OKA CORPORATION BHD ( Incorporated in Malaysia under the

( Incorporated in Malaysia under the Companies Act, 1965 )

OKA CORPORATION BHD( 519941-H)

2008annual reportCONTENTS

NOTICE OF ANNUAL GENERAL MEETING

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

CORPORATE INFORMATION

PROFILE OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE REPORT

STATEMENT ON CORPORATE GOVERNANCE

ADDITIONAL COMPLIANCE INFORMATION

STATEMENT ON INTERNAL CONTROL

CHAIRMAN’S STATEMENT

CORPORATE SOCIAL RESPONSIBILITY

SHAREHOLDING STATISTICS

LIST OF PROPERTIES

FINANCIAL STATEMENTS

PROXY FORM

2 - 3

4 - 5

6

7 - 9

10 - 12

13 - 17

18

19 - 20

21

22

23 - 25

26 - 27

29 - 72

ENCLOSED

OKA CORPORATION BHD2008 Annual Report2

NOTICE IS HEREBY GIVEN THAT the Eighth Annual General Meeting of OKA Corporation Bhd will be held at Hotel Impiana Casuarina, No. 18 Jalan Raja Dr. Nazrin Shah 30250 Ipoh, Perak Darul Ridzuan on Friday, 22 August, 2008 at 11.00 a.m. for the following purposes:

1. To receive the Audited Financial Statements for the year ended 31 March 2008 together with the Reports of the Directors and Auditors thereon.

2 Todeclareafirstandfinaldividendof3sen less26% incometax in respectoffinancialyearended31March2008.

3. ToapprovepaymentofDirectors’ fees for thefinancialyearended31March2008.

4 To re-elect the following directors who retire pursuant to Article 82 of the Company’s Articles of Association, and being eligible, have offered themselves for re-election:

a. Mr. Chok Hooa @ Chok Yin Fatt, PMP b. En. Sharifuddin Bin Shoib, AMP

5. To re-appoint Messrs KPMG as auditors of the Company for the ensuing year and toauthorizetheDirectorstofixtheirremuneration.

6. AsSpecialBusiness Toconsiderand, if thoughtfit, topass thefollowingResolutionswithorwithout

modifications:-

Ordinary Resolutions 6.1 AuthoritytoallotandissuesharespursuanttoSection132DoftheCompanies

Act,1965 “That subjectalways to theCompaniesAct,1965,ArticlesofAssociation

of the Company and approvals from the relevant Regulatory Authorities, where such approval is necessary, full authority be and is hereby given to theDirectorspursuanttoSection132DoftheCompaniesAct,1965toissueandallotnotmorethantenpercent(10%)ofthetotalissuedandpaidupshare capital of the Company for the time being at any time upon such terms and conditions and for such purposes as the Directors may in their absolutediscretiondeemfitandthatsuchauthorityshallcontinueinforceuntilconclusionofthenextAnnualGeneralMeetingoftheCompany.”

6.2 AuthoritytoissuesharespursuanttotheExecutives’ShareOptionScheme “That pursuant to Section 132D of the Companies Act,1965 and the

Articles of Association of the Company, the Directors be and are hereby authorized to issue and allot shares in the Company, at any time pursuant to theexerciseof options inaccordancewith the termsandconditionsoftheOKACorporationBhdExecutives’ShareOptionScheme,whichwasapprovedbytheShareholdersattheExtraordinaryGeneralMeetingheldon31October,2003.”

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

Notice Of Annual General Meeting

(Resolution1)

(Resolution2)

(Resolution3)

(Resolution4)(Resolution5)

(Resolution6)

(Resolution7)

(Resolution8)

OKA CORPORATION BHD2008 Annual Report 3

NOTICE ISALSOHEREBYGIVEN thatafirstandfinaldividendof3 sen less26% incometax inrespectof the financial yearended31March2008, ifapprovedby the shareholdersat theEighth Annual General Meeting, will be paid on 18 November, 2008 to shareholders whose names appear in the Record of Depositors at the close of business on 31 October 2008.

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 31 October, 2008 in respect of ordinary transfers; and

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

By Order of the Board

LowHorFoong(MAICSA0763512)NgWaiLuen(MIA10467)Company Secretaries

Ipoh31 July 2008

Notes:1.AproxymaybutneednotbeamemberoftheCompanyandtheprovisionsofSection149(1)

(b)oftheActshallnotapplytotheCompany.

2.TobevalidtheproxyformdulycompletedmustbedepositedattheregisteredofficeoftheCompany not less than 48 hours before the time for holding the meeting.

3.Amembershallbeentitledtoappointatleastoneproxytoattendandvoteatthesamemeeting,providedthattheprovisionsofSection149(1)(c)oftheActarecompliedwith.

4.Whereamemberappointsmorethanoneproxytheappointmentshallbeinvalidunlesshespecifiestheproportionsofhisholdingstoberepresentedbyeachproxy.

5. Iftheappointorisacorporation,thisformmustbeexecutedunderitscommonsealorunderthehandofanofficerorattorneydulyauthorised.

6.Explanatorynotesonspecialbusiness: a)OrdinaryResolutionNo.7 The proposed Ordinary Resolution No. 7, if passed, will empower the Directors to allot and

issueshares intheCompanyuptoanamountnotexceedinginaggregate10%oftheissued share capital of the Company for the time being. This authority, unless revoked orvariedatageneralmeeting,willexpireat thenextAnnualGeneralMeetingof theCompany.

b)OrdinaryResolutionNo.8 The proposed Ordinary Resolution No. 8, if passed, will empower the Directors to allot

andissuesharespursuanttotheexerciseofoptionsundertheExecutives’ShareOptionScheme and in accordance with its terms and conditions.

Notice Of Dividend Entitlement And Payment Dates


1. NAMES OF INDIVIDUALS WHO ARE STANDING FOR RE-ELECTION a. Mr. Chok Hooa @ Chok Yin Fatt, PMP b. En. Sharifuddin Bin Shoib, AMP

TheDirectorsnamedin(a)and(b)areretiringbyrotationinaccordancewithArticle82oftheCompany’s Articles of Association.

2. DETAILS OF ATTENDANCE OF DIRECTORS AT BOARD MEETINGS

Four Board Meetings were held during the financial year ended 31 March, 2008. Details ofattendance of Directors at the Board Meetings are as follows:

Name Attendance % En. Sharifuddin Bin Shoib, AMP 4/4 100 Ir. Ong Koon Ann 4/4 100 Mdm. Quah Seok Keng 4/4 100 Mr. Ong Choo Ian 4/4 100 Mr. Chok Hooa @ Chok Yin Fatt, PMP 4/4 100 Mr. Gan Boon Koo @ Gan Boon Kiu 4/4 100

3. DATE, TIME AND PLACE OF BOARD MEETINGS

Date Time Place

Thursday,31May2007 11.40a.m. RegisteredOffice 6,LebuhrayaChateau, Off Persiaran Kampar, 30250 Ipoh,Perak Darul Ridzuan

Thursday,30August2007 1.00p.m. RegisteredOffice 6,LebuhrayaChateau, Off Persiaran Kampar, 30250 Ipoh,Perak Darul Ridzuan

Thursday,29November2007 3.30p.m. RegisteredOffice 6,LebuhrayaChateau, Off Persiaran Kampar, 30250 Ipoh, Perak Darul Ridzuan

Monday,25February2008 12.00p.m. RegisteredOffice 6,LebuhrayaChateau, Off Persiaran Kampar, 30250 Ipoh, Perak Darul Ridzuan

Statement Accompanying Notice of Annual General Meeting


4. DETAILS OF INDIVIDUALS WHO ARE STANDING FOR REELECTION AS DIRECTORS a. Name : Mr. Chok Hooa @ Chok Yin Fatt, PMP Age : 61 Nationality : Malaysian PositionintheCompany : IndependentNon-ExecutiveDirector Qualification : Bachelor degree in Business Studies from Curtin University of

Technology, Australia : Master of Business Administration from University of Strathclyde,

United Kingdom : Chartered Accountant of the Malaysian Institute of Accountants : MemberoftheMalaysianInstituteofCertifiedPublicAccountants

Fellow Member of CPA Australia Fellow member of the Institute of Chartered Secretaries and

Administrators

Workingexperienceand : 1974to1982–UACBerhad occupation : 1982 until todate - Mr. Chok Hooa @ Chok Yin Fatt, PMP was

appointed to the Board on 12 July 2000. He joined Yee Lee Corporation Bhd in 1982 as a Chief Accountant and was appointed to its Board in 1990. He was appointed to the Board of Spritzer Bhd in2001.Hehasextensiveexperience in thefieldsoffinancialmanagement, accounting and corporate secretarial functions.

Other directorships in : Yee Lee Corporation Bhd public companies Spritzer Bhd

Securities holdings in the : 42,441 ordinary shares in OKA Corporation Bhd Company and its Mr. Chok Hooa @ Chok Yin Fatt, PMP does not have any securities subsidiaries holdings in any subsidiaries of the Company. (asat30June2008)

Family relationship with : None any director and/or major shareholder

Anyconflictofinterest : None List of convictions for : None offences within the past ten years

b. Name : En. Sharifuddin Bin Shoib, AMP Age : 60 Nationality : Malaysian PositionintheCompany : IndependentNon-ExecutiveDirector Qualification : DegreeinMechanicalEngineeringfromAustralia Registered professional engineer in Malaysia Member of the Institute of Engineers, Malaysia Workingexperienceand : 1970to1983–workedinUACBhd occupation January to July 1983 – Deputy Manager in Heavy Industries

Corporation of Malaysia Bhd July1983toJune1994–firstasFactoryManager,thenpromotedto

GeneralManagerandsubsequentlyasExecutiveDirectorinDijayaCorporationBhd(PreviouslyknownasJasaMegahIndustriesBhd)CurrentlysitsontheBoardofRubberexCorporation(M)BerhadandistheChairmanofRubberThreadIndustries(M)SdnBhd.

Otherdirectorshipsin : RubberexCorporation(M)Berhad public companies

Securities holdings in the : Company and its subsidiaries (asat30June2008) Family relationship with : None any director and/or major shareholder Anyconflictofinterest : None List of convictions for : None offences within the past ten years

Statement Accompanying Notice of Annual General Meeting (cont’d)

En. Sharifuddin Bin Shoib, AMP has a direct interest of 582,093 ordinary shares in OKA Corporation Bhd. He does not have any securities holdings in any subsidiaries of the Company.


BOARD OF DIRECTORS

IndependentNon-ExecutiveChairmanEncik Sharifuddin Bin Shoib, AMP

Group Managing DirectorIr. Ong Koon Ann

ExecutiveDirectorsMdm. Quah Seok KengMr. Ong Choo Ian

IndependentNon-ExecutiveDirectorsMr. Chok Hooa @ Chok Yin Fatt, PMPMr. Gan Boon Koo @ Gan Boon Kiu

COMPANY SECRETARIES

Mr.NgWaiLuen(MIA10467)Ms.LowHorFoong(MAICSA0763512)

AUDIT COMMITTEE

ChairmanMr. Chok Hooa @ Chok Yin Fatt, PMPMembersMr. Gan Boon Koo @ Gan Boon KiuEncik Sharifuddin Bin Shoib, AMP

NOMINATION COMMITTEE

ChairmanEncik Sharifuddin Bin Shoib, AMPMembersMr. Chok Hooa @ Chok Yin Fatt, PMPMr. Gan Boon Koo @ Gan Boon Kiu

REMUNERATION COMMITTEEChairman Mdm. Quah Seok KengMembersMr. Chok Hooa @ Chok Yin Fatt, PMPEncik Sharifuddin Bin Shoib, AMP

EXECUTIVES’ SHARE OPTION SCHEME COMMITTEE

ChairmanIr. Ong Koon AnnMembersMdm. Quah Seok KengMr. Ng Wai Luen

AUDITORS

KPMGChartered Accountants

SHARE REGISTRARS

PFA Registration Services Sdn. Bhd.41,JalanMedanIpoh6Bandar Baru Medan Ipoh31400 Ipoh, Perak Darul Ridzuan

Telephone : 05-5451222Facsimile : 05-5459222

REGISTERED OFFICE

6,LebuhrayaChateauOff Persiaran Kampar30250 Ipoh, Perak Darul Ridzuan

Telephone : 05-2542741, 05-2542745Facsimile : 05-2532403, 05-2411851E-mail : [email protected] : www.oka.com.my

SUBSIDIARY COMPANIES

OKA Concrete Industries Sdn BhdOKA Engineering & Trading Sdn BhdOKAReadymixedConcreteSdnBhdReal Charisma Sdn BhdPembinaan Cahaya Emas Sdn Bhd

PRINCIPAL BANKERS

Malayan Banking BhdRHB Bank BerhadAlliance Bank Malaysia BerhadUnitedOverseasBank(Malaysia)Bhd

STOCK EXCHANGE LISTING

Bursa Malaysia Securities BerhadMain BoardSector : Industrial ProductsStock Name : OKAStock Code : 7140

Corporate Information


ProfileOfTheBoardOfDirectors

EN. SHARIFUDDIN BIN SHOIB, AMPAge 60, MalaysianIndependent Non-Executive Chairman

Encik Sharifuddin Bin Shoib was appointed to the Board of OKA Corporation Bhd on 30 August 2000 andappointedasChairmanon21November2002.HeholdsaBachelorofEngineering(Mechanical)from Australia which was obtained in 1974 and became a member of the Institution of Engineers, Malaysia in 1988. Encik Sharifuddin bin Shoib had previously joined Dijaya Corporation Bhd (previously knownasJasaMegahIndustriesBhd)asFactoryManagerinJuly1983andwaspromotedtoGeneralManagerandsubsequentlytoExecutiveDirectorfromAugust1991to30June1994.PriortojoiningDijaya Corporation Bhd, he held various positions in UAC Bhd from 1970 to 1983. He was the Deputy Manager in Heavy Industries Corporation of Malaysia Bhd from January 1983 to July 1983.

EncikSharifuddinBinShoibsitsontheBoardofRubberexCorporation(M)BhdandistheChairmanofRubberThreadIndustries(M)SdnBhdaswellasRealCharismaSdnBhd.HeistheChairmanoftheNomination Committee, member of the Audit Committee and Remuneration Committee of OKA Corporation Bhd.

Encik Sharifuddin Bin Shoib does not have any family relationship with the directors and/or major shareholder of theCompany.Hehas noconflict of interestandhas hadnoconvictions foranyoffences within the past ten years.

EncikSharifuddinBinShoibattendedallthefourBoardMeetingsoftheCompanyheldinthefinancialyear ended 31 March 2008.

IR. ONG KOON ANNAge 64, MalaysianGroup Managing Director

Ir. Ong Koon Ann was appointed to the Board of Directors of OKA Corporation Bhd on 21 February 2002. He is also the managing director of OKA Concrete Industries Sdn Bhd which was founded in 1981. Graduated from Bolton Institute of Technology in United Kingdom in 1970, he is a Registered Professional Engineer in Malaysia and Singapore and a Chartered Engineer by profession.

Ir. Ong Koon Ann is a member of the Institution of Civil Engineers and Institution of Highways & Transportation, United Kingdom; Institution of Engineers Malaysia and Institution of Engineers Singapore.

