Green Ocean 4 - malaysiastock.biz 1 CONTENTS Notice of Annual General Meeting 2 - 3 Corporate...

C

M

Y

CM

MY

CY

CMY

K

Green Ocean 4.pdf 8/23/11 5:50:23 PM

1

CONTENTSNotice of Annual General Meeting 2 - 3

Corporate Information 4

Corporate Structure 5

Chairman’s Statement 6 - 7

Profile of Directors 8 - 10

Statement on Corporate Governance 11 - 16

Statement on Internal Control 17

Audit Committee Report 18 - 21

Additional Compliance Information 22

Financial Statements 23

List of Properties 72

Analysis of Shareholdings 73

Proxy Form 75

OUR VISION• Westrivetobeasuccessfulorganisation,

toexcelregionallyandbeyond.

OUR MISSION• Tosatisfystakeholders’valueand

expectation.

• Toupholdourcommitmenttovalued

customers.

• Toembraceandconquernewhorizons.

• Toseekbreakthroughinnewtechnologies.

• Toenhanceinnovations.

Green Ocean Corporation BerhadAnnual Report 2011

2NOTICE IS HEREBY GIVEN THAT the Eighth Annual General Meeting of GREEN OCEAN CORPORATION BERHADwillbeheldatTiomanRoom,BukitJalilGolf&CountryResort,Jalan3/155B, Bukit Jalil, 57000 Kuala Lumpur, Tuesday, 27 September 2011 at 10.00 a.m. for thefollowingpurposes:-

AGENDA

AS ORDINARY BUSINESS

1. ToreceivetheAuditedFinancialStatementsfortheyearended31March2011andtheDirectors’andAuditors’Reportsthereon.

2. ToapprovethepaymentofDirectors’fees. 3. Tore-electthefollowingDirectorswhoretirebyrotationpursuanttoArticle93oftheCompany’s

ArticlesofAssociation:- (i) MrLeeByoungJin (ii) MrSiowHockLee 4. To consider and if thought fit, to pass the followingOrdinaryResolution in accordancewith

Section129(6)oftheCompaniesAct,1965:-

“THATLt.Col(R)Dato’ZarazilahbinMohamedAli,retiringpursuanttoSection129(6)oftheCompaniesAct,1965,beand ishereby re-appointedasaDirectorof theCompany tohold officeuntilthenextAnnualGeneralMeeting.”

5. Tore-appointMessrsDeloitte&ToucheasAuditorsoftheCompanyfortheensuingyearandto

authorisetheDirectorstofixtheirremuneration. AS SPECIAL BUSINESS Toconsiderandifthoughtfit,topassthefollowingresolution: 6. ORDINARY RESOLUTION Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965 “THAT,pursuanttoSection132DoftheCompaniesAct,1965andsubjecttotheapprovalsofthe

relevantgovernmentaland/orregulatoryauthorities,theDirectorsbeandareherebyempoweredto issue and allot shares of the Company from time to time and upon such terms and conditions andforsuchpurposesastheDirectorsmaydeemfit,providedthattheaggregatenumberofshares issued pursuant to this resolution shall not exceed ten per centum (10%) of the total issuedandpaid-upsharecapitaloftheCompanyandtheDirectorsbeandarealsoempoweredtoobtain approval for the listingandquotation for theadditional shares so issuedonBursaMalaysiaSecuritiesBerhad;andthatsuchauthorityshallcontinueinforceuntiltheconclusionofthenextAnnualGeneralMeetingoftheCompany.”

ByOrderoftheBoardGREEN OCEAN CORPORATION BERHAD

WONG KEO ROU (MAICSA 7021435)Company SecretaryKualaLumpur5September2011

(Ordinary Resolution 1)


(Ordinary Resolution 3)(Ordinary Resolution 4)


(OrdinaryResolution6)

(OrdinaryResolution7)

NOTICE OF ANNUAL GENERAL MEETING

3Notes:-

1. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. 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. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

4. The instrument appointing a proxy shall be in writing under the hands of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation either under its common seal, or the hand of its officer or its duly authorised attorney.

5. To be valid, this form, duly completed, must be deposited at the Office of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

Explanatory Notes on Special Business

Ordinary Resolution 7 – Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965

The proposed Ordinary Resolution 7, if passed, will empower the Directors of the Company to issue and allot shares in the Company from time to time and for such purposes as the Directors consider would be in the best interest of the Company. This authority will, unless revoked or varied by the Company in general meeting, expire at the conclusion of the next Annual General Meeting of the Company. The general mandate sought for issue of shares is a renewal of the mandate.

As at the date of this Notice, no shares had been issued and allotted since the general mandate granted to the Directors at the last Annual General Meeting held on 22 September 2010 and this authority will lapse at the conclusion of the Eighth Annual General Meeting of the Company.

The general mandate will provide flexibility to the Company to raise funds, including but not limited to placing of shares, for purpose of funding future investment projects and/or working capital and/or acquisition.

NOTICE OF ANNUAL GENERAL MEETING (CONT’D)


4BOARD OF DIRECTORS

Lt. Col (R) Dato’ Zarazilah Bin Mohamed AliIndependentNon-ExecutiveChairman

Lee Byoung JinManaging Director

Kua Liang MingChief Operating Officer

Voon Seng KeongNon-IndependentNon-ExecutiveDirector

Ooi Say TeikIndependentNon-ExecutiveDirector

Siow Hock LeeIndependentNon-ExecutiveDirector

AUDIT COMMITTEE

Siow Hock LeeChairman

Lt. Col (R) Dato’ Zarazilah Bin Mohamed AliMember

Ooi Say TeikMember

NOMINATION AND REMUNERATION COMMITTEE

Ooi Say TeikChairman

Lt. Col (R) Dato’ Zarazilah Bin Mohamed AliMember

Siow Hock LeeMember

COMPANY SECRETARY WongKeoRou(MAICSA7021435)

REGISTERED OFFICE 10-1,JalanSriHartamas8SriHartamas,50480KualaLumpurWilayahPersekutuan(KL)Tel (603)62011120Fax (603)62013121

CORPORATE OFFICESuite2-3A,Level2BlockC,PlazaDamansaraNo.45,JalanMedanSetia1BukitDamansara50490KualaLumpurTel (603)20936088Fax (603)20937088E-mail [email protected] www.greenoceancorp.com

SHARE REGISTRAR ShareWorksSdnBhd(229948-U)10-1,JalanSriHartamas8SriHartamas50480KualaLumpurWilayahPersekutuan(KL)Tel (603)62011120Fax (603)62013121

AUDITORS Deloitte&ToucheLevel19,Uptown1,No.1,JalanSS21/58DamansaraUptown,47400PetalingJayaSelangor Darul EhsanTel (603)77236500Fax (603)77263986

PRINCIPAL BANKERS AmBank(M)BerhadMalayanBankingBerhad

STOCK EXCHANGE LISTINGACEMarketofBursaMalaysiaSecuritiesBerhad

CORPORATE INFORMATION

5 CORPORATE STRUCTURE

ACE EDIBLE OIL INDUSTRIES SDN BHD (“AEO”)Palmkernelcrushing,refiningofpalmoil,palmkerneloiland production

ACE BIOMASS SDN BHD (“ABM”)Research and development of palm oil related industries,sales,marketinganddistributionofenzyme,conjugatedlinoleicacid,directfedmicrobialsandrelated activities

ONLINE DM SDN BHD (“ODM”)Information management solutions

ONLINE ONE SOFTWARE (MSC) SDN BHD (“OSMSC”)Inactive

ONLINE STORAGE TECHNOLOGY SDN BHD (“OST”)Inactive

Bio-Technology

Information Communication Technology


6FINANCIAL PERFORMANCE

TheGrouprevenueforthefinancialyearended31March2011increasedby74%toRM152.6million,comparedtoRM88.0millioninthepreviousfinancialyearended31March2010.ThehigherrevenuewasmainlyduetogeneralincreaseinpalmkernelpricesandimprovedperformancefromtheBio-Technologysegment.GrossprofitofRM1.0millionforthefinancialyearwaslowerby47%comparedtothepreviousfinancialyearofRM1.8millionasaresultofreducedgrossmarginfromBio-Technologysegment.

Intandemwiththeimprovementinrevenue,alowerlossbeforetaxofRM2.9millionwasrecordedforthefinancialyearcomparedtothelossofRM8.0millioninpreviousfinancialyear.

CORPORATE DEVELOPMENTS

(a) Proposed private placement of up to 10% of the issue and paid-up share capital of Green Ocean to investors to be identified (“Proposed Private Placement”)

On 5 January 2011, theCompany announced that it proposed to implement a private placement of up to16,950,000newordinarysharesofRM0.10eachrepresentingnotmorethantenpercent(10%)oftheissuedandpaid-upsharecapitaloftheCompany,tothirdpartyinvestorstobeidentifiedfortheGroupworkingcapitalrequirements.TheCompanyhasobtainedtheapprovalfromBursaMalaysiaSecuritiesBerhad(“BursaSecurities”)on10January2011.

TheProposedPrivatePlacementmaybeimplementedintrancheswithinsixmonthsfromthedateofapprovalofBursaSecuritiesfortheProposedPrivatePlacementoranyextendedperiodasmaybeapprovedbyBursaSecurities.

On4July2011,theCompanywasgrantedanextensionofthree(3)monthsbyBursaSecuritiestocompletetheproposedprivateplacementby9October2011.

(b) NoveLinTM Plant

The production of NoveLinTMedibleoil,anew improvedpalmbasedoleinwithuniquecompositionandcoldstability(“Technology”),ispatentedanddevelopedbyMalaysianPalmOilBoard(“MPOB”).

NoveLinTMisanewuniqueoilcompositionspeciallyformulatedtosuitandmeetthegeneralmarketdemandsandnutritionalrecommendationsoftheWorldHealthOrganisationandtheAmericanHeartAssociation.

The plant was commissioned and completed in October 2009 at the cost of RM8.4 million with internallygeneratedfunds.TheGrouphasstarteditsplantomarketNoveLinTMintemperatecountries.

Asatthedateofthisreport,theGroupisattheadvancedstageofnegotiatinganagreementtosupplytheentireproduction of NoveLinTMtoaconglomerate.

CHAIRMAN’S STATEMENT

7INDUSTRY DEVELOPMENT AND PROSPECTS

Underthe10thMalaysiaPlan,theGovernmentisfocusingitseconomicgrowtheffortsontheNationalKeyEconomicAreas(NKEAs)whichspan11sectorsandgreaterKualaLumpurforfiveyearsfrom2011to2015.Palmoilanditsrelatedproducts,andinformationandcommunicationstechnology(ICT)aretwooftheeconomicsectorsincludedintheNKEAs.

TheEconomicPlanningUnit(EPU)inthePrimeMinister’sDepartmentstatedthatinlinewiththetargetofincreasingthepalmoilindustryoutputtoRM21.9billiontoGrossDomesticProducts(GDP)withexportearningsofRM69.3billion, the Government would among others, promote Malaysia as a global hub for palm oil and a preferreddestinationforforeigninvestmentsinareassuchasoleo-chemicalbasedproducts,bulkingfacilitiesandresearchanddevelopment(R&D).

Other initiatives are to develop Palm Oil Industrial Clusters into integrated sites for promoting downstreamactivitiessuchasbiofuel,oleochemicals,bio-fertilizers,specialty foodandbiomassproducts,nutraceuticalsandpharmaceuticals.

UnderthePalmOilNKEA,eightcoreentrypointprojects(EPP)havebeenidentifiedandbeingimplemented.Thecommercialising of NoveLinTMedibleoilisincludedasoneoftheactivitiesunderEPPno.8ie.expeditinggrowthinfoodandhealthbaseddownstreamsegments.

The inclusion of NoveLinTMedibleoilbusinessintheEPPno.8activitiesaugurswellfortheGrouptocontinuewithitseffortstoexpanditsBioTechnologybusinessandenhanceitsproductofferinggiventheMalaysianGovernmentrecognitionandsupportsundertheEconomicTransformationProgramme.

The Management is also commited to deliver the production of NoveLinTM inthecomingyears,andwillcontinuetoinvestinthedownstreampalmoilrelatedbusiness.

AstoInformationCommunicationandTechnology(ICT)segment,theGroupwouldcontinuetoidentifyopportunitiesinthelocalandoverseasmarketsbyanchoringonlongtermpartnershipwithcurrentandprospectivecustomers.

APPRECIATION

OnbehalfoftheBoard,Iwishtoextendmysincerethanksandappreciationtothemanagementandstafffortheircontribution,dedicationandcommitmenttoourCompany.

Toallvaluedshareholders,theBoardisalsogratefulforyoursupportandinterestintheCompany.Ourgratitudeandsincerethanksarealsoextendedtoourvaluedcustomers,financiers,businessassociates,suppliersandregulatorybodiesfortheirinvaluablesupport,assistanceandconfidenceaswemoveforwardtogetherinthecomingyears.MygratitudealsogoestomyfellowBoardmembersfortheirassistance,adviceandguidance.

CONCLUSION

IamconfidentthattheCompany isontherightcourseanddirection inachieving itsvision. IamalsooptimisticthatevenwiththecurrentuncertaintyintheglobaleconomicsituationandlowerGDPgrowthofourcountry,theCompanywillturnaroundandwouldachievebetterresultsinthecomingyears.

LT. COL (R) DATO’ ZARAZILAH BIN MOHAMED ALIChairman

CHAIRMAN’S STATEMENT (CONT’D)


8PROFILE OF THE DIRECTORS

LT. COL (R) DATO’ ZARAZILAH BIN MOHAMED ALIIndependent Non-Executive ChairmanMalaysian, aged 71

Dato’ZarazilahBinMohamedAliwasappointedasChairmanof theBoardon10January2005 and is also a member of the Audit Committee and Nomination and RemunerationCommittee.

HereceivedhisBachelorofMilitarySciencefromtheCommandandStaffCollege,Bandung,Indonesia in 1973. He served in various appointments with theMalaysian Armed Forcesbetween1960and1978.HewaspartoftheMalaysiancontingentthatwassenttoCongointheserviceoftheUnitedNationsin1961.Overtheyears,headvancedintheranks,holdingpositions as Company Commander, Battalion Commander, Chief Instructor and DeputyCommandantoftheJungleWarfareTrainingCentre.HeservedintheMinistryofDefenceasaSeniorStaffOfficerbeforehisretirementfromtheMalaysianArmedForcesin1978.

He iscurrently theExecutiveChairmanofNewLandmarksSdnBhdandPembinaanOCK(M)SdnBhd.Bothcompaniesareinvolvedinpropertydevelopment.HeisalsoaDirectoroftheSuteraHarbourResortgroupofcompaniesandtheSuteraSanctuaryLodgesgroupofcompanies.

Hedoesnotholdanyotherdirectorshipofpubliclistedcompanies.

LEE BYOUNG JINManaging DirectorKorean, aged 44

MrLeeByoungJinwasappointedtotheBoardon27December2007.He isresponsibleforformulatingthebusinessstrategiesanddirectionsofGreenOceanGroup.MrLeecarriesvariousexperiencesinpalmoilrelatedindustries,bio-technologyandinformationtechnologyindustries.

HegraduatedwithBachelorofEconomics(SeoulNationalUniversity)in1994.Hewastheco-founderandVicePresidentforVKCorporationCo.Ltd.,SeoulfromSeptember1998–July2000.HewasalsotheCEOofShinhaeInformationTechnologyInc,Seoul,KoreabetweenDecember1998andDecember2002.

In2004,heco-foundedEnertechCo.Ltd.acompanythatoperatesrenewableenergyplants.Subsequently in 2007, together with Aroma POSTECH Renewable Energy Co. Ltd. fromKorea,MrLeefoundedTropicalChaseSdnBhd.TropicalChaseSdnBhdisaninvestmentcompanyandprovidesplantationmanagementservices.MrLeeisalsoaDirectorofTropicalChaseSdnBhd.

Hedoesnotholdanyotherdirectorshipofpubliclistedcompanies.

9 PROFILE OF THE DIRECTORS (CONT’D)

KUA LIANG MINGExecutive Director/Chief Operating OfficerMalaysian, aged 41

MrKua LiangMing is responsible for the business direction and operations of theGreenOceanGroup.HewasappointedtotheBoardon10January2005.

