TAH

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One Hundred& Five years

A N N U A L R E P O R T 2 0 1 2

TAHPS GROUP BERHAD (37-K)(formerly known as The Ayer Hitam Planting Syndicate Bhd)

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2012 1

As TAHPS Group celebrates its one hundred and fifth year, we move forward to higher phases of growth. The

strength of the company has always been focus centric in the property and plantation industry, both of which are the

core ventures under the Group.

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 20122

Our history shows we know how to consistently deliver outstanding

results, entrenching down deep roots to grow strong branches of

success. We believe we are now ready to continue our pattern of

organic growth, cultivating high shareholder value creation and

market opportunities. That means to do more of what we do best –

Nurturing client relationships, adding value to our products and

investing in human resources.

Confidently, TAHPS Group knows where it stands. We continue to

expand and establish our footprint and stay close to our promises.

While we have experienced much achievements and successes, we

are not done. We believe there is still more room for significant,

achievable growth. In short, TAHPS Group is ready to transcend its

vision to the next level – Higher phases of growth and greater

achievements.

ContinouslyDELIVERINGRESULTS

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2012 3

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 20124

ContentsNotice of the 101st Annual General Meeting

Corporate Information

Profile of Directors

Group Structure

Five-Year Financial Highlights

Statement By The Executive Management Committee

Statement on Corporate Governance

Statement on Internal Controls

Audit Committee Report

Financial Statements

Properties Held by The Group

Analysis of Shareholdings

Proxy Form

06

09

10

12

13

14

17

21

22

24

99

100

Page

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2012 5

6TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 20126

73

(Resolution 7)

(Resolution 8)

No.

73 (i)

(ii)

No.

Notice of the 101st Annual General MeetingNOTICE IS HEREBY GIVEN that the 101st Annual General Meeting of the Company will be held at Eugenia Room, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Thursday, 5 July 2012 at 2.30 p.m. to transact the following business:-

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial year ended 31 March 2012 and the Reports of the Directors and Auditors thereon.

2. To approve the payment of a first and final gross dividend of 10 sen per share tax exempt for the financial year ended 31 March 2012

3. To approve the payment of Directors’ Fees amounting to RM180,000 in respect of the financial year ended 31 March 2012.

4. To re-elect the following Directors, who are retiring pursuant to Article 98 of the Company’s Articles of Association, who being eligible offer themselves for re-election:-

i) Mr Lim Kean Boonii) Tan Sri Datuk Yong Poh Kon

5. To re-appoint Messrs Khoo Wong & Chan as Auditors and to authorise the Directors to determine their remuneration.

SPECIAL BUSINESS

6. To consider and if thought fit, to pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:-

“THAT Datuk Abdul Kudus bin Alias who is over the age of seventy years and retiring in accordance with Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed as a Director of the Company and to hold office until the next Annual General Meeting.”

7. To consider and if thought fit, to pass the following as Special Resolution:

Proposed Amendments to the Articles of Association of the Company

“THAT the proposed modifications, deletions and/or additions to the Articles of Association of the Company as set out below be hereby approved:

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)(Resolution 5)

(Resolution 6)

Existing Article

Proposed Article

The instrument appointing a proxy or attorney shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an officer or attorney so authorised. A proxy may, but need not, be a member of the Company. A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two proxies the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

The instrument appointing a proxy or attorney shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an officer or attorney so authorised.

A proxy may, but need not, be a member of the Company. A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Act shall not apply to the Company.

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2012 7

(iii)

(iv)

(v)

(vi)

(vii)

Notice of the 101st Annual General Meeting

8. To transact any other business which due notice shall have been given in accordance with the Companies Act, 1965.

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN THAT the first and final gross dividend of 10 sen per share tax exempt for the financial year ended 31 March 2012, if approved, will be paid on 9 August 2012. The entitlement date for the dividend payment is 20 July 2012.

A Depositor shall qualify for entitlement to the dividend only in respect of:

a. Shares transferred into the depositor’s securities account before 4.00 p.m. on 20 July 2012 in respect of transfer; and

b. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

By Order of the BoardWONG WAI FOONG (MAICSA NO. 7001358)LIM HOOI MOOI (MAICSA NO. 0799764)

Secretaries

12 June 2012Kuala Lumpur

A member of the Company who is entitled to attend and vote at a meeting of the Company, or at a meeting of any class of Members of the Company, may appoint not more than two (2) proxies to attend and vote instead of the member at the meeting.

