MANAGING DIRECTOR’S STATEMENT 2009. 6. 4. · Kesihatan, Kementrian Pertahanan, and Kementrian Pendidikan. As a result, despite adverse economic situation, the Group has increased

VTI Vintage Berhad Annual Report 2008 | 7

MANAGING DIRECTOR’S STATEMENT

BUSINESS PERFORMANCE REVIEW

Year 2008 was a challenging year. The construction and property sector suffered a down turn due to two (2) factors: 1) escalation in the prices of raw materials, and 2) world financial crisis. As such, the demand for building materials, including concrete roof tiles products, had reduced due to lower housing start up.

To weather the troubled period, the Group has formulated and embarked on multi-tiered strategies as follows:

1) Realigned its goals and objectives;2) Improved productivity and reduced wastages/rejects of the factories;3) Controlled product quality during production;4) Streamlined operation and reduced operating expenses and headcount;5) Reviewed sales orders and cancelled unprofitable orders;6) Redefined target market and consolidated sales and marketing efforts to the more lucrative segments.

In addition to those strategies listed above, the Group has shifted its focus and targeting mainly Government bodies to minimise business risks. Some Government bodies that we are dealing with include Syarikat Perumahan Negara Berhad (SPNB), Perbadanan Kemajuan Negeri Selangor (PKNS), Jabatan Kerja Raya (JKR), Kementrian Kesihatan, Kementrian Pertahanan, and Kementrian Pendidikan.

As a result, despite adverse economic situation, the Group has increased its operating efficiency and profit margin. Expenses were capped, and product quality improved as well. The Group is ready to embrace further challenges once it overcame its financial and cashflow constraints.

FINANCIAL PERFORMANCE REVIEW

For the financial year ended 31 December 2008, the Group achieved a turnover of RM23.1 million, a decline of 30% compared to RM33.1 million in the previous year. This was due to the cancellation of unprofitable orders.

Despite lower turnover, the Loss before tax of the Group has declined from RM10.2 million in previous year to RM7.4 million due to the implementation of the above measures.

On behalf of the Board of Directors of VTI Vintage Berhad (“Vintage”), I have the pleasure of presenting to you the Annual Report and the audited financial statements of the Company and its subsidiary companies (“Group”) for the financial year ended 31 December 2008.

8 | VTI Vintage Berhad Annual Report 2008

CORPORATE DEVELOPMENTS

In order to overcome the financial and cashflow constraint, the Group has appointed MIMB Investment Bank Berhad to carry out a Reconstruction Schemes for share capital reduction and right issue exercises. Subject to the approvals from all relevant parties, this proposal is divided into 2 stages:

1) Proposed Balance Sheet Reconstruction – to reduce the accumulated losses by having a share capital reduction exercise,

2) Proposed Rights Issue – to implement a fund raising exercise which comprises of a rights issue of new ordinary shares

Once approvals from all relevant parties were sought, the Abridged Prospectus and related forms to be issued to all the shareholders will be forwarded to the Securities Commission for approval or clearance and will thereafter be lodged with the Securities Commission and the Registrar of Companies.

MARKET AND INDUSTRY OVERVIEW AND FUTURE OUTLOOK

Due to the World economic turmoil in 2008 and the early part of 2009, the construction industry in Malaysia has contracted somewhat. Although some building material prices have came down, the prices of cement and sand, the two (2) main components in construction industry and roof tiles manufacturing, remain high.

The negative trend in the construction industry was offset partly with the announcement of the first and second stimulus package by our Prime Minister earlier which benefited construction industry. As such, the outlook for this year is moderate for the construction industry as a whole.

In view of current economic situation and the moderate outlook for construction industry this year, the Group will continue to focus on streamlining its operation and consolidating its marketing effort towards Government projects.

As the economic crisis curtailed off and world market stabilises currently, coupled with the positive impact of the first and second stimulus package which will be fully felt by the end of this year, the Malaysian economy, particularly the construction sector, is expected to perform well in 2010. By then, the Group will be ready, both financially and operationally, to reap the benefit from the strategic tie-up with government related agencies that are major players in the construction sector and the established working relationship with our distributors that are leader in building materials supply. The outlook for next year is positive.

ACKNOWLEDGEMENT

On behalf of the Board, I wish to express our deepest appreciation to our shareholders, customers and associates for their continual trust and support for the Group. The Board and I would like to extend our deepest appreciation to the management and staff of the Group for all their dedication and commitment.

Dato’ Beh Hang KongManaging Director26 May 2009

MANAGING DIRECTOR’S STATEMENT (Cont’d)


CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company and its subsidiaries are always mindful of its CSR towards employees, community and stakeholders. A strong governance policy is necessary to ensure that CSR are fulfilled at our own premises, only then we can contribute positively to the community. We continue to place high emphasis on health and safety issues at our work sites. Necessary tools and protective gears are provided to our employees to ensure that they are adequately protected. We also enforce stringent compliance requirements so that health and safety issues are not compromise.

We also work very closely with environment enforcement agency with periodic consultation arrangements and visits so that our manufacturing activities are always in line with environmental standards and legislation.

We continuously encourage employees to recycle and/or reduce wastage on the consumption of raw materials so that waste disposals are kept to the minimum. We also incorporate changes to our manufacturing process to allow the usage of environmental friendly materials.

At the marketplace, the Company and its subsidiaries maintain high integrity of corporate governance practices as well as enhancing the shareholders’ value.


The Board of Directors is committed to promoting the highest standards of corporate governance within the Group and is pleased to report that the Group will continually apply the principles and best practices set out in the Malaysian Code on Corporate Governance (“the Code”).

The Statement below sets out the manner in which the Group has applied the key principles and the extent of its compliance with the best practices set out in the Code throughout the financial year under review.

A. BOARD OF DIRECTORS

Composition and Balance

The Board of Directors consists of a Managing Director, one (1) Independent Non-Executive Director and two (2) Non-Independent Non-Executive Directors. Currently, the composition of the Board does not comply with the Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) for at least two (2) directors or one third of the Board are independent directors. The Company has been granted an extension of time until 16 June 2009 to comply with the Listing Requirements. The Board will endeavour to seek for the right candidates to fulfil and comply with the Listing Requirements.

Collectively, the Board members bring a balance of skills and experience appropriate to the business owing to their diverse backgrounds in the business, financial, political and commercial sectors. A brief description of the background of each Board member is presented on pages 5 to 6 of the Annual Report.

There is a clear division of responsibilities between the Board and the management of business operations. The Managing Director, having direct responsibilities for business operations, assisted by Chief Executive Officer, Chief Operating Officer and the management staff are being primarily responsible for the operations and day to day conduct of the business activities. The Executive Committee (“EXCO”) members overseeing the implementation of the Board’s decisions while the Board formulate policies and take strategic decision.

The Non-Executive Directors are responsible for providing independent objective judgment of the Board’s decisions while ensuring that strategies and business plans prepared by the management are fully discussed and examined in the long term interests of the shareholders.

Board’s Responsibilities

The Board retains full responsibility and control of the Group which includes determining the overall strategic direction of the Group, reviewing, managing and monitoring the control systems, policies and guidelines what have been put in place.

The Board recognises the importance of sound internal controls and risk management practices to good corporate governance.

Supply of Information

The directors are supplied with quality and timely information which allows them to discharge their responsibilities effectively and efficiently.

STATEMENT ON CORPORATE GOVERNANCE


Board Meetings

At least four (4) board meetings are scheduled to be held annually, with additional meetings to be held, as and when required. During the financial year ended 31 December 2008, the Board met four (4) times. The details of attendance of each Board member are set out below :-

Name of DirectorNo. of meetings

attended

Dato’ Beh Hang Kong 4/4

Dato’ Lim Sin Khong 2/4

Chin Sui Yin 4/4

Wong Yew Sen 4/4

Lim Kuan Yew (Alternate Director to Dato’ Lim Sin Khong) 1/4

Tuan Haji Wan Kamarudin Bin Hj. Wan Hassan (Resigned w.e.f 16.06.2008)

1/2

Risk Management Committee

Headed by the Chief Executive Officer personally, a Risk Management Committee has been established to identify, evaluate, manage and monitor significant risks the Group faces in its businesses and operations. The Risk Management Committee consists of the Chief Operating Officer and all the departmental heads.

During the year, the Risk Management Committee has convened four (4) meetings. Pursuant to its oversight function to ensure that the Group’s risk management process is appropriate and functioning as designed, and that infrastructure, resources and systems are put in place for effective risk management, the Risk Management Committee reviewed pertinent matters brought to its attention as well as areas of concern raised by the Risk Management Committee itself, including :-

a) Financial risks – risks associated with the gearing position and trade debts of the Group; andb) Operational risks – risks associated with the manufacturing and marketing activities of the Group.

Potential risk areas were identified, rated, monitored and reviewed during each meeting to ensure that these risks are contained within tolerable levels, if not eliminated. The minutes of these meetings were then circulated and reviewed during the Executive Committee meetings and Board of Directors meetings.

Nominations Committee

The Nominations Committee, which was established on 20 November 2003, is currently composed of two (2) members with one Independent Non-Executive Director and one Non-Independent Non-Executive Director. The Nominations Committee is continuing seeking for filling the vacancy arisen from the resignation of Tuan Haji Wan Kamarudin Bin Hj. Wan Hassan on 16 June 2008.