Before Ir. Ong Koon Ann started OKA Concrete Industries Sdn Bhd, he had served as management consultant in a similar company in 1974 to 1981. Prior to this, he had worked with consultant companies in the United Kingdom dealing in highway and power station projects in Singapore and Malaysia.

Ir.OngKoonAnnisChairmanoftheExecutives’ShareOptionCommitteeoftheCompany.Hedoesnot have any other directorships of public companies.

Ir. Ong Koon Ann is the spouse of Mdm Quah Seok Keng and father of Mr. Ong Choo Ian. Both Mdm. QuahSeokKengandMr.OngChooIanareExecutiveDirectorsoftheCompany.

Hehasnoconflictofinterestandhashadnoconvictionsforanyoffenceswithinthepasttenyears.

Ir.OngKoonAnnattendedallthefourBoardMeetingsoftheCompanyheldinthefinancialyearended 31 March 2008.


ProfileOfTheBoardOfDirectors(cont’d)

MDM. QUAH SEOK KENGAge 61, Singaporean (Permanent Resident of Malaysia)Executive Director

Mdm. Quah Seok Keng was appointed to the Board of Directors of OKA Corporation Bhd on 21 February2002.SheistheExecutiveDirectorofOKAConcreteIndustriesSdnBhdsinceitsincorporationin1981.SheisinvolvedinfinancialmanagementandmanagingtheGroup’ssalesdepartment.Sheisalso currently overseeing the marketing department of OKA Concrete Industries Sdn Bhd.

SheistheChairmanoftheRemunerationCommitteeandamemberoftheExecutives’ShareOptionCommittee of the Company and does not have any other directorships of public companies.

Mdm. Quah Seok Keng is the spouse of Ir. Ong Koon Ann and mother of Mr. Ong Choo Ian. Ir. Ong KoonAnnistheGroupManagingDirectorwhileMr.OngChooIanistheExecutiveDirectoroftheCompany.

She has no conflict of interest and has had no convictions for any offenceswithin the past tenyears.

Mdm.QuahSeokKengattendedallthefourBoardMeetingsoftheCompanyheldinthefinancialyear ended 31 March 2008.

MR. ONG CHOO IANAge 31, MalaysianExecutive Director

Mr.OngChooIanwasappointedtotheBoardofDirectorsofOKACorporationBhdon26August2005.He holds a Bachelor Degree in Civil Engineering with Honours and Master of Science in Engineering Business Management from the University of Warwick, United Kingdom in 1997 and 1998 respectively. He is a graduate member of the Institution of Civil Engineers, United Kingdom, Institution of Structural Engineers, United Kingdom and the Institution of Engineers Malaysia.

Mr. Ong Choo Ian joined OKA Concrete Industries Sdn Bhd in 1999 as Purchasing Manager and was promotedtoGeneralManager–Purchasingin2003.CurrentlyhesitsontheboardofOKAConcreteIndustries Sdn Bhd and Real Charisma Sdn Bhd.

Mr. Ong Choo Ian is the son of Ir. Ong Koon Ann, Group Managing Director and Madam Quah Seok Keng,ExecutiveDirectorofOKACorporationBhd.Hehasnoconflictof interestandhashadnoconvictions for any offences within the past ten years.

Mr.OngChooIanattendedallthefourBoardMeetingsoftheCompanyheldinthefinancialyearended 31 March 2008.


ProfileOfTheBoardOfDirectors(cont’d)

MR. CHOK HOOA @ CHOK YIN FATT, PMPAge 61, MalaysianIndependent Non-Executive Director

Mr. Chok Hooa @ Chok Yin Fatt was appointed to the Board of Directors of OKA Corporation Bhd on 12 July 2000. He holds a Bachelor Degree in Business Studies from Curtin University of Technology, Australia (formerly known as Western Australia Institute of Technology) and Master of BusinessAdministration from University of Strathclyde, United Kingdom. He is a Chartered Accountant of theMalaysian InstituteofAccountants,andmemberof theMalaysian InstituteofCertifiedPublicAccountants and fellow member of CPA Australia. He is also a fellow member of the Institute of Chartered Secretaries and Administrators.

Mr. Chok Hooa @ Chok Yin Fatt joined Yee Lee Corporation Bhd. in 1982 as Chief Accountant and was promoted to the Board of Directors in 1990. Prior to joining Yee Lee, he was attached for 8 years from1974to1982toUACBhd.Hehasextensiveexperienceinthefieldsoffinancialmanagement,accounting, marketing and corporate secretarial functions.

Presently Mr. Chok Hooa @ Chok Yin Fatt also sits on the Boards of Spritzer Bhd. and Yee Lee Organization Bhd. He is the Chairman of the Audit Committee; member of the Remuneration Committee and Nomination Committee of OKA Corporation Bhd.

Mr. Chok Hooa @ Chok Yin Fatt does not have any family relationship with any director and/or major shareholder of theCompany.Hehas noconflict of interestandhas hadnoconvictions foranyoffences within the past ten years.

Mr. Chok Hooa @ Chok Yin Fatt attended all the four Board Meetings of the Company held in the financialyearended31March2008.

MR. GAN BOON KOO @ GAN BOON KIUAge 47, MalaysianIndependent Non-Executive Director

Mr. Gan Boon Koo was appointed to the Board of OKA Corporation Bhd on 21 February 2002. He obtainedhisDiplomainBusinessStudies(Financial)fromtheTunkuAbdulRahmanCollegeandisamemberoftheAssociationofCharteredCertifiedAccountants(UK).HeisaCharteredAccountantof the Malaysian Institute of Accountants.

Mr. Gan Boon Koo is presently the General Manager of Finance & IT of Mardec Berhad. He was appointed as a director of Mardec International Sdn Bhd, a subsidiary of Mardec Bhd on 30 June 2005. Prior to this he was the Group Accountant of a public listed trading company. He has gained extensiveexperienceincorporatefinanceandrestructuringexercisesthroughhisattachmentwithseveral public listed companies involved in the property, trading and services and construction industries from 1989 to 2004.

Mr. Gan Boon Koo is also a member of the Audit Committee and Nomination Committee of OKA Corporation Bhd.

Mr. Gan Boon Koo does not have any family relationship with any director and/or major shareholder oftheCompany.Hehasnoconflictofinterestandhashadnoconvictionsforanyoffenceswithinthe past ten years.

Mr.GanBoonKoohasattendedallthefourBoardMeetingsoftheCompanyheldinthefinancialyear ended 31 March 2008.


Audit Committee Report

COMPOSITION

The composition of the Company’s Audit Committee, appointed by the Board from amongst its members,comprisesthreememberswhoareIndependentNon-ExecutiveDirectors.

ChairmanMr.ChokHooa@ChokYinFatt,PMP(IndependentNon-ExecutiveDirector)

MembersMr.GanBoonKoo@GanBoonKiu(IndependentNon-ExecutiveDirector)En.SharifuddinBinShoib,AMP(IndependentNon-ExecutiveDirector)

TERMS OF REFERENCE

Membership

The Audit Committee shall be appointed by the Board of Directors from amongst their members and shallconsistofnolessthanthreemembers,comprisingexclusivelyNon-ExecutiveDirectorsinlinewiththe Malaysian Code of Corporate Governance, which was revised on 1 October, 2007. At least one member of the Audit Committee:

(i) mustbeamemberoftheMalaysianInstituteofAccountants;or(ii) ifhe isnotamemberof theMalaysian InstituteofAccountants,hemusthaveat least three

years’workingexperience;and (a)hemusthavepassedtheexaminationsspecifiedinPartIofthe1stScheduleoftheAccountants

Act,1967;or (b)hemustbeamemberofoneoftheassociationsofaccountantsspecifiedinPartIIofthe1st

ScheduleoftheAccountantsAct,1967;or(iii) musthaveadegree/master/doctorateinaccountingorfinanceandatleastthreeyears’post

qualificationexperienceinaccountingorfinance;or(iv) musthaveat leastsevenyears’experiencebeingachieffinancialofficerofacorporationor

havingthefunctionofbeingprimarilyresponsibleforthemanagementofthefinancialaffairsofa corporation.

Mr. Chok Hooa @ Chok Yin Fatt is a fellow member of CPA Australia and a member of the Malaysian InstituteofCertifiedPublicAccountantswhilstMr.GanBoonKoo@GanBoonKiuisamemberoftheAssociationofCharteredCertifiedAccountants(UK).BothMr.ChokandMr.GanarealsoCharteredAccountants of the Malaysian Institute of Accountants. The Company is therefore in compliance with Paragraph15.10(1)(c)(i)ofBursaMalaysiaSecuritiesBerhadListingRequirements.

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

AllmembersoftheAuditCommitteeincludingtheChairmanwillholdofficeonlyaslongastheyserveas directors of the Company. Should any member of the Audit Committee cease to be a director of the Company, his membership in the Audit Committee would cease forthwith.

If a member of the Audit Committee ceases to be a member resulting in the number being reduced to less than three, the Board shall within three months of that event, appoint such new members to make up the minimum number.


Audit Committee Report (cont’d)

Authority

The Audit Committee shall be granted the authority to investigate any activity of the Company and its subsidiaries and all employees shall be directed to co-operate as required by members of the Committee. The Committee shall be empowered to obtain the necessary resources and to retainpersonshaving specialcompetenceasnecessary toassist theCommittee in fulfilling itsresponsibilities.

The Audit Committee shall have direct communication channels with the external auditors andinternalauditors.Theyshallbeempoweredtoconvenemeetingswiththeexternalauditors,withoutthepresenceoftheexecutivedirectors,wheneverdeemednecessary.

Duties and Responsibilities

The functions of the Audit Committee shall be to:

1. reviewwiththeexternalauditors,theauditplan;scopeofauditandtoevaluatetheauditreportsbefore recommending for Board of Directors’ approval.

2.reviewwiththeinternalandexternalauditors,theirevaluationofthesystemofinternalaccountingcontrols.

3.reviewtheperformanceof theexternalauditorsandmake recommendation to theBoardontheir appointment and remuneration.

4. review the scope, functions and resources of the outsourced internal auditors.

5. review the internal audit plan and their audit report.

6.reviewthequarterlyresultsandyearendfinancialstatementsforrecommendationtotheBoardof Directors for approval.

7. review any related party transactions that may arise within the Company and the Group.

8. perform such other functions as may be agreed to by the Committee and the Board.

Meetings

Four(4)meetingswereheldduringthefinancialyearended31March,2008andtheattendanceofthe members at the Audit Committee Meetings are as follows:

31 May, 200730 August, 200729 November, 200725 February, 2008


Audit Committee Report (cont’d)

Name AttendanceMr. Chok Hooa @ Chok Yin Fatt, PMP 4 / 4Mr. Gan Boon Koo @ Gan Boon Kiu 4 / 4Ir.OngKoonAnn(resignedon30November2007) 3/4En.SharifuddinBinShoib,AMP(appointedon30November2007) 1/4

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

DuringtheyeartheAuditCommitteehadfulfilleditsobligationasrequiredunderitstermsofreference.The following is a summary of the main activities carried out by the Committee:

(a) reviewedandapprovedannualauditplanpreparedbyinternalandexternalauditors;

(b) reviewedtheinternalandexternalauditors’reportsandconsideredthemajorfindingsbytheauditors and management’s responses thereto;

(c) reviewedtheunauditedquarterlyfinancialresultsandtheauditedfinancialstatementsoftheCompany and of the Group prior to submission to the Board of Directors for consideration and approval before public release;

(d) reviewedtherelatedpartytransactionsenteredintobytheCompanyandtheGroup;

(e) reviewedtheadequacyandcomplianceoftheprinciplesofcorporategovernanceassetoutin Part 1 of the Malaysian Code on Corporate Governance;

(f) reviewedprincipalrisksoftheGroupanddesignofrisk-basedinternalauditplan;

(g) evaluatedperformanceoftheexternalauditorsandmaderecommendationtotheBoardofDirectors on their reappointment and audit fees;

(h) reviewed compliance to Bursa Malaysia Securities Berhad listing requirements, applicableaccountingstandards inMalaysia,provisionoftheCompaniesAct1965andother legalandregulatory requirements;

(i) reviewedthefunctionsandroleoftheRiskManagementCommittee;and

(j) verifiedtheallocationofoptionspursuanttotheExecutives’ShareOptionScheme.

SUMMARY OF ACTIVITIES OF THE OUTSOURCED INTERNAL AUDITORS

The Internal Auditors adopt a risk-based approach applying the principles of COSO (Committee of SponsoringOrganisationsoftheTreadwayCommission).Thisincludesindependentassessmentoftheadequacy,efficiencyandeffectivenessoftheGroup’sinternalcontrolsystem.Theauditassignmentsalso include areas on asset management, risk management, human resources, payroll processing, production, cash collection and credit control, inventory, purchasing and sales operations and internal quality control pertaining to ISO 9001:2000 compliance. Audit reports incorporating audit findings and recommendations for corrective action on the systemand controlweaknesses arepresented to the management and thereafter to the Audit Committee for appraisal and review.


Statement On Corporate Governance

The Board of Directors fully appreciates the importance of adopting high standards of corporate governance within the Group. As such the Board is committed in ensuring that the Best Practices setoutintheMalaysianCodeonCorporateGovernance(the“Code”)areappliedthroughouttheGroup as a fundamental part of discharging its responsibilities to protect and enhance shareholder value.

Set out below are the corporate governance principles and practices that were applied during the financialyearended31March2008.

BOARD OF DIRECTORS

The Board

TheBoardcurrentlyhassixmembers,comprisingthreeExecutiveDirectorsandthreeIndependentNon-ExecutiveDirectors.TheDirectorsareequallyaccountableunderthelawfortheproperhandlingof the Group’s affairs. All Directors are from diverse professional background with a wide range of knowledgeandexperience vital towards theeffective leadershipandcontinued successof theGroup.AbriefprofileofeachDirectorispresentedonpages7to9.

Board Balance

There is a clear division of responsibilities between the Chairman and the Managing Director of the Group to ensure a proper balance of power and authority. The Chairman is responsible for ensuring Board effectiveness and conduct whilst the Managing Director has overall responsibilities over organizationaleffectivenessandtheimplementationofBoardpoliciesanddecisions.TheExecutiveDirector is generally responsible for making and implementing operational decisions. The Board is alsoawareoftheimportantroleplayedbytheIndependentNon-ExecutiveDirectorsincontributingtowards the formulation of policies and the decision making process.

TheBoard is satisfied that thecurrent Boardcomposition fairly reflects the investmentofminorityshareholdersintheCompany.TheIndependentDirectorsconstitute50%oftheBoardwhichcomplieswith the guidelines of the Malaysian Code on Corporate Governance.