HegraduatedwithBachelorofScience(Honours)inComputingSciencefromtheStaffordshireUniversity in theUnitedKingdom in1993andhasmore than ten (10)yearsofexperiencein management, sales and marketing, and information technology. Before joining OST in2003,hewaswithPatimas.HispositionswhileatPatimasincludeSalesManagerandSeniorManagerofPSMTechnologySdnBhd,SeniorManagerofGMHServices(MSC)SdnBhdandGeneralManagerofAutomaticIdentificationTechnologySdnBhd.WithhisvariousexperienceandexposureleadhimtoexecutethedirectionfortheGroup’sinBioTechnologysegment.HealsowonmanylargeprojectsfortheGroupandplayedanimportantpartinthegrowthoftheGroup.

He is a shareholder ofGreenOcean through his direct shareholdings as disclosed in theAnalysisofShareholdingsinpage74.

Hedoesnotholdanyotherdirectorshipsofpubliclistedcompanies.

VOON SENG KEONGNon Independent Non-Executive DirectorMalaysian, aged 49

MrVoonSengKeongwasappointedtotheBoardon10January2005.Hehasmorethan22yearsexperienceintheInformationTechnologyindustry.HegraduatedwithBachelorofSocialScience(Honours)fromUniversitiSainsMalaysiain1986.

HeisasubstantialshareholderofGreenOceanthroughhisdirectshareholdingsasdisclosedintheAnalysisofShareholdingsinpage74.

Hedoesnotholdanyotherdirectorshipsofpubliclistedcompanies.


10PROFILE OF THE DIRECTORS (CONT’D)

OOI SAY TEIKIndependent Non-Executive DirectorMalaysian, aged 52

MrOoiSayTeikwasappointedtotheBoardon6December2007andisamemberoftheAuditCommittee and theChairman of theNomination andRemunerationCommittee.HegraduatedfromtheUniversityofMalayain1985withaBachelorofArts(Hons),majoringinEconomics.In1990,heobtainedhisBachelorofLaws(Hons)fromtheUniversityofLondonandwascalled to theMalaysianBarandadmittedasanAdvocate&Solicitorof theHighCourtofMalaya in1992.Sincethen,hehasbeen involved inawidespectrumofthe law,particularlyintheareasofcorporate,bankingandlitigation.

He is a shareholder ofGreenOcean through his direct shareholdings as disclosed in theAnalysisofShareholdingsinpage74.

MrOoicurrentlysitsontheBoardofCaelyHoldingsBhdandMyKRISInternationalBerhadasanindependentnon-executivedirector.

SIOW HOCK LEEIndependent Non-Executive DirectorMalaysian, aged 54

Mr Siow Hock Lee was appointed to the Board on 12 April 2008 and is the Chairman of theAuditCommittee and amember of theNomination andRemunerationCommittee. He is amember of the Association of Chartered Certified Accountants (United Kingdom) and Malaysian Institute of Accountants since 1985 and 1986 respectively. Mr. Siow was attachedwith various public accounting firms since 1979 before he started his ownaccountingpracticeunderthenameofMessrs.SCAssociatesin1993.

He is a shareholder of Green Ocean through his direct shareholdings and indirect shareholdingsthroughhisspouseasdisclosedintheAnalysisofShareholdingsinpage74.

Mr Siow currently sits on the Board of Caely Holdings Bhd, Amtel Holdings Berhad andMyKRISInternationalBerhadasanindependentnon-executivedirector.

None of the Directors has:-• Anyfamilyrelationshipwithanydirectorsand/ormajorshareholdersofGreenOcean.• AnyconflictofinterestwithGreenOcean.• Anyconvictionsforoffenceswithinthepast10yearsotherthantrafficoffences,ifany.

11 STATEMENT ONCORPORATE GOvERNANCE

TheBoard iscommitted toensure that thehigheststandardsofCorporateGovernancearepracticed throughout theGroupasafundamentalpartofdischargingitsresponsibilitiestoprotectandenhanceshareholders’valueandthefinancialperformanceoftheGroup.TheBoardisfullycommittedinensuringthattheGroupadopts,sofarasitispracticable,thePrinciplesandBestPracticessetoutintheMalaysianCodeonCorporateGovernance(“Code”).

ThefollowingstatementsetouttheGroup’scompliancewiththeprinciplesoftheCode:-

1. DIRECTORS

1.1 The Board

TheGroup is led andmanagedby an effectiveBoardwith awide and varied rangeof expertise. This includesexperienceandqualificationintechnology,financial,businessmanagementandpublicservice.

Incarryingoutitsfunctions,theBoardhasdelegatedspecificresponsibilitiestotheBoardCommitteetoscrutinise

particularissuesandreporttotheBoardwiththeirrecommendations.However,theultimateresponsibilitiesforthefinaldecisionsonallmattersstillliewiththeentireBoard.

The Board Committee havewritten terms of reference and procedures, and the Board receives report of theirproceedingsanddeliberations.TheChairmanoftheBoardCommitteewillreporttotheBoardontheoutcomeoftheBoardCommitteemeetingandsuchreportswillbeincorporatedintheminutesofthefullBoardMeeting.

TheBoardhasestablishedtheAuditCommitteeandNominationandRemunerationCommitteetoassisttheBoardintheexecutionofitsresponsibilities.AllCommitteeshaveclearlydefinedtermsofreference.TheChairmanofthevariouscommitteeswillreporttotheBoardtheoutcomeofthecommitteemeetings.

1.2 Board Balance

TheBoardasatthedateofthisstatementcomprisessix(6)members:-

(i) One (1) Managing Director (ii) One (1) Executive Director (iii) Four(4)Non-ExecutiveDirectors

Thefour(4)Non-ExecutiveDirectors:-

1) Lt.Col(R)Dato’ZarazilahBinMohamedAli(Chairman) 2) VoonSengKeong 3) OoiSayTeik 4) SiowHockLee

Therolesof theChairman,Dato’ZarazilahBinMohamedAliandtheManagingDirector,MrLeeByoungJinareseparatewithcleardistributionof responsibilitiesbetweenthemtoprovideeffective leadershipof theBoardand theGroup.

The Chairman ensures that Boardmeetings are conducted in an orderlymanner whilst theManaging Director and Executive Director are generally responsible for the implementation of the policies laid down and making executiveandinvestmentdecisions.

The Non-Executive Director is of the necessary calibre to provide an independent judgement on the issues of strategy,performance,allocationofresourcesandstandardsofconducts.


12STATEMENT ONCORPORATE GOvERNANCE (CONT’D)

TheBoardissatisfiedthatthecurrentBoardcompositionisfairlybalancedtoensurethelong-terminterestoftheshareholders,employees,customersandotherstakeholders.

1.3 Supply of Information

TheBoardmeetsregularlyonaquarterlybasisandasandwhenrequired.Duringthefinancialyearunderreview,theBoardheldsix(6)meetings.AsummaryoftheattendanceofeachDirectorattheBoardmeetingsheldduringthefinancialyearunderreviewareasfollows:-

Name of Directors Meetings attended Percentage of attendance (%)

Lt.Col(R)Dato’ZarazilahBinMohamedAli 5/6 83

LeeByoungJin 5/6 83

VoonSengKeong 6/6 100

KuaLiangMing 6/6 100

OoiSayTeik 6/6 100

SiowHockLee 5/6 83

PriortoeachBoardmeeting,thenoticeofmeetingsandBoardpapersonmattersincludingtheGroup’squarterlyfinancialperformancereport,strategicdirectionandinvestmentsplanfortheGroupwillbesenttotheDirectors,togivethemsufficienttimetodeliberateontheissuestoberaisedatthemeetingsandalsotoenablethemtoobtainfurtherexplanations,wherenecessary,inordertobebriefedproperlybeforethemeeting.

DuringtheBoardmeetings,theBoardshalldiscussanddeliberateonaformalagendaandscheduleofmattersarisingforapprovalandnotation.AlldeliberationsandconclusionoftheBoardareclearlyandaccuratelyrecordedbytheCompanySecretary.TheminutesarethenconfirmedbytheBoardandsignedascorrectrecordsofproceedingsthereatbytheChairman.

TheDirectorsarealsoregularlyupdatedandadvisedonnewregulations,guidelinesordirective issuedbyBursaMalaysiaSecuritiesBerhad,SecuritiesCommissionandotherregulatoryauthorities.

AllBoardmembershaveaccesstotheadviceandservicesoftheCompanySecretary. TheappointmentoftheCompanySecretaryisbasedonthecapabilityandproficiencydeterminedbytheBoard.TheCompanySecretaryisresponsibleforensuringtheproceduresfortheBoardmeetingsarefollowedandthatapplicablerulesandregulationsarecompliedwith.

TheDirectorsmayseekexternalindependentprofessionaladviceasandwhennecessaryinfurtheranceoftheirduties,attheCompany’sexpense,toenablethemtomakewellinformeddecisions.Beforeincurringsuchprofessionalfees,theDirectorconcernedmustconsultwiththeChairmanoftheBoard.

Inaddition, theBoardmay invite theseniormanagement tobrief theBoard from time to timeonmattersbeingdeliberated.

1.4 Board Committees

In line with the Best Practices of the Code, the Board has set up an Audit Committee and Nomination andRemunerationCommittee.TheAuditCommitteeReportissetoutonthepages18to21ofthisAnnualReport.

Nomination and Remuneration Committee

TheNominationandRemunerationCommittee(“NRC”)wasestablishedtoassisttheBoardindischargingitsdutiesandresponsibilities.

13 STATEMENT ONCORPORATE GOvERNANCE (CONT’D)

TheNRCcomprisesentirelyofNon-ExecutiveDirectorsasfollows:-

No Name Designation

1. OoiSayTeik Chairman,IndependentNon-ExecutiveDirector

2. Dato’ZarazilahBinMohamedAli Member,IndependentNon-ExecutiveDirector

3. SiowHockLee Member,IndependentNon-ExecutiveDirector

TheNRCisempoweredbytheBoardanditstermsofreferenceareasfollows:-

• ReviewstheBoardmixofskills,experienceandeffectiveness; • EvaluatestheperformanceofeachindividualdirectorandeffectivenessoftheBoardasawhole; • RecommendstotheBoardcandidatesforalldirectorship;and • RecommendstotheBoardtheremunerationoftheDirectorsandseniormanagement.

TheremunerationoftheExecutiveDirectorsisstructuredastolinkrewardstocorporateandindividualperformance.In the case of non-ExecutiveDirectors, the level of remuneration reflects the expertise, experience and level ofresponsibilities undertaken by the particular Non-Executive Director concerned. The Board determines theremunerationofNon-ExecutiveDirectors,andeachindividualDirectorabstainsfromtheBoarddecisionpertainingtohisownremuneration.

1.5 Appointments to the Board

TheCodeendorses,asagoodpractice,aformalprocedureforappointmentstotheBoard.

TheBoard,currently,appointsitsmembersthroughaformalandtransparentselectionprocesswhichisconsistentwiththeArticlesofAssociationoftheCompany.Thisprocesshasbeenreviewed,approvedandadoptedbytheBoardasawhole.NewappointeeswillbeconsideredandevaluatedbytheBoardandtheCompanySecretarywillensurethatallappointmentsareproperlymadeandthatlegalandregulatoryobligationsaremet.

TheNRCalsoannuallyreviewstheeffectivenessoftheBoardasawhole,itscommitteesandthecontributionofeachindividualDirectoraswellasChiefExecutiveOfficer.TheNRCwillensurethatallassessmentsandevaluationscarriedoutareproperlydocumentedandfiled.

1.6 Directors’ Training

AllDirectorshaveattendedandsuccessfullycompletedtheMandatoryAccreditationProgramasprescribedbytheBursaSecuritiesACEMarketListingRequirements.TheDirectorshaveandshallcontinuetoattendtherelevantseminars,trainingsandworkshopsonanannualbasistofurtherenhanceandupdatetheirskillsandknowledgeandtokeepabreastwithdevelopmentsinthedynamicbusinessenvironments.

ThefollowingDirectorshaveundergonethetrainingprogramssetoutbelowforthefinancialyearended31March2011:-


14No. Director No. of

hours/daysMode of Training

Title

1 LeeByoungJin Three days Seminar AnnualPalm&LauricOilsConference&Exhibition,PriceOutlook2011/2012

2 VoonSengKeong One day Course TheAllNewYear2010EditionQuarterlyInterimFinancialReporting&theVariousNewStandards,InterpretationsandAmendments to Various Standards

3 KuaLiangMing Three days Seminar AnnualPalm&LauricOilsConference&Exhibition,PriceOutlook2011/2012

4 OoiSayTeik Halfday Seminar AssessingtheRiskandControlEnvironment

5 SiowHockLee One day Course TheAllNewYear2010EditionQuarterlyInterimFinancialReporting&theVariousNewStandards,InterpretationsandAmendments to Various Standards

Twodays Course 2010CorporateFraudConference–ManagingFraudRisk

Halfday Seminar BursaMalaysiaEveningTalkonCorporateGovernance:RiskManagement-ThingsCanStillGoWrong

Duringthefinancialyear,Dato’ZarazilahBinMohamedAliregisteredforatrainingprogrambutwasunabletoattendduetothecancellationbytheprogramorganiser.

1.7 Re-election

InaccordancewiththeCompany’sArticleofAssociations,onethird(1/3)oftheBoard,shallretirefromofficeandbeeligibleforre-electionateachAnnualGeneralMeetingandallthedirectorsshallretirefromofficeonceineverythree(3)yearsbutshallbeeligibleforre-election.

Directors appointed by the Board during the financial year shall be subject to retirement and re-election by shareholders in the next AnnualGeneralMeeting held following their appointments.Directors over seventy (70)yearsofagearerequiredtosubmitthemselvesforre-appointmentannuallyinaccordancewithSection129(6)of theCompaniesAct,1965.

TheelectionofeachDirectorisvotedonseparately.Toassistshareholdersintheirdecision,sufficientinformationsuchaspersonalprofile,meetingsattendanceandtheshareholdings in theGroupofeachDirectorstanding forelectionarefurnished.

2. DIRECTORS’ REMUNERATION

2.1 The Level and Make-up of Remuneration

In thecaseofExecutiveDirectors, thecomponentpartsof remunerationarestructuredsoas to link rewards tocorporateand individualperformance. In thecaseofNon-ExecutiveDirectors, the levelof remunerationreflectsthe experience and level of responsibilities undertaken by the particularNon-Executive concerned.NoDirector,ExecutiveorNon-Executiveshallmakethedecisionspertainingtotheirownremunerationpackage.

2.2 Details of Directors’ Remuneration

Details of the Directors’ Remuneration of the Company for the financial year ended 31 March 2011 are set out below:-

Basic Salary

RM’000

Fees RM’000

Other Emolument RM’000

Benefits -In-Kind RM’000

Total RM’000

Executive Directors 504 – 106 – 610

Non-ExecutiveDirectors 90 108 16 – 214

Total 594 108 122 – 824

STATEMENT ONCORPORATE GOvERNANCE (CONT’D)

15 ThenumberofDirectorswhosetotalremunerationfallsintotherespectivebandsisasfollows:-

Number of Directors

Band of Remuneration Executive Non-Executive

LessthanRM50,000 – 3

RM50,001toRM100,000 – –

RM100,001toRM150,000 – 1

RM150,001toRM200,000 – –

RM200,001toRM250,000 – –

RM250,001toRM300,000 1 –

RM300,001toRM350,000 1 – Thedisclosureofdirectors’remunerationismadeinaccordancewithAppendix9C,item10oftheBursaSecurities

listingrequirements.

ThismethodofdisclosurerepresentsadeviationfromtheBestPracticesetoutintheCode,whichsuggestsseparatedisclosureofeachDirector’sremuneration.TheBoardisoftheopinionthatseparatedisclosurewouldimpingeupontheDirectors’rightofprivacyandwouldnotaddvaluesignificantlytotheunderstandingofshareholdersandotherinterestedinvestorsinthisarea.

3. SHAREHOLDERS

3.1 Dialogue between the Company and Investors

TheBoardrecognisestheimportanceofkeepingtheshareholdersandinvestorsinformedoftheGroup’sbusinessandcorporatedevelopments.SuchinformationisdisseminatedviatheGroup’sannualreports,circularstoshareholders,quarterlyfinancialresultsandthevariousprescribedannouncementsmadetoBursaSecuritiesfromtimetotimeintheBursaSecurities’websiteatwww.bursamalaysia.com.

Inaddition,theGrouphasestablishedawebsiteatwww.greenoceancorp.comtoprovidepublicaccesstoGroupinformationandbusinessactivities.