The present members of the Nominations Committee are:-

Chairman - Wong Yew Sen (Independent Non-Executive Director)

Members - Dato’ Lim Sin Khong (Non-Independent Non-Executive Director)

STATEMENT ON CORPORATE GOVERNANCE (Cont’d)


Nominations Committee (Cont'd)

The Nominations Committee is primarily responsible for identifying and proposing new candidates for the Board and Board Committees, including those of the subsidiary and associated companies, and for assessing the overall effectiveness of the Board and such committees on an on-going basis. However, the full Board is responsible in the actual decision making after taking into consideration the recommendation of the Nominations Committee.

Re-election and Re-appointment of Directors

In accordance with the Company’s Articles of Association, at least one-third of the Directors shall retire by rotation at each AGM. All Directors are subject to retire from office at least once in every three years. Retiring Directors may offer themselves for re-election at the AGM.

Any Director appointed during the year is required to retire and seek re-election by shareholders at the first AGM following his appointment. Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section 129 (6) of the Companies Act, 1965 (“the Act”).

Directors’ Training

All the Directors have undergone the Mandatory Accreditation Program (“MAP”) prescribed by Bursa Malaysia Securities Berhad (“Bursa Securities”). The Directors remain committed to undergoing further continuing education training programmes to upgrade and enhance their knowledge and to keep abreast with the constantly changing environment in the business and corporate sectors. The Directors also have access to various in-house seminars organised by the Group for its senior management staff, whereby they are invited to sit in and participate as and when their schedules permit.

Training programmes attended by the Directors in year 2008 are as follows :-

1. Dato’ Beh Hang Kong (i) Technical briefing on steel trusses 21 November 2008

2. Dato’ Lim Sin Khong (i) Technical briefing on steel trusses 21 November 2008

3. Chin Sui Yin (i) Technical briefing on steel trusses 21 November 2008

4. Wong Yew Sen (i) Technical briefing on steel trusses 21 November 2008

B. DIRECTORS’ REMUNERATION

The members of the Remuneration Committee, which was established on 20 November 2003 are composed entirely of Non-Executive Directors. The Remuneration Committee is continuing seeking for filling the vacancy arisen from the resignation of Tuan Haji Wan Kamarudin Bin Hj. Wan Hassan on 16 June 2008.



B. DIRECTORS’ REMUNERATION (Cont'd)

The present members of the Remuneration Committee are as follows :-

Chairman – Dato’ Lim Sin Khong (Non-Independent, Non-Executive Director)

Members – Wong Yew Sen (Independent Non-Executive Director)

The main function of the Remuneration Committee is to make recommendations to the Board on the remuneration package for all Executive Directors to ensure that the Group attracts and retains Directors of calibre needed to run the Company successfully. The remuneration for the Executive Directors is structured to commensurate with corporate and individual performance. The Executive Directors do not participate in decisions on their own remuneration package.

The remuneration of the Non-Executive Directors is a matter for consideration by the Board as a whole, save for directors’ fees. The shareholders at the AGM would approve the aggregate annual directors’ fees for all Directors.

The details of the Directors’ remuneration for the financial year ended 31 December 2008 are as follows:-

Executive Directors Non- Executive DirectorsSalaries and other emoluments Fee Allowance

RM114,603 RM24,000 RM2,000

The number of Directors whose remuneration falls into each successive band of RM50,000 for the financial year ended 31 December 2008 are set out below:-

Executive Directors

Non- Executive Directors Total

Below RM50,000 1 4 5

RM50,001 – RM100,000 1 - 1

C. COMMUNICATION WITH SHAREHOLDERS AND INVESTORS

The Board recognises the importance of regular and timely dissemination of information as part of the communication process with shareholders and investors to enable them to have an overview of the Group’s performance and operations.

On-going communication and dissemination of information is maintained mainly through various announcements made to Bursa Malaysia, which include financial statements and quarterly reports. The shareholders and members of the public are also invited to access the Group’s website at http://www.vintageroofing.com for the latest information on the Group.



C. COMMUNICATION WITH SHAREHOLDERS AND INVESTORS (Cont'd)

On a yearly basis, the AGM also serves as a platform for shareholders’ communication with the Board besides affording them an opportunity to seek clarification, if required, on the financial and operational review of the Group’s business as contained in the Annual Report.

D. ACCOUNTABILITY AND AUDIT

Financial Reporting

The financial statements of the Company are drawn up on a going concern basis and in accordance with the requirements of the applicable accounting standards in Malaysia and provision of the Companies Act, 1965 (“the Act”). The Board aims to present a balanced and understandable assessment of the Group’s position and prospects in its quarterly financial reports and annual financial statements. The Audit Committee assists the Board by reviewing the information for disclosure to ensure completeness, adequacy and accuracy.

Internal Control

The Board is responsible to maintain a sound system of internal control and to review for its adequacy and integrity on an ongoing basis. The Board seeks regular assurance on the integrity and effectiveness of the internal control systems from both the internal and external auditors. The Group’s system of internal control can only provide reasonable but not absolute assurance against material misstatements, fraud or loss.

The Statement on Internal Control as set out on page 17 of the Annual Report provides an overview of the state of internal control within the Group.

Relationship with Auditors

The Company has always maintained a formal and transparent relationship with its auditors. From time to time, the auditors highlighted to the Audit Committee and Board of Directors on the matters that require the Board’s attention. Annual appointment or re-appointment of the external auditor is via shareholders’ resolution at the AGM on the recommendation of the Board.



Share Buybacks

During the financial year, there were no share buybacks by the Company.

Options, Warrants or Convertible Securities

There are no options, warrants or convertible securities exercised in respect of the financial year under review.

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

The Company does not have any ADR or GDR programme in place.

Non-Audit Fees

No non-audit fees paid to the external auditors by the Company and its subsidiary companies during the financial year.

Variation in Results

The Group’s loss after taxation and minority interest for the financial year ended 31 December 2008 has deviated by 101.20% from the unaudited loss after taxation and minority interest as announced to Bursa Securities on 27 February 2009. The deviation is due to the adjustment of RM3.723 million made after the final audit and recommendation by the Company’s external auditors.

Profit Guarantee

No profit guarantee was given by the Company and/or its subsidiary companies in respect of the financial year.

Material Contracts

There were no material contracts entered into by the Company and its subsidiary companies which involved directors’ or major shareholders’ interests subsisting as at the end of the financial year ended 31 December 2008 other than those disclosed under notes to the financial statements.

Revaluation Policy

The Group does not have a regular revaluation policy on its landed properties.

Recurrent Related Party Transactions of a Revenue Nature

No recurrent related party transactions of a revenue nature during the financial year under review.

OTHER INFORMATION


DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with the Act, the Directors are required to prepare financial statements for each financial year so as to give a true and fair view of the state of affairs of the Company and of the Group at the end of the financial year, and of the results and the cash flows of the Company and the Group for the financial year then ended.

In preparing the financial statements, the Board of Directors is collectively responsible in ensuring that the annual financial statements are drawn up on a going concern basis and in accordance with the requirements of the applicable accounting standards in Malaysia and the provisions of the Act.

The Directors are responsible for ensuring that proper accounting records are kept, which disclose with reasonable accuracy at any time the financial position of the Group and the Company in accordance with the Act.


STATEMENT ON INTERNAL CONTROL

Introduction

The Malaysian Code of Corporate Governance (“the Code”) requires listed companies to maintain a sound system of internal control to safeguard shareholders’ investment and the Group’s assets. The Board has complied with the Best Practices set out in the Code and the Listing Requirements.

Board Responsibility

The Board is responsible to maintain a sound system of internal control and to review for its adequacy and integrity on an ongoing basis. It includes not only financial controls, operational and compliance controls but also risk management. However, due to the limitations inherent in an internal control system, the Board has implemented an internal control system designed to manage rather than to eliminate the risks that may impede the achievement of the Group’s business objectives.

System of Internal Control

The Group’s internal controls include, among others:

• An organisation structure with key responsibilities clearly defined for the Board, members of the Board and the executive management of the Group’s operating units;

• Board’s approved operational plans to chart a clear direction for all operating units to work cohesively towards meeting the business objective of the Group having assessed the inherent risks involved and the necessary action plans thereof;

• Supply of regular and comprehensive financial and management information to management to enable them to monitor actual performance against approved plan so as to constantly keep track and monitor the directions in which the Group is heading;

• Written policies and procedures regulating financial and operating activities which are subjected to regular

reviews and updates to reflect the changing business risks and to resolve operational deficiencies; and

• Weekly management meetings to review, monitor and follow up on operational and financial matters.

Conclusion

For the financial year under review, there were no significant internal control deficiencies or material weaknesses resulting in material losses or contingencies requiring disclosure in the Annual Report.


COMPOSITION OF THE AUDIT COMMITTEE

The present members of the Audit Committee and their respective designation are as follows:-

Chairman - Wong Yew Sen (Independent Non-Executive Director)

Members - Dato’ Lim Sin Khong (Non-Independent Non-Executive Director) The Audit Committee is looking forward to fill in the vacancy arisen from the resignation of Tuan Haji Wan Kamarudin Bin Hj. Wan Hassan on 16 June 2008.

TERMS OF REFERENCE OF AUDIT COMMITTEE

Membership

Members of the Audit Committee shall be appointed by the Board amongst themselves, comprising:-

(1) not less than three (3) members, the majority of whom must be independent directors;

(2) all the members must be financially literate, with at least one member:

(i) must be a member of the Malaysian Institute of Accountants;

(ii) if he is a non-member, he must have 3 years’ working experience and:(a) he must have passed the examinations specified in Part I of the First Schedule of the

Accountants Act, 1967; or(b) he must be a member of one of the associations of accountants specified in Part II of the

First Schedule of the Accountants Act 1967; or

(iii) fulfill such other requirements prescribed by the Exchange.