To ensure that the Group is managed effectively, the Board has committed to meet at least four times a year, usually before the announcement of the quarterly results to the Bursa Malaysia Securities Berhad(“BursaMalaysia”),withadditionalmeetingsconvenedwhenevertheneedsarise.Duringthefinancialyearended31March2008fourBoardmeetingswereheldandtherecordofattendancewere as follows:-

Name AttendanceEncik Sharifuddin Bin Shoib 4 / 4Ir. Ong Koon Ann 4 / 4Mdm. Quah Seok Keng 4 / 4Mr. Ong Choo Ian 4 / 4Mr. Chok Hooa @ Chok Yin Fatt 4 / 4Mr. Gan Boon Koo @ Gan Boon Kiu 4 / 4


Supply of Information

All Directors are provided with reports and other relevant information on a timely manner, covering various aspects of the Group’s operations. This is to enable the Directors to participate actively in the overall management of the Company and to effectively discharge their duties and responsibilities.

All Directors have access to the advice and services of the Company Secretaries in carrying out their duties.

Directors’ Training

AlltheDirectorshavecompletedtheMandatoryAccreditationProgramme(“MAP”)andattendedvarious training programmes under the Continuing Education Programme (“CEP”) for Directorspursuant to Bursa Malaysia Securities Berhad Listing Requirements.

The Board acknowledges that continuous education is vital in keeping them abreast with developments in the market place and with new statutory and regulatory requirements, besides enhancing professionalism and knowledge in enabling them to discharge their roles in an effective manner.

ThetrainingprogrammesandseminarsattendedbytheDirectorsinfinancialyearended31March2008areonareasrelatingtocorporategovernancepractices,taxation,auditing,accounting,listingrequirements updates, information technology, investment strategy, and rules and regulations.

Re-election and Appointment of Directors

In accordance with the Company’s Articles of Association, all newly appointed Directors are subject tore-electionbytheshareholdersatthefirstAnnualGeneralMeetingaftertheirappointments.TheArticles also provide that one third of the remaining Directors be subject to re-election by rotation at each annual general meeting provided always that all Directors including the Managing Director shallretirefromofficeonceatleastineachthreeyearsbutshallbeeligibleforre-election.

The Board has empowered the Nomination Committee to consider and make recommendations to the Board for the continuation in service of those Directors who are due for retirement and recommendation of new Directors, if required to enhance the composition of the Board.

As an integral element of the process of appointing new Directors, the Nomination Committee will ensure that Directors will undergo familiarization programme, which includes visits to the Group’s variousofficesandfactorypremisesandmeetingswithseniormanagementasappropriate.Thisistofacilitate their understanding of the Group’s activities. Directors will also receive such further training that may be required from time to time to keep them abreast with relevant changes in laws and regulations, and the business environment.

BOARD COMMITTEES

The following Board Committees have been established to assist the Board in discharging its responsibilities:

(i) AuditCommittee TheAuditCommitteeconsistsof threemembers,comprisingall IndependentNon-Executive

Directors. Its composition and terms of reference are as set out on pages 10 to 12 of the Annual Report.

Statement On Corporate Governance(cont’d)


(ii) NominationCommittee TheNominationCommittee has threemembers comprisingall IndependentNon- Executive

Directors.ThiscommitteeisresponsibleforassessingtheperformanceofexistingDirectorsandidentifying, nominating, recruiting, appointing and orientation of new Directors. It assists the BoardinreviewingtherequiredmixofskillsandexperienceoftheDirectors.

Meetings of the Nomination committee are held as and when required. The Members met once inthefinancialyearended31March2008withfullattendance.

(iii) RemunerationCommittee

TheRemunerationCommitteehasthreememberscomprisingtwoIndependentNon-ExecutiveDirectors and one Executive Director. The Committee is responsible for setting the policyframework and for making recommendations to the Board on all elements of remuneration and termsofemploymentofExecutiveDirectorsandseniormanagement.Non-ExecutiveDirectors’remuneration will be a matter to be decided by the Board as a whole with the Director concerned abstaining from deliberations and voting decisions in respect of his individual remuneration.

(iv) Executives’ShareOptionScheme(“ESOS”)Committee

TheESOSCommitteehasthreememberscomprisingtwoExecutiveDirectorsandoneSeniorManagement Staff. The committee is responsible for administering the scheme in accordance with the objectives and regulations thereof and to determine participation eligibility, option offers and share allocations and to attend to such other matters as may be required.

DIRECTORS’ REMUNERATION

The details of the remuneration for Directors of the Company paid or payable by the Company for thefinancialyearunderreviewareasfollows:-

Salaries Fees Bonus Others Total RM’000 RM’000 RM’000 RM’000 RM’000ExecutiveDirectors 731 38 64 106 939Non-ExecutiveDirectors - 38 - 41 79

Directors’ remuneration are broadly categorized into the following bands :

Number Of DirectorsRange of remuneration Executive Non-Executive Directors DirectorsRM 0 to RM 50,000 - 3RM 100,001 to RM 150,000 1 -RM 300,001 to RM 350,000 1 -RM 400,001 to RM 500,000 1 -

The fees payable to Directors are subject to the approval of shareholders.



SHAREHOLDERS

Dialogue between the Company and Investors

Shareholders are kept well informed of developments and performances of the Group through disclosurestotheBursaMalaysiaandpress(whereappropriate)aswellastheAnnualReport.TheAnnual Report contains all the necessary disclosures in addition to facts and figures about theGroup.

The Company values dialogues with its shareholders, potential investors, institutional investors and analystand iswillingtomeetupwithanyonetoexplainor furtherclarifyany informationalreadydisclosedinitsAnnualReportorBursaMalaysiaannouncements.TheBoardhasidentifiedMr.ChokHooa@Chok Yin Fatt, an IndependentNon-ExecutiveDirector, to answer anyqueries or clarifyany matters concerning the Group. Shareholders may also contact the Company Secretaries for information at all times.

General Meetings

Notices of Annual and Extraordinary General Meetings of the Group and related papers aredistributedtoshareholderswithina reasonableandsufficient timeframe.Adequatetime isgivenduringtheAnnualandExtraordinaryGeneralMeetingstoallowshareholderstoseekclarificationsorask questions on pertinent and relevant matters.

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board aims to present a balanced, clear and meaningful assessment of the Company’s andtheGroup’sfinancialpositionsandprospects inall their reports to theshareholders, investorsand regulatory authorities. This assessment is primarily provided in the Annual Report through the Chairman’s Statement and the Audited Financial Statements.

The quarterly results announcements reflect the Board’s commitment to give regular updatedassessments on the Company’s and the Group’s performance.

Internal Control

The Board acknowledges that it is responsible for maintaining a system of internal controls which providesreasonableassessmentofeffectiveandefficientoperations,internalfinancialcontrolsandcompliance with laws and regulations as well as with internal procedures and guidelines.

The Group’s system of internal controls is designed to provide reasonable but not absolute assurance against the risks of material errors, fraud or losses occurring. It is possible that internal control may be circumvented or overridden. Furthermore, because of changing circumstances and conditions, the effectiveness of an internal control system may vary from time to time. The rationale of the system of internal controls is to enable the Group to achieve its corporate objectives within an acceptable risk profilebutitcannotbeexpectedtoeliminateallrisks.

The statement on internal control provides an overview of the state of internal controls within the Group and is set out on pages 19 to 20.



Relationship with Auditors

TheBoardhasdelegatedthefunctionofreviewingitsrelationshipwiththeexternalauditorstotheAuditCommittee.TheroleoftheAuditCommitteeinconnectionwithitsrelationshipwiththeexternalauditors is stated on pages 10 to 12 in the Report of the Audit Committee.

COMPLIANCE WITH BEST PRACTICES OF CORPORATE GOVERNANCE

The Group has complied with the Best Practices of Corporate Governance as set out in the Code throughoutthefinancialyearended31March,2008.TheBoardisoftheopinionthatanyrisksarisingfromitsbusinessoperationsduringthefinancialyearwereadequatelyaddressedwithitssystemofinternal controls and risk management framework in place.

DIRECTORS’ RESPONSIBILITY STATEMENT

TheDirectorsare requiredby theCompaniesAct,1965(theAct) topreparefinancial statementsforeachfinancialyearwhichgiveatrueandfairviewofthestateofaffairsoftheGroupandtheCompanyandtheirresultsandcashflowsforthatyear.

TheDirectors consider that inpreparing the financial statements for the financial yearended31March, 2008 as set out on pages 29 to 72, the Group has adopted applicable approved Financial ReportingStandardsissuedbytheMalaysianAccountingStandardsBoard(MASB)andtheprovisionsof theCompaniesAct, 1965 inMalaysia,consistentlyappliedand supportedby reasonableandprudent judgements and estimates.

The Directors are responsible for ensuring that proper accounting records are kept which disclose withreasonableaccuracythefinancialpositionoftheGroupandtheCompanytoenablethemtoensurethatthefinancialstatementscomplywiththeAct.Theyhaveageneralresponsibilityfortaking such steps as are reasonably open to them to safeguard the assets of the Group to prevent and detect fraud and other irregularities.



The following information is provided in accordance with Paragraph 9.25 of Bursa Malaysia Securities BerhadListingRequirementsassetoutinAppendix9Cthereto.

1. SHARE BUYBACK TheCompanyhasnotpurchasedanyofitsownsharesduringthefinancialyearended31March,

2008.

2. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES NooptionswereexercisedduringthefinancialyearinrespectoftheCompany’sExecutiveShare

OptionScheme(ESOS).TheCompanydidnotissueanyconvertiblesecuritiesorwarrantsforthefinancialyearunderreview.

3. AMERICAN DEPOSITORY RECEIPT (ADR) OR GLOBAL DEPOSITORY RECEIPT (GDR) PROGRAMME TheCompanydidnotsponsoranyADRorGDRprogrammeduringthefinancialyearended31

March, 2008.

4. SANCTIONS AND/OR PENALTIES IMPOSED Sincetheendofthepreviousfinancialyear,therewerenosanctionsand/orpenaltiesimposed

on the Company and its subsidiaries, Directors or management by the relevant regulatory bodies.

5. NON-AUDIT FEES PAID TO EXTERNAL AUDITORS Theamountofnon-auditfeespaidtoexternalauditorsbytheCompanyanditssubsidiariesforthe

financialyearended31March,2008amountstoRM8,000.

6. VARIATION IN RESULTS Therewasnovarianceof10%ormorebetweentheresultsforthefinancialyear2008andthe

unaudited results previously announced.

7. PROFIT GUARANTEE TherewasnoprofitguaranteegivenbytheCompanyduringthefinancialyear2008.

8. MATERIAL CONTRACTS There were no material contracts entered into by the Company and its subsidiary companies

involving Directors and major shareholders which were either entered into since the end of the previousfinancialyearorstillsubsistingasattheendofthefinancialyear2008.

9. CONTRACTS RELATING TO LOANS There were no contracts relating to loans made by the Company in respect of the abovementioned

contracts.

10. REVALUATION The Group has undertaken to revalue its landed properties comprising land and buildings every

fiveyearstoreflecttocurrentmarketvalueofassetsinitsaccounts.

11. UTILIZATION OF PROCEEDS RAISED FROM CORPORATE PROPOSALS TheCompanydidnot raiseany funds fromanycorporateproposalsduring the financial year

ended 31 March 2008.

Additional Compliance Information


Statement On Internal Control

1. Introduction The Malaysia Code on Corporate Governance requires listed companies to maintain a sound

system of internal control to safeguard shareholders’ investments and Group’s assets. Pursuant toParagraph15.27(b)of theBursaMalaysia Securities Berhad ListingRequirements, theBoardof Directors of OKA Corporation Bhd is pleased to make the following statement on the state of internalcontroloftheGroupforthefinancialyearended31March2008.

2. Board’s Responsibilities The Board recognizes that internal control is an integral part of managing risks in an effort to

achieve corporate objectives. As such, the Board acknowledges that it is responsible for maintaining a system of internal control which provides reasonable assurance of effective and efficientoperations,financialcontrolsandcompliancewithlawsandregulationsaswellaswithinternally set procedures and guidelines safeguarding shareholders’ investments and the Group’s assets. The Group’s system of internal control is designed to provide reasonable but not absolute assurance against risks of material errors, fraud or losses from occurring. In view of the limitations that are inherent in any system of internal control, the Group’s internal control system is applied to manage rather than to eliminate the risk of failure in achieving the business objectives.

3. Internal Audit Function TheGroup’sInternalAuditfunctionhasbeenoutsourcedtoafirmofconsultants(“InternalAuditor”).

The internal audit function provides assurance of the effectiveness of the system of internal control within the Group. The Internal Auditor conducts independent reviews of the key activities within the Group’s operating units based on Annual Audit Plan which was approved by the Board of Directors. TheAuditCommitteeconsiders findings from internal audit and frommanagement,beforereportingandmakingrecommendationstotheBoard.TheCommitteepresentsitsfindingsto the Board on a quarterly basis.

4. Risk Management Framework The process of determining risks forms part of the Group’s internal control environment. As a result,

the following initiatives have been undertaken by the management and Board:

(a)TheGroup’sriskmanagementareashadbeenidentifiedandtheCompany’scompliancewiththeprincipleandbestpracticewasbasedontheCodeconductedbyexternalconsultantsin2002;

(b)ARiskManagementCommittee(“RMC”)comprisingtheManagingandExecutiveDirectors

and senior management was established on 1 October 2003; (c) Risk management meetings were held semi-annually to update the risks and mitigating

controlstoproduceadetailedriskregister.Keyrisksidentifiedarescoredforlikelihoodoftherisks occurring and the magnitude of its impact;

(d)RecommendationsfromtheRMCwereforwardedtorelateddepartments;

(e)AuditCommitteereviewsthefindingsoftheRMCandriskregisteroftheGroup; During the year, the Board has in place a process of identifying, evaluating and managing

significantriskencounteredbytheGroup.


Statement On Internal Control (cont’d)

5. Other Risk And Control Processes Apart from risk management and internal audit, the Board has put in place an organisational

structure with the appropriate lines of responsibility, delegation of authority and accountability. The procedures include the establishment of limits of authority coupled with the publication of Safety & Health Manual and Quality Manual which highlight policies on safety and health as well as quality.

Fromanaccountingperspective,consolidatedmonthlymanagementaccountsandfinancialanalysis are prepared which allowed top management to focus on areas of concern. All access to the assets and records of the Group are adequately safeguarded and controlled to reduce the risk of unauthorised use.

The Group’s individual operating units are managed by managers who are responsible for the conduct and performance of their businesses in accordance with the organisation’s goals. The Group’s performance ismonitoredby theGroupManagingDirector, ExecutiveDirectors andsenior management team. Senior management meetings were conducted quarterly to share information, monitor the progress of various operating units and to decide upon operational matters. TheGroupManagingDirectoralso reports to theBoardon significantchanges in thebusinessandtheexternalenvironment.Inaddition,theBoardandAuditCommitteealsoreviewthe quarterly results to monitor the Group’s progress towards achieving its objectives. The General ManagerprovidestheBoardwithquarterlyfinancialinformation.Whereareasofimprovementinthesystemofinternalcontrolareidentified,theBoardconsiderstherecommendationmadebythe Audit Committee and the Management.

6. Weaknesses In Internal Control That Result In Material Losses There were no material losses incurred during the financial year under review as a result of

weaknesses in internal control. Management continues to take measures to strengthen the control environment.

