhad, it is my pleasure to present the annual report and the audited financial Statements of the group and the Company for the financial year ended 31 march 2011.

Financial Performance

The year under review saw the malaysian economy going through uncertain growth influenced by external global economic factors like the European Sovereign debt crisis, middle-Eastern civil strife and natural disasters in the far East. domestically the group’s business profitability was challenged by increasing financing costs due to Bank Negara malaysia increasing its Opr in an effort to curb inflationary pressure, rising fuel costs from price hikes imposed by government and costs of vehicle maintenance.

The group recorded revenue of rm135.3 million for the financial year ended 31 march 2011, representing an increase of 38% over the prior year’s rm98.3 million. The strong growth was contributed by the trading division.

despite the higher revenue, the group is reporting a lower profit from operating activities of rm2.9 million for the year compared to rm4.2 million in the previous year. The lower operating profit was due to bad debt written off, losses on disposal of certain assets and increased operating costs. Consequently, the group’s profit after taxation for the year was lower at rm200,000 compared to rm1.2 million last year.

Nevertheless, the group has maintained its total equity attributable to owners of the Company at rm52.8 million against rm53.2 million last year. Net asset per share is rm1.41 compared to rm1.45 last year.

Operational Review

during the year, the group has further enhanced its position as a total logistics solutions provider with the commencement of business of its new subsidiary, SH global freight Sdn Bhd, in providing freighting (air & sea) services to its customers in the Northern region. This new division serves to complement the group’s existing freight-forwarding services in the Central region, forwarding and warehousing services.

The group has also, over the years, diversified from its traditional base of providing inland transportation and machinery hire to include container haulage, bulk tankers, bulk cargo handling and warehousing. recognising the contributions from its tanker business, the group has further taken deliveries of another twenty (20) units of cement mixer trucks at a total cost of rm3.5 million.

Dividends

The Company has declared an interim dividend of 5.4% less 25% during the financial year. The interim dividend was paid on 4 may 2011.

The Board does not recommend any final dividend for the financial year ended 31 march 2011.

Prospects

The group expects a very challenging year ahead in view of the uncertainties in the global economic recovery and increasing operating and financial costs. The group is focusing on maximizing its resource utilization, undertaking prudent cost control measures and continuing its efforts in providing value-added services to its customers.

Corporate Social Responsibility

The group continues to support the community mainly through monetary donations to schools as well as welfare and religious organizations, and ensuring its operations are managed in compliance with statutory regulations on safety and health to promote a “green” environment to the community.

as an employer, the group has always prioritized a safe and conducive working environment through the group’s Health and Safety Committee.

Words of Appreciation

On behalf of the Board of directors, i would like to thank the management and staff for their contribution and commitment to the group. i would also like to extend my appreciation to our customers, shareholders and bankers for their continued support and confidence in the group.

LEE CHOR MINGroup Managing Director

GROUP MANAGING DIRECTOR’S STATEMENT

fiNaNCial STaTEmENTS

SEE Hup CONSOlidaTEd BErHad (391077–v)

dirECTOrS’ rEpOrT 23 - 27

CONSOlidaTEd STaTEmENT Of fiNaNCial pOSiTiON 28

CONSOlidaTEd STaTEmENT Of COmprEHENSivE iNCOmE 29

CONSOlidaTEd STaTEmENT Of CHaNgES iN EQuiTY 30

CONSOlidaTEd STaTEmENT Of CaSH flOWS 31 - 32

STaTEmENT Of fiNaNCial pOSiTiON 33

STaTEmENT Of COmprEHENSivE iNCOmE 34

STaTEmENT Of CHaNgES iN EQuiTY 35

STaTEmENT Of CaSH flOWS 36

NOTES TO THE fiNaNCial STaTEmENTS 37 - 86

STaTEmENT BY dirECTOrS 87

STaTuTOrY dEClaraTiON 87

iNdEpENdENT audiTOrS’ rEpOrT TO THE mEmBErS 88 - 89


The directors have pleasure in submitting their report and the audited financial statements of the group and of the Company for the year ended 31 march 2011.

PRINCIPAL ACTIVITIES

The Company is an investment holding company.

The principal activities of its subsidiaries are set out in Note 5 to the financial statements.

There have been no significant changes in the nature of these activities during the financial year.

RESULTS

Group CompanyRM RM

profit for the year attributable to :Owners of the Company 734,339 1,244,430minority interests (534,587) –

199,752 1,244,430

RESERVES AND PROVISIONS

There were no material transfers to or from reserves and provisions during the year under review except as disclosed in the financial statements.

DIVIDENDS

Since the end of the previous financial year, the Company paid a final dividend of 5.4 sen per ordinary share less tax at 25% totalling rm1,625,168 (4.05 sen net per ordinary share) in respect of the financial year ended 31 march 2010 on 8 October 2010.

Subject to the shareholders’ approval, the directors recommend a first and final dividend of 5.4 sen per ordinary share less tax at 25% totalling rm1,625,168 in respect of the financial year ended 31 march 2011.

The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 march 2012.

DIRECTORS OF THE COMPANY

directors who served since the date of the last report are:

lee Chor min group managing directorHaji muhadzir Bin mohd. isa lee Hean Huat lee Hean Beng Haji Shamsul ariffin B. mohd NorNg Shiek Neeloo Kam Weng Teh Tet Siemlim Swee aun Bee Sieong Heng

DIRECTORS’ REPORTfOr THE YEar ENdEd 31 marCH 2011


DIRECTORS’ INTERESTS

The interests and deemed interests in the shares and options of the Company and of its related companies (other than wholly–owned subsidiaries) of those who were directors at year end (including the interests of the spouses or children of the directors who themselves are not directors of the Company) as recorded in the register of directors’ Shareholdings are as follows :

Number of ordinary shares of RM1 each

Name of DirectorBalance at

1.4.2010 Bought (Sold)Balance at 31.3.2011

Direct interest

The Company

lee Hean Huat – own 981,330 50,000 (500,000) 531,330 – others * 1,116,000 500,000 – 1,616,000

lee Hean Beng – own – 50,000 – 50,000 – others * 2,235,512 201,800 – 2,437,312

Teh Tet Siem – own 28,800 – – 28,800

lee Chor min – own – 450,000 – 450,000

Subsidiaries

mazs marketing (m) Sdn. Bhd.

Haji muhadzir Bin mohd. isa- own 170,000 – – 170,000

SH Haulage Sdn. Bhd.

Haji Shamsul ariffin B. mohd Nor- own 300,000 – – 300,000

Deemed interest

The Company

lee Hean Huat - own 8,204,594 116,000 – 8,320,594 - others * 678,900 – – 678,900

lee Hean Beng - own 8,204,594 116,000 – 8,320,594

lim Swee aun - own 2,000,000 – – 2,000,000

DIRECTORS’ REPORT (CONT’d)fOr THE YEar ENdEd 31 marCH 2011


DIRECTORS’ INTERESTS (cont’d)

Number of options over ordinary shares of RM1 eachBalance at

1.4.2010 Granted ExercisedExpired/

LapsedBalance at31.3.2011

The Company

lee Hean Huat 400,000 – (50,000) – 350,000lee Hean Beng 400,000 – (50,000) – 350,000Haji Shamsul ariffin B. mohd Nor 100,000 – – – 100,000lee Chor min 450,000 – (450,000) – –Haji muhadzir Bin mohd. isa 100,000 – – – 100,000

* These shares held in the name of the spouse and children are treated as interest of the director in accordance with Section 134(12)(c) of the Companies act, 1965.

By virtue of their interests of more than 15% in the shares of the Company, messrs lee Hean Huat and lee Hean Beng are also deemed to have interests in the shares of all the subsidiaries of the Company to the extent the Company has an interest.

None of the other directors holding office at 31 march 2011 had any interest in the ordinary shares and options of the Company and of its related companies during the financial year.

DIRECTORS’ bENEFITS

Since the end of the previous financial year, no director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements) by reason of a contract made by the Company or a related company with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest other than those transactions entered into in the ordinary course of business between certain companies in the group and companies in which certain directors have substantial financial interests as disclosed in Note 30 to the financial statements. There were no arrangements during and at the end of the financial year which had the object of enabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate other than the Employees’ Share Option Scheme (“ESOS”) granted to certain directors.

ISSUE OF SHARES AND DEbENTURES

during the financial year, the issued and paid–up capital of the Company was increased from rm40,127,600 to rm40,677,600 through the issuance of 550,000 new ordinary shares of rm1.00 each for cash arising from the exercise of ESOS with an option price of rm1.00 per share.

There were no other changes in the authorised, issued and paid–up capital of the Company and no debentures were issued by the Company during the financial year.



OPTIONS gRANTED OVER UNISSUED SHARES

No options were granted to any person to take up unissued shares of the Company during the year apart from the issue of options pursuant to the ESOS.

at an extraordinary general meeting held on 16 September 2005, the Company’s shareholders approved the establishment of an ESOS of not more than 15% of the issued share capital of the Company to eligible directors and employees of the group after the expiry of its previous ESOS on 22 may 2005.

On 2 august 2010, the Board of directors passed a resolution resolving that the ESOS be extended for a further 5 years until 22 September 2015 in accordance with the existing By–laws of the ESOS.

The options offered to take up unissued ordinary shares of rm1 each and the option price are as follows :

Number of options over ordinary shares of RM1 each

Date of offerOption price

RMBalance at

1.4.2010 Granted ExercisedLapsed due to

resignationBalance at 31.3.2011

4.10.2005 1.00 4,039,000 – (200,000) (134,000) 3,705,0003.7.2007 1.00 1,117,000 – (350,000) (101,000) 666,000

The main features of the ESOS are as follows :

i) The total number of shares to be offered under the ESOS shall not exceed 15% of the issued and paid–up share capital of the Company at any point of time during the duration of the Scheme;

ii) The ESOS shall continue to be in force for a period of ten years commencing from 23 September 2005 (“Option period”);

iii) The option is personal to the grantee and is not assignable, transferable, disposable or changeable except for certain conditions provided for in the Bye–laws;

iv) Eligible persons are employees and directors of the group who have been confirmed in the employment with the group for at least one year;

v) The options shall be exercised in multiples of and not less than 100 options;

vi) The option price shall be the higher of the following :

a) a discount of not more than 10% on the weighted average market price of the shares as quoted and shown in the daily official list issued by Bursa malaysia Securities Berhad for the five (5) market days immediately preceding the date of the offer; and

b) the par value of the ordinary shares.

vii) The options granted do not confer any dividend or other distribution declared to the shareholders as at a date which precedes the date of allotment of the new shares in the Company and will be subject to all the provisions of the articles of association of the Company; and

viii) in the event of any alteration in the capital structure of the Company during the Option period, whether by way of capitalisation of profits or reserves, rights issues, reduction of capital, subdivision or consolidation of shares or otherwise howsoever, taking places, such corresponding alterations (if any) shall be made to the number of shares relating to the unexercised Options and Option price.



OTHER STATUTORY INFORMATION

Before the statements of comprehensive income and statements of financial position of the group and of the Company were made out, the directors took reasonable steps to ascertain that:

i) all known bad debts have been written off and adequate provision made for doubtful debts, and

ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount which they might be expected so to realise.

at the date of this report, the directors are not aware of any circumstances:

i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the group and in the Company inadequate to any substantial extent, or

ii) that would render the value attributed to the current assets in the financial statements of the group and of the Company misleading, or

iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the group and of the Company misleading or inappropriate, or

iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the group and of the Company misleading.

at the date of this report, there does not exist:

i) any charge on the assets of the group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, and

ii) any contingent liability in respect of the group or of the Company that has arisen since the end of the financial year.

No contingent liability or other liability of any company in the group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the group and of the Company to meet their obligations as and when they fall due.

in the opinion of the directors, the financial performance of the group and of the Company for the financial year ended 31 march 2011 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.

SIgNIFICANT EVENTS

details of the significant events are disclosed in Note 35 to the financial statements.

AUDITORS

The auditors, messrs Kpmg, have indicated their willingness to accept re–appointment.

Signed on behalf of the Board of directors in accordance with a resolution of the directors :

………………………………………Lee Chor Min

………………………………………Lee Hean Huat

penang,

date : 29 July 2011



Note 31.3.2011 31.3.2010 1.4.2009RM RM RM

Restated RestatedAssets

property, plant and equipment 3 58,242,808 59,453,731 61,673,815investment properties 4 2,362,677 2,843,014 2,974,589investment in associates 6 4,470,362 4,043,916 3,834,581Other investments 7 121,412 189,085 189,085goodwill on consolidation 8 3,797,564 3,797,564 3,797,564Trade receivables 9 3,911,091 – –

Total non–current assets 72,905,914 70,327,310 72,469,634

receivables, deposits and prepayments 9 49,663,553 45,208,869 37,617,915Trading inventories, at cost – 283,910 84,304assets classified as held for sale 10 – – 7,325,066Current tax assets 541,539 458,844 498,875Cash and cash equivalents 11 4,579,089 1,046,985 895,746

Total current assets 54,784,181 46,998,608 46,421,906

Total assets 127,690,095 117,325,918 118,891,540

Equity

Share capital 12 40,677,600 40,127,600 40,127,600reserves 13 12,151,817 13,043,916 12,893,789

Total equity attributable to owners of the Company 52,829,417 53,171,516 53,021,389

Minority interests 14 4,463,778 5,118,678 5,137,822

Total equity 57,293,195 58,290,194 58,159,211

Liabilities

loans and borrowings 15 8,984,000 5,327,169 8,669,424deferred tax liabilities 16 3,938,141 4,289,626 4,172,687

Total non–current liabilities 12,922,141 9,616,795 12,842,111

payables and accruals 17 26,197,958 17,107,909 17,044,329loans and borrowings 15 31,025,582 32,018,526 30,631,902Current tax liabilities 251,219 292,494 212,581dividend payable – – 1,406

Total current liabilities 57,474,759 49,418,929 47,890,218

Total liabilities 70,396,900 59,035,724 60,732,329

Total equity and liabilities 127,690,095 117,325,918 118,891,540

The notes on pages 37 to 86 are an integral part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONaS aT 31 marCH 2011


Note 2011 2010RM RM

Continuing operations

revenue 18 135,319,937 98,287,468

Other operating income 1,520,383 1,507,071

Trading inventories used (49,912,863) (17,860,063)

Staff costs 19 (16,035,677) (15,682,129)

depreciation 3 & 4 (9,260,010) (9,079,152)

Other operating expenses (58,749,864) (52,977,032)

Results from operating activities 2,881,906 4,196,163

financing costs 20 (2,233,341) (2,271,559)

Operating profit 648,565 1,924,604

Share of profit of equity accounted associates, net of tax 469,912 209,335

Profit before tax 21 1,118,477 2,133,939

income tax expense 23 (918,725) (919,511)

Profit for the year 199,752 1,214,428

Other comprehensive expense for the year, net of taxfair value of available–for–sale financial assets (160) –