(3) In the event of any vacancy in the Committee resulting in the number of the members being reduced to below three, the Company must fill the vacancy within three months.

(4) No alternate director shall be appointed as a member of the Audit Committee.

(5) The Chairman of the Committee shall be elected from among Audit Committee members, shall be an independent director. The period for which the Chairman is to hold office may be determined by the members.

The Company Secretary shall be the Secretary of the Audit Committee.

AUDIT COMMITTEE REPORT


Meetings and Quorum of the Audit Committee

Meetings shall be held not less than four (4) times a year. Additional meetings may be called at the discretion of the Chairman or any member or at the request of the external auditors. The quorum for each meeting of the Audit Committee shall be a majority of members present, not being less than two, who must be independent directors.

The Committee may invite the Managing Director or any members of the management and representatives of the external auditors to attend any of its meetings as it determines. At least twice a year, the Committee shall meet with the external auditors without the executive board members present.

Minutes of all meetings of the Committee shall be recorded by the Secretary and circulated to all the members. The Chairman shall report on the proceedings of the Committee to the Board by way of submission of minutes of the Committee or by such other mode as the Chairman shall in his discretion deems fit.

The Audit Committee regulates its own meeting procedures.

Authority

The Audit Committee is authorised by the Board to investigate any matter within its terms of reference. It has full and unrestricted access to any information pertaining to the Group and direct communication channels with any employees and the external auditors of the Company. The Committee is also authorised by the Board to review conflict of interest situations that may arise within the Group and to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Function and Duties

(1) Review and discuss with the external and internal auditors the nature and scope of their respective audit strategy, audit plans or programmes.

(2) Review the external auditors’ statutory and other audit reports and management letter and the response from the management.

(3) Review the scope and results of the internal audit procedures.

(4) Review with the external and internal auditors their evaluations of the system of internal accounting controls, in particular with regard to the adequacy of the Group’s internal control system.

(5) Review quarterly and yearly balance sheets and income statements of the Company and the Group, prior to the approval by the Board of Directors, focusing particularly on:-

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

(6) Commission and review the findings of internal investigations into matters within its terms of reference.

(7) Review interested person transactions, which are defined as transactions between the Company, its subsidiary companies or target associated company and a director, chief executive officer, or substantial shareholder of the Company or their associates.

AUDIT COMMITTEE REPORT (Cont’d)


AUDIT COMMITTEE REPORT (Cont’d)

Function and Duties (Cont’d)

(8) Recommend to the Board on the appointment or re-appointment of external auditors and their fees and make appropriate recommendations on matters of resignation or dismissal of external auditors.

(9) Carry out such other functions as may be agreed to by the Audit Committee and the Board.

ATTENDANCE OF AUDIT COMMITTEE MEETINGS

The Audit Committee met four (4) times for the financial year ended 31 December 2008. The details of attendance of each Audit Committee member are as follows:-

Name of Audit Committee Member Total meetings attended by Audit Committee Member

Wong Yew Sen 4/4

Dato’ Lim Sin Khong (Appointed on 27.02.2008) 3/3

Tuan Haji Wan Kamarudin Bin Wan Hassan (Resigned w.e.f. 16.06.2008)

2/2

SUMMARY OF ACTIVITIES UNDERTAKEN BY THE AUDIT COMMITTEE

Among the activities undertaken by the Audit Committee during the financial year under review are as follows:-

(i) Reviewed and sought management explanations and recommended actions on the Group’s quarterly and annual financial results and performance to the Board of Directors for approval.

(ii) Reviewed the Group compliance with prevailing laws, regulations and accounting standards and matters related to corporate governance in compliance with the revamped Listing Requirements of Bursa Malaysia Securities Berhad.

(iii) Reviewed any related party transactions within the Group.

(iv) Reviewed the proposal by members to outsource the internal audit function by engaging external professionals to carry out the internal audit function.

INTERNAL AUDIT FUNCTION

The Audit Committee had successfully recommended to the Board of Directors for the function to be outsourced to ensure that the internal control systems within the Group are adequate and functioning as intended. With the internal audit function being put in place, remedial action can be taken in relation to weaknesses identified and noted in the systems and controls of the respective operating units. The setting up of the internal audit function is geared towards increasing efficiency and better management of resources in all aspects of the Group’s operations.

The Audit Committee regularly convenes meetings to deliberate on the findings and recommendations for improvement by the Group’s internal auditors, external auditors as well as regulatory authorities. The Audit Committee reviews the actions taken to rectify the findings in a timely manner, and to evaluate the effectiveness and adequacy of the Group’s internal control systems.

VTI VINTAGE BERHAD(Company No. 589167-W)

(Incorporated in Malaysia)

AND ITS SUBSIDIARY COMPANIES

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2008

I N D E X

DIRECTORS’ REPORT 22 - 24

STATEMENT BY DIRECTORS 25

STATUTORY DECLARATION 25

REPORT OF THE AUDITORS 26 & 27

BALANCE SHEETS 28 & 29

INCOME STATEMENTS 30

STATEMENTS OF CHANGES IN EQUITY 31

CASH FLOW STATEMENTS 32 & 33

NOTES TO THE FINANCIAL STATEMENTS 34 - 59


DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2008

The directors have pleasure in presenting their report together with the audited financial statements of the Group and Company for the financial year ended 31 December 2008.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and the provision of management services to the subsidiaries.

The principal activities of the subsidiary companies are stated in Note 26 to the financial statements.

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

RESULTS

Group Company RM RM

Profit/(Loss) for the year (7,402,159) 251,078

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

DIVIDENDS The directors do not recommend the payment of any dividend for the financial year ended 31 December 2008.

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

INFORMATION REGARDING THE GROUP AND OF THE COMPANYDURING AND AS AT THE END OF THE FINANCIAL YEAR

Before the financial statements were made out, the directors took reasonable steps:

(a) to ascertain that 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 all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records of the Group and of the Company in the ordinary course of business were written down to an amount which they might be expected so to realise.

DIRECTORS’ REPORT


INFORMATION REGARDING THE GROUP AND OF THE COMPANYDURING AND AS AT THE END OF THE FINANCIAL YEAR (Cont’d)

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 affect the ability of the Group and of the Company to meet its obligations when they fall due.

INFORMATION REGARDING THE GROUP AND OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT

In the opinion of the directors, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

INFORMATION REGARDING THE GROUP AND OF THE COMPANY AS AT THE DATE OF THIS REPORT

At the date of this report, the directors are not aware of any circumstances which would render the amount written off for bad debts or the amount of the allowance for doubtful debts inadequate to any substantial extent.

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

(a) which would render the values attributed to current assets in the financial statements misleading; and

(b) 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.

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

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

(b) contingent liability which has arisen since the end of the financial year.

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

INFORMATION REGARDING THE DIRECTORS OF THE COMPANY

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

Neither at the end of the financial year nor at any time in that year did there subsist arrangements to which the Company is a party, being arrangements with the object or objects of enabling directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

DIRECTORS’ REPORT (Cont’d)


INFORMATION REGARDING THE DIRECTORS OF THE COMPANY (CONT’D)

The directors of the Company in office since the date of the last report are:

Dato’ Lim Sin KhongTuan Haji Wan Kamarudin Bin Hj. Wan Hassan (Resigned w.e.f. 16.06.2008)Chin Sui YinDato’ Beh Hang KongWong Yew SenLim Kuan Yew (Alternate director to Dato’ Lim Sin Khong)

The directors holding office at the end of the financial year and their interest in the share capital of the Company and related corporations as recorded in the register of directors’ shareholdings kept by the Company under Section 134 of the Companies Act were as follows: Number of Ordinary Shares of RM1 Each

As at As at 1.1.2008 Bought Sold 31.12.2008The CompanyDirect Interest

Dato’ Lim Sin Khong 20,746,687 - (4,028,700) 16,717,987

Dato’ Beh Hang Kong - 8,924,600 - 8,924,600

Chin Sui Yin - - - -

Wong Yew Sen - - - -

Lim Kuan Yew - - - -

By virtue of their interest in the shares in the Company, Dato’ Lim Sin Khong and Dato’ Beh Hang Kong are also deemed interested in the shares of the subsidiary companies of the Company to the extent the Company has an interest.

AUDITORS

The auditors, Messrs. Omar Arif & Co., Chartered Accountants, have indicated their willingness to continue in office.

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

…………………………………... …………………………………...DATO’ BEH HANG KONG CHIN SUI YIN

Kuala Lumpur, Date: 30 April 2009

DIRECTORS’ REPORT (Cont’d)


We, the undersigned, being two of the directors of the Company, do hereby state that, in the opinion of the directors, the financial statements set out on pages 28 to 59 are drawn up in accordance with applicable approved Financial Reporting Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2008 and of the results of their operations and of the cash flows of the Group and of the Company for the year ended on that date.

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

…………………………………... …………………………………...DATO’ BEH HANG KONG CHIN SUI YIN

Kuala Lumpur, Date: 30 April 2009

STATUTORY DECLARATIONPursuant to Section 169 (16) of the Companies Act, 1965

I, Koo Siaw Turk, being the officer primarily responsible for the financial management of VTI Vintage Berhad, do solemnly and sincerely declare that the financial statements set out on pages 28 to 59 are to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by Koo Siaw Turk at Kuala Lumpur, in the Federal Territory, this 30 day of April 2009.