Where a member of the Company is an authorised nominee as defined in the Central Depositories Act, it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of subsection 25A(1) of the Central Depositories Act.

Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting.”

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 20128

Explanatory Notes on Special Business

i) Resolution 7 - Re-appointment of Director

The proposed resolution is to seek shareholders’ approval on the re-appointment of Datuk Abdul Kudus bin Alias who is over the age of 70 years as a Director of the Company pursuant to Section 129(6) of the Companies Act, 1965

ii) Resolution 8 - Proposed Amendments to the Articles of Association of the Company

The proposed amendments will bring the Articles of Association of the Company in line with the amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

Notice of the 101st Annual General MeetingNotes:-

i) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy or attorney or other duly authorised representative to attend and vote in his stead. A proxy may, but need not be a member of the Company. A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

ii) A member of the Company who is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991 (“SICDA”) may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

iii) A member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

iv) Where a member or the authorized nominee appoints two (2) proxies, or where an exempt authorized nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

v) The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an officer or attorney duly authorised.

vi) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting.

vii) For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 29 June 2012 and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and vote in his stead.

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2012 9

Notice of the 101st Annual General Meeting Corporate Information

BOARD OF DIRECTORSExecutive Directors (Non-Independent)Mr. Lim Ke HunMr. Lim Kee ChoonMr. Lim Kean BoonMs Lim Wan Yee

Non-Executive Directors (Independent)Datuk Abdul Kudus bin AliasTan Sri Datuk Yong Poh KonMr. Yap Koon

Non-Executive Directors (Non-Independent)Mr. Lim Kai HeeMr. Lim Hong Beng*Madam Chang Wee Yon(Alternate Director to Ms Lim Wan Yee)

REGISTERED OFFICELevel 18, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurMalaysiaTel : 603-2264 8888 Fax : 603-2282 2733

SHARE REGISTRARPFA Registration Services Sdn BhdLevel 17, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurMalaysiaTel : 603-2264 3883Fax : 603-2282 1886

STOCK EXCHANGE LISTINGBursa Malaysia Securities Berhad- Main Market

Website: www.tahps.com.my

AUDITORSKhoo Wong & ChanChartered Accountants8.06-8.08, 8th FloorPlaza First Nationwide161, Jalan Tun H.S. Lee50000 Kuala LumpurMalaysia

COMPANY SECRETARIESLim Hooi Mooi(MAICSA No: 0799764)Wong Wai Foong(MAICSA No: 7001358)

PRINCIPAL BANKERSAlliance Bank Malaysia BerhadCIMB Bank Berhad OCBC Bank (Malaysia) BerhadUnited Overseas Bank (Malaysia) Berhad

BOARD COMMITTEESExecutive Management Committee (EXCO)Mr. Lim Ke HunMr. Lim Kee ChoonMr. Lim Kean BoonMs Lim Wan Yee

Audit CommitteeMr. Yap Koon (Chairman)Datuk Abdul Kudus bin Alias Tan Sri Datuk Yong Poh Kon

Risk Management CommitteeMr. Lim Ke HunMr. Lim Kee ChoonMr. Lim Kean BoonMs Lim Wan Yee

* Pursuant to the Bursa Malaysia Listing Requirement Paragraph 15.05(3)(c), Mr. Lim Hong Beng vacated office as a Director on 1 April 2012.

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 201210

Profile of Directors

MR. LIM KE HUN (*)(A1)Age 61. Malaysian. Non-Independent Non-Executive Director since 3 May 1994. Redesignated as Executive Director on 1 December 2002. Member of the EXCO and the Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd and Ayer Hitam Resorts Sdn Bhd. Graduated from The Chartered Institute of Marketing of London, United Kingdom. Sits on the board of several private companies.

MR. LIM KEAN BOON (*)(A1)Age 54. Malaysian. BA (Hons), MSc (Econs), DIC. Non-Independent Non-Executive Director since 28 September 2000. Redesignated as Executive Director on 1 May 2003. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd and Ayer Hitam Resorts Sdn Bhd. He is also a director of several private companies.

MR. LIM KEE CHOON (A3)Age 56. Malaysian. Non-Independent Non-Executive Director since 10 August 1994. Redesignated as Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd and Ayer Hitam Resorts Sdn Bhd. Trustee of Alzheimer’s Disease Foundation Malaysia and Yayasan Lim Yee Hoh. Graduated with degrees in Law and Commerce from University of Melbourne in 1978.

