TRADEWINDS (M) BERHAD (19123-K) STRATEGIC MOVES ACHIEVING MORE

TRADEWINDS (M) BERHAD (19123-K) Level 12, Menara HLA No. 3, Jalan Kia Peng 50450 Kuala Lumpur

T 603-2179 7777 F 603-2161 1632

www.twinds.com.my
ANNUAL REPORT 2009

The theme “Strategic Moves. Achieving More” for Tradewinds (M) Berhad’s 2009 Annual Report defines the implementation of our strategic initiatives during the year. We are focused on strengthening our core businesses whilst extending our reach and presence in both local and regional markets. In view of the challenging global economic landscape, we undertook strategic measures and seized opportunities to achieve more as we reinforced our position as the leading integrated group. The imagery of “integrating pieces” featured on the front cover reflects our unwavering commitment to realise all objectives and consistently achieve more in all that we do while we strive for greater returns on investments and constantly maintain a stronger asset value base.

annual report

2009

WHAT’S INSIDE

Corporate Vision
To be the preferred globally competitive integrated agribusiness organisation that delivers outstanding value for all.

CorporaTe VISIoN CorporaTe MISSIoN Notice of annual General Meeting Statement accompanying the Notice of annual General Meeting Financial Calendar 2009 Chairman’s Statement Group Managing Director’s review of operations Corporate Information Corporate Structure profile of Directors Management Team Statement on Corporate Governance Statement on Directors’ responsibility additional Compliance Information 2

6 7 10 18 30 32 36 41 44 51 52

Corporate Mission
We, as a team, are committed to achieve our vision by: • providing premium products and services to our customers; • optimising shareholder value; • improving the quality of life of our employees; and • fostering a sustainable environment.

Statement on Internal Control report of the audit Committee Corporate responsibility Group Half-Yearly results Five-Year Group Financial Highlights Financial Statements

55 57 64 70 71 76

properties of the Group Shareholding Statistics additional Information on Shareholders Directory of Group’s operations ForM oF proxY

192 199 200 203

annual report 2009

1

NoTICe oF aNNUaL GeNeraL MeeTING

Notice is hereby given that the Thirty-Sixth annual General Meeting (“aGM”) of Tradewinds (M) Berhad (“TWS” or the “Company”) will be held at Mahkota Ballroom 2, Ballroom Level, Hotel Istana Kuala Lumpur, 73, Jalan raja Chulan, 50200 Kuala Lumpur on Tuesday, 22 June 2010 at 10.30 a.m. for the following purposes:As Ordinary Business, to consider and if thought fit, to pass the following resolutions:Ordinary Resolutions 1. To receive and adopt the audited Financial Statements for the financial year ended 31 December 2009 together with the reports of the Directors and Auditors thereon; To declare a Final Dividend of 5% per share less 25% income tax for the financial year ended 31 December 2009; To approve the payment of Directors’ fees for the financial year ended 31 December 2009; To re-elect the following Directors who are required to retire by rotation from office pursuant to articles 105 and 106 of the Company’s articles of association:i) Chuah Seong Tat; ii) Ooi Teik Huat; and iii) Khalid bin Sufat. 5. To re-elect the following Directors who are required to retire from office pursuant to article 110 of the Company’s articles of association:i) Datuk R Sharifuddin Hizan bin R Zainal Abidin; and ii) Datuk Hj. Ismail bin Hj. Hashim. 6. To reappoint Dato’ Wira Syed abdul Jabbar bin Syed Hassan whose office shall become vacant at the conclusion of this aGM pursuant to Section 129(2) of the Companies act, 1965 (the “act”) to hold office until the conclusion of the next AGM; To reappoint Messrs. anuarul azizan Chew & Co., as auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. resolution 7 resolution 8 resolution 9 resolution 4 resolution 5 resolution 6 resolution 1

2.

resolution 2

3.

resolution 3

4.

7.

resolution 10

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TRADEWINDS (M) BERHAD

resolution 12 resolution 11 annual report 2009 3 . aND FUrTHer THaT the Group Companies be and are hereby authorised to enter into and execute all such agreements. expedient or advisable for and in respect of Category a Mandate and the transactions contemplated and/or authorised by the Category a Mandate. To transact any other ordinary business to which due notice shall have been given. 9. proposed Shareholders’ Mandates for the Company and its Subsidiary Companies (collectively. ii) Proposed Category B Mandate:THaT approval be and is hereby given for the Group Companies to enter into the recurrent related party transactions of a revenue or trading nature specified and set out in Section 4. to pass the following resolutions:Ordinary Resolutions 8. deeds and things necessary.2 of the Circular (the “Category B Mandate”) provided that such transactions are (i) in the ordinary course of business and necessary for day-to-day operations of the Group Companies and (ii) on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of TWS aND THaT unless revoked or varied by the resolutions of the shareholders of the Company in general meeting. to consider and if thought fit. deeds and things necessary.As Special Business. aND FUrTHer THaT the Group Companies be and are hereby authorised to enter into and execute all such agreements.2 of the Circular (the “Category a Mandate”) provided that such transactions are (i) in the ordinary course of business and necessary for day-to-day operations of the Group Companies and (ii) on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of TWS aND THaT unless revoked or varied by the resolutions of the shareholders of the Company in general meeting. expedient or advisable for and in respect of the Category B Mandate and the transactions contemplated and/or authorised by the Category B Mandate. Category B Mandate shall continue to be in force until the conclusion of the next aGM of the Company or the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the act (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the said act) whichever is earlier. documents and deeds and to do all acts. the “Group Companies”) to enter into recurrent related party Transactions of a revenue or Trading Nature specified in the Circular to Shareholders dated 31 May 2010 (the “Circular”):i) Proposed Category A Mandate:THaT approval be and is hereby given for the Group Companies to enter into the recurrent related party transactions of a revenue or trading nature specified and set out in Section 3. documents and deeds and to do all acts. Category a Mandate shall continue to be in force until the conclusion of the next aGM of the Company or the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the act (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the said act) whichever is earlier. instruments. instruments.

BY orDer oF THe BoarD MOHAMAD AFFENDI BIN YUSOFF Company Secretary Kuala Lumpur 31 May 2010 (LS 007158) 4 TRADEWINDS (M) BERHAD . on 13 July 2010 in respect of shares which are exempted from mandatory deposit. on 15 July 2010 in respect of ordinary transfer.NoTICe oF aNNUaL GeNeraL MeeTING NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT Notice is hereby given that a Final Dividend of 5% per share less 25% income tax in respect of the financial year ended 31 December 2009. will be paid on 30 July 2010 to shareholders whose names appear on the Company’s register of Depositors on 15 July 2010. if approved by the shareholders at the forthcoming aGM.30 p.m. A Depositor shall qualify for entitlement to the dividend only in respect of:a) Shares deposited into the Depositor’s Securities account before 12. b) Shares transferred into the Depositor’s Securities account before 4.m. and c) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the rules of Bursa Malaysia Securities Berhad.00 p.

it may appoint one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 20 June 2010 at 10. This Form of proxy to be valid. being not less than forty-eight hours before the time fixed for holding the meeting or at any adjournment thereof. the proxy appointed must be in accordance with the Memorandum and articles of Association and the Form of Proxy should be given under its common seal or under the hand of its attorney. annual report 2009 5 . Selangor Darul ehsan on or before Sunday.30 a. 47301 petaling Jaya. please refer to the Circular to Shareholders dated 31 May 2010 accompanying this annual report. In the case of a corporate member. 3. 2. A proxy may but need not be a member of the Company. Symphony Share registrars Sdn Bhd at Level 6. a member of the Company entitled to attend and vote at the meeting is entitled to appoint any one person to be his/her proxy without limitation to attend and vote in his/her stead and the provisions of Section 149(1)(a) and (b) of the act shall not apply to the Company. and Statement accompanying the Notice of annual General Meeting on profiles of the Directors standing for re-election and reappointment as Directors of the Company for resolutions 4 to 9 are shown on page 6 of this annual report. Jalan pJU 1a/46. Symphony House. Where a member of the Company is an authorised nominee as defined under the Central Depositories act. pusat Dagangan Dana 1.m. 4. 5. must be deposited at the Share registrar’s office. EXPLANATORY NOTES ON SPECIAL BUSINESS:For further information on ordinary resolutions 11 and 12.Notes: Proxy 1.

27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad 1.m. and Khalid bin Sufat. Details of attendance of Directors at the said Board Meetings are contained in their respective profile on pages 36 to 40 of this annual report. 6 TRADEWINDS (M) BERHAD .30 a. and Datuk Hj. 3. Ismail bin Hj. Date Time 6. eight Board Meetings were held during the financial year ended 31 December 2009. 4. Jalan raja Chulan 50200 Kuala Lumpur 22 June 2010 10. 5. Ballroom Level Hotel Istana Kuala Lumpur 73. Directors who are standing for re-election and reappointment by rotation at the annual General Meeting of the Company (“aGM”) pursuant to articles 105 and 106 of the articles of association of the Company are as follows:i) ii) iii) Chuah Seong Tat. Directors who are standing for reappointment at the aGM of the Company pursuant to article 110 of the articles of association of the Company are as follows:i) ii) Datuk R Sharifuddin Hizan bin R Zainal Abidin. Dato’ Wira Syed abdul Jabbar bin Syed Hassan who is 70 years of age. Ooi Teik Huat. 2. Hashim. is standing for reappointment at the aGM in accordance with Section 129(6) of the Companies act. : : Further details of Directors who are standing for re-election and reappointment are shown on pages 36 to 40 of this annual report.STaTeMeNT aCCoMpaNYING THe NoTICe oF aNNUaL GeNeraL MeeTING made pursuant to Paragraph 8. The aGM of Tradewinds (M) Berhad will be held as follows:Venue : Mahkota Ballroom 2. 1965.

FINaNCIaL CaLeNDar 2009 ANNOUNCEMENT OF FINANCIAL RESULTS 1st quarter 2nd quarter 3rd quarter 4th quarter 27 May 2009 28 August 2009 23 November 2009 23 February 2010 DIVIDENDS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 announced 1 Interim – 10% per share less 25% Income Tax st 23 February 2010 7 May 2010 21 May 2010 entitlement date payment date Final – 5% per share less 25% Income Tax Subject to the approval by shareholders at the 36th annual General Meeting GENERAL MEETINGS 35th annual General Meeting extraordinary General Meeting 36th annual General Meeting 17 June 2009 28 october 2009 22 June 2010 annual report 2009 7 .

strategic growth .

.achieving reach We are focused on sowing the seeds of opportunities by establishing our presence and exploring new growth with expansionary plans for many more.

The financial year ended 31 December 2009 continued to be a challenging one. the significant drop in crude palm oil (“Cpo”) price throughout 2009 has resulted in profit before tax (“pBT”) to decline to rM245. the Company realised that organic growth alone was insufficient to meet its vision of being the preferred globally competitive integrated agribusiness organisation that delivers outstanding value to our customers. Despite the adverse conditions caused by the global economic and financial turmoil. when an opportunity to acquire a controlling stake in padiberas Nasional Berhad (“BerNaS”) presented itself. 10 TRADEWINDS (M) BERHAD . Tradewinds (M) Berhad (“TWS” or the “Company”) turned in a commendable performance in 2009. 2009 was a busy and exciting year for the Company. With the enlarged TWS Group. FINANCIAL PERFORMANCE revenue for the financial year ended 2009 grew by 17.chairman’s dear shareholders. The acquisition has positioned the Group to become one of the largest foodand-commodity-based players in the region. Thus.9 million. In doing so.2 million achieved previously.069 billion from rM1. which is a 17. Despite the growth in business volume. net profit fell by 22.1% to rM2. owing to the lingering effects of what was the worst global economic downturn in seven decades. accordingly.7% drop from the previous financial year. the financial year 2010 is set to be one of achieving more. The recent acquisitions will also enable TWS to fulfill its penultimate objective of enhancing shareholders value. For a dynamic entity like TWS. In another strategic move to strengthen our presence in the statement upstream and downstream sectors of the rubber business.7 million compared to rM222.768 billion recorded in 2008. Having laid the foundations. the Group went on to purchase strategic stakes in Northern Intergrated agriculture (“NIa”) Sdn Bhd in october 2009. it is my conviction that the best years for the Company are just ahead. on the corporate front. we quickly recognised the potential it could bring in terms of expansion in line with our vision. due to the relentless drive by the Board of Directors (“Board”) and the management team to ensure business growth and operational efficiency. the exercise is now in the final stages of completion. on the proposed acquisition of Mardec Berhad (“MarDeC”).7% to rM171. we will continue to strive to achieve our ultimate goal of serving the nation and its people in the spirit of 1Malaysia and in unison to the aspirations espoused in the New economic Model. We look forward with optimism to a more vibrant and brighter future.