Before me,

…..………………………………... KOO SIAW TURK

Commissioner for OathsKuala Lumpur

STATEMENT BY DIRECTORSPursuant to Section 169 (15) of the Companies Act, 1965


REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of VTI Vintage Berhad which comprise the balance sheets as at 31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 28 to 59.

Directors’ Responsibility for the Financial Statements

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

Auditors’ Responsibility

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

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

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

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with the Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2008 and of their financial performance and cash flows for the year then ended.

Emphasis of Matter

The auditors’ report of a subsidiary company, Newsteel Building Systems Sdn. Bhd. includes the following “Emphasis of Matter”.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF VTI VINTAGE BERHAD(Company No. 598167-W) (Incorporated in Malaysia)


Emphasis of Matter (Cont’d)

Without qualifying our opinion, we draw attention to Note 3(a) of the notes to the financial statements. The Company incurred a loss for the year amounting to RM2,011,275 and as at the balance sheet date, the Company’s current liabilities exceeded its current assets by RM3,755,930 and its total liabilities exceeded its total assets by RM3,485,750. The financial statements have been prepared on the going concern basis the appropriateness of which is dependent upon the Company obtaining sufficient finance from the shareholders or from other sources to finance the further operations of the Company.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

a. the financial statements have been properly drawn up so as to give a true and fair view of the matters required by Section 169 to be dealt with in the financial statements of the Group and of the Company; and

b. the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

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

d. The audit report on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

…………………………………... …………………………………...OMAR ARIF & CO. SELVARAJAH JEBARETNAM(AF 0786) CA(M), CA(NZ)Chartered Accountants [2834/08/09 (J)] Chartered Accountant PartnerKuala Lumpur, Date: 30 April 2009

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF VTI VINTAGE BERHAD (Cont’d)

(Company No. 598167-W) (Incorporated in Malaysia)


Group Company

Note 2008 2007 2008 2007

RM RM RM RM

Non-Current Assets

Property, plant

and equipment 4 39,452,339 41,202,431 953,243 1,376,792

Prepaid lease payments 5 5,094,381 5,218,772 - -

Investment in

subsidiary companies 6 - - 61,977,002 61,977,002

Intangible asset 7 24,625,675 24,625,675 - -

69,172,395 71,046,878 62,930,245 63,353,794

Current Assets

Inventories 8 2,629,302 4,537,393 - -

Trade receivables 27 16,810,243 11,087,563 - -

Amount due from customer

for contract works 887,003 1,633,566 - -

Other receivables 9 1,330,692 2,340,780 81,759 97,631

Amounts owing by

subsidiary companies 6 - - 6,111,816 3,961,215

Current tax asset 169,590 181,041 - -

Fixed deposits with

licensed banks 10 4,000 2,150,674 - -

Cash and bank balances 311,902 332,140 11,900 14,561

22,142,732 22,263,157 6,205,475 4,073,407

Non-current assets

held for sale 3 3,379,308 3,256,721 770,127 774,405

25,522,040 25,519,878 6,975,602 4,847,812

Less:

Current Liabilities

Trade payables 15,545,904 10,973,028 - -

Other payables 11 5,406,340 4,674,128 1,984,840 1,461,892

Amounts owing to directors 12 6,078,837 3,013,164 2,046,837 983,164

Bank overdraft 8,461,771 9,781,413 - -

Hire purchase payables 13 437,374 428,853 73,955 95,607

Borrowings 14 386,543 6,057,009 - -

Medium Term Notes 16 - 2,000,000 - -

Amounts owing to

subsidiary companies 6 - - 517,633 425,542

36,316,769 36,927,595 4,623,265 2,966,205

Net Current Assets/(Liabilities) (10,794,729) (11,407,717) 2,352,337 1,881,607

58,377,666 59,639,161 65,282,582 65,235,401

BALANCE SHEETSAs at 31 December 2008


Group Company

Note 2008 2007 2008 2007

RM RM RM RM

Financed by:

Equity Attributable to Equity

Holders of the Company

Share capital 15 97,486,002 97,486,002 97,486,002 97,486,002

Accumulated losses (55,096,253) (47,694,094) (32,492,018) (32,743,096)

42,389,749 49,791,908 64,993,984 64,742,906

Non-Current Liabilities

Hire purchase payables 13 864,795 1,255,301 288,598 492,495

Borrowings 14 15,123,122 8,591,952 - -

15,987,917 9,847,253 288,598 492,495

58,377,666 59,639,161 65,282,582 65,235,401

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

BALANCE SHEETS (Cont’d)As at 31 December 2008


Note Group Company

2008 2007 2008 2007

RM RM RM RM

Revenue 18(a) 23,071,101 33,085,423 1,880,000 1,680,000

Cost of sales 18(b) (19,745,392) (28,481,932) - -

Gross profit 3,325,709 4,603,491 1,880,000 1,680,000

Other income 243,435 209,014 100,262 110

Administration and other

operating expenses (9,258,289) (13,157,125) (1,714,734) (2,802,739)

Profit/(Loss) from operations 19 (5,689,145) (8,344,620) 265,528 (1,122,629)

Finance costs 20 (1,713,014) (1,865,866) (14,450) (30,866)

Profit/(Loss) before taxation (7,402,159) (10,210,486) 251,078 (1,153,495)

Taxation 21 - 404,837 - -

Profit/(Loss) after taxation (7,402,159) (9,805,649) 251,078 (1,153,495)

Attributable To:

Equity holders of company (7,402,159) (9,805,649) 251,078 (1,153,495)

Minority interest - - - -

(7,402,159) (9,805,649) 251,078 (1,153,495)

Basic loss

per ordinary share (sen) 22 (7.59) (10.06)


INCOME STATEMENTSFor the Year Ended 31 December 2008


fAttributable to Equity Holders of the Companyg

Share Accumulated Total Minority Total

Capital Losses Interest Equity

RM RM RM RM RM

(i) Group

As at 1.1.2008 97,486,002 (47,694,094) 49,791,908 - 49,791,908

Loss for the year - (7,402,159) (7,402,159) - (7,402,159)

As at 31.12.2008 97,486,002 (55,096,253) 42,389,749 - 42,389,749

As at 1.1.2007 97,486,002 (37,888,445) 59,597,557 - 59,597,557

Loss for the year - (9,805,649) (9,805,649) - (9,805,649)

As at 31.12.2007 97,486,002 (47,694,094) 49,791,908 - 49,791,908

(ii) Company

As at 1.1.2008 97,486,002 (32,743,096) 64,742,906 - 64,742,906

Profit for the year - 251,078 251,078 - 251,078

As at 31.12.2008 97,486,002 (32,492,018) 64,993,984 - 64,993,984

As at 1.1.2007 97,486,002 (31,589,601) 65,896,401 - 65,896,401

Loss for the year - (1,153,495) (1,153,495) - (1,153,495)

As at 31.12.2007 97,486,002 (32,743,096) 64,742,906 - 64,742,906


STATEMENTS OF CHANGES IN EQUITYFor the Year Ended 31 December 2008


Group Company

2008 2007 2008 2007

RM RM RM RM

Cash Flows from

Operating Activities

Profit/(Loss) before taxation (7,402,159) (10,210,486) 251,078 (1,153,495)

Adjustments for:

Other receivables written off 1,218,990 - - -

Allowance for doubtful debts - 1,214,148 - -

Amortisation of prepaid lease payments 127,187 129,054 - -

Depreciation of investment property 4,278 8,557 4,278 8,557

Depreciation of property,

plant and equipment 1,613,494 1,771,393 168,123 197,620

Loss on disposal of property,

plant and equipment 207,754 65,531 89,084 -

Interest expense 1,660,878 1,785,778 14,450 30,450

Interest income - (14,994) - -

Operating profit/(loss) before

working capital changes (2,569,578) (5,251,019) 527,013 (916,868)

Decrease in inventories 1,908,091 139,620 - -

Increase in amounts owing

by subsidiary companies - - (2,150,601) (165,730)

Increase/(Decrease) in amounts owing

to subsidiary companies - - 92,091 (411,990)

(Increase)/Decrease in receivables (7,754,044) 667,261 15,872 12,277

Decrease in amount due

from customer for contract works 746,563 667,126 - -

Increase in amounts owing to directors 3,363,673 2,801,164 1,063,673 1,083,164

Increase in payables 6,829,551 4,329,594 522,949 513,243

Cash generated from operations 2,524,256 3,353,746 70,997 114,096

Tax paid (1,850) (49,888) - -

Tax refund 13,299 783,067 - -

Interest paid (860,045) (947,967) (14,450) (30,450)

Net cash from operating activities 1,675,660 3,138,958 56,547 83,646

CASHFLOW STATEMENTSFor the Year Ended 31 December 2008


CASHFLOW STATEMENTS (Cont’d)For the Year Ended 31 December 2008

Group Company

2008 2007 2008 2007

RM RM RM RM

Cash Flows from

Investing Activities

Prepaid lease payments (129,661) (108,724) - -

Purchase of property, plant

and equipment (311,099) (388,635) - (17,228)

Proceeds from disposal of

property, plant and equipment 239,945 1,215,039 166,342 -

Interest received - 14,994 - -

Net cash from/(used in) investing activities (200,815) 732,674 166,342 (17,228)

Cash Flows from

Financing Activities

Repayment of Medium Term Notes (2,000,000) - - -

Repayment of bank borrowings (1,588,728) (1,653,001) - -

Hire purchase and finance lease

principal payments (381,987) (535,565) (225,550) (72,345)

Financing from term loan 2,449,433 602,357 - -

Interest paid (800,833) (835,378) - -

Fixed deposits pledged - (4,000) - -

Net cash used in financing activities (2,322,115) (2,425,587) (225,550) (72,345)

Net increase/(decrease) in

cash and cash equivalents (847,270) 1,446,045 (2,661) (5,927)

Cash and cash equivalents

brought forward (7,302,599) (8,748,644) 14,561 20,488

Cash and cash equivalents

carried forward (Note 24) (8,149,869) (7,302,599) 11,900 14,561



1. CORPORATE INFORMATION

The Company is a public limited company incorporated and domiciled in Malaysia and is listed on the Second Board of Bursa Malaysia Securities Berhad.