Total comprehensive income for the year 199,592 1,214,428

Profit attributable to :

Owners of the Company 734,339 1,233,572minority interests (534,587) (19,144)

Profit for the year 199,752 1,214,428

Total comprehensive income attributable to :

Owners of the Company 734,179 1,233,572minority interests (534,587) (19,144)

Total comprehensive income for the year 199,592 1,214,428

Basic earnings per ordinary share (sen) 25 1.82 3.07

Diluted earnings per ordinary share (sen) 25 – –


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEfOr THE YEar ENdEd 31 marCH 2011


Attributable to owners of the CompanyNon–distributable Distributable

Share capital

Sharepremium

Share option reserve

Property revaluation

reserveFair value

reserveRetained earnings Total

Minority interests

Total equity

RM RM RM RM RM RM RM RM RM

At 1 April 2009 40,127,600 2,365,573 123,930 559,492 – 9,844,794 53,021,389 5,137,822 58,159,211

Total comprehensive income for the year – – – – – 1,233,572 1,233,572 (19,144) 1,214,428

dividends (Note 26) – – – – – (1,083,445) (1,083,445) – (1,083,445)

At 31 March 2010/1 April 2010 40,127,600 2,365,573 123,930 559,492 – 9,994,921 53,171,516 5,118,678 58,290,194

Effect of adopting frS 139 (Note 33) – – – – (1,110) – (1,110) – (1,110)

At 1 April 2010, restated 40,127,600 2,365,573 123,930 559,492 (1,110) 9,994,921 53,170,406 5,118,678 58,289,084

Total comprehensive income for the year – – – – (160) 734,339 734,179 (534,587) 199,592

Shares issued under ESOS 550,000 – – – – – 550,000 – 550,000

Transfer from share option reserve for options exercised/lapsed – 31,500 (63,990) – – 32,490 – – –

acquisition of a subsidiary – – – – – – – 25,000 25,000

dividends (Note 26) – – – – – (1,625,168) (1,625,168) – (1,625,168)

dividends to minority interests – – – – – – – (6,935) (6,935)

acquisition of shares from minority interests – – – – – – – (138,378) (138,378)

At 31 March 2011 40,677,600 2,397,073 59,940 559,492 (1,270) 9,136,582 52,829,417 4,463,778 57,293,195


CONSOLIDATED STATEMENT OF CHANGES IN EqUITY fOr THE YEar ENdEd 31 marCH 2011


Note 2011 2010RM RM

Cash flows from operating activities

profit before tax from continuing operations 1,118,477 2,133,939

adjustments for :depreciation of :- property, plant and equipment 3 9,204,857 9,026,004- investment properties 4 55,153 53,148(gain)/loss on disposal of :- property, plant and equipment (320,664) (798,946)- investment properties 45,184 1,771- investment in an associate (6,320) –interest expense 20 2,233,341 2,271,559interest income (546,678) (392,049)Share of profits of equity accounted associates, net of tax (469,912) (209,335)dividend income (1,660) (324)Equipment written off 58,765 74,759impairment loss on equipment 3 – 7,800impairment loss on other investment 66,403 – Negative goodwill recognised B (30,047) –

Operating profit before changes in working capital 11,406,899 12,168,326

Changes in working capital :receivables, deposits and prepayments (8,365,775) (7,590,954)Trading inventories 283,910 (199,606)payables and accruals 9,090,049 63,580

Cash generated from operations 12,415,083 4,441,346

income tax paid (1,394,180) (682,628)dividends received 1,660 324

Net cash from operating activities 11,022,563 3,759,042


CONSOLIDATED STATEMENT OF CASH FLOWS fOr THE YEar ENdEd 31 marCH 2011


Note 2011 2010RM RM

Cash flows from investing activities

acquisition of property, plant and equipment a (4,460,464) (5,023,391)acquisition of investment properties 4 – (61,382)disposal of investment in an associate 49,786 –interest received 546,678 392,049proceeds from disposal of plant and equipment 2,023,429 1,614,418proceeds from disposal of investment properties 380,000 138,038proceeds from disposal of assets held for sale – 7,325,066(increase)/decrease in pledged deposits placed with licensed banks (1,032,923) 58,861Shares acquired from minority interests B (108,331) –

Net cash (used in)/from investing activities (2,601,825) 4,443,659

Cash flows from financing activities

Borrowings, net 9,583,923 7,734,992drawdown of term loans 5,025,489 –repayment of term loans (3,020,590) (948,101)dividends paid to :– owners of the Company 26 (1,625,168) (1,083,445)– minority interests (6,935) (1,406)

repayment of finance lease liabilities (4,951,079) (6,161,387)interest paid (2,233,341) (2,271,559)proceeds from issuance of shares in a subsidiary to minority interest 25,000 –proceeds from issuance of shares under ESOS 550,000 –

Net cash from/(used in) financing activities 3,347,299 (2,730,906)

Net increase in cash and cash equivalents 11,768,037 5,471,795

Cash and cash equivalents at 1 april (10,263,131) (15,734,926)

Cash and cash equivalents at 31 March C 1,504,906 (10,263,131)

NOTES

a. Acquisition of property, plant and equipment

during the year, the group acquired property, plant and equipment with an aggregate cost of rm9,755,464 (2010 : rm7,703,951) of which rm5,295,000 (2010 : rm2,680,560) was acquired by means of finance lease arrangements. The balance of rm4,460,464 (2010 : rm5,023,391) was made by cash payments.

B. Shares acquired from minority interests

2011RM

Net identifiable assets in the following subsidiaries :

See Hup Transport Company Sdn. Bhd. 58,329See Hup pioneer logistics Sdn. Bhd. 80,049

138,378

Negative goodwill (30,047)

purchase consideration paid 108,331

C. CASH AND CASH EqUIVALENTS

Cash and cash equivalents included in the consolidated statement of cash flows comprise the following amounts :

Note 2011 2010RM RM

Cash and bank balances 11 3,418,176 918,995Bank overdrafts 15 (1,913,270) (11,182,126)

1,504,906 (10,263,131)


CONSOLIDATED STATEMENT OF CASH FLOWS (CONT’d)fOr THE YEar ENdEd 31 marCH 2011


Note 2011 2010RM RM

Assets

investment in subsidiaries 5 31,048,066 30,864,739investment in associates 6 965,432 965,432Other investments 7 101,282 167,685

Total non–current assets 32,114,780 31,997,856

receivables, deposits and prepayments 9 14,804,719 13,855,216Current tax assets 144,589 124,665Cash and cash equivalents 11 1,171 81,089

Total current assets 14,950,479 14,060,970

Total assets 47,065,259 46,058,826

Equity

Share capital 12 40,677,600 40,127,600reserves 13 4,277,097 4,657,835

Total equity attributable to owners of the company 44,954,697 44,785,435

Liabilities

payables and accruals 17 2,110,562 1,273,391

Total current liabilities 2,110,562 1,273,391

Total equity and liabilities 47,065,259 46,058,826


STATEMENT OF FINANCIAL POSITIONaS aT 31 marCH 2011


Note 2011 2010RM RM

Continuing operations

revenue 18 1,810,854 2,099,478

Other operating income 45,974 55,784

Other operating expenses (179,610) (100,725)

Profit before tax 21 1,677,218 2,054,537

income tax expense 23 (432,788) 7,781

Profit for the year 1,244,430 2,062,318

Other comprehensive income, net of tax – –

Total comprehensive income for the year attributable to owners of the Company 1,244,430 2,062,318


STATEMENT OF COMPREHENSIVE INCOMEfOr THE YEar ENdEd 31 marCH 2011


Non–distributable DistributableShare

capitalShare

premiumShare option

reverse Retained earnings

Totalequity

RM RM RM RM RM

At 1 April 2009 40,127,600 2,365,573 123,930 1,189,459 43,806,562

Total comprehensive income for the year – – – 2,062,318 2,062,318

dividends (Note 26) – – – (1,083,445) (1,083,445)

At 31 March 2010/1 April 2010 40,127,600 2,365,573 123,930 2,168,332 44,785,435

Shares issued under ESOS 550,000 – – – 550,000

Transfer from share option reserve for options exercised/lapsed – 31,500 (63,990) 32,490 –

Total comprehensive income for the year – – – 1,244,430 1,244,430

dividends (Note 26) – – – (1,625,168) (1,625,168)

At 31 March 2011 40,677,600 2,397,073 59,940 1,820,084 44,954,697


STATEMENT OF CHANGES IN EqUITYfOr THE YEar ENdEd 31 marCH 2011


Note 2011 2010RM RM

Cash flows from operating activities

profit before tax from continuing operations 1,677,218 2,054,537

adjustments for :dividend income (1,810,854) (2,099,478)interest income (45,974) (55,784)impairment loss on other investment 66,403 –

Operating loss before changes in working capital (113,207) (100,725)

Changes in working capital :receivables, deposits and prepayments (949,501) (567,750)payables and accruals 837,171 (1,640,955)

Cash used in operations (225,537) (2,309,430)

dividend received 1,358,142 3,413,382

Net cash from operating activities 1,132,605 1,103,952

Cash flows from investing activities

acquisition of investment in subsidiaries (183,329) –interest received 45,974 55,784

Net cash (used in)/from investing activities (137,355) 55,784

Cash flows from financing activities

dividend paid to owners of the Company 26 (1,625,168) (1,083,445)proceeds from issuance of shares under ESOS 550,000 –

Net cash used in financing activities (1,075,168) (1,083,445)

Net (decrease)/increase in cash and cash equivalents (79,918) 76,291

Cash and cash equivalents at 1 april 81,089 4,798

Cash and cash equivalents at 31 March 11 1,171 81,089


STATEMENT OF CASH FLOWS fOr THE YEar ENdEd 31 marCH 2011


See Hup Consolidated Berhad is a public limited liability company, incorporated and domiciled in malaysia and is listed on the main market of Bursa malaysia Securities Berhad. The addresses of its registered office and principal place of business are as follows :

Registered office

Suite 2–1, 2nd floormenara penang garden42a Jalan Sultan ahmad Shah10050 penang

Principal place of business

18, Jalan limbunganOff Jalan Chain ferry12100 Butterworthpenang

The consolidated financial statements as at and for the year ended 31 march 2011 comprise the Company and its subsidiaries (together referred to as the group) and the group’s interest in associates. The financial statements of the Company as at and for the year ended 31 march 2011 do not include other entities. The Company is an investment holding company.

The principal activities of its subsidiaries are set out in Note 5 to the financial statements.

The financial statements were authorised for issue by the Board of directors on 29 July 2011.

1. bASIS OF PREPARATION

(a) Statement of compliance

These financial statements have been prepared in accordance with financial reporting Standards (frSs), generally accepted accounting principles and the Companies act, 1965 in malaysia.

The group and the Company have not applied the following accounting standards, amendments and interpretations that have been issued by the malaysian accounting Standards Board (maSB) but are not yet effective for the group and the Company :

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2010• frS 1, first–time adoption of financial reporting Standards (revised) • frS 3, Business Combinations (revised) • frS 127, Consolidated and Separate financial Statements (revised)• 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 *• iC interpretation 12, Service Concession agreements *• iC interpretation 16, Hedges of a Net investment in a foreign Operation *• iC interpretation 17, distribution of Non–cash assets to Owners *• amendments to iC interpretation 9, reassessment of Embedded derivatives

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2011• amendments to frS 1, first–time adoption of financial reporting Standards

– limited Exemption from Comparative frS 7 disclosures for first–time adopters– additional Exemption for first–time adopters

• amendments to frS 2, group Cash–settled Share Based payment Transactions• amendments to frS 7, financial instruments : disclosures – improving disclosures about financial instruments

NOTES TO THE FINANCIAL STATEMENTS


1. bASIS OF PREPARATION (cont’d)

(a) Statement of compliance (cont’d)

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2011 (cont’d)• iC interpretation 4, determining whether an arrangement contains a lease• iC interpretation 18, Transfers of assets from Customers *• improvements to frSs (2010)

FRSs, Interpretation and amendments effective for annual periods beginning on or after 1 July 2011• iC interpretation 19, Extinguishing financial liabilities with Equity instruments • amendments to iC interpretation 14, prepayments of a minimum funding requirement #

FRSs, Interpretation and amendments effective for annual periods beginning on or after 1 January 2012• frS 124, related party disclosures (revised)• iC interpretation 15, agreements for the Construction of real Estate #

The group and the Company plan to apply the abovementioned standards, amendments and interpretations :

• from the annual period beginning 1 april 2011 for those standards, amendments or interpretations that will be effective for annual periods beginning on or after 1 July 2010 and 1 January 2011, except for those marked with “*” which are not applicable to the group and the Company; and

• from the annual period beginning 1 april 2012 for those standards, amendments or interpretations that will be effective for annual periods beginning on or after 1 July 2011 and 1 January 2012, except for those marked with “#” which are not applicable to the group and Company.

The initial application of a standard, an amendment or an interpretation, which will be applied prospectively or which requires extended disclosures, is not expected to have any financial impacts to the current and prior periods financial statements upon their first adoption.

The impacts of initial application of a standard, an amendment or an interpretation, which will be applied retrospectively, are disclosed below:

IC Interpretation 4, Determining whether an Arrangement contains a Lease

iC interpretation 4 provides guidance on determining whether certain arrangements are, or contain, leases that are required to be accounted for in accordance with frS 117, leases. Where an arrangement is within the scope of frS 117, the group and the Company apply frS 117 in determining whether the arrangement is a finance or an operating lease.

The adoption of iC interpretation 4 will result in a change in accounting policy which will be applied retrospectively in accordance with frS 108, accounting policies, Changes in accounting Estimates and Errors in which certain arrangements are to be accounted for as a finance lease.

following the announcement by the maSB on 1 august 2008, the group’s financial statements will be prepared in accordance with the international financial reporting Standards (ifrS) framework for annual periods beginning on 1 January 2012. The change of the financial reporting framework is not expected to have any significant impact on the financial position and performance of the group and the Company.

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis except as disclosed in the notes to the financial statements.

at 31 march 2011, the current liabilities of the group exceeded the current assets by rm2,690,578. The validity of the going concern assumption used in the preparation of the financial statements is dependent upon the ability of the group to generate sufficient cash from its operations and the availability of adequate banking facilities to enable the group to fulfil its obligations as and when they fall due. The directors consider it appropriate to prepare the financial statements of the group on a going concern basis.

(c) Functional and presentation currency

These financial statements are presented in ringgit malaysia (rm), which is the Company’s functional currency.

NOTES TO THE FINANCIAL STATEMENTS (CONT’d)


1. bASIS OF PREPARATION (cont’d)

(d) Use of estimates and judgements The preparation of the financial statements in conformity with frSs requires management to make judgements, estimates and assumptions

that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the financial statements other than those disclosed in Notes 8 and 9 to the financial statements.