For the financial year ended 2009.398 2008 56.2 million.2% to rM976. If we include the interim dividend of 10 sen per share less 25% income tax paid on 21 May 2010. we expect to fare better in the coming years with the full year’s inclusion of BerNaS’ results and contributions from other newly-acquired companies. annual report 2009 11 . Financial numbers aside. Subject to the approval of shareholders. BerNaS posted its highest ever revenue since its privatisation in 1996. BerNaS has turned around to post a pBT of rM238.767. the Board has recommended a final dividend of 5 sen per share less 25% income tax.Key Performance Indicators Basic EPS (sen) Net profit for the financial year (RM’000) Revenue (RM’000) 2009 46.1 million posted in 2008.09 222. the total gross dividend to be paid with respect to the financial year ended 31 December 2009 would amount to 15 sen per share.069. notably in the likelihood of increased earnings from the now enlarged Group.566 Dato’ Wira Syed Abdul Jabbar bin Syed Hassan Chairman The increase in the Group’s revenue was mainly attributed to the inclusion of postacquisition revenue from BERNAS Group amounting to rM334.2 million. Investors and analysts alike are bullish about the longerterm prospects of the Company.5 million. The turnaround was achieved largely through the implementation of effective pricing and market stabilisation strategies. The decline in the plantation Division’s revenue was attributed to lower Cpo and palm kernel average selling prices despite higher production volumes. although the latest financial results may not be as impressive as that of the previous year. This helped to compensate the shortfall in revenue generated by the plantation Division which fell by 16. we are encouraged by the stable performance of the TWS counter on the FTSe Bursa Malaysia KLCI. boosting its turnover by 13. another factor was the increased contribution from the Sugar Division which achieved higher sales of refined sugar to the domestic market. DIVIDENDS tat aci tatumsandit nisim qui The Company continues to provide dividends during the year 2009.242 1.739 2.95 171.7 million as compared to rM905.2% to rM758.3 million while its net profit stood at rM179. For the financial year ended 2009.

an inland port.5 hectares 70.000 273.000 1.000 0 2005 2006 2007 1.746 MT 350.000 720.791 1.354.362.440.043 236.354.500 48. 2008 2009 12 0 2005 2006 2007 2008 2009 TRADEWINDS (M) BERHAD 1.500 48. Crude Palm With approximately 40% marketOil share.000 16.3 hectares have been planted with rubber trees on the NIa lands between 1996 and 1999. 41.270 177.000 140. warehousing. 1.050.800.288.000 1.000 16.427 63.000 140.000 Fresh Fruit Bunches 177.400 177.000 70. it gives the Group a head-start in its plan to diversify its estate holdings by increasing the area planted with rubber trees to 6.000 0 70. Besides providing an immediate source of recurring revenue.288. The Master Layout plan complements TC’s longer-term vision of an integrated rubber trading township.791 1.809 In other major corporate developments.909 Fresh Fruit Bunches 1.000 currently controls a significant share of the paddy and local 1.000 210.440.000 280. This will enable the Group to reap the benefits of economies of scale derived from the enlarged plantation operations. distribution and marketing of rice in Malaysia.050.751 250.000 0 2005 2006 2007 2008 2009 0 0 2005 2006 2007 2008 2009 2005 2006 2007 2009 CORPORATE DEVELOPMENTS tat aci tatumsandit nisim qui MT The Group’s acquisition trail began with BERNAS.270 273. a logistics centre and an educational research institute. BerNaS 350.000 subsidiary.043 41.347 1.751 64. a Master Layout plan has been approved for the remaining land owned by NIa to be developed for residential and commercial purposes including the development of a dutyfree zone.700 1.000 360.76% stake in BERNAS was carried out in stages.327.000 210.57% after the mandatory general offer exercise.080. NIa owns 1.791 273.454 250.000 360.000 1.000 listed on the Main Market of Bursa Malaysia Securities Berhad. Tradewinds plantation Berhad (“TpB”).080.043 236.120 hectares.36 million.704 of land that are strategically located within the vicinity of Tradewinds Corridor Sdn Bhd (“TC”)’s existing oil palm and rubber plantation land in Kedah.000 68.57.000 720.400 Crude Palm Oil MT 1.000 to 72.362. BerNaS is the single MT largest player in the domestic paddy and rice industry. entered into an agreement with Gerak Mashyur (Malaysia) Sdn Bhd on 21 August 2009 to acquire 70% equity interest in NIA for a cash consideration of rM50.057.000 rice market.000 1. the Group 280.909 2008 1.375 80.800. 288. our majority-owned 140.000 2005 2006 2007 2008 2009 CHaIrMaN’S STaTeMeNT 0 2005 2006 2007 2008 2009 5-YEAR PRODUCTION HIGHLIGHTS Palm Kernel MT 71.000 is involved in the procurement and processing of paddy as well as the importation.000 250.909 288. beginning in august 2009 and completed in January 2010 whereby the stake was increased 210.327.700 a total of 451.000 32.400 . The exercise to acquire 53.751 280.000 32.347 236.704 288. a company 1. This will make it the largest commercially-owned rubber plantation in a single location in Malaysia. With BerNaS within our fold.809 57.

as a regional player. MarDeC is a rubber conglomerate with a proven track record in the processing and trading of rubber and the manufacturing of value-added rubber and polymer products. annual report 2009 13 . Incorporated over 40 years ago. a more detailed review on risk management activities throughout 2009 is disclosed in the accompanying Statement of Internal Control of this annual report. MarDeC has made inroads into the major rubber producing countries namely Indonesia. a team of external consultants has been engaged to advise the audit Committee and ultimately the Board on the erM function in the Company and the Group.on 30 october 2009. Thailand. entered into an agreement to acquire the entire issued ordinary shares in Mardec Berhad (“MarDeC”) from Semi Bayu Sdn Bhd for a total cash consideration of rM150 million. prisma Spektra Sdn Bhd which is a wholly-owned subsidiary of TPB. ENTERPRISE RISK MANAGEMENT FRAMEWORK tat aci tatumsandit nisim qui a revision over the existing framework of enterprise risk management (“erM”) began during the financial year ended 2009 to address the concern of the members of the Board with regards to the over-emphasis on operational risks. as a result. operational or strategic and the subsequent action plans to manage these risks. and the way forward to enhance the process of risk identification. Vietnam and India. The proposed acquisition of MARDEC provides a strategic fit to the Group’s plans to expand its rubber activities downstream into the processing and marketing of rubber products.

7% in 2010. we have the flexibility to grow our businesses through strategic acquisitions. its continued focus on controlling production costs and maintaining high product quality will ensure continued profitability in the coming years. the performance of the plantation Division is expected to improve in 2010. we have established ourselves as a key player in the food and plantation businesses with a stellar track record of delivering quality products and services. The financial year 2010 is already shaping up to be a promising one. coupled with a prudent fiscal stance and measures to strengthen recovery. With improving domestic and external demand. although the Sugar Division had experienced thinning margins in 2009. the Malaysian economy is expected to grow at about 5. From this position of strength. 14 TRADEWINDS (M) BERHAD . the TWS Group is well positioned to capitalise on emerging opportunities in the marketplace locally and globally.1% for the year as compared to a negative growth of 1. Guided by a clear vision of where we are heading and a roadmap that will take us there. Based on the prevailing prices of palm products and expected increase in production. TWS Group is blessed with a solid foundation upon which it can build a promising and exciting future. over the years. The early signs of recovery in the global economy are expected to firm up in 2010 with growth at 3.CHaIrMaN’S STaTeMeNT A PROMISING OUTLOOKt aci tatumsandit nisim qui as one of the largest groups listed on the Main Market of Bursa Malaysia Securities Berhad.1% in 2009.

By taking proactive and mitigating measures.as far as the rice Division is concerned. The Company is also fortunate in that it has a great support team made up of our business associates. Tan Gee Sooi and Mr. our shareholders. YM Datuk r Sharifuddin Hizan bin r Zainal abidin and Datuk Hj. It is my pleasure to welcome on board. Ismail bin Hj. 2010 is expected to be a challenging year as international rice prices have been on the increase since the start of the year in anticipation of a shortage in global supplies of this staple food item. Mr. encik Bakry bin Hamzah has been re-designated as the Group Managing Director while encik Mohd Nazri bin Shariff has been re-designated as the Group Chief Financial officer. authorities. on behalf of the Board of Directors. Since the last annual report. fulfilling our responsibility as a good corporate citizen. I wish to express my appreciation to my fellow members on the Board who have been unstinting in their support and wise counsel. 2010 will be a year of achieving more. We wish them all the best in their new capacities. With a clear vision to guide us. efficiency. professionalism and commitment to bring TWS to where we are today but a lot remains to be done. open bidding and direct negotiations at source. I thank these gentlemen for their contributions and wish them success in their future undertakings. this will be cushioned by planned procurement strategies that involve buying forward. living up to the expectations of the nation and its people. I thank all of you. partners. profitability and most of all. Your support has made a difference in a challenging year. Boo Yew Leng resigned from the Board. we will continue to depend on our team if we are to achieve all we have set out to do. However. the rice Division is expected to perform satisfactorily in 2010. They bring to the Board vast knowledge and experience and we look forward to benefiting from their fresh insights. annual report 2009 15 . More in terms of productivity. DATO’ WIRA SYED ABDUL JABBAR BIN SYED HASSAN Chairman ACKNOWLEDGEMENTS andit nisim qui our management and staff have shown exemplary discipline. In short. customers and of course. service. respective government agency. Hashim.

2009 revenue of RM759 million plantation division .

.

I am pleased to present my maiden report on the review of operations of Tradewinds (M) Berhad for the financial year ended 31 December 2009. 18 TRADEWINDS (M) BERHAD .group managing director’s review of operations In my capacity as the Group Managing Director.

150 per MT against rM2. speculations and strong demand sent the price of raw sugar soaring in 2009 as global supply fell short of demand. commodity prices had been on a rollercoaster ride. annual report 2009 19 . constituting some 5% to 7% of worldwide production. When the price of crude oil reached its all-time high of USD147 per barrel in July 2008. Cpo and pK productions in Malaysia were also affected by the biological stress of the bumper harvest of the previous year and the effects of heavy rainfall in Sabah and Sarawak which curbed the output of fresh fruit bunches (“FFB”). according to the Food and agriculture organisation.466 per MT recorded in 2008. the average crude palm oil (“Cpo”) price in 2009 decreased by 20% to rM2. The total volume of rice traded internationally remained low.676 per MT in the previous year. before closing the year at USD618 per MT.Bakry bin Hamzah Group Managing Director OPERATING SCENARIO tat aci tatumsandit nisim qui The domino effects of the global economic downturn are felt to this day and continue to have an impact on the operations of Tradewinds (M) Berhad (“TWS” or the “Company”). at its peak. Malaysian rubber prices gained ground due to strong demand and tight supplies from producing countries. the price of raw sugar increased by more than 100%. on the other hand. 2% below 2008 level. The international price for the benchmark Thai White rice 100%B was relatively stable. it precipitated a collapse in commodity prices. The average palm kernel (“pK”) price also declined by 34% to rM974 per MT from rM1. ranging from USD530 per MT to USD637 per MT. The world rice scenario in 2009 was one of relative calm after the rice shortage crisis in 2008. Global stocks improved during the year following a successful 2008 planting campaign. Since then. a combination of poor harvests. In our core plantation Division where oil palm is the main plantation crop. global paddy production for 2009 amounted to 678 million MT.