MS LIM WAN YEE (MS)(#)(A2)Age 46. Malaysian. Non-Independent Non-Executive Director since 18 May 1994. Redesignated as Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd and Ayer Hitam Resorts Sdn Bhd. Graduated with a Masters degree from the London School of Economics, University of London. Appointed as Director of Bee Guan Sdn Bhd since November 2003.

DATUK ABDUL KUDUS BIN ALIASAge 81. Malaysian. Independent Non-Executive Director of TAHPS Group Bhd since 29 July 1987. Member of the Audit Committee. Director of Pernec Corporation Bhd from 1987 to 2003; and its Chief Executive Officer from 1988 to 1993; Director of Ganad Corporation Bhd from 1994 to 2011; and Director of Malaysian Credit Finance Bhd from 1994 to 1997. Had served in the Royal Malaysia Police for 34 years and was the Deputy Inspector General before retiring at the age of 55. Studied Public Administration at the Royal Melbourne Institute of Technology, Australia and attended several overseas training programmes in United Kingdom and U.S.A. Manager in a stock broking firm and a Director of China Press Ltd from year 1987 to 1993. Not related to any Director and/or major shareholder of the Company.

TAN SRI DATUK YONG POH KONAge 67. Malaysian. Independent Non-Executive Director. Appointed as member of the Board on 24 March 2004 and member of the Audit Committee on 18 February 2011. Graduated from the University of Adelaide with First Class Honours in Mechanical Engineering in 1968. He is the Managing Director of Royal Selangor International Sdn. Bhd. Tan Sri Datuk Yong is also the President of Federation of Malaysian Manufacturers (FMM) and the Co-Chairman of PEMUDAH, the special Task Force to Facilitate Business set up by the Government. He has served in the past as a Board Member of Bank Negara Malaysia, Malaysian Communications and Multimedia Commission, EPF and MIDA. Not related to any Director and/or major shareholder of the Company and does not have any interest in the securities of the Company or its subsidiaries.

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2012 11

Profile of DirectorsMR. YAP KOON

Age 60. Malaysian. Independent Non-Executive Director since 16 October 2009 and appointed as Chairman of the Audit Committee on 26 November 2009. He is a Certified Public Accountant and is a Member of The Malaysian Institute of Accountants since 1988. He started his working career in 1975 and since then has worked for two substantial Malaysian conglomerates, firstly involved in the automobile assembly and distribution industry, and secondly, involved in the diversified activities of a conglomerate. He was employed as Financial Control Manager in the first job and as Chief Accountant in the second job where he was later promoted as General Manager – Finance. In the second job he was re-designated to be General Manager – Operations in the employer’s China operations. Currently, he works as a freelance Financial Consultant. He is not related to any Director and/or major shareholder of the Company and does not have any interest in the securities of the Company or its subsidiaries.

MADAM CHANG WEE YON (A2)[ALTERNATE DIRECTOR TO MS LIM WAN YEE]

Age 68. Malaysian. Alternate Director to Ms Lim Wan Yee since 25 July 1994.

MR. LIM KAI HEE (*)(A1)Age 63. Malaysian. CIM (UK) IAM (UK). Non-Independent Non-Executive Director. He joined the Group on 3 May 1994. He is a Director of The Ayer Hitam Development Sdn Bhd and Cendana Maju Construction Sdn Bhd and he is also a member of the Working Group Committee and the Tender Committee for both of these subsidiaries. He has valuable experience in the areas of property investment, strategic planning and operational management. He is also a director of several private companies.

MR. LIM HONG BENG (#)(A2)(A4)Age 44. Malaysian. Non-Independent Non-Executive Director since 19 May 1994 until 31 March 2012. Graduated with a BSc degree from Queen Mary and Westfield College, University of London. Appointed as Director of Bee Guan Sdn Bhd since November 2003.

ADDITIONAL INFORMATION ON THE BOARD OF DIRECTORS

Conflict of interestAll the Directors have no conflict of interest with the Company.

Convictions for offences (within the past 10 years, other than traffic offences)None of the Directors has any convictions for offences.

Interest in securities of the Company and its subsidiariesDirectors’ interests in the securities of the Company and its subsidiaries are disclosed in the Directors’ Report and on page 97 of the Annual Report.