2. SIgNIFICANT ACCOUNTINg POLICIES

The accounting policies set out below have been applied consistently to the periods presented in these financial statements, and have been applied consistently by the group entities, other than those disclosed in the following notes:

• Note 2(c) - financial instruments• Note 2(e) - leased assets• Note 2(i) - receivables• Note 2(u) - Operating segments

(a) Basis of consolidation

i) Subsidiaries

Subsidiaries are entities, including unincorporated entities, controlled by the group. Control exists when the group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. in assessing control, potential voting rights that presently are exercisable are taken into account. Subsidiaries are consolidated using the purchase method of accounting except for Butterworth Transport Company Sendirian Berhad, See Hup Transport Company Sdn. Berhad, See Heng Company Sdn. Bhd. and Chuan Eng Teik (m) Sdn. Bhd. which were consolidated using the pooling–of–interests method of accounting.

under the purchase method of accounting, the financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

under the pooling–of–interests method of accounting, the results of entities or businesses under common control are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established. The assets and liabilities acquired were recognised at the carrying amounts recognised previously in the group’s controlling shareholder’s consolidated financial statements. The difference between the cost of acquisition and the nominal value of the shares acquired together with the share premium are taken to merger reserve (or adjusted against any suitable reserve in the case of debit differences). The other components of equity of the acquired entities are added to the same components within group equity.

investments in subsidiaries are measured in the Company’s statement of financial position at cost less any impairment losses, unless the investment is classified as held for sale.

ii) Associates

associates are entities, including unincorporated entities, in which the group has significant influence, but not control, over the financial and operating policies.

investments in associates are accounted for in the consolidated financial statements using the equity method less any impairment losses unless it is classified as held for sale (or included in a disposal group that is classified as held for sale). The cost of the investment includes transaction costs. The consolidated financial statements include the group’s share of the profit or loss and other comprehensive income of the equity accounted associates, after adjustments, if any, to align the accounting policies with those of the group, from the date that significant influence commences until the date that significant influence ceases.

When the group’s share of losses exceeds its interest in an associate, the carrying amount of that interest (including any long–term investments) is reduced to zero, and the recognition of further losses is discontinued except to the extent that the group has an obligation or has made payments on behalf of the investee.



2. SIgNIFICANT ACCOUNTINg POLICIES (cont’d)

(a) Basis of consolidation (cont’d)

ii) Associates (cont’d)

investments in associates are measured in the Company’s statement of financial position at cost less any impairment losses, unless the investment is classified as held for sale. The cost of the investment includes transaction costs.

iii) Changes in Group composition

Where a subsidiary issues new equity shares to minority interests for cash consideration and the issue price has been established at fair value, the reduction in the group’s interests in the subsidiary is accounted for as a disposal of equity interest with the corresponding gain or loss recognised in profit or loss.

When the group purchases a subsidiary’s equity shares from minority interest for cash consideration and the purchase price has been established at fair value, the accretion of the group’s interests in the subsidiary is accounted for as a purchase of equity interest for which the purchase method of accounting is applied.

The group treats all other changes in group composition as equity transactions between the group and its minority shareholders. any difference between the group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against group reserves.

iv) Minority interests

minority interests at the end of the reporting period, being the portion of the net identifiable assets of subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly through subsidiaries, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company. minority interests in the results of the group are presented in the consolidated statement of comprehensive income as an allocation of the comprehensive income for the year between minority interest and the owners of the Company.

Where losses applicable to the minority exceed the minority’s interest in the equity of a subsidiary, the excess, and any further losses applicable to the minority, are charged against the group’s interest except to the extent that the minority has a binding obligation to, and is able to, make additional investment to cover the losses. if the subsidiary subsequently reports profits, the group’s interest is allocated with all such profits until the minority’s share of losses previously absorbed by the group has been recovered.

v) Transactions eliminated on consolidation

intra–group balances and transactions, and any unrealised income and expenses arising from intra–group transactions, are eliminated in preparing the consolidated financial statements.

unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the group’s interest in the investees. unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of group entities at exchange rates at the dates of the transactions.

monetary assets and liabilities denominated in foreign currencies at the reporting period are retranslated to the functional currency at the exchange rate at that date.

Non–monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available–for–sale equity instruments or a financial instrument designated as a cash flow hedge of currency risk, which are recognised in other comprehensive income.




(c) Financial instruments

arising from the adoption of frS 139, financial instruments: recognition and measurement, with effect from 1 January 2010, financial instruments are categorised and measured using accounting policies as mentioned below. Before 1 January 2010, different accounting policies were applied. Significant changes to the accounting policies are discussed in Note 33.

(i) Initial recognition and measurement

a financial asset or a financial liability is recognised in the statement of financial position when, and only when, the group or the Company becomes a party to the contractual provisions of the instrument.

a financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.

an embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not categorised at fair value through profit or loss. The host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract.

(ii) Financial instrument categories and subsequent measurement

The group and the Company categorise financial instruments as follows:

Financial assets

(a) Financial assets at fair value through profit or loss

fair value through profit or loss category comprises financial assets that are held for trading, including derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or financial assets that are specifically designated into this category upon initial recognition.

derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair values cannot be reliably measured are measured at cost.

Other financial assets categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss.

(b) Held–to–maturity investments

Held–to–maturity investments category comprises debt instruments that are quoted in an active market and the group or the Company has the positive intention and ability to hold them to maturity.

financial assets categorised as held–to–maturity investments are subsequently measured at amortised cost using the effective interest method.

(c) Loans and receivables

loans and receivables category comprises debt instruments that are not quoted in an active market.

financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method.

(d) Available–for–sale financial assets

available–for–sale category comprises investment in equity and debt securities instruments that are not held for trading.




(c) Financial instruments (cont’d)

(ii) Financial instrument categories and subsequent measurement (cont’d)

(d) Available–for–sale financial assets (cont’d)

investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available–for–sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. interest calculated for a debt instrument using the effective interest method is recognised in profit or loss.

all financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment (see Note 2(l)(i)).

Financial liabilities

all financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss.

fair value through profit or loss category comprises financial liabilities that are held for trading, derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or financial liabilities that are specifically designated into this category upon initial recognition.

derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair values cannot be reliably measured are measured at cost.

Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss.

(iii) Derecognition

a financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss.

a financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non–cash assets transferred or liabilities assumed, is recognised in profit or loss.

(d) Property, plant and equipment

(i) Recognition and measurement

items of property, plant and equipment are measured at cost/valuation less any accumulated depreciation and any accumulated impairment losses.

The group has availed itself to the transitional provision when the maSB first adopted iaS 16, property, plant and Equipment in 1998. Certain freehold and leasehold land and buildings were revalued in 1996 and no later valuation has been recorded for these property, plant and equipment (except in the case of impairment adjustments based on a valuation).

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self–constructed assets also includes the cost of materials and direct labour. purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.




(d) Property, plant and equipment (cont’d)

(i) Recognition and measurement (cont’d)

The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date. The fair value of property is the estimated amount for which a property could be exchanged between knowledgeable willing parties in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of other items of plant and equipment is based on the quoted market prices for similar items.

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other operating income” or “other operating expenses” respectively in profit or loss. When revalued assets are sold, the amounts included in the revaluation surplus reserve are transferred to retained earnings.

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the group or the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised to profit or loss. The costs of the day–to–day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

depreciation is recognised in profit or loss on a straight–line basis over the estimated useful lives of each part of an item of property,

plant and equipment. leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the group will obtain ownership by the end of the lease term. freehold land is not depreciated. property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.

The depreciation rate for the current and comparative periods based on their estimated useful lives are at the following principal annual rates :

Buildings 2%motor vehicles and mobile cranes 10% – 20%plant, machinery and containers 10% – 33.3%Office equipment, furniture and fittings 10% – 33.3%renovations 10%

depreciation methods, useful lives and residual values are reviewed and adjusted as appropriate at the end of the reporting period.

(e) Leased assets

(i) Finance lease

leases in terms of which the group assumes substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.




(e) Leased assets (cont’d)

(ii) Operating lease

leases, where the group does not assume substantially all the risks and rewards of the ownership are classified as operating leases and, except for property interest held under operating lease, the leased assets are not recognised in the statement of financial position of the group. property interest held under an operating lease, which is held to earn rental income or for capital appreciation or both, is classified as investment property.

in previous years, a leasehold land that normally had an indefinite economic life and title was not expected to pass to the lessee by the end of the lease term was treated as an operating lease. The payment made on entering into or acquiring a leasehold land that was accounted for as an operating lease represents prepaid lease payments, except for leasehold land classified as investment property.

The group has adopted the amendment made to frS 117, leases in 2010 in relation to the classification of lease of land. leasehold land which in substance is a finance lease has been reclassified and measured as such retrospectively.

payments made under operating leases are recognised in profit or loss on a straight–line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. lease incentives received are recognised in profit or loss as an integral part of the total lease expense, over the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in which they are incurred.

(f) Investment property

(i) Investment properties carried at cost

investment properties are properties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. These include land held for a currently undetermined future use. properties that are occupied by the companies in the group are accounted for as owner–occupied rather than as investment properties.

investment properties are stated at cost less any accumulated depreciation and any accumulated impairment losses, consistent with the accounting policy for property, plant and equipment as stated in accounting policy Note 2(d).

depreciation is charged to profit or loss on a straight–line basis over the estimated useful lives of 50 years for buildings. freehold land is not depreciated.

an investment property is derecognised on its disposal, or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. The difference between the net disposal proceeds and the carrying amount is recognised in profit or loss in the period in which the item is derecognised.

an investment property under construction before 1 January 2010 was classified as property, plant and equipment and measured at cost until construction or development is complete. following the amendment made to frS 140, investment property, with effect from 1 January 2010, investment property under construction is classified as investment property.

(ii) Reclassification to/from investment property

an item of property, plant and equipment is transferred to investment property when there is a change in its use. Transfer between investment property, plant and equipment and inventories do not change the carrying amount.

(iii) Determination of fair value

The directors estimate the fair values of the group’s investment properties without involvement of independent valuers.

The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.




(f) Investment property (cont’d)

(iii) Determination of fair value (cont’d)

in the absence of current prices in an active market, the valuations are prepared by considering the aggregate of the estimated cash flows expected to be received from renting out the property. a yield that reflects the specific risks inherent in the net cash flows is then applied to the net annual cash flows to arrive at the property valuation.

valuations reflect, where appropriate:

• the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting vacant accommodation, and the market’s general perception of their creditworthiness;

• the allocation of maintenance and insurance responsibilities between the group and the lessee; and • the remaining economic life of the property.

When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and where appropriate counter–notices have been served validly and within the appropriate time.

(g) Goodwill

goodwill arises on business combinations and is measured at cost less any accumulated impairment losses.

for acquisitions prior to 1 January 2006, goodwill represents the excess of the cost of the acquisition over the group’s interest in the fair values of the net identifiable assets and liabilities.

for business acquisitions beginning from 1 January 2006, goodwill represents the excess of the cost of the acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree.

any excess of the group’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of acquisition (“negative goodwill”) is recognised immediately in profit or loss.

goodwill with indefinite useful life is not amortised but is tested for impairment annually and whenever there is an indication that it may be impaired.

(h) Trading inventories

Trading inventories are measured at the lower of cost and net realisable value.

The cost of inventories is based on the weighted average cost formula and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(i) Receivables

prior to 1 april 2010, receivables were initially recognised at their costs and subsequently remeasured at cost less allowance for doubtful debts.

following the adoption of frS 139, trade and other receivables are categorised and measured as loans and receivables in accordance with Note 2(c).

(j) Non–current assets held for sale

Non–current assets (or disposal group comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale.

immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the group’s accounting policies. Thereafter generally the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell.




(k) Cash and cash equivalents

Cash and cash equivalents consist of cash in hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value. for the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.

Cash and cash equivalents (other than bank overdrafts) are categorised and measured as loans and receivables in accordance with policy Note 2(c).

(l) Impairment

(i) Financial assets

all financial assets (except for investments in subsidiaries and associates) are assessed at each reporting date whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. losses expected as a result of future events, no matter how likely, are not recognised. for an equity instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment.

an impairment loss in respect of loans and receivables and held–to–maturity is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.

an impairment loss in respect of available–for–sale financial assets is recognised in profit or loss and is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available–for–sale financial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive income is reclassified from equity and recognised to profit or loss.

an impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset.

impairment losses recognised in profit or loss for an investment in an equity instrument is not reversed through profit or loss.

if, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss.

(ii) Other assets

The carrying amounts of other assets (except for inventories and non–current assets (or disposal groups) classified as held for sale) are reviewed at the end of each reporting period to determine whether there is any indication of impairment.

if any such indication exists, then the asset’s recoverable amount is estimated. for the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash–generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash–generating units that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or cash–generating unit is the greater of its value in use and its fair value less costs to sell. 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.

an impairment loss is recognised if the carrying amount of an asset or its cash–generating unit exceeds its recoverable amount.

impairment losses are recognised in profit or loss. impairment losses recognised in respect of cash–generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (groups of units) on a pro rata basis.




(l) Impairment (cont’d)

(ii) Other assets (cont’d)

an impairment loss in respect of goodwill is not reversed. in respect of other assets, impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognised.

(m) Equity instruments

instruments classified as equity are stated at cost on initial recognition and are not remeasured subsequently.

Issue expenses

Costs directly attributable to issue of instruments classified as equity are recognised as a deduction from equity.

(n) Employee benefits

(i) Short term employee benefits

Short term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided.

a liability is recognised for the amount expected to be paid under short term cash bonus or profit–sharing plans if the group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

The group’s contributions to statutory pension funds are charged to profit or loss in the year to which they relate. Once the contributions have been paid, the group has no further payment obligations.

(ii) Share–based payment transactions

The grant date fair value of share–based payment awards to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non–market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non–market performance conditions at the vesting date.

for share–based payment awards with non–vesting conditions, the grant date fair value of the share–based payment is measured to reflect such conditions and there is no true–up for differences between expected and actual outcomes.

The fair value of employee share stock options is measured using a binomial lattice model. measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk–free interest rate (based on government bonds). Service and non–market performance conditions attached to the transactions are not taken into account in determining fair value.

(o) Provisions

a provision is recognised if, as a result of a past event, the group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. provisions are determined by discounting the expected future cash flows at a pre–tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.




(p) Contingent liabilities Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is

disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. possible obligations, whose existence will only be confirmed by the occurrence or non–occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the Company considers these to be insurance arrangements, and accounts for them as such. in this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee.

(q) Revenue and other income

(i) Goods sold

revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and allowances, trade discount and volume rebates. revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

(ii) Services

revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the transaction at the end of the reporting period. Transportation, forwarding and handling charges are recognised when the services are rendered.

