RESPONSIVE - Symphony Life · RESPONSIVE TIONALE We are innovative ... mission 02 Five-Year Financial Highlights 03 Corporate Structure ... he is a Director are Scomi Group Berhad

RESPONSIVE

COVER RATIONALE

We are innovative and creative, responding intimely manner to changes in customer andlifestyle needs

We are professional; we only work with the bestand have the highest standards in our class

We respect the law and the environment -we adhere to our codes of conduct

We believe in win-win

We are the employer of choice in our industry

Our customers come first

EXPERT

SOCIALLY RESPONSIBLE

PARTNERS

EMPLOYEE FOCUSED

CUSTOMER FOCUSED

We keep our promisesWTRUSTWORTHY

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The “Dream it, Build it, Live it”

theme for the cover celebrates our

progressive corporate spirit. Inspired

by the possibilities of tomorrow, we

are constantly creating new lifestyles

and designing innovative products.

The cover depicts children who are

drawing their vision of an ideal

community. The pristine and

eco-friendly world that they have

illustrated symbolises our commitment

to protecting the environment, even

as we strive to build communities

that fire the imagination and exceed

the expectations of our customers.

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III

contents

mission

02 Five-Year Financial Highlights

03 Corporate Structure

04 Our Latest Achievements

06 Corporate Information

07 Profile of Directors

14 Management Team

16 Our People

20 Chairman’s Statement

26 Statement on Corporate Social Responsibility

30 Corporate Highlights

31 Statement on Corporate Governance

39 Statement on Internal Control

42 Audit Committee Report

45 Additional Compliance Information

46 Statement of Directors’ Responsibility

47 Financial Statements

131 Analysis of Shareholdings

134 Properties Owned by Bolton Berhad Group

140 Notice of Annual General Meeting

142 Statement AccompanyingNotice of Annual General Meeting

Form of Proxy

• We develop and build properties providing our customers with best in class quality and superior value.

• We build homes and commercial properties that meet our customers’ needs for security, comfort, functionality and lifestyle.

• We work with the best to develop innovative products reflecting the latest trends in quality living.

• Our customers can trust us to keep our promises: to deliver a quality product on time, to help them make the buying experience memorable through excellent standards of pre-sale help, sales advice, and after sales service.

• We recruit and retain the best people in our industry and select our business partners carefully so that they guarantee us an excellent standard of workmanship.

• We adhere to strict code of conduct in the way we do business, respecting the law and the environment in everything we do.

• We adhere to high standard of governance and transparency so that we are the partner of choice.

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2007 2008 2009 2010 2011RM’000 RM'000 RM'000 RM'000 RM'000

Revenue 366,350 299,321 292,044 257,473 243,780

Profit before tax 84,124 62,492 38,113 50,704 20,324

Profit after taxation attributableto shareholders of the company 61,921 46,704 18,343 27,726 12,359

Total assets 834,310 753,525 743,554 732,861 802,414

Shareholders' funds 375,705 401,495 398,425 423,062 429,401

Paid-up capital 320,815 320,815 320,815 320,815 320,815

Earnings per share (sen) 19.53 15.34 6.33 10.12 4.51

Gross dividend per share (sen)- Interim - - - - -

- Final 2.50 3.00 1.50 3.00 2.00

Net dividend proposed/paid 5,662 6,576 3,083 6,168 4,112

Return on shareholders' funds (%) 16.48 11.63 4.60 6.55 2.88

Dividend cover 10.94 7.10 5.95 4.50 3.01

Net assets per share (RM) 1.21 1.36 1.45 1.54 1.57

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corporatestructure

our latest

achievements

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corporateinformation

Datuk Mohamed Azman bin Yahya(Non-Independent Executive Chairman)

Wing Kwong @ Chan Wing Kwong(Non-Independent Executive Director)

Tan Sri Nik Mohamed bin Nik Yaacob(Independent Non-Executive Director)

Datuk Zakaria bin Dato’ Ahmad(Independent Non-Executive Director)

Dato’ Robert Teo Keng Tuan(Independent Non-Executive Director)

Chin Jit Pyng(Non-Independent Non-Executive Director)

Abdul Sani bin Busu(Independent Non-Executive Director)

Lee Siew Choong(Independent Non-Executive Director)

AUDIT COMMITTEE

Dato’ Robert Teo Keng Tuan(Chairman)Datuk Zakaria bin Dato’ AhmadAbdul Sani bin BusuLee Siew Choong

SECRETARIES

Lim Seng Yon (MAICSA 0815774)Wong Wai Fong (MAICSA 7000896)

AUDITORS

Messrs. Ernst & Young(AF No.: 0039)Chartered AccountantsLevel 23A, Menara MileniumJalan DamanlelaPusat Bandar Damansara50490 Kuala LumpurTel : 603 7495 8000Fax : 603 2095 5332

SHARE REGISTRAR

Symphony Share Registrars Sdn. Bhd.(378993-D)Level 6, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : 603 7841 8000Fax : 603 7841 8151/52

PRINCIPAL BANKERS

CIMB Bank BerhadAffin Bank BerhadOCBC Bank (Malaysia) BerhadBank Islam Malaysia Berhad

REGISTERED OFFICE

Level 9, Symphony HouseDana 1 Commercial CentreJalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : 603 7844 6888Fax : 603 7844 6886

BUSINESS ADDRESS

Level 9, Symphony HouseDana 1 Commercial CentreJalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : 603 7844 6888Fax : 603 7844 6868Website : www.bolton.com.my

STOCK EXCHANGE LISTING

Main Market ofBursa Malaysia Securities BerhadStock Name : BoltonStock Code : 1538

BOARD OFDIRECTORS

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Datuk Azman Yahya, a Malaysian, aged 47, was appointed to the Board on 23 June 2005. He is the Executive Chairman of theCompany. He holds a first class honours degree in Economics from the London School of Economics and Political Science andis a member of the Institute of Chartered Accountants in England and Wales, the Malaysian Institute of Accountants and a fellowof the Malaysian Institute of Banks.

Datuk Azman Yahya was appointed by the Government of Malaysia in 1998 to set-up and head Danaharta, the national assetmanagement company and subsequently became its chairman until 2003. He was also the Chairman of the Corporate DebtRestructuring Committee (CDRC) which was set-up by Bank Negara Malaysia to mediate and assist in the debt restructuring ofviable companies until its closure in 2002. His previous career appointments include auditing with KPMG in London, finance withthe Island & Peninsular Group plus investment banking with Amanah Merchant Bank as the Chief Executive Officer.

Outside his professional engagements, Datuk Azman Yahya is active in public service. He sits on the boards of a number ofGovernment Linked Corporations namely Khazanah Nasional Berhad, Malaysian Airline System Berhad, PLUS ExpresswaysBerhad and Ekuiti Nasional Berhad. Datuk Azman Yahya also serves as a member of Bursa Malaysia Securities Market ConsultativePanel, the National Council for Scientific Research and Development, the National Innovation Council, the Special Taskforce toFacilitate Business (PEMUDAH) and the Malaysian Financial Reporting Foundation. He is a director of Sepang International Circuitand the Chairman of the Motorsports Association of Malaysia.

Presently, Datuk Azman Yahya serves as the Group Chief Executive of Symphony House Berhad as well as a Director of ScomiGroup Berhad. He also serves as Director of Air Asia Berhad and chairs the Joint Collaboration Committee of the MAS-Air AsiaComprehensive Collaboration Framework.

He attended all the six (6) meetings of the Board held in the financial year ended 31 March 2011.

Datuk Azman YahyaNon-Independent Executive Chairman

profile ofdirectors

Mr. Wing Kwong @ Chan Wing Kwong, a British citizen and a Permanent Resident of Malaysia, aged 55, was appointed to theBoard on 1 December 2007. He obtained his Bachelor of Science in Civil Engineering from University of Houston, Texas, U.S.A.He has over twenty-nine (29) years of experience and has been exposed to a wide range of industries.

Mr. Chan began his career as design engineer in the oil and gas sector in U.S.A. Upon his return from U.S.A., he joined theconstruction sector and worked on projects such as the prestigious thirty-eight (38) storey LUTH Building, Pusat Islam and MedanMara.

He was appointed as the Group Executive Director of Salcon Engineering Sdn. Bhd., a wholly-owned subsidiary of KumpulanEmas Berhad, the leading water engineering company in Malaysia, from 1994 to 1998. Mr. Chan joined Bolton Berhad as ChiefOperating Officer (“COO”) in November 2000. On 1 January 2004, he joined Kejora Harta Bhd. (“Kejora”), a then 32% associatedcompany of the Company as COO and was subsequently appointed to Kejora’s Board as an Executive Director on 15 April 2004.Mr. Chan was re-appointed as the COO of the Company on 1 April 2007 prior to his appointment as the Executive Director of theCompany.

He attended all the six (6) meetings of the Board held in the financial year ended 31 March 2011.

Wing Kwong @ Chan Wing KwongNon-Independent Executive Director

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Tan Sri Nik Mohamed Bin Nik YaacobIndependent Non-Executive Director

Datuk Zakaria Bin Dato’ AhmadIndependent Non-Executive Director

Tan Sri Nik Mohamed bin Nik Yaacob, a Malaysian, aged 62, wasappointed to the Board on 14 July 2005. Having graduated witha Diploma in Mechanical Engineering and a B.E. (Hons) Degreefrom Monash University, he went on to complete his Masters inBusiness Management at the Asian Institute of Management aswell as the Advanced Management Programme at HarvardUniversity.

He served as the Group Chief Executive of Sime Darby Berhadfrom 1993 until his retirement in June 2004 and during thisperiod, he also served on the Boards of the Sime Darby groupof companies. Tan Sri Nik was also the Chairman of the AdvisoryCouncil of National Science Centre and Chairman of the Boardof UiTM and served as a member of the INSEAD East AsianCouncil, National Council for Scientific Research andDevelopment, Coordinating Council for the Public-PrivateSectors in the Agricultural Sector, National CoordinatingCommittee on Emerging Multilateral Trade Issues and theIndustrial Coordinating Council. He was a representative forMalaysia in the Apec Business Advisory Council as well as theAsia-Europe Business Forum.

Tan Sri Nik is the Non-Executive Chairman of KencanaPetroleum Berhad. Other Malaysian public companies in whichhe is a Director are Scomi Group Berhad and Guocoland(Malaysia) Berhad. Tan Sri Nik is also an Executive Director ofYayasan Kepimpinan Perdana (Perdana Leadership Foundation).