The address of registered office of the Company is as follows:

Suite 11.05B, Level 1 The Gardens, South Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur

The principal place of business of the Company is as follows:

No. 6-2, Jalan 2/109E Desa Business Park Taman Desa 58100 Kuala Lumpur

The principal activities of the Company are investment holding and the provision of management services to the subsidiaries.

The principal activities of the subsidiary companies are stated in Note 26 to the financial statements.

The number of employees of the Group and the Company at the end of the financial year – 222 (2007 – 186) and 30 (2007 – 17) respectively.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 30 April 2009.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

The financial statements of the Group and Company have been prepared in accordance with applicable approved Financial Reporting Standards and the provisions of the Companies Act, 1965.

The financial statements have been prepared on the going concern basis as the directors are of the opinion that the proposed reconstruction of the balance sheet under Section 176 Companies Act, 1965 and the proposed rights issue both of which are more fully described in Note 32, will be able to generate sufficient finance from the shareholders and from other sources to finance the further operations of the Company.

(b) Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost/valuation less accumulated depreciation and any impairment losses. The policy for the recognition and measurement of impairment loss is in accordance with Note 2(m) to the financial statements.

NOTES TO THE FINANCIAL STATEMENTS


2. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

(b) Property, Plant and Equipment and Depreciation (Cont’d)

Freehold land is not depreciated.

The revised FRS 116: Property, Plant and Equipment requires the review of the residual value and remaining useful life of an item of property, plant and equipment at least at each financial year end.

Property, plant and equipment are depreciated on the straight line method to write off the cost over its estimated useful lives. The annual rates used are:

Rate per Annum Freehold building 2% Furniture and fittings 10% Leasehold building 2% Motor vehicles 10% Office equipment and computer 20% Plant, machinery and equipment 3.33% - 33 1/3% Renovation 10%

Gain and loss on disposal are determined by comparing proceeds with carrying amount and are included in the income statement.

(c) Investment in Subsidiary Companies

A subsidiary company is a company in which the Group control the composition of its board of directors or more than half of its voting power, or holds more than half of its issued ordinary share capital.

Investment in subsidiary companies which are eliminated on consolidation are stated at cost less impairment losses, if any. The policy for the recognition and measurement of impairment loss is in accordance with Note 2(m) to the financial statements.

(d) Investment Property

Investment property represents long leasehold land and building which is held for capital appreciation. The property is treated as long term investment and is stated at cost less accumulated depreciation and any accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(m) to the financial statements.

The leasehold land is amortised by equal annual instalments over the remaining life of the lease which expires on 2097. Building is depreciated at a rate of 2% per annum.

Upon the disposal of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in the income statement.

NOTES TO THE FINANCIAL STATEMENTS (Cont’d)



(e) Non-Current Assets Held for Sale

Non-current assets are stated at the lower of cost or carrying amount and fair value less costs to sell and are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and only when the sale is highly probable and the asset is available for immediate sale in its present condition subject only to terms that are usual and customary.

(f) Inventories

Inventories were valued at the lower of cost and net realisable value.

(g) Receivables

Receivables are carried at anticipated realisable value. Known bad debts are written off and specific allowance is made for debts considered doubtful of collection.

(h) Payables

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

(i) Leases

(i) Classification

A lease is recognised as finance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purposes of lease classification. All leases that do not transfer substantially all the risks and rewards are classified as operating leases.

(ii) Prepaid Lease Payments

Leasehold land that has an indefinite economic life and title that is not expected to pass to the Group by the end of the lease term is classified as operating lease. The up-front payments for right to use the leasehold land over a predetermined period are accounted for as prepaid lease payments and are stated at cost less amounts amortised.

The prepaid lease payments are amortised on a straight-line basis over the remaining period of the lease.

(j) Property, Plant and Equipment Acquired Under Hire Purchase

Property, plant and equipment financed under hire purchase arrangements which transfer substantially all the risk and rewards of ownership are capitalised as property, plant and equipment. The depreciation policies of these property, plant and equipment are similar to those as set out in Note 2(b) to the financial statements.




(j) Property, Plant and Equipment Acquired Under Hire Purchase (Cont’d)

Outstanding obligation under the hire purchase arrangements after deducting financial expenses are included as liabilities in the financial statements. The financial expenses are charged to the income statement over the period of the respective arrangements.

(k) Taxation

Taxation for the year comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable income for the year and is measured using the tax rates that have been enacted or substantially enacted at the balance sheet date. Adjustment is made to recognise any over or under provision of tax expense in the previous year.

Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred taxation assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred taxation is measured using the tax rates that are expected to apply to the period when the asset is realized or the liability is settled based on the rate that have been enacted or substantially enacted by the Balance Sheet date.

(l) Foreign Currency Transaction

Foreign currency transactions are converted into Ringgit Malaysia at the approximate rate ruling at the date of transactions.

Assets and liabilities in foreign currencies which are outstanding as at balance sheet date are converted into Ringgit Malaysia at the approximate rate of exchange ruling at that date.

All exchange differences are taken to the income statement.

(m) Impairment of Assets

At each balance sheet date, the Group reviews the carrying amounts of its assets other than inventories and financial assets to determine whether there is any indication of impairment. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount is the higher of an asset’s net selling price and its value in use, which is measured by reference to discounted future cash flows.

An impairment loss is charged to the income statement immediately. An impairment loss in respect of goodwill is not reversed. In respect of other assets subsequent increase in the recoverable amount of an asset is treated as reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is also recognised in the income statement immediately.




(n) Financial Instruments

Financial instruments are recognised in the balance sheet when the Group have become a party to the contractual provisions of the instruments.

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

Financial instruments carried on the balance sheet include cash, bank balances, receivables and payables. The particular recognition methods adopted are disclosed in the individual accounting policy statements associated with each item.

(o) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and all its subsidiary companies made up to the end of the financial year.

The results of subsidiary companies acquired or disposed during the year are included in the consolidated financial statements from the date of acquisition or to the date of disposal. Intragroup transactions are eliminated on consolidation.

The difference between the purchase price over the fair value of the net assets of subsidiary companies at the date of acquisition is included in the consolidated balance sheet as goodwill or reserve arising on consolidation. Goodwill or reserve arising on consolidation is not amortised. Goodwill on consolidation is reviewed at each balance sheet date and will be written down for impairment where it is considered necessary.

All the subsidiary companies are consolidated using the acquisition method of accounting.

(p) Revenue Recognition

Revenue from sale of goods is recognised when the goods are delivered whereas, revenue from investments income is recognised when the right has been established.

All other income is recognised on the accrual basis, unless collectibility is in doubt.

(q) Interest Capitalisation

Interest incurred on external borrowings related to property, plant and equipment under construction are capitalised until the assets are ready for their intended use.

(r) Employee Benefits

Obligations for contributions to defined contribution plans are recognised as an expense in the income statement as and when incurred. As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund (“EPF”).




(s) Cash and Cash Equivalents

Cash comprises cash in hand, at bank and demand deposits.

Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, against which the bank overdraft, if any, is deducted.



3. NON-CURRENT ASSETS HELD FOR SALE

Prepaid Investment Total

Lease Property

Payments - Long Leasehold

Land and

Building

RM RM RM

(i) Group

2008

Cost

At 1 January 2008 2,486,043 787,240 3,273,283

Additions 129,661 - 129,661

At 31 December 2008 2,615,704 787,240 3,402,944

Accumulated Depreciation

At 1 January 2008 3,727 12,835 16,562

Charge for the year 2,796 4,278 7,074

At 31 December 2008 6,523 17,113 23,636

Net Book Value

At 31 December 2008 2,609,181 770,127 3,379,308

2007

Cost

At 1 January 2007 2,377,319 787,240 3,164,559

Additions 108,724 - 108,724

At 31 December 2007 2,486,043 787,240 3,273,283

Accumulated Depreciation

At 1 January 2007 1,067 4,278 5,345

Charge for the year 2,660 8,557 11,217

At 31 December 2007 3,727 12,835 16,562

Net Book Value

At 31 December 2007 2,482,316 774,405 3,256,721



3. NON-CURRENT ASSETS HELD FOR SALE (Cont’d)

(i) Group (Cont’d)

The prepaid lease payments expires in the year of 2926.

Included in addition during the year of prepaid lease payments is term loan interest capitalized of RM129,661 (2007 – RM104,482).

Prepaid lease payments with a net book value of RM2,609,181 (2007 – RM2,482,316) is pledged as security for term loan facility granted (Note 14(b)(i)).