(iii) Rental income

rental income is recognised in profit or loss on a straight–line basis over the term of the lease. lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease. rental income from subleased property is recognised as other operating income.

(iv) Dividend income

dividend income is recognised in profit or loss on the date that the group’s or the Company’s right to receive payment is established, which in the case of quoted securities is the ex–dividend date.

(v) Interest income

interest income is recognised as it accrues using the effective interest method in profit or loss.

(r) Borrowing costs

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Borrowing costs that are 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 capitalised as part of the cost of those assets.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

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.




(s) Income tax

income tax expense comprises current and deferred tax. income tax expense is recognised in profit or loss except to the extent that it relates to a business combination or to items recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous years.

deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill and the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss. deferred tax is measured at the tax rates that are expected to apply to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

a deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(t) Earnings per ordinary share

The group presents basic and diluted earnings per ordinary share data for its ordinary shares (EpS).

Basic EpS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

diluted EpS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

(u) Operating segments

in previous years, a segment was a distinguishable component of the group that was engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which was subject to risks and rewards that are different from those of other segments.

following the adoption of frS 8, Operating Segments, an operating segment is a component of the group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the group’s other components. an operating segment’s operating results are reviewed regularly by the chief operating decision maker, which in this case is the managing director of the group, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.



3. PROPERTY, PLANT AND EqUIPMENT – gROUP

At valuation At cost

Land and buildings

Land and buildings

Motor vehicles

and mobile cranes

Plant, machinery

and containers

Office equipment,

furniture and fittings Renovations

Under construction Total

RM RM RM RM RM RM RM RMAt Valuation/Cost

at 1 april 2009, restated 7,021,207 9,731,502 73,517,336 24,731,391 3,631,835 – – 118,633,271additions – 256,575 4,403,398 56,600 76,409 19,500 2,891,469 7,703,951disposals – – (3,457,042) (854,195) (72,276) (2,050) – (4,385,563)Write–off – – (223,990) (950,182) – – – (1,174,172)reclassification – – (1,941,754) 1,982,871 (109,607) 68,490 – –

at 31 march 2010/1 april 2010, restated 7,021,207 9,988,077 72,297,948 24,966,485 3,526,361 85,940 2,891,469 120,777,487

additions – 64,253 9,297,756 290,408 86,195 16,852 – 9,755,464disposals – (93,430) (2,038,855) (2,377,580) (14,000) – – (4,523,865)Write–off – – (977,174) – (11,000) – – (988,174)reclassification – – 2,891,469 – – – (2,891,469) –

at 31 march 2011 7,021,207 9,958,900 81,471,144 22,879,313 3,587,556 102,792 – 125,020,912

Accumulated depreciation and impairment loss

at 1 april 2009, restated- accumulated

depreciation 1,115,375 591,182 39,027,723 13,497,966 2,406,451 – – 56,638,697- accumulated

impairment loss – – 320,759 – – – – 320,759

1,115,375 591,182 39,348,482 13,497,966 2,406,451 – – 56,959,456

depreciation for the year 88,150 109,618 5,580,061 2,979,692 268,320 163 – 9,026,004disposals – – (3,123,466) (401,353) (45,272) – – (3,570,091)Write–off – – (149,235) (950,178) – – – (1,099,413)reclassification – – (1,332,517) 1,360,429 (45,663) 17,751 – –impairment loss – – 7,800 – – – – 7,800

at 31 march 2010, restated

- accumulated depreciation 1,203,525 700,800 40,303,504 16,486,556 2,583,836 17,914 – 61,296,135

- accumulated impairment loss – – 27,621 – – – – 27,621

1,203,525 700,800 40,331,125 16,486,556 2,583,836 17,914 – 61,323,756



3. PROPERTY, PLANT AND EqUIPMENT – gROUP (cont’d)

At valuation

At cost

Land and buildings

Land and buildings

Motor vehicles

and mobile cranes

Plant, machinery

and containers

Office equipment,

furniture and fittings Renovations

Under construction Total

RM RM RM RM RM RM RM RMAccumulated

depreciation and impairment loss

at 1 april 2010, restated- accumulated

depreciation 1,203,525 700,800 40,303,504 16,486,556 2,583,836 17,914 – 61,296,135- accumulated

impairment loss – – 27,621 – – – – 27,621

1,203,525 700,800 40,331,125 16,486,556 2,583,836 17,914 – 61,323,756

depreciation for the year 88,150 110,117 6,046,723 2,688,637 255,169 16,061 – 9,204,857disposals – (1,990) (1,714,259) (1,090,852) (13,999) – – (2,821,100)Write–off – – (918,887) – (10,522) – – (929,409)

at 31 march 2011- accumulated

depreciation 1,291,675 808,927 43,717,081 18,084,341 2,814,484 33,975 – 66,750,483- accumulated

impairment loss – – 27,621 – – – – 27,621

1,291,675 808,927 43,744,702 18,084,341 2,814,484 33,975 – 66,778,104

Carrying amounts

at 1 april 2009, restated 5,905,832 9,140,320 34,168,854 11,233,425 1,225,384 – – 61,673,815

at 31 march 2010/1 april 2010, restated 5,817,682 9,287,277 31,966,823 8,479,929 942,525 68,026 2,891,469 59,453,731

at 31 march 2011 5,729,532 9,149,973 37,726,442 4,794,972 773,072 68,817 – 58,242,808

land and buildings comprise :

Valuation/Cost Carrying amounts2011 2010 2011 2010RM RM RM RM

Restated Restatedat valuation

freehold land 2,443,207 2,443,207 2,443,207 2,443,207leasehold land 1,023,000 1,023,000 782,328 799,378Buildings 3,555,000 3,555,000 2,503,997 2,575,097

7,021,207 7,021,207 5,729,532 5,817,682

at Cost

freehold land 4,215,203 4,150,950 4,215,203 4,150,950leasehold land 1,573,225 1,573,225 1,311,744 1,337,985Buildings 4,170,472 4,263,902 3,623,026 3,798,342

9,958,900 9,988,077 9,149,973 9,287,277



3. PROPERTY, PLANT AND EqUIPMENT – gROUP (cont’d)

3.1 Revaluation

The landed properties are stated at directors’ valuation based on a valuation exercise carried out in 1996 by firms of independent professional valuers based on the open market value basis.

it is the group’s policy to state its property, plant and equipment at cost. revaluation of its landed properties was carried out in 1996 in conjunction with the listing exercise of the group and was not intended to effect a change in accounting policy. in accordance with the transitional provisions issued by the malaysian accounting Standards Board (“maSB”) upon adoption of international accounting Standards No. 16 (revised), property, plant and Equipment, the valuation of these assets has not been updated and they continue to be stated at their existing carrying amounts less accumulated depreciation.

Subsequent additions are shown at cost while deletions are at valuation or cost as appropriate.

Had the revalued land and buildings been carried at historical cost less accumulated depreciation, the carrying amount of the revalued assets that would have been included in the financial statements at the end of the year would be as follows :

Accumulated Carrying Cost depreciation amountsRM RM RM

2011

freehold land 1,445,738 – 1,445,738freehold buildings 405,233 125,588 279,645leasehold buildings 2,495,824 736,286 1,759,538leasehold land 442,011 134,381 307,630

4,788,806 996,255 3,792,551

2010

freehold land 1,445,738 – 1,445,738freehold buildings 405,233 116,676 288,557leasehold buildings 2,495,824 686,369 1,809,455leasehold land 442,011 127,014 314,997

4,788,806 930,059 3,858,747

3.2 Assets under finance lease liabilities

included in the property, plant and equipment of the group are assets acquired under finance lease arrangements with carrying amounts of rm11,090,839 (2010 : rm15,962,144).

3.3 Security

Certain property, plant and equipment of the group with carrying amounts of rm8,043,209 (2010 : rm7,243,735) are charged to banks as security for secured borrowings granted to the group (Note 15).

3.4 Leasehold land

The carrying amounts of land and buildings at 1 april 2009 and 31 march 2010 have been adjusted following the adoption of the amendments to frS 117, leases, where leasehold land, in substance is a finance lease, has been reclassified from prepaid lease payments to property, plant and equipment.



4. INVESTMENT PROPERTIES – gROUP

RMCost

at 1 april 2009 3,623,349additions 61,382disposals (139,809)

at 31 march 2010/1 april 2010 3,544,922

disposals (480,545)

at 31 march 2011 3,064,377

Accumulated depreciation

at 1 april 2009 648,760depreciation for the year 53,148

at 31 march 2010/1 april 2010 701,908

depreciation for the year 55,153disposals (55,361)

at 31 march 2011 701,700

Carrying amounts

at 1 april 2009 2,974,589

at 31 march 2010/1 april 2010 2,843,014

at 31 march 2011 2,362,677

investment properties comprise a number of commercial properties and vacant land that are leased to third parties or held for capital appreciation. The directors estimate that the fair value of the investment properties approximate to their carrying amounts.

The following are recognised in profit or loss in respect of investment properties :

2011 2010RM RM

rental income 44,850 32,775direct operating expenses

- income generating investment properties 3,396 5,305

- non–income generating investment properties 1,997 2,825



5. INVESTMENT IN SUbSIDIARIES – COMPANY

2011 2010RM RM

unquoted shares, at cost 33,190,453 33,007,126

less : - impairment loss (2,142,387) (2,142,387)

31,048,066 30,864,739

details of subsidiaries are as follows :

Name of subsidiaryEffective ownership

interestPrincipal activities

2011 2010% %

Held by the Company

See Hup Transport (K.l.) Sdn. Bhd. 100 100 Transportation servicesJentanian Transport and forwarding Sdn. Bhd. * 100 100 Transportation servicesButterworth Transport Company Sendirian Berhad * 100 100 Transportation servicesSee Hup Transport Company Sdn. Berhad 100 99.7 Transportation services and trading in

general merchandiseSee Heng Company Sdn. Bhd. 100 100 Hiring of cranes, forklifts, heavy equipment

and machinery and trading in general merchandise

Chuan Eng Teik (m) Sdn. Bhd. * 100 100 Hiring of vehiclesmazs marketing (m) Sdn. Bhd. * 76.8 76.8 Bonded truck services and bonded

warehousinglimsa Ekuiti Sdn. Bhd. * 100 100 investment holdingSee Hup pioneer logistics Sdn. Bhd. * 56.5 54.0 provision of warehousing and forwarding

services and investment holdingSH logistics (m) Sdn. Bhd. * 50.1 50.1 Transportation servicesSH link international Sdn. Bhd. * 54.0 54.0 forwarding agent servicesSH global freight Sdn Bhd * 75.0 – forwarding/ transport services providerBentara dermaga Sdn. Bhd. 80.3 80.3 provision of bulk cargo handling services

and hiring of plant/machineryprosper power Sdn. Bhd. 54.0 54.0 provision of bulk cargo handling servicesagriplex (m) Sdn. Bhd. 70.0 70.0 forwarding services and transport services

provider

Held by Limsa Ekuiti Sdn. Bhd.

Sinar Sempurna Sdn. Bhd. * 100 100 ContractorShiua Chyuan precision industrial (m) Sdn. Bhd. * 100 100 letting of property

Held by See Hup Pioneer Logistics Sdn. Bhd.

SH Haulage Sdn. Bhd. 39.6 37.8 provision of container haulage services

all the subsidiaries are incorporated in malaysia.

* Subsidiaries not audited by Kpmg.



6. INVESTMENT IN ASSOCIATES

Group Company2011 2010 2011 2010RM RM RM RM

unquoted shares, at cost 3,057,298 3,100,764 965,432 965,432Shares of post-acquisition reserves 1,413,064 943,152 – –

4,470,362 4,043,916 965,432 965,432

Name of associateEffective ownership

interestPrincipal activities

Country of incorporation

2011 2010% %

Held by the Company

perkapalan maritime Sdn. Bhd. # 49.0 49.0 forwarding agent services malaysiaTanjung marine Sdn. Bhd. # 49.0 49.0 forwarding agent services malaysiaSH freight Services Sdn. Bhd. # # 50.0 50.0 forwarding agent services malaysia

Held by SH Logistics (M) Sdn. Bhd. - See Hup pioneer logistics (Thailand) Co. ltd. * 22.8 22.8 Transportation services Thailand

Held by See Hup Pioneer Logistics Sdn. Bhd.

- fourseas Cargo Co. ltd. * – 25.0 dormant Thailand

Held by Sinar Sempurna Sdn. Bhd.

- leong Hin Equipment (m) Sdn. Bhd. * 40.0 40.0 rental of machinery and equipment malaysia

Summary financial information on associates :

Group Revenue

Profit/(Loss) for the

year Total assets Total liabilities(100%) (100%) (100%) (100%)

2011 RM RM RM RMEquity accountedperkapalan maritime Sdn. Bhd. 781,850 74,574 1,132,282 232,958Tanjung marine Sdn. Bhd. 10,425,725 292,792 5,705,256 3,737,743See Hup pioneer logistics (Thailand) Co. ltd. 7,594,772 (181,265) 4,370,692 3,711,288leong Hin Equipment (m) Sdn. Bhd. 4,165,169 729,620 9,645,211 4,862,797SH freight Services Sdn. Bhd. 264,066 72,294 407,456 46,111

23,231,582 988,015 21,260,897 12,590,897



6. INVESTMENT IN ASSOCIATES (cont’d)

Group Revenue

Profit/(Loss) for the

year Total assets Total liabilities(100%) (100%) (100%) (100%)

2010 RM RM RM RM

Equity accountedperkapalan maritime Sdn. Bhd. 956,458 50,620 1,049,172 224,422Tanjung marine Sdn. Bhd. 9,805,318 181,797 5,029,076 3,354,355See Hup pioneer logistics (Thailand) Co. ltd. 7,821,463 93,400 4,905,780 4,067,637fourseas Cargo Co. ltd. – – 196,000 –leong Hin Equipment (m) Sdn. Bhd. 4,114,358 91,570 8,130,489 3,912,564SH freight Services Sdn. Bhd. (formerly known

as SH Supplies Sdn. Bhd.) 254,746 75,056 316,879 45,901

22,952,343 492,443 19,627,396 11,604,879

# The associate’s financial year end is 31 march. # # The associate’s financial year end is 30 September. * The associate’s financial year end is 31 december.