7. Review Of Effectiveness The Board is of the opinion that the Group’s present system of internal control is satisfactory and

sufficient to safeguard theGroup’s interest. TheBoard remainscommitted towardsenhancingthe system of internal control to support all types of businesses and operations within the OKA Corporation Bhd group of companies.

8. Review Of The Statement By External Auditors The External Auditors have reviewed the Internal Control Statement in accordance with the

Recommended Practice Guide (RPG) 5, Guidance for Auditors on the Review of Directors’Statement on Internal Control, for inclusion in the Annual Report 2008.


Chairman’s Statement

On behalf of the Board of Directors, it gives me great pleasure to present the Annual Report of OKACorporationBhdforthefinancialyearended31March2008.

Financial Overview

TheGroup’srevenuecontinuedtogrowforthefinancialyearended31March2008,registeringanincreaseof25%toRM82,414,226fromRM65,948,425inthepreviousfinancialyear.

Againsttheimprovedrevenue,theGrouphasturnedarounditsfinancialpositiontoanaftertaxprofitofRM1,518,873fromanaftertaxlossofRM2,028,083inthepreviousfinancialyear.Correspondingly,basicearningsperordinaryshareforthecurrentfinancialyearimprovedto2.53senascomparedtoalossof3.37senperordinaryshareinthepreviousyear.Duringthefinancialyear,theGrouphasalsoperformed a revaluation of its freehold land and properties resulting in a revaluation surplus (net of tax)ofRM2,306,110.Asaresult,theGroupnetassetspershareincreasedby5sentoRM1.24(netofdividendpayoutduringtheyear)ascomparedtoRM1.19inthepreviousyear.TheGroup’sbalancesheet remains strongwith lowgearingand shareholder’s fundshave increasedby3.8%over thepreviousfinancialyeartoRM74,352,850asat31March2008.

Dividend

In line with the Group’s policy to pay dividends as long as the Group performance remains satisfactory, theBoardhasproposedafirstandfinaldividendof3senpershareless26%taxation(2007:2.5senpershareless27%taxation)amountingtoRM1,332,466tobepaidinrespectoffinancialyear2008.The proposed dividend if approved, will be paid on 18 November 2008.

Prospects

InfrastructuredevelopmentinMalaysiaisexpectedtoincreasewiththeimplementationofthe9thMalaysian Plan. As a result, the Board is fairly optimistic that the Group will continue with its growth trend for the financial yearending31March2009.However, theGroup facesan inherent riskofa potential global recession which may result in an economic slow down. In addition, the risks of increasing cost of manufacturing resulting from further increase in energy cost, steel and cement prices remain and may pose a major challenge to the Group in trying to maintain its competitive edge.Effortshavebeenmadetomaximizevaluefromourcurrentoperationthroughthecontinuousdevelopmentofnewproducts,productsenhancement,costefficiencymeasures,prudentcreditcontrol policy and rationalization of the Group’s operations which should lead to achieving greater operationalefficiencyandenhancecompetitivenesssoastomitigateanypotentialslowdown.

Acknowledgements

On behalf of the Board, I would like to expressmy sincere appreciation and gratitude towardsthe Management and staff at all levels for their continuous commitment, dedication, support and invaluable contribution to the growth of the Group. My gratitude also goes to all customers, shareholders, suppliers, financiersandbusinessassociates for theircontinuedsupport rendered tothe Group.

Sharifuddin Bin Shoib, AMPChairmanDate: 15 July 2008


Corporate Social Responsibility

Acknowledging the importance of Corporate Social Responsibility, the Group is aware of its obligation to uphold ethical business conduct in its business activities and commit to practice them in an open and transparent manner by focusing on the environment, workplace, community and market place at large.

The Environment

The Group ensures the business activities are conducted in compliance with the applicable environment regulations and laws at all times. The Group also undertook several initiatives as part of itscommitmenttopreservetheenvironment.Examplesoftheseinitiativesareasfollows:

• recyclingofwastematerialsbacktoproductioniftheyarereusableorotherwise,selltootherswhomightbeabletousethem,forexample,thescrapcollectors

• practiceapaperlessenvironmentandreduceusageofpaperviaelectroniccommunication• encourageemployeestoswitchoffnon-essentialelectricalmachinery,equipmentandappliance

when not in use

Workplace

The Group recognizes the importance of employees as the most valuable asset. Towards this end, the Groupconstantlyenhancesemployees’job-relatedskills,knowledgeandexperienceviain-houseandexternaltrainingprogrammes,thisisalsocomplementedbyaclearandtransparentapproachthat ensures all employees are fully aware of the Group’s business objectives and goals.

The Group has started progressively to upgrade its factory facilities and infrastructures to provide a conducive working environment and also to uphold its corporate image. The Group is also committed toensure that safetyandhealthofemployeesareparamountatall times. This is reflected in theestablishment of Safety and Health committee, tasked to conduct preventive measures and safety training programmes in order to create safety awareness among the employees.

Besides, the Group organizes staff integration programmes where staffs are given opportunities to mingleandbuildcomradeship.Duringthefinancialyear,theGrouphasorganizedtripstoGentingHighlands and Taiping Maxwell Hill. In appreciation of employees’ good attendance, goodperformance awards were also presented during the annual dinner.

The Community

The Group aims to add value to the community in which it operates its business and through this engagement enhance the long term sustainability of the business. The Group supports this through:

• supporting local communities through opportunities for local employment via interactionwithcolleges and universities

• trainingprovidedtoundergraduatesfromcollegesanduniversitiestogainhands-onexperienceof study related

The Market Place

TheGroupisalwayslookingtoincreaseshareholdervalueandalwayslookingtomaximizereturnsoftheir investments in the Group. In line with good corporate governance practice, the Group maintains a high level of transparency in dealings with various stakeholders via various communication channels suchasface-to-facebriefing,regularmeeting,timelydisclosuretoBursaSecurities,annualgeneralmeeting and annual report.

The Group is committed to maintain high ethical standards in the areas of marketing and procurement. Customers’ feedback and complaints are reviewed on an ongoing basis and used to improve customer service.

The Group also encourages the use of local products or services as opposed to imported ones wherever possible. The Group is building a long term relationship with the suppliers based on the compatibility of their values, product quality and price. This is key to servicing customers’ requirement and developing the highest products’ quality standards.


Shareholding Statistics As At 30 June 2008

SHARE CAPITAL

Authorised Share Capital : RM100,000,000.00Issuedandfullypaid-upsharecapital : RM60,021,000.00Class of Shares : Ordinary shares of RM1.00 eachVoting Rights : 1 vote per ordinary shareNumber of shareholders : 1,353

ANALYSIS OF SHAREHOLDINGS

Size of shareholdings Number of Number of Percentage shareholders shares (%)Less than 100 9 400 0.00100to1,000 187 165,950 0.281,001to10,000 867 3,637,291 6.0610,001 to 100,000 248 7,527,291 12.54100,001to3,001,049(*) 41 20,893,455 34.813,001,050andabove(**) 1 27,796,613 46.31Total 1,353 60,021,000 100.00

* -lessthan5%ofissuedshares**-5%andaboveofissuedshares

SUBSTANTIAL SHAREHOLDERS

Name of substantial Direct Percentage Deemed PercentageShareholder interest (%) interest (%)

OngKoonAnn 30,870,613 51.43 3,458,912# 5.76QuahSeokKeng 2,624,912 4.37 31,704,613# 52.82

#Deemedinterestthroughtheirspousesandchildren’sinterestssubsequenttotheamendmentstotheCompaniesAct,1965,effective15August2007.


Shareholding Statistics (cont’d) As At 30 June 2008

LIST OF THIRTY LARGEST SHAREHOLDERS

Name of shareholder Number of Percentage shares (%) 1 OngKoonAnn 27,796,613 46.31

2 PMNominees(Asing)SdnBhd 2,850,000 4.75 ForPacificDevelopmentInvestmentCorporation

3 Quah Seok Keng 2,071,412 3.45

4 AlliancegroupNominees(Tempatan)SdnBhd 1,781,200 2.97 Pheim Asset Management Sdn Bhd for Employees Provident Fund

5 Ong Koon Ann 1,550,000 2.58

6 OngKoonAnn 1,524,000 2.54

7 MalaysiaNominees(Tempatan)SendirianBerhad 1,274,700 2.12 GreatEasternLifeAssurance(Malaysia)Berhad(DR)

8 MaybanSecuritiesNominees(Tempatan) 1,190,000 1.98 Sendirian Berhad Pledged Securities Account For Low Mei Loon (Dealer072)

9 RHBCapitalNominees(Tempatan)SdnBhd 582,093 0.97 Pledged Securities Account for Sharifuddin Bin Shoib(041004)

10 MalaysiaNominees(Tempatan)SendirianBerhad 562,000 0.94 GreatEasternLifeAssurance(Malaysia)Berhad(LSF)

11 Quah Seok Keng 553,500 0.92

12 Ong Choo Ian 499,000 0.83

13 Nik Mohamad Pena Bin Nik Mustapha 470,500 0.78

14 Teh Liang Hai 442,300 0.74

15 MalaysiaNominees(Tempatan)SendirianBerhad 400,000 0.67 GreatEasternLifeAssurance(Malaysia)Berhad (PAR3)

16 AmanahSahamMaraBerhad 359,600 0.60

17 JailaniBinAbdullah 337,500 0.56

18 MaybanNominees(Tempatan)SdnBhd 323,600 0.54 Pledged Securities Account for Chua Eng Ho Wa’a @ Chua Eng Wah

19 Ng Wai Luen 303,000 0.50

20 Lai Ka Chee 295,250 0.49


Shareholding StatisticsAs At 30 June 2008 (cont’d)

LIST OF THIRTY LARGEST SHAREHOLDERS (cont’d)

Name of shareholder Number of Percentage shares (%) 21 Sin Heng Lee Trading Sdn Bhd 290,000 0.48

22 Low Kean Teik 280,300 0.47

23 TANominees(Tempatan)SdnBhd 263,000 0.44 Pledged Securities Account for Chua Eng Ho Wa’a @ Chua Eng Wah

24 Yap Kheng Joon 208,400 0.35

25 PublicNominees(Tempatan)SdnBhd 190,100 0.32 PledgedSecuritiesAccountforCheeSaiMun(EKLC)

26 WanRemlahBintiAbdulGhani 184,900 0.31

27 OngChooIan 160,000 0.27

28 Ong Choo Ian 151,000 0.25

29 Chan Hong Foo 150,100 0.25

30 Lim Soon Huat 150,000 0.25 Total 47,194,068 78.63

DIRECTORS’ INTERESTS IN SHARES

Other than as disclosed below, there is no other Director of the Company who has interest, direct or deemed, in the Company and its related corporations.

Name of Director Direct Percentage Deemed Percentage interest (%) interest (%)

Shares in OKA Corporation Bhd

1.OngKoonAnn 30,870,613 51.43 3,458,912# 5.76

2. QuahSeokKeng 2,624,912 4.37 31,704,613# 52.82

3. Ong Choo Ian 810,000 1.35 - -

4. Sharifuddin Bin Shoib, AMP 582,093 0.97 - -

5. Chok Hooa @ Chok Yin Fatt, PMP 42,441 0.07 - -

6. GanBoonKoo@ Gan Boon Kiu 3,000 0.01 - -

#Deemedinterestthroughtheirspousesandchildren’sinterestssubsequenttotheamendmentstotheCompaniesAct,1965,effective15August2007.


List Of Properties As At 31 March 2008

Location Description Existing Use Date of Date of Approximate Tenure Net Book Value Purchase Valuation land/built @ 31 March 08 up area RM

Lot65305,TitleNoH.S. Landand Industrial 26-Jun-97 4.8205acres Freehold(D)KA442/73Mukimof factorySungai Trap, District of buildingKinta, Perak Darul Ridzuan

Lot65306,H.S.(D)KA443/73 Landand Industrial 26-Jun-97 4.9786acres FreeholdMukim of Sungai Trap, factoryDistrict of Kinta, buildingPerak Darul Ridzuan

Lot65315,TitleNoH.S. Landand Industrial 26-Jun-97 4.9916acres Freehold(D)KA452/73Mukimof factorySungai Trap, District of buildingKinta, Perak Darul Ridzuan Lot65316,TitleNo.H.S. Landand Industrial 26-Jun-97 5.2471acres Freehold(D)KA453/73Mukimof factorySungai Trap, District of buildingKinta, Perak Darul Ridzuan 31-Mar-08 12,540,000

Lot65317,TitleNo.H.S. Landand Industrial 26-Jun-97 4.6377acres Freehold(D)KA454/73Mukimof factorySungai Trap, District of buildingKinta, Perak Darul Ridzuan




Lot13699,TitleNo.Geran Land Industrial 07-Apr-03 31-Mar-08 10.925acres Freehold 550,00045871, Mukim Sungai Raya District of Kinta Perak Darul Ridzuan

HS(D)79185PT3918 Building Commercial 14-Oct-02 1,650ft.² Leasehold 254,714Mukim Sungai Raya, Daerah Kinta, Perak Darul Ridzuan

HS(D)88287PT14519 Land Industrial 22-Oct-02 9,388.6m² Leasehold 868,322Mukim Sg. Terap, DaerahKinta, Perak Darul Ridzuan

Lot6937N,Geran38231 2½storey Commercial 05-Mar-83 31-Mar-08 2,220ft.² Freehold 230,000Town of Ipoh shophouseDistrict of Kinta (aged 25BearingaddressNo. years)585 & 585A, Jalan KualaKangsar, Ipoh, Perak.


List Of Properties As At 31 March 2008 (cont’d)

Location Description Existing Use Date of Date of Approximate Tenure Net Book Value Purchase Valuation land/built @ 31 March 08 up area RMLot2500,TitleNo.H.S.(M) Land Power 14-May-02 76992MukimSetulDaerah Sub-stationSeremban, Negeri Sembilan Darul Khusus

Lot2501,TitleNo.H.S.(M) Land Industrial 14-May-02 76993MukimSetulDaerahSeremban, Negeri Sembilan DarulKhusus 31-Mar-08 25,661.9m² Freehold 3,800,000 Lot2502,TitleNo.H.S.(M) Landand Industrial 14-May-02 76994MukimSetulDaerah factorySeremban, Negeri Sembilan buildingDarul Khusus

Lot2503,TitleNo.H.S.(M) Land Industrial 14-May-02 76995MukimSetulDaerahSeremban, Negeri Sembilan Darul Khusus

Lot4065,TitleNo.G.M.880 Land Industrial 02-Oct-02 Mukim Setul Daerah Seremban , Negeri Sembilan Darul Khusus 31-Mar-08 8.018 acres Freehold 2,100,000 Lot3731GeranNo.68647 Land Industrial 29-Mar-05 Mukim Setul, Daerah Seremban, Negeri Sembilan Darul Khusus

Lot548,TitleNo.EMR2613 Landand Industrial 25-Sep-02 Mukim Senai, Kulai, Johor factoryDarul Takzim building

HS(M)2473PTD37446& Land Industrial 03-Dec-04 31-Mar-0822.3162acres Freehold 7,771,907EMR 1075 Lot 547, Mukim Senai-Kulai, Johor Darul Khusus

LotNo.PTD37445,TitleNo. Land Industrial 26-Apr-06HS(M)2474MukimSenaiKulai, Daerah Johor Bahru

5-5-A(ParcelNo.A-05-5) Condominium Commercial 16-Dec-06 31-Mar-08 1,836ft.² Freehold 260,000Tingkat 5, Blok A, Pelita Indah Kondominium, No. 2, Jalan Pelita, Wadihana, 80300 Johor Bahru

Lot2917GeranNo.5781 Landand Industrial 19-Jun-06 31-Mar-08 16.496acres Freehold 2,058,816Mukim Kuala Kuantan factoryDaerah Kuantan, Pahang buildingDarul Makmur

Lot986&Lot2354 Land Industrial 20-Nov-03 31-Mar-08 8.15acres Freehold 1,000,000GM 1524 & GM 1525 Mukim Kuala Kuantan Daerah Kuantan, Pahang Darul Makmur.