FFB yield rose by 0.541 MT of FFB or 85% of total production. Since its formation.349 300 921 206 292 921 206 292 150 369 1. resolving conflicts and sharing information with other JCC teams.25%.346 hectares of land planted with oil palm out of which 57% have reached maturity (9-18 years). accordingly.200 900 600 300 0 FFB 2009 20 274 CPO 2008 288 TRADEWINDS (M) BERHAD .448 4.3% increase in the production of Cpo to 288. which is the highest level achieved to-date.363 PLANTATION DIVISION The Group has 94.450 0 2009 2008 6.639 27.704 MT.589 8.821 3.362.639 42. In 2009.903 hectares have yet to be planted. The formation of the Joint Consultative Committees (“JCC”) has contributed to a steady improvement in oil extraction rates (“oer”). 1.216 579 3.349 Sarawak (Ha) 42. The extraction rate for pK has also improved marginally to 5. the oer for Cpo has increased to 21.884 12. recommending solutions.040 3.86 MT per hectare posted a year earlier.5% to 16.603 21. FFB production increased marginally by 0. another 18% consist of young matured palms (4–8 years). The Group currently has an additional 42.375 MT.419 GroUp MaNaGING DIreCTor’S reVIeW oF operaTIoNS FFB and CPO Production Volume (MT) 2008 and 2009 MT’000 1.821 369 1. while immature palms make up 16%. 1.419 8. JCC provides a useful function in identifying problems. The remaining 15% was processed at mills owned by third parties. The JCC which was set up in 2006 as a quality improvement initiative is made up of estate and mill personnel.263 9. The Group has ten palm oil mills with a total combined capacity of 1.21%. were processed at those mills.400 MT while pK production rose by 4.420.450 12.477 hectares are still under development and 27. During the year. The balance of the palm maturity profile comprises palms that are past their prime or are earmarked for replanting.95 MT per hectare from 16.448 4.6% to 1. The mills also recorded a 5. it has contributed towards continuous improvement in oer.600 2009/2010 ESTIMATES OF THE HECTARAGE AND AGE PROFILE OF PALM OIL AND RUBBER TREES 450 Peninsular Malaysia (Ha) 27. compared to 1.161.040 3.603 21.263 8.500 1.347 MT achieved in the previous year.354 1.380 hectares of land which have been set aside for oil palm plantation.000 MT.589 8.3% to 71.884 9.216 579 6. During the year. of which 14.354.

884 9.988 9.884 Oil palm matured Oil palm matured Oil palm immature Oil palm immature Rubber matured Rubber matured Rubber immature Rubber immature Oil palm under development Oil palm under development Rubber under development Rubber under development Plantable reserves Plantable reserves Others Others annual report 2009 21 .263 9.974 79.216 579 14.112 29.477 3.988 Oil palm matured Oil palm immature Rubber matured Rubber immature Oil palm under development 369 369 14.372 Rubber under development Plantable reserves Others 9.8.372 14.974 79.216 579 14.974 79.477 3.112 29.372 Sabah (Ha) Total (Ha) 921 206 292 921 206 292 9.884 579 14.

GroUp MaNaGING DIreCTor’S reVIeW oF operaTIoNS 22 TRADEWINDS (M) BERHAD .

Kedah.2 million posted in the previous year.500 MT per day to 2. as part of a continuous expansion programme. another milestone was achieved by GpT when it was awarded the oHSaS 18001:2007 certification from SIrIM QaS.2% was mainly attributed to higher domestic sales volume and higher average export selling price against the previous financial year.200 23 636 . Both CSr and GpT produce a wide range of high quality products for industrial and retail markets.1 cents per pound in December 2009. Refined Sugar Production Volume (MT) 2008 and 2009 MT’000 750 642 2009 600 450 300 150 0 2008 MT’000 1.e. Malaysia has only four sugar refineries. of which two are owned by TWS i. presently. For the financial year ended 2009. the Sugar Division generated total revenue of rM976.8 cents per pound in early January 2009 to US27. During the year under review. an increase of about 33% by the second half of 2010. CSr will be increasing its production capacity from 1.2 million as against rM862. Selangor and Gula padang Terap Sdn Bhd (“GpT”) at Kuala Nerang.363 1. Coupled with the high volatile raw sugar prices. Central Sugars refinery Sdn Bhd (“CSr”) at Batu Tiga Shah alam.SUGAR DIVISION The year under review saw the price of raw sugar increased from US11. 2009 was indeed a very challenging year for the division.354 1.500 annual report 2009 1. The increase in revenue of 13. an increase of about 130%.000 MT per day.

warehousing. synergy-realisation strategies have been put in place to harness the benefits of the acquisition. with plans to add another 21 outlets by the end of 2010. During the year.200 per MT. even though it is preliminary.02 million MT in 2008. During the year.200 per MT in the east and north of the peninsular. the rice Division made its maiden contribution to Group revenue in the fourth quarter of 2009.0 million to upgrade its mills and the Central packaging plant in Bukit raya. total rice sales increased by 28% to 1. BerNaS continued to adopt a multiple-country sourcing strategy to ensure food security for the nation with the bulk of imports coming from Thailand.000 per MT and rM1. total volume of local paddy purchased by BerNaS rose by 12% to 470. Vietnam and pakistan. hovering between rM1. In 2009. It is involved in the procurement and processing of paddy as well as the importation. BerNaS has opened a total of 27 retail outlets in 2009. prices spiked to a high of rM1. The acquisition of BERNAS is expected to provide synergistic benefits in all areas of operations. 24 TRADEWINDS (M) BERHAD . BERNAS has positioned itself as the nation’s partner in the domestic paddy and rice industry. compared to 1.31 million MT.100 to rM1. as part of a future crisis mitigation plan and to reach out more effectively to consumers.380 per MT. However. Kedah. To help restore prices to a more stable level of rM1. particularly in the state of Selangor.441 MT. In the imported rice front. BerNaS invested a total of rM9. in the central region of the peninsular.GroUp MaNaGING DIreCTor’S reVIeW oF operaTIoNS RICE DIVISION Through padiberas Nasional Berhad (“BerNaS”). distribution and marketing of rice in Malaysia. BerNaS has introduced market stabilisation strategies such as the “Skim Upah Mengering dan Kisar” and the “Program Rakan Ladang”. The price of domestic paddy was relatively stable.

annual report 2009 25 .

Certification of the two mills is expected in May 2010. SIRIM QAS has already performed the adequacy audit and the final audit was carried out in april 2010. The rSpo programme was officially launched in December 2009. stakeholders and others for companies to conduct sustainable business practices. The main objectives of the JCCs are to identify problems. 26 TRADEWINDS (M) BERHAD . The collaborative efforts of the JCCs have already produced positive result with all ten palm oil mills showing higher oers since the introduction of JCCs. consumers. In 2009. the relevant operating units have also secured the HaLaLJaKIM certification for ‘halal’ products and the HaCCp-SGS certification for food safety. provide solutions. the relevant operating personnel in the pioneer project were made aware of the new approach to agricultural practices through a series of training programmes and roadshows. there is a surging demand from civil society. The board and management have lent its full support for membership to the rSpo and the adoption of the eight rSpo principles and criteria that form the guidelines to sustainable estate management. systems and control practices were put in place to enable field testing and monitor improvement by applying the rSpo principles and criteria to the greatest extent. During the year. resolve conflicts and share information with other JCCs across the Group. THE QUALITY IMPERATIVE TWS’ commitment to quality is manifested in its accreditation programme to various certification bodies. at the same time. Five mills attained an average oer above 21% for the year under review as compared to only three in 2008. The admission of Tradewinds plantation Berhad to the roundtable on Sustainable palm oil (“rSpo”) in May 2009 is a testament to the Group’s commitment to adopting good agricultural practices as well as achieving environmental and social sustainability in operating its business. In the more enlightened age of environmental and social consciousness. It also aims to enhance customer satisfaction through effective application of the system including processes for continual improvement of the system and the assurance of conformity to customers and applicable statutory and regulatory requirements. For 2009. In addition to these. we were focusing our efforts on obtaining ISo 9001:2008 certification for Ulu Sebol and Sungai Kachur mills in the Southern peninsular region.GroUp MaNaGING DIreCTor’S reVIeW oF operaTIoNS OUR COMMITMENT TO SUSTAINABILITY It was not too long ago that the focus of business was on generating profits. the Group achieved a record-breaking oer of over 21%. the Management has found a useful partner in the JCC. It is implemented as a pilot project for two years after which independent bodies will be invited to audit and verify its compliance with the rSpo principles and criteria. In pressing ahead with its quality initiatives. ISo 9001:2008 specifies the requirements for a quality management system where an organisation needs to demonstrate its ability to consistently provide products that meet customers and applicable statutory and regulatory requirements. These committees were set up to build teamwork and team dynamics within the specific areas. Many of our operating units have already earned certification to MS ISo 9002:1987 for Quality Management Systems and MS ISo 14001 for environmental Management Systems.

Fortified by our recent acquisitions. and foster a sustainable environment. In a world of change. Innovative. We are leveraging the gains of the previous year and reaping its advantages. organised jointly by the JCCs and the respective regional office. we have also designated a Quality Day (“Q-Day”) for each of the six geographical locations of our operations. Northern Intergrated agriculture Sdn Bhd and Mardec Berhad now included within our corporate stable. more exciting and prosperous future.03% clearly exceeding the benchmark level. we will as a team continue to:• • • • provide premium products and services to our customers. I invite you to be part of a brighter. we have to explore further the synergy and inherent potential within the enlarged Group and harness the power from it.a reward and recognition programme has been instituted to acknowledge the hard work put in by the respective JCC team and to maintain enthusiasm. Q-Day for Kuching and Sabah/Lawas regions are scheduled for mid-2010. at the same time. MOVING FORWARD The past year has been a whirlwind of activities and with the acquisition exercises now behind us. improve the quality of life for our employees. BAKRY BIN HAMZAH Group Managing Director annual report 2009 27 . Southern peninsular. With BerNaS. We have forged a cogent strategy to bring the Group to even greater heights and we know what we must do to get there.5% for a period of six months. optimise shareholder value. Q-Day was successfully organised for Sibu. In moving forward. our primary objective in the current financial year and over the next few years is to build on the Group’s new position of strength and solidify its financial strength. TWS is firmly on the path for a more exciting and promising future. we also realise that strategies must always be tempered with prudence and recalibrated from time to time. enterprising. our core values – Integrity. we must build TWS as a brand and a force to be reckoned with at home and in the international arena. the Q-Day provides a useful platform to address quality issues and inculcate an innovative mindset to continually improve work processes with the objective of maintaining or reducing costs while increasing productivity and revenue for the Group. The programme acknowledged the teams for achieving the highest oer above the benchmark of 21. accountability. work interest and motivation amongst the operating units. we will build a better tomorrow. In emphasising the importance of quality in our operations. Miri and Northern peninsular regions. Caring – form an important cornerstone of our corporate philosophy and the way we conduct our businesses. Together. the one thing that will remain constant is our values. The Best performing JCC Team for the financial year ended 2009 was the Kota Tinggi JCC Team which achieved an oer of 22. Knowledgeable. During the year.

2009 revenue of RM976 million sugar division .

.