7. OTHER INVESTMENTS

Group Total Unquoted sharesShares quoted in

MalaysiaRM RM RM

2011Non–current

available–for–sale financial assets 187,815 167,685 20,130less: impairment loss (66,403) (66,403) –

121,412 101,282 20,130

representing items :at cost 101,282 101,282 –at fair value 20,130 – 20,130

121,412 101,282 20,130

market value of quoted shares 20,130 – 20,130



7. OTHER INVESTMENTS (cont’d)

Group TotalUnquoted

sharesShares quoted in

MalaysiaRM RM RM

2010Non–current

at cost 189,085 167,685 21,400

representing items :at cost 189,085 167,685 21,400

market value of quoted shares 20,290 – 20,290

Company

2011Non–current

available–for–sale financial assets 167,685 167,685 –less: impairment loss (66,403) (66,403) –

101,282 101,282 –

representing items :

at cost 101,282 101,282 –

2010Non–current

at cost 167,685 167,685 –

representing items :at cost 167,685 167,685 –

The comparative figures as at 31 march 2010 have not been presented based on the new categorisation of financial assets resulting from the

adoption of frS 139 by virtue of the exemption given in frS 7.44aa. 8. gOODWILL ON CONSOLIDATION – gROUP

2011 2010RM RM

Balance at beginning of year/end of year 3,797,564 3,797,564

The above goodwill acquired is in respect of the group’s acquisition of subsidiaries and is stated at cost.

(a) Key sources of estimation uncertainty

The group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash–generating unit (“Cgu”). Estimating the value in use requires the group to make an estimate of the expected future cash flows from cash–generating unit and also to apply a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of the group’s goodwill as at 31 march 2011 was approximately rm3,797,000 (2010 : rm3,797,000).



8. gOODWILL ON CONSOLIDATION – gROUP (cont’d)

(b) Recoverable amount based on value in use

The recoverable amount of a Cgu is determined based on value in use calculations based on the following key assumptions :

(i) Cash flows for 5 years are projected based on the financial estimates made by the directors.

(ii) discount rate used for cash flows discounting purposes are the management’s estimate of average cost of capital required in the respective segments. The discount rate applied for the cash flow projections is 5%.

(iii) The financial estimates are projected based on the historical average earnings before interest, taxation, depreciation and amortisation (“EBiTda”) rate of 15%.

(iv) revenue is projected to increase by 10% annually via new logistics contracts from new and existing customers.

With regard to the assessment of value in use and fair value less costs to sell, management believes that no reasonably possible change in any of the above key assumptions would cause the recoverable amount of the Cgu to be materially below its carrying amount.

9. RECEIVAbLES, DEPOSITS AND PREPAYMENTS

Group Company2011 2010 2011 2010

Note RM RM RM RMNon–current

Trade

Others 9.1 3,911,091 – – –

Current

Trade

Companies in which certain directors have substantial financial interests 9.2 – 8,728 – –

associates 9.2 1,676,906 1,799,159 – –Others 41,680,256 37,053,673 – –less : impairment loss (581,635) (1,823,982) – –

42,775,527 37,037,578 – –

Non–trade

Subsidiaries 9.3 – – 14,791,510 13,827,329associates 9.3 2,745,409 2,800,216 13,209 13,618Other receivables 1,332,168 1,669,806 – 14,269prepayments 1,266,989 1,770,625 – –deposits 1,543,460 1,930,644 – –

6,888,026 8,171,291 14,804,719 13,855,216

49,663,553 45,208,869 14,804,719 13,855,216



9. RECEIVAbLES, DEPOSITS AND PREPAYMENTS (cont’d)

9.1 Non–current trade receivables

pursuant to the debt settlement arrangements entered into by the group with certain debtors, an amount of rm3,911,091 will be received after twelve months from the end of the reporting period.

9.2 Trade receivables

The trade receivables of the group due from associates and companies in which certain directors have substantial financial interests are subject to the normal trade terms.

9.3 Amount due from subsidiaries and associates

The non–trade receivables due from subsidiaries and associates are unsecured, interest free and repayable on demand.

10. ASSETS CLASSIFIED AS HELD FOR SALE – gROUP

2011 2010RM RM

Freehold land, at cost

at 1 april – 7,325,066disposal – (7,325,066)

at 31 march – –

This relates to the property located within the district of Seberang prai Tengah, penang whereby a subsidiary had entered into a Sale and purchase agreement in prior year for its disposal. The disposal did not result in any gain or loss.

11. CASH AND CASH EqUIVALENTS


deposits placed with licensed banks 1,160,913 127,990 – –Cash and bank balances 3,418,176 918,995 1,171 81,089

4,579,089 1,046,985 1,171 81,089

The entire deposits of the group are pledged as security for banking facilities granted to certain subsidiaries (Note 15).



12. SHARE CAPITAL – gROUP/COMPANY

2011 2010Amount

RMNumber of

sharesAmount

RMNumber of

sharesOrdinary shares of rm1 each

authorised : 50,000,000 50,000,000 50,000,000 50,000,000

issued and fully paid : Balance at 1 april 40,127,600 40,127,600 40,127,600 40,127,600

issued under ESOS for cash at rm1.00 per share

550,000 550,000 – –

Balance at 31 march 40,677,600 40,677,600 40,127,600 40,127,600

13. RESERVES

Group Company

Note 2011 2010 2011 2010

RM RM RM RM

Non–distributable

Share premium 2,397,073 2,365,573 2,397,073 2,365,573

property revaluation reserve 13.1 559,492 559,492 – –

Share option reserve 59,940 123,930 59,940 123,930

fair value reserve 13.2 (1,270) – – –

3,015, 235 3,048,995 2,457,013 2,489,503

distributable

retained earnings 9,136,582 9,994,921 1,820,084 2,168,332

12,151,817 13,043,916 4,277,097 4,657,835

13.1 Property revaluation reserve

The property revaluation reserve is in respect of surplus on revaluation of the group’s properties.



13. RESERVES (cont’d)

13.2 Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognised or impaired.

movements in the reserves are shown in the Statements of Changes in Equity.

Subject to agreement by the inland revenue Board, the Company has sufficient Section 108 tax credit and exempt income to frank/distribute its entire retained earnings at 31 march 2011 if paid out as dividends.

The finance act 2007 introduced a single tier company income tax system with effect from year of assessment 2008. as such, the Section 108 tax credit as at 31 march 2011 will be available to the Company until such time the credit is fully utilised or upon expiry of the transitional period on 31 december 2013, whichever is earlier.

14. MINORITY INTERESTS

This consists of the minority shareholders’ proportion of share capital and reserves of subsidiaries.

15. LOANS AND bORROWINgS – gROUP

2011 2010RM RM

Current

Term loans – secured – fixed rate – 528,893– floating rate 2,648,900 1,617,269Bank overdrafts – secured 1,913,270 1,556,958

– unsecured – 9,625,168Bankers’ acceptances – unsecured 14,050,000 9,176,992revolving credits – unsecured 9,700,000 5,000,000finance lease liabilities 2,702,497 4,513,246Others 10,915 –

31,025,582 32,018,526

Non–current

Term loans – secured – floating rate 4,549,861 3,047,700finance lease liabilities 4,434,139 2,279,469

8,984,000 5,327,169

15.1 Security

The secured bank borrowings are secured over fixed deposits with licensed banks and certain properties and equipment of the group.



15. LOANS AND bORROWINgS – gROUP (cont’d)

15.2 Interest

The bank overdrafts bear interest at rates ranging from 0.75% to 1.5% (2010 : 1.25% to 2.00%) per annum above the bankers’ base lending rates.

The bankers’ acceptances are subject to discount interest ranging from 2.98% to 3.57% (2010 : 2.23% to 3.98%) per annum.

The revolving credits are subject to interest at 1.25% (2010 : 1.25%) per annum above the bankers’ cost of funds.

The fixed rate secured term loans bear interest at Nil (2010 : 6%) per annum.

The floating rate secured term loans bear interest at rates ranging from 0.25% to 1.50% (2010 : 0.50% to 1.50% ) per annum above the bankers’ base lending rates.

The finance lease liabilities are subject to fixed interest rates ranging from 2.23% to 4.00% (2010 : 2.23% to 4.02%) per annum.

15.3 Finance lease liabilities

finance lease liabilities are payable as follows :

2011 2010Future

minimumlease payments Interest

Present value of minimum lease

payments

Futureminimum

lease payments Interest

Present value of minimum lease

paymentsRM RM RM RM RM RM

less than 1 year 3,096,426 393,929 2,702,497 4,815,253 302,007 4,513,246Between 1 and

5 years4,868,624 434,485 4,434,139 2,429,500 150,031 2,279,469

7,965,050 828,414 7,136,636 7,244,753 452,038 6,792,715

16. DEFERRED TAx LIAbILITIES – gROUP

The recognised deferred tax liabilities/(assets) are as follows :

2011 2010RM RM

property, plant and equipment – capital allowances 3,746,490 4,887,908– revaluation 452,651 478,917

unutilised tax losses (227,000) (349,811)provisions (34,000) (166,295)unabsorbed capital allowance – (561,093)

3,938,141 4,289,626



16. DEFERRED TAx LIAbILITIES – gROUP (cont’d)

The movements in deferred tax liabilities/(assets) during the year are as follows :

At 1 April 2009

Recognised in profit

or lossAt 31 March

2010

Recognisedin profit

or lossAt 31 March

2011RM RM RM RM RM

property, plant and equipment – capital allowances 4,483,877 404,031 4,887,908 (1,141,418) 3,746,490– revaluation 478,917 – 478,917 (26,266) 452,651unutilised tax losses (721,773) 371,962 (349,811) 122,811 (227,000)provisions (68,334) (97,961) (166,295) 132,295 (34,000)unabsorbed capital allowances – (561,093) (561,093) 561,093 –

4,172,687 116,939 4,289,626 (351,485) 3,938,141

No deferred tax has been recognised for the following items :

2011 2010RM RM

unutilised tax losses 3,364,419 3,260,483Taxable temporary differences (4,106,942) (2,461,019)unabsorbed capital allowances 4,692,655 3,020,184

3,950,132 3,819,648

The unutilised tax losses and unabsorbed capital allowances do not expire under current tax legislation. deferred tax assets have not been recognised

in respect of these items because it is not probable that future taxable profits will be available against which the group can utilise the benefits therefrom.

The comparative figures have been restated to reflect the revised taxable temporary differences, unutilised tax losses and unabsorbed capital allowances available to the group.



17. PAYAbLES AND ACCRUALS

Group CompanyNote 2011 2010 2011 2010

RM RM RM RMTrade

associates 17.1 1,982,423 1,248,564 – –Others 17,333,594 6,804,013 – –

19,316,017 8,052,577 – –

Non–trade

Subsidiaries 17.2 – – 2,034,669 1,191,106associates 17.2 1,150,000 1,948,085 – –Shareholders 17.2 160,000 160,000 – –directors 17.2 25,000 75,000 – –Other payables 17.3 2,864,167 4,720,138 8,893 10,285accrued expenses 2,682,774 2,152,109 67,000 72,000

6,881,941 9,055,332 2,110,562 1,273,391

26,197,958 17,107,909 2,110,562 1,273,391

17.1 Amount due to associates

The trade payables due to associates are subject to the normal trade terms.

17.2 Amounts due to subsidiaries, associates, shareholders and Directors

The non–trade payables due to subsidiaries, associates, shareholders and directors are unsecured, interest free and payable on demand.

17.3 Advances from third party

included in other payables is an amount of rm1,250,000 (2010 : rm1,000,000) being advances from third party which is unsecured, payable on demand and subject to interest at 10% (2010 : 9.5%) per annum.

18. REVENUE


Sale of goods 51,443,269 18,618,482 – –rental income from warehousing services 822,961 768,038 – –freight and forwarding services 82,716,042 78,734,910 – –Hiring out of cranes and forklifts 47,215 145,898 – –dividend income (gross)

- subsidiaries – – 1,810,854 2,099,478Others 290,450 20,140 – –

135,319,937 98,287,468 1,810,854 2,099,478



19. STAFF COSTS – gROUP

included in the group’s staff costs are contributions to Employees’ provident fund of rm1,200,600 (2010 : rm1,094,140).

20. FINANCINg COSTS – gROUP

2011 2010RM RM

interest payable/paid :

Bank overdrafts 434,733 989,661finance lease liabilities 446,982 568,231Term loans 407,426 348,762Bankers’ acceptances 407,714 221,754revolving credits 513,477 106,207Others 23,009 36,944

2,233,341 2,271,559



21. PROFIT bEFORE TAx

profit before tax is arrived at :


after charging :

auditors’ remuneration- Statutory audit- Kpmg- current year 88,000 80,000 16,000 15,000- prior year 3,000 – – –

- Other auditors - current year 31,500 39,900 – –- prior year (7,500) (1,500) – –

- Other services - Kpmg 5,000 3,000 5,000 3,000

depreciation- property, plant and equipment 9,204,857 9,026,004 – –- investment properties 55,153 53,148 – –

directors’ emolumentsdirectors of the Company

- fees 113,500 113,500 50,000 50,000- others 1,164,447 1,137,697 – –

Other directors- fees 72,500 72,500 – –- others 1,287,883 1,218,210 – –

Hire of equipment and vehicles 17,284,518 14,682,911 – –rental expense 895,636 683,918 – –impairment loss on receivables, net 500,838 105,456 – –Equipment written off 58,765 74,759 – –impairment loss on equipment – 7,800 – –loss on disposal of investment properties 45,184 1,771 – –loss on foreign exchange – realised 2,807 – – –impairment loss on other investment 66,403 – 66,403 –

and crediting :

gain on foreign exchange – realised – 2,476 – –

gain on disposal of :

- property, plant and equipment 320,664 798,946 – –

- investment in an associate 6,320 – – –

rental income from properties 110,250 216,881 – –

interest income 546,678 392,049 45,974 55,784

dividend income

- subsidiaries – – 1,810,854 2,099,478

- others (quoted in malaysia) 1,660 324 – –

Bad debts recovered 1,250 19,957 – –

Negative goodwill recognised 30,047 – – –



22. KEY MANAgEMENT PERSONNEL COMPENSATION

The key management personnel compensations are as follows :


directors of the Company- fees 88,500 88,500 25,000 25,000- remuneration 1,131,447 1,105,697 – –- Benefits–in–kind 33,300 25,900 – –

Other directors- fees 40,000 40,000 – –- remuneration 407,160 387,571 – –

Total short–term employee benefits 1,700,407 1,647,668 25,000 25,000

The key management personnel is identified by the group as certain directors of the group having authority and responsibility for planning, directing and controlling the activities of the group either directly or indirectly.