He attended five (5) out of the six (6) meetings of the Board heldin the financial year ended 31 March 2011.

Datuk Zakaria bin Dato’ Ahmad, a Malaysian, aged 76, wasappointed to the Board on 4 December 2000. He is also amember of the Audit and Nominating Committees of theCompany. Datuk Zakaria obtained his Cambridge SchoolCertificate in 1954. He also holds a Certificate from the Instituteof Management (Intan) Kuala Lumpur and passed the FederalLaw in 1970.

Datuk Zakaria was attached to the Ministry of Defence from1961 to 1970 and has served as a Personal Secretary to theDeputy Prime Minister from 1964 to 1970 as well as a PrivateSecretary to the Prime Minister from 1970 to 1975 before beingappointed as Head of the Ceremonial & Protocol for the PrimeMinister Department from 1975 to 1978. He also held variouspositions with the Government such as the Malaysian TradeCommissioner to Thailand under the Ministry of InternationalTrade and Industry, and as Consul General to Thailand under theMinistry of Foreign Affairs.

He attended all the six (6) meetings of the Board held in thefinancial year ended 31 March 2011.

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Dato’ Robert Teo Keng TuanIndependent Non-Executive Director

Chin Jit PyngNon-Independent Non-Executive Director

Dato’ Robert Teo Keng Tuan, a Malaysian, aged 61, wasappointed to the Board on 8 April 2004 and is currently theChairman of the Audit and Nominating Committees as well as amember of the Remuneration Committee of the Company. Dato’Robert Teo is a Chartered Accountant by profession and amember of the Malaysian Institute of Accountants. He is also aFellow Member of the Institute of Chartered Accountants inEngland and Wales.

At present, Dato’ Robert Teo is the Managing Partner of RSMRobert Teo, Kuan & Co., a professional public accounting firm,which is a member of RSM International. He has more than thirty(30) years experience in taxation, audit and financial matters.

He has also undertaken Special Administrator appointments byPengurusan Danaharta Nasional Berhad for certain public listedcompanies and is also involved in the restructuring ofcorporations, some of which are listed on the Bursa MalaysiaSecurities Berhad. He served as a Director on the Board ofKejora Harta Bhd. from 2004 until its delisting in 2006.


Mr. Chin Jit Pyng, a Malaysian, aged 55, was appointed to theBoard on 28 March 2001. He was re-designated as SeniorExecutive Director on 26 April 2002 in charge of InformationTechnology Division and was subsequently re-designated as aNon-Executive Director of the Company on 1 April 2007. He isalso a member of the Remuneration Committee of the Company.Mr. Chin obtained his Bachelor of Science degree majoring inComputer Studies from Brighton Polytechnic, U.K.

Mr. Chin was professionally engaged with IBM for more thanthirteen (13) years, where he was responsible for a number ofstrategic project implementations, including projects for thenational telecommunications company as well as the biggestcommercial bank in Malaysia gaining knowledge on the bankingand finance applications software sector, specifically, in-depthknowledge of electronic banking services and branchautomation.

He currently serves as a Director of PanGlobal Berhad.


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Encik Abdul Sani bin Busu, a Malaysian, aged 60, wasappointed to the Board on 24 September 1998. He is also theChairman of the Remuneration Committee and a member of theAudit and Nominating Committees of the Company. Encik AbdulSani graduated with a diploma in Banking Studies from InstituteTeknologi MARA (UiTM) and holds a Bachelor of Science(Finance) degree from Syracuse University, U.S.A. plus a Masterin Business Administration (Finance) from Central MichiganUniversity, U.S.A.

He began his career with Institute Teknologi MARA (UiTM) as alecturer in 1979 and left the teaching profession in 1980 topursue a career in merchant banking. He joined AsianInternational Merchant Bankers Berhad (the present PublicMerchant Bank Berhad) as a Banking Officer and remained atPublic Merchant Bank Berhad, in the Corporate BankingDepartment, for slightly more than seventeen (17) years until heleft the organisation in 1997. His last position at the merchantbank was that of General Manager, Corporate Banking wherehis main responsibility was to manage the Corporate Bankingand Capital Market Divisions.


Mr. Lee Siew Choong, a Malaysian, aged 69, was appointed tothe Board on 23 June 2005. He is also a member of the AuditCommittee. Mr. Lee obtained his Bachelor of Laws (Honours)Degree from Singapore and was called to the Malaysian Bar in1968.

He serves as a Director of KAF–Seagroatt & Campbell Berhad,KAF Trustee Berhad, KAF Investment Bank Berhad andKumpulan Hartanah Selangor Berhad.

He attended four (4) out of the six (6) meetings of the Board heldin the financial year ended 31 March 2011.

Abdul Sani Bin Busu

Independent Non-Executive Director

Lee Siew Choong

Independent Non-Executive Director

None of the Directors of the Company has any family relationship with any Director and/or Major Shareholder of the Company, nor any conflict ofinterest with the Company. They have not been convicted of any offences within the past ten (10) years other than traffic offences, if any.

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imaginingperfect communitiesWe use our creativity to plan ideal communities for future generations.Every detail is analysed and every effort is made to ensure excellence.

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Tomy GohHuman Resources & Administration

Datuk Azman YahyaExecutive Chairman

Hazurin HarunChief Financial Officer

James CheahBusiness Development & IT

Peter CheongInternal Audit

Josephine LimSecretarial & Legal

Koay Beng HockFinance & Accounts

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Paul RichardProperty Management Services

John LouProject

Pamela TanSales

Azman Shah Mohd YusofMarketing & Corporate Services

Chan Wing KwongExecutive Director

Tommy AngProject

Tan Teong HeeContract

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Sales

Internal Audit

Finance

Project

Business Development & IT

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Marketing & Corporate Services

Secretarial & Legal

Property Management Services

Contract

Accounts

Human Resources & Administration

creatinglandmark townshipsWe spare no effort in turning our dreams into glorious achievements.Harnessing the dedication, energy and experience of our workforce,we are establishing dynamic communities that will continue toflourish in the future.

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In my statement in last year’s AnnualReport, I had mentioned that the BoltonGroup, having completed theTransformation Phase, is geared up andready for the next level of sustainablegrowth and prosperity. Indeed, I regard thepast financial year as the inflexion point ofour proud 47-year history based on theGroup’s admirable achievements during theyear.

For the first time ever, we recorded propertysales of more than half a billion ringgit, andin the course of doing so, we elevated ourposition to no. 22 in The Edge’s Top 30Property Developers 2010 ranking. Ourbranding has become stronger, and themedia and the investment fraternity havebegun to take notice of this 47-year oldcompany with the energy levels comparableto, if not exceeding that of a dynamic youngstart-up company!

REVIEW OF FY2011

Financial Performance

For the financial year ended 31 March 2011,the Group registered a record sales figureof RM585.0 million due to the excellenttake-up of 6ceylon, Arata, Surin, and TamanTasik Prima whilst we continued to enjoy thebenefits of steady sales from our BandarAmanjaya and Lavender Heights projects.Our revenue was down slightly by RM13.7million to RM243.8 million compared withthe last financial year as our 6ceylon, Arataand The Wharf projects were only launchedin the second half of the financial year.

Our Profit Before Tax was lower at RM20.3million. This is partly due to the accountingstandards requirement to account upfrontfor all marketing expenses, free legal feesand stamp duty associated with our recordsales figure. I consider this to be ananomaly because as we begin to deliver onour projects, we will be reaping the benefitsof higher profits. In any case, we have madeit quite clear that our priority is sales, andwe are happy to report that our unbilledsales amounted to RM484.6 million as at 31March 2011, our highest figure everachieved.

Of equal importance is our cashflow. Duringthe financial year, we amassed RM63.4million (excluding the payment for theacquisition of land in Ukay Perdana) cashfrom our operations, which puts us in a firmposition to sustain our growth plans. Thedisposal of Campbell Complex for RM50.0million which was completed in March 2011was a strategic move to raise cash andfocus on property development.

We also obtained additional lendingfacilities from banks amounting to RM195.0million. This allowed us to make what wasour biggest land acquisition in terms ofvalue thus far, the purchase of the 23-acretract of land in Ukay Perdana, Ampang fora purchase consideration of RM72.0 millionwhich was completed in December 2010.

Together with a cash balance of RM89.3million as at 31 March 2011, we now havea war chest of RM250.0 million available forworking capital and future land acquisitions.Even if we fully draw down on our lendingfacilities, our net gearing ratio would only be0.59 times, which is still at a manageablelevel.

Property Development

Taman Tasik Prima Puchong

The 345-acre township fronting the 200-acre Tasik Prima continues to generateinterest from home buyers andbusinessmen. We successfully launchedour Cascadia townhouses in early 2010which received tremendous response. TheWharf, our 3-in-1 lifestyle commercialdevelopment, was launched in August 2010and the first component of thedevelopment, Bizwalk, comprising 32 unitsof 3-storey showroom offices priced fromRM2.2 million onwards, were fully taken up.As a result, we recorded sales of RM194.9million.

BUILDING THE FOUNDATIONFOR SUCCESS

chairman sstatement

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Surin

Our flagship project in Penang registeredstrong take-up with the launch of Tower A.The 390-unit freehold luxury twin-toweredcondominiums which command a majesticview of the sea and the Ferringhi tourist beltis 88% sold, with the leftover units beingBumi units. We are currently in the processof applying for progressive release of theBumi units. The first tower is ready forhandover towards the third quarter ofFY2012. For FY2011, Surin registered arevenue of RM53.2 million compared withRM13.8 million in FY2010.

Arata

The 100-unit, three-block high-endcondominiums adjacent to our Tijanidevelopment in Bukit Tunku with a GDV ofRM155.0 million was launched in July 2010.We have sold 60% of the units, one of theblocks was sold en-bloc to a foreign bulkpurchaser. For FY2011, Arata recordedsales of RM75.5 million.

6ceylon

The 33-storey luxury developmentcomprising 215 units was almost all soldout at the end of FY2011 without an officiallaunch event due to the advanced bookingsalready received. For FY2011, the urbanrejuvenation development on the siteformerly known as Bolton Court in BukitCeylon registered sales of RM167.7 million.

Lavender Heights

Lavender Heights had a good year withsales of RM33 million compared with RM5.3million the previous year as a result of goodresponse to the sale of bungalow lots.