3 February 2010) Bakry bin Hamzah (Resigned w.com.f.twinds. 18.f.e. Menara HLa No.e. 6 January 2010) COMPANY SECRETARY Mohamad affendi bin Yusoff (LS007158) JOINT COMPANY SECRETARY Sakinah binti abdul Kadir (MaICSa 7000087) (Resigned w. anuarul azizan Chew & Co No.f.e.BOARD OF DIRECTORS Dato’ Wira Syed Abdul Jabbar bin Syed Hassan Independent Non-executive Director.f. 3 February 2010) Syed Azmin bin Syed Nor Non-Independent Non-executive Director Chuah Seong Tat Non-Independent Non-executive Director CorporaTe INForMaTIoN AUDIT COMMITTEE Ooi Teik Huat Chairman Syed Azmin bin Syed Nor Khalid bin Sufat REGISTERED OFFICE Level 12.my email: info@twinds. 27 January 2010) Khalid bin Sufat (Appointed w.my NOMINATION AND REMUNERATION COMMITTEE Dato’ Wira Syed Abdul Jabbar bin Syed Hassan Chairman Ooi Teik Huat (Appointed w. Chairman Bakry bin Hamzah Non-Independent executive Director Group Managing Director (Redesignated from Non-Independent Non-Executive Director w. Jalan 1/64 off Jalan Kolam air.e. 28 April 2010) AUDITORS Messrs. Jalan Kia peng 50450 Kuala Lumpur Tel : 603-2179 7777 Fax : 603-2161 1632 Website: www. 3 February 2010) Boo Yew Leng (Resigned w. Jalan Ipoh 51200 Kuala Lumpur Tel : 603-4041 7233 Fax : 603-4041 0395 EXECUTIVE COMMITTEE Dato’ Wira Syed Abdul Jabbar bin Syed Hassan Chairman Bakry bin Hamzah Chuah Seong Tat 30 TRADEWINDS (M) BERHAD .com.e.f. 3.e.f.

Sharifuddin bin Abdul Hamid Independent Non-executive Director (Resigned w.Ooi Teik Huat Independent Non-executive Director Khalid bin Sufat Independent Non-executive Director Datuk R Sharifuddin Hizan bin R Zainal Abidin Non-Independent Non-executive Director (Appointed w. PLACE OF INCORPORATION AND DOMICILE Malaysia SOLICITORS pakhruddin & partners Martin Cheah & associates albar & partners STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad BANKERS Malayan Banking Berhad CIMB Bank Berhad rHB Bank Berhad Bangkok Bank Berhad amBank (M) Berhad public Bank Berhad STOCK NAME TWS STOCK CODE 4421 ISIN MYL 442100003 annual report 2009 31 .e. 6 January 2010) Ahmad bin Abu Bakar Independent Non-executive Director (Resigned w.e.e. 1965 as Tradewinds (M) Sdn Bhd and was converted into a public company on 28 September 1987 and since then known as Tradewinds (M) Berhad.f. 1 April 2009) Dr. 11 March 2010) Boo Yew Leng Non-Independent Non-executive Director (Resigned w. Symphony House pusat Dagangan Dana 1 Jalan pJU 1a/46 47301 petaling Jaya Selangor Darul ehsan Tel : 603-7841 8000 Fax : 603-7841 8008 FORM OF LEGAL ENTITY Incorporated on 19 June 1974 as a private company limited by shares under the Companies act. 22 February 2010) Datuk Hj.f.e.f. Ismail bin Hj.f. 6 January 2010) Tan Gee Sooi Non-Independent Non-executive Director (Resigned w.e. 1 April 2009) SHARE REGISTRAR Symphony Share registrars Sdn Bhd Level 6.f.e. Hashim Non-Independent Non-executive Director (Appointed w.f.

plantations Sdn Bhd n 70% Ladang Sungai relai Sdn Bhd n 100% amalan penaga (M) Sdn Bhd n 85% Trans Kenyalang Sdn Bhd n 70% Tradewinds Tanjung alan plantation Sdn Bhd n 70% arah Bersama Sdn Bhd n 70% Usaha Wawasan Sdn Bhd n 70% Melur Gemilang Sdn Bhd n 60% amalan pelita pasai Sdn Bhd 32 TRADEWINDS (M) BERHAD .CorporaTe STrUCTUre n 100% Central Sugars Refinery Sdn Bhd n *69.p. inactive and indirect subsidiaries which have ceased operations n 100% Tradewinds plantation Management Sdn Bhd n 100% Tradewinds agro Services Sdn Bhd n 100% Tradewinds plantech Sdn Bhd n 100% Tradewinds plantation Capital Sdn Bhd n 100% Tradewinds Corridor Sdn Bhd n 100% Quek Shin & Sons pte Ltd n 100% Teon Choon realty Company Sdn Bhd n 100% Ladang Chendana Sdn Bhd n 100% Ibok plantation Sdn Bhd n 100% Ladang Mawar Sdn Bhd n 100% Syarikat Ladang Sawit Cherul Sdn Bhd n 100% Binu plantations Sdn Bhd n 100% Ladang permai Sdn Bhd n 100% Ladang Serasa Sdn Berhad n 100% prisma Spektra Sdn Bhd n 70% Bahtera Bahagia Sdn Bhd n 70% Barisan Tekad Sdn Bhd n 70% Kumpulan Kris Jati Sdn Bhd n 70% Northern Intergrated agriculture Sdn Bhd n 50% pride palm oil Mill Sdn Bhd n 100% Solar Green Sdn Bhd n 100% Johore Tenggara oil palm Berhad n 100% Ladang petri Tenggara Sdn Bhd n 100% pertanian Johor Tenggara Sdn Bhd n 100% agromaju Sendirian Berhad n 100% permodalan pelangi Sdn Bhd n 100% Tanah Semai Sdn Bhd n 100% Semai Segar Sdn Bhd n 100% Uni-agro plantations (Trengganu) Sdn Bhd n 100% M.76% Tradewinds Plantation Berhad n 100% Delta Delights Sdn Bhd n n n n 100% 100% 100% 100% Delta Delights (Cambodia) Co Ltd Tradewinds Cambodia Co Ltd Tradewinds realty Co Ltd Croesus Limited # n Manufacturing and trading production of crude palm oil n Cultivation of oil palm and n Cultivation of palm oil n plantation management and advisory services n Sole and specific purpose to undertake Islamic Securities Transactions n Investment holding company n Cultivation of oil palm and rubber trees n property development and rubber plantation n n n n n rice business other business Ceased operations property Dormant Note: * public listed # excluding dormant.

57% Padiberas Nasional Berhad n 100% Gula Padang Terap Sdn Bhd n 60% Retus Plantation Sdn Bhd n 100% Masretus oil palm plantation Sdn Bhd n 100% Sovereign Place Sdn Bhd # n 100% Beras Corporation Sdn Bhd n 100% Dayabest Sdn Bhd n 51% Haskarice Food Sdn Bhd n 51% Hock Chiong Foodstuff Sdn Bhd n 51% Ban Say Tong Sdn Bhd n 51% Tong Seng Huat rice Trading Sdn Bhd n 95% Sazarice Sdn Bhd n 55% Sabarice Sdn Bhd n 30% Liansin Trading Sdn Bhd n 100% Bernas production Sdn Bhd n 100% Bernas project & Development Sdn Bhd n 100% Bernas Seed pro Sdn Bhd n 100% Bernas Dominals Sdn Bhd n 49% Bernas Feedstuff Sdn Bhd n 100% Bernas overseas (L) Limited n 20% Irfan Noman Bernas (pvt) Limited n 100% Bernas agrotech Sdn Bhd n 95% Bernas International Trading Company Limited n 80% edaran Bernas Nasional Sdn Bhd n 61% Jasmine Food Corporation Sdn Bhd n 100% Jasmine Food (Ipoh) Sdn Bhd n 100% Jasmine Food (alor Setar) Sdn Bhd n 100% Jasmine Khidmat & Harta Sdn Bhd n 100% Jasmine Food (Johor Bahru) Sdn Bhd n n n n n n n n n 100% Jasmine Food (Seremban) Sdn Bhd 100% Jasmine Food (prai) Sdn Bhd 100% Jasmine Food (Kuantan) Sdn Bhd 100% Jasmine rice Mill (Tunjang) Sdn Bhd n 100% Jasmine rice products Sdn Bhd n 51% JS Jasmine Sdn Bhd 60% era Bayam Kota Sdn Bhd 51% Syarikat Faiza Sdn Bhd 51% YHL Holding Sdn Bhd n 100% YHL Trading (Kedah) Sdn Bhd n 100% YHL Trading (KL) Sdn Bhd n 100% YHL Trading (Melaka) Sdn Bhd n 100% YHL Trading (Segamat) Sdn Bhd n 100% YHL Trading (Johor) Sdn Bhd n 100% YHL Trading (Terengganu) Sdn Bhd 45% United Malayan Flour (1996) Sdn Bhd 20% Ban Heng Bee Holdings Sdn Bhd 52% 40% Serba Wangi Sdn Bhd 30% oeL realty Holdings Sdn Bhd 30% Gardenia Bakeries (KL) Sdn Bhd 25% Bernas Logistics Sdn Bhd n n n n annual report 2009 33 .n *72.

.

2009 revenue of RM334 million rice division .

He has no conflict of interest in any business arrangement with the Company and has no conviction for any offence within the past ten years other than traffic offences. 36 TRADEWINDS (M) BERHAD . Dato’ Wira Syed abdul Jabbar is currently the Chairman of MMC Corporation Berhad. padiberas Nasional Berhad. YBhg. He also sits as Chairman of the executive Committee as well as the Nomination and remuneration Committee of the Company. He attended all the eight board meetings held in the financial year under review. Dato’ Wira Syed abdul Jabbar’s interests in the securities of the Company and its subsidiaries are as disclosed on page 202 of this annual report. United Kingdom. a Malaysian aged 70. MarDeC Berhad. He holds a Bachelor of economics degree from the University of Western australia and a Masters of Science degree in Marketing from the University of Newcastle-Upon-Tyne. was appointed as Independent Non-executive Director and Chairman of Tradewinds (M) Berhad on 29 october 2008. YBhg. He has no family relationship with any director and/or substantial shareholders of Tradewinds (M) Berhad. Tradewinds plantation Berhad and aliran Ihsan resources Berhad. the executive Chairman of the Malaysia Monetary exchange and the Commodity and Monetary exchange. He is also a board member of the Star publications (M) Berhad and KaF Discounts Berhad. YBhg. Dato’ Wira Syed abdul Jabbar was previously the Chief executive officer of the Kuala Lumpur Commodity exchange.proFILe oF DIreCTorS DATO’ WIRA SYED ABDUL JABBAR BIN SYED HASSAN Chairman Independent Non-executive Director YBhg. Dato’ Wira Syed abdul Jabbar bin Syed Hassan.

United Malayan Land Berhad and several private limited companies. Tradewinds Corporation Berhad. Subsequently. He later became the Chief executive officer of the Company effective 1 December 2005 until 8 april 2007. was appointed as Non-Independent Non-executive Director of Tradewinds (M) Berhad on 28 September 2005. In 1989. He currently sits on the boards of amtek Holdings Berhad. he was appointed as executive Director of CN asia Corporation Berhad until 2001. He was also the executive Director of Latitude Tree Holding Berhad and a Director of oriental Food Industries Berhad and MarDeC Berhad. He also sits as a member of the executive Committee. manufacturing. who holds indirect major shareholding in the Company. a Malaysian aged 52. He has no family relationship with any Director and/or substantial shareholders of Tradewinds (M) Berhad. housing development.encik Bakry bin Hamzah. USa. BAKRY BIN HAMZAH Non-Independent executive Director Group Managing Director He is currently a director of Tradewinds plantation Berhad and the Managing Director of padiberas Nasional Berhad. Upon his return in 1984 until 1993. encik Bakry holds a Bachelor of arts degree from University Malaya and began his career as assistant Director of Marketing in Lembaga Padi dan Beras Negara. He does not hold any interest in the securities of the Company or its subsidiaries. stock broking and international trading. He also sits as a member of the audit Committee of the Company. Tan Sri Dato’ Seri Syed Mokhtar Shah bin Syed Nor. Tuan Syed azmin is the brother of YBhg. annual report 2009 37 . SYED AZMIN BIN SYED NOR In 1997. He holds a Bachelor of Science degree. He has no conflict of interest in any business arrangement with the Company and has no conviction for any offence within the past ten years other than traffic offences. Non-Independent Non-executive Director Tuan Syed azmin bin Syed Nor. He was redesignated as NonIndependent executive Director and the Group Managing Director on 3 February 2010. a Malaysian aged 46. He had previously served as a director of the Company from 22 august 2002 to 24 March 2003 before being appointed as Chief operating officer of the Company on 1 april 2003. He has no conflict of interest in any business arrangement with the Company and has no conviction for any offence within the past ten years other than traffic offences. was appointed as Non-Independent Non-executive Director of Tradewinds (M) Berhad on 9 april 2007. majoring in Business Management from the University of Berkeley. engtex Group Berhad. He was also involved in the incorporation of Commerce Dot Com Sdn Bhd which undertook one of the Government’s electronic commerce projects. encik Bakry attended seven out of eight board meetings held during the financial year under review. he was involved in several private business ventures including trading in commodities. he became the operations Manager of Bukhary Holdings Sdn Bhd before joining Juara Niaga Sdn Bhd as General Manager. Tuan Syed azmin attended all the eight board meetings held during the financial year under review. e-perolehan. he joined KYD Brake Centre Sdn Bhd as General Manager prior to being the Head of Business Development of aero Mutiara Sdn Bhd. His interest in the securities of the Company or its subsidiaries is as disclosed on page 202 of this annual report.