23. INCOME TAx ExPENSE

Recognised in profit or loss


income tax expense on continuing operations 918,725 919,511 432,788 (7,781)Share of tax of equity accounted associates 150,758 41,380 – –

Total income tax expense 1,069,483 960,891 432,788 (7,781)

major components of income tax expense include :


Current tax expense

- Based on results for the year 742,422 649,200 436,366 14,000- under/(Over) provision in prior years 527,788 153,372 (3,578) (21,781)

Total current tax 1,270,210 802,572 432,788 (7,781)

Deferred tax expense

- Origination and reversal of temporary differences (166,615) 93,153 – –- under/(Over) provision in prior years (184,870) 23,786 – –

Total deferred tax (351,485) 116,939 – –

918,725 919,511 432,788 (7,781)

Share of tax of equity accounted associates 150,758 41,380 – –

Total income tax expense 1,069,483 960,891 432,788 (7,781)



23. INCOME TAx ExPENSE (cont’d)

Reconciliation of effective tax expense


profit for the year 199,752 1,214,428 1,244,430 2,062,318Total income tax expense 1,069,483 960,891 432,788 (7,781)

profit excluding tax 1,269,235 2,175,319 1,677,218 2,054,537

income tax calculated using malaysian tax rate of 25% 317,309 543,830 419,305 513,634Non–deductible expenses 390,699 302,604 17,061 25,043income not subject to tax (15,809) (1,719) – (524,870)Effect of deferred tax assets not recognised 32,621 (63,056) – –Others 1,745 2,074 – 193

726,565 783,733 436,366 14,000

(Over)/under provision in prior years 342,918 177,158 (3,578) (21,781)

1,069,483 960,891 432,788 (7,781)

24. EMPLOYEE bENEFITS

Share–based payments

On 3 September 2005, the group offered vested share options over ordinary shares to full time employees and directors of the group who have been confirmed in the employment of the group for at least one year. On 3 July 2007, a further grant on similar terms was offered to the employees of the group.

The terms and conditions of the grants are as follows; all options are to be settled by physical delivery of shares :

Number of instruments Vesting conditions Contractual life of options(’000)

Grant date

4 October 2005 * 6,014 100% vesting upon grant from grant date to 22 September 2015

3 July 2007 1,379 100% vesting upon grant from grant date to 22 September 2015

Total shares options 7,393

* The recognition and measurement principles in frS 2 have not been applied to these grants as they were granted prior to the effective date of frS 2.



24. EMPLOYEE bENEFITS (cont’d)

The number and weighted average exercise price of share options are as follows :

Weighted average exercise price

Number of options

Weighted average exercise price

Number of options

2011 2011 2010 2010RM (‘000) RM (‘000)

Outstanding at 1 april 1.00 5,156 1.00 5,617granted during the year – – – –Expired/lapsed during the year 1.00 (235) 1.00 (461)Exercised during the year 1.00 (550) 1.00 –

Outstanding at 31 march 1.00 4,371 1.00 5,156

Exercisable at 31 march 1.00 4,371 1.00 5,156

The options outstanding at 31 march 2011 have an exercise price of rm1.00 and will lapse on 22 September 2015.

during the year, 550,000 share options were exercised (2010 : nil). The weighted average share price for the year was rm0.92 (2010 : rm0.91).



25. EARNINgS PER ORDINARY SHARE – gROUP

Basic earnings per ordinary share

The calculation of basic earnings per ordinary share at 31 march 2011 was based on the profit attributable to ordinary shareholders of rm734,339 (2010 : rm1,233,572) and a weighted average number of ordinary shares outstanding during the year of 40,355,134 (2010 : 40,127,600) calculated as follows :

Weighted average number of ordinary shares

2011 2010

issued ordinary shares at 1 april 40,127,600 40,127,600Effect of ordinary shares issued 227,534 –

Weighted average number of ordinary shares at 31 march 40,355,134 40,127,600

Diluted earnings per ordinary share

for financial years ended 2011 and 2010, diluted earnings per ordinary share was not computed and presented as the effect of the ESOS is anti–dilutive.

26. DIVIDENDS – gROUP AND COMPANY

Sen per share Total amount Date of(net of tax) RM Payment

2011

final 2010 ordinary 4.05 1,625,168 8 October 2010

2010

final 2009 ordinary 2.70 1,083,445 7 October 2009

The first and final dividend of 5.4 sen per ordinary share less tax at 25% totalling rm1,625,168 proposed in the last financial year was approved by the shareholders during the last annual general meeting and accordingly, the amount has been appropriated from the retained earnings in this financial year.

after the reporting period, the following dividend was proposed by the directors. The dividend will be recognised in subsequent financial year upon approval by the owners of the Company.

Sen per share

Total Amount

(net of tax) RM

first and final 2011 ordinary 4.05 1,625,168



27. CAPITAL COMMITMENT – gROUP

2011 2010RM RM

property, plant and equipment

- Contracted but not provided for 10,989,000 17,651,000

28. CONTINgENT LIAbILITIES – COMPANY, UNSECURED

i) The Company has issued corporate guarantees to financial institutions amounting to rm72,248,800 (2010 : rm88,572,000) as security for banking facilities granted to certain subsidiaries of which rm34,275,856 (2010 : rm34,441,151) was utilised at the end of the reporting period.

ii) The Company has also undertaken to provide continuing financial support to certain subsidiaries to enable them to meet their financial obligations as and when they fall due.

29. OPERATINg SEgMENTS

The group has three reportable segments, as described below, which are the group’s strategic business units. The strategic business units offer different products/services and managed separately because they require different technology and marketing strategies. for each of the strategic business units, the group’s managing director (the chief operating decision maker) reviews internal management reports at least on a quarterly basis.

The following summary describes the operations in each of the group’s reportable segments:

Segment 1 - Transportation and logistics services

general cargo transporter, freight forwarding agent, hiring of cranes, forklifts, heavy equipment and machinery, servicing and maintenance of heavy vehicles and forklifts and provision of bonded warehouse and bonded trucks services, container haulage and bulk cargo handling services

Segment 2 - Trading general merchandise

Segment 3 - Others investment holding and letting of property, subcontracting of precasting works and general construction performance is measured based on segment operating profit as included in the internal management reports that are reviewed by the group’s

managing director (the chief operating decision maker). Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. management monitors the operating results of its business units separately for the purpose of making decision about resource allocation and performance assessment.

Segment assets The total of segment asset is measured based on all assets of a segment (excluding current tax assets), as included in the internal management

reports that are reviewed by the group’s managing director. Segment total asset is used to measure the return of assets of each segment. Segment liabilities Segment liabilities information is neither included in the internal management report nor provided regularly to the group’s managing director.

Hence, no disclosure is made on segment liability. Segment capital expenditure Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant and equipment and intangible assets

other than goodwill.



29. OPERATINg SEgMENTS (cont’d)

Transportation and logistic

services Trading Others TotalReconciliations/

Eliminations Note

Per consolidated

financial statements

RM’000 RM’000 RM’000 RM’000 RM’000 RM’00031 March 2011

Segment profit/(loss) 1,648 1,155 79 2,882 (1,764) a 1,118

Included in the measure of segment profit/(loss) are :revenue from external

customers 83,587 51,443 290 135,320 – 135,320inter-segments sales 173 927 1,811 2,911 (2,911) –depreciation and amortisation (9,167) – (93) (9,260) – (9,260)interest income 270 277 – 547 – 547

Other non–cash items (562) (64) – (626) – B (626)

Not included in the measure of segment profit/(loss) but provided to Group Managing Director :financing costs (1,880) (354) – (2,234) – (2,234)Share of profit of associates 470 – – 470 – 470

income tax expense (665) (221) (33) (919) – (919)

Segment assets 105,377 13,867 7,905 127,149 541 C 127,690

Included in the measure of segment assets are :

addition to non–current assets other than financial instruments

9,742 – 13 9,755 – 9,755




Transportation and logistic

services Trading Others TotalReconciliations/

Eliminations Note

Per consolidated financial

statementsRM’000 RM’000 RM’000 RM’000 RM’000 RM’000

31 March 2010

Segment profit/(loss) 3,755 403 38 4,196 (2,062) a 2,134

Included in the measure of segment profit/(loss) are :revenue from external

customers79,649 18,618 20 98,287 – 98,287

inter–segments sales 120 269 2,100 2,489 (2,489) –depreciation and amortisation (8,985) – (94) (9,079) – (9,079)interest income 324 68 – 392 – 392

Other non–cash items (188) – – (188) – B (188)

Not included in the measure of segment profit/(loss) but provided to Group Managing Director :financing costs (2,005) (266) – (2,271) – (2,271)Share of profit of associates 209 – – 209 – 209

income tax expense (1,012) 138 (45) (919) – (919)

Segment assets 99,355 8,635 8,877 116,867 459 C 117,326

Included in the measure of segment assets are :

addition to non–current assets other than financial instruments

7,764 – 1 7,765 – 7,765




Notes : Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements.

a. The following items are added to/(deducted from) segment profit to arrive at “profit before tax from continuing operations” presented in the consolidated statement of comprehensive income :

2011 2010RM’000 RM’000

Share of profit of associates 470 209financing costs (2,234) (2,271)

(1,764) (2,062)

B. Other material non–cash expenses consist of the following items as presented in the respective notes to the financial statements :

2011 2010RM’000 RM’000

impairment loss on receivables 501 105impairment loss on equipment – 8impairment loss on other investments 66 –Equipment written off 59 75

626 188

C. The following items are added to/(deducted from) segment assets to arrive at total assets reported in the consolidated statement of financial position :

2011 2010RM’000 RM’000

Current tax assets 541 459

Geographical information No geographical segment reporting is prepared as the group’s activities are primarily carried out in malaysia. Major customers during the year, there were sales to one major customer in trading segment amounting to rm35,098,000, which contributed more than 10% of

the group’s total revenue.

The group did not have any major customers with revenue equal or more than 10% of the group’s total revenue for the year ended 31 march 2010.



30. RELATED PARTIES – gROUP/COMPANY

for the purposes of these financial statements, parties are considered to be related to the group or the Company if the group or the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the group or the Company and the party are subject to common control or common significant influence. related parties may be individuals or other entities.

The group has related party relationships with the following: i) Subsidiaries and associates of the Company as disclosed in the financial statements. ii) Companies in which certain directors have controlling interests. iii) Key management personnel of the group :

Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the

activities of the group either directly or indirectly. The key management personnel include certain directors of the group.

The significant related party transactions of the group and of the Company, other than key management personnel compensation as disclosed in Note 22 to the financial statements, are as follows :

Transactions between the Company and its subsidiaries

Transactions amount for the year ended 31 March

2011 2010RM’000 RM’000

dividend receivable 1,811 2,099interest receivable 46 56advances received 3,954 1,155advances given 5,971 7,780

Group

i) Transactions with companies in which certain directors have substantial financial interest.


2011 2010RM’000 RM’000

Sale of trading goods – 1,382rental income 10 30rental expense – 2Transportation charges receivable 1,436 5Transportation charges payable 2,180 711



30. RELATED PARTIES – gROUP/COMPANY (cont’d)

Group (cont’d)

ii) Transactions with associates


2011 2010RM’000 RM’000

Sale of goods 626 6Transportation and forwarding charges payable 1,313 5,210Transportation charges receivable 7,498 5,942Hire of heavy machinery receivable 42 6Hire of heavy machinery payable 780 –advances given 600 –rental receivable 46 17interest income 1 42

The directors of the Company are of the opinion that the above transactions were entered into in the normal course of business and the terms of which have been established on a negotiated basis.

Non–trade balances with subsidiaries and associates are disclosed in Notes 9 and 17 to the financial statements. 31. FINANCIAL INSTRUMENTS Certain comparative figures have not been presented for 31 march 2010 by virtue of the exemption given in paragraph 44aa of frS 7. 31.1 Categories of financial instruments

The table below provides an analysis of financial instruments categorised as follows:

(a) loans and receivables (l&r);(b) available–for–sale financial assets (afS); and(c) Other financial liabilities measured at amortised cost (Ol).

Carrying amount L&R AFS2011 RM RM RM

Financial assets

Group

Other investments 121,412 – 121,412Trade and other receivables 50,764,195 50,764,195 –Cash and cash equivalents 4,579,089 4,579,089 –

55,464,696 55,343,284 121,412

Company

Other investments 101,282 – 101,282Trade and other receivables 14,804,719 14,804,719 –Cash and cash equivalents 1,171 1,171 –

14,907,172 14,805,890 101,282



31. FINANCIAL INSTRUMENTS (cont’d)

31.1 Categories of financial instruments (cont’d)

Carrying amount OL

2011 RM RM

Financial liabilities

Group

loans and borrowings 40,009,582 40,009,582Trade and other payables 26,197,958 26,197,958

66,207,540 66,207,540

Company

Trade and other payables 2,110,562 2,110,562

31.2 Net gains and losses arising from financial instrument

Group Company2011 2011RM RM

Net gain/(loss) arising on :

available–for–sale financial assets- recognised in equity (160) –- recognised in profit or loss (66,403) (66,403)

(66,563) (66,403)

31.3 Financial risk management The Company has exposure to the following risks from its use of financial instruments :

• Credit risk• liquidity risk• market risk

31.4 Credit risk Credit risk is the risk of a financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual

obligations. The group’s exposure to credit risk arises principally from its receivables from customers and investment securities. The Company’s exposure to credit risk arises principally from loans and advances to subsidiaries and financial guarantees given to banks for credit facilities granted to subsidiaries.




31.4 Credit risk (cont’d) Receivables Risk management objectives, policies and processes for managing the risk management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Normally, credit evaluations are

performed on customers requiring credit at managements’ discretion. Exposure to credit risk, credit quality and collateral as at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in

the statements of financial position. management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are measured at their realisable

values. a significant portion of these receivables are regular customers that have been transacting with the group. The group uses ageing analysis to monitor the credit quality of the receivables. any receivables having significant balances past due more than 120 days, which are deemed to have higher credit risk, are monitored individually.

Impairment losses

The ageing of trade receivable as at the end of the reporting period was :

Gross Individual impairment

Collective impairment

Net

Group RM RM RM RM

2011

Not past due 19,897,908 – – 19,897,908past due 1 – 30 days 10,869,118 – – 10,869,118past due 31 – 120 days 6,572,143 – – 6,572,143past due more than 120 days – 1 year 4,921,590 – – 4,921,590past due more than 1 year 5,007,494 (489,187) (92,448) 4,425,859

47,268,253 (489,187) (92,448) 46,686,618

The movements in the allowance for impairment losses of trade receivables during the financial year were :

Group 2011 RM

at 1 april 1,823,982impairment loss recognised 590,979impairment loss written back (90,141)impairment loss written off (1,743,185)

at 31 march 581,635

at 31 march 2011, there were no significant concentrations of credit risk other than amounts due from three customers totalling rm23,365,844 (2010 : one customer totalling rm10,858,320) which represents 50% (2010 : 26%) of total receivables of the group.

The allowance account in respect of trade receivables is used to record impairment losses. unless the Company is satisfied that recovery of the amount is possible, the amount considered irrecoverable is written off against the receivable directly.




31.4 Credit risk (cont’d) Financial guarantees Risk management objectives, policies and processes for managing the risk The Company provides unsecured financial guarantees to banks in respect of banking facilities granted to certain subsidiaries. The Company

monitors on an ongoing basis the results of the subsidiaries and repayments made by the subsidiaries. Exposure to credit risk, credit quality and collateral The maximum exposure to credit risk amounts to rm34,275,856 (2010: rm34,441,151) representing the outstanding banking facilities of

the subsidiaries as at the end of the reporting period. as at the end of the reporting period, there was no indication that any subsidiary would default on repayment. The financial guarantees have not been recognised since the fair value on initial recognition was not material. Inter company balances Risk management objectives, policies and processes for managing the risk The Company provides unsecured loans and advances to subsidiaries. The Company monitors the results of the subsidiaries regularly. Exposure to credit risk, credit quality and collateral as at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement of

financial position. Impairment losses as at the end of the reporting period, there was no indication that the loans and advances to the subsidiaries are not recoverable. The

Company does not specifically monitor the ageing of the advances to the subsidiaries as the advances are repayable on demand.