(ii) Company

Investment Property - Long Leasehold Land and Building

2008 2007 RM RM Cost At 1 January and 31 December 787,240 787,240

Accumulated Depreciation At 1 January 12,835 4,278 Charge for the year 4,278 8,557

At 31 December 17,113 12,835

Net Book Value At 31 December 770,127 774,405

The lease expires in 2097. The title deed to the leasehold land and building is yet to be issued by the relevant authorities.

The investment property is pledged to a bank for banking facilities granted to a subsidiary company (Note 14 (b)(ii)).



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

(c) Group and Company

(i) Details of property, plant and equipment under hire purchase:

Group Company 2008 2007 2008 2007 RM RM RM RM Motor vehicles and machineries - Net book value at the year end 2,012,635 2,621,750 371,447 680,880

(ii) Net book value of property, plant and equipment pledged as security for bank borrowings are as follows:

Group 2008 2007 RM RM

Leasehold building (Note 14) 11,319,907 11,598,733 Freehold land and building (Note 14) 7,726,969 7,786,989

19,046,876 19,385,722

5. PREPAID LEASE PAYMENTS

Group 2008 2007 RM RM Cost At 1 January 5,872,248 8,249,567 Additions - 108,724 Reclassified as held for sale - (2,486,043)

At 31 December 5,872,248 5,872,248

Accumulated Depreciation At 1 January 653,476 528,149 Charge for the year 124,391 129,054 Reclassified as held for sale - (3,727)

At 31 December 777,867 653,476

Net Book Value At 31 December 5,094,381 5,218,772

The leases expire in the year of 2045,2053 and 2926.



5. PREPAID LEASE PAYMENTS (Cont’d)

Leasehold land with a net book value of RM5,094,381 (2007 – RM5,218,772) are pledged as securities for banking facilities granted to subsidiary companies (Note 14(b)(i)).

6. Investment in Subsidiary Companies Company 2008 2007 RM RM

(i) Unquoted shares, at cost 61,977,002 61,977,002

Amounts owing by subsidiary companies 6,111,816 3,961,215

Amounts owing to subsidiary companies 517,633 425,542

(a) The Group’s equity interests in the subsidiary companies, their respective principal activities and countries of incorporation are stated in Note 26.

(b) The amounts owing by/(to) subsidiary companies are unsecured, interest free with no fixed terms of repayment.

(ii) Included in the investment in subsidiaries is an amount of RM37.215 million, being the premium over the net tangible assets of Vintage Tiles Industries Sdn. Bhd. (“VTI”) arising from the acquisition of entire equity interest in VTI in the year 2003. As at the date of this balance sheet, the Net Assets of VTI is RM24.001 million, an increase of RM1.421 million from the date VTI was acquired. The board is of the opinion that the premium paid is fair and hence has not made provision for impairment.

7. INTANGIBLE ASSET Group 2008 2007 RM RM

Goodwill arising from consolidation Balance brought forward and carried forward 24,625,675 24,625,675

8. INVENTORIES Group 2008 2007 RM RM

Raw materials 698,067 1,254,038 Finished goods 1,090,203 2,613,704 Spare parts 841,032 669,651

2,629,302 4,537,393



9. OTHER RECEIVABLES

Group Company 2008 2007 2008 2007 RM RM RM RM

Sundry receivables 147,812 1,394,020 - - Deposits paid 369,823 364,179 81,759 81,759 Prepayments 813,057 582,581 - 15,872

1,330,692 2,340,780 81,759 97,631

Group

Included in sundry receivables is a balance due from a minority shareholder of a subsidiary company amounting to NIL (2007 – RM1,218,990) which is unsecured, interest free and has no fixed terms of repayment.

10. FIXED DEPOSITS - GROUP

The fixed deposits amounting to RM4,000 (2007 – RM4,000) belonging to a subsidiary has been pledged to financial institutions for banking facilities granted to the subsidiary.

11. OTHER PAYABLES


Sundry payables 2,239,034 2,552,068 651,597 515,683 Deposits received 689,297 500 - - Accruals 2,478,009 2,121,560 1,333,243 946,209

5,406,340 4,674,128 1,984,840 1,461,892

12. AMOUNTS OWING TO DIRECTORS

The amounts owing to the directors are unsecured, interest free with no fixed terms of repayment.



13. HIRE PURCHASE PAYABLES Group Company 2008 2007 2008 2007 RM RM RM RM Minimum hire purchase payment: - Not later than one year 523,544 521,091 98,283 121,485 - Later than one year and not later than five years 935,554 1,268,476 318,462 444,869 - Later than five years 1,995 109,557 - 107,562

1,461,093 1,899,124 416,745 673,916 Less: Future interest charges (158,924) (214,970) (54,192) (85,814)

Present value of hire purchase liabilities 1,302,169 1,684,154 362,553 588,102

Repayable as follows: Current liabilities - Not later than one year 437,374 428,853 73,955 95,607

Non-current liabilities - Later than one year and not later than five years 862,807 1,149,843 288,598 389,025 - Later than five years 1,988 105,458 - 103,470

864,795 1,255,301 288,598 492,495 Interest rates per annum on hire purchases for the year % 3.89–10.85 3.89–10.85 3.89–5.87 3.89–5.87

14. BORROWINGS Group 2008 2007 RM RM Secured Current Trade bills payable 5,576,260 4,310,797 Term loan 386,543 1,746,212

5,962,803 6,057,009 Non-current Term loan 9,546,862 8,591,952

15,509,665 14,648,961

Repayable as follows: - Not later than one year 386,543 6,057,009

- Later than one year and not later than two years 2,566,972 1,531,574 - Later than two years and not later than five years 7,222,640 3,147,142 - Later than five years 5,333,510 3,913,236

15,123,122 8,591,952



14. BORROWINGS (Cont’d)

(a) The effective interest rates per annum of the borrowings are as follows:

Group 2008 2007

Trade bills payables 3.85% - 3.95% 3.65% - 3.85%

Term loan 7.75% - 8.92% 7.75% - 8.92%

(b) The borrowings are secured by:

(i) First party fixed legal charges over the subsidiaries leasehold and freehold land and buildings (Notes 3(i), 4(c)(ii)) and 5);

(ii) Third party first fixed charge over the Company’s investment property (Note 3); and

(iii) Corporate guarantees by the Company.

15. SHARE CAPITAL

Group and Company 2008 2007 RM RM Authorised: Ordinary shares of RM1 each 500,000,000 500,000,000

Issued and Fully Paid-Up:

Ordinary shares of RM1 each 97,486,002 97,486,002

16. MEDIUM TERM NOTES - SECURED

Group

A subsidiary, Tirai Impresif Sdn. Bhd., has implemented a Medium Term Notes (“MTN”) Programme for amounts up to RM100,000,000 nominal value. The purpose of the MTN Programme is to finance working capital requirements of specific contracts or projects obtained by the Company and/or its subsidiaries.

The MTN Programme, which has been approved by the Securities Commission on 27 April 2006, can be utilised during its 10 year tenure commencing from the date of the first issue under the said programme.

The MTN 2006/2008 amounting to RM2,000,000 being the first issue, was made on 20 October 2006 with a coupon rate of 6.2% and with a 2 year maturity, repayable in full on 20 October 2008.



16. MEDIUM TERM NOTES – SECURED (Cont’d)

Group (Cont’d)

The MTN is secured by the following:

(i) Memorandum of Charge on the share capital of the subsidiary; (ii) Assignment of proceeds of the relevant contract or project; and (iii) Corporate Guarantee of the Company.

On 19 March 2008, Tirai Impresif Sdn. Bhd. repurchased the first issue of the MTN 2006/2008 amounting to RM2,000,000 at a rate of 5.9%.

The repurchase was made using Tirai Impresif Sdn. Bhd. internally generated funds.

Tirai Impresif Sdn. Bhd. terminated the MTN programme on 31 March 2009.

17. DEFERRED TAXATION


Balance brought forward - 405,209 Reversal of temporary differences (Note 21) - (405,209)

Balance carried forward - -

(i) The components of deferred tax liabilities and assets at the end of the financial year comprise tax effect of:

Group Company 2008 2007 2008 2007 RM RM RM RM Deferred tax liabilities - Temporary differences arising from capital allowances 5,535,319 4,398,199 116,083 39,691 Deferred tax assets - Unabsorbed capital allowances (3,462,102) (2,998,134) (90,543) (39,691) - Unabsorbed tax losses (2,073,217) (1,400,065) (25,540) -

- - - -



17. DEFERRED TAXATION (CONT’D)

(ii) The unrecognised deferred tax assets are as follows:

Group Company 2008 2007 2008 2007 RM RM RM RM Unabsorbed capital allowances 1,016,806 270,838 - 37,205 Unabsorbed tax losses 3,717,132 2,536,325 137,479 476,664

4,733,938 2,807,163 137,479 513,869

18. (A) REVENUE

Group Company 2008 2007 2008 2007 RM RM RM RM Net invoiced value of sales 23,071,101 33,085,423 - - Management fee income - - 1,880,000 1,680,000

23,071,101 33,085,423 1,880,000 1,680,000

(B) COST OF SALES

Cost of sales of the Group represents cost of production, cost of goods sold and other direct costs incurred.