Bandar Amanjaya

The 1,412 acre fully-integrated townshipdevelopment continues to be the bread-and-butter for our Group, contributingrevenue of RM41.6 million compared withRM33.1 million the previous year. Theproject is likely to record steady growth asthe Government introduces new incentivesand initiatives for affordable housing.

Property Management

Property Management recorded aconsistent revenue registering RM11.6million in the previous year. With thedisposal of Campbell Complex, the incomefrom this division is only derived fromLangkawi Fair and the focus for this year isto refresh the brand and value propositionof Langkawi Fair to ensure betteroccupancy and higher rental rates.

Quarry Operations

The quarry income is fixed at a minimum ofRM3.0 million tribute income, based on theagreement to lease out the quarryoperations in 2007.

Highlights of the Year

• Human Capital Development

I believe that the Group is now atoptimal strength in terms of staffing,and living up to our ambition of beingthe Employer of Choice, we havebegun in earnest to chart the careerpath of our staff by developing thehuman capital that we have. I am verypassionate about training and I havemade sure that no expense is sparedso that our staff are properly trainedand they gain as much knowledge andskills required to perform at the highestlevels for the Group.

In August 2010, we launched the TalentLeadership Development Programme,a 10-month intensive programmewhich armed the participants with thelatest in management theory, businessstrategy and leadership skills, whilstsubjecting them to project work basedon case studies. I am proud to say thatthe first batch of 18 leaderssuccessfully graduated from theprogramme in June 2011 and they arebeing groomed for the future. Similaroffshoot programmes are already inplace for the executives and non-executives to deepen their knowledgeand widen their perspective.

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• Corporate Social Responsibility

Several corporate social responsibility(CSR) initiatives were carried out by theGroup mostly under the auspices ofour active Bolton Sports and SocialClub. These included the ChristmasParty for Rumah Shelter in December2010, Ride for Gaza charity bicycle ridein January 2011, and the Chinese NewYear Open House at Taman Tasik PrimaPuchong in February 2011.

The highlight of our CSR calendar wasThe Wharf Hoarding DesignCompetition which we held in March2011, where 14 teams from the leadingart and design universities and collegestook part. The competition which wasthe first of its kind in the country,received wide media coverage and wasthe talk of the town as it provided aplatform for young creative talents toexpress themselves by turningsomething as mundane as a perimeterhoarding into an art canvas.

FACING UP TO FUTURE CHALLENGES

At the time of writing, the world economywas hit with the news of a credit ratingdowngrade of the USA from AAA to AA+ byStandard & Poor’s, the first time that theworld’s leading economy has beendowngraded since 1917. The news hit theglobal equity markets hard and the long-term repercussions of the downgrade haveyet to be determined.

• Awards and Recognition

Bolton is now ranked 22nd in TheEdge’s Top 30 Property Developers’2010 ratings, a jump of 8 places fromthe previous year. Earlier this year, ourluxurious Tijani 2 North project won theExcellent Landscape Design andPlanning Honour Award at the MalaysiaLandscape Architecture Awards 2010.

Our biggest achievement to date mustsurely be for The Wharf which won theHighly Commended Award in theMixed Use Category for Malaysia at theAsia Pacific Property Awards 2011which was held in Shanghai in May thisyear. This was the first time that Boltontook part in such a prestigious eventand to win an award at the first attemptwas indeed a proud moment for all ofus.

We continue to receive favourablemedia coverage on our projects,activities and events as a result of ourengagement with the press based on astrategic corporate communicationsplan. The investment fraternity is alsotaking an interest in our company withregular visits by fund managers andresearch analysts seeking briefings andupdates on the company’s plans. Wenow have more than 25% of ourshareholdings held by institutional fundmanagers.

“Our priority is sales,

and we are happy to

report that our unbilled

sales amounted to

RM484.6 million as at

31 March 2011, our

highest figure ever

achieved.”

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The incessant rumours of further policytightening by the Government to curbproperty market speculation through thereinstatement of multi-tiered Real PropertyGains Tax and imposition of tightermortgage lending conditions continue toaffect the local property market sentiment.

It is against this backdrop that the Group istaking all the necessary actions to ensurethat our growth path is not hindered. Thereis a need to launch our products quicklyand sell the units as fast as possible whilstthe demand is still strong.

For the current financial year, we aim tolaunch the following:

The Wharf at Taman Tasik Prima Puchong

• 2 out of the 3 blocks of The WharfResidence serviced apartments (667 units)

• 32 units of 2-storey showroom office asan extension of BizWalk

• The Wharf Retail Mall

The three components make up anestimated GDV of RM500.0 million.

Tijani Ukay

• a gated and guarded project in UkayPerdana (117 units of zero-lot bungalowsand 9 units of bungalows) with anestimated GDV of RM323.0 million.

51G Kuala Lumpur

• 71 units of supercondos with a privatecarport in each unit with an estimatedGDV of RM207 million.

We have also received preliminaryapprovals for our proposed revision to thedevelopment plan of our 4.3 acres JalanMayang land in the KLCC area which weplan to launch next year. The project will bea mixed commercial development with anestimated GDV of RM1.8 billion.

In essence, we have a total GDV of RM3.0billion worth of projects to be launchedwithin the next 12 months which will propelus to the premier league of propertydevelopers in the country. We are stillconsidering more land acquisitions and arealso looking for potential joint venturedevelopment opportunities. We need to beon top of our game, there is a need forspeed in thought and action to convertdevelopment plans into actual sales. Wehave to continue to push the envelope interms of creativity and innovation withregard to our product range, our marketingstrategy, our business developmentinitiatives and our customer service.

This can only happen if the team at Boltonpull together and exhibit the Bolton teamspirit and work towards achieving all ourgoals and targets. I assure all theshareholders that there will not be any lackof endeavour on our part. And I amconfident that the team that we haveassembled at Bolton has the capability,enthusiasm and drive to compete with ourrivals and ensuring our continued success.I hope to report even better news in nextyear’s Annual Report, God willing.

A WORD OF GRATITUDE

As always, my sincere appreciation goesout to the Board of Directors whom, underthe various committees and functions, hasserved, guided and advised the Groupdiligently and consistently at a time whenthe market has been fraught withuncertainties. The Audit Committee hascontinued to perform its role not only as awatchdog but also as a reference point toensure that the Management team operateswithin the realms of good corporategovernance. The remarks made frequentlyby analysts that Bolton is a well-governedcompany bear testimony to theeffectiveness of the Board.

I am deeply appreciative and proud of ourstaff whose hard work, dedication,innovativeness, perseverance and theirpersonification of the “Bolton Team Spirit”continue to inspire me to ensure that Boltonlives up to the promise that we become the“Employer of Choice”.

To the shareholders of Bolton, I thank youfor your unwavering support and I believethat the growth path which we have chartedwill reap huge rewards for you in the not toodistant future.

Until next year, I humbly remain……

Yours faithfully,

AZMAN YAHYAExecutive Chairman

8 August 2011

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relishingsublime lifestylesWe are delighted to reward our customers with modern lifestyles in ahealthy environment. They can always count on us to help them live life to the fullest.

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As a responsible corporate

citizen, we recognise that we

have a duty to make life better

for all our stakeholders in

ways that truly matter. We are

also cognisant of the fact that

in order to achieve

sustainable success over the

long term, we need to build

trust, develop mutual respect

and make a real difference to

our stakeholders by

addressing issues that they

care most about.

During the financial year

ended 31 March 2011,

our Corporate Social

Responsibility (“CSR”)

initiatives were centred on

four key areas – Human

Capital Development;People

Welfare; Communication and

Engagement; and Community

Service.

A. HUMAN CAPITAL DEVELOPMENT

Training

For the financial year ended 31 March2011, BOLTON spent RM432,000 ondeveloping comprehensive trainingcourses for all job levels to furtherenhance BOLTONians’ skill sets andknowledge. These programmes rangefrom job-related technical training tosoft skills, leadership, management andadministrative courses.

A total of 22 training courses wereorganised internally by BOLTONcomprising both functional training aswell as soft skills training. We also sentBOLTONians on 35 external trainingsand courses during the year as wecontinue to evolve into a learningorganisation.

Talent Leadership DevelopmentProgramme

In August 2010, we launched theinaugural 10-month Talent LeadershipDevelopment Programme (TLDP) aspart of our People Developmentstrategy in our mission of becoming an

Employer of Choice. The programme isa natural extension of BOLTON’sinitiatives towards attracting, optimisingand retaining top talents in itsworkforce. The programme’s objectiveis to enhance the leadershipcapabilities of its staff, thus creating aleadership pipeline for successionplanning and is a key component ofBOLTON’s transformation into aperformance-centric organisation.

The TLDP was customised toBOLTON’s requirements with extraemphasis on topics such as personalbranding, performance excellence,developing leadership traits andentrepreneurial mindsets. Theparticipants were exposed to variouschallenging business and financesimulation activities and went onknowledge-sharing field visits. Theparticipants also had to complete livebusiness case study projects withtopics such as landbank acquisition;corporate branding strategy; creating aperformance-centric organisation;customer relationship managementand process improvement whereby

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statement on corporate

they presented their findings andrecommendations to BOLTON’s Boardof Directors and senior management.BOLTON identified 18 high potentialand high performing staff from variousdepartments ranging from executivesto middle management levels toparticipate in the programme whichtook place from 18 August 2010 to 25May 2011.

B. PEOPLE WELFARE

The BOLTON Sports & Social Club andthe BOLTON Safety & HealthCommittee continued to lead in theorganisation of various activities toenhance the team spirit amongstBOLTONians. For the financial yearended 31 March 2011, the followinginitiatives were carried out:-

Walk Hunt in Melaka

BOLTON’s mini treasure walk hunt tookplace in the historic city of Melaka.More than 40 BOLTONians took to thestreets of Melaka in search of hiddenclues as well as participating in fearfactor type challenges.

Excursion to Medan/Lake Toba

A group of 40 BOLTONians took off fora short weekend retreat to Medan andLake Toba.

Bowling Tournament

50 of BOLTON’s finest bowlers took tothe lanes of Sunway Pyramid andbattled it out to find the best team, andtop male and female bowlers.

Christmas Dinner

This year’s Christmas dinner was held atthe Tenji, the Japanese buffet restaurant.

Lou Sang

The Chinese New Year dinner was heldin Saujana Golf Resort. Apart from thesumptuous meal, BOLTONians receivedangpows and lucky draw prizes.