31.5 Liquidity risk liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group’s exposure to liquidity

risk arises principally from its various payables, loans and borrowings. The group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure, as far as possible,

that it will have sufficient liquidity to meet its liabilities when they fall due.




31.5 Liquidity risk (cont’d)

Maturity analysis

The table below summarises the maturity profile of the group’s and of the Company’s financial liabilities as at the end of the reporting period based on undiscounted contractual payments :

Carrying amount

Contractual interest rates

Contractual cash flows

Under 1 year 1 – 2 years 2 – 5 years More than 5 years

Group RM % RM RM RM RM RM

2011

Non-derivative financial liabilities

Term loans 7,198,761 6.55 – 7.80 7,974,076 2,968,414 2,206,308 2,799,354 –finance lease liabilities 7,136,636 2.23 – 4.00 7,965,050 3,096,426 1,897,552 2,971,072 –revolving credits 9,710,915 3.11 – 6.36 9,710,915 9,710,915 – – –Bank overdrafts 1,913,270 7.05 – 7.80 1,913,270 1,913,270 – – –Bankers’ acceptances 14,050,000 2.98 – 3.57 14,050,000 14,050,000 – – –Trade and other payables- interest bearing 1,250,000 10.00 1,250,000 1,250,000 – – –- Non-interest bearing 24,947,958 – 24,947,958 24,947,958 – – –

66,207,540 67,811,269 57,936,983 4,103,860 5,770,426 –

Company

2011

Trade and other payables 2,110,562 – 2,110,562 2,110,562 – – –

31.6 Market risk

market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other prices will affect the group’s financial position or cash flows.

31.6.1 Currency risk

The group is exposed to foreign currency risk on minimal sales and purchases, advances that are denominated in a currency other than the respective functional currency of the group entities. The currencies giving rise to this risk are primarily u.S. dollar (uSd) and Thai Baht (THB).

Risk management objectives, policies and processes for managing the risk The group does not have significant exposure to foreign currency risk as their transactions and balances are substantially denominated

in ringgit malaysia (rm). The group does not transact in derivative instruments. Exposure to foreign currency risk The group’s exposure to foreign currency (a currency which is other than the currency of the group entities) risk, based on carrying

amounts as at the end of the reporting period was:




31.6 Market risk (cont’d)

31.6.1 Currency risk (cont’d)

Denominated inUSD THB

Group RM RM

2011

Trade receivables 139,491 196,921Other receivables – 2,130,918Cash and bank balances – 110Trade payables – (719,394)

Net exposure 139,491 1,608,555

Denominated inUSD THB

Group RM RM

2010

Trade receivables 150,979 192,605Other receivables – 2,786,598Cash and bank balances – 110Trade payables – (725,400)

Net exposure 150,979 2,253,913

Currency risk sensitivity analysis

a 5% strengthening of the ringgit malaysia (rm) against the following currencies at the end of the reporting period would have increased/(decreased) post–tax profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remained constant and ignores any impact of forecasted sales and purchases.

Profit or loss2011 RM’000

Group

uSd (5)

THB (60)

a 5% weakening of the ringgit malaysia (rm) against the above currencies at the end of the reporting period would have had equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remained constant.




31.6 Market risk (cont’d)

31.6.2 Interest rate risk

The group’s investments in fixed rate borrowings are exposed to a risk of change in their fair value due to changes in interest rates. The group’s variable rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates. investments in equity securities and short term receivables and payables are not significantly exposed to interest rate risk.

Risk management objectives, policies and processes for managing the risk

The group is exposed to interest rate risk through the impact of rate changes on interest bearing loans and borrowings and interest earning deposits. The group’s policy is to borrow principally on the floating basis but to retain certain portion of fixed rate debt. The objectives for the mix between fixed and floating rate loans and borrowings are set to reduce the impact of an upward change in interest rates while enabling benefits to be enjoyed if interest rates fall.

Exposure to interest rate risk

The interest rate profile of the group’s and the Company’s significant interest–bearing financial instruments, based on carrying amounts as at the end of the reporting period was:

Group2011

RM’000Fixed rate instrumentsfinancial assets 1,161financial liabilities (8,387)

(7,226)

Floating rate instruments

financial liabilities (32,873)

Interest rate risk sensitivity analysis

(a) Fair value sensitivity analysis for fixed rate instruments

The group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the group does not designate derivatives as hedging instruments under a fair value hedged accounting model. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.

(b) Cash flow sensitivity analysis for variable rate instruments

a change of 100 basis points (bp) in interest rates at the end of the reporting period would have increased/(decreased) post–tax profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remained constant.

Profit or loss100 bp 100 bp

increase decrease2011 RM’000 RM’000

Group

floating rate instruments (247) 247




31.7 Fair value of financial instruments

The carrying amounts of cash and cash equivalents, short term receivables and payables and short term borrowings approximate fair values due to the relatively short term nature of these financial instruments.

The fair value of the group’s investment in quoted shares is shown in Note 7. The fair values of financial assets that are quoted in an active market are determined by reference to their quoted closing bid price at the end

of the reporting period. The fair values of other financial assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as

follows :

2011 2010Carrying amount Fair value Carrying amount Fair value

RM’000 RM’000 RM’000 RM’000Group

fixed rated term loans – – 529 * 529

finance lease liabilities 7,137 * 7,137 6,793 * 6,793

* The fair values of these fixed interest rate financial instruments are determined by discounting the relevant cash flows using current interest rates for similar financial instruments at the end of the reporting date. Since the current interest rates do not significantly differ from the intrinsic rate of this financial instrument, the fair values of these financial instruments therefore, closely approximate its carrying value as at the end of the reporting date.

32. CAPITAL MANAgEMENT The group’s objectives when managing capital is to maintain a strong capital base and safeguard the group’s ability to continue as a going

concern, so as to maintain investor, creditor and market confidence and to sustain future development of the business. The directors monitor and determine to maintain an optimal debt–to–equity ratio that complies with debt covenants and regulatory requirements.

There were no changes in the Company’s approach to capital management during the financial year.

33. SIgNIFICANT CHANgES IN ACCOUNTINg POLICIES – gROUP

Fair value reserve2010

Group RM

at 1 april, as previously stated –

adjustment arising from adoption of frS 139 :- fair valuation of quoted shares classified as available–for–sale 1,110

at 1 april, as restated 1,110

33.1 FRS 139, Financial Instruments: Recognition and Measurement

The adoption of frS 139 has resulted in several changes to accounting policies relating to recognition and measurement of financial instruments. Significant changes in accounting policies are as follows :

Investments in equity securities prior to the adoption of frS 139, investments in non–current equity securities, other than investments in subsidiaries and associates were

measured at cost less allowance for diminution in value which is other than temporary. With the adoption of frS 139, quoted investments in non–current equity securities, other than investments in subsidiaries and associates are now categorised and measured as fair value through profit or loss, or as available–for–sale as detailed in Note 2(c).

prior to the adoption of frS 139, current investments were carried at the lower of cost and market value, determined on an aggregate portfolio basis by category of investments. With the adoption of frS 139, current investments are now categorised and measured as fair value through profit or loss as detailed in Note 2(c).



33. SIgNIFICANT CHANgES IN ACCOUNTINg POLICIES - gROUP (cont’d)

33.1 FRS 139, Financial Instruments : Recognition and Measurement (cont’d)

Financial guarantee contracts prior to the adoption of frS 139, financial guarantee contracts were not recognised in the statement of financial position unless it becomes

probable that the guarantee may be called upon. With the adoption of frS 139, financial guarantee contracts are now recognised initially at their fair values and subsequently measured at their initially measured amount less cumulative amortisation. When settlement of a financial guarantee contract becomes probable, an estimate of the obligation is made.

Inter–company loans

prior to the adoption of frS 139, inter–company loans were recorded at cost. With the adoption of frS 139, inter–company loans are now recognised initially at their fair values, which are estimated by discounting the expected cash flows using the current market interest rate of a loan with similar risk and tenure. finance income and costs are recognised in profit or loss using the effective interest method.

Impairment of trade and other receivables

prior to the adoption of frS 139, an allowance for doubtful debts was made when a receivable is considered irrecoverable by the management. With the adoption of frS 139, an impairment loss is recognised for trade and other receivables and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate.

These changes in accounting policies have been made in accordance with the transitional provisions of frS 139. in accordance to the transitional provisions of frS 139 for first–time adoption, adjustments arising from remeasuring the financial instruments at the beginning of the financial year were recognised as adjustments of the opening balance of retained earnings or another appropriate reserve. Comparatives are not adjusted.

Consequently, the adoption of frS 139 does not affect the basic and diluted earnings per ordinary share for prior periods. it is not practicable to estimate the impact arising from the adoption of frS 139 to the current year’s basic and diluted earnings per share.

33.2 FRS 8, Operating Segments

as of 1 april 2010, the group determines and presents operating segments based on the information that internally is provided to the group’s managing director, who is the group’s chief operating decision maker. This change in accounting policy is due to the adoption of frS 8. previously operating segments were determined and presented in accordance with frS 114

2004, Segment reporting.

Comparative segment information has been re–presented. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share.

33.3 FRS 101, Presentation of Financial Statements (revised)

The group applies frS 101 (revised) which became effective as of 1 april 2010. as a result, the group presents all non–owner changes in equity in the consolidated statement of comprehensive income.

Comparative information has been re–presented so that it is in conformity with the revised standard. Since the change only affects presentation aspects, there is no impact on earnings per share.

33.4 FRS 117, Leases The group has adopted the amendment to frS 117. The group has reassessed and determined that all leasehold land of the group

which are in substance is finance leases, has been reclassified from prepaid lease payments to property, plant and equipment. The change in accounting policy has been made retrospectively in accordance with the transitional provisions of the amendment.

The reclassification does not affect the basic and diluted earnings per ordinary share for the current and prior periods.



34. COMPARATIVE FIgURES

34.1 FRS 101, Presentation of Financial Statements (revised)

arising from the adoption of frS 101 (revised), income statements for the year ended 31 march 2010 have been re–presented as statement of comprehensive income. all non–owner changes in equity that were presented in the statement of changes in equity are now included in the statement of comprehensive income as other comprehensive income. Consequently, components of comprehensive income are not presented in the statement of changes in equity.

34.2 FRS 117, Leases

following the adoption of the amendment to frS 117, certain comparatives have been re–presented as follows :

31.3.2010 1.4.2009As restated As previously stated As restated As previously stated

RM RM RM RMGroup

Carrying amount

property, plant and equipment 59,453,731 57,316,369 61,673,815 59,493,163

prepaid lease payments – 2,137,362 – 2,180,652

35. SIgNIFICANT EVENTS DURINg THE YEAR

during the year, the Company acquired the following:

i) 2 ordinary shares of rm1.00 each being 100% equity interest in dyna Elegan Sdn. Bhd., for a cash consideration of rm2.00. Subsequent to the acquisition, the newly acquired subsidiary changed its name from dyna Elegan Sdn.Bhd. to SH global freight Sdn.Bhd. (SHgf).

Eventually, SHgf issued 99,998 ordinary shares at par for which the Company subscribed 74,998 ordinary shares of rm1.00 each for a total

consideration of rm74,998. Consequently, the interest of the Company in SHgf was reduced to 75%;

ii) 7,500 ordinary shares of rm1.00 each from its minority interest, representing 0.30% of the total issued and paid–up share capital of See Hup Transport Company Sdn. Berhad (“SHTCSB”) for a total consideration of rm58,329. Consequently, the interest of the Company in SHTCSB increased from 99.7% to 100%; and

iii) 50,000 shares of rm1.00 each from its minority interest, representing 2.5% of the total issued and paid–up share capital of See Hup pioneer logistics Sdn. Bhd.(“SHplSB”) for a total consideration of rm50,000. Consequently, the interest of the Company in SHplSB increased from 54.0% to 56.5%.



36. SUPPLEMENTARY INFORMATION ON THE bREAKDOWN OF REALISED AND UNREALISED PROFITS OR LOSSES

On 25 march 2010, Bursa malaysia Securities Berhad (“Bursa malaysia”) issued a directive to all listed issuers pursuant to paragraphs 2.06 and 2.23 of Bursa malaysia main market listing requirements. The directive requires all listed issuers to disclose the breakdown of the retained earnings or accumulated losses as at the end of the reporting period, into realised and unrealised profits or losses.

On 20 december 2010, Bursa malaysia further issued another directive on the disclosure and the prescribed format of presentation.

The breakdown of the retained earnings of the group and of the Company as at 31 march 2011, into realised and unrealised profits, pursuant to the directive, is as follows:

2011Group Company

RM RMTotal retained earnings of the Company and its subsidiaries :

- realised 15,767,031 1,820,084- unrealised (3,711,141) –

12,055,890 1,820,084

Total share of retained earnings from associates :

- realised 1,733,943 –- unrealised (149,210) –

13,640,623 1,820,084

less : Consolidation adjustments (4,504,041) –

Total retained earnings 9,136,582 1,820,084

The determination of realised and unrealised profits is based on the guidance of Special matter No. 1, determination of realised and unrealised

profit or losses in the Context of disclosure pursuant to Bursa malaysia Securities Berhad listing requirements, issued by malaysian institute of accountants on 20 december 2010.

Comparative figures are not required in the first financial year of complying with the disclosure.



in the opinion of the directors, the financial statements set out on pages 28 to 85 are drawn up in accordance with financial reporting Standards and the Companies act, 1965 in malaysia so as to give a true and fair view of the financial position of the group and of the Company at 31 march 2011 and of their financial performance and cash flows for the year ended on that date.

in the opinion of the directors, the information set out in note 36 to the financial statements has been compiled in accordance with the guidance on Special matter No. 1 determination of realised and unrealised profits or losses in the Context of disclosures pursuant to Bursa malaysia Securities Berhad listing requirements, issued by the malaysian institute of accountants, and presented based on the format prescribed by Bursa malaysia Securities Berhad.

Signed on behalf of the Board of directors in accordance with a resolution of the directors :

…………………………………………Lee Chor Min

………………………………………Lee Hean Huat

penang,

date : 29 July 2011

STATUTORY DECLARATIONpurSuaNT TO SECTiON 169(16) Of THE COmpaNiES aCT, 1965

i, Lim Soon Hock, the officer primarily responsible for the financial management of See Hup Consolidated Berhad, do solemnly and sincerely declare that the financial statements set out on pages 28 to 86 are, to the best of my knowledge and belief, correct and i make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory declarations act, 1960.