3.2 Annual General Meeting (“AGM”)

TheAGMis theprincipal forumfordialoguewiththeshareholders.Shareholdersarenotifiedof themeetingandprovidedwith a copyof theCompany’s annual report twentyone (21)daysbefore themeeting.At eachAGM,the shareholders havedirect access to theBoard and are encouraged toparticipate in the openquestion andanswersession.TheChairmanandDirectorsareinattendancetorespondtotheshareholders’queriesduringthemeeting.

4. ACCOUNTABILITY AND AUDIT

4.1 Financial Reporting

The Board aims to provide and present a balanced, clear andmeaningful assessment of theGroup’s financialpositionandprospectsattheendofthefinancialyear,primarilythroughtheannualfinancialstatements,quarterlyresultsannouncementstoBursaSecuritiesandtheannualreporttotheshareholders.TheAuditCommitteeassiststheBoardinscrutinisinginformationfordisclosuretoensureaccuracyandcompleteness.



164.2 Internal Control

AStatement on InternalControlwhichprovides anoverviewof the state of internal controlwithin theGroup isdisclosedonpage17ofthisAnnualReport.

4.3 Relationship with the Auditors

TheGroup’sindependentexternalauditorsfillanessentialrolebyenhancingthereliabilityoftheGroup’sfinancialstatementsandgivingassuranceof the reliability tousersof thesefinancialstatements. TheGrouphasalwaysmaintainedacloseandtransparentrelationshipwithitsexternalauditorsinseekingprofessionaladviceandensuringcompliancewiththeaccountingstandardsinMalaysia.

TheBoardmayseektheexternalauditors’professionaladviceinensuringcompliancewithappropriateaccountingstandardsandrelevantprovisionsoftheCompaniesActs,1965.

5 STATEMENT OF DIRECTORS’ RESPONSIBILITY FOR PREPARING THE FINANCIAL STATEMENTS

TheDirectorsarerequiredbytheCompaniesAct,1965topreparethefinancialstatementsforeachfinancialyearwhichhavebeenmadeout inaccordancewith theapplicableMalaysianAccountingStandardsBoardapprovedaccountingstandards inMalaysiaandtogivea trueand fairviewof thestateofaffairsof theGroupandof theCompanyattheendofthefinancialyear,andoftheresultsandcashflowsoftheGroupandoftheCompanyfortheyearthenended.

Inpreparingthefinancialstatements,theDirectorshavetakenthenecessarystepsandactionsasfollows:- • selectedsuitableaccountingpoliciesandappliedthemconsistently; • madejudgementsandestimatesthatareprudentandreasonable; • ensuredthatallapplicableaccountingstandardshavebeenfollowed;and • prepared financial statements on a going concern basis as the Directors have a reasonable expectation,

having made the necessary enquiries, that the Group and Company have adequate resources to continue inoperationalexistencefortheforeseeablefuture.

TheDirectorshavetheresponsibilityinensuringthattheCompanykeepsaccountingrecordswhichdisclosewithreasonableaccuracythefinancialpositionoftheGroupandCompanyandwhichenablethemtoensurethatthefinancialstatementscomplywiththeCompaniesAct,1965.

TheDirectorshavetheoverallresponsibilitiesfortakingsuchstepsasarereasonablyopentothemtosafeguardtheassetsoftheGroupandtopreventanddetectfraudandotherirregularities.

STATEMENT ON THE EXTENT OF COMPLIANCE WITH THE BEST PRACTICES IN CORPORATE GOVERNANCE SET OUT IN PART 2 OF THE CODE

TheBoardconsidersthattheGrouphassubstantiallycompliedwithTheBestpracticesasstipulatedinPart2oftheCodethroughoutthefinancialyearended31March2011.


17Introduction

TheCode stipulates that theBoard ofDirectors of listed companies shouldmaintain a sound systemof internal controltosafeguardshareholders‘ investmentsandtheGroup’sassets.Rule15.26(b)of theBursaSecuritiesACEMarketListingRequirements requiresdirectorsof listedcompanies to includeastatement inannual reportson thestateof their internalcontrols.TheStatementonInternalControlhasbeenpreparedinaccordancewiththeprovisionsmentionedintheCode.

Board Responsibility

TheBoardrecognisestheimportanceofsoundinternalcontrolandriskmanagementpracticestowardsmaintaininggoodcorporategovernance.TheBoardacknowledgesitsoverallresponsibilityformaintainingasoundsystemofinternalcontrolandriskmanagementwhichincludereviewingtheeffectiveness,adequacyandintegrityofthesesystemsforcompliancewithapplicable laws, regulations, rules,directivesandguidelines throughout theGroup.However, theDirectorsareaware thatsuchsystemsaredesignedtomanageratherthantoeliminatetheriskoffailuretoachievebusinessobjective.Accordingly,theBoardisoftheviewthattheGroup’ssystemofinternalcontrolcanonlyprovidereasonablebutnotabsoluteassuranceagainstmaterialmisstatementorloss.

TheGrouphascontinuouslyidentified,evaluated,monitoredandmanagedsignificantrisksfacedbytheGroupthroughouttheyearuptothedateofapprovaloftheannualreportandfinancialstatements.ThisisregularlyreviewedbythemanagementandreportedtotheBoardasandwhenrequiredanditaccordswiththeInternalControlGuidance.

Internal Control

KeyelementsoftheGroup’ssystemofinternalcontrolinclude:

• TheGrouphasinplaceanorganisationalstructurethatisalignedtobusinessandoperationalrequirements,withclearlydefinedlevelofresponsibility,linesofaccountabilityanddelegatedauthoritywithappropriatereportingprocedures.

• ThereisinvolvementbytheManagingDirectorandExecutiveDirectorintheday-to-daybusinessoperationsoftheGroupandregulardialoguewithseniormanagement.

• Scheduled operational and management meetings are held regularly to identify, discuss and resolve business andoperationalissuesincludingriskareas.SignificantmattersidentifiedduringthesemeetingsarehighlightedtotheBoardonatimelybasis.

• BesidesparticipationoftheManagingDirectorandExecutiveDirectorandManagement,theBoardisalsoassistedbytheAuditCommitteeinspecificareaswithenhancedsystemofinternalcontrolandgovernance.

Internal Audit Function

AnindependentInternalAuditor,isengagedtoassisttheAuditCommitteebyprovidingindependentassuranceontheGroup’ssystemofinternalcontrol.ThescopeofInternalauditfunctioncoverstheauditofselectedbusinessunitsandoperations.TheInternalAuditoradvisesexecutiveandoperationalmanagementontheareasforimprovementandsubsequentlyreviewstheextenttowhichitsrecommendationshavebeenimplemented.

The independent InternalAuditorappraisesandcontributes towards improving theGroup’s riskmanagementandcontrolsystemsandreportsdirectlytotheAuditCommittee.Theinternalauditworkplan,whichcoverstheriskprofileoftheGroup’smajorbusinesssectorsisreviewedandapprovedbytheAuditCommittee.

Board Conclusion

TheBoardbelieves that thedevelopmentof thesystemof internalcontrol isanongoingprocessandhas takensteps toestablishasoundsystemofinternalcontrolwithcontinualreview.TherewerenomateriallosseswhichoccurredduringthefinancialyearthatresultedfromtheweaknessesintheinternalcontrolsystemthatwouldrequireseparatedisclosureinthisAnnualReport. TheBoardremainscommittedtowardsimprovingtheGroup’s internalcontrolandriskmanagementtomeet itscorporateobjectivesandtosupporttheoperationswithintheGroup.

ThisStatementhasbeenreviewedbytheExternalAuditors incompliancewithRule15.23of theBursaSecuritiesListingRequirements.

TheaboveStatementismadeinaccordancewiththeresolutionoftheBoardofDirectorsdated22August2011.

STATEMENT ON INTERNAL CONTROL


18AUDIT COMMITTEE REPORT

1. MEMBERS OF THE AUDIT COMMITTEE

ThemembersoftheAuditCommitteeare:-

Name Designation Directorship

SiowHockLee Chairman IndependentNon-ExecutiveDirector

Lt.Col(R)Dato’ZarazilahBinMohamedAli Member IndependentNon-ExecutiveDirector

OoiSayTeik Member IndependentNon-ExecutiveDirector

2. TERMS OF REFERENCE OF THE COMMITTEE

ThetermsofreferenceoftheCommitteeareasfollows:-

2.1 OBJECTIVES

TheprimaryobjectivesoftheAuditCommitteeareto:-

i. relievethefullBoardofDirectorsfromdetailedinvolvementinthereviewoftheresultsofinternaland external audit activities and to ensure that audit findings are brought up to the highest level for consideration.

ii. comply with the Bursa Securities ACE Market Listing Requirements and other specified financial standards, required disclosure policies, regulations, rules, directives or guidelines developed and administeredbyBursaSecurities.

iii provide a forum for dialogue or meeting as a direct line of communication between the Board of Directorsandtheexternalauditors,internalauditorsandManagement.

2.2 MEMBERSHIP

2.2.1 Composition

The Audit Committee shall be appointed by the Board of Directors which shall fulfil the following requirements:-

i. theAuditCommitteemustbecomposedofnofewerthanthree(3)members; ii. all theAuditCommitteemembersmustbeNon-ExecutiveDirectorswithmajority of thembeing

IndependentDirectors; iii. the Chairman of the Committee shall be an Independent Non-Executive Director appointed by

theBoardofDirectors;and iv. atleastonememberoftheAuditCommittee:- • mustbeamemberoftheMalaysianInstituteofAccountants;or • if he isnotamemberof theMalaysian InstituteofAccountants,hemusthaveat least three

(3)years’workingexperienceand:- - he must have passed the examinations specified in Part I of the First Schedule of the

AccountantsAct1967; - hemustbeamemberofoneoftheassociationsofaccountantsspecifiedinPartIIoftheFirst

ScheduleoftheAccountantsAct1967;or • fulfilssuchotherrequirementsasprescribedorapprovedbyBursaSecurities.

19 AUDIT COMMITTEE REPORT (CONT’D)

2.2.2 Retirement and Resignation

Anymemberof theAuditCommitteewhowishes to resignor retireshouldprovidesufficientwritten noticetotheCompanysothatareplacementmaybeappointedbeforeheleaves.Intheeventofany vacancywiththeresultthatthenumberofmembersisreducedtobelowthree(3),theBoardofDirectors shall,withintwo(2)monthsbutinanycasenotlaterthanthree(3)monthsofthatevent,appointsuch numberofnewmembersasmayberequiredtomakeuptheminimumnumberofthree(3)members.

2.3 AUTHORITY

TheCommitteeisauthorisedbytheBoard:-

i. tohaveexplicitauthoritytoinvestigateanymatterswithinitstermsofreference; ii. tohavetheresourceswhicharerequiredtoperformitsduties; iii. tohavefull,freeandunrestrictedaccesstothechiefexecutiveofficerandchieffinancialofficerandtoany

information,records,propertiesfrombothinternalandexternalauditorsandanyemployee(s)oftheGroup; iv. tohavedirectcommunicationchannelswiththeexternalandinternalauditors; v. tohavetherightstoobtainexternallegalorotherindependentprofessionaladvicewhenevernecessaryin

furtheranceoftheirduties, vi. tobeabletoobtainindependentprofessionalorotheradviceandtoinviteoutsiderswithrelevantexperience

toattendtheCommittee’smeetings;and vii.toconvenemeetingswiththeExternalAuditors,theinternalauditorsorboth,excludingtheattendanceof

otherdirectorsandemployeesofthelistedcompany,wheneverdeemednecessary.

2.4 DUTIES

ThedutiesoftheAuditCommitteeareasfollows:-

i. torecommendthenominationofpersonorpersonsasexternalauditors; ii. toconsidertheexternalauditorsforappointment,auditfeesandreviewanyletterofresignationordismissal

andproposalforre-appointmentofexternalauditorsorwhetherthereisreason(supportedbygrounds)to believethattheexternalauditorsisnotsuitableforre-appointment;

iii. to review the nature and scope of the audit with the internal and external auditors before the audit commencesandensureco-ordinationwheremorethanoneauditfirmisinvolved;

iv. toreviewtheevaluationofthesystemofinternalcontrolswiththeauditors; v. toreviewtheassistancegivenbytheGroup’sofficertotheexternalauditors; vi. toreviewanyappraisalorassessmentoftheperformanceoftheinternalauditors; vii. to review the quarterly results and annual financial statements, prior to the approval by the Board of

Directors,focusingparticularlyon:- • anychangesinaccountingpoliciesandpractices • significantadjustmentsarisingfromtheaudit • anyothersignificantandunusualevents • thegoingconcernassumption • compliancewithaccountingstandardsandotherlegalrequirements; viii. toreviewtheexternalauditor’smanagementletterandmanagement’sresponse; ix. toreviewtheadequacyofthescope,functions,competencyandresourcesoftheinternalauditfunctions

andthatithasthenecessaryauthoritytocarryoutitswork; x. toreviewtheinternalauditprogrammeandtheresultsoftheinternalauditprocessandwherenecessary

ensurethatappropriateactionistakenontherecommendationsoftheinternalauditfunction; xi. toreviewandrecommendtotheBoardofDirectorstheCorporateGovernanceStatementandStatementon

InternalControlinrelationtointernalcontrolandthemanagementofriskincludedintheannualreport;


20 xii. toconsiderthereport,majorfindingsandmanagement’sresponseonanyinternalinvestigationscarried

outbytheinternalauditors; xiii. toreviewtheadequacyandeffectivenessofriskmanagement,internalcontrolandgovernancesystems; xiv. toreviewanyrelatedpartytransactionandconflictofinterestsituationthatmayarisewithintheCompany

ortheGroupincludinganytransaction,procedureorcourseofconductthatraisesquestionsofmanagement integrity;and

xv. tocarryoutsuchotherresponsibilities, functionsorassignmentsasmaybedefinedjointlybytheAudit CommitteeandtheBoardofDirectorsfromtimetotime.

Nomemberof theAuditCommitteeshallhavearelationshipwhich intheopinionof theBoardofDirectors willinterferewiththeexerciseofindependentjudgementincarryingoutthefunctionsoftheAuditCommittee.

2.5 MEETINGS

2.5.1 Quorum

ThemajorityofAuditCommitteememberspresentmustbeIndependentDirectorstoformaquorum.

2.5.2 Frequency of Meetings

TheAuditCommitteewillmeetatleastfour(4)timesayearalthoughsuchadditionalmeetingsmaybe calledatanytimeatthediscretionoftheChairman.Upontherequestoftheexternalauditorsorinternal auditors, the Chairman of the Audit Committee shall also convene ameeting of the Committee to consideranymattersthat theauditorsbelieveshouldbebroughttotheattentionof theDirectorsor shareholders.

2.5.3 Secretary of the Audit Committee

TheCompanySecretaryshallbetheSecretaryoftheAuditCommittee.

2.5.4 Attendance

TheChiefFinanceOfficer,andarepresentativeoftheexternalauditorsshallnormallybeinvitedtoattend the meetings. Other members of the Board may attend the meetings upon invitation of the Audit Committee.At least twicea year, theAuditCommitteeshallmeet theexternal auditorswithoutany executivedirectorspresent.

The Secretary of the Audit Committee shall provide the necessary administrative and secretarial services fortheeffectivefunctioningoftheCommittee.TheminutesofmeetingsarecirculatedtotheCommittee andtoallothermembersoftheBoard.

The details of the attendance of the Committee Meeting for the financial year ended 31 March 2011 are as follows:-

Name Total Meetings attended by Directors

Percentage Attendance (%)

SiowHockLee 5/5 100

Lt.Col(R)Dato’ZarazilahBin Mohamed Ali

5/5 100

OoiSayTeik 5/5 100

AUDIT COMMITTEE REPORT (CONT’D)

21 2.6 SUMMARY OF ACTIVITIES

Duringthefinancialyear,theCommitteehascarriedoutitsdutiesassetoutinthetermsofreference.These include:-

• ReviewedthequarterlyfinancialresultsannouncementsoftheGrouppriortotheBoardapproval,focusing particularlyon:

i. TheoverallperformanceoftheGroup ii. Compliancewithaccountingstandardsandotherlegalrequirements

• Reviewed theannual financialstatementsof theGroup, theaudit report (with theexternalauditors)and the annual report to ensure adequacy of the disclosure of the information essential of a fair and full presentationofthefinancialaffairsoftheGroupforrecommendationtotheBoardforapproval.

• Reviewedtheexternalauditors’scopeofworkandauditplanfortheyear;

• Reviewedwiththeexternalauditors,theresultsoftheannualaudit,auditreportandthemanagementletter, includingthemanagement’sresponse;

• Reviewedwiththeinternalauditors,theirauditplanforthefinancialyearended31March2011.