C. COMMUNICATION AND ENGAGEMENT

Employee Engagement Survey

BOLTON’s annual EmployeeEngagement Survey providesBOLTONians with the opportunity to

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social responsibility

provide feedback to our seniormanagement about what we are doingwell and areas in which we need toimprove. These insights areincorporated for strategic planningacross the Group.

BOLTON’s Brainwave Box

During the year, we introduced theBrainwave Box in order to inculcate asense of ownership and responsibilityamong staff in giving suggestions andideas for the betterment of the Group.Topical issues are set periodically andall staff are invited to provide their viewsand ideas. The topics focus on costsavings; improving efficiency;improving product quality; sales andmarketing ideas; enhancing theBOLTON brand; improving workenvironment and team spirit andcorporate social responsibilityinitiatives. Incentives are given to thebest ideas.

Movie Charity Fundraising

BOLTON raised more than RM60,000when it organised movie charityfundraising events in aid of two welfarehomes – Pusat Penjagaan Kanak-kanak Cacat Taman Megah, PetalingJaya and SIMA Handicapped Centre,Penang. The children from these twohomes were treated to moviescreenings of “Prince of Persia” and“Despicable Me” followed by lunch.

Townhall

During the year, we had regularTownhall sessions with all BOLTONianswhere our Executive Chairman sharedin detail the Group’s strategies andaction plans as well as to provideupdate and honest assessment of pastperformance of the Group. TheEmployee Appreciation Awards werealso presented during these Townhallsessions to acknowledge thecontributions of the staff who excelledin their jobs and went beyond the callof duty in their pursuit of excellence.

D. COMMUNITY PROGRAMMES

Earth Day at Langkawi Fair

In conjunction with Earth Day, BOLTONteamed up with Kelab Amal WanitaLangkawi, Malaysian Nature Society,The Westin and The Four Seasons toorganise “No Plastic Day” at LangkawiFair Shopping Complex. Apart from theno plastic bag campaign, other activitiesthat were held for shoppers includedchildren drawing and colouringcontests, talks and exhibition onrecycling, and a fancy dress competitionutilising recycled materials.

Shelter Home’s Christmas Wish

BOLTONians brought smiles to thechildren of Shelter Home when theyfulfilled their Christmas wishes during aChristmas Party held at the ShelterHome this year. 31 children receivedpresents based on their Christmaswishes which were placed on aChristmas tree at BOLTONheadquarters. These wishes werefulfilled by Bolton staff who were quickto respond generously in the spirit ofChristmas. During the Christmas party,Bolton staff also organised games andactivities for the children. ShelterHome, which was established in 1981,is a registered voluntary organisationfor children who have been abandoned,neglected, orphaned or abused.

Ride for Gaza

A team of BOLTONians took part in the“Ride 4 Gaza”, a charity cycling eventwhich was held to create awareness ofthe situation in Gaza and to raise fundsfor the Palestinians. The “Ride 4 Gaza”was organised by the People’sAssociation for Peace (AMAN) Malaysiaand supported by ASTRO andPerbadanan Putrajaya. The fundsraised were used to support the effortsof the humanitarian team, to maintainthe ship and crew, for volunteer trainingand also to purchase supplies for miniprojects to reconstruct Palestine.

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Lion Dance at BOLTON HQ

The Lunar New Year of the Rabbit wasreceived with smiles and cheer asBOLTONians were treated to a liondance performance by the award-winning WSH Dragon Troupe.

Annual Blood Donation Drive

Our Lavender Heights sales team jointlyorganised a blood donation drive withPusat Perkhimatan Darah, HospitalTuanku Ampuan Najihah, Kuala Pilah atthe Sales Office in Senawang. Theresponse was overwhelming as 22donors came forward to fulfill a noblecause.

The Wharf Hoarding DesignCompetition

BOLTON organised a one-of-a-kindhoarding design competition at itsaward-winning The Wharf lifestylecommercial lakefront development atour Taman Tasik Prima township inPuchong. 14 teams from the mostprestigious art and design colleges anduniversities in Malaysia participated inthe competition. The winning design,from a team representing The OneAcademy, will be used to adorn themain road perimeter hoarding of TheWharf project site throughout theconstruction period.

Chinese New Year Open House atTaman Tasik Prima

More than 500 residents attendedBOLTON’s Chinese New Yearcelebrations at Taman Tasik PrimaPuchong. The all-day open house is anannual event for residents and the daystarted off with a special acrobaticperformance by a troupe of performersspecially flown in from China. This wasthen followed by a lion danceperformance during which the God ofProsperity handed out angpows to allwho were present. Other highlightsincluded performances by a Chineseorchestra and local artistes, and acalligraphy competition.

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19 April 2010Majestic Focus Sdn. Bhd. acquired the remaining 50% less 1 ordinary share equity interest in Prima Nova Harta Development Sdn. Bhd.(PNHD) for a total cash consideration of RM28,040,000. PNHD is now an indirect wholly-owned subsidiary of Bolton.

10 June 2010Bolton Studio, the Group’s modern and minimalist themed sales gallery, opens to public. Located at Bolton’s headquarters at SymphonyHouse, Dana 1 Commercial Centre, the sales gallery also features a show unit of 6ceylon and impressive touch screen displays.

19 June 2010Bolton launched the last and final block of Surin, the Group’s maiden property development venture in Penang, for sale. Tower A comprises190 units with units ranging between 1,300 sq ft and 2,830 sq ft.

8 July 2010The Group’s Taman Tasik Prima sales office underwent an extensive renovation exercise and now features a state-of-the-art sales gallery.Known as Bolton Studio @ TTP, the sales gallery is a replication of the Group’s Bolton Studio.

24 July 2010More than 200 guests attended the launch of the much awaited Arata, the final phase of Bolton’s signature Tijani development in BukitTunku. The low-density project features distinctive architecture and offers 10 contemporary designs.

6 August 2010The Company’s 47th Annual General Meeting was held.

20 August 2010The Group’s The Wharf lakefront commercial development was unveiled with much aplomb. The 15-acre project offers boutique showroomoffices, serviced apartments and a retail mall. The 3-in-1 development is envisioned to become the “Neighbourhood Lifestyle Destination”in Puchong upon completion in 2015.

8 September 2010Bolton paid a First and Final Dividend of 3.0 sen per share less 25% income tax in respect of the financial year ended 31 March 2010.

10 December 2010Ketapang Realty Sdn. Bhd. completed its acquisition of a piece of leasehold land in Selangor measuring approximately 22.98 acres for atotal cash consideration of RM72.0 million.

18 January 2011A topping out ceremony was held for Tower B at Surin, the Group’s maiden property development project in Penang, which is well ontrack towards completion. Tower B purchasers can expect to receive their keys by the end of this year.

28 January 2011Bolton organised a customer appreciation night and feted a group of customers from its sell-out 6Ceylon condominium project to anunforgettable evening of fine food and good music at its luxurious Tijani development.

27 March 2011Bolton organised a unique art and design competition at its Taman Tasik Prima township in Puchong. The Wharf Hoarding DesignCompetition was highly successful with 14 young and creative teams from the country’s top art and design colleges and academiesbattling out to come up with the winning design based on the “Dream It, Build It, Live It” theme.

31 March 2011Bolton completed the disposal of its 100% interest in Lim Thiam Leong Realty Sdn. Bhd. (“LTLR”) to Shapadu Resources Sdn. Bhd.(formerly known as Shapadu Global Sdn. Bhd.) for a total cash consideration of RM50 million. Accordingly, LTLR ceased to be a subsidiaryof Bolton.

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corporate highlights

31

Statement on Corporate Governancefor the financial year ended 31 March 2011

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The Board of Directors of BOLTON (”the Board”) is committed toupholding the highest standards of corporate governance throughoutthe Group as expressed in the Principles of and Best Practices inCorporate Governance as set out in the Malaysian Code of CorporateGovernance (“the Code”).

The Code has served as a fundamental guide to the Board indischarging its principal duty to act in the best interests of theCompany as well as managing the businesses and affairs of theGroup efficiently. The Board fully understands their collectiveresponsibilities in guiding the business activities of the Group inreaching an optimum balance of a sound and sustainable businessoperation in order to safeguard shareholders’ value. With the Group’svision to be one of the top property developers in Malaysia, the Boardacknowledges the corporate governance tenets of transparency,accountability, integrity and corporate performance as theprerequisites of a responsible corporate citizen.

The Board is pleased to share the manner in which the Principlesof the Code have been applied in the Group in respect of thefinancial year ended 31 March 2011 and the extent to which theCompany has complied with the Best Practices of the Code. TheBoard believes that the Principles and the Best Practices set out inthe Code have, in all material respects, been adhered to andcomplied with.

A. BOARD OF DIRECTORS

Board Composition and Balance

The composition of the Board has remained unchanged sincethe last financial year. The Board comprises of eight (8)members, out of which, two (2) members are ExecutiveDirectors, including the Executive Chairman, one (1) Non-Independent Non-Executive Director and five (5) IndependentNon-Executive Directors. The proportion of Non-ExecutiveDirectors in the Board is very much within the prescribedminimum of one-third as stipulated in Paragraph 15.02 of theMain Market Listing Requirements of Bursa Malaysia SecuritiesBerhad (“LR”).

In terms of how the Board operates, there is a clear division ofresponsibilities in the Group. The Executive Chairmanrepresents the Board to shareholders and investors andprovides Board leadership and direction on policy formationand decision making. He is ably assisted by the ExecutiveDirector who is responsible for implementing the policies anddecisions of the Board in the day-to-day operations of theGroup.

The role of Non-Executive Directors is crucial in upholding theprinciples of good corporate governance. The current Non-Executive Directors are of varied experience and technicalbackground including from the legal and accountingfraternities, government and public administration andmultinational stewardship at the highest levels. The breadth ofexperience and knowledge provides not only the necessarybalance of power and authority to the Board as part of a goodgovernance structure but also strengthens the Board withunbiased and independent views and insights, valuable adviceand unwavering judgement, taking into consideration theinterests of all stakeholders.

A brief write-up of the background of the members of the Boardas at the date of this statement is represented from pages 7 to11 of this Annual Report.