Total(RM) 31,433,759

OKA CORPORATION BHD2008 Annual Report

28

( Incorporated in Malaysia under the Companies Act, 1965 )

OKA CORPORATION BHD( 519941-H)

2008annual report

REPORTS & FINANCIALSTATEMENTS

Director’s Report

Statement by Directors

Statutory Declaration

Report of the Auditors

Consolidated Balance Sheet

Consolidated Income Statement

Consolidated Statement of Changes in Equity

Consolidated Cash Flow Statement

Balance Sheet

Income Statement

Statement of Changes in Equity

Cash Flow Statement

Notes to The Financial Statements

29-33

34

35

36-37

38

39

40

41

42

43

44

45

46-72


29

DIRECTORS’ REPORTFOR THE YEAR ENDED 31 MARCH 2008

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the year ended 31 March 2008.

PRINCIPAL ACTIVITIES

The principal activity of the Company is that of investment holding whilst the principal activities of the subsidiaries are as stated in Note 6 to the financial statements. There has been no significant change in the nature of these activities during the financial year.

RESULTS GROUP COMPANY RM RMProfit for the year 1,518,873 1,475,685

RESERVES AND PROVISIONS

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

DIVIDENDS

Since the end of the previous financial year, the Company paid a final dividend of 2.5 sen less 27% tax totalling RM1,095,383 in respect of the financial year ended 31 March 2007 on 28 November 2007.

The Board of Directors recommended a first and final dividend of 3 sen less 26% tax totalling RM1,332,466 for the financial year ended 31 March 2008.

DIRECTORS OF THE COMPANY

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

Sharifuddin Bin Shoib, AMPOng Koon AnnQuah Seok Keng Chok Hooa @ Chok Yin Fatt, PMPGan Boon Koo @ Gan Boon KiuOng Choo Ian

The holdings in the ordinary shares of the Company of those who were Directors at year end including the interest of the children of the Directors who themselves are not Directors of the Company as recorded in the Register of Directors’ Shareholdings are as follows:

<- Number of ordinary shares of RM1 each -> Balance at Bought/ Balance at 1.4.2007 (Sold) 31.3.2008Interest in the Company:

Own

Sharifuddin Bin Shoib, AMP 582,093 - 582,093 Ong Koon Ann 30,870,613 - 30,870,613 Quah Seok Keng 2,624,912 - 2,624,912 Chok Hooa @ Chok Yin Fatt, PMP 32,441 - 32,441 Gan Boon Koo @ Gan Boon Kiu 3,000 - 3,000 Ong Choo Ian 376,000 434,000 810,000


30

<–Number of ordinary shares of RM1 each–> Balance at Bought/ Balance at 1.4.2007 (Sold) 31.3.2008Others

Ong Koon Ann * 24,000 - 24,000 Quah Seok Keng * 24,000 - 24,000

* Miss Ong Ee Dith is the daughter of Mr. Ong Koon Ann and Madam Quah Seok Keng. In accordance with Section 134(12)(c) of the Companies Act, 1965, the interest and deemed interests of Miss Ong Ee Dith in the shares of the Company and of its related corporations (other than wholly-owned subsidiaries) shall be treated as the interests of Mr. Ong Koon Ann and Madam Quah Seok Keng also.

By virtue of their interests in the shares of the Company, Mr. Ong Koon Ann and Madam Quah Seok Keng as disclosed above are also deemed interested in the shares of all subsidiaries during the financial year to the extent that the Company has an interest.

Options granted and allocated over ordinary shares of the Company under the Executives’ Share Option Scheme (“ESOS”) are as follows:

Number of options over ordinary shares of RM1 each Option Balance at Granted/ Balance at price 1.4.2007 Allocated Exercised 31.3.2008

Ong Koon Ann 1.74 120,000 - - 120,000 1.22 120,000 - - 120,000 1.00 240,000 120,000 - 360,000

Quah Seok Keng 1.74 120,000 - - 120,000 1.22 120,000 - - 120,000 1.00 240,000 120,000 - 360,000

Ong Choo Ian 1.74 70,000 - - 70,000 1.22 70,000 - - 70,000 1.00 140,000 70,000 - 210,000

Other than as disclosed above, none of the other Directors holding office at 31 March 2008 had any interest in the ordinary shares of its related corporations during the financial year.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive benefits (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements or the fixed salary of a full time employee of the Company or of related companies) 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, except for Notes 15 and 24 to the financial statements.

There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate apart from the issue of shares under the ESOS.

DIRECTORS’ REPORT (cont’d)FOR THE YEAR ENDED 31 MARCH 2008


31

ISSUE OF SHARES

There were no changes in the issued and paid-up capital of the Company during the financial year.

OPTIONS GRANTED OVER UNISSUED SHARES

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

At an Extraordinary General Meeting held on 31 October 2003, the Company’s shareholders approved the establishment of the ESOS.

The options offered to take up unissued shares of RM1 each and the option prices are as follows:

Option Balance at Granted/ Balance at Date of offer price 1.4.2007 Allocated Lapsed * Exercised 31.3.2008

12.1.2004 1.74 732,000 - (16,000) - 716,000 12.1.2005 1.22 748,000 - (32,000) - 716,000 12.1.2006 1.00 820,000 - (32,000) - 788,000 12.1.2007 1.00 930,000 - (32,000) - 898,000 12.1.2008 1.00 - 924,000 - - 924,000

* Lapsed due to resignations and retirements.

The list of option holders who have been offered to take up unissued shares of 70,000 and above and details of their holdings as at 31 March 2008 are as follows:

Granted/ Allocated Exercised ExpiryOng Koon Ann 600,000 - 11.1.2009Quah Seok Keng 600,000 - 11.1.2009Ng Wai Luen 350,000 - 11.1.2009 Ong Choo Ian 350,000 - 11.1.2009Ong Ee Dith 350,000 - 11.1.2009Ong Koon Eng 350,000 - 11.1.2009Yee Chut Yau 200,000 - 11.1.2009Wong Kee Seong 150,000 - 11.1.2009Low Hor Foong 150,000 - 11.1.2009Ng Wai Kum 100,000 - 11.1.2009Ong Cheng Hong 90,000 - 11.1.2009Loh Aik Siang 90,000 - 11.1.2009Then Choon Lim 70,000 - 11.1.2009

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the list and the holdings of option holders who have been offered to take up unissued shares below 70,000.

The salient features of the scheme are as follows:

(a) The maximum number of new shares which may be available under the scheme shall not exceed more than 10% of the total issued and paid-up share capital of the Company at any one time.



32

OPTIONS GRANTED OVER UNISSUED SHARES (cont’d)

(b) Eligible employees are executives (including Executive Directors) of any company (which is not dormant) within the Group who are citizens or resident of Malaysia, at least 18 years of age on 12 January 2004 and must have been employed for a continuous period of at least two (2) years in the Group prior to and up to the Offer Date, excluding service during the probation period.

(c) No eligible employees are allowed to participate in more than one Executive Share Option Scheme implemented by any company within the Group.

(d) The maximum number of new shares that may be offered and allotted to an eligible employee shall be determined at the discretion of the Option Committee after taking into consideration the performance, seniority and years of service and such other offer factors that the Option Committee may deem relevant.

(e) All remaining unexercised options shall lapse and/or be deemed to be cancelled and cease to be exercisable upon the cessation of employment with a company of the Group, upon winding up or liquidation of the Company or upon bankruptcy of the employee.

(f) The ESOS shall continue to be in force for a period of five (5) years from 12 January 2004 and the Board of Directors shall have the discretion to extend the duration for a maximum of five (5) years.

OTHER STATUTORY INFORMATION

Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that:

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

(ii) all current assets have been stated at the lower of cost and net realisable value.

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

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

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

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

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

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

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

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



33

OTHER STATUTORY INFORMATION (cont’d)

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

In the opinion of the Directors, except as disclosed in Note 15 to the financial statements, the results of the operations of the Group and of the Company for the financial year ended 31 March 2008 have not been substantially affected by any item, transaction or event of a material and unusual nature, nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.

AUDITORS

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

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

..................................................................SHARIFUDDIN BIN SHOIB, AMP

.................................................................. ONG KOON ANN

IPOHDate: 15 July 2008



34

STATEMENT BY DIRECTORS PURSUANT TOSECTION 169(15) OF THE COMPANIES ACT, 1965

In the opinion of the Directors, the financial statements set out on pages 38 to 72, are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved Financial Reporting Standards issued by the Malaysian Accounting Standards Board so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 March 2008 and of the results of their operations and cash flows for the year ended on that date.

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

.................................................................. SHARIFUDDIN BIN SHOIB, AMP

..................................................................ONG KOON ANN

IPOHDate: 15 July 2008


35

STATUTORY DECLARATION PURSUANT TOSECTION 169(16) OF THE COMPANIES ACT, 1965

I, NG WAI LUEN, the officer primarily responsible for the financial management of OKA CORPORATION BHD, do solemnly and sincerely declare that the financial statements set out on pages 38 to 72, are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the above named at Ipoh in the State of Perak Darul Ridzuan on 15 July 2008.

............................................ NG WAI LUEN

Before me:S. JAGJIT SINGH, PJKCOMMISSIONER FOR OATHSIPOH


36

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF OKA CORPORATION BHD

Report on the Financial Statements

We have audited the financial statements of OKA Corporation Bhd, which comprise the balance sheets as at 31 March 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 38 to 72.

Directors’ Responsibility for the Financial Statements

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

Auditors’ Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the 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 Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2008 and of their financial performance and cash flows for the year then ended.

Report on Other Legal and Regulatory Requirements

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

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


37

Report on Other Legal and Regulatory Requirements (cont’d)

b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 6 to the financial statements.

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

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

Other 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.

KPMGFirm Number: AF-0758Chartered Accountants

NG SWEE WENGPartnerApproval Number: 1414/03/10 (J/PH)Chartered Accountant

Date: 15 July 2008 IPOH

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF OKA CORPORATION BHD (cont’d)


38

CONSOLIDATED BALANCE SHEET AT 31 MARCH 2008

Restated 2007 Note RM RM

Assets

Property, plant and equipment 3 37,558,028 35,403,565Investment property 4 490,000 160,000Prepaid lease payments 5 868,322 877,812Other investments 7 7,000 4,000

Total non-current assets 38,923,350 36,445,377

Receivables, deposits and prepayments 8 22,189,417 21,874,357Inventories 9 35,486,073 26,167,995Current tax assets 1,399,744 2,917,870Cash and cash equivalents 1,369,337 425,297

Total current assets 60,444,571 51,385,519

Total assets 99,367,921 87,830,896

Equity

Share capital 10 60,021,000 60,021,000Share premium 15,540 15,540Revaluation reserves 10 2,306,110 -Retained profits 12,010,200 11,586,710

Total equity 74,352,850 71,623,250

Liabilities

Deferred tax liabilities 11 874,596 485,240

Total non-current liabilities 874,596 485,240

Payables and accruals 12 17,870,475 14,722,406Borrowings (unsecured) 13 6,270,000 1,000,000

Total current liabilities 24,140,475 15,722,406

Total liabilities 25,015,071 16,207,646

Total equity and liabilities 99,367,921 87,830,896

The notes on pages 46 to 72 are an integral part of these financial statements.


39

CONSOLIDATED INCOME STATEMENTFOR THE YEAR ENDED 31 MARCH 2008

2007 Note RM RM

Revenue 14 82,414,226 65,948,425

Cost of sales (73,999,057) (61,157,106)

Gross profit 8,415,169 4,791,319

Administrative expenses (7,338,477) (6,842,095)Other operating income 784,737 121,402Other operating expenses (124,485) (784,540)

Results from operating activities 1,736,944 (2,713,914)

Finance costs (122,578) (46,617)Interest income 25,708 41,633

Profit/(Loss) before tax 15 1,640,074 (2,718,898)Taxation 17 (121,201) 690,815

Profit/(Loss) for the year attributable to shareholders of the Company 1,518,873 (2,028,083)

Basic earnings/(loss) per ordinary share (sen) 18 2.53 (3.37)

Net dividend per ordinary share (sen) 19 1.82 2.16



40

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 MARCH 2008

<–––––––– Non-distributable ––––––> Distributable Share Share Revaluation Retained Note capital premium reserves profits Total RM RM RM RM RM

At 1 April 2006 60,021,000 15,540 - 14,559,247 74,595,787

Reversal of deferred tax on revaluation of properties 17 - - - 352,000 352,000Dividend - 3% less 28% tax 19 - - - (1,296,454) (1,296,454)Loss for the year - - - (2,028,083) (2,028,083)

At 31 March 2007 60,021,000 15,540 - 11,586,710 71,623,250

Revaluation surplus of properties, net of tax - - 2,306,110 - 2,306,110Dividend - 2.5% less 27% tax 19 - - - (1,095,383) (1,095,383)Profit for the year - - - 1,518,873 1,518,873

At 31 March 2008 60,021,000 15,540 2,306,110 12,010,200 74,352,850

Note 10 Note 10



41

CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31 MARCH 2008

Restated 2007 Note RM RM

Cash flows from operating activities

Profit/(Loss) before tax 1,640,074 (2,718,898)Adjustments for:

Amortisation for prepaid lease payments 5 9,490 4,771Change in fair value of investment property 4 (70,000) -Depreciation 3 3,908,136 4,404,383Dividend income - (230)Finance costs 122,578 46,617Gain on disposal of plant and equipment (33,999) (30,000)Impairment loss on revaluation of properties 3 87,446 -Interest income (25,708) (41,633)Property, plant and equipment written off 112,044 24,701

Operating profit before changes in working capital 5,750,061 1,689,711

Change in working capital:Receivables, deposits and prepayments (315,060) 2,090Inventories (9,318,078) (718,829)Payables and accruals 3,148,069 2,842,058

Cash (used in)/generated from operations (735,008) 3,815,030

Income tax refunded 1,366,281 1,549,447Overdue interest received 15,464 22,726

Net cash from operating activities 646,737 5,387,203

Cash flows from investing activities

Acquisition of investment property 4 (260,000) -Acquisition of prepaid lease payment 5 - (23,590)Acquisition of property, plant and equipment 3 (3,535,980) (4,713,602)Acquisition of quoted investment (3,000) -Dividend received - 230Proceeds from disposal of plant and equipment 34,000 30,000Short-term deposits interest received 10,244 18,907