a Malaysian aged 58. He is a member of the Malaysian Institute of accountants and Cpa australia. Mr. He has no conflict of interest in any business arrangement with the Company and has no conviction for any offence within the past ten years other than traffic offences. presently. He also sits as a member of the executive Committee of the Company. He has no conflict of interest in any business arrangement with the Company and has no conviction for any offence within the past ten years other than traffic offences. a Malaysian aged 50. MMC Corporation Berhad. He has no family relationship with any Director and/or substantial shareholders of Tradewinds (M) Berhad. edaran otomobil Nasional Berhad and Zelan Berhad. DrB-Hicom Berhad. He does not hold any interest in the securities of the Company or its subsidiaries. University of New South Wales. Mr. was appointed as Independent Non-executive Director of Tradewinds (M) Berhad on 1 april 2009 and is also the Chairman of the audit Committee of the Company. he is also a Director of Tradewinds plantation Berhad and padiberas Nasional Berhad. Chartered accountants) before joining Malaysian International Merchant Bankers Berhad (now known as MIMB Investment Bank Berhad) in 1989. Currently. He holds a Bachelor of economics degree from Monash University. ooi attended seven board meetings since his appointment during the financial year under review. Chuah Seong Tat.proFILe oF DIreCTorS CHUAH SEONG TAT He obtained his Bachelor of applied Science (Hons) degree from Universiti Sains Malaysia and a Masters of Business administration from the australian Graduate School of Management. He began his career in 1984 with Messrs. Mazars. was appointed as Non-Independent Non-executive Director of Tradewinds (M) Berhad on 23 June 2006. Chuah attended all the eight board meetings held during the financial year under review. he is also a Director of Tradewinds plantation Berhad. He has no family relationship with any Director and/or substantial shareholders of Tradewinds (M) Berhad. ooi Teik Huat. OOI TEIK HUAT Independent Non-executive Director He does not hold any interest in the securities of the Company or its subsidiaries. He was the Head of Corporate Finance at pengkalen Securities Sdn Bhd (now known as pM Securities Sdn Bhd) from 1993 to 1996. Mr. He is also a member of the Nomination and remuneration Committee since 27 January 2010. Non-Independent Non-executive Director Mr. australia. 38 TRADEWINDS (M) BERHAD . Hew & Co (now known as Messrs.

armidale.He has vast experience in the banking industry and has held several senior portfolios including Managing Director of Bank Kerjasama rakyat Malaysia Berhad. a member of the Malaysian Institute of accountants and the Malaysian Institute of Certified public accountants. He has no family relationship with any Director and/or substantial shareholders of Tradewinds (M) Berhad. was appointed as Independent Non-executive Director of Tradewinds (M) Berhad on 1 april 2009. He also has no conflict of interest in any business arrangement with the Company and has no conviction for any offence within the past ten years other than traffic offences. He also attended the program Management Development at Harvard Business School. Currently. United Kingdom. australia and a Masters in Business administration from the Catholic University of Leuven. a Malaysian aged 54. he is a board member of amtek Holdings Berhad. United States of america. He holds a Bachelor in agricultural economics from the University of New england. General Manager. He has no family relationship with any Director and/or substantial shareholders of Tradewinds (M) Berhad. encik Khalid is a Fellow of association of Chartered Certified accountants. respectively. He also sits on various boards under the Felda Group including Malayan Sugar Manufacturing Company Berhad as well as several private companies. Belgium. YM Datuk r Sharifuddin Hizan bin r Zainal abidin. Deputy executive Chairman and Group Managing Director. He has no conflict of interest in any business arrangement with the Company and has no conviction for any offence within the past ten years other than traffic offences. He has served Felda Group for over 40 years and has held various positions including as advisor and Group Managing Director. Consumer Banking of Malayan Banking Berhad and executive Director of United Merchant Finance Berhad. Furqan Business Organisation Berhad and Seacera Tiles Berhad as executive Director. Malaysia Building Society Berhad and Uzma Berhad. Bina puri Holdings Berhad. Boston. YM DATUK R SHARIFUDDIN HIZAN BIN R ZAINAL ABIDIN Non-Independent Non-executive Director He does not hold any interest in the securities of the Company or its subsidiaries. a Malaysian aged 64. annual report 2009 39 . was appointed as Non-Independent Non-executive Director of Tradewinds (M) Berhad on 22 February 2010. an accountant by profession. KHALID BIN SUFAT He had previously managed Tronoh Mines Malaysia Berhad. Independent Non-executive Director encik Khalid bin Sufat. He also sits as a member of the audit Committee of the Company. He does not hold any interest in the securities of the Company or its subsidiaries. encik Khalid attended seven board meetings since his appointment during the financial year under review. YM Datuk r Sharifuddin Hizan is currently a board member of Lembaga Kemajuan Tanah persekutuan (“FeLDa”) and Felda Holdings Bhd.

YBhg. Planning and Information Services until 1990 and as Senior Vice president. Boston. he then joined Tower Group of Companies for South east asia Timber Industry as Director of Finance for South east asia. He holds a Diploma in accountancy from rIDa College. Indonesia. He does not hold any interest in the securities of the Company or its subsidiaries. Downstream until 1994. Ismail is currently an independent board member of Felda Holdings Bhd and Sarawak economic Development Corporation. Ismail joined peTroNaS Group of Companies as Financial Controller in 1974 and was later appointed to the Main Board of peTroNaS as executive Director. 40 TRADEWINDS (M) BERHAD . Finance. He has no conflict of interest in any business arrangement with the Company and has no conviction for any offence within the past ten years other than traffic offences. petaling Jaya (now known as University Teknology Mara). a Malaysian aged 65.proFILe oF DIreCTorS YBhg. was appointed as Non-Independent Non-executive Director of Tradewinds (M) Berhad on 11 March 2010. USa. Datuk Hj. Ismail began his career at Shell Marketing Malaysia as a Management Trainee and subsequently joined ICI Group of Companies in Malaysia. DATUK HJ. United Kingdom and Canada in 1966 as an accountant and project Investment analyst. Hashim. United Kingdom. ISMAIL BIN HJ. YBhg. aNCoM Berhad from 1995 to 1997 and became the Chief executive officer of aNCoM energy & Services Sdn Bhd until his retirement in 2004. Singapore. Finance from 1975 to 1986. YBhg. Datuk Hj. Datuk Hj. Ismail is also a Fellow of the Chartered Institute of Management accountants. In 1973. Datuk Hj. HASHIM Non-Independent Non-executive Director YBhg. He had also attended the Management Development program at Harvard Business School. He has no family relationship with any Director and/or substantial shareholders of Tradewinds (M) Berhad. as Vice President. Datuk Hj. Ismail bin Hj. He served as Non-executive Director.

3. 10. 7. 8. 9. Bakry bin Hamzah Group Managing Director/ Managing Director rice Division Chan Seng Fatt Chief executive officer plantation Division Tuan Ngah bin Tuan Baru Managing Director Sugar Division Mohd Nazri bin Shariff Group Chief Financial officer Mohd Azanuddin bin Salleh Senior General Manager Finance Ibrahim bin Husian General Manager project/operations Kenny Lim Yin Meng General Manager Internal audit Azmin bin Abidin Deputy General Manager Human resources & administration Ainul Arfah binti Baharim Senior Manager risk Management 8 9 10 5 6 7 2. 6. 4. 5. Mohamad Affendi bin Yusoff Company Secretary/Legal annual report 2009 41 .MaNaGeMeNT TeaM 1 2 3 4 1.

strategic investment .

achieving returns We will strive to make beneficial and sound investments in areas of infinite potential and to yield greater returns whilst ensuring our brand exudes the hallmark of excellence and prestige. .

four non-independent nonexecutive directors. expertise and perspective to the Group’s operations and ultimately. The Board fully supports the principles of Corporate Governance (“principles”) as laid down in the Malaysian Code on Corporate Governance (“Code”) and strives to adopt such principles. profiles of directors which are presented from page 36 to 40 of this annual report demonstrate their range of experiences.STaTeMeNT oN CorporaTe GoVerNaNCe The Board of Directors of Tradewinds (M) Berhad (“TWS”) (“Board”) is committed in ensuring the highest standards of corporate governance are applied throughout the TWS Group (“Group”). the enhancement of long-term shareholder value. plans and budgets and significant financial matters as well as human capital policies including succession planning for top management. approval of major capital expenditure projects. bringing depth and diversity in experience. Three members.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLr”) during the financial year ended 31 December 2009 up to the date of this Statement. two independent non-executive directors and one non-independent executive director. acquisition and divestment policies. No individual or small group of individuals dominates the decision-making of the Board and the number of directors fairly reflects the best interests of the shareholders’ investment. BOARD BALANCE The Board comprises executive and non-executive directors and currently has eight directors made of an independent non-executive chairman. displaying integrity and transparency with the objective to safeguard shareholders’ investments and ultimately enhancing shareholder value. The Board is also committed to ensure that good governance is practised throughout the Group in all aspects of its business dealings. The Board is pleased to disclose the Group’s application of the principles as set out in part 1 of the Code and pursuant to Paragraph 15. operational. financial. which are more than one-third of the Board. are independent directors. 44 TRADEWINDS (M) BERHAD . The Board reserves material matters to itself for decision which include the overall Group strategies and directions. DIRECTORS THE BOARD The Board is responsible for the overall performance of the Group by maintaining full and effective control over strategic. This is in compliance with the MMLr. compliance and governance issues. The Board comprises members with various professional backgrounds.