Board Meetings

During the financial year ended 31 March 2011, six (6) Boardmeetings and five (5) Audit Committee meetings were held anda summary of attendance of each director at these meetings isas follows:

No. of BoardDirectors Meetings Attended

Datuk Mohamed Azman bin YahyaExecutive Chairman 6 out of 6

Wing Kwong @ Chan Wing KwongExecutive Director 6 out of 6

Tan Sri Nik Mohamed bin Nik YaacobIndependent Non-Executive Director 5 out of 6

Chin Jit PyngNon-Independent Non-Executive Director 6 out of 6

Datuk Zakaria bin Dato’ AhmadIndependent Non-Executive Director 6 out of 6

Dato’ Robert Teo Keng Tuan Independent Non-Executive Director 6 out of 6

Abdul Sani bin Busu Independent Non-Executive Director 6 out of 6

Lee Siew ChoongIndependent Non-Executive Director 4 out of 6

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No. of AuditDirectors Committee Attended

Datuk Zakaria bin Dato’ AhmadIndependent Non-Executive Director 5 out of 5

Dato’ Robert Teo Keng Tuan Independent Non-Executive Director 5 out of 5

Abdul Sani bin Busu Independent Non-Executive Director 5 out of 5

Lee Siew ChoongIndependent Non-Executive Director 3 out of 5

All the present Directors have complied with the attendancerequirement as stipulated by the LR.

Appointment to the Board

The Nominating Committee has been entrusted with theresponsibilities for proposing and recommending the rightcandidates to the Board for appointments. In addition, theNominating Committee also has the function of assessing theeffectiveness of the Board, reviewing the skills andcompetencies of individual Directors and the composition ofthe various Committees of the Board. The objective is toimprove the Board’s effectiveness, identify gaps, maximisestrengths and address weaknesses of the Board.

The terms of reference and composition of the NominatingCommittee are detailed later in this statement.

Retirement and Re-election of Directors

Article 83

This article provides that at least one third of the Directors aresubject to retirement by rotation at each Annual GeneralMeeting (“AGM”) and that all Directors shall retire from officeat least once in every three years but shall be eligible for re-election.

At the last AGM, Dato’ Robert Teo Keng Tuan and Chin Jit Pyngretired under this article and due to their excellent servicesrendered to the Board in the past, were subsequently re-elected as Directors.

At the forthcoming AGM, Wing Kwong @ Chan Wing Kwong,Lee Siew Chong and Abdul Sani bin Busu will retire under thisArticle and being eligible, have offered themselves for re-election.

Section 129 of the Companies Act, 1965

This Section requires Directors over the age of seventy tosubmit themselves for re-appointment at every AGM inaccordance with Section 129(6) of the Companies Act, 1965.

At the last AGM, Datuk Zakaria bin Dato’ Ahmad retired underthis Section and, also due to his excellent services rendered tothe Board, was duly re-appointed as an Independent Non-Executive Director.

At the forthcoming AGM, Datuk Zakaria bin Dato’ Ahmad willagain retire under this Section and has agreed to submithimself for re-appointment.

Directors’ Training

Apart from attending the Mandatory Accreditation Programmeand the Continuing Education Programme accredited by BursaSecurities, all Directors are encouraged to continue to attendtraining programmes and seminars to further enhance theirskills as well as to keep abreast with amendments in theregulatory guidelines and changes in the business environment.It is therefore important for the Board to supplement, or rather,complement the extensive experience and knowledge of theDirectors with training on topical and current issues relating tothe Group’s business with the intention to further improve thequality of advice and guidance given by members of the Board.

During the financial year, the Board members attended thefollowing training:

Current Legal andPractical Issues AffectingHousing Developers by

Messrs Tang & Ling,Advocates and Solicitors

Directors Fortner Consulting

Datuk Azman Yahya √

Mr. Chan Wing Kwong √

Tan Sri Nik Mohamed √

Mr. Chin Jit Pyng √

Datuk Zakaria √

Dato’ Robert Teo √

Encik Abdul Sani √

Mr. Lee Siew Choong √

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On top of the above, the Executive Chairman Datuk AzmanYahya also attended the following courses and seminars:

1. “PLUS International Expressway Conference and Exhibition PIECE2010”;

2. “LSE Malaysia Alumni Public Lecture - Malaysia’s New EconomicModel: The Next Steps”;

3. “Implementing Effective Project Strategies: Case Study on theMonorail Project for Mumbai”;

4. “Talk on Competition Law and Its Impact”;

5. “Majlis Konsultansi Bajet 2010/2011 – Seizing GlobalOpportunities”;

6. “7th Sime Darby Lecture Series: Securing Tomorrow’s World –Using Nature’s Wealth More Sustainably”;

7. “The 13th National Housing and Property Summit: CEO Panel –Where is the Housing and Property Sector Heading?”;

8. “The Perdana Leadership Foundation CEO Forum CEO Panel:Approaching 2020 Malaysia’s Decade for Growth – What MakesA Corporation Exceptional?”;

9. “Khazanah Megatrends Forum 2010”; and

10. “KLBC Fireside Chat with YB Dato’ Sri Idris Jala, Minister in thePM’s Department: The Economic Transformation Programme –What’s In It for Me?”.

Mr. Chan Wing Kwong also attended the following seminar:

1. “Balanced Scorecard by Fortner Consulting”.

Tan Sri Nik Mohamed bin Nik Yaacob also attended the following seminars:

1. “Money in Islam”;

2. “Competency as the Backbone of Transformation”;

3. “Implementing Effective Project Strategies: Case Study on the Monorail Project for Mumbai”;

4. “Intellectual Capital”;

5. “International Conference on Gaza – Breaking the Siege”;

6. “The Perdana Leadership Foundation CEO Forum 2010 –Approaching 2020 Malaysia’s Decade for Growth”; and

7. “The Code of Public Governance” Roundtable Discussion.

Dato’ Robert Teo Keng Tuan also attended the following seminars:

1. “The Changing Landscape of Shareholder Activism – the Roles We Play”;

2. “CG Best Practices Forum”;

3. “National Tax Conference 20011”;

4. “2011 Budget Talk”; and

5. “Sustainability Programme for Corporate Malaysia – Powering Business Sustainability”.

Lee Siew Choong also attended the following seminar:

1. “Sustainability Programme for Corporate Malaysia – Powering Business Sustainability”.

Supply of Information

The Board has full and timely access to complete informationpertaining to the Group’s state of affairs, with completefinancial and non-financial information. All Directors are givenample notice for each Board meeting and are provided with anagenda and a set of Board papers prior to each meeting.Management has made concerted efforts to ensure that theDirectors have the maximum time possible to read, review anddigest the matters to be discussed at the Board meetings inorder for the deliberations at the Board meetings to be moremeaningful and constructive, so that informed decisions canbe made.

Detailed briefings are done at the meetings by Managementand where necessary, professional and independent opinionshave also been made available to the Directors either in theform of written opinions or the physical presence of theprofessionals, by invitation, at the meetings to field queries bythe Directors. This ensures that the Directors havecomprehensive understanding of the issues deliberated at themeetings and to facilitate informed decision-making.

Minutes of every Board’s meeting are circulated to eachDirector prior to the confirmation of the minutes at the followingBoard meeting. The Board also receives minutes of all sub-committees’ meetings and is briefed on the issues raised at therespective Committees’ meetings to ensure that all Directorsare kept informed of the Committees’ activities.

The Directors also have full access to the advice and servicesof the Company Secretaries for updates on the latest regulatoryenvironment.

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Code of Conduct

The Group has in place a Code of Conduct that is applicable toall staff and Directors of the Group. The Code of Conduct isessentially a set of rules to govern the standards of good conductand ethics within the Group and in the Group’s relationship withexternal parties in upholding the good name of the Group.

Whistle Blowing Policy

As part of its commitment to uphold the highest standards ofethics, integrity and accountability, the Group has also put inplace a Whistle Blowing Policy. This is essentially a mechanismto enable the employees and members of the Board to discloseinternally any serious malpractice or misconduct without fear ofreprisal. This policy provides a safe and acceptable platform foremployees and other members of the Group to channel theirconcerns about illegal, unethical or improper business conductaffecting the Group.

Board Committees

The Board delegates certain responsibilities to the respectiveCommittees of the Board which operates with specific termsof references to support and assist the Board in discharging itsfiduciary responsibilities. These Committees have beenaccorded the necessary authority to analyse the relevant issuesand report to the Board with their proceedings anddeliberations. Where Committees have no authority to makedecisions on matters reserved for the Board, recommendationswould be highlighted to the Board for approval.

The Company has four (4) principal Board Committees.

Audit Committee

The Board is assisted by the Audit Committee, whosecomposition, roles and functions and summary of its activitiesduring the financial year are set out in the Audit CommitteeReport on pages 42 to 44 of this Annual Report.

The Board carried out an assessment of the effectiveness ofthe Audit Committee during the financial year. Based on theassessment, the Board is satisfied with the performance of theAudit Committee as a whole and each of its members.

Nominating Committee

The terms of reference and the duties and responsibilities ofthe Nominating Committee are:

(i) To recommend to the Board, candidates for alldirectorships to be filled by the shareholders or the Board.

(ii) To consider in making its recommendations, candidatesfor directorships proposed by the Chief ExecutiveOfficer/Managing Director and, within the bounds ofpracticality, by any other senior executive or any otherdirector or shareholder.

(iii) To recommend to the Board, Directors to fill the seats onBoard’s Committees.

(iv) To annually review the required mix of skills andexperience and other qualities, including corecompetencies, which Non-Executive Directors shouldbring to the Board.

(v) To annually assess the effectiveness of the Board as awhole, the Committees of the Board, and to assess thecontribution of each individual Director, includingIndependent Non-Executive Directors, as well as the ChiefExecutive Officer/Managing Director. All assessments andevaluations carried out by the Nominating Committee inthe discharge of all its functions is properly documented.

The Nominating Committee shall be appointed by the Board ofDirectors from among their number and shall be composed ofnot fewer than two (2) members of whom:

(a) all are Non-Executive Directors; and

(b) all or a majority are Independent Directors.

The members of the Committee shall elect a Chairman fromamong their number and the quorum for any meeting of theCommittee shall be two (2).

If a member of the Committee resigns, dies or for any otherreason ceases to be a member, resulting in the number ofIndependent Directors comprising of less than the majority ofthe members or the number of members being reduced tobelow two (2), the Board of Directors shall, within three (3)months of that event, appoint such number of new membersas may be required to comply with the requirement thatIndependent Directors constitute a majority of the members orto make up the minimum number of two (2) members, as thecase may be.