Note:* Brothers# Son/Daughter of Madam Chang Wee YonA1 Person associated with Lim Yee Teck (deceased)A2 Person associated with Bee Guan Sdn Bhd (Substantial shareholder of the Company) pursuant to

Section 6A (4) of the Companies Act 1965A3 Person associated with Lim Enterprises Sdn Bhd (Substantial shareholder of the Company) pursuant

to Section 6A (4) of the Companies Act 1965A4 Pursuant to the Bursa Malaysia Listing Requirement Paragraph 15.05(3)(c), Mr. Lim Hong Beng

vacated office as a Director on 1 April 2012.

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 201212

100%

100%

Group Structureas at 31 March 2012

TAHPS Group Berhad (37-K)

Investment HoldingPlantation

Share Capital : RM 74,853,075

Bukit Hitam Development Sdn. Bhd. (203394-W)

Property Development

Share Capital : RM 40,000,002

BBP Management Services Sdn. Bhd. (735463-P)

Property Management Services

Share Capital : RM 2.

Cendana Maju Construction Sdn. Bhd. (507624-A)

Construction

Share Capital : RM 1,000,000.

100%

The Ayer Hitam Development Sdn. Bhd. (83880-A)

Property Development

Share Capital : RM 10,000,000.

100%

Ayer Hitam Resorts Sdn. Bhd. (752188-K)100%

!

DormantShare Capital : RM 2

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2012 13

Five Year Financial HighlightsYear ended 31 March

Revenue

Profit Before Taxation

Profit After Taxation

Paid-up Capital

Shareholders’ FundsEarnings Per Share - basic

Net Assets Per Share

RM’000RM’000RM’000RM’000RM’000

sen

RM

2008

107,709

25,432

18,309

74,853

388,682

24.46

5.19

2009

131,450

32,242

21,942

74,853

402,981

29.31

5.38

2010

87,136

30,329

23,179

74,853

417,692

30.97

5.58

2011

22,717

17,542

11,079

74,853

424,646

14.80

5.67

2012

24,107

13,716

10,422

74,853

427,867

13.92

5.72

Revenue (RM’000)

140,000

120,000

100,000

80,000

60,000

40,000

20,000

0

107,709

131,450

87,136

22,717 24,107

Profit Before Taxation (RM’000)

35,000

30,000

25,000

20,000

15,000

10,000

25,432

32,24230,329

17,542

13,716

Shareholders’ Fund (RM’000)

440,000

420,000

400,000

380,000

360,000

388,682

402,981

417,692424,646 427,867

Net Assets Per Share (RM)

5.80

5.60

5.40

5.20

5.00

5.19

5.38

5.58

5.675.72

2008 2009 2010 2011 2012

2008 2009 2010 2011 2012

2008 2009 2010 2011 2012

2008 2009 2010 2011 2012

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 201214

Statement by the Executive Management CommitteeOn behalf of the Board of Directors, we are pleased to present the Annual Report of TAHPS Group Berhad and its subsidiaries (Group) for the financial year ended 31 March 2012.

Financial PerformanceDuring the financial year, the Group faced very difficult operating business conditions in the property development

on launching of new projects were not forthcoming. Following a breakthrough, a new project to develop 124 shop offices was launched in February 2012.

In spite of the above tough scenario, the Group managed to show a satisfactory performance.

Earnings Per Share (Sen)

Net Assets Per Share (RM)

24.1

2012 2011 Change

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2012 15

Statement by the Executive Management CommitteeReview of Operations

Property DevelopmentA new development project comprising of 124 units of shop offices was launched in February 2012. Prior to this no new property projects were launched as approvals from the relevant government authorities were not

million decrease compared to last year. The revenue was mainly attributable to sales of completed units, land and the newly launched shop offices.

Plantation

management resulting in higher yield as well as better commodity prices. The operating costs for the plantations segment has been maintained.

ConstructionThe construction subsidiary was inactive and will continue to remain inactive apart from carrying out maintenance works arising from the old completed projects.

Dividends

share

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 201216

Statement by the Executive Management CommitteeCorporate Proposals

ordinary share capital of YPSB.

As at the date of this Report, the company is still awaiting the fulfillment of conditions precedent and approval from of the relevant authorities is still pending.

Corporate ResponsibilityThe Group continues its corporate social responsibility initiatives and provide assistance and contributions to deserving charitable bodies as well as to undertake social community related programmes.

Looking Forward

Malaysia on tighter leadings by banks.

the

Acknowledgements

office as a Director on 1 April 2012. We wish to thank him for his past services.

cooperation given by our valued customers, business associates, government authorities, shareholders and staff.

23 May 2012

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TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 201218

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