• Reviewedwiththeinternalauditors,theinternalauditreports.

• ReviewedrelatedpartytransactionswithintheGroup;and

• ReviewedtheAuditCommitteeReport,CorporateGovernanceStatementandStatementonInternalControl andsubmittedthesaiddocumentstotheBoardforconsiderationandapprovalsoastobeincludedinthe annualreportforfinancialyearended31March2011.

2.7 INTERNAL AUDIT FUNCTION

The Group has engaged an external independent internal auditor to carry out the internal audit function to assist theCommittee.TheinternalauditfunctionsareassetoutintheStatementonInternalControl.

Theprincipal roleof the internalauditor is toundertake independent, regularandsystematic reviewsof the systems of internal control so as to provide reasonable assurance that such systems continue to operate satisfactorilyandeffectively.Thecostincurredfortheinternalauditfunctioninrespectofthefinancialyearended 31March2011wasapproximatelyRM25,300.

AUDIT COMMITTEE REPORT (CONT’D)


22Thefollowingadditionalcompliance information isprovided inaccordancewithRule9.25oftheBursaSecuritiesACEMarketListingRequirements:-

1. Material Contracts

Therewere nomaterial contracts enteredby theCompany and its subsidiarieswhich involved the interest of theDirectorsandmajorshareholdersduringthefinancialyear.

2. Non-Audit Fees

Non-auditfeespayabletoexternalauditorsanditsaffiliatesduringthefinancialyearamountedtoRM34,000.

3. Corporate Social Responsibility (“CSR”)

The Board acknowledged importance of CSR. Open communication with investors is being practiced and the CompanywillcontinuetoimproveonthisbyhavingmoredialoguewithinterestedstakeholdersoftheCompany.

Investorsarekept informedofmajorbusinessactivitiesviaannouncement toBursaSecuritiesandtheCompany’swebsite.

TheGroupalsorecognisedthedutiesandresponsibilitiestoitsemployeesandthecommunityatlarge.

Toenhancetheemployees’knowledge,in-housetrainingswereconducted.Staffwerealsosentforexternaltrainingifspecialisttrainingisrequired.

ADDITIONAL COMPLIANCE INFORMATION

23Report of the directors 24

Independent auditors’ report 27

Statements of comprehensive income 29

Statements of financial position 30

Statementsofchangesinequity 32

Statementsofcashflows 33

Notes to the financial statements 35

Statementbydirectors 70

Declarationbytheofficerprimarilyresponsible 71 for the financial management of the Company


24The directors of GREEN OCEAN CORPORATION BERHAD hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31st March, 2011.

PRINCIPAL ACTIVITIES The Company is principally an investment holding company. The principal activities of the subsidiary companies are as disclosed in Note 15 to the Financial Statements.

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

RESULTS OF OPERATIONS The results of operations of the Group and of the Company for the financial year are as follows:

The Group The Company RM RMLoss before tax (2,853,078) (1,977,808)Income tax expense – –

Loss for the year (2,853,078) (1,977,808)

In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS No dividend has been paid or declared by the Company since the previous financial year. The directors also do not recommend any dividend payment in respect of the current financial year.

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

ISSUE OF SHARES AND DEBENTURES The Company has not issued any new shares or debentures during the financial year.

SHARE OPTIONS No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company. No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As of the end of the financial year, there were no unissued shares of the Company under options.

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: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance

for doubtful debts, and have satisfied themselves that there were no known bad debts to be written off and that adequate allowance has been made for doubtful debts; and

REPORT OF THE DIRECTORS

25(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business

had been written down to their estimated realisable values.

At the date of this report, the directors are not aware of any circumstances: (a) which would require the writing off of bad debts or render the allowance for doubtful debts in the financial statements of the

Group or of the Company inadequate to any substantial extent; or (b) which would render the values attributed to current assets in the financial statements of the Group and of the Company

misleading; or (c) 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 (d) not otherwise dealt with in this report or financial statements which 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: (a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which

secures the liability of any other person; or (b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

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

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

DIRECTORS The directors who served on the Board of the Company since the date of the last report are:

Lt. Col. (R) Dato’ Zarazilah Bin Mohamed Ali Lee Byoung Jin Kua Liang MingVoon Seng Keong Ooi Say Teik Siow Hock Lee

In accordance with Article 93 of the Company’s Articles of Association, Messrs. Lee Byoung Jin and Siow Hock Lee retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.

In accordance with Article 129(6) of the Company’s Articles of Association, Lt. Col. (R) Dato’ Zarazilah Bin Mohamed Ali who is over 70 years of age retires and a resolution will be proposed for his re-appointment as directors to hold office until the conclusion of the following Annual General Meeting of the Company.

REPORT OF THE DIRECTORS (CONT’D)


26DIRECTORS’ INTERESTS The shareholdings in the Company of those who were directors at the end of the financial year as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:

Number of Ordinary Shares of RM0.10 each

Balance as of 1.4.2010 Bought Sold

Balance as of 31.3.2011

Shares in the Company

DIRECT INTEREST

Registered in the name of director

Voon Seng Keong 8,691,630 – – 8,691,630

Kua Liang Ming 7,285,632 – – 7,285,632

Ooi Say Teik 620,000 – – 620,000

Siow Hock Lee 240,000 – – 240,000

INDIRECT INTEREST

Siow Hock Lee * 550,000 – – 550,000

* Deemed interest by virtue of the shares held by his spouse, Chen Bee Yoke.

None of the other directors in office at the end of the financial year, held shares or had beneficial interest in the shares of the Company or its related companies during and at the end of the financial year.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receive any benefit (other than the benefit included in the aggregate of emoluments received or due and receivable by directors as disclosed in the financial statements or being fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest.

During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

AUDITORS The auditors, Messrs. Deloitte & Touche, have indicated their willingness to continue in office. Signed on behalf of the Boardin accordance with a resolution of the Directors, ______________________________LEE BYOUNG JIN

______________________________KUA LIANG MING

Petaling Jaya,27th July, 2011

REPORT OF THE DIRECTORS (CONT’D)

27Report on the Financial Statements

We have audited the financial statements of GREEN OCEAN CORPORATION BERHAD, which comprise the statements of financial position of the Group and of the Company as of 31st March, 2011 and the statements of comprehensive income, statements of changes in equity and statements of 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 29 to 69.

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 as 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 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 the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors 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 that 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 31st 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 subsidiary companies have been properly kept in accordance with the provisions of the Act;

(b) we are satisfied that the financial statements of the subsidiary companies 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; and

(c) the auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and did not include any comment made under Sub-section (3) of Section 174 of the Act.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF GREEN OCEAN CORPORATION BERHAD (Incorporated in Malaysia)


28Other Reporting Responsibilities The supplementary information set out in Note 40 on page 69 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1 “Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements” as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

DELOITTE & TOUCHEAF 0834Chartered Accountants

HIEW KIM TIAMPartner - 1717/08/11 (J)Chartered Accountant

27th July, 2011

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF

GREEN OCEAN CORPORATION BERHAD (Incorporated in Malaysia) (CONT’D)

29The Group The Company

2011 2010 2011 2010

Note(s) RM RM RM RM

Revenue 5 & 6 152,647,243 87,962,249 – 2,400,000

Cost of sales (151,669,058) (86,120,667) – –

Gross profit 978,185 1,841,582 – 2,400,000

Interest income 7 – 703 – –

Other operating income 470,871 198,982 – –

Administrative expenses (88,901) (109,658) (25,871) (33,596)

Selling and distribution costs (144,960) (39,830) – –

Other operating expenses (4,587,881) (9,289,011) (1,935,557) (1,117,811)

Finance costs 8 (670,157) (603,996) (16,380) (16,380)

Other gains and losses 9 1,189,765 – – –

(Loss)/Profit before tax 10 (2,853,078) (8,001,228) (1,977,808) 1,232,213

Tax income 12 – 796,027 – –

(Loss)/Profit for the year/Total comprehensive (loss)/income for the year (2,853,078) (7,205,201) (1,977,808) 1,232,213

The Group

2011 2010

Note RM RM

Loss per share attributable to ordinary equity holders of the Company - Basic (sen) 13 (1.68) (4.25)

The accompanying Notes form an integral part of the Financial Statements.

STATEMENTS OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31ST MARCH, 2011


30STATEMENTS OF FINANCIAL POSITIONAS OF 31ST MARCH, 2011

The Group The Company

2011 2010 2011 2010

Note RM RM RM RM

ASSETS

Non-current Assets

Property, plant and equipment 14 16,572,983 18,302,968 78,700 278,405

Investment in subsidiary companies 15 – – 11,584,934 12,734,963

Development expenditure 16 – 155,310 – –

Goodwill 17 736,384 736,384 – –

17,309,367 19,194,662 11,663,634 13,013,368

Current Assets

Inventories 18 4,813,722 1,812,641 – –

Trade receivables 19 6,907,057 3,131,499 – –

Other receivables, refundable deposits and prepaid expenses

20 1,736,701 1,254,357 26,875 1,755

Tax recoverable 185,707 187,372 – –

Amount owing by subsidiary companies 15 – – 5,370,611 4,091,401

Short-term investments 21 – 66,238 – –

Other financial asset 22 2,306,723 – – –

Cash and bank balances 35 1,524,069 2,063,694 9,591 190,588

17,473,979 8,515,801 5,407,077 4,283,744

Total Assets 34,783,346 27,710,463 17,070,711 17,297,112

EQUITY AND LIABILITIES

Capital and Reserves

Issued capital 23 16,950,000 16,950,000 16,950,000 16,950,000

Share premium 24 1,358,915 1,358,915 1,358,915 1,358,915

Accumulated losses (6,592,141) (3,739,063) (3,895,259) (1,917,451)

Total Equity 11,716,774 14,569,852 14,413,656 16,391,464

Non-current and Deferred Liabilities

Borrowings - non current portion 30 3,799,108 – – –

Deferred revenue - non current portion 32 1,220,479 – – –

Hire-purchase payables

- non current portion 25 279,761 376,274 263,097 347,109

Deferred tax liabilities 26 138,750 138,750 – –

5,438,098 515,024 263,097 347,109

31 STATEMENTS OF FINANCIAL POSITION (CONT’D)AS OF 31ST MARCH, 2011


2011 2010 2011 2010

Note RM RM RM RM

Current Liabilities

Trade payables 27 9,738,424 3,773,408 – –

Other payables and accrued expenses 28 1,972,965 2,896,907 214,642 143,851

Deferred revenue - current portion 32 160,942 – – –

Amount owing to directors 29 135,946 73,544 135,946 73,544

Amount owing to subsidiary companies 15 – – 1,959,358 257,132

Hire-purchase payables - current portion 23 96,513 96,513 84,012 84,012

Borrowings - current portion 30 4,406,726 5,785,215 – –

Other financial liability 31 1,116,958 – – –

17,628,474 12,625,587 2,393,958 558,539

Total Liabilities 23,066,572 13,140,611 2,657,055 905,648

Total Equity and Liabilities 34,783,346 27,710,463 17,070,711 17,297,112



32STATEMENTS OF CHANGES IN EQUITYFOR THE YEAR ENDED 31ST MARCH, 2011

Non-distributable

Reserve -

Distributable Reserve - Retained Earnings/

The Group

IssuedCapital

RM

SharePremium

RM

(Accumulated Losses)

RMTotalRM

Balance as of 1st April, 2009 16,950,000 1,358,915 3,466,138 21,775,053

Loss for the year/Total comprehensive loss for the year – – (7,205,201) (7,205,201)

Balance as of 31st March, 2010 16,950,000 1,358,915 (3,739,063) 14,569,852

Balance as of 1st April, 2010 16,950,000 1,358,915 (3,739,063) 14,569,852



Non-distributable

Reserve -

The Company

Issued Capital

RM

Share Premium

RM

Accumulated Losses

RMTotalRM


Profit for the year/Total comprehensive income for the year – – 1,232,213 1,232,213






33 STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED 31ST MARCH, 2011


2011 2010 2011 2010

RM RM RM RM

CASH FLOWS FROM/ (USED IN) OPERATING ACTIVITIES

(Loss)/Profit for the year (2,853,078) (7,205,201) (1,977,808) 1,232,213

Adjustments for:

Depreciation of property, plant and equipment 1,771,286 1,439,787 199,705 198,680

Finance costs 670,157 603,996 16,380 16,380

Inventories written off 115,922 - - -

Impairment of development expenditure 87,696 2,203,459 - -

Amortisation of development expenditure 67,614 1,257,465 - -

Property, plant and equipment written off 14,649 4,346 - -

Allowance for doubtful debts 500 833,486 - -

Development expenditure written off - 158,700 - -

Provision for diminution in value of investment in subsidiary companies

- - 1,150,029 411,612

Other gains and losses (1,189,765) - - -

Government grant recognised (228,001) - - -

Allowance for doubtful debts no longer required (33,513) - - -

Unrealised gain on foreign exchange (12,398) (25,514) - -

Tax income - (796,027) - -

Interest income - (703) - -

Operating (Loss)/Profit Before Working Capital Changes (1,588,931) (1,526,206) (611,694) 1,858,885

(Increase)/Decrease in:

Inventories (3,117,003) 3,355,574 - -

Trade receivables (3,742,545) 772,283 - -

Other receivables, refundable deposits and prepaid expenses

(80,946) (842,242) (25,120) (1,622)

(Decrease)/Increase in:

Trade payables 5,977,414 635,058 - -

Other payables and accrued expenses (923,942) 725,856 70,791 41,201

Amount owing to directors 62,402 22,573 62,402 22,573

Cash (Used In)/Generated From Operations (3,413,551) 3,142,896 (503,621) 1,921,037

Interest received - 703 - -

Income tax paid (75,802) (13,202) - -

Income tax refunded 77,467 31,761 - -

Government grant received 1,208,024 - - -

Net Cash (Used In)/From Operating Activities (2,203,862) 3,162,158 (503,621) 1,921,037


34The Group The Company

2011 2010 2011 2010

Notes RM RM RM RM

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

Withdrawal/(Placement) of short-term investments 66,238 (692) - -

Purchases of property, plant and equipment (55,950) (3,864,565) - (4,550)

(Increase)/Decrease in amount owing by subsidiary companies

- - (1,279,210) 566,204

Additional investment in a wholly owned subsidiary company

- - - (250,000)

Decrease in cash pledged with a local licensed bank 15,000 - - -

Net Cash From/(Used In) Investing Activities 25,288 (3,865,257) (1,279,210) 311,654

CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

Repayment of term loan (400,892) – – –

Drawdown/(Repayment) of other borrowings - net 2,821,511 (1,009,941) – –

Interest paid (670,157) (603,996) (16,380) (16,380)

Payment of hire purchase payables (96,513) (92,346) (84,012) (84,012)

Increase/(Decrease) in amount owing to subsidiary companies

– – 1,702,226 (2,255,437)

Net Cash From/(Used In) Financing Activities 1,653,949 (1,706,283) 1,601,834 (2,355,829)

NET DECREASE IN CASH AND CASH EQUIVALENTS

(524,625) (2,409,382) (180,997) (123,138)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,048,694 4,458,076 190,588 313,726

CASH AND CASH EQUIVALENTS AT END OF YEAR 35 1,524,069 2,048,694 9,591 190,588

Note: During the current financial year, the Group and the Company acquired property, plant and equipment at an aggregate cost of RM 55,950 (RM5,109,494 in 2010) and RM Nil (RM4,550 in 2010) respectively of which RM Nil (RM50,000 in 2010) and RM Nil (RM Nil in 2010) was acquired under hire-purchase arrangement, and RMNil (RM1,194,929 in 2010) and RM Nil (RM Nil in 2010) remained unpaid as of year end. Cash payments for the acquisition of property, plant and equipment of the Group and the Company amounted to RM55,950 (RM4,207,941 in 2010) and RM Nil (RM4,550 in 2010) respectively.


STATEMENTS OF CASH FLOWS (CONT’D)FOR THE YEAR ENDED 31ST MARCH, 2011

35 NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION The Company is principally an investment holding company. The principal activities of the subsidiary companies are as

disclosed in Note 15 to the Financial Statements. There have been no significant changes in the nature of the principal activities of the Company and of its subsidiary companies

during the financial year. The registered office of the Company is located at 10-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur.

The principal place of business of the Company is located at B-1-32, Block B, Merchant Square @ Tropicana, No.1, Jalan Tropicana Selatan 1, PJU 3, 47410 Petaling Jaya, Selangor Darul Ehsan.