Net cash used in investing activities (3,754,736) (4,688,055)

Cash flows from financing activities

Dividend paid (1,095,383) (1,296,454)Interest paid (122,578) (46,617)Net proceeds from bankers’ acceptance and trust receipts 5,270,000 280,000

Net cash from/(used in) financing activities 4,052,039 (1,063,071)

Net increase/(decrease) in cash and cash equivalents 944,040 (363,923)

Cash and cash equivalents at beginning of year 425,297 789,220

Cash and cash equivalents at end of year 1,369,337 425,297



42

BALANCE SHEET AT 31 MARCH 2008

2007 Note RM RM

Assets Property, plant and equipment 3 985,814 1,949,383Investment property 4 1,000,000 -Investment in subsidiaries 6 28,171,985 28,171,985

Total non-current assets 30,157,799 30,121,368

Receivables, deposits and prepayments 8 30,981,766 30,731,111 Current tax assets 996,579 793,667 Cash and cash equivalents 16,710 13,016

Total current assets 31,995,055 31,537,794

Total assets 62,152,854 61,659,162

Equity

Share capital 10 60,021,000 60,021,000Share premium 15,540 15,540Revaluation reserves 10 102,000 -Retained profits 1,765,952 1,385,650

Total equity 61,904,492 61,422,190

Current liabilities Payables and accruals 12 248,362 236,972

Total liabilities 248,362 236,972

Total equity and liabilities 62,152,854 61,659,162



43

INCOME STATEMENT FOR THE YEARENDED 31 MARCH 2008

2007 Note RM RM

Revenue 14 3,000,000 3,000,000

Administrative expenses (1,764,188) (2,146,261)Other operating income 843,751 750,023Other operating expenses (26,790) -

Results from operating activities 2,052,773 1,603,762Interest income - 76

Profit before tax 15 2,052,773 1,603,838Taxation 17 (577,088) (397,433)

Profit for the year attributable to shareholders of the Company 1,475,685 1,206,405



44

STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 MARCH 2008

<–––––––– Non-distributable ––––––> Distributable Share Share Revaluation Retained Note capital premium reserves profits Total RM RM RM RM RM

At 1 April 2006 60,021,000 15,540 - 1,475,699 61,512,239Dividend - 3% less 28% tax 19 - - - (1,296,454) (1,296,454)

Profit for the year - - - 1,206,405 1,206,405

At 31 March 2007 60,021,000 15,540 - 1,385,650 61,422,190

Revaluation surplus of properties - - 102,000 - 102,000Dividend - 2.5 % less 27% tax 19 - - - (1,095,383) (1,095,383)Profit for the year - - - 1,475,685 1,475,685

At 31 March 2008 60,021,000 15,540 102,000 1,765,952 61,904,492

Note 10 Note 10



45

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2008

2007 Note RM RM

Cash flows from operating activities

Profit before tax 2,052,773 1,603,838

Adjustments for: Change in fair value of investment property 4 26,790 - Depreciation 3 38,779 90,700 Dividend income (3,000,000) (3,000,000) Interest income - (76)

Operating loss before changes in working capital (881,658) (1,305,538)

Change in working capital: Payables and accruals 111,890 30,530

Cash used in operations (769,768) (1,275,008)Income tax refunded - 82,634

Net cash used in operating activities (769,768) (1,192,374)

Cash flows from investing activities

Acquisition of property, plant and equipment 3 - (1,874,790)Dividend received - 2,190,000Interest received - 76

Net cash from investing activities - 315,286

Cash flows from financing activities

(Repayment to)/Advances from a subsidiary (100,500) 100,000Repayment from a subsidiary 1,969,345 2,085,068Dividend paid (1,095,383) (1,296,454)

Net cash from financing activities 773,462 888,614

Net increase in cash and cash equivalents 3,694 11,526Cash and cash equivalents at beginning of year 13,016 1,490

Cash and cash equivalents at end of year 16,710 13,016



46

NOTES TO THE FINANCIAL STATEMENTS31 MARCH 2008

OKA Corporation Bhd is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Board of Bursa Malaysia Securities Berhad. The address of its registered office and principal place of business is as follows:

Registered office and principal place of business6 Lebuhraya ChateauOff Persiaran Kampar30250 IpohPerak Darul Ridzuan

The consolidated financial statements of the Company as at and for the year ended 31 March 2008 comprise the financial statements of the Company and its subsidiaries (together referred to as the Group). The financial statements of the Company as at and for the year ended 31 March 2008 do not include other entities.

The Company is principally engaged in investment holding activities while the other Group entities are primarily involved in the manufacture and sale of pre-cast concrete products and readymixed concrete, trading of readymixed concrete, construction and provision of transportation and other related services.

The financial statements were approved and authorised for issue by the Board of Directors on 15 July 2008.

1. BASIS OF PREPARATION

1.1 Statement of compliance

The financial statements of the Group and the Company have been prepared in accordance with applicable approved Financial Reporting Standards (“FRS”) issued by the Malaysian Accounting Standards Board (“MASB”), accounting principles generally accepted in Malaysia and the provisions of the Companies Act, 1965.

The accounting policies adopted by the Group and the Company are consistent with those adopted in the previous year except for the adoption of FRS 117, Leases and FRS 124, Related Party Disclosures which are effective for annual periods beginning on or after 1 October 2006.

Other than the reclassification of leasehold land from property, plant and equipment to prepaid lease payments, the adoption of FRS 117, Leases, does not have any significant financial impact on the Group and the Company.

The adoption of FRS 124, Related Party Disclosures does not result in significant changes in accounting policies of the Group and the Company except for the format and extent of disclosures presented in the financial statements.

The MASB has also issued the following FRSs and Interpretations that are effective for annual period beginning after 1 April 2007, and that have not been applied in preparing these financial statements:

FRSs/Interpretations Effective date

FRS 107, Cash Flow Statements 1 July 2007

FRS 111, Construction Contracts 1 July 2007

FRS 112, Income Taxes 1 July 2007

FRS 118, Revenue 1 July 2007


47

1.1 Statement of compliance (cont’d)

FRS 120, Accounting for Government Grants and Disclosure of Government Assistance 1 July 2007

Amendment to FRS 121, The Effects of Changes in Foreign Exchange Rates - Net Investment in a Foreign Operation 1 July 2007

FRS 134, Interim Financial Reporting 1 July 2007

FRS 137, Provisions, Contingent Liabilities and Contingent Assets 1 July 2007

FRS 139, Financial Instruments: Recognition and Measurement To be announced

IC Interpretation 1, Changes in Existing Decommissioning, Restoration and Similar Liabilities 1 July 2007

IC Interpretation 2, Members’ Shares in Co-operative Entities and Similar Instruments 1 July 2007

IC Interpretation 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds 1 July 2007

IC Interpretation 6, Liabilities arising from Participating in a Specific Market - Waste Electrical and Electronic Equipment 1 July 2007

IC Interpretation 7, Applying the Restatement Approach under FRS 129, Financial Reporting in Hyperinflationary Economies 1 July 2007

IC Interpretation 8, Scope of FRS 2 1 July 2007

FRS 111, FRS 120, the Amendments to FRS 121, FRS 134 and the Interpretations listed above are not applicable to the Group and the Company. Hence no further disclosure is warranted.

The Group and the Company plan to apply the rest of the abovementioned FRSs for the annual period beginning 1 April 2008 except for FRS 139, Financial Instruments: Recognition and Measurement which the effective date has yet to be announced.

The impact of applying FRS 139 on the financial statements upon first adoption of this standard as required by paragraph 30(b) of FRS 108, Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed by virtue of the exemptions given in FRS 139.103AB.

The initial application of the other FRSs are not expected to have any material impact on the financial statements of the Group and the Company.

1.2 Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following assets as explained in their respective accounting policy notes:• Property, plant and equipment• Investment property

1.3 Functional and presentation currency

These financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional currency.

NOTES TO THE FINANCIAL STATEMENTS (cont’d)31 MARCH 2008


48

1.4 Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

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

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the financial statements are described in the following notes:

(i) Note 2.14 - recognition of unutilised tax losses and capital allowances.

(ii) Note 2.17 - provisions and contingencies.

Critical accounting estimates and assumptions

The Group and the Company make estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgements are continually evaluated by the Directors and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under current circumstances.

Allowance for doubtful debts

The Group and the Company make allowance for doubtful debts based on assessment of recoverability. Whilst management’s judgement is guided by the past experiences and customers’ historical payment patterns, judgement is made about the future recovery of debts.

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to the periods presented in these financial statements, and have been applied consistently by the Group and the Company, unless otherwise stated.

Certain comparative amounts have been reclassified to conform to the current year’s presentation (see Note 28).

2.1 Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Subsidiaries are consolidated using the purchase method of accounting.

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

Investments in subsidiaries are stated in the Company’s balance sheet at cost less any impairment losses, unless the investment is classified as held for sale (or included in a disposal group that is classified as held for sale).



49

2.1 Basis of consolidation (cont’d)

(ii) Transactions eliminated on consolidation

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

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

2.2 Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are stated at cost or valuation less any accumulated depreciation and any accumulated impairment losses.

Property, plant and equipment under the revaluation model

The Group and the Company revalue its properties comprising land and buildings every 5 years and at shorter intervals whenever the fair value of the revalued assets is expected to differ materially from their carrying value.

Surpluses arising from revaluation are dealt with in the revaluation reserve account. Any deficit arising is offset against the revaluation reserve to the extent of a previous increase for the same property. In all other cases, a decrease in carrying amount is charged to the income statements.

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

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

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

(ii) Subsequent costs

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



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2.2 Property, plant and equipment (cont’d)

(iii) Depreciation

Depreciation is recognised in the income statements on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment.

Freehold land is not depreciated whilst capital work-in-progress are not depreciated until the assets are ready for their intended use.

The estimated useful lives for the current and comparative periods are as follows:

Factory and office buildings 50 yearsPlant and machinery 5 yearsFactory equipment 5 yearsMotor vehicles 5 yearsElectrical installation 10 yearsOffice equipment 5 - 10 yearsFurniture and fittings 20 years

The depreciable amount is determined after deducting the residual value.

Depreciation methods, useful lives and residual values are reassessed at the balance sheet date.

2.3 Investment property

(i) Investment property carried at fair value

Investment properties are properties which are owned to earn rental income or for capital appreciation or for both. These include land held for a currently undetermined future use.

Investment properties are measured initially at cost and subsequently at fair value with any change therein recognised in the income statements.

(ii) Reclassificationtoinvestmentproperty

When an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in the income statements. Upon disposal of an investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through the income statements.

When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.

(iii) Determination of fair value

The Directors estimate fair values of the Group and Company’s investment property without involvement of independent valuers on every balance sheet date. An external, independent valuation firm, having appropriate recognised professional qualifications and recent experience in the location and category of property being valued, values the Group and Company’s investment property portfolio every five years.



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2.3 Investment property (cont’d)

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

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

Valuations reflect, where appropriate: the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting vacant accommodation, and the market’s general perception of their creditworthiness; the allocation of maintenance and insurance responsibilities between the Group and the Company and the lessee; and the remaining economic life of the property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and where appropriate counter-notices have been served validly and within the appropriate time.

2.4 Prepaid lease payments

Leasehold land that normally has an indefinite economic life and title is not expected to pass to the lessee by the end of the lease term is treated as an operating lease. The payment made on entering into or acquiring a leasehold land is accounted as prepaid lease payments that are amortised over the lease term in accordance with the pattern of benefits provided.

The Group and the Company has previously classified a lease of land as finance lease and had recognised the amount of prepaid lease payments as property within its property, plant and equipment. On adoption of FRS 117, Leases, the Group and the Company treat such a lease as an operating lease, with the unamortised carrying amount classified as prepaid lease payments in accordance with the transitional provisions in FRS 117.67A.

2.5 Impairment

The carrying amounts of assets except for financial assets, inventories and investment property that is measured at fair value are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or group of assets (the “cash-generating unit”).

An impairment loss is recognised if the carrying amount of an asset or its cash generating unit exceeds its recoverable amount unless the asset is carried at a revalued amount, in which case the impairment loss is recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does not exceed the amount in the revaluation surplus for that same asset. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.



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2.5 Impairment (cont’d)

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to the income statement in the year in which the reversals are recognised, unless it reverses an impairment loss on a revalued asset, in which case it is credited directly to revaluation surplus. Where an impairment loss on the same revalued asset was previously recognised in the income statements, a reversal of that impairment loss is also recognised in the income statements.

2.6 Investments in debt securities

Investments in debt securities are recognised initially at fair value plus attributable transaction costs.

Subsequent to initial recognition:

• Investments in non-current debt securities are stated at amortised cost using the effective interest method less allowance for diminution in value,

• All current investments are carried at the lower of cost and market value, determined on an individual investment basis by category of investments.

Where in the opinion of the Directors, there is a decline other than temporary in the value of non-current debt securities, the allowance for diminution in value is recognised as an expense in the financial year in which the decline is identified.

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

All investments in debt securities are accounted for using settlement date accounting. Settlement date accounting refers to:

a) the recognition of an asset on the day it is received by the entity, and

b) the derecognition on an asset and recognition of any gain or loss on disposal on the date it is delivered.

2.7 Receivables Receivables are initially recognised at their cost when the contractual right to receive cash or another financial asset from another entity is established.

Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts.

Receivables are not held for the purpose of trading.



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2.8 Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out method and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of finished goods, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

2.9 Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value. For the purpose of the cash flow statements, cash and cash equivalents are presented net of bank overdrafts and pledged deposits, if any.

2.10 Payables

Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation to deliver cash or another financial asset to another entity.

2.11 Borrowings Borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings using the effective interest method.

2.12 Revenue recognition

(i) Sales of goods

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

(ii) Dividend income

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

(iii) Management fee

Management fee is recognised for services rendered, including professional and management advice, marketing, management information system and accounting services and administrative matters to the subsidiaries.

2.13 Interest income and borrowing costs

Interest income is recognised as it accrues, using the effective interest method. Overdue interest from receivables is recognised upon receipt.

All borrowing costs are recognised in the income statement using the effective interest method, in the period in which they are incurred.



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2.14 Tax expense

Tax expense comprises current and deferred tax. Tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit (tax loss). Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax liability is recognised for all taxable temporary differences.

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

Additional taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised.

2.15 Foreign currency transactions

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

Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in the income statement.

The closing rate used in the translation of foreign currency monetary assets and liabilities is:

1 SGD : RM2.30 (2007: 1 SGD : RM2.30)

2.16 Employee benefits

(i) Short-termemployeebenefits

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

A provision is recognised for the amount expected to be paid under short-term cash bonus if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.



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2.16 Employee benefits (cont’d)

The Group’s contribution to the statutory pension fund are charged to the income statements in the year to which they relate. Once the contributions have been paid, the Group has no further payment obligations.

(ii) Share-based payment transactions

The share option programme allows Group employees to acquire shares of the Company. When the options are exercised, equity is increased by the amount of the proceeds received. The share options granted to employees is not recognised as employee cost as allowed by the transitional provisions of FRS 2, Share-based Payment, as the share options were granted prior to 1 January 2005.