Subscribed and solemnly declared by the abovenamed at georgetown in the State of penang on 29 July 2011.

………………………………..Lim Soon Hock

Before me :

CHEaH BENg SuNdJN, amN, pKT, pJK, pJm, pK(No. p103)pesuruhjaya Sumpah(Commissioner for Oaths)penang

STATEMENT BY DIRECTORS purSuaNT TO SECTiON 169(15) Of THE COmpaNiES aCT, 1965


REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of See Hup Consolidated Berhad, which comprise the statements of financial position as at 31 march 2010 of the group and of the Company, and the statements of comprehensive income, changes in equity and cash flows of the group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 28 to 85.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with financial reporting Standards and the Companies act, 1965 in malaysia, and for such internal control as the directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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 about whether the financial statements are free from material misstatement.

an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. in making those risk assessments, we consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view 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 accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

in our opinion, the financial statements have been properly drawn up in accordance with financial reporting Standards and the Companies act, 1965 in malaysia so as to give a true and fair view of the financial position of the group and of the Company as of 31 march 2011 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 of which we have acted as auditors have been properly kept in accordance with the provisions of the act.

b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 5 to the financial statements.

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

d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the act.

OTHER REPORTINg RESPONSIbILITIES

Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The information set out in Note 36 to the financial statements has been compiled by the Company as required by the Bursa malaysia Securities Berhad listing requirements and is not part of the financial statements. We have extended our audit procedures to report on the process of compilation of such information. in our opinion, the information has been properly compiled, in all material respects, in accordance with the guidance on Special matter No. 1, determination of realised and unrealised profits or losses in the Context of disclosures pursuant to Bursa malaysia Securities Berhad listing requirements, issued by the malaysian institute of accountants and presented based on the format prescribed by Bursa malaysia Securities Berhad.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERSOf SEE Hup CONSOlidaTEd BErHad


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.

KPMG Ooi Kok Sengaf 0758 2432/05/13 (J)Chartered accountants Chartered accountant

date : 29 July 2011

penang.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS (CONT’d)Of SEE Hup CONSOlidaTEd BErHad


LIST OF PROPERTIES OWNED BY THE GROUP

Location

Date of* Acquisition/

Valuation Description

ApproximateApproximate

Age ofBuilding

Net BookValue at

31.3.2011RM’000Land Area Tenure

lot No. 1484 held under mukim grant No. gm 639, mukim 14, province Wellesley Central, penang

16 June 1996 vehicle depot and workshop

4.5070 acres freehold – 2,013

lot No. pT 1101, held under H S (d) 2369, mukim of ringlet, district of Cameron Highlands and State of pahang darul makmur

21 July 1996 vacant bun-galow lot for

future develop-ment

7,191 sq ft freehold – 166

a unit of 3 storey shop office located at plot No. 39/lot Nos.3663 and 3518, H.S.(m) 1279 and 1134, mukim 16, prov-ince Wellesley Central penang

*9 february 1999 Shophouse(rented out)

111 sq m freehold 13 years 239

lot No. 2731, held under grant(first grade) No. 27884, Section 4, Town of Butterworth, province Wellesley

16 June 1996 3 storey shop-house

(office)


lot No. 2744, held under grant(first grade) No. 27897, Section 4, Town of Butterworth, province Welle-sley North, penang

16 June 1996 3 storey shop-house(store/

rented out)


a unit of condominium known as parcel No. J2/19/d, located at Jalan SS2/72,Jasmine Tower Condominium,petaling Jaya, 47300 Selangor

19 July 1996 Condominium (rented out)


plot No. p.T. 30492, H.S. (d) 2788/95, Sungai petani industrial Estate, mukim of Sungai petani, district of Kuala muda, Kedah

24 June 1996 Office cumWarehouse

11,889 sq m leasehold(99 years

expiring on 5/5/2094)

15 years 3,124

HS(d) 369/1996plot 487(C) , lot pT 591, mK padang Cinadaerah Kulim, Kedah

*8 September 2000 vacant bunga-low lot

6,273 sq ft freehold – 172

lot 201 & 207Kawasan perindustrian Bukit Kayu Hitam, mukim of laka Temin,distrcit of Kubang pasu, Kedah darul aman

*30 January 2001 industrial land with warehouse

311,353.2 sq ft

leasehold (60 years

expiring on 29/1/2061)

10 years 4,649

2 unit of 4 storey shop offices known as parcel Nos. 5363a–2 & 5363B–2, H.S.(d) 11251 pT 8554, mK Seren-dah, daerah ulu Selangor,Negeri Selangor.

* 24 april 2002 Shop/Office(vacant)

1,760 sq ft freehold 10 years 100


LIST OF PROPERTIES OWNED BY THE GROUP (CONT’d)

Location

Date of* Acquisition/

Valuation Description

ApproximateApproximate

Age ofBuilding

Net Book Value at

31.3.2011 RM’000Land Area Tenure

4 units of shop offices known as parcel Nos: 29–g, 30–g, 29–01, 30–01 at Taman Juara Jaya, Balakong.

*6 June 2002 Shop/Office

(rented out)(vacant)


parcel No 31–03(fr), Type B3/Office, Storey No: g, Building No 3, Taman Juara Jaya, Balakong(merchant Square)

*27 September 2004

Office(vacant)

739 sq ft freehold 7 years 67

parcel No 39–01, Type B2/OfficeStorey No: g, Building No 4, Taman Juara Jaya, Balakong (merchant Square)

*27 September 2004

Office(rented out)


parcel No a–01–07, Type: C2Storey No level 1, Block aWith an accessory parcel No 579SBuilding No a, Juara Suria apart-ments, phase 2, Taman Juara Jaya, Balakong

*27 September 2004

apartment(rented out)

854 sq ft freehold 7 years 65

parcel No 27–g, Type C1/ShopStorey No: g, Building No 3, Taman Juara Jaya, Balakong (merchant Square)

*1 October 2005 Shop/Office(rented out)


parcel No 12–01, Type d2/OfficeStorey No: g, Building No 1, Taman Juara Jaya, Balakong (merchant Square)

*1 October 2005 Shop/Office(vacant)


lot Nos 153 & 464, mukim 1, daerah Seberang perai Tengah, pulau pinang

* 1 august 2007 vacant land(depot)

8,455.3873 sq m

freehold – 2,493

lot Nos 463 & 157, mukim 1, daerah Seberang perai Tengah, pulau pinang

*5 October 2007 vacant land(depot)

8,311.2182 sq m

freehold – 1,734


SHAREHOLDINGS STATISTICSaS aT 29 JulY 2011

authorised Share Capital : rm50,000,000issued and paid-up Capital : rm41,267,600Class of Shares : Ordinary shares of rm1/- each fully paidvoting rights : On a show of hands - one vote for every shareholder

: On a poll - one vote for every ordinary share held

DISTRIbUTION SCHEDULE OF SHAREHOLDINgS

No. of Holders Size of Holdings

Total Holdings

% of Total Issued Capital

11 less than 100 shares 394 0.01154 100 to 1,000 shares 103,420 0.25626 1,001 to 10,000 shares 2,328,410 5.64147 10,001 to 100,000 shares 4,466,670 10.8239 100,001 to less than 5% of issued shares 20,597,018 49.914 5% and above of issued shares 13,771,688 33.37

981 41,267,600 100.00

THIRTY (30) LARgEST SECURITIES ACCOUNT HOLDERS AS AT 29 JULY 2011(Without aggregating the securities from different securities accounts belonging to the same Depositor)

Name Shareholdings% of Total Issued

Capital

1 HEaN BrOTHErS HOldiNgS SdN. BHd. 5,910,880 14.32

2 daTiN CHaN KOOi CHENg 2,739,437 6.64

3 CimB grOup NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr daTO’ lEE HEaN guaN 2,711,657 6.57

4 HEaN BrOTHErS HOldiNgS SdN. BHd. 2,409,714 5.84

5 uNiTEd uNiON maNagEmENT CONSulTaNCY SdN BHd 2,000,000 4.85

6 KENaNga NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr TEma SiNaraN SdN BHd 1,966,333 4.76

7 KHalid H.a.ZaiNY mOTWaKil 1,951,100 4.73

8 CimB grOup NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr lHg HOldiNgS SdN BHd 1,856,545 4.50

9 raNi WONgTOmO 1,721,681 4.17

10 lHg HOldiNgS SdN.BHd. 1,176,825 2.85

11 OOi EE TENg 715,631 1.73

12 puBliC NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr daTO’ lEE HEaN guaN 700,000 1.70

13 Ta NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr daTO’ lEE HEaN guaN 630,808 1.53


SUbSTANTIAL SHAREHOLDERS

Direct DeemedNo. of % of Issued No. of % of Issued

Name Shares Share Capital Shares Share Capital

1. Hean Brothers Holdings Sdn Bhd 8,320,594 20.16 – –2. dato’ lee Hean guan 4,246,465 10.29 11,353,964(1) 27.513. lee Hean Huat 581,330 1.41 8,320,594(2) 20.164. lee Hean Beng 50,000 0.12 8,320,594(2) 20.165. lee Hean Teik 446,890 1.08 8,320,594(2) 20.166. lee Hean Seng 412,405 1.00 8,320,594(2) 20.167. lHg Holdings Sdn Bhd 3,033,370 7.35 – –8. datin Chan Kooi Cheng 3,067,137 7.43 3,033,370(3) 7.35

14 rHB CapiTal NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr lOW aH liaN 511,350 1.24

15 lEE SEOH lEi 508,000 1.23

16 CHEaH aH KiaT 500,000 1.21

17 mOHd HaNEEf BiN mOKHTar 476,800 1.16

18 lEE CHOr miN 450,000 1.09

19 CimB grOup NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr lEE HEaN TEiK 438,890 1.06

20 CimB grOup NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr lHH HOldiNgS SdN BHd 378,000 0.92

21 puBliC NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr SuriNdEr SiNgH a/l WaSSaN SiNgH 356,000 0.86

22 puBliC NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr daTiN CHaN KOOi CHENg 327,700 0.79

23 CimB grOup NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr lEE HEaN HuaT 320,000 0.78

24 pOON fOOK SOO @ pOON fOOK SaN 312,000 0.76

25 lEE YEE piNg 308,000 0.75

26 CHEaH aH KiaT 300,000 0.73

27 OOi guaT YENg 280,920 0.68

28 Yap aH iNE @ YEap YEOu pHONg 216,400 0.52

29 CiTigrOup NOmiNEES (TEmpaTaN) SdN BHdplEdgEd SECuriTiES aCCOuNT fOr daTO’ lEE HEaN guaN 204,000 0.49

30 lHH HOldiNgS SdN. BHd. 200,900 0.49

SHAREHOLDINGS STATISTICS (CONT’d)aS aT 29 JulY 2011


SUbSTANTIAL SHAREHOLDERS (cont’d)

(1) Held through Hean Brothers Holdings Sdn Bhd and LHG Holdings Sdn Bhd(2) Held through Hean Brothers Holdings Sdn Bhd(3) Held through LHG Holdings Sdn Bhd

DIRECTORS’ INTERESTS IN THE COMPANY AND ITS RELATED CORPORATIONS

The Company Direct Deemed Others*Name No. of

Shares% of Issued

Share CapitalNo. of Shares % of Issued

Share CapitalNo of shares % of Issued

Share Capitallee Chor min 450,000 1.09 – – – –lee Hean Huat 581,330 1.41 8,320,594(1) 20.16 2,294,900 5.56lee Hean Beng 50,000 0.12 8,320,594(1) 20.16 2,437,312 5.91Teh Tet Siem 28,800 0.07 – – – –Haji muhadzir Bin mohd. isa – – – – – –Haji Shamsul ariffin B.

mohd Nor– – – – – –

lim Swee aun – – 2,000,000(2) 4.85 – –Bee Sieong Heng – – – – – –Ng Shiek Nee – – – – – –loo Kam Weng – – – – – –

* Held under Section 134(12)(c) of the Companies Act, 1965 (1) Held through Hean Brothers Holdings Sdn Bhd(2) Held through United Union Management Consultancy Sdn Bhd

By virtue of their interests of more than 15% in the shares of the Company, Messrs Lee Hean Huat and Lee Hean Beng are deemed to have interests in the shares of all the subsidiaries of the Company to the extent the Company has an interest.

SubsidiariesMazs Marketing (M) Sdn Bhd

Direct DeemedNo. of % of Issued No. of % of IssuedShares Share Capital Shares Share Capital

Haji muhadzir Bin mohd. isa 170,000 17 – –

SH Haulage Sdn Bhd

Haji Shamsul ariffin B. mohd Nor 300,000 30 – –

DIRECTORS’ INTEREST IN THE EMPLOYEE SHARE OPTION SCHEME

Name No of Unexercised

Options

lee Chor min –lee Hean Huat 300,000lee Hean Beng 350,000Haji muhadzir Bin mohd. isa 100,000Haji Shamsul ariffin B. mohd Nor 100,000

SHAREHOLDINGS STATISTICS (CONT’d)aS aT 29 JulY 2011


i/We, NriC No. of being a member/members of the abovenamed Company, hereby appoint

of

or failing him/her

of

or failing him/her, the CHairmaN Of THE mEETiNg as my/our proxy, to vote for me/us and on my/our behalf at the fifTEENTH aNNual gENEral mEETiNg of the Company to be held on Tuesday, 20 September 2011 at 9:45 a.m. at Berjaya 2, level 7, Berjaya georgetown Hotel, Jalan Burma, 10350 penang or at any adjournment thereof.

rESOluTiONS fOr agaiNSTORDINARYresolution 1resolution 2resolution 3resolution 4resolution 5resolution 6

(Please indicate with “√" how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his discretion).

in the case of more than one proxy is appointed, the proportions of my/our shareholding to be represented by my/our proxies are as follows:

first named proxy % No. of Shares Held Second named proxy %

100%

Signed this __________________ day of ___________________

____________________Signature of Shareholder

NOTES :

1. a member may appoint up to 2 proxies to attend on the same occasion. a proxy may but need not be a member and the provisions of Section 149(1)(b) of the act shall not apply to the Company. if a member appoints 2 proxies, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.

2. Where a member of the Company is an authorised nominee as defined under the Central depositories act, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, either under corporation’s seal or under the hand of an officer or attorney duly authorised.

4. To be valid, the proxy form must be deposited at the Company’s registered Office at Suite 2-1, 2nd floor, menara penang garden, 42a Jalan Sultan ahmad Shah, 10050 penang, not less than 48 hours before the time appointed for holding the meeting.

PROXY FORM

To:

THE COmpaNY SECrETarY

SEE HUP CONSOLIDATED bERHAD (391077–v)Suite 2–1, 2nd floormenara penang garden42a, Jalan Sultan ahmad Shah10050 penang

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