The financial statements of the Group and of the Company were authorised by the Board of Directors for issuance on 27th July, 2011.

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards (“FRS”) and the provisions of the Companies Act, 1965 in Malaysia.

2.1 Adoption of New and Revised Financial Reporting Standards

In the current financial year, the Group and the Company have adopted all the new and revised Standards and Issues Committee Interpretations (“IC Int.”) issued by the Malaysian Accounting Standards Board (“MASB”) that are relevant to its operations and effective for annual periods beginning on or after 1 January 2010 as follows:

FRS 7 Financial Instruments: Disclosures FRS 7 Financial Instruments: Disclosures (Amendments relating to reclassification of financial assets and reclassification of

financial assets - Effective date and transition) FRS 8 Operating Segments FRS 101 Presentation of Financial Statements (revised) FRS 123 Borrowing Costs (revised) FRS 127 Consolidated and Separate Financial Statements (Amendments relating to cost of an investment in a subsidiary,

jointly controlled entity or associate) FRS 139 Financial Instruments: Recognition and Measurement FRS 139 Financial Instruments: Recognition and Measurement (Amendments relating to eligible hedged items,

reclassification of financial assets, reclassification of financial assets - Effective date and transition and embedded derivatives)

Improvements to FRSs issued in 2009 IC Int. 9 Reassessment of Embedded Derivatives IC Int. 9 Reassessment of Embedded Derivatives (Amendments relating to embedded derivatives) IC Int. 10 Interim Financial Reporting and Impairment

The adoption of these new and revised Standards and IC Interpretations have not affected significantly the amounts reported on the financial statements of the Group and of the Company except for those Standards and IC Interpretations as set out in section 2.2 and section 2.3. Details of other Standards and IC Interpretations adopted in the financial statements of the Group and of the Company that have had no effect on the amounts reported but may affect the accounting for future transactions or arrangements are as set out in Section 2.4.

2.2 Standards Affecting Presentation and Disclosure

FRS 7 Financial Instruments: Disclosures

FRS 7 and the consequential amendment to FRS 101 Presentation of Financial Statements require disclosure of information about the significance of financial instruments for the Group’s and the Company’s financial position and performance, the nature and extent of risks arising from financial instruments, and the objectives, policies and process for managing capital.

Comparative disclosures have not been presented upon initial adoption of this Standard as the Group and the Company have availed themselves of the transitional provision in this Standard.


36 FRS 8 Operating Segments

FRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. In contrast, the predecessor Standard (FRS 1142004 Segment Reporting) required an entity to identify two sets of segments (business and geographical), using a risks and returns approach, with the entity’s “system of internal financial reporting to key management personnel” serving only as the starting point for the identification of such segments. As a result, following the adoption of FRS 8, the identification of the Group’s reportable segments has changed (see Note 36).

FRS 101 Presentation of Financial Statements (revised)

FRS 101 has introduced terminology changes (including revised titles for the financial statements) and changes in the format and content of the financial statements.

2.3 Standards Affecting the Reported Results or Financial Position

FRS 139 Financial Instruments: Recognition and Measurement

The Group and the Company have adopted FRS 139 prospectively on 1st April, 2010 in accordance with the transitional provisions in FRS 139. On that date, financial assets were classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments or available-for-sale financial assets, as appropriate. Financial liabilities were either classified as financial liabilities at fair value through profit or loss or other financial liabilities (i.e. those financial liabilities which are not held for trading or designated as at fair value through profit or loss upon initial recognition). The accounting policies for financial assets and financial liabilities are as disclosed in Notes 3 to the financial statements.

All financial assets and financial liabilities within the scope of FRS 139 are recognised and re-measured accordingly.

As the change in accounting policy has been applied prospectively, the change has had no significant impact on amounts reported for 2010 or prior periods.

2.4 Standards and IC Interpretations Adopted with No Effect on Financial Statements

The adoption of the following new and revised Standards and IC Interpretations has not had any significant impact on the amounts reported in the financial statements of the Group and of the Company but may affect the accounting for future transactions or arrangements.

FRS 123 Borrowing Costs (revised)

The principal change to the Standard was to eliminate the option to expense all borrowing costs when incurred. This change has had no impact on these financial statements because it has always been the Group’s and the Company’s accounting policy to capitalise borrowing costs incurred on qualifying assets.

Amendments to FRS 139 Financial Instruments: Recognition and Measurement - Eligible Hedged Items

The amendments provide clarification on two aspects of hedge accounting: identifying inflation as a hedged risk or portion, and hedging with options.

IC Int. 9 Reassessment of Embedded Derivatives

This Interpretation clarifies that an entity should reassess whether an embedded derivative needs to be separated from the host contract after the initial hybrid contract is recognised only when there is a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract.

IC Int. 10 Interim Financial Reporting and Impairment

This Interpretation requires that when an impairment loss is recognised in an interim period in respect of goodwill or an investment in either an equity instrument or a financial asset carried at cost, that impairment should not be re versed in subsequent interim financial statements nor in annual financial statements.

Embedded Derivatives (Amendments to IC Int. 9 and FRS 139)

The amendments clarify the accounting for embedded derivatives in the case of a reclassification of a financial asset out of the “fair value through profit or loss” category as permitted by the amendments to FRS 139 Financial Instruments: Recognition and Measurement.

Improvements to FRSs (2009) The Improvements have led to a number of changes in the detail of the Group’s and the Company’s accounting policies - some of which are changes in terminology only, and some of which are substantive but have had no material effect on amounts reported.

NOTES TO THE FINANCIAL STATEMENTS(CONT’D)

37 2.5 Standards and IC Interpretations in Issue But Not Yet Effective

At the date of authorisation for issue of these financial statements, the new and revised Standards and IC Interpretations which were in issue but not yet effective and not early adopted by the Group and the Company are as listed below.

FRS 1 First-time Adoption of Financial Reporting Standards (revised)1

FRS 1 First-time Adoption of Financial Reporting Standards (Amendments relating to limited exemption from Comparative FRS 7 Disclosures for First-time Adopters)2

FRS 1 First-time Adoption of Financial Reporting Standards (Amendments relating to additional exemptions for first- time adopters)2

FRS 2 Share-based Payment (Amendments relating to scope of FRS 2 and revised FRS 3)1

FRS 2 Share-based Payment (Amendments relating to group cash-settled share-based payment transactions)2

FRS 3 Business Combinations (revised)1

FRS 5 Non-current Assets held for sale and Discontinued Operations (Amendments relating to plan to sell controlling interest in a subsidiary)1

FRS 7 Financial Instruments: Disclosures (Amendments relating to improving disclosures about financial instruments)2 FRS 124 Related Party Disclosures (revised)3

FRS 127 Consolidated and Separate Financial Statements (revised)1

FRS 128 Investment in Associates (revised)1

FRS 132 Financial Instruments: Presentation (Amendments relating to classification of rights issue)4

FRS 138 Intangible Assets (Amendments relating to additional consequential amendments arising from revised FRS 3)1

FRS 139 Financial Instruments: Recognition and Measurement (Amendments relating to additional consequential amendments arising from revised FRS 3 and revised FRS 127)1

Improvements to FRSs 20102

IC Int. 4 Determining whether an Arrangement contains a Lease2

IC Int. 9 Reassessment of Embedded Derivatives (Amendments relating to additional consequential amendments arising from revised FRS 3)1

IC Int. 12 Service Concession Arrangements1

IC Int. 14 FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction (Amendments relating to prepayments of a minimum funding requirement)7

IC Int. 15 Agreements for the Construction of Real Estate5 IC Int. 16 Hedges of a Net Investment in a Foreign Operation1

IC Int. 17 Distributions of Non-cash Assets to Owners1

IC Int. 18 Transfers of Assets from Customers6

IC Int. 19 Extinguishing Financial Liabilities with Equity Instruments7

1 Effective for annual periods beginning on or after 1st July, 2010 2 Effective for annual periods beginning on or after 1st January, 2011 3 Effective for annual periods beginning on or after 1st January, 2012 4 Effective for annual periods beginning on or after 1st March, 2010 5 Original effective date of 1st July, 2010 deferred to 1st January, 2012 via amendment issued by MASB on 30th August,

2010 6 Applied prospectively to transfers of assets from customers received on or after 1st January, 2011 7 Effective for annual periods beginning on or after 1st July, 2011

The directors anticipate that abovementioned Standards and IC Interpretations will be adopted in the annual financial statements of the Group and of the Company when they become effective and that the adoption of these Standards and IC Interpretations will have no material impact on the financial statements of the Group and of the Company in the period of initial application, except for the following:

FRS 3 - Business Combinations (revised)

The revised FRS 3:

• allowsachoiceonatransaction-by-transactionbasisforthemeasurementofminorityinterestseitheratfairvalueorat the minority interests’ share of the fair value of the identifiable net assets of the acquiree;



38 • changes the recognitionandsubsequentaccounting requirements for contingentconsideration.Under theprevious

version of the Standard, contingent consideration was recognised at the acquisition date only if payment of the contingent consideration was probable and it could be measured reliably; any subsequent adjustments to the contingent consideration were recognised against goodwill. Under the revised Standard, contingent consideration is measured at fair value at the acquisition date; subsequent adjustments to the consideration are recognised against goodwill only to the extent that they arise from new information obtained within the measurement period (a maximum of 12 months from the acquisition date) about the fair value at the acquisition date. All other subsequent adjustments to contingent consideration classified as an asset or a liability are recognised in statement of comprehensive income;

• requires the recognitionof a settlementgainor losswhere thebusinesscombination ineffect settlesapre-existing relationship between the Group and the acquiree; and

• requiresacquisition-relatedcoststobeaccountedforseparatelyfromthebusinesscombination,generally leadingto those costs being recognised as an expense in statement of comprehensive income as incurred, whereas previously they were accounted for as part of the cost of the business combination.

Upon adoption, this Standard will be applied prospectively and therefore, no restatements will be required in respect of transactions prior to the date of adoption.

FRS 127 - Consolidated and Separate Financial Statements (revised)

The revised Standard will affect the Group’s accounting policies regarding changes in ownership interests in its subsidiaries that do not result in a change in control. Previously, in the absence of specific requirements in FRSs, increases in interests in existing subsidiaries were treated in the same manner as the acquisition of subsidiaries, with goodwill or a bargain purchase gain being recognised, where appropriate; for decreases in interests in existing subsidiaries regardless of whether the disposals would result in the Group losing control over the subsidiaries, the difference between the consideration received and the carrying amount of the share of net assets disposed of was recognised in statement of comprehensive income.

Under FRS 127 (revised), increases or decreases in ownership interests in subsidiaries that do not result in the Group

losing control over the subsidiaries are dealt with in equity and attributed to the owners of the parents, with no impact on goodwill or profit or loss. When control of a subsidiary is lost as a result of a transaction, event or other circumstance, FRS 127 (revised) requires that the Group derecognised all assets, liabilities and minority interests at their carrying amounts. Any retained interest in the former subsidiary is recognised at its fair value at the date when control is lost, with the resulting gain or loss being recognised in statement of comprehensive income.

Upon adoption, this Standard will be applied prospectively and therefore, no restatements will be required in respect of transactions prior to the date of adoption.

3. SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of the Group and of the Company have been prepared under the historical cost convention except

as disclosed in the summary of significant accounting policies. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and of the subsidiary companies controlled by the Company made up to 31st March, 2011. Subsidiary companies are those companies in which the Group owns, directly or indirectly, more than 50% of the equity share capital and has power to exercise control over the financial and operating policies so as to obtain benefits from their activities.

Subsidiary companies are consolidated using the acquisition method of accounting. On acquisition, the assets and liabilities of the relevant subsidiary companies are measured at their fair values at the date of acquisition. The results of subsidiary companies acquired or disposed of during the financial year are included in the consolidated financial statements from the effective date of acquisition or to the effective date of disposal as applicable. All significant inter-company transactions and balances are eliminated on consolidation.


39 Business Combination

The acquisition of subsidiary company is accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for the recognition under FRS 3 Business Combinations are recognised at their fair values at the acquisition date, except for non-current assets that are classified as held for sale in accordance with FRS 5 Non-current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.

Goodwill

Goodwill arising on the acquisition of a subsidiary company represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary company recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the goodwill may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary company, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Revenue

Sales of goods are recognised upon delivery of products and when the risks and rewards of ownership have passed to the customers. Revenue represents gross invoiced value of goods sold and services provided net of sales tax, trade discounts and allowances.

Revenue from services rendered is recognised in profit or loss on the percentage of completion method based on the work and deliverables performed to date bear to the total contract sum. Where the outcome of the transactions cannot be estimated reliably, revenue is recognised only to the extent of the expenditure recognised that is recoverable.

Foreign Currencies

The financial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates (its functional currency). The functional currency of each entity in the Group is Ringgit Malaysia. For the purpose of the consolidated financial statements, the results and financial position of the each entity are expressed in Ringgit Malaysia, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the Group and the Company, transactions in currencies other than the functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.

Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included in profit or loss for the period. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for differences (if any) arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in other comprehensive income.



40 Employee benefits

(i) Short-term benefits Wages, salaries, paid annual leaves, bonuses and social contributions are recognised in the year in which the

associated services are rendered by employees of the Group and of the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plan The Group and the Company makes statutory contributions to Employees Provident Fund (“EPF”), a statutory defined

contribution plan, at certain prescribed rate based on employee’s salaries. The Group’s and the Company’s contributions to the EPF are charged to the profit or loss in the period to which they relate. Once the contributions have been paid, the Group and the Company has no further payment obligations.

Government Grants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the statement of financial position and transferred to profit or loss on a systematic basis over the useful lives of the related assets.

Income Tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current Tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statements of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profits will be available against which those deductible temporary differences, unused tax losses and unused tax credits can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associate, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group and the Company expect, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.


41 Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against

current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group and the Company intend to settle its current tax assets and liabilities on a net basis.

Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (if any).

Property, plant and equipment, other than freehold land and capital work-in-progress which are not depreciated, are depreciated using the straight-line method at rates calculated to write off the cost of the assets over their estimated useful lives. The annual rates used are as follows:

Freehold building 4% - 10%

Plant and machinery, tools and equipment 10% - 20%

Electrical installation 9% - 20%

Motor vehicles 20% - 30%

Office equipment, furniture and fittings and computer equipment 10% - 33%

Office renovation 20% - 30%

The estimated useful lives, residual values and depreciation method of property, plant and equipment are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.

Gain or loss arising from the disposal of an asset is determined as the difference between the net disposal proceeds and the carrying amount of the asset, and is recognised in profit or loss.

Property, Plant and Equipment under Hire-Purchase Arrangements

Property, plant and equipment acquired under hire-purchase arrangements are capitalised in the financial statements and the corresponding obligations treated as liabilities. Finance charges are allocated to profit or loss to give a constant periodic rate of interest on the remaining hire-purchase liabilities.

Investment in Subsidiary Companies

Investment in subsidiary companies, which is eliminated on consolidation, is stated at cost less any impairment losses in the Company’s financial statements.

Development Expenditure

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised when all of the following have been demonstrated:

(i) the technical feasibility of completing the intangible asset so that it will be available for use or sale; (ii) the intention to complete the intangible asset and use or sell it; (iii) the ability to use or sell the intangible asset; (iv) the ability to generate probable future economic benefits; (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the

intangible asset; and (vi) the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are stated at cost less accumulated amortisation and impairment losses (if any).

Development expenditure recognised as an internally-generated intangible asset is amortised on the straight line method over the life of the project from the date of commencement of commercial operation, which is on average five years. The life of the project and amortisation method are reviewed at the end of each annual accounting period, with the effect of any changes in estimate being accounted for on a prospective basis.



42 Impairment of Non-financial Assets

The carrying amount of property, plant and equipment, investment in subsidiary companies and development expenditure are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.

Recoverable amount is the higher of fair value less costs to sell and value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is written down to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is revised upwards to the estimated recoverable amount, but to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Inventories

Raw materials, trading merchandise and finished goods are valued at the lower of cost (determined on the first-in first-out basis) and net realisable value.

The cost of raw materials and trading merchandise includes the original cost of purchases plus the cost of bringing the inventories to their present location. The costs of finished goods include the cost of raw materials, direct labour and an appropriate allocation of direct manufacturing overheads.

Net realisable value represents the estimated selling price in the ordinary course of business less selling and distribution costs and other related estimated costs to completion.

Short-term Investments

Short-term investments in 2010 were stated at the lower of cost and net realisable value.