The Nominating Committee members are as follows:

Dato’ Robert IndependentTeo Keng Tuan (Chairman) Non-Executive Director

Datuk Zakaria bin IndependentDato’ Ahmad Non-Executive Director

En Abdul Sani bin Busu IndependentNon-Executive Director

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The Committee consists entirely of Non-Executive Directors,all of whom are independent. The Nominating Committee isresponsible for nominating the right candidates with therequired skills, experience and attributes for recommendationto and appointment by the Board.

The Board, through the Nominating Committee, hasimplemented a process of evaluating the effectiveness andperformance of the Board as a whole as well as theeffectiveness and contributions of each individual Director.

During the financial year, the Committee has assessed theExecutive Chairman, the individual Directors, the BoardCommittees and the Board as a whole and is satisfied with theperformance of the Board and believes that the Board reflectsa good mix of skills with different professional backgrounds,knowledge, financial and business expertise, experience andqualifications to enable the Board to provide clear and effectiveleadership to the Group.

The Nominating Committee meets as and when necessary andcan also make decisions by way of circular resolutions.

Remuneration Committee

The terms of reference of the Remuneration Committee are asfollows:

The Remuneration Committee shall establish a formal andtransparent procedure on executive remuneration andrecommend to the Board of Directors the remuneration of theExecutive Directors in all its forms, drawing from outside adviceas necessary.

Executive Directors should play no part in the decisions on theirown remuneration. The individual concerned should abstainfrom discussing their own remuneration.

The Remuneration Committee shall be appointed by theDirectors from among their number and shall be composed ofnot fewer than two (2) members, all or a majority of whom areNon-Executive Directors.

The members of the Committee shall elect a Chairman fromamong their number and the quorum for any meeting of theCommittee shall be two (2).

If a member of the Remuneration Committee resigns, dies or forany other reason ceases to be a member resulting in the Non-Executive Directors comprising of less than the majority of themembers or the number of members being reduced to belowtwo (2), the Board of Directors shall, within three (3) months ofthat event, appoint such number of new members as may berequired to comply with the requirement that Non-ExecutiveDirectors constitute a majority of the members or to make upthe minimum number of two (2) members, as the case may be.

The Remuneration Committee members are as follows:

Abdul Sani bin Busu Independent(Chairman) Non-Executive Director

Dato’ Robert Teo Keng Tuan IndependentNon-Executive Director

Chin Jit Pyng Non-IndependentNon-Executive Director

The Committee is responsible for recommending to the Boardthe appropriate remuneration of the Executive Directors.

Individual Directors do not participate in discussions ordecisions concerning his remuneration packages.

Risk Management Committee

The objective of the Risk Management Committee (“RMC”) isto assist the Board in discharging its fiduciary duties tosafeguard shareholders’ investment and the Group’s assetsthrough a sound and objective system of internal control andrisk management policies and processes.

The RMC was established and entrusted with the task ofassisting the Board in formalising the Group’s risk managementpolicy which involves the following:

• Ensuring compliance with the Authorities requirements ofBursa Malaysia Securities Berhad’s Statement on InternalControl – Guidance for Directors of Public ListedCompanies;

• To identify and quantify all business and operational riskson a timely basis;

• Ensuring that the business risk of the Group is beingreviewed on a periodic basis;

• To review the standard policies and procedures to be inplace for all identified risks;

• To recommend and quantify favourable and unfavourablefactors identified with each risk factor on a timely basis;

• To evaluate internal management capabilities to managethese risks; and

• To report to the Board/Audit Committee on the risk profileof the entire Group.

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Authority and Scope

The RMC has delegated authorities from the Board with a remitthat encompasses all risk management activities within theGroup including compliance with the risk managementstrategy. The RMC shall report to the Board/Audit Committee.

Composition

The membership of the RMC has been approved by the Boardof Directors and the members are:

• Chief Financial Officer (Chairman)• Financial Controller• Head, Corporate Finance• General Manager - Project• General Manager - Marketing

The Secretary of the RMC shall be the Head, CorporateFinance.

The RMC is responsible for:

• Establishing Strategic Context – ensuring that the strategiccontext of the risk management strategy is complete andtakes into account the environment within which the Groupoperates and the requirements of Board and stakeholders.

- Relationship between the Group and its environment.- Requirements of internal and external stakeholders

and their risk perceptions.

• Establishing Risk Management Processes – determiningthe overall risk management processes that should beadopted by the divisions and subsidiaries and developingguidelines and policies for implementation.

- Conduct risk identification for divisions andsubsidiaries.

- Conduct risk evaluations, factors and the level ofassessment.

- Determine risk treatments – implementation of plansand options that the business can utilise to deal withrisks.

• Establishing Risk Management Structure – ensuring ashort and long term risk management strategy, frameworkand methodology have been implemented andconsistently applied to all divisions and subsidiaries.

• Ensuring Risk Management Capability – ensuring riskmanagement processes are integrated into all corebusiness processes and that the culture of theorganisation reflects the risk consciousness of the Board.

- Ensure that risk management processes areintegrated into all core business processes.

- Establish clear ownership and communication ofrisks.

• Establishing Reporting Mechanism – providing aconsolidated risk and assurance report to the Board andExternal Auditors to support the statement relating tointernal control in the Company’s Annual Report.

- To provide a consistent and complete risk profile,consolidated view of the Group and remedial actions.

- Assurance as to adherence to risk managementstructure and external requirements.

• Establishing Business Benefits – identifying opportunitiesto release potential business benefits through theenhancement of risk management capabilities within theGroup.

• Establishing Effectiveness of Risk Management Processes – simplifying and improving the effectiveness of existing risk management structures.

• Managing the Risk Management Program – supporting theimplementation of the risk management processes withinthe business. The RMC will act as steering committee forthe Group’s Risk Management Program.

- To implement best practice risk managementprocesses that will improve the effectiveness of theGroup.

- Meet all corporate governance requirements.

Frequency of Meetings

The RMC shall meet on a quarterly basis. Additional meetingsmay be called as and when required by the RMC.

During the financial year the RMC convened a total of four (4)meetings i.e. once every quarter to discuss the Group-wide riskprofile as presented by the individual risk owners. High andnew risk areas are immediately flagged and reported to theAudit Committee whose comments and advice are noted forthe full Board’s information. Risk issues that cannot be resolvedat the Audit Committee’s level are brought immediately for theBoard’s deliberations.

B. DIRECTORS’ REMUNERATION

Remuneration Procedure

The Remuneration Committee is responsible for therecommendation of the salary and other benefit packages -policy and framework of Directors, including ExecutiveDirectors. However, it is nevertheless the responsibility of theBoard to approve the remuneration packages of theseDirectors.

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The remuneration packages of Executive Directors are linked totheir individual performance and of the Group which includessalary, benefits and performance-related/incentive pay which issubject to the Group’s financial performance.

Any salary reviews would take into account of market salaryranges as well as being broadly comparable and competitivelyin line with those awarded by similar companies.

As for the Non-Executive Directors, the Board considers theirresponsibility and time commitments, taking into account thenumber of Board meetings, membership of Board Committeesand all additional work and contribution towards the Group.

Details of Directors’ Remuneration

The aggregate and range of remuneration the Executive andNon-Executive Directors received and will receive from theCompany for the financial year ended 31 March 2011 are in thefollowing tables:

Salaries & TotalFees & Other

Aggregate Allowances EmolumentsRemuneration (RM) (RM)

Executive Directors - 3,141,000 3,141,000

Non-ExecutiveDirectors 347,000 - 347,000

Total 347,000 3,141,000 3,488,000

Range of Executive Non-ExecutiveRemuneration (RM)

50,001 – 100,000 - 61,150,001 - 1,200,000 1 -1,950,001 - 2,000,000 1 -

Total 2 6

C. SHAREHOLDERS

Shareholders and Investor Relations

The Board acknowledges the importance of maintainingtransparency and accountability to its shareholders and itsinvestors and to timely disseminate the Group’s performanceand any significant developments affecting the Group. Thepublic announcement via Bursa Securities, namely theQuarterly and Annual financial results provide an overview ofthe Group’s financial performance and operations to itsshareholders, institutional shareholders and investors.

At each AGM, the principal forum for dialogue with allshareholders, the Board takes pleasure in presenting theprogress and performance of the Group’s business.Shareholders are encouraged to participate in the Question andAnswer sessions on the proposed resolutions or about theGroup’s operations in general. The members of the Board aswell as the External Auditors of the Company are also presentto respond to the shareholders’ questions raised during themeeting.

The Executive Chairman and the Executive Director also fromtime to time conduct briefings for business analysts, largeshareholders, corporate partners and financial institutions tokeep them informed of the various activities and initiativesundertaken by the Group. Exclusive and adhoc interviews arealso given to the media to disseminate information to the publicthrough the printed press.

The Group also communicates through its website atwww.bolton.com.my especially for details of recent launches.

Details of the Senior Independent Non-Executive Director towhom concerns regarding the Group may be conveyed are asfollows:

Post : Encik Abdul Sani bin Busuc/o Secretarial DepartmentLevel 9, Symphony HouseDana 1 Commercial CentreJalan PJU 1A/4647301 Petaling JayaSelangor Darul Ehsan

Fax : (603) 7844 6886

D. ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board seeks to present a balanced, clear andunderstandable assessment of the Group’s financial positionand prospects. In presenting the annual financial statementsand quarterly announcements of the Group’s financialperformance to shareholders, the Board is primarily responsiblefor ensuring that all applicable accounting and regulatorystandards have been complied with. The Directors also havethe responsibilities for taking steps as are reasonably availableto them to safeguard the assets of the Group and prevent anyfraud or irregularities.

The Statement by Directors pursuant to Section 169(15) of theCompanies Act, 1965 is set out on page 46 of this AnnualReport.

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Relationship with Auditors

The Audit Committee supports the Board in its responsibility to oversee the financial reporting and the effectiveness of the internalcontrol of the Group.

Key features for the relationship of the Audit Committee with both the internal and external auditors and summary of the activities ofthe Audit Committee during the financial year are set out in the Audit Committee Report on pages 42 to 44 of this Annual Report.

Internal Control

The Board has overall responsibilities for corporate governance and the development of sound internal control system for the Groupto achieve its objectives within the acceptable risk profile as well as safeguarding shareholders’ interest and the Group’s assets.