2.17 Provisions

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

Contingent liabilities

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

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

2.18 Earnings per share

The Group presents basic earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is not calculated as the effect of the conversion of the options to ordinary shares on the EPS is assumed to be anti-dilutive as the exercise price exceeded the market value of the shares.

2.19 Segment reporting

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



3. PROPERTY, PLANT AND EQUIPMENT GROUP Furniture, Plantand fittings, machinery, motor factory vehicles equipment and Landand andoffice electrical buildings equipment installation Total (Note 3.1) RM RM RM RM Atcost/valuation

At 1 April 2006 25,123,896 31,385,377 6,032,200 62,541,473 Additions 2,258,116 2,235,509 219,977 4,713,602 Disposals - (143,000) - (143,000) Written off - - (78,000) (78,000) Transfer to investment property (160,000) - - (160,000)

At 31 March 2007/ 1 April 2007 27,222,012 33,477,886 6,174,177 66,874,075 Additions 1,043,000 2,286,156 206,824 3,535,980 Disposals - (20,000) (71,377) (91,377) Written off (118,049) - - (118,049) Revaluation of properties 2,726,110 - - 2,726,110 At 31 March 2008 30,873,073 35,744,042 6,309,624 72,926,739

Representingitems: At cost 2,174,022 35,744,042 6,309,624 44,227,688 At valuation 28,699,051 - - 28,699,051 30,873,073 35,744,042 6,309,624 72,926,739 Depreciation and impairmentloss

At 1 April 2006 Accumulated depreciation 452,163 22,545,420 4,264,843 27,262,426 Depreciation for the year 97,030 3,735,815 571,538 4,404,383 Disposals - (143,000) - (143,000) Written off - - (53,299) (53,299) At 31 March 2007/ 1 April 2007 Accumulated depreciation 549,193 26,138,235 4,783,082 31,470,510 Depreciation for the year 105,735 3,320,777 481,624 3,908,136 Impairment loss 87,446 - - 87,446 Disposals - (20,000) (71,376) (91,376) Written off (6,005) - - (6,005)




3. PROPERTY, PLANT AND EQUIPMENT (cont’d) GROUP Furniture, Plantand fittings, machinery, motor factory vehicles Land and equipment and buildings andoffice electrical (Note3.1) equipment installation Total RM RM RM RM At 31 March 2008 Accumulated depreciation 648,923 29,439,012 5,193,330 35,281,265 Accumulated impairment loss 87,446 - - 87,446 736,369 29,439,012 5,193,330 35,368,711

Carryingamounts At 1 April 2006 24,671,733 8,839,957 1,767,357 35,279,047 At 31 March 2007/ 1 April 2007 26,672,819 7,339,651 1,391,095 35,403,565 At 31 March 2008 30,136,704 6,305,030 1,116,294 37,558,028

COMPANY Freehold Office land equipment Total Atcost/valuation RM RM RM At 1 April 2006 - 448,188 448,188 Additions 1,874,790 - 1,874,790

At 31 March 2007/ 1 April 2007 1,874,790 448,188 2,322,978 Revaluation of property 102,000 - 102,000 Transfer to investment property (1,026,790) - (1,026,790) At 31 March 2008 950,000 448,188 1,398,188 Representingitems: At cost - 448,188 448,188 At valuation 950,000 - 950,000 950,000 448,188 1,398,188

Accumulated depreciation

At 1 April 2006 - 282,895 282,895 Charge for the year - 90,700 90,700

At 31 March 2007/ 1 April 2007 - 373,595 373,595 Charge for the year - 38,779 38,779 At 31 March 2008 - 412,374 412,374




3. PROPERTY, PLANT AND EQUIPMENT (cont’d) COMPANY Freehold Office land equipment Total RM RM RM Carryingamounts At 1 April 2006 - 165,293 165,293 At 31 March 2007/ 1 April 2007 1,874,790 74,593 1,949,383

At 31 March 2008 950,000 35,814 985,814

3.1 Landandbuildings GROUP Freehold factory land Capital &development Factory Office work-in expenditure buildings buildings progress Total RM RM RM RM RM Atcost/valuation At 1 April 2006 20,060,252 4,644,700 418,944 - 25,123,896 Additions 1,881,638 270,145 - 106,333 2,258,116 Transfer to investment property - - (160,000) - (160,000)

At 31 March 2007/ 1 April 2007 21,941,890 4,914,845 258,944 106,333 27,222,012 Additions 6,500 975,233 - 61,267 1,043,000 Written off - (118,049) - - (118,049) Transfer - 106,333 - (106,333) - Revaluation of properties 1,050,307 1,675,803 - - 2,726,110 At 31 March 2008 22,998,697 7,554,165 258,944 61,267 30,873,073 Representingitems: At cost 51,251 1,802,560 258,944 61,267 2,174,022 At valuation 22,947,446 5,751,605 - - 28,699,051 22,998,697 7,544,165 258,944 61,267 30,873,073 Depreciation and impairmentloss At 1 April 2006 Accumulated depreciation 51,251 400,912 - - 452,163

Depreciation for the year - 95,615 1,415 - 97,030




3.1 Landandbuildings(cont’d) GROUP Freehold factory land Capital &development Factory Office work-in expenditure buildings buildings progress Total RM RM RM RM RM

At 31 March 2007/ 1 April 2007 Accumulated depreciation 51,251 496,527 1,415 - 549,193

Depreciation for the year - 102,920 2,815 - 105,735 Impairment loss 87,446 - - - 87,446 Written off - (6,005) - - (6,005)

At 31 March 2008 Accumulated depreciation 51,251 593,442 4,230 - 648,923 Accumulated impairment loss 87,446 - - - 87,446 138,697 593,442 4,230 - 736,369

Carryingamounts At 1 April 2006 20,009,001 4,243,788 418,944 - 24,671,733

At 31 March 2007/ 1 April 2007 21,890,639 4,418,318 257,529 106,333 26,672,819

At 31 March 2008 22,860,000 6,960,723 254,714 61,267 30,136,704

The title deeds for certain freehold land of the Company and a subsidiary are still in the process of being transferred to the Company’s and the subsidiary’s name. The carrying amounts of these land of the Company and the subsidiary are RM950,000 (2007: RM848,000) and RM8,770,000 (2007: RM8,519,836) respectively.

Revaluation The Group’s land and buildings stated at valuation are based on professional valuations made

by a chartered surveyor on, CH Williams Talhar & Wong, the open market basis conducted on 31 March 2008.

Had the land and factory buildings been carried at historical cost less accumulated depreciation, the carrying amounts of the revalued assets that would have been included in the financial statements at the end of the year is RM18,196,942 (2007: RM1,306,133).

Impairment The cost of certain properties have been written down by RM87,446 for impairment losses as at

end of the financial year after the valuation conducted on 31 March 2008.

Security Certain freehold land and factory building of the Group with the carrying amounts of

approximately RM2.5 million (2007: RM2.3 million) have been charged to a bank as security for banking facilities granted to a subsidiary.




4. INVESTMENT PROPERTY Group Company Note 2008 2007 2008 2007

At valuation RM RM RM RM At 1 April 160,000 - - - Transfer from property, plant and equipment 3 - 160,000 1,026,790 - Change in fair value 15 70,000 - (26,790) - Additions 260,000 - - - 490,000 160,000 1,000,000 -

Included in the above are: Freehold land - - 1,000,000 - Buildings 490,000 160,000 - -

Certain investment property of the Group with the carrying amounts of approximately RM230,000 (2007: RM160,000) has been charged to a bank as security for banking facilities granted to a subsidiary. The said investment property was revalued together with the Group properties by independent professional qualified valuers using an open market value method.

The following are recognised in the income statement in respect of investment properties: Group Company 2008 2007 2008 2007 RM RM RM RM Rental income 6,000 5,000 120,000 30,000 Direct operating expenses: - income generating investment properties 998 998 - - - non-income generating investment properties 1,173 194 - -

5. PREPAID LEASE PAYMENTS

GROUP Unexpired period morethan50years RM Cost At 1 April 2006 - Effect of adopting FRS 117 858,993 At 1 April 2006, restated 858,993 Additions 23,590 At 31 March 2007/1 April 2007 and 31 March 2008 882,583

Unexpired period morethan50years RM Amortisation At 1 April 2006 - Amortisation for the year 4,771

At 31 March 2007/1 April 2007 4,771 Amortisation for the year 9,490 At 31 March 2008 14,261




5. PREPAID LEASE PAYMENTS (cont’d)

Carryingamounts Unexpired period morethan50years RM

At 1 April 2006, restated 858,993 At 31 March 2007/1 April 2007 877,812

At 31 March 2008 868,322

The title deed for the leasehold land is still in the process of being transferred to the subsidiary’s name. The carrying amounts of these land of the subsidiary is RM868,322 (2007: RM877,812).

6. INVESTMENT IN SUBSIDIARIES COMPANY 2008 2007 RM RM Unquoted shares at cost 28,171,985 28,171,985

Details of the subsidiary companies are as follows: Group’s

Countryof percentage NameofSubsidiary Incorporation interest Principalactivities 2008 2007 OKA Concrete Industries Malaysia 100% 100% Manufacture and sale Sdn Bhd of pre-cast concrete Products Held by OKA Concrete IndustriesSdnBhd OKA Readymixed Malaysia 100% 100% Trading of readymixed Concrete Sdn Bhd concrete

OKA Engineering & Malaysia 100% 100% Manufacture and Trading Sdn Bhd trading of prestressed concrete piles and readymixed concrete

Real Charisma Sdn Bhd * Malaysia 100% 100% Provision of transportation and other related services

Pembinaan Cahaya Emas Malaysia 100% 100% Construction and related Sdn Bhd* services * Not audited by KPMG.

7. OTHER INVESTMENTS GROUP 2008 2007 Non current RM RM

At cost: Quoted loan stocks in Malaysia 7,000 4,000 Market value: Quoted loan stocks in Malaysia 3,000 2,300






7. OTHER INVESTMENTS (cont’d)

No write down in value of investment is made as the investments which are held for long term are expected to recover its full carrying amounts.

8. RECEIVABLES, DEPOSITS AND PREPAYMENTS GROUP COMPANY Note 2008 2007 2008 2007 Current RM RM RM RM Trade Trade receivables a 24,942,048 23,991,925 - - Less: Allowance for doubtful debts b (3,268,598) (2,433,467) - - 21,673,450 21,558,458 - -

Non-trade Other receivables c - 5,009 - - Deposits 438,777 101,303 1,000 1,000 Prepayments 77,190 209,587 - - 515,967 315,899 1,000 1,000 Amount due from a subsidiary d - - 30,980,766 30,730,111

Total 22,189,417 21,874,357 30,981,766 30,731,111 Note a This includes an amount of RM137,570 (2007: RM172,859) denominated in Singapore Dollar, a

currency other than the functional currency. Note b

During the year, allowance for doubtful debts brought forward totalling RM1,558 (2007: RM14,570) was written off as bad debts.

Note c

Other receivables of the Group is shown net of allowance for doubtful debts of RM344,333 (2007: RM344,333).

Note d

The amount due from a subsidiary is non-trade in nature, unsecured, interest free and has no fixed repayment terms.

9. INVENTORIES GROUP 2008 2007 RM RM At cost: Raw materials 8,004,202 5,894,952 Finishedgoods 27,481,871 20,273,043 35,486,073 26,167,995


10. SHARE CAPITAL GROUP/COMPANY 2008 2007 RM RM Authorised: 100,000,000 ordinary shares of RM1 each 100,000,000 100,000,000

Issued and fully paid up: 60,021,000 ordinary shares of RM1 each 60,021,000 60,021,000

Revaluationreserves

The revaluation reserves relates to the revaluation of property, plant and equipment. Section 108 tax credit Subject to agreement by the Inland Revenue Board, the Company has sufficient tax exempt

income and Section 108 credit to distribute and frank all of its retained profits at 31 March 2008 if paid out as dividends.

The Malaysian Budget 2008 introduced a single tier company income tax system with effect

from year of assessment 2008. As such, the Section 108 tax credit as at 31 December 2007 will be available to the Company until such time the credit is fully utilised or upon expiry of the six-year transitional period on 31 December 2013 whichever is earlier.

11. DEFERRED TAX LIABILITIES Recogniseddeferredtaxassetsandliabilities Deferred tax assets and liabilities are attributable to the following:

GROUP Assets Liabilities Net 2008 2007 2008 2007 2008 2007 RM RM RM RM RM RM Property, plant and equipment - capital allowances - - (631,500) (641,200) (631,500) (641,200) - revaluation - - (549,396) (139,040) (549,396) (139,040) Provisions 300,000 295,000 6,300 - 306,300 295,000 Tax assets/ (liabilities) 300,000 295,000 (1,174,596) (780,240) (874,596) (485,240) Set off of tax (300,000) (295,000) 300,000 295,000 - - Net tax assets/ (liabilities) - - (874,596) (485,240) (874,596) (485,240) Deferred tax on revaluation of freehold land of a subsidiary provided prior to 2007 had been

reversed in the previous financial year by virtue of the exemption of Real Property Gains Tax on disposal of chargeable assets effective from 1 April 2007 as stated in Real Property Gains Tax (Exemption) (No. 2) Order 2007.




11. DEFERRED TAX LIABILITIES (cont’d) Unrecogniseddeferredtaxassets

Deferred tax assets have not been recognised in respect of the following items:

GROUP COMPANY 2008 2007 2008 2007 RM RM RM RM Other deductible temporary differences 80,000 73,000 80,000 73,000 Tax losses carry forward 28,000 87,000 - - 108,000 160,000 80,000 73,000

The deductible temporary differences do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits there from.

Movement in temporary differences during the year are as follows:

GROUP Recognised Recognised

inincomeRecognised inincomeRecognised At statement inequity At statement inequity At 1.4.2006 (Note 17) (Note 17) 31.3.2007 (Note 17) (Note 17) 31.3.2008 RM RM RM RM RM RM RM Property, plant and equipment - capital allowances 756,004 (114,804) - 641,200 (9,700) - 631,500 - revaluation 494,200 (3,160) (352,000) 139,040 (9,644) 420,000 549,396 Provisions - (295,000) - (295,000) (11,300) - (306,300)

1,250,204 (412,964) (352,000) 485,240 (30,644) 420,000 874,596

12. PAYABLES AND ACCRUALS

GROUP COMPANY Note 2008 2007 2008 2007 Current RM RM RM RM Trade Trade payables a 16,658,319 13,968,850 - -

Non-trade Other payables 46,225 - 1,200 10,000 Accrued expenses 1,165,931 753,556 247,162 126,472 Amount due to a subsidiary b - - - 100,500 1,212,156 753,556 248,362 236,972 Total 17,870,475 14,722,406 248,362 236,972 Note a This includes an amount of RM106,270 (2007: RM71,770) denominated in Singapore Dollar, a

currency other than the functional currency. Note b The amount due to a subsidiary is non-trade in nature, unsecured, interest free and has no fixed

repayment terms.




13. BORROWINGS (UNSECURED) GROUP 2008 2007 Current RM RM

Bankers’ acceptance 6,020,000 1,000,000 Trust receipts 250,000 -

6,270,000 1,000,000

Bankers’ acceptance is subject to an effective interest rate which ranged from 3.62% to 3.70% (2007: 3.51% to 3.95%) per annum, and trust receipts is subject to effective interest rate of 8.00% (2007: NIL) per annum.