The Board meets at least six times yearly.Collectively. 6 January 2010) Boo Yew Leng (resigned w. During the financial year under review. Hashim (appointed w. 1 April 2009) Khalid bin Sufat (appointed w. Group Managing Director (“GMD”). The Chairman is primarily responsible for the orderly conduct and working of the Board whilst the GMD is responsible for the overall operations of the business. SUPPLY OF INFORMATION Board meetings are scheduled in advance of the new financial year to enable directors to plan and accommodate the year’s meetings into their schedule. including key appointments and standard of conduct.f.f. was created on even date.e. Ismail bin Hj. Details of attendance to the meetings are as follows: Board of Directors Dato’ Wira Syed abdul Jabbar bin Syed Hassan Bakry bin Hamzah Syed azmin bin Syed Nor Chuah Seong Tat ooi Teik Huat (appointed w. organisational effectiveness and the implementation of Board policies and strategies. 1 April 2009) Tan Gee Sooi (resigned w.f. 6 January 2010) Attendance 8 out of 8 7 out of 8 8 out of 8 8 out of 8 7 out of 7 7 out of 7 not applicable not applicable 1 out of 1 1 out of 1 8 out of 8 8 out of 8 annual report 2009 45 .e.e. The non-executive directors provide considerable depth of knowledge collectively gained from experiences in a variety of public and private companies. There is a clear division of responsibilities between the roles of the Chairman and the GMD to ensure a balance of power and authority and no individual has unfettered powers of decision.f. skills and perspectives necessary for the decision -making process. 1 April 2009) Datuk r Sharifuddin Hizan bin r Zainal abidin (appointed w. The role of the Group Chief executive officer (“GCeo”) has been relinquished with effect from 3 February 2010 and a new portfolio. 11 March 2010) encik ahmad bin abu Bakar (resigned w. 1 April 2009) Dr.f. The nonexecutive directors possess the necessary caliber and credibility as well as necessary skills and experiences bringing their independent judgement on the issues of strategy.e. The GMD assumes the roles and responsibilities of the GCeo.f. Sharifuddin bin abdul Hamid (resigned w. not only in the interests of the Group but also of other stakeholders. per formance and resource. The diversity and depth of knowledge offered by the directors reflect the commitment of the Company to ensure effective leadership and control of the Group.e.f. 22 February 2010) Datuk Hj. additional meetings are held as and when required. The independent non-executive directors provide unbiased and independent views in ensuring that the strategies proposed by the management are fully deliberated and examined. The GMD is assisted by the management team in managing the day-to-day business of the Group.f.e. the directors bring a wide spectrum of business acumen.e.e. eight Board meetings were held including two additional meetings pertaining to the acquisition of Padiberas Nasional Berhad (“BerNaS”).

all nominees are initially considered by the Nomination and remuneration Committee (“NrC”) taking into account the required mix of skills. DIRECTORS’ REMUNERATION THE LEVEL AND MAKE-UP OF REMUNERATION Directors are remunerated at levels which allow the Company to attract and retain directors with the relevant experience and expertise to manage the Group successfully. whether as a full Board or in their individual capacities. at least one-third of the Board shall retire from office at least once in three years but shall be eligible for re-election at every aGM. where necessary and appropriate. They have the caliber to ensure that the strategies proposed by the management are fully deliberated and examined in the long-term interest of the Group as well as the shareholders. the NrC evaluates the executive director’s performances against the objectives set by the Board. strategies. RE-ELECTION In accordance with the provisions of the Company’s articles of association. PROCEDURE The Board. through its NrC. all directors have the right to make further enquiries where deemed necessary. Directors have unhindered access to the advice and services of the company secretary who is responsible for ensuring that Board meeting procedures are adhered to and that the applicable rules and regulations are complied with. experiences and other qualities prior to putting forward a recommendation to the Board for its approval. This provides shareholders the opportunity to evaluate directors’ performances and also promotes effective Board. The directors may. in furtherance of their duties at the Company’s expense. APPOINTMENTS TO THE BOARD The Company has in place a formal and transparent procedure for the appointment of new directors to the Board. additionally. The remuneration reflects the level of experience and expertise they bring with them and the amount of responsibilities undertaken by them. 1965 (“act”). Minutes of meetings are duly recorded and thereafter confirmed by the Chairman of the meeting. marketing and human resource issues to enable the Board to examine both the quantitative and qualitative aspects of the business. bonus and other benefits. all directors who are newly appointed by the Board are subject to election by the shareholders at the first annual General Meeting (“aGM”) following their appointments. proposals comprising comprehensive and balanced financial and non-financial information are encapsulated in the papers covering amongst others.STaTeMeNT oN CorporaTe GoVerNaNCe The Board is furnished with information in a form and of a quality appropriate to enable it to discharge its duties relating to all matters that requires its attention and decision-making in a timely manner. annually reviews the performance of the executive director as a prelude to determining his annual remuneration. The remuneration of non-executive directors is reviewed by the Board as a whole to ensure that it is aligned to the market and to their duties and responsibilities. In discharging this duty. The three independent directors are independent of management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. pursuant to Section 129 of the Companies act. thereby linking his remuneration to performance. 46 TRADEWINDS (M) BERHAD . directors over the age of 70 are also required to retire but shall be eligible for reappointment. employees and customers. obtain independent professional advice. operational and regulatory.

twinds. an important aspect of an active and constructive communication policy is the timeliness in disseminating information to shareholders and investors. SHAREHOLDERS DIALOGUE BETWEEN COMPANY AND INVESTORS The Board recognises the importance of transparency and accountability to its shareholders and maintains an effective communication policy that enables both the Board and the management to communicate effectively with its shareholders and the public.520 Note: (i) Inclusive of fees and emoluments received from subsidiaries.com.com as well as the Company’s website at www. annual report 2009 47 .DISCLOSURE a summary of the remuneration of the directors (including from companies within the Group) during the financial year under review is as follows:Fees Non-executive Directors rM155.000 rM150.001 and above Number of Non-Executive Directors 4 2 2 0 0 2 Notes: (i) The total remuneration includes salaries.001 to rM150. (ii) There was no executive director on the Board during the financial year under review.bursamalaysia.my.000 rM100. In addition to the various announcements made during the financial year under review in respect of corporate developments of the Group.001 to rM200.000 rM50.328. The number of Directors whose total remuneration falls within the following bands is as follows:- Range of Remuneration per annum rM1 to rM50. Copies of the full announcement are supplied to the shareholders and members of the public upon request.001 to rM250. the timely release of financial results on a quarterly basis provides shareholders with an overview of the performance and operations of the Group.508.000 Total rM1. The full financial results and announcements made by the Company can also be obtained from Bursa Malaysia Securities Ber had (“Bursa Malaysia”)’s website at www. (ii) There was no executive director on the Board during the financial year under review.000 Benefit-in-Kind rM25.520 Emoluments rM1. bonuses and meeting allowances received from subsidiaries.001 to rM100.000 rM200.000 rM250.

Directors are encouraged to attend appropriate and relevant training programmes. THE AGM The aGM. at least two meetings with the auditors were held in the absence of the management. DIRECTORS’ TRAINING all members of the Board have attended and completed the Mandatory accreditation programme in compliance with the MMLr.STaTeMeNT oN CorporaTe GoVerNaNCe The website of the Company also provides convenient access to the latest corporate information of the Group. 48 TRADEWINDS (M) BERHAD . has continued to report to members of the Company on their findings which are included as part of the Company’s financial reports each year. High Forum for Directors of Listed Issuers in enhancing Corporate Governance by Bursa Malaysia. among the seminars and conferences attended by Directors during the financial year under review are:i. The Board takes responsibility in presenting a balanced and meaningful assessment of the Group’s financial performance and prospects. is the principal forum for dialogue with shareholders.. and the applicable approved Financial reporting Standards in Malaysia. a statement on the directors’ responsibilities in preparing the financial statements is set out separately on page 51 of this annual report. anuarul azizan Chew & Co. In so doing. the audit report and the management letter including the management’s responses thereon. The Company recognises the importance and need for continuous education in order for Board members to gain better insights into the technological advances. Messrs. INTERNAL CONTROL The Statement on Internal Control as set out on pages 55 to 56 of this annual report provides an overview of the state of internal control of the Company. RELATIONSHIP WITH AUDITORS The external auditors. additionally. the senior management of the Group. The Audit Committee also reviews with the auditors. The eGM provided shareholders with the opportunity to participate in the discussion relating to the proposed acquisition and later voted on the same. a press conference is held immediately after the aGM whereby the Chairman briefs the media on the resolutions passed and answers questions concerning the Group. A press conference was held soon after the conclusion of the eGM. Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf. results of the annual audit. workshops and conferences to enhance and to keep abreast with new developments in the business environment. talks. as well as the Company’s auditors are present to answer questions raised during the meeting. adequacy and completeness. seminars. an extraordinary General Meeting (“eGM”) of the Company was held on 28 October 2009 on the acquisition of BERNAS. ACCOUNTABILITY AND AUDIT FINANCIAL REPORTING The Board is assisted by its audit Committee in reviewing information to be disclosed through annual financial statements and announcements of quarterly results to shareholders to ensure accuracy. regulatory updates and management strategies. the Company has established a transparent arrangement with the auditors to meet their professional requirements. Members of the Board. The financial statements are drawn up in accordance with the provisions of the act. usually held in June each year. The quarterly results of the Company are also reviewed by the audit Committee.

annual report 2009 49 . v. ix. iv. exclusive Strategy Session – Global Financial Crisis with Tun Dr. The directors are also encouraged to visit various operation sites of the Group as part of their training and development programme to expose and familiarise themselves with the operations and issues directly affecting the businesses of the Group. economic Turmoil: THrIVe. Indonesia. xi. The Non-executive Director Development Series – Is it Worth the risk? By priceWaterhouseCoopers & Security Industry Develoment Corporation. the business plan and directions of the Company were discussed and deliberated. Board Excellence Forum by Lexis Nexis. BOARD MEETINGS eight board meetings were held during the financial year under review whereby various matters including the Company’s financial results. x. Leading Change in Touch Times – professor John Kotters Asia Tour 2009. Seminar on Key amendments on the Directors’ Obligations under the Listing Requirements of Bursa Malaysia Securities Berhad and Understanding the Directors: Board Effectiveness & Managing Risk. Updates on Key amendments on the Directors’ obligations under the New Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Bali. all directors have fulfilled the requirements of the MMLR in respect of board meeting attendance. and Morison International. xiii. vii. xii. Corporate Governance Guide – Towards Boardroom excellence by Malaysian Institute of accountants (“MIA”). MaICSa annual Conference 2009 – Shaping the Future Corporate Professional. Details of the director’s attendance at the board meetings are as set out on page 45 of this annual report. World rice Commerce. Risk Management Best Practices by Bursatra.ii. viii. xv. an Insight Session into the economy with professor Danny Quah. ii. iii. Forum on FRS – Financial Instruments Standard. Board effectiveness: Understanding the roles & Functions of the Nominating & remuneration Committee by Bursatra Sdn Bhd (“Bursatra”). Mahathir. Forum on FrS 139 Financial Instruments: recognition and Measurement by Bursa Malaysia.2010 Global economic Crisis – Impact on Malaysia by Asia Chain Management Sdn Bhd. The Future Islamic Financial Services by Islamic Financial Services Board. vi. and xviii. Singapore. xiv. The management had also organised an in-house seminar for directors and senior management of the Group on 16 and 17 December 2009 on the following:i. Don’t Just Survive by Anuarul Azizan Chew & Co. and Towards Boardroom excellence – Managing related party Transactions and Conflict of Interest. Half Day Talk on the outlook of the other Half of 2009 . xvii. National Accountants Conference 2009 by MIA. xvi.

e. the audit Committee. experience and competencies to be appointed to the Board as well as committees of the Board. its committees as well as the performance of each existing director. 3 February 2010) Boo Yew Leng (resigned w. 1 April 2009) Ahmad bin Abu Bakar (resigned w. 1 April 2009) Dr. Dato’ Wira Syed abdul Jabbar bin Syed Hassan. This statement is made in accordance with a resolution made by the Board dated 28 april 2010.f. Menara HLa No. 6 January 2010) Bakry bin Hamzah (resigned w. delegated specific responsibilities to its Board Committees namely.e. Sharifuddin bin Abdul Hamid (resigned w.e. The members of the aC are as follows: • • • • • Ooi Teik Huat (Chairman) (appointed w.f. Executive Committee (“EXCO”) The exCo which was established on 10 october 2007 to assist the Board in overseeing the management and operations of the Group as well as expediting the decision-making process comprises three members and is governed by a written charter which deals clearly with its authority and duties. 3 February 2010) The Chairman.e.e.STaTeMeNT oN CorporaTe GoVerNaNCe THE BOARD COMMITTEES The Board has. to convey any concern or make queries.f. any matters concerning the Group may be conveyed to him at:Tradewinds (M) Berhad Level 12. The NrC is also responsible for developing the policy on the remuneration of the executive director and recommending the remuneration and compensation of executive director and senior management to the Board.f. Nomination and Remuneration Committee (“NRC”) The NrC which was established on 23 November 2001 is responsible for recommending new nominees with the necessary skills. The Terms of reference of the aC together with its report are presented from page 57 to 61 of this annual report. b. 1 April 2009) Syed Azmin bin Syed Nor Khalid bin Sufat (appointed w. The ultimate responsibility for the final decision on all matters however. all members are non-executive directors. These committees have been given the authority to examine particular issues within their terms of reference and report to the Board with their recommendations. contact the company secretary at the registered address and telephone number of the Company as aforementioned. Jalan Kia peng 50450 Kuala Lumpur Tel: 603 2179 7777 Fax: 603 2161 1632 Shareholders may at any time. a. acts as the senior independent non-executive director. The members of the exCo are as follows:- • • • Dato’ Wira Syed Abdul Jabbar bin Syed Hassan (Chairman) Bakry bin Hamzah Chuah Seong Tat 50 TRADEWINDS (M) BERHAD . The members of the NrC are as follows:- • • • • • Dato’ Wira Syed Abdul Jabbar bin Syed Hassan (Chairman) Ooi Teik Huat (appointed w.f. 27 January 2010) Khalid bin Sufat (appointed w.f.f. the executive Committee and the Nomination and remuneration Committee. lies with the Board. where appropriate. 1 April 2009) c. a majority of whom are independent. The aC is governed by a written terms of reference which deals clearly with its authority and duties. The NrC which comprises three members also assists the Board in assessing the effectiveness of the Board as a whole. 3. Audit Committee (“AC”) The aC which was established on 8 November 1993 to assist the Board in the execution of its responsibilities comprises three members.e.e.f.e.