The Group’s Statement on Internal Control is set out on pages 39 to 41 of this Annual Report.

The Statement on Corporate Governance is made in accordance with the resolution of the Board of Directors dated 15 June 2011.

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Statement on Internal Controlfor the financial year ended 31 March 2011

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Board Responsibility

The Board of Directors (Board) is aware and is cognisant of theimportance of maintaining a sound system of internal controls tosafeguard shareholders interests and assets of the Group asprescribed by the Malaysian Code of Corporate Governance(Code).

The Board has established on-going processes for identifying,evaluating and managing the significant risks encountered by theGroup. The Board through its Audit Committee periodically reviewsthese processes. The Board has also established procedures toimplement the recommendations of the “Statement on InternalControls: Guidance for Directors of Public Listed Companies”.

However, due to the inherent limitations in any system of internalcontrol, this system is designed to manage the Group’s risks withinthe level of an acceptable risk profile, rather than eliminate the risk,in order to achieve the Group’s business objectives and policies.Accordingly, it can only provide reasonable but not absoluteassurance against material misstatement of management andfinancial information and records or against financial losses or fraud.

The Key Elements of the System of Internal Controls aresummarised below:

1. CONTROL STRUCTURE, ACTIVITIES AND ENVIRONMENT

1.1 Board and Board Committee

Five (5) Independent Non-Executive Directors togetherwith one (1) Non-Independent Non-Executive Directorcomplement the existing two (2) Executive Directors toensure that all strategies proposed are fully discussed andevaluated for a second opinion.

The Audit Committee assists the Board in overseeing theoverall management of principal areas of risks andevaluate the adequacy and effectiveness of the riskmanagement and internal control system and integrity ofthe financial information. The Nomination, Remunerationand Tender Committees have been delegated with specificresponsibilities with written terms of reference, authorityto examine all matters within their scope of responsibilitiesand report back their recommendations to the Board fordecision making.

The Board held six (6) meetings to discuss strategic,operational and any major issues affecting the Group, thusensuring that it maintains full and effective supervision overappropriate controls. Monitoring of status of achievementof the Key Performance Indicators (KPI) were alsodiscussed at Board meetings.

Audit Committee held five (5) meetings to discuss andreview the Group’s direction, financial performance andannouncements to Bursa Securities on its quarterlyfinancial results. In these meetings, the effectiveness of thesystem of internal control, risk management and corporategovernance were also discussed. The annual financialresults are disclosed to shareholders after review and auditby the external auditors.

Audit Committee also held two (2) meetings with theExternal Auditors without the presence of ExecutiveDirectors or management. All the members of the AuditCommittee are Independent Non-Executive Directors thusensuring full independence, non-involvement in theGroup’s daily operations, transparency and governance.

1.2 Organisational Structure

Establishment of clear written organisational anddivisional/departmental structure with defined reportinglines, responsibilities and delegated authority which areupdated regularly. Competent and responsible personnelare engaged to oversee the various departments within theGroup for efficiency, effectiveness, accountability andtransparency.

1.3 Planning and Monitoring

Monthly management meetings with various departmentalheads and chaired by the Executive Chairman reviewedthe financial performance, business development anddeliberate on management, operational, corporate andstrategic issues.

Off-site meetings held annually with senior managementstaff to brainstorm on the Group’s planned goals anddirections, current progress and status in achieving thosegoals including KPIs, and to identify gaps and relevantaction plans thereon to address these gaps.

Site/show office visits by Directors including holding ofBoard and Audit Committee meetings at site /show officesfurther enhance and complement the Directors’understanding and monitoring of the current businessoperations at site.

Annual departmental and Group budgets were preparedby management, reviewed by the ExecutiveDirector/Executive Chairman and approved by the Boardfor accountability and transparency. Actual performanceswere monitored against budget and explanations soughtand given for significant variances.

1.4 Communication, Limits, Systems, Policies and Procedures

As part of the Group communication and informationsystem, quarterly staff briefings/Town Hall meetings wereconducted by the Executive Chairman to provide a two-way communication with staff for better understanding ofthe Group’s performance and direction.

A structured management reporting and communicationprocess embedded whereby monthly performance aremeasured, analysed and compared with budgets withcommentaries thereon are forwarded to management forreview and discussion during monthly managementmeetings.

The Group’s Delegated Authority Limits together with therelevant Departmental Operational Manuals and theEmployee Kit specifies relevant authority limits for eachlevel of management and policies and procedures forguidance on daily operations. The close involvement of theExecutive Chairman and Executive Director in the dailyoperations of the Group provides further assurance of theinternal control procedures. Departmental OperationalManuals are reviewed and updated regularly to reflectchanges in risks and/or resolve operational deficiencies,as well as changes to legal and regulatory compliancerequirements relevant to the Group.

The written Code of Conduct and Whistle Blowing Policysets out the standards for appropriate ethical andprofessional behaviour for all employees to enhance staffconduct and control consciousness.

Annual external independent quality audit conducted byassessors from the ISO certification body ensure that theQuality Management System for Project Management areadequately implemented.

1.5 Human Resources

A structured recruitment, onboarding process includingorientation/new hire ramp-up plan and annualperformance appraisal system ensures quality staffs areretained within the Group.

A wide variety of structured training and developmentprograms conducted both internally and externally,covering all levels of staff equips and upgrades staffknowledge and competency. A Talent LeadershipDevelopment Programme (TLDP) implemented during theyear identified and groomed the talents within the Groupto cater for the challenging business environment and aspart of the business succession planning.

2. RISK MANAGEMENT

The Bolton Group’s Risk Management Policy is to identify,measure, control and mitigate risks that affect the operationsof the Group’s business.

Our challenge is to apply a Group-wide risk managementframework and assessment systematically to all parts of ourbusiness to ensure that risks are minimised or mitigated whilstenhancing opportunities.

Our commitment to maintain a proper risk managementframework is driven and monitored by the Board of Directorsthrough the Audit Committee and is implemented by the RiskManagement Committee.

The enterprise risk management framework involves theprocess of risk awareness culture, identifying and evaluatingsignificant business risks facing the Group on a continuousbasis and ensuring appropriate design and operation ofcontrols to manage these risks. The Risk ManagementCommittee, comprising departmental heads, also known asrisk owners holds quarterly meetings chaired by the ChiefFinancial Officer and significant risk matters and issues arisingthereon are addressed and reported accordingly to the AuditCommittee on a quarterly basis. Risk owners update theirrespective written risk registers on a quarterly basis forproactive monitoring of the status of their risks.

3. INTERNAL AUDIT

Internal Audit adopts a risk-based approach in developing itsannual audit plan which addresses the core auditable areasbased on its risk profile documented under their respective riskregisters. The annual audit plan is presented and approved bythe Audit Committee.

Internal Auditors conduct regular and systematic audits of thebusiness processes and operations to monitor and scrutinisecompliance with procedures, applicable laws, regulations,directives and guidelines and assess the effectiveness of thesystem of internal control, governance and risk management.Audit reports highlighting areas of weaknesses and proposedimprovements in the system of internal control and riskmanagement are forwarded directly to the Audit Committee fordiscussion. Internal Auditors conduct follow-up actions toensure all improvements agreed by the Audit Committee werepromptly acted upon by Management.

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CONCLUSION

Based on the above, the Board is pleased to disclose that the Group’s system of internal control is sufficient to safeguard shareholders’investments and the Group’s assets in line with the Malaysian Code of Corporate Governance. No significant control failures or weaknessesthat would result in material losses and require disclosure in the Group’s Annual Report were identified during the review. Nevertheless,the Board together with the Management is continuously taking measures to improve the policies, procedures and processes to furtherstrengthen the system of internal control including risk management of the Group.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

The External Auditors have reviewed this Statement on Internal Control for inclusion in the annual report of the Group for the financialyear ended 31 March 2011 and reported to the Board that nothing has come to their attention that causes them to believe that thestatement is inconsistent with their understanding of the process the Board has adopted in the review of the adequacy and integrity ofthe system of internal control within the Group.

The Statement on Internal Control is made in accordance with the resolution of the Board of Directors dated 15 Jun 2011.

The Board of Directors of Bolton Berhad is pleased to present the Audit Committee Report for the financial year ended 31 March 2011.

This Audit Committee Report is prepared in accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad(“Listing Requirements”) and which is in compliance with the Malaysian Code of Corporate Governance (“Code”).

COMPOSITION AND MEETINGS

The Audit Committee was established by the Board of Directors and comprises four (4) members, all of whom are Independent Non-Executive Directors. The Chairman of the Audit Committee is a Chartered Accountant by profession and a member of the MalaysianInstitute of Accountants. The detailed profiles of all the members of the Audit Committee are shown in the Board of Directors profile.

The Audit Committee meetings are appropriately structured based on agendas and Committee papers that are distributed to the memberswith sufficient notification. The Audit Committee held a total of five (5) meetings during the financial year ended 31 March 2011. Themembers of the Audit Committee and details of their attendance are as follows:

Composition Directorship status Number ofMeetings

Held Attended

Dato’ Robert Teo Keng Tuan (Chairman) Independent Non-Executive Director 5 5

Datuk Zakaria bin Dato’ Ahmad Independent Non-Executive Director 5 5

Abdul Sani bin Busu Independent Non-Executive Director 5 5

Lee Siew Choong Independent Non-Executive Director 5 3

The Company Secretary as Secretary to the Audit Committee was present by invitation together with representatives of the ExternalAuditors, the Head of Internal Audit, the Head of Finance and certain members of the management.

In addition to the above meetings, the Committee also held two (2) meetings with the External Auditors without the presence of anymanagement including the Company Secretary and Executive Directors.

TERMS OF REFERENCE

The Committee is governed by its written terms of reference, which spells out its authorities and duties in accordance with Paragraph15.11 of the Listing Requirements and are as detailed below:-

1. Membership

The Audit Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3) members,a majority of whom shall be Independent Directors. All members of the Committee must be Non-Executive Directors and at least one(1) member of the Committee must be a member of the Malaysian Institute of Accountants or possesses such other qualificationsand experience as prescribed or approved by the Bursa Malaysia Securities Berhad (“Bursa Securities”).

The Chairman of the Committee shall be an Independent Director appointed by the Board. He shall report on each meeting of theCommittee to the Board.

The quorum shall consist of two (2) members and a majority of the members present must be Independent Directors.