Provisions

Provisions are made when the Group and the Company has a present obligation (legal or constructive) as a result of past events, when it is probable that the Group and the Company will be required to settle the obligation, and a reliable estimate of the amount can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

Financial Instruments Financial instruments are recognised in the statements of financial position when, and only when, the Group and the

Company become a party to the contractual provisions of the financial instruments.

Financial instruments are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.


43 Effective Interest Method

The effective interest method is a method of calculating the amortised cost of a financial asset/liability and of allocating interest income/expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) or payments through the expected life of the financial asset/liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at fair value through profit or loss.

Financial Assets

Financial assets are classified into the following specified categories: financial assets “at fair value through profit or loss” (FVTPL), “held-to-maturity” investments, “available-for-sale” (AFS) financial assets and “loans and receivables”. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, such financial assets are recognised and derecognised on trade date.

Loans and Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active

market. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Impairment of Financial Assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period.

Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Objective evidence of impairment could include:

• significantfinancialdifficultyoftheissuerorcounterparty;or • defaultordelinquencyininterestorprincipalpayments;or • itbecomingprobablethattheborrowerwillenterbankruptcyorfinancialre-organisation.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the credit period ranges from 30 to 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.



44 Derecognition of Financial Assets The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it

transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Financial Liabilities and Equity Instruments Issued by the Group and the Company

Classification as Debt or Equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the

contractual arrangement.

Equity Instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its

liabilities. Equity instruments issued by the Group and the Company are recognised at the proceeds received, net of direct issue costs.

Financial Liabilities Financial liabilities are classified as either financial liabilities “at FVTPL” or “other financial liabilities”.

Other Financial Liabilities Other financial liabilities are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

Derecognition of Financial Liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they

expire.

Derivative Financial Instruments

Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately.

A derivative with a positive fair value is recognised as a financial asset; a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

Statements of Cash Flows

The Group and the Company adopt the indirect method in the preparation of statements of cash flows.

Cash and cash equivalents comprise cash and bank balances, term deposits and other short-term, highly liquid investments that are readily convertible into cash with insignificant risk of changes in value, against which bank overdrafts, if any, are deducted.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

(i) Critical judgements in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, which are described in Note 3 above, the directors are of the opinion that there are no instances of application of judgement which are expected to have a significant effect on the amounts recognised in the financial statements.


45 (ii) Key sources of estimation uncertainty

The directors believe that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year except as follows:

Allowance for doubtful debts The Group makes allowance for doubtful debts based on an assessment of the recoverability of trade receivables.

Allowance is applied to trade receivables where events or changes in circumstances indicate that the balances may not be collectible. The identification of doubtful debts requires the use of judgement and estimates. Where the expectation is different from the original estimate, such difference will impact the carrying value of the trade receivables and doubtful debts expenses in the period in which such estimate has been changed. As at 31st March, 2011, allowance for doubtful debts for trade receivables has been disclosed in Note 19.

Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating unit

to which goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill in the statement of financial position was RM736,384 and no impairment loss was recognised during the current financial year.

Impairment of property, plant and equipment As disclosed in Note 3, recoverable amount of non-financial assets such as plant, property and equipment is the

higher of fair value less cost to sell and value-in-use.

The calculation of value-in-use involves the estimation of future cash flows expected to be generated from utilisation of the property, plant and equipment over their economic lives. These cash flows are discounted to present value using a suitable discount rate and the aggregate discounted cash flows is compared with carrying values of the assets to see whether any indication of impairment has arisen. No impairment loss was recognised during the current financial year. This evaluation is subject to changes such as market performance, future growths of the business, economic and political situation of the country.

5. REVENUE


2011 2010 2011 2010

RM RM RM RM

Sales of palm oil and palm kernel expeller 149,813,688 77,836,925 – –

Sales of total information technology solutions

2,292,873 5,385,080 – –

Sales of enzyme 407,510 511,592 – –

Maintenance fees 110,997 176,882 – –

Others 22,175 6,749 – –

Provision of information management services

– 3,933,896 – –

Software applications – 111,125 – –

Dividend income from subsidiary company – – – 2,400,000

152,647,243 87,962,249 – 2,400,000



466. OPERATING COSTS APPLICABLE TO REVENUE


2011 2010 2011 2010

RM RM RM RM

Raw materials consumed 117,177,669 64,902,587 – –

Production costs 3,485,742 3,046,898 – –

Purchases of finished goods and trading merchandise

31,504,928 14,500,510 – –

Changes in inventories of finished goods and trading merchandise

(1,890,304) 2,428,880 – –

Impairment of development expenditure (Note 16)

87,696 2,203,459 – –

Staff costs 1,825,904 2,168,303 – 18,245

Depreciation of property, plant and equipment (Note 14)

1,771,286 1,439,787 199,705 198,680

Amortisation of development expenditure (Note 16)

67,614 1,257,465 – –

Inventories written off 115,922 – – –

Provision for diminution in value of investment in subsidiary companies

– – 1,150,029 411,612

Other operating expenses 2,344,343 3,611,277 611,694 522,870

156,490,800 95,559,166 1,961,428 1,151,407

Staff costs include salaries, bonuses, contributions to Employees’ Provident Fund (“EPF”) and any other staff related expenses. Contributions to EPF of the Group for staff during the financial year amounted to RM136,379 (RM184,933 in 2009).

7. INTEREST INCOME

The Group The Group

2011 2010

RM RM

Interest income from short-term investments – 703

8. FINANCE COSTS


2011 2010 2011 2010

RM RM RM RM

Interest on:

Borrowings 651,902 586,366 – –

Hire-purchase payables 18,255 17,630 16,380 16,380

670,157 603,996 16,380 16,380


479. OTHER GAINS AND LOSSES

The Group

2011 2010

RM RM

Net gain arising on derivative instrument carried at fair value 1,189,765 –

10. (LOSS)/PROFIT BEFORE TAX (Loss)/Profit before tax is arrived at:


2011 2010 2011 2010

RM RM RM RM

After charging:

Directors’ remuneration (Note 11) 847,560 905,760 108,000 108,000

Allowance for doubtful debts 500 833,486 – –

Development expenditure written-off(Note 16)

– 158,700 – –

Rental of:

- Premises 109,200 104,200 34,479 32,964

- Motor vehicle 324 3,000 – –

- Equipment 594 1,569 – –

Auditors’ remuneration:

- Statutory audit 86,000 79,000 22,000 18,000

- Non-audit services 35,000 7,000 35,000 7,000

Property, plant and equipment written off (Note 14) 14,649 4,346 – –

After crediting:

Government grant recognised (Note 32) 228,001 – – –

Rental of:

- Equipment 111,853 31,000 – –

- Premises – 67,252 – –

Gain on foreign exchange - net:

- Realised 66,136 63,552 – –

- Unrealised 12,398 25,514 – –

Allowance for doubtful debts no longer required 33,513 – – –



4811. DIRECTORS’ REMUNERATION


2011 2010 2011 2010

RM RM RM RM

Executive directors:

Salaries and other emoluments 678,000 720,000 – –

Contributions to EPF 61,560 77,760 – –

739,560 797,760 – –

Non-executive directors:

Fees 108,000 108,000 108,000 108,000

847,560 905,760 108,000 108,000

The number of directors of the Company whose total remuneration within the Group during the financial year fall within the following bands is as follows:


2011 2010 2011 2010

RM RM RM RM

Executive Directors

RM300,001 to RM350,000 1 – – –

RM250,001 to RM300,000 1 3 – –

RM200,001 to RM250,000 – – – –

RM150,001 to RM200,000 – – – –

RM100,001 to RM150,000 1 – – –

RM50,001 to RM100,000 – – – –

Below RM50,000 – – – –

Non-Executive Directors

RM100,001 to RM150,000 – – – –

RM50,001 to RM100,000 – – – –

Below RM50,000 3 3 3 3


4912. TAX INCOME Tax income consists of the following:


2011 2010 2011 2010

RM RM RM RM

Overprovision of estimated tax payable in prior years

– (1,170) – –

Deferred tax liabilities (Note 26):

Current year – (882,915) – –

Underprovision in prior years – 88,058 – –

– (794,857) – –

Tax income – (796,027) – –

The total tax income can be reconciled to the accounting (loss)/profit as follows:


2011 2010 2011 2010

RM RM RM RM

(Loss)/Profit before tax (2,853,078) (8,001,228) (1,977,808) 1,232,213

(Tax loss)/Tax at applicable tax rate of 25% (713,270) (2,000,307) (494,452) 308,053

Tax effects of:

Expenses that are not deductible for income tax purposes

779,870 405,642 494,452 291,947

Income that are not taxable for income tax purposes

(57,000) - - (600,000)

Deferred tax assets not recognised 9,600 732,750 - -

Realisation of deferred tax assets previously not recognised

(19,200) (21,000) - -

(Over)/Underprovision in prior years:

Estimated tax payable - (1,170) - -

Deferred tax liabilities - 88,058 - -

Tax income - (796,027) - -

One of the subsidiary companies, Online One Software (MSC) Sdn. Bhd. (“OSMSC”), had been accorded Multimedia Super Corridor Status and was granted Pioneer Status effective from 1st April, 2003, which exempts 100% of the statutory pioneer business income from taxation for a period up to 5 years which expired on 31st March, 2008. As of 31st March, 2011, OSMSC has tax exempt income amounting to approximately RM4,266,400 (RM4,266,400 in 2010), arising from tax exempt profits earned during the said pioneer period, and is subject to the agreement of the tax authorities.

As of 31st March, 2011, another subsidiary company, Ace Edible Oil Industries Sdn. Bhd. (“ACE”), has tax exempt income amounting to RM1,611,936 (RM1,611,936 in 2010) arising from reinvestment allowances claimed and utilised under Schedule 7A of the Income Tax Act, 1967, which is available for distribution as tax-exempt dividends up to the same amount.



5012. TAX INCOME (Cont’d)

As of 31st March, 2011, ACE has unutilised reinvestment allowances amounting to RM815,357 (RM815,357 in 2010), which subject to the agreement with the tax authorities, are available for offset against future business income.

As of 31st March, 2011, ACE has tax-exempt income account in respect of Malaysian tax exempt dividend income received amounting to RM16,200 (RM16,200 in 2010). The tax exempt income, when approved by the tax authorities, is available for distribution as tax exempt dividends up to the same amount.

13. LOSS PER SHARE - BASIC

Basic loss per share of the Group is calculated by dividing the loss attributable to ordinary equity holders of the Company for the year by the average number of ordinary shares in issue during the year.

The Group

2011 2010

RM RM

Loss attributable to ordinary equity holders of the Company (2,853,078) (7,205,201)

Units Units

Number of ordinary shares in issue 169,500,000 169,500,000

Basic loss per share (sen) (1.68) (4.25)

14. PROPERTY, PLANT AND EQUIPMENT

The Group

Freehold land and building

Plant and machinery, tools and

equipmentElectrical

installation

Motor vehicles - under hire purchase

Office equipment,

furniture and fittings

and computer equipment

Office renovation

Capital work-in-progress Total

RM RM RM RM RM RM RM RM

Cost

Balance as of 1st April, 2009 9,082,067 7,178,065 530,547 645,101 1,011,644 384,890 3,393,332 22,225,646

Additions 1,231,562 3,359,978 444,790 53,000 17,164 3,000 – 5,109,494

Transfer from/(to) 619,909 2,773,423 – – – – (3,393,332) –

Write-offs – – – – (315,841) – – (315,841)

Balance as of 31st March, 2010 10,933,538 13,311,466 975,337 698,101 712,967 387,890 – 27,019,299

Additions – 51,000 – – 4,950 – – 55,950

Write-offs – – – – (154,809) (267,778) – (422,587)



51

The Group

Freehold land and building

Plant and machinery, tools and

equipmentElectrical

installation

Motor vehicles - under hire purchase

Office equipment,

furniture and fittings

and computer equipment

Office renovation

Capital work-in-progress Total

RM RM RM RM RM RM RM RM

Accumulated Depreciation

Balance as of 1st April, 2009 1,576,962 4,685,330 275,266 185,103 734,167 131,211 – 7,588,039

Charge for the year 139,382 820,405 49,405 200,597 128,779 101,219 – 1,439,787

Write-offs – – – – (311,495) – – (311,495)


Charge for the year 176,555 1,137,044 71,063 204,130 81,022 101,472 – 1,771,286

Write-offs – – – – (151,880) (256,058) – (407,938)


Net Book Value



As of 31st March, 2011, the freehold land and building of the Group belonging to a subsidiary company, Ace Edible Oil Industries Sdn. Bhd. are charged to a local licensed bank as security for the term loan and trade financing facilities granted to the said subsidiary company as mentioned in Note 30.

Included in property, plant and equipment of the Group are fully depreciated property, plant and equipment, which are still in use, as follows:

The Group

2011 2010

RM RM

Office equipment, furniture and fittings and computer equipment 236,999 236,999

Office renovation 11,161 11,161

248,160 248,160



5214. PROPERTY, PLANT AND EQUIPMENT (Cont’d)

The Company

Office equipment,

furniture and fittings and computer equipment

RM

Motor vehicles -under hire purchase

RMTotal RM

Cost

Balance as of 1st April, 2009 16,028 645,101 661,129

Additions 4,550 - 4,550

Balance as of 31st March, 2010/ 31st March, 2011 20,578 645,101 665,679

Accumulated Depreciation

Balance as of 1st April, 2009 3,492 185,102 188,594

Charge for the year 5,150 193,530 198,680

Balance as of 31st March, 2010 8,642 378,632 387,274

Charge for the year 6,174 193,531 199,705


Net Book Value



15. INVESTMENT IN SUBSIDIARY COMPANIES

The Company

2011 2010

RM RM

Unquoted shares - at cost 13,146,575 13,146,575

Less: Provision for diminution in value (1,561,641) (411,612)

11,584,934 12,734,963


5315. INVESTMENT IN SUBSIDIARY COMPANIES (Cont’d)

The subsidiary companies, all incorporated in Malaysia, are as follows:

Name of Company Effective Equity Interest

Principal Activities

2011 %

2010 %

ACE Edible Oil Industries Sdn. Bhd. (”ACE”)

100 100 Palm kernel crushing, refining of palm oil and palm kernel oil.

ACE Biomass Sdn. Bhd. 100 100 Research, development and commercialising of new technologies, process techniques and related research work.

Online DM Sdn. Bhd. (“ODM”) 100 100 Provision of information management solutions, consisting of business continuity solutions and business intelligence solutions.

Online One Software (MSC) Sdn. Bhd. (“OSMSC”)

100 100 Development of software.

Online Storage Technology Sdn. Bhd. (“OST”)

100 100 Marketing and distribution of total storage solutions

The amounts owing by/(to) subsidiary companies, which arose mainly from advances and expenses paid on behalf, are unsecured, interest-free and repayable on demand.

16. DEVELOPMENT EXPENDITURE

The Group

2011 2010

RM RM

Cost

At beginning of year 6,590,948 6,749,648

Write-offs (Note 9) – (158,700)

At end of year 6,590,948 6,590,948

Accumulated amortisation

At beginning of year (4,232,179) (2,974,714)

Additions (Note 6) (67,614) (1,257,465)

At end of year (4,299,793) (4,232,179)

Accumulated impairment losses

At beginning of year (2,203,459) –

Additions (Note 6) (87,696) (2,203,459)

At end of year (2,291,155) (2,203,459)

Net – 155,310



5417. GOODWILL

The Group

2011 2010

RM RM

At beginning and end of year 736,384 736,384

Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating unit (“CGU”) that is expected to benefit from that business combination. Before recognition of any impairment losses, the carrying amount of goodwill had been allocated to the following business segment as independent CGUs:

The Group

2011 2010

RM RM

Biotechnology related products 736,384 736,384

The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.

The recoverable amount of the CGU is determined from value-in-use calculation which uses cash flow projections derived from the most recent financial budgets approved by management covering a five-year period, and an estimated discount rate of 6.85% per annum (6.92% per annum in 2010).

During the financial year, the Group assessed the recoverable amount of goodwill and is of the view that no write-down of the carrying amounts of assets in the CGU was necessary.

18. INVENTORIES

The Group

2011 2010

RM RM

Raw materials 1,632,373 521,596

Finished goods 3,155,227 1,149,001

Trading merchandise 26,122 142,044

4,813,722 1,812,641


5519. TRADE RECEIVABLES

The Group

2011 2010

RM RM

Trade receivables 8,592,262 4,849,717

Less: Allowance for doubtful receivables (1,685,205) (1,718,218)

Net 6,907,057 3,131,499

Trade receivables comprise amounts receivable for the sales of goods and services rendered. The credit period granted to

trade receivables ranges from 5 to 90 days (5 to 90 days in 2010).