14. REVENUE

Revenue of the Group consists of net invoiced values of prestressed and reinforced concrete piles, readymixed concrete and pre-cast concrete products including transportation charges.

Revenue of the Company consists of gross dividend income receivable from its subsidiary.

15. PROFIT/(LOSS)BEFORETAX Profit/(Loss) before tax is arrived at after charging:

GROUP COMPANY 2008 2007 2008 2007 RM RM RM RM Amortisation for prepaid lease payments 9,490 4,771 - -

Allowance for doubtful debts 1,081,790 944,315 - 344,333 Allowance for slow moving inventories 12,039 784,540 - - Allowance for litigation claims 25,000 - - - Audit committee fees 33,600 33,600 33,600 33,600 Auditors’ remuneration - Company auditors - statutory audit 43,000 31,000 10,000 8,000 - other services 8,000 8,000 8,000 8,000 - Other auditors - statutory audit - current year 3,000 2,700 - - - underprovision in previous year - 350 - - Bad debts written off 1,558 14,570 - - Bankers’ acceptance interest 122,578 46,617 - - Chairman’s fee 14,400 14,400 14,400 14,400 Change in fair value of investment property - - 26,790 - Depreciation 3,908,136 4,404,383 38,779 90,700 Impairment loss on revaluation of properties 87,446 - - - Property, plant and equipment written off 112,044 24,701 - - Personnel expenses (including Directors): - Contributions to Employees Provident Fund 527,081 439,384 163,851 140,765






15. PROFIT/(LOSS)BEFORETAX(cont’d)

Profit/(Loss) before tax is arrived at after charging:

GROUP COMPANY 2008 2007 2008 2007 RM RM RM RM - Wages, salaries and others 14,428,130 11,840,281 1,331,697 1,368,830 Rental of factory equipment 980,006 694,815 - - Rental of office building paid to a Director 43,560 39,600 - - Rental of factory land paid to: - a Director 36,000 36,000 - -

- others 59,760 99,200 - - Rental of workers quarters 19,720 14,959 - - Realised loss on foreign exchange (trade) - 731 - - and after crediting: Allowance for doubtful debts written back 233,740 62,145 - - Change in fair value of investment property 70,000 - - - Dividend income (gross) - 230 - - Gain on disposal of plant and equipment 33,999 30,000 - - Management fees received from a subsidiary - - 720,000 720,000 Interest income 25,708 41,633 - - Realised profit on foreign exchange (trade) 38,989 - - - Rental income 6,300 5,880 120,000 30,000

16. KEY MANAGEMENT PERSONNEL COMPENSATION The compensation for key management personnel which comprise of only Directors are as

follows:

GROUP/COMPANY 2008 2007 RM RM

Fees - current year 124,000 124,000 - (over)/underprovision in previous year (6,000) 12,000 Remuneration 795,250 837,000 Other short-term employees benefits 98,856 103,872 1,012,106 1,076,872

In addition to their salaries, the Group also provides non-cash benefits to Directors and the estimated monetary value of Directors benefits-in-kind of the Group is RM9,900 (2007: RM9,900).


17. TAXATION Recognisedintheincomestatements

GROUP COMPANY 2008 2007 2008 2007 RM RM RM RM Currenttaxexpense Malaysian - current year 151,000 (201,867) 576,000 559,132 - under/(over)provision in previous year 845 (75,984) 1,088 (161,699) Total current tax recognised in the income statement 151,845 (277,851) 577,088 397,433

Deferredtaxexpense Reversal of temporary differences (Note 11) (30,644) (412,964) - - Taxation 121,201 (690,815) 577,088 397,433 Reconciliation of effective tax Profit/(Loss) before tax 1,640,074 (2,718,898) 2,052,773 1,603,838 Income tax using Malaysian tax rates @ 26% (2007: 27%) 426,000 (734,000) 535,000 433,000 Effects of changes in or lower tax rate * (49,800) 2,400 - - Non-deductible expenses 124,300 107,200 31,000 15,000 Non-deductible income (34,000) - - - Tax incentives (548,000) - - - Effects of (recognised)/ unrecognised temporary differences (25,800) (70,000) - (6,000) Effects of reversal of temporary differences 224,200 (13,804) 10,000 - Adjustment in respect of previous year temporary differences - 100,500 - 117,000 Others 5,456 (7,127) - 132 122,356 (614,831) 576,000 559,132 Under/(Over)provision of tax in previous year - Income tax 845 (75,984) 1,088 (161,699) - Deferred tax (2,000) - - - Taxation 121,201 (690,815) 577,088 397,433

* The corporate tax rate are at 27% for year of assessment 2007, 26% for year of assessment

2008 and 25% for the subsequent years of assessment. Consequently, deferred tax assets and liabilities are measured using these tax rates. However, for small and medium companies, the tax rate for chargeable income up to RM500,000 remains at 20%.




17. TAXATION (cont’d) Taxrecogniseddirectlyinequity GROUP Note 2008 2007 RM RM Revaluation of property 11 (420,000) -

Reversal of deferred tax on revaluation of properties 11 - 352,000 Total tax recognised directly in equity (420,000) 352,000

18. EARNINGS PER ORDINARY SHARE Basicearnings/(loss)perordinaryshare The calculation of basic earnings/(loss) per ordinary share at 31 March 2008 was based on the

profit/(loss) attributable to ordinary shareholders of RM1,518,873 (2007: loss of RM2,028,083) and a weighted average number of ordinary shares of 60,021,000 (2007: 60,021,000) ordinary shares in issue during the year.

Diluted earnings per share

The Company has outstanding options to subscribe for new ordinary shares which is not converted at year end. As the exercise price exceeded the market value of the shares, the effect of the assumed conversion of the options to ordinary shares on the earnings per share was anti-dilutive for the current and preceding financial year.

19. DIVIDEND

Dividends recognised in the current year by the Group and the Company are:

GROUP/COMPANY Sen pershare Total amount Date of (net of tax) RM payment2008Final 2007 ordinary 1.82 1,095,383 28 November 2007

2007Final 2006 ordinary 2.16 1,296,454 16 November 2006

After the balance sheet date the following dividends were proposed by the Directors. These dividends will be recognised in subsequent financial reports upon approval by the shareholders.

Senpershare Totalamount (net of tax) RM

Final ordinary 2.22 1,332,466

20. EQUITY COMPENSATION BENEFITS

Shareoptionsplan

The Group offers vested share options over ordinary shares to executives (including Executive Directors) with at least two years of continuous service in the Group. Movements in the number of share options held by employees are as follows:

2008 2007 Outstanding at 1 April 3,230,000 2,415,000 Allocated during the year 924,000 930,000 Lapsed during the year * (112,000) (115,000)

Outstanding at 31 March 4,042,000 3,230,000

* Lapsed due to resignations and retirements.




20. EQUITY COMPENSATION BENEFITS (cont’d)

Details of share options granted: AggregateproceedsOptionexpirydate Issueprice ifsharesareissued RM RM

11.1.2009 1.74 1,245,840 11.1.2009 1.22 873,520 11.1.2009 1.00 2,610,000

4,729,360

21. FINANCIAL INSTRUMENTS

Financialriskmanagementobjectivesandpolicies

The main risks arising from the Group’s financial instruments in the normal course of business are credit risk, liquidity risk, foreign exchange risk and interest rate risk. The Group’s normal practices for managing each of these risks are summarised below:

Credit risk

The management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on certain major customers requiring credit from the Group. The Group does not require collateral in respect of financial assets.

At the balance sheet date, there were no significant concentrations of credit risk other than debts owing by four customers which constitutes 16% of the total trade receivables. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.

Liquidity risk

In the management of liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.

Foreign currency risk

The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than Ringgit Malaysia. The currency giving rise to this risk is solely Singapore Dollar.

It is not the Group’s policy to enter into foreign exchange contracts in managing its foreign exchange risk resulting from cash flows from transactions denominated in foreign currencies.

Interest rate risk

The Group is exposed to interest rate fluctuations in respect of its interest bearing short-term borrowings. However the fluctuation in interest rate, if any, is not expected to have a material impact on the financial performance of the Group.

Effective interest rates and repricing analysis

In respect of interest bearing financial liabilities, the following table indicates their average effective interest rates at the balance sheet date and the period in which they reprice or mature, whichever is earlier.




21. FINANCIAL INSTRUMENTS (cont’d)

GROUP Averageeffective Within interestrate Total 1year2008 % RM RMFloatingrateinstruments Bankers’ acceptance (unsecured) 3.62 - 3.70 6,020,000 6,020,000Trust receipts (unsecured) 8.00 250,000 250,000 6,270,000 6,270,0002007Floatingrateinstruments Bankers’ acceptance (unsecured) 3.51 - 3.95 1,000,000 1,000,000

Fairvaluesofrecognisedfinancialinstruments

In respect of cash and cash equivalents, receivables, short-term borrowings and payables, the carrying amounts approximate fair value due to the relatively short-term nature of these financial instruments. It was not practicable to estimate the fair value of the Group’s investment in unquoted shares due to the lack of comparable quoted market prices and the inability to estimate fair value without incurring excessive costs.

The aggregate fair value of the other financial assets carried on the balance sheet at 31 March are represented in the following table.

GROUP 2008 2007 Carrying Fair Carrying Fair amount value amount value RM RM RM RMLong term investments: Quoted loan stocks 7,000 3,000 4,000 2,300

No write down in value of investments is made as the investment which is held for long term is expected to recover its full carrying amount.

22. OPERATING LEASES

The Company leases out its investment property under operating leases (see Note 4). The future minimum lease payments under non-cancellable leases are as follows: COMPANY

2008 2007 RM RM

Less than one year 120,000 120,000Between one and five years 330,000 450,000

450,000 570,000

23. CAPITAL COMMITMENT GROUP

2008 2007 RM RMApproved and contracted for in respect of purchase of landed properties - 27,000




24. RELATED PARTIES

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

Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group and the Company either directly or indirectly. The key management personnel includes all the Directors of the Group and the Company and certain members of senior management of the Group and the Company.

GROUP 2008 2007 RM RMTransactionswithDirector:OngKoonAnn

Rental of office building paid 43,560 39,600Rental of factory land paid 36,000 36,000

COMPANY

Transactionswithasubsidiary:OKAConcreteIndustriesSdnBhd

Management fee received 720,000 720,000Gross dividend receivable 3,000,000 3,000,000Rental received 120,000 30,000

The transactions with the Directors and subsidiary have been entered into in the normal course of business and have been established under negotiated terms.

COMPANY 2008 2007 RM RM

Balanceoutstandingat31MarchAmount due from/(to) subsidiaries:- OKA Concrete Industries Sdn Bhd 30,980,766 30,730,111- OKA Readymixed Concrete Sdn Bhd - (100,500)

All outstanding balances with these related parties are priced on an arm’s length basis and have no fixed repayment terms. None of the balances is secured.

25. CONTINGENT LIABILITIES (UNSECURED)

Group-Litigation

A claim of RM250,000 (2007: RM250,000) was made against one of the subsidiaries for defamation and loss of business. The Directors of the subsidiary are of the opinion that there is no merit to the claim made based on legal opinion obtained from the solicitors and do not expect any liability to arise. Therefore no provision is made in the financial statements.




25. CONTINGENT LIABILITIES (UNSECURED) (cont’d)

Company–Corporateguarantees

Corporate guarantees totalling RM22,550,000 (2007: RM27,550,000) are given to banks and suppliers in respect of bank and trade credit facilities granted to a subsidiary. The amounts outstanding or utilised by the subsidiary as at year end are as follows:

2008 2007 RM RM

Trade balances outstanding 1,091,014 613,262

Bankers’ acceptance utilised 6,020,000 1,000,000

Trust receipt 250,000 -

26. SEGMENTAL INFORMATION

No segmental information is disclosed as the Group only engages in the manufacture and sale of concrete products in Malaysia.

27. CHANGE IN ACCOUNTING POLICIES

The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended 31 March 2008.

The adoption of FRS 117, Leases, has resulted in a change in the accounting policy for leasehold land of the Group which had previously been classified as property, plant and equipment.

The cost of the leasehold land has been reclassified to prepaid lease payments retrospectively. The change in accounting policy does not have any effect on the net profit for the current and previous years.

28. COMPARATIVE FIGURES

Certain comparative figures have been reclassified as a result of changes in accounting policies as stated in Note 27. AspreviouslyGROUP Asrestated stated 2007 2007 RM RMConsolidatedBalanceSheetProperty, plant and equipment 35,403,565 36,281,377Prepaid lease payments 877,812 -

ConsolidatedCashFlowStatementAcquisition of prepaid lease payments (23,590) -Acquisition of property, plant and equipment (4,713,602) (4,737,192)Amortisation of prepaid lease payments 4,771 -Depreciation 4,404,383 4,409,154

The comparative for dividend per ordinary share on the income statement is shown at net instead of gross to conform to the current year’s presentation.



Proxy Form

EIGHTH ANNUAL GENERAL MEETING

I/Weof

being a member/members of OKA CORPORATION BHD., hereby appoint

of

or failing him/her, the Chairman of the Meeting as my/our proxy, to attend and vote for me/us on my/our behalf at the Eighth Annual General Meeting of OKA Corporation Bhd., to be held at Hotel Impiana Casuarina, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan, on Friday, 22 August at 11.00 a.m. and at any adjournment thereof. Please indicate with an “X” in the spaces provided below how you wish your vote to be cast. If no specific direction as to the voting is given, the proxy will vote or abstain from voting at his/her discretion.

RESOLUTIONS FOR AGAINSTResolution 1 Adoption of Audited Financial Statements and Reports for the financial year ended 31 March 2008Resolution 2 Declaration of first and final dividendResolution 3 Approval of payment of Directors’ feesResolution 4 Re-election of Mr. Chok Hooa @ Chok Yin Fatt, PMPResolution 5 Re-election of En. Sharifuddin Bin Shoib, AMPResolution 6 Re-appointment of Messrs. KPMG as Auditors and authorizing the Directors to fix their remunerationResolution 7 Authority to the Directors to issue shares pursuant to Section 132D of the Companies Act, 1965Resolution 8 Authority to the Directors to issue shares pursuant to the Executives’ Share Option Scheme

Dated this day of ,2008 Signature(s) / Common Seal

Notes:

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

2. To be valid this form duly completed must be deposited at the registered office of the Company not less than 48 hours before the time for holding the meeting.

3. A member shall be entitled to appoint at least one proxy to attend and vote at the same meeting, provided that the provisions of Section 149(1)(c) of the Act are complied with.

4. Where a member appoints more than one proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

5. If the appointor is a corporation, this form must be executed under its common seal or under the hand of an officer or attorney duly authorised.

Number of ordinary shares held


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The Company Secretary

OKA CORPORATION BHD.

6,LebuhrayaChateau,OffPersiaranKampar30250Ipoh,PerakDarulRidzuan

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STAMP

Documents

OKA CORPORATION BHD ( Incorporated in Malaysia under the