If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of membersis reduced to below three (3), the Board shall, within three (3) months of that event, appoint such number of new members as maybe required to make up the minimum number of three (3) members.

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2. Reporting Procedure

The Company Secretary shall be the Secretary responsible, inconjunction with the Chairman, for drawing up the agenda andcirculating it to the Committee members prior to the meeting.

The Secretary shall also be responsible for keeping the minutesof meetings of the Committee and circulating them to theCommittee members and to the other members of the Board.

3. Frequency of Meetings

Meetings shall be held not less than four (4) times a year andHead of Finance and representatives of the Internal andExternal Auditors shall normally attend such meetings. Othermembers of the Board and employees may also attend uponthe invitation of the Committee. At least twice a year, theCommittee shall meet the External Auditors without thepresence of the executive Board members and employees.

4. Authority

The Committee is authorised by the Board to investigate anyactivity within its terms of reference and shall have unrestrictedaccess to both the Internal and External Auditors and to allemployees of the Group. The Committee is also authorised bythe Board to obtain external legal or other independentprofessional advice as necessary.

5. Functions

The functions of the Committee are:-

i) To consider the appointment or re-appointment of theExternal Auditors, the audit fees and any questions ofresignation or dismissal.

ii) To review and discuss with the External Auditors :-

• the nature and scope of the audit;• the External Auditors’ evaluation of the system of

internal controls, their management letter and auditreport;

• problems and reservations arising from the interimand final audits and any matter the External Auditorsmay wish to discuss (in the absence of Management,where necessary); and

• the External Auditors’ management letter andManagement’s response.

iii) To review and discuss with the Internal Auditors :-

• the adequacy of the scope, functions, competencyand resources of the internal audit functions, and thatit has the necessary authority to carry out its work;and

• the internal audit programme process, the results ofthe internal audit process, process of investigationsundertaken and, where necessary, ensure thatappropriate action is taken on the recommendationsof the internal audit function.

iv) To review and assess the performance of the internal auditfunction as a whole.

v) To approve the appointment or termination of senior staffmembers, and review any appraisal or assessment of theperformance of members, of the internal audit function andto keep itself informed of any resignation of internal auditstaff members and provide the resigning staff member anopportunity to submit his reason for resigning.

vi) To review the quarterly and year-end financial statements,prior to the approval by the Board, focusing particularlyon:-

• changes in or implementation of major accountingpolicy changes;

• significant and unusual events;• the going concern concept; and• compliance with accounting standards and other legal

requirements.

vii) To review any related party transaction and conflict ofinterest situation that may arise within the Company orGroup including any transaction, procedure or course ofconduct that raises questions of management integrity.

viii) To report to the Bursa Securities where the Committee isof the view that a matter reported by it to the Board ofDirectors of the Company has not been satisfactorilyresolved resulting in a breach of the Listing Requirementsof Bursa Securities.

SUMMARY OF ACTIVITIES

The following activities were carried out by the Committee duringthe financial year ended 31 March 2011 in discharging its functions:-

a) Financial Reporting and Annual Report

i) Reviewed the quarterly financial results and annual auditedfinancial statements of the Group before recommendingthem for approval to the Board. The review was to ensurecompliance with:-

- Provisions of the Companies Act, 1965;- Listing Requirements of Bursa Securities;- Applicable approved accounting standards in

Malaysia; and- Other legal and regulatory requirements

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ii) Reviewed the Audit Committee Report and Statement ofInternal Control for inclusion in the Annual Report.

b) External Audit

i) Reviewed the external auditors’ report on their audit plan,scope of work and the audit procedures to be utilised inthe annual audit.

ii) Considered and recommended to the Board for approvalthe audit fees payable to the External Auditors and theirreappointment.

iii) Discussed problems and reservations arising from theaudit and other matters with the External Auditors in theabsence of management.

iv) Reviewed the External Auditors’ management letter andmanagement’s response.

c) Internal Audit

i) Reviewed the internal audit programme and the results ofthe internal audit process, and where necessary, ensurethat appropriate and prompt actions are taken on therecommendations of the Internal Audit Department.

ii) Reviewed the annual internal audit plan and the adequacyof the scope, functions, competency and resourcesincluding training of the internal audit function, and that ithas the necessary authority to carry out its work.

iii) Reviewed the internal audit reports on related partytransactions and conflict of interest situation.

iv) Reviewed the performance of the Internal Audit Functionincluding that of the Head of the Internal AuditDepartment.

d) Risk Management

i) Reviewed the findings and status of the risk assessmentsprepared on a quarterly basis by the Risk ManagementCommittee.

TRAININGDuring the year, all members of the Audit Committee have attendedtrainings relevant to their functions. Details of these trainings areset out on pages 32 to 33 of this Annual Report.

STATEMENT ON INTERNAL AUDIT FUNCTION

The Internal Audit Department (“IAD”) was set up as an in-houseInternal Audit Function by the Board with the purpose to serve andsupport the Audit Committee.

The main role of IAD is to conduct reviews and provide assurance on:

• adequacy and effectiveness of the risk management;

• internal control; and

• governance framework.

The Internal Audit Charter of IAD that has been approved bythe Board, empowered it with unrestricted access to all recordsof the Group and full cooperation from all staff of the Group.The Charter governs the IAD to be independent by notinvolving in any activities that it audits and that all its auditfindings are directly forwarded to the Audit Committee.

During the financial year ended 31 March 2011, the activitiesof the IAD include:

a) developing the annual internal audit plan and proposingthis plan to the Audit Committee

b) conduct scheduled internal audit assignments with focuson effectiveness of risk management, internal control andcorporate governance and recommending improvementswhere necessary

c) conducting follow-up reviews to assess if appropriateaction has been taken to address issues highlighted inprevious audit reports

d) presenting audit findings including recommendations tothe Audit Committee for consideration

e) presenting related party transactions report to the AuditCommittee for review/notation.

During the year, IAD has conducted internal audits andreviewed on-going projects and other business operationsincluding system administration and support services on:

- accuracy and reliability of the records;- communication and reporting system, operational

effectiveness and efficiency, protection of assets;- compliance with both external and internal requirements.

In addition, IAD also carries out follow-up reviews to ensure thepreviously reported issues have been adequately addressed bymanagement and the results of such reviews are alsoperiodically reported to the Audit Committee.

All the internal audit activities were performed in-house and noactivities were outsourced.

RM0.3 million was incurred in managing the IAD for thefinancial year ended 31 March 2011.

This report is made in accordance with the resolution of theBoard of Directors’ meeting held on 15 June 2011.

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Additional Compliance Information

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To comply with the Main Market Listing Requirements of Bursa Securities, the following additional information is provided:

i) Material Contracts

Save as otherwise disclosed in Note 42 to the Financial Statements pertaining to the interest of Datuk Azman bin Yahya, during thefinancial year ended 31 March 2011, there were no material contracts outside the ordinary course of business entered into by theCompany and its subsidiaries, involving the interest of the Directors or Major Shareholders.

ii) Utilisation of Proceeds

There were no proceeds raised from corporate proposals during the financial year ended 31 March 2011.

iii) Share Buybacks

During the financial year, the Company bought back 10,000 ordinary shares of RM1.00 each from the open market at an averageprice of RM0.87 per share. The shares purchased were retained as treasury shares. The Company also resold 600,000 of its treasuryshares in the open market at an average price of RM1.05 per share. As at 31 March 2011, a total of 31,166,300 ordinary shares wereheld as treasury shares.

The details of the shares bought back during the financial year were as follows:

Monthly No. of Shares Purchase Price per Share (RM) Average Price ConsiderationBreakdown Purchased Lowest Highest (RM) Paid (RM)

June 2010 5,000 0.71 0.71 0.71 3,595November 2010 5,000 1.02 1.02 1.02 5,148

10,000 8,743

The details of the shares disposed of during the financial year were as follows:

Monthly No. of Shares Selling Price per Share (RM) Average Price ConsiderationBreakdown Sold Lowest Highest (RM) Received (RM)

August 2010 600,000 1.04 1.06 1.05 630,292

iv) Options, Warrants or Convertible Securities

The Company has not issued any options, warrants or convertible securities in respect of the financial year ended 31 March 2011.

v) American Depository Receipt (ADR) or Global Depositor Receipt (GDR) Programme

During the financial year, the Company did not sponsor any ADR or GDR programme.

vi) Non-Audit Fees

The amount of non-audit fees paid or payable to the external auditors, Messrs. Ernst & Young by the Company and its subsidiaries for the financial year ended 31 March 2011 is RM8,000.

vii) Variation of Results, Profit Estimate, Forecast or Projection

There is no material variance between the results for the financial year and the unaudited results previously announced by the Company. The Company did not issue any profit estimate, forecast or projection for the financial year.

viii) Profit Guarantee

There is no profit guarantee received by the Company during the financial year.

ix) Revaluation Policy on Landed Properties

The Company does not adopt a policy on regular revaluation. However, certain land and buildings have been revalued in 1983 and the surplus on revaluation has been incorporated in the financial statements.

x) Recurrent Related Party Transaction of Revenue or Trading Nature

The list of recurrent related party transactions of a revenue or trading nature entered into by the Group is disclosed in Note 42 to the financial statements. For the financial year ended 31 March 2010, no shareholders mandate was required for the recurrent related party transactions of a revenue or trading nature entered into by the Group pursuant to Paragraph 10.09 (1) (b) of the Main Market Listing Requirements of Bursa Securities.

Statement of Directors’ Responsibilityin respect of the audited financial statements

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The Directors acknowledge their responsibilities to ensure that the annual audited financial statements of the Group and of the Companyare drawn up in accordance with the requirements of the applicable approved Financial Reporting Standards issued by the MalaysianAccounting Standards Board and the provisions of the Companies Act, 1965 to give a true and fair view of the state of affairs of the Groupand of the Company at the end of the financial year and of the results and cash flows of the Group and the Company for the financialyear.

In the preparation of the financial statements, the Directors have:

• adopted appropriate accounting policies which are consistently applied;• made judgements and estimates that are prudent and reasonable;• ensure applicable approved accounting standards have been followed; and• prepared financial statements on a going concern basis as the Directors have a reasonable expectation, having made enquiries, that

the Group and the Company have adequate resources to continue in operational existence in the foreseeable future.

The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and of the Company and, in thatcontext, to have proper regard to the establishment of appropriate systems of internal control with a view to prevent and detect fraud andother irregularities.

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