Included in the cost of sales are:


Rental paid 37,880 39,590 - - Rental of tractor and equipment 403,930 199,677 - - Rental of crane 330 1,420 - - Depreciation of property, plant and equipment 1,282,196 1,462,421 - -



19. PROFIT/(LOSS) FROM OPERATIONS

Group Company 2008 2007 2008 2007 RM RM RM RM This is arrived at after charging/(and crediting):

Allowance for doubtful debts - 1,214,148 - - Audit fee - Current year 32,920 32,500 5,500 5,500 - Underprovision in prior year - 800 - 500 Amortisation of prepaid lease payments 127,187 129,054 - - Consultant and professional fee 23,597 115,934 - - Depreciation - Property, plant and equipment 1,613,494 1,771,393 168,123 197,620 - Investment property 4,278 8,557 4,278 8,557 Interest income - (14,994) - - Loss on disposal of property, plant and equipment 207,754 65,531 89,084 - Gain on foreign currency transaction (realised) - (8,622) - - Rental paid 234,990 413,400 90,000 240,000 Bad debt written off - 103 - - Rental of equipment 250 4,450 - - Medium Term Notes interest 20,620 124,000 - - Waiver of advance from former director (100,000) - (100,000) - Other receivables written off 1,218,990 - - -

20. FINANCE COSTS


Finance costs comprise the following:

Bank overdraft interest 557,194 695,378 - - Hire purchase interest 70,210 127,920 14,450 30,450 Term loan interest 746,512 742,987 - - Trade bills payable charges and interest 266,149 189,747 - - Trust receipt interest 20,543 5,903 - - Banker acceptance interest - 20,486 - - Other interest - 3,357 - -



21. TAXATION

(a) Tax expense/(income) Group Company 2008 2007 2008 2007 RM RM RM RM

- Current tax expense - - - - - Underprovision in prior year - 372 - - Deferred taxation (Note 17) - (405,209) - -

- (404,837) - -

(b) Reconciliation of tax expense/(income) with accounting loss:


Loss before taxation (7,402,159) (10,210,486)

Tax at rate of 26% (2007 - 27%) (1,924,561) (2,756,831) Non-deductible expenses 995,584 1,018,676 Non-taxable income - (3,895) Balancing charges - 52,591 Current tax loss carried forward 1,175,655 1,724,500 Utilisation of capital allowances - (35,634) Utilisation of losses brought forward (246,678) - Underprovision of current tax in prior years - 372 Reversal of temporary differences - (405,209) Current tax loss not recognised - 593

Tax income - (404,837)

Company 2008 2007 RM RM

Profit/(Loss) before taxation 251,078 (1,153,495)

Tax at rate of 26% (2007 – 27%) 65,280 (311,444) Non-deductible expenses 181,398 126,440 Current tax loss carried forward - 185,004 Utilisation of losses brought forward (246,678) -

Tax expense - -



22. LOSS PER SHARE

Basic loss per ordinary share Group 2008 2007 RM RM

Loss for the year (7,402,159) (9,805,649)

Weighted average number of ordinary shares in issue 97,486,002 97,486,002

Basic loss per ordinary share (sen) (7.59) (10.06)

Basic loss per share is calculated by dividing the net loss for the year by the weighted average number of ordinary shares in issue during the year.

The diluted earnings per share is not applicable as there was no dilutive potential ordinary shares outstanding at the balance sheet date.

23. STAFF COSTS


Staff costs 3,986,489 6,210,282 692,209 1,385,105

Included in staff costs are the following: - Directors’ fee 14,000 24,000 - - - Directors’ salaries, allowances and bonus - Directors of the Company 100,602 414,700 100,602 414,700 - Director of a subsidiary company 26,000 108,000 - -

24. CASH AND CASH EQUIVALENTS

Group Company 2008 2007 2008 2007 RM RM RM RM Fixed deposits with licensed banks 4,000 2,150,674 - - Cash and bank balances 311,902 332,140 11,900 14,561 Bank overdraft (8,461,771) (9,781,413) - -

(8,145,869) (7,298,599) 11,900 14,561 Fixed deposits held as security (4,000) (4,000) - -

(8,149,869) (7,302,599) 11,900 14,561



25. DIRECTORS’ EMOLUMENTS – GROUP AND COMPANY

Apart from the amount disclosed under directors’ emoluments in the income statement, the estimated money value of other benefits received by the directors of the Company during the year, otherwise than in cash amounted to RM3,250 (2007 – RM47,850).

26. LIST OF SUBSIDIARY COMPANIES

Name Equity interest % Principal Activities 2008 2007

(a) Vintage Tiles Industries 100 100 Manufacturing and Sdn. Bhd. trading of roof tiles

(b) Vintage Tiles Holdings 100 100 Investment holding and Sdn. Bhd. trading of roof tiles and roof related products

(c) Vintage Tiles Industries 100 70 Manufacturing of and (EM) Sdn. Bhd. trading of roof tiles

(d) Vintage Roofing & 100 100 Supply and laying of roof Construction Sdn. Bhd. tiles and installation of roofing on a consignment basis

(e) Newsteel Building Systems 80 80 Manufacture, supply and Sdn. Bhd. (Note) installation of steel related building materials

(f) Subsidiary of Vintage Roofing & Construction Sdn. Bhd.

- Tirai Impresif Sdn. Bhd. 100 100 Borrow and raise money by issuance of debt securities and debentures

- VTI Consortium Sdn. Bhd. 100 100 Dormant

NoteAudited by a firm other than Omar Arif & Co.



27. TRADE RECEIVABLES Group 2008 2007 RM RM

Trade receivables 18,024,391 12,301,711 Less: Allowance for doubtful debts (1,214,148) (1,214,148)

16,810,243 11,087,563

28. SIGNIFICANT TRANSACTION WITH RELATED CORPORATIONS

2008 2007 RM RM

Management fees charged to subsidiary companies 1,880,000 1,680,000

29. SEGMENTAL INFORMATION

Segmental information is presented in respect of the Group’s business segment.

Revenue Loss before Tax 2008 2007 2008 2007 RM RM RM RM

Manufacturing and trading 21,865,777 29,222,212 (5,464,239) (7,883,222)1 Construction contract 2,770,967 8,668,797 (1,937,920) (2,327,264)

24,636,744 37,891,009 (7,402,159) (10,210,486) Inter-segment eliminations (1,565,643) (4,805,586) - -

23,071,101 33,085,423 (7,402,159) (10,210,486)

30. FINANCIAL RISK MANAGEMENT POLICIES

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s business whilst managing its risks. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.

(a) Foreign Currency Risk

The exposure to foreign currency risk of the Group is minimal as a result of its normal trading activities. The Group may use hedging techniques to minimise the raw material and production machineries parts which are imported from overseas.



30. FINANCIAL RISK MANAGEMENT POLICIES (Cont’d)

(b) Interest Rate Risk

The Group is able to meet its financial obligations through a combination of internally generated funds and external financing. All the borrowings are interest bearing. Fixed and floating rate borrowings are set to reduce the impact of an upward change in interest rates while enabling benefits to be enjoyed if interest rates fall.

(c) Credit Risk

The credit risk is controlled by the applications of credit approvals, limits and monitoring procedures. The Group does not have any major concentration of credit risk related to any financial instruments. Credit risks are minimised and monitored on an ongoing basis via the Group management reporting procedures.

Fair Value

The face value for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair value.

31. CONTINGENT LIABILITIES

Company 2008 2007 RM RM Corporate guarantees given to banks for credit facilities granted to subsidiaries 24,512,000 30,510,000

Corporate guarantees issued to third parties in respect of trade facilities of subsidiaries 7,000,000 7,000,000

32 SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

Proposed Reconstruction of Balance Sheet under Section 176 Companies Act 1965

The Board of Directors have on 30 April 2009, appointed MIMB Investment Bank to carry out the following proposals:

(i) Proposed Balance Sheet Reconstruction under Section 176, Companies Act, 1965, whereby the Company reconstruct the balance sheets with a view to reducing the accumulated losses and this reconstruction exercise is envisaged to involve a share capital reduction exercise (“Proposed Balance Sheet Reconstruction”).

(ii) Proposed Rights Issue. Upon completion of the Proposed Balance Sheet Reconstruction, the Company will implement a fund raising exercise which will comprise of a rights issue of new ordinary shares (“Proposed Rights Issue”)



32 SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE (Cont’d)

Proposed Reconstruction of Balance Sheet under Section 176 Companies Act 1965 (Cont’d)

The Company will take the necessary steps to obtain the following approvals for the abovementioned proposals:

(a) approval from the Securities Commission for the Proposed Rights Issue;

(b) approval from the shareholders of the Company at an Extraordinary General Meeting to be convened;

(c) approval from Bursa Malaysia Securities Berhad for the listing and quotation of the securities to be issued pursuant to the abovementioned proposals;

(d) sanction from the High Court of Malaya for the Proposed Balance Sheet Reconstruction; and

(e) approvals from any other relevant parties as may be required.

The Abridged Prospectus and related forms to be issued to the shareholders of the Company will be forwarded to the Securities Commission for approval/clearance and will thereafter be lodged with the Securities Commission and the Registrar of Companies.