1965 (“Act”) requires the directors to prepare a financial statements which give a true and fair view of the state of affairs of the Company and at the end of each financial year. annual report 2009 51 . This statement is made in accordance with a resolution of the Board of Directors dated 28 april 2010. The directors consider that in preparing the financial statements for the financial year ended 31 December 2009 set out from page 77 to 191 of this annual report.STaTeMeNT oN DIreCTorS’ reSpoNSIBILITY The Companies Act. to prepare together with the results and cash flows. The directors have the responsibility in ensuring that the Company and the Group maintain accounting records which disclose with reasonable accuracy the financial position of the Company and the Group which enable them to ensure that the financial statements are in compliance with the financial reporting standards in Malaysia and the act. As required by the Act and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The directors have the overall responsibilities for taking such steps as are reasonably available to them to safeguard the assets of the Group and to prevent and detect fraud as well as other irregularities. the financial statements have been prepared in accordance with the applicable approved Financial reporting Standards in Malaysia and provisions of the act. the Group has used appropriate accounting policies. consistently applied and supported by reasonable and prudent judgments and estimates.

benefits.00. Chuah Seong Tat is a related party to TSDSSM by virtue of him being a director of the Company and Bukhary Sdn Bhd. Non-Audit Fees The amount of non-audit fees paid to the Group’s external auditors was rM47. He also holds 99.500. representing 31. by virtue of TSDSSM’s indirect interest in the Company and SaSN’s indirect interest in BerNaS.86% and 4. the holding company of pLSB. Notwithstanding that TSDSSM and SaSN have no interest in WT.9% equity interest in both KVSB and Indra Cita Sdn Bhd (the holding company of STJSB).00 each in padiberas Nasional Berhad (“BerNaS”).688. Bakry bin Hamzah.aDDITIoNaL CoMpLIaNCe INForMaTIoN The following additional information for the financial year ended 31 December 2009 has been provided in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”):- 1. Material Contracts Involving Directors and Major Shareholders (a) a Share Sale agreement dated 28 august 2009 between Tradewinds (M) Berhad (“TWS” or the “Company”) and Wang Tak Company Limited (“WT”) for the acquisition of 148. The said acquisition was completed on 2 November 2009.599.00 each in BerNaS. In addition. (collectively referred to as the “proposals”) 3. 52 TRADEWINDS (M) BERHAD . SaSN is the brother of TSDSSM. Imposition of Sanction/Penalties on the Company and its Subsidiaries There was no sanction or penalties imposed on the Company. entitlements.9% equity interest in Restu Jernih Sdn Bhd (“RJSB”).566. the directors and shareholders of GBSB. a non-independent executive director and the group managing director of the Company is also a director of BerNaS. interests.281. BGSB and rJSB and was deemed interested in the proposals. Kelana Ventures Sdn Bhd (“KVSB”) and Seaport Terminal (Johore) Sdn Bhd (“STJSB”) hold 30. 2. an indirect subsidiary of KHSB Equity Sdn Bhd in which SaSN is also a director.80. respectively.928.52% of the total issued and paid-up share capital of BerNaS from WT for a total purchase consideration of RM308.04%. KVSB and STJSB were deemed interested in the proposals. respectively. (b) a Share Sale agreement dated 28 august 2009 between TWS and Gandingan Bersepadu Sdn Bhd (“GBSB”) for the acquisition of 104. the Government of Malaysia (“Government”). The said acquisition was completed on 20 January 2010. pLSB.424. Budaya Generasi (M) Sdn Bhd (“BGSB”) and the Company entered into a Novation agreement dated 30 December 2009 for the transfer of all the rights. its subsidiaries. namely ahmad ridzuan bin Dahari and Datuk azizan bin ayob are persons connected to Syed azmin bin Syed Nor (“SaSN”) who is a non-independent nonexecutive director of the Company as they are both accustomed to act in accordance with SaSN’s directions and instructions. Relationship Interested Directors and Major Shareholders perspective Lane (M) Sdn Bhd (“pLSB”). In connection with the above transaction. remedies and assumptions of all obligations.100 ordinary shares of rM1. 8. liabilities and burdens of BGSB under the privatisation agreement between BGSB and the Government dated 18 January 1996 to the Company.00. Tan Sri Dato’ Seri Syed Mokhtar Shah bin Syed Nor (“TSDSSM”) holds 99. representing 22.24% of the total issued and paidup share capital of BerNaS from GBSB for a total purchase consideration of rM217.485 ordinary shares of rM1.07% equity interest in the Company. board members and management.

7. Profit Guarantee No profit guarantee was given by the Company. Revaluation of Landed Properties The Group does not revalue its landed properties as its principal landed properties are agricultural land used for the cultivation of palm oil. 6. 11. Option. 8. pLSB Interested Directors:SaSN. 10. 12. Public Shareholding Spread The Company is in compliance with the public Shareholding Spread requirement of Bursa Malaysia.727 purchase of natural gas provision of logistics and transportation services Sale of refined sugar agency services for the sale and distributorship of refined sugar and molasses provision of transportation services Gas Malaysia Sdn Bhd Jp Logistics Sdn Bhd GpT Bukhary Sdn Bhd SKS Transport Sdn Bhd CSr CSr Bukhary Sdn Bhd CSr Interested Major Shareholders:TSDSSM. Share Buy-backs The Company did not purchase any of its own shares. Profit Estimates. American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme The Company does not sponsor any aDr or GDr programme.880 GpT 3. aKMK. Status of Utilisation of Proceeds Raised from Corporate Proposal There was no corporate proposal involving the raising of funds. rJSB. 5.4. 13.610 2.159 5. Warrants or Convertible Securities The Company did not offer any option or warrant. Forecast or Projection The Company did not make any release on the profit estimate. forecast or projection for the financial year. BH 203.811 annual report 2009 53 . D i s c l o s u re o f R e c u r re n t R e l a t e d P a r t y Transactions of a Revenue or Trading Nature (“RRPT”) The rrpT entered into by the Company during the financial year ended 31 December 2009 are as follows:- Ê Nature of Transaction Vendor Purchaser Interested Directors/ Major Shareholders Aggregate value of transactions for the 12-month period from 1 Jan 2009 to 31 Dec 2009 (RM’000) 31. CST. 9. Contracts Relating to Loans There were no contracts relating to loans by the Company involving directors and major shareholders.

materials and working tools for engineering works.aDDITIoNaL CoMpLIaNCe INForMaTIoN 13. Taloh. FFM. installation. supervision of boiler. fabrication.(cont’d) Ê Nature of Transaction Vendor Purchaser Interested Directors/ Major Shareholders Aggregate value of transactions for the 12-month period from 1 Jan 2009 to 31 Dec 2009 (RM’000) 155.121 ahmed Kamil bin p M Mustafa Kamal Bakry bin Hamzah Boo Yew Leng Central Sugars refinery Sdn Bhd Chuah Seong Tat FFM Berhad Gula padang Terap Sdn Bhd Grenfell Holdings Sdn Bhd perspective Lane (M) Sdn Bhd ppB Group Berhad restu Jernih Sdn Bhd Syed azmin bin Syed Nor Taloh Sdn Bhd Tan Gee Sooi Tan Sri Dato’ Seri Syed Mokhtar Shah bin Syed Nor 54 TRADEWINDS (M) BERHAD . Disclosure of Recurrent Related Party Transactions of a Revenue or Trading Nature (“RRPT”) (cont’d) The rrpT entered into by the Company during the financial year ended 31 December 2009 are as follows:. ppB Interested Directors:BYL. inspection and consulting services Abbreviations: aKMK BH BYL CSr CST FFM GpT Grenfell pLSB ppB rJSB SaSN Taloh TGS TSDSSM Minsec engineering Services Sdn Bhd CSr 2.587 Sale of crude palm oil and palm kernel retus plantation Sdn Bhd Bintulu edible oils Interested Major Shareholders:Grenfell. TGS Supply of labour.

The ultimate responsibility for the final decision on all matters however. The Board acknowledges that risks cannot be completely eliminated. ensuring compliance with applicable laws and regulations as well as the policies adopted by the Board. The system of internal control involves each key business unit in the Group. regulators and employees in accordance with Section 167a of the Companies act. its management and the Board. iv. and b. evaluate and manage significant business risks that may affect the achievement of its business objectives had been approved by the Board and implemented. The system is designed to meet the Group’s business objectives and safeguard the Group’s assets. finance. 1965. interests of customers. Heads of operating Divisions and the risk officer. Management is responsible to inculcate a risk-awareness culture and continuously review the existing risk management framework to enhance risk awareness for managing risks and internal control. RISK MANAGEMENT a formal group-wide enterprise risk management framework covering the Group’s core business activities to identify. The following key features have been incorporated into the Group’s risk management framework:a. lies with the Board. It is designed to meet the Group’s particular needs and to manage the risks to which it is exposed in pursuit of its business objectives. Measuring methodologies across the Group. potential impact and likelihood of those risks occurring.STaTeMeNT oN INTerNaL CoNTroL The board of directors (“Board”) is responsible for the Group’s system of internal control. iii. operations. control effectiveness and adopting the appropriate action plans to mitigate those risks. recommending appropriate risk management procedures. fraud or loss. control effectiveness and action plans to manage those risks. management information system and compliance with the relevant laws and regulations. Group Chief Financial officer. This enterprise risk management framework is continuously reviewed by the audit Committee together with the Board for its adequacy and effectiveness. the potential impact and likelihood of those risks occurring. annual report 2009 55 . Overseeing risk management activities of the Group. reports on risk profile of the Group were presented to the risk Management Committee for review and thereafter to the audit Committee for its onward reporting to the Board on significant risks as well as controls available to mitigate those risks for the Board’s consideration. The system by its nature can only provide reasonable and not absolute assurance against material misstatement. These committees have the authority to examine all matters within their scope of responsibilities and report to the Board with their recommendations. shareholders’ investments. subsidiaries and departments on key risks faced by the Group. Specific responsibilities have been delegated to the relevant board committees which have written terms of reference. and Identifying and managing strategic and key operational risks. operational failure. The Audit Committee is assisted by the risk Management Committee which comprises the Group Managing Director. ii. The risk reports of each subsidiary company of the Group are updated bi-annually in each financial year. The Group reaffirms its on-going processes of risk management by conducting sessions on retraining awareness and risk assessment processes and methodologies. Continuous evaluation is carried out by the management throughout the various divisions. OTHER KEY ELEMENTS OF INTERNAL CONTROL apart from the above. The group-wide risk assessment processes include re-evaluating existing key risk areas and identifying new key risk areas. the other key elements of the Group’s internal control system which has been reviewed by the Board are described below:a. The internal control system covers the areas of risk management. The duties of the risk Management Committee are as follows:i.