The Group’s historical experience in collection of trade receivables mainly falls within the recorded credit period and the directors believe that no additional credit risk for collection losses is inherent in the Group’s trade receivables. Allowance for doubtful debts has been made based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current financial position.

Trade receivables disclosed above include amounts (see below for aged analysis) that are past due at the end of the

reporting period but against which the Group has not recognised an allowance for doubtful debts because there has not been a significant change in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral or other credit enhancements over these balances.

Ageing of trade receivables not impaired:

The Group

2011

RM

Not past due 6,227,015

Past due 0-30 days 597,551

Past due 31-60 days 71,120

Past due 61-90 days 30

Past due more than 90 days 11,341

6,907,057

Ageing of impaired trade receivables:

The Group

2011

RM

Past due more than 90 days 1,685,205



5619. TRADE RECEIVABLES (Cont’d)

Movement in the allowance for doubtful debts:

The Group

2011 2010

RM RM

At beginning of the year 1,718,218 884,732Additions during the year 500 833,486Allowance no longer required (33,513) -

Net 1,685,205 1,718,218

In determining the recoverability of the trade receivables, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.

All trade receivables are denominated in Ringgit Malaysia.

20. OTHER RECEIVABLES, REFUNDABLE DEPOSITS AND PREPAID EXPENSES


2011 2010 2011 2010

RM RM RM RM

Other receivables 440,124 278,470 25,867 267

Refundable deposits 401,119 414,544 500 500

Prepaid expenses 45,454 112,737 508 988

Government grant receivable (Note 32) 401,398 - - -

Deposit for the purchase of property, plant and equipment 448,606 448,606 - -

1,736,701 1,254,357 26,875 1,755

Other receivables mainly comprise of advance payments made to suppliers.

21. SHORT-TERM INVESTMENTS

Short-term investments are as follows:

The Group

2011 2010

RM RM

Quoted in Malaysia

At cost - 66,238

Market value - 69,550

Short-term investments represent deposit placements with an investment fund management company mainly for investment in fixed income, money market and debt market instruments and was disposed off in 2011. In 2010, short-term investments bore interest at rates ranging from 1.0% to 2.0% per annum.


5722. OTHER FINANCIAL ASSET

The Group

2011 2010

RM RM

Derivative instruments carried at fair value:

Commodity forward contracts 2,306,723 -

23. ISSUED CAPITAL

The Company

Number of Shares Amount

2011 2010 2011 2010

RM RM

Authorised

Ordinary shares of RM0.10 each 500,000,000 500,000,000 50,000,000 50,000,000

Issued and fully paid

Ordinary shares of RM0.10 each 169,500,000 169,500,000 16,950,000 16,950,000

24. SHARE PREMIUM Share premium arose from the following:

The Group and The Company

2011 2010

RM RM

Public issue of 28,250,000 new ordinary shares of RM0.10 each at an issue price of RM0.40 per share net of listing expenses incurred in year 2005 and amount capitalised for bonus issue and related expenses in year 2006 1,358,915 1,358,915

25. HIRE-PURCHASE PAYABLES


2011 2010 2011 2010

RM RM RM RM

Total instalments outstanding 449,499 564,267 416,009 516,351

Less: Interest-in-suspense (73,225) (91,480) (68,900) (85,230)

Principal outstanding 376,274 472,787 347,109 431,121

Less: Portion due within one year, included under current liabilities (96,513) (96,513) (84,012) (84,012)

Non-current portion 279,761 376,274 263,097 347,109

The effective borrowing rates range from 2.25% to 3.75% (2.25% to 3.75% in 2010) per annum. Interest rates are fixed at the inception of the hire purchase arrangement. The Company’s hire-purchase payables are secured by the financial institutions’ charges over the assets under hire-purchase.



5825. HIRE-PURCHASE PAYABLES (Cont’d)

The non-current portion is payable as follows:


2011 2010 2011 2010

RM RM RM RM

Financial year ending 31st March:

2012 – 96,513 – 84,012

2013 96,513 96,513 84,012 84,012

2014 88,175 88,175 84,012 84,012

2015 73,689 73,689 73,689 73,689

2016 21,384 21,384 21,384 21,384

279,761 376,274 263,097 347,109

26. DEFERRED TAX LIABILITIES

The Group

2011 2010

RM RM

At beginning of year 138,750 933,607

Recognised in profit or loss (Note 12):

Tax effects of:

Temporary differences or arising from:

Property, plant and equipment (176,381) 664,641

Development expenditure (38,800) (865,257)

Trade receivables 45,713 (47,221)

Other financial asset 576,681 –

Trade payables (6,100) 7,143

Other financial liability (279,240) –

Unused capital allowances (13,895) (780,999)

Unused reinvestment allowances (117,153) (92,669)

Unused tax losses 9,175 319,505

– (794,857)

At end of year 138,750 138,750


5926. DEFERRED TAX LIABILITIES (Cont’d)

Deferred tax assets and liabilities provided in the financial statements are in respect of the tax effects on the following:

The Group

2011 2010

RM RM

Deferred tax liabilities (before offsetting):

Tax effects of temporary differences arising from:

Property, plant and equipment 855,963 1,032,344

Development expenditure – 38,800

Trade payables – 6,100

Other financial asset 576,681 –

1,432,644 1,077,244

Offsetting (1,293,894) (938,494)

Deferred tax liabilities (after offsetting) 138,750 138,750

Deferred tax assets (before offsetting):

Tax effects of:

Temporary differences arising from trade receivables 1,187 46,900

Unused capital allowances 803,645 789,750

Unused tax losses – 9,175

Unused reinvestment allowances 209,822 92,669

Other financial liability 279,240 –

Offsetting 1,293,894 938,494

(1,293,894) (938,494)

Deferred tax assets (after offsetting) – –

As explained in Note 3, the tax effects of deductible temporary differences, unused tax losses and unused tax credits which would give rise to net deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. As of 31st March, 2011, the estimated amount of temporary differences, unused tax losses, unused reinvestment allowances and unused capital allowances for which no deferred tax assets have been recognised in the financial statements of the Group due to uncertainty of its realisation, are as follows:

The Group

2011 2010

RM RM

Temporary differences arising from trade receivables 2,900 –

Unused tax losses 22,274,200 21,754,600

Unused reinvestment allowances 3,279,500 3,982,400

Unused capital allowances 143,200 1,200

25,699,800 25,738,200

The unused tax losses, unused reinvestment allowances and unused capital allowances are subject to the agreement by the Inland Revenue Board.



6027. TRADE PAYABLES

Trade payables comprise amounts outstanding for trade purchases. The average credit period granted to the Group for trade purchases ranges from 30 to 60 days (7 to 90 days in 2010).

The currency exposure profile of trade payables is as follows:

The Group

2011 2010

RM RM

Ringgit Malaysia 9,352,340 3,193,970

United States Dollar 386,084 579,438

9,738,424 3,773,408

28. OTHER PAYABLES AND ACCRUED EXPENSES

Other payables and accrued expenses consist of:


2011 2010 2011 2010

RM RM RM RM

Other payables 753,552 1,243,863 41,063 23,615

Accrued expenses 724,733 865,349 173,579 120,236

Advance received from customers for maintenance services

493,680 787,695 – –

Deposit received 1,000 – – –

1,972,965 2,896,907 214,642 143,851

Included in other payables is an outstanding balance of RM576,000 (RM1,194,929 in 2010) relating to purchase of property, plant and equipment in previous year.

29. AMOUNT OWING TO DIRECTORS

Amount owing to directors arose mainly from expenses paid on behalf, which is unsecured, interest–free and repayable on demand.


6130. BORROWINGS - SECURED

The Group

2011 2010

RM RM

Term loan 5,199,108 –

Trust receipts 3,006,726 5,785,215

8,205,834 5,785,215

Less: Portion due within one year, included under current liabilities (4,406,726) (5,785,215)

Non-current portion 3,799,108 –

The non-current portion of term loan is payable as follows:

The Group

2011 2010

RM RM

Financial years ending 31st March:

2013 1,375,386 –

2014 1,493,987 –

2015 929,735 –

3,799,108 –

In 2011, trust receipts totalling RM5,600,000 was restructured to a term loan repayable equally by 48 monthly instalments.

As of 31st March, 2011, a subsidiary company, ACE has term loan, trust receipt and other credit facilities totalling RM10,900,000 (RM13,500,000 in 2010) from a local licensed bank. The bank overdraft facility was cancelled during the year. The said facilities are secured by:

(i) A facilities agreement stamped for RM7,500,000 (RM7,500,000 in 2010) as principal instrument; (ii) A first party fixed legal charge created over the said subsidiary company’s freehold land and building; (iii) A specific debenture over the plant and machinery located on the said subsidiary company’s freehold land and

building; (iv) Corporate guarantee by the Company; (v) Personal Joint and several guarantee of the directors, Lee Byoung Jin and Kua Liang Ming; and (vi) The Government of Malaysia/Syarikat Jaminan Pembiayaan Perniagaan Berhad’s guarantee under the Working

Capital Guarantee Scheme for no less than RM4,800,000 (applicable to the trust receipt facility only).

During the financial year, the term loan and trust receipts bear interest at rates of approximately 8.30% (Nil in 2010) and 7.30% to 8.05% (7.30% in 2010) per annum respectively.

31. OTHER FINANCIAL LIABILITY

The Group

2011 2010

RM RM

Derivative instruments carried at fair value:

Commodity forward contracts 1,116,958 –



6232. DEFERRED REVENUE

The Group

2011 2010

RM RM

Total grant approved 1,877,600 -

Less: Amount not claimed (268,178) -

Total amount claimed* 1,609,422 -

Less: Government grant recognised (Note 10) (228,001) -

Deferred portion of amount claimed 1,381,421 -

Less: Current portion (160,942) -

Non-current portion 1,220,479 -

* As disclosed in Note 20, RM401,398 of the amount claimed is receivable from the Malaysian Technology Development Corporation (“MTDC”).

The deferred revenue arises as a result of the benefit received from a government grant that was granted to a subsidiary company, ACE, on 20th June 2009. The said grant was approved by MTDC under the commercialisation of Research and Development Fund for the purpose of commercialisation and export of “Novelin™” (a premium health balanced cooking oil).

The grant is meant to reimburse ACE for capital expenditure spent on setting up the plant to produce “Novelin™”. Amounts claimed from this grant has been recognised as deferred revenue in the statement of financial position and transferred to profit or loss on a systematic basis over the useful lives of the related assets. The grant has to be claimed by 14th July, 2011.

33. RELATED PARTY TRANSACTIONS Compensation of Key Management Personnel

The members of key management personnel of the Company comprise directors of the Company. Details on the compensation for these key management personnel are disclosed in Note 11.

34. FINANCIAL INSTRUMENTS

34.1 Capital Risk Management

The Group manages its capital to ensure that entities in the Group and the Company will be able to continue as a going concern while maximising the return to shareholders.

The Group and the Company monitor and review their capital structure based on their business and operating requirements.

There were no changes in the Group’s and the Company’s approach to capital management during the year.

Under the requirement of Bursa Malaysia Guidance Note No. 3, the Group is required to maintain consolidated shareholders’ equity equal to or not less than 25% of the issued and paid-up capital (excluding treasury shares). The Group has complied with this requirement.

34.2 Significant Accounting Policies

Details of the significant accounting policies and methods adopted (including the criteria for recognition, the basis of measurement and the bases for recognition of income and expenses) for each class of financial asset, financia liability and equity instrument are disclosed in Note 3 to the financial statements.


6334. FINANCIAL INSTRUMENTS (Cont’d)

34.3 Categories of Financial Instruments (Cont’d)

Group Company

2011 2011

RM RM

Financial assets

Cash and bank balances (Note 35) 1,524,069 9,591

Loan and receivables:

- Trade receivables (Note 19) 6,907,057 –

- Other receivables and refundable deposits (Note 20) 1,691,247 26,367

- Amount owing by subsidiary companies (Note 15) – 5,370,611

Derivative instrument carried at fair value through profit or loss (Note 22) 1,220,843 –

Financial liabilities

At amortised cost:

- Borrowings (Note 30) 8,205,834 –

- Hire-purchase payables (Note 25) 376,274 347,109

- Trade payables (Note 27) 9,738,424 –

- Other payables, advance received from customers and deposit received (Note 28)

1,248,232 41,063

- Amount owing to subsidiary companies (Note 15) – 1,959,358

- Amount owing to directors (Note 29) 135,946 135,946

Derivative instrument carried at fair value through profit or loss (Note 31) 31,078 – 34.4 Financial Risk Management

The operations of the Group are subject to a variety of financial risks, including foreign currency risk, interest rate risk credit and liquidity risk in connection with its use or holding of financial instruments. The Group and the Company continuously manage their exposure to risks and/or costs associated with the financing, investing and operating activities of the Group and of the Company on a daily basis.

34.5 Foreign Currency Risk Management The Group undertakes certain trade purchases denominated in foreign currencies; consequently, exposures to exchange

rate fluctuations arise.

The carrying amounts of the Group’s foreign currency denominated monetary liabilities at the reporting date are as disclosed in Note 27 for trade payables.



6434. FINANCIAL INSTRUMENTS (Cont’d)

34.5 Foreign Currency Risk Management

Foreign currency sensitivity

The Group is mainly exposed to United States Dollar (“USD”).

The following table details the Group’s sensitivity to a 10% increase and decrease in RM against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit and other equity where the Malaysian Ringgit (“RM”) strengthens 10% against the relevant currency. For a 10% weakening of the RM against the relevant currency, there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative.

The Group USD Impact 2011

RM

Profit or loss 38,608

This is mainly attributable to the exposure outstanding on USD trade payables in the Group at the end of the reporting period.

34.6 Interest Rate Risk Management

The Group is exposed to interest rate risk through the impact of rate changes on interest bearing borrowings. The interest rate of borrowings of the Group is disclosed in Note 30.

Interest rate on hire-purchase payables is fixed at the inception of the hire-purchase arrangements and is disclosed in Note 25.

The Group’s exposure to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

Interest rate sensitivity

The sensitivity analyses below have been determined based on the exposure to interest rates for floating rate interest bearing borrowings and is prepared assuming the amount of liability outstanding at the reporting period end date was outstanding for the whole year. A 10 basis point increase or decrease is used.

If interest rates had been 10 basis points higher/lower and all other variables were held constant, the Group’s profit for the year ended 31 March 2011 would decrease/increase by approximately RM68,000. This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.

34.7 Credit Risk Management

The Group is exposed to credit risk mainly from trade receivables. The Group has no concentration of credit risks and manage these risks by monitoring credit ratings to any individual counterparty. The Group extends credit to its customers based upon careful evaluation of the customer’s financial condition and credit history.

34.8 Liquidity Risk Management

The Group and the Company practices prudent liquidity risk management to minimise the mismatch of financial assets and liabilities.

Financial Liabilities

The Group’s and the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods are disclosed in Note 25 for hire-purchase payables and Note 30 for borrowings.

All other financial liabilities are repayable on demand or due within 1 year from the end of the reporting period.


65 34.9 Fair Values

The fair values of financial instruments refer to the amounts at which the instruments could be exchanged or settled between knowledgeable and willing parties in an arm’s length transaction. Fair values have been arrived at based on prices quoted in an active, liquid market or estimated using certain valuation techniques such as discounted future cash flows based upon certain assumptions. Amounts derived from such methods and valuation techniques are inherently subjective and therefore do not necessarily reflect the amounts that would be received or paid in the event of immediate settlement of the instruments concerned.

On the basis of the amounts estimated from the methods and techniques as mentioned in the preceding paragraph, the carrying amount of the various financial assets and financial liabilities reflected on the statements of financial position approximate their fair values.

The methodologies used in arriving at the fair values of the principal financial assets and financial liabilities of the Group are as follows:

• Cash and bank balances, trade and other receivables, trade and other payables, intercompany indebtedness and amount owing to directors: The carrying amounts are considered to approximate the fair values as they are either within the normal credit terms or they have short-term maturity period.

• Otherfinancialassets:Thefairvalueofcommoditypurchasederivativeswascalculatedusingmarketpricesthatthe Group would pay or receive to settle the related agreements.

• Hire-purchasepayablesandborrowings:Asthehirepurchasepayablesandborrowingswereobtainedfromanapproved bank at the prevailing market rate, the carrying value of these financial liabilities approximates its fair value.