Auditors’ Report – Pages 26 & 27



A. SHARE CAPITAL

Authorised Share Capital : RM500,000,000.00 Issued and Paid-Up Capital : RM 97,486,002.00 Class of Shares : Ordinary Shares of RM1.00 each Voting Rights : One vote for each ordinary share held

B. ANALYSIS BY SIZE OF SHAREHOLDINGS

NO. OF HOLDERS % NO. OF SHARES %1 - 99 3,430 47.29 126,884 0.13

100 - 1,000 1,343 18.52 638,048 0.66

1,001 - 10,000 1,707 23.53 8,202,291 8.41

10,001 - 100,000 668 9.21 20,787,900 21.32

100,001 - 4,874,299 102 1.41 35,692,399 36.61

4,874,300 AND ABOVE 3 0.04 32,038,480 32.87

(5% OF ISSUED SECURITIES)

TOTAL 7,253 100.00 97,486,002 100.00

C. DIRECTORS’ SHAREHOLDINGS AS AT 20 MAY 2009

Substantial Shareholders

Direct Indirect

No. of Shares Held

Percentage Held

No. of Shares Held

Percentage Held

1 Dato’ Lim Sin Khong 16,717,987 17.15 - -

2 Dato’ Beh Hang Kong 9,577,700 9.82 1,971,300 (a) 2.02

3 Cheah Suan Lee 6,967,193 7.15 - -

(a) Deemed interested by virtue of the substantial shareholdings in Gangsa Mewah Sdn Bhd pursuant to Section 6A of the Companies Act.

Directors’ interests in shares

Direct Indirect

No. of Shares

Held

Percentage Held

No. of Shares Held

Percentage Held

Dato’ Lim Sin Khong 16,717,987 17.15 - -

Dato’ Beh Hang Kong 9,577,700 9.82 1,971,300 (1) 2.02

Wong Yew Sen - - - -

Chin Sui Yin - - - -

Lim Kuan Yew (Alternate director to Dato’ Lin Sin Khong)

- - - -

(1) Deemed interested by virtue of the substantial shareholdings in Gangsa Mewah Sdn Bhd pursuant to Section 6A of the Companies Act.

ANALYSIS OF SHAREHOLDINGSAs at 20 May 2009


TOP 30 LARGEST SECURITIES ACCOUNT HOLDERS AS AT 20 MAY 2009

HOLDER NAME SHARES HELD PERCENTAGE1. DATO’ LIM SIN KHONG 10,000,000 10.26

2. AMSEC NOMINEES (TEMPATAN) SDN BHDQUALIFIER: PLEDGED SECURITIES ACCOUNT FOR DATO’ BEH HANG KONG

8,924,600 9.15

3. CHEAH SUAN LEE 6,967,193 7.15

4. DATO’ LIM SIN KHONG 2,417,987 2.48

5. MAYBAN SECURITIES NOMINEES (TEMPATAN) SDN BHDQUALIFIER: PLEDGED SECURITIES ACCOUNT FOR ONG THUAN MING (REM 148-MARGIN)

2,034,289 2.09

6. SAMSUDDIN BIN ISMAIL 2,030,000 2.08



9. GANGSA MEWAH SDN BHD 1,397,600 1.43

10. LAN CHE SWEE @ LAU CHI SWEE 1,019,900 1.05

11. TAN HONG LAI 965,700 0.99

12. TAN CHEWI LAN 931,800 0.96

13. KENANGA NOMINEES (TEMPATAN) SDN BHDQUALIFIER: PLEDGED SECURITIES ACCOUNT FOR YAU SEE HING

806,000 0.83

14. RTMC INVESTMENTS LIMITED 750,000 0.77

15. LIM SWEE YEN 700,000 0.72

16. LENG SENG HENG @ LIM SIN HING 681,036 0.70

17. DATO’ LIM SIN KHONG 677,493 0.69

18. NG MEW LENG 672,500 0.69

19. TAN KIN CHOO 670,000 0.69

20. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHDQUALIFIER: PLEDGED SECURITIES ACCOUNT FOR DATO’ BEH HANG KONG (8026695)

653,100 0.67

21. CHEE WEE LIAM 593,000 0.61

22. CHAN SEK TAI 587,800 0.60

23. NG KEOK HOON 572,200 0.59

24. MAYBAN SECURITIES NOMINEES (TEMPATAN) SDN BHDQUALIFIER: PLEDGED SECURITIES ACCOUNT FOR DATO’ LIM SIN KHONG (REM 679)

571,300 0.59

25. NG MEW LENG 562,000 0.58

26. STEPHEN WONG YEE ONN 552,800 0.57

27. TAN KOK SING 502,000 0.51

28. KOK CHENG KAR 501,000 0.51

29. CITIGROUP NOMINEES (TEMPATAN) SDN BHDQUALIFIER: PLEDGED SECURITIES ACCOUNT FOR CHEONG FOOK CHEE (470020)

498,700 0.51

30. AMSEC NOMINEES (TEMPATAN) SDN BHDQUALIFIER: PLEDGED SECURITITES ACCOUNT FOR TAN CHEWI LAN

461,000 0.47

50,752,205 52.06

TOTAL ISSUED SHARES: 97,486,002

ANALYSIS OF SHAREHOLDINGSWithout Aggregating Securities from Different Securities Accounts Belonging to the Same Person

REGISTERED OWNER

TITLE / LOCATION

DESCRIPTION EXISTING USE

APPROXIMATE LAND AREA

APPROXIMATE BUILT-UP AREA

TENURE DATE OF ACQUISITION

/ LAST EVALUATION

APPROXIMATE AGE OF

BUILDING

NET BOOK VALUE

AS AT 31 DECEMBER

2008(RM’000)

VTI HS (D) 43658 PT 633 / Lot 12021, Kawasan Perindustrian Nilai FASA 1, 71800 Nilai, Negeri Sembilan, Malaysia

Industrial land with a single storey detached factory building and ancillary buildings

Industrial 348,741 sq ft 73,627 sq ft Leasehold 60 years expiring on 27 September 2045

8 March 2002

6 years 8,737

VTI HS (D) LP6762 - 6771 No. PT 2539 - 2548, Langkap Light Industrial Park, Jalan Chui Chak, 36700 Langkap, Perak, Malaysia

Industrial land with a single storey detached factory, single storey office block and ancillary buildings

Industrial 236,739 sq ft 97,721 sq ft Leasehold 60 years expiring on 29 November 2053

4 June 2002

12 years 8,080

VTI Lot 677, Rawang Hi-Tech Industrial Park, Mukim Rawang, Daerah Gombak, Selangor Darul Ehsan, Malaysia

Industrial land with a single storey detached factory, two storey office block and ancillary buildings

Industrial 304,069 sq ft 47,418 sq ft Freehold 18 December 2001

4 years 7,767

VVB PN 4081 Lot 391, Mukim of Tanah Rata, District of Cameron Highlands, Pahang Darul Makmur

Bungalow House

Residential 5,400 sq ft 2,500 sq ft Leasehold 99 years expiring 31 August 2097

24 December 2005

4 years 774

VTI (EM) Mile 16.5, Jalan Tuaran

General flat property developed with several light industrial buildings

Industrial 246,383 sq ft - 999 years commencing from 4th August 1927

24 March 2006

- 2,482

LIST OF PROPERTIES


VTI VINTAGE BERHAD (589167-W)

Proxy Form

I / We (��________________________________________________________________________

NRIC No. / Passport No. / Company No. ___________________________________________________________________

of___________________________________________________________________________________________________

being a member / members of VTI VINTAGE BERHAD, hereby appoint_________________________________________

NRIC No. / Passport No. ________________________________________________________________________________

of___________________________________________________________________________________________________

and/or _______________________________________________________________________________________________

of___________________________________________________________________________________________________

NRIC No. / Passport No. ________________________________________________________________________________

as my / our proxy to vote and act on my / our behalf at the Seventh Annual General Meeting of VTI Vintage Berhad (“VVB”

or “the Company”) to be held at Room Utara 1, Level 2, Crystal Crown Hotel, 12, Lorong Utara A, Off Jalan Utara, 46200

Petaling Jaya, Selangor Darul Ehsan on Friday, 26 June 2009 at 10.00 a.m. and at any adjournment thereof.

NO. RESOLUTIONS FOR AGAINST

1. Ordinary Resolutions

To receive the Audited Financial Statements for the financial year ended 31

December 2008 and Reports of the Directors’ and Auditors thereon.

2. To approve the payment of Directors’ fees of RM14,000.00 to the directors of the

Company.

3. To re-elect Mr. Chin Sui Yin as Director.

4. To re-appoint Messrs. Omar Arif & Co. as Auditors of the Company.

5. As Special Business :-

To approve the ordinary resolution pursuant to Section 132D of the Companies Act,

1965.

n 132D of the Companies Act, 1965.(Please indicate with ‘X’ how you wish to cast your vote. In the absence of specific directions, the proxy may vote or abstain from

voting on the resolutions as he/she may think fit.)

Signed this ___________ day of ______________________, 2009.

Signature : ____________________________________________________

(If shareholder is a corporation, this form should be executed under seal)

NUMBER OF SHARES HELD

NOTES:

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The proportions of my/our

holdings to be represented by

my/our proxies are as follows:-

First Proxy

No. of Shares: ……………

Percentage : ……………….%

Second Proxy

No. of Shares: ……………

Percentage : ……………….%

Fold this flap for sealing

2nd fold here

1st fold here

AFFIXSTAMP

The Company SecretaryVTI Vintage Berhad (Company No. 589167-W)Suite 11.05B, Level 11, The Gardens South Tower Mid Valley City, Lingkaran Syed Putra59200 Kuala Lumpur

Documents

MANAGING DIRECTOR’S STATEMENT 2009. 6. 4. · Kesihatan, Kementrian Pertahanan, and Kementrian Pendidikan. As a result, despite adverse economic situation, the Group has increased