35. CASH AND CASH EQUIVALENTS Cash and cash equivalents included in the statements of cash flows comprise cash and bank balances as follows:


2011 2010 2011 2010

RM RM RM RM

Cash and bank balances 1,524,069 2,063,694 9,591 190,588

Less: Cash pledged with a local licensed bank – (15,000) – –

1,524,069 2,048,694 9,591 190,588

In 2010, cash of a subsidiary company, ACE of RM15,000 was pledged to a local licensed bank as security for the bank guarantee given to a third party for granting credit term to the said subsidiary company for the purchase of raw materials.

36. SEGMENT REPORTING

Segment information is presented in respect of the Group’s business segments, which reflect the Group’s internal reporting structure that are regularly reviewed by the Group’s chief operating decision maker for the purposes of allocating resources to the segment and assessing its performance.

Information regarding the Group’s reportable segments is presented below. Amounts reported for the prior year has not been restated as it already conforms to the requirements of FRS 8.

For management purposes, the Group is organised into the following operating divisions:

- Information communication technology (including total information technology solutions, information management services, software applications, foundation and licensing and maintenance services);

- Biotechnology related products (palm oil kernel crushing and refinery, premium health balanced cooking oil).

Other division represents investment holding.



6636. SEGMENT REPORTING (Cont’d)

Segment Revenue and Results

The Group2011

Information communication

technologyRM

Biotechnology related

productsRM

OthersRM

Elimination RM

Consolidated RM

Revenue

External sales 2,246,045 150,221,198 – – 152,467,243

Total revenue 2,246,045 150,221,198 – – 152,467,243

Results

Segment results (1,044,906) (326,616) (811,399) – (2,182,921)

Finance costs (670,157)

Loss before tax (2,853,078)

Income tax expense –

Loss for the year (2,853,078)

Revenue reported above represents revenue generated from external customers. There were no inter-segment revenue during the year (2010: RM2,400,000)

Information communication technology Biotechnology related

The Group2010


technologyRM


productsRM

OthersRM

Elimination RM

Consolidated RM

Revenue

External sales 9,613,733 78,348,516 – – 87,962,249

Inter-segment revenue – – 2,400,000 (2,400,000) –

Total revenue 9,613,733 78,348,516 2,400,000 (2,400,000) 87,962,249

Results

Segment results (4,993,759) (1,664,381) 1,660,205 (2,400,000) (7,397,935)

Finance costs (603,996)

Interest income 703

Loss before tax (8,001,228)

Tax income 796,027

Loss for the year (7,205,201) The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 3.

Segment profit represents the profit earned by each segment without allocation of interest income, finance costs and tax income. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.



Segment Assets and Liabilities

For the purposes of monitoring segment performance and allocating resources between segments, all assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise corporate assets and liabilities that relate to investing and financing activities and cannot be reasonably allocated to individual segments. These include mainly corporate assets, other investments, deferred tax liabilities and current tax assets.

Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.

The Group2011


technologyRM


productsRM

OthersRM

Elimination RM

Consolidated RM

Segment Assets

Segment assets 5,430,336 34,029,141 5,485,777 (10,347,615) 34,597,639

Income tax assets 173,857 11,850 - - 185,707

Consolidated total assets 5,604,193 34,040,991 5,485,777 (10,347,615) 34,783,346

Segment Liabilities

Segment liabilities 3,643,976 26,974,406 2,657,055 (10,347,615) 22,927,822

Deferred tax liabilities - 138,750 - - 138,750

Consolidated total liabilities 3,643,976 27,113,156 2,657,055 (10,347,615) 23,066,572

The Group2010


technologyRM


productsRM

OthersRM

Elimination RM

Consolidated RM

Segment Assets

Segment assets 9,144,747 24,739,143 4,562,149 (10,922,948) 27,523,091

Income tax assets 178,109 9,263 - - 187,372

Consolidated total assets 9,322,856 24,748,406 4,562,149 (10,922,948) 27,710,463

Segment Liabilities

Segment liabilities 6,317,736 16,701,425 905,648 (10,922,948) 13,001,861

Deferred tax liabilities - 138,750 - - 138,750

Consolidated total liabilities 6,317,736 16,840,175 905,648 (10,922,948) 13,140,611




Other Segment Information

The Group2011


technologyRM


productsRM

OthersRM

Elimination RM

Consolidated RM


Capital additions 4,950 51,000 – – 55,950

Depreciation and amortisation

231,055 1,408,141 199,704 – 1,838,900

Impairment of development expenditure

87,696 – – – 87,696

Non–cash expenses other than depreciation and amortisation

97,558 – – – 109,565

The Group2010


Capital additions 4,000 5,100,944 4,550 – 5,109,494

Depreciation and amortisation

1,464,837 1,033,735 198,680 – 2,697,252

Impairment of development expenditure

2,203,459 – – – 2,203,459

Non–cash expenses other than depreciation and amortisation

1,031,412 158,700 – – 1,190,112

37. CONTINGENT LIABILITIES

As of 31st March, 2011, the Company has given a corporate guarantee (unsecured) to a local licensed bank for term loan, trust receipt and other credit facilities totaling RM10,900,000 (RM13,500,000 in 2010) granted to a subsidiary company, ACE. Accordingly, the Company is contingently liable to the extent of trust receipt facility utilised by the said subsidiary company as disclosed in Note 30.

38. CAPITAL COMMITMENT

As of 31st March, 2011, the Group has the following commitment relating to the purchase of property, plant and equipment:

The Group

2011 2010

RM RM

Approved and contracted for 1,137,000 1,182,644


6939. SIGNIFICANT EVENT

On 5th January, 2011, the Company announced that it proposed to implement a private placement of up to 16,950,000 new ordinary shares of RM0.10 each, representing not more than ten percent (10%) of the issued and paid-up share capital of the Company, to third party investors to be identified for the Group working capital requirements. The Company has obtained the approval from Bursa Malaysia Securities Berhad (“Bursa Malaysia”) on 10th January, 2011. As of 31st March, 2011, there have not been any placements yet.

The Proposed Private Placement may be implemented in tranches within six months from the date of approval of Bursa Securities for the Proposed Private Placement. An extension of 3 months from 10 July 2011 until 9 October 2011 has been approved by Bursa Securities.

40. DISCLOSURE ON REALISED AND UNREALISED PROFITS - SUPPLEMENTARY INFORMATION

On 25 March 2010, Bursa Malaysia issued a directive to all listed issuers pursuant to Paragraphs 2.06 and 2.23 of the Bursa Securities ACE Market Listing Requirements. The directive requires all listed issuers to disclose the breakdown of the retained earnings or accumulated losses as of the end of the reporting period, into realised and unrealised profits or losses.

On 20 December 2010, Bursa Malaysia further issued guidance on the disclosure and the prescribed format of disclosure.

The breakdown of the retained earnings of the Group and of the Company as of 31 March 2011 into realised and unrealised profits or losses, pursuant to the directive, is as follows:

Group Company

2011 2010

RM RM

Total accumulated losses of the Company and its subsidiaries

Realised losses (3,050,278) (3,895,259)

Unrealised profits 1,202,163 –

(1,848,115) (3,895,259)

Less: Consolidation adjustments (4,744,026) –

Total accumulated losses as per statements of financial position (6,592,141) (3,895,259) Comparative information is not presented in the first financial year of application pursuant to the directive issued by Bursa

Malaysia on 25 March 2010.

The determination of realised and unrealised profits or losses is based on Guidance of Special Matter No. 1 “Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Securities Listing Requirements” as issued by the Malaysian Institute of Accountants on 20 December 2010. A charge or a credit to the profit or loss of a legal entity is deemed realised when it is resulted from the consumption of resource of all types and form, regardless of whether it is consumed in the ordinary course of business or otherwise. A resource may be consumed through sale or use. Where a credit or a charge to the profit or loss upon initial recognition or subsequent measurement of an asset or a liability is not attributed to consumption of resource, such credit or charge should not be deemed as realised until the consumption of resource could be demonstrated.

This supplementary information have been made solely for complying with the disclosure requirements as stipulated in the directives of Bursa Malaysia Securities Berhad and is not made for any other purposes.



70The directors of GREEN OCEAN CORPORATION BERHAD state that, in their opinion, the accompanying financial statements are drawn up in accordance with Financial Reporting Standards and the provisions of 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 31st March, 2011 and of the financial performance and the cash flows of the Group and of the Company for the year ended on that date.

Signed in accordance with a resolutionof the Directors,

______________________________LEE BYOUNG JIN

______________________________KUA LIANG MING

Petaling Jaya,27th July, 2011

STATEMENT BY DIRECTORS

71I, LEE BENG YAM, the officer primarily responsible for the financial management of GREEN OCEAN CORPORATION BERHAD, do solemnly and sincerely declare that the accompanying financial statements are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the abovenamed LEE BENG YAM at PETALING JAYA this 27th day of July, 2011.

__________________________________Before me,

__________________________________COMMISSIONER FOR OATHS

DECLARATION BY THE OFFICER PRIMARILY RESPONSIBLE FOR THE FINANCIAL MANAGEMENT OF THE COMPANY


72The Group owns the following properties as at 31 March 2011:-

Location of Property

Description (Existing Use)

Land Area/Build-up Area

(Sq. Ft.)

Tenure Age of Building

Net Book Value as at 31.03.2011 (RM’000)

Date of Acquisition/

Cost

Lots 7287 & 7288, Mukim of Kapar, District of Klang, Selangor Darul Ehsan

Land 210,421 Freehold – 5,275 16 11.2007

Postal Address :Lot 742, 4th Mile, Jalan Kapar, 42100 Klang

Factory, stores, refinery plant and office lot

79,632 – 18 years 3,439 16.11.2007

Factory, refinery and distillation

plant5,949 – 1 ½ years 7,045 1.10.2009

LIST OF PROPERTIES

73SHARE CAPITAL

Authorised Share Capital : RM50,000,000 divided into 500,000,000 ordinary shares of RM0.10 each

Issued and Fully Paid-up Capital : RM16,950,000 divided into 169,500,000 ordinary shares of RM0.10 eachClass of Shares : Ordinary shares of RM0.10 each Voting Rights : One (1) vote per ordinary share

SHAREHOLDING DISTRIBUTION SCHEDULE (AS PER THE RECORD OF DEPOSITORS)

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

14 Less than 100 shares 724 * 90 100 to 1,000 shares 57,902 0.03 795 1,001 to 10,000 shares 4,841,650 2.86 542 10,001 to 100,000 shares 20,661,800 12.19 151 100,001 to less than 5% of issued shares 101,090,362 59.64 2 5% and above of the issued shares 42,847,562 25.28 1,594 TOTAL 169,500,000 100 Note * : Less than 0.01% 30 LARGEST SECURITIES ACCOUNT HOLDERS (AS PER THE RECORD OF DEPOSITORS)

Name of Shareholders No. of Shares Held Percentage (%)

1. Heshbon Co., Ltd 26,200,000 15.46 2. Cimsec Nominees (Asing) Sdn Bhd 16,647,562 9.82 - Pledged securities account for Kim Sung Gyu 3. Kenanga Nominees (Asing) Sdn Bhd 6,315,600 3.73 - Exempt An for Shinhan Investment Corp. 4. Oh Sung Yub 6,305,200 3.71 5. Voon Seng Keong 6,052,936 3.57 6. Ahmad Komarolaili bin Abu 5,778,300 3.41 7. Kua Liang Ming 5,073,785 2.99 8. Voon Seng Keong 2,638,694 1.56 9. Lee Siew Guan 2,497,700 1.47 10. Kang Khoon Seng 2,340,000 1.38 11. Upstream Downstream Process & Services Sdn Bhd 2,321,000 1.37 12. Hasnan bin Mohd Yunus 2,300,000 1.36 13. Kua Liang Ming 2,211,847 1.30 14. Chah Kong Min @ Choy Soi Tuck 2,200,000 1.30 15. Public Nominees (Tempatan) Sdn Bhd 1,925,200 1.14 - Pledged securities account for Kong San Ping @ Kong Sung Ping16. Ahmad Komarolaili bin Abu 1,710,000 1.01 17. Lee Kam Hing 1,511,400 0.89 18. Public Nominees (Tempatan) Sdn Bhd 1,469,800 0.87 - Pledged securities account for Lim Bon Siew19. Tay Ah Koon 1,452,100 0.86 20. Tay Ser Chuan 1,410,000 0.83 21. Tay Ah Koon 1,400,000 0.83 22. Ahmad Kamarulzaman bin Abu 1,232,000 0.73 23. Sin Yan Kit 1,149,900 0.68 24. Kim Chang Jik 1,130,000 0.67 25. Lee Ngee Moi 1,096,500 0.65 26. Kua Ming Keong 1,000,000 0.59 27. Wong Haw Ran 1,000,000 0.59 28. Tan Chuan Meng 969,200 0.57 29. Chan Boon Gap 885,700 0.52 30. Rozman bin Omar 852,000 0.50 TOTAL 109,076,424 64.36

ANALYSIS OF SHAREHOLDINGSAS AT 29 JULY 2011


74SUBSTANTIAL SHAREHOLDERS (AS PER THE REGISTER OF SUBSTANTIAL SHAREHOLDERS)

NO. OF SHARES HELD

NAME OF SHAREHOLDERS DIRECT % INDIRECT %

1. Heshbon Co., Ltd 26,200,000 15.46 - -

2. Kim Sung Gyu 16,647,562 9.82 - -

3. Voon Seng Keong 8,691,630 5.13 - -

DIRECTORS’ SHAREHOLDINGS (AS PER THE REGISTER OF DIRECTORS’ SHAREHOLDINGS)

NO. OF SHARES HELD

NAME OF DIRECTORS DIRECT % INDIRECT %

1. Lt. Col (R) Dato’ Zarazilah Bin Mohamed Ali

- - - -

2. Lee Byoung Jin - - - -

3. Voon Seng Keong 8,691,630 5.13 - -

4. Kua Liang Ming 7,285,632 4.30 - -

5. Ooi Say Teik 620,000 0.37 - -

6. Siow Hock Lee 240,000 0.14 550,000+ 0.32

Note:+ Deemed interest by virtue of the shares held by his spouse.

ANALYSIS OF SHAREHOLDINGSAS AT 29 JULY 2011 (CONT’D)

GREEN OCEAN CORPORATION BEHRAD (632267-P)(Incorporated in Malaysia)

I/We(FULL NAME IN BLOCK LETTERS)

(NRIC No/Company Registration No.: )

of

being a member/members of GREEN OCEAN CORPORATION BERHAD, hereby appoint NRIC No:

(FULL NAME IN BLOCK LETTERS)

of(ADDRESS)

or failing him NRIC No:(FULL NAME IN BLOCK LETTERS)

of (ADDRESS)

or failing him, the CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf at the Eighth Annual General Meeting of the Company to be held at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur on Tuesday, 27 September 2011 at 10.00 a.m. and at any adjournment thereof.

ORDINARY RESOLUTIONS FOR AGAINST

1. Receive the Audited Financial Statements and Directors’ and Auditors’ Reports

2. Payment of Directors’ Fees

3. Re-election of Mr Lee Byoung Jin

4. Re-election of Mr Siow Hock Lee

5. Re-appointment of Lt. Col (R) Dato’ Zarazilah bin Mohamed Ali

6. Re-appointment of Auditors

7. Authority to issue shares under Section 132D of the Companies Act, 1965 (Please indicate with an “X” in the space provided on how you wish to cast your vote. If you do not do so, the proxy will vote or abstain from voting at his discretion.)

Dated this ………… day of ………………………….. 2011. ………………………….. Signature(s) of member

Notes:-1. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply

to the Company. 2. 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. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

4. The instrument appointing a proxy shall be in writing under the hands of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation either under its common seal, or the hand of its officer or its duly authorised attorney.

5. To be valid, this form, duly completed, must be deposited at the Office of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

Number of Ordinary Shares Held

FORM OF PROXY

The Company SecretaryGREEN OCEAN CORPORATION BERHAD (632267-P)

10-1, Jalan Sri Hartamas 8Sri Hartamas

50480 Kuala LumpurWilayah Persekutuan (KL)

Fold here

Fold this flap for sealing

AFFIX STAMP

60 sen

C

M

Y

CM

MY

CY

CMY

K

Green Ocean 4.pdf 8/23/11 5:50:23 PM

Green Ocean 4 - malaysiastock.biz 1 CONTENTS Notice of Annual General Meeting 2 - 3 Corporate...

Documents

Transcript of Green Ocean 4 - malaysiastock.biz 1 CONTENTS Notice of Annual General Meeting 2 - 3 Corporate...