i. The management of the various companies in the Group is delegated to the respective head of operation and their management teams. The audit Committee meets the external auditors without the presence of management at least twice yearly. There are specific procedures for both capital and revenue expenditures. The GIaD carries out regular reviews on business processes to assess the adequacy and effectiveness of internal control. scope and results of audit review and the effectiveness of the system of internal control. 56 TRADEWINDS (M) BERHAD . These are supplemented by operating standards set by the management for applications across the Group. and The audit Committee meets regularly with the senior management. Formal procedures are put in place to rectify weaknesses identified in the Internal audit reports. management responses and corrective actions for improvement in respect of the internal control system. a detailed budgeting process is established for all key operating companies within the Group to prepare their annual budgets which are subsequently discussed and approved by the Board. The Group Internal audit Department (“GIaD”) was set up by the Board to provide independent assurance on the adequacy of risk management. regular and comprehensive management reports are provided to the Board for monitoring performance against the approved budget covering all key financial and operational indicators as well as compliance with all applicable rules and regulations. h. The minutes of meeting of the audit Committee are tabled to the Board for notation. The audit Committee holds regular meetings to deliberate the audit findings. results of such reviews are reported to the audit Committee and ultimately to the Board. The activities of the audit Committee during the financial year ended 31 December 2009 are set out in the report of the audit Committee from page 57 to 61 of this annual report. e. The head of GIaD reports to the audit Committee. g. compliance with regulations and the Group’s policies and procedures based on a risk-based audit approach. the nature. recommendations. the head of the GIaD and the external auditors to review the Company and the Group’s financial reporting. RELATIONSHIP WITH THE AUDITORS The Board maintains a formal and transparent professional relationship with the auditors through the audit Committee. d. This statement is made in accordance with a resolution made by the Board dated 28 april 2010. The work of the GIaD is undertaken in accordance with the annual audit plan approved by the audit Committee at the beginning of the year. internal control and governance systems. whose roles. The management is responsible for the periodic review and streamlining of policy and procedure manuals to be adopted Group-wide. f. responsibilities and authority limits are set by the respective board of directors. c.STaTeMeNT oN INTerNaL CoNTroL b. The role of the audit Committee in relation to the internal and external auditors is described in the report of the audit Committee of this annual report.

as it may think fit. MEETINGS 1. COMPOSITION 1. The secretary of the aC shall be the company secretary or any other person appointed by the AC. the aC will endeavor to adopt certain practices aimed at maintaining appropriate standards of corporate responsibility. In addition. 5. TERMS OF REFERENCE OF THE AUDIT COMMITTEE OBJECTIVES The primary objective of the aC is to assist the Board of Directors (“Board”) in the effective discharge of its fiduciary responsibilities for corporate governance. and 3. annual report 2009 57 . Minutes of each meeting shall be kept and distributed to each member of the aC and to the Board for notation. The Group Managing Director. The members of the aC shall be appointed by the Board from amongst its number which shall fulfill the requirements of Bursa Malaysia. No alternate director is to be appointed as a member of the AC. 2. 4. financial reporting. Meetings shall be held not less than four times a year. one of the members who shall be an independent non-executive director shall be elected as Chairman by the aC members. internal control and compliance with applicable approved Financial reporting Standards and Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). The presence of a majority of independent nonexecutive directors shall form a quorum for the meetings. The members of the aC shall elect a chairman from among the members who shall be an independent non-executive director. attendance of other directors and employees at any particular meeting shall only be at the aC’s invitation. and The notice and agenda of each meeting shall be sent to all members of the aC and any other persons that may be required to attend. The aC shall report and may make such recommendations to the Board on any audit and financial reporting matters.reporT oF THe aUDIT CoMMITTee The audit Committee (“aC”) which was established on 8 November 1993 comprises two independent non-executive directors and one non-independent non-executive director as follows:OOI TEIK HUAT (Chairman) SYED AZMIN BIN SYED NOR KHALID BIN SUFAT 4. Group Chief Financial officer and representatives of the internal and/or external auditors shall normally attend meetings. 2. integrity and accountability to the shareholders. Should the chairman be absent from any meeting. 3. specific to the relevant meeting. The members of the aC shall all be non-executive directors with a majority of them being independent.

processes or investigations undertaken and management’s response and ensure co-ordination between the internal and external auditors. and • Review the appointment and assessment of performance of the internal audit staff. 7. 58 TRADEWINDS (M) BERHAD . The ability to obtain external legal or independent professional or other advice and secure the attendance of outsiders with relevant experience and expertise. Direct communication channels with the external auditors. any person(s) carrying out the internal audit function or activity and with the senior management of the company and its subsidiaries. and • Discuss issues and reservations arising from the audit and any matters the external auditors may wish to discuss in the absence of management. whenever deemed necessary.reporT oF THe aUDIT CoMMITTee AUTHORITY The aC shall have the following authority as empowered by the Board:1. • Review the internal audit plan. 3. The mandate to have full authority over the internal audit function and requiring the internal audit function to report directly to the AC. and The ability to convene meetings with the external auditors. where necessary. FUNCTIONS The aC shall undertake the following responsibilities and duties:a) External Audit • Consider and recommend the nomination and reappointment of the external auditors. 2. ii) iii) 6. functions. if it considers necessary. • Review the assistance given by the employees to the external auditor. the major findings of internal audit programme. b) Internal Audit • Review the adequacy of the scope. processes. the audit fee and any questions of resignation or dismissal. excluding the attendance of other directors and/or management. 4. the internal auditors or both at least twice a year. 5. • Review with the external auditors:- i) the scope and audit plan of the audit examination to ensure that adequate tests to verify the accounts and procedures of the Group will be performed and ensure co-ordination where more than one audit firm is involved. the evaluation of the effectiveness of the internal control systems. Full and unrestricted access to any information and documents relevant to the Company’s activities. competency and resources of the internal audit functions and that it has the necessary authority to carry out its work. The authority to investigate any matters within its terms of reference. The resources which are required to perform its duties. and the audit report.

reviewed with the external auditors. the audited year-end financial statements of the Group and the company prior to submission to the Board. and adequacy of accounting. significant adjustments arising from the audit and compliance with applicable approved Financial reporting Standards (“FrS”) and other legal and regulatory requirements. financial and o p e r a t i n g c o n t ro l s a n d t o m o n i t o r t h e implementation of any recommendations made. d) Related Party Transactions review any related party transactions and conflict of interest situation that may arise within the Company or Group including any transactions. the accounting issues arising from the audit exercise including updates on new developments on FrS issued by the relevant authorities. focusing particularly on any changes in or implementation of major accounting policies and procedures. ii) iii) iv) 2. f) annual report 2009 59 . Risk Management Review the adequacy and effectiveness of risk management. e) 4. significant and unusual events. 3. Subsequent discussions with the management were held with regards the actions taken to improve the system of internal control based on recommendations made. SUMMARY OF ACTIVITIES DURING THE FINANCIAL YEAR In line with its terms of reference. Reviewed unaudited quarterly financial statements of the company prior to submission to the Board. including interim audit reports on subsidiary companies and management’s response in relation thereto.c) Financial Reporting Review the unaudited quarterly results and year-end financial statements prior to the approval by the Board. focusing particularly on:i) the nature and impact of any changes in or implementation of major accounting policy and practices. reviewed with the external auditors. the main activities undertaken by the aC during the financial year ended 31 December 2009 in the discharge of its functions and duties were as follows:1. procedure or course of conduct that raise questions with regards to management integrity and the adequacy of the Group’s procedures for monitoring and reviewing of related party transactions. Other Matters per form such other responsibilities as may be approved by the Board. reviewed with the external auditors. internal control and governance systems instituted in the Group. the results of the audit and the audit report. compliance with accounting standards and other legal requirements.

f. Sharifuddin bin abdul Hamid (Resigned w. reviewed with the internal auditors all audit reports on the results of the work undertaken together with the recommended action plans and their implementation status. a total of seven (7) audit Committee meetings were held. 9.reporT oF THe aUDIT CoMMITTee 5. 1967 or fulfils such other requirements as prescribed by the approved Exchange. reviewed the extent of compliance of the Group with the provisions set out under the Malaysian Code on Corporate Governance (“Code”) and the recommendations made to the Board on the action plans to address the identified gaps between the existing corporate governance practices of the Group and the prescribed corporate governance principles and best practices under the Code. 60 TRADEWINDS (M) BERHAD . 1967 or a member of one of the associations of accountants specified by part II of the First Schedule of the accountants act. Ooi Teik Huat. Members ooi Teik Huat# (Appointed w. 6.f. reviewed the related party transactions entered into by the Group to ensure that all transactions made were in compliance with the shareholders’ mandates. ATTENDANCE AT MEETINGS During the financial year ended 31 December 2009. Mr.e. 7. The Chairman. 1 April 2009) ahmad bin abu Bakar# (Resigned w. 1 April 2009) Syed azmin bin Syed Nor Khalid bin Sufat# (Appointed w. has the necessary qualification as a member of the aC as he is a member of the MIa and Cpa australia.f.e.f. reviewed the report of the audit Committee and the Statement on Internal Control for inclusion in this Annual Report. and reviewed the compliance of the Group with the provisions of the MMLr and other regulatory authorities and regularly monitored actions taken on issues of non-compliance that were reported to the Board and Bursa Malaysia. 10.e. 1 April 2009) Dr.e. 1 April 2009) Total Number of Meetings Attended 6 7 6 1 1 6 7 6 1 1 # member of the Malaysian Institute of accountants (“MIa”) at least one member of the aC must be a member of the MIa or have at least three years working experience and have passed the examinations specified in part 1 of the First Schedule of the accountants act. 8. reviewed and assessed the risk management activities and risk review reports of the Group.

INTERNAL AUDIT The Company has a Group Internal audit Department (“GIaD”) whose primary function is to assist the aC in discharging its duties and responsibilities. iii. These were carried out in accordance with the annual internal audit plan or as special audits. The GIaD adopts a risk-based auditing approach towards the preparation of the audit plan and conduct of audits which is consistent with the framework of the Group in designing. approximately rM877. approves the annual internal audit plan at the beginning of each year. compliance with regulations and the Group’s policies and procedures based on the approved audit plan. iv. OOI TEIK HUAT Chairman of audit Committee 27 april 2010 annual report 2009 61 . The GIaD monitors the progress of the implementation of the audit recommendations in order to obtain assurance that all major risks and controls concerns have been duly addressed by the management. the internal audit reports were forwarded to the parties concerned for their necessary action before being presented to the aC for its deliberation. audit assignments. implementing and monitoring its internal control system. and reported to the recommendations. investigations and follow-ups were carried out on the units of operations and subsidiaries. Held exit audit discussions with the senior management in respect of audit findings. Carried out 19 regular reviews on the business processes to assess the adequacy and effectiveness of internal control. corrective actions units’ management aC on the audit findings. Upon completion of the audits. The activities undertaken by the GIaD during the financial year under review were as follows:i. The aC reviews and thereafter. management’s responses and to be taken by the operating team on a regular basis. recommendations. Monitored the status of corrective actions and implementation to ensure that all audit issues raised in the internal audit reports are appropriately addressed by the operating units’ management team. ii. The internal audit function is guided by its audit Charter and the Head of GIaD reports to the audit Committee.000. Throughout the financial year under review.00 was incurred by the Group for the internal audit function for the financial year ended 31 December 2009. Its role is to provide the aC with independent and objective reports on the state of internal controls within the Group and the extent of compliance by such operations to established policies and procedures of the Group. management’s responses and corrective actions to be taken by operating units’ management team.

strategic focus .

achieving sustainability We have painstakingly initiated all efforts concerning the preservation of the environment by focusing on its sustainability through effective internal processes and procedures which are environmentally safe and friendly. .

CorporaTe reSpoNSIBILITY 64 TRADEWINDS (M) BERHAD .

community halls and sanitary facilities continue to be upgraded or even built from scratch to provide the public with a better quality of life. preserving and improving it for our children and for generations yet unborn. making sure that our success is inclusive. COMMUNITY DEVELOPMENT Social responsibility which is a way of life in TWS is manifested not only in the many charitable organisations and worthy causes that the Group supports. mosques. as a key corporate player in Malaysia. enrich the various communities in which we operate. quarters. it is our philosophy to act in a responsible and caring manner. over the years. New housing. annual report 2009 65 . but it has also been fully embraced by our employees in the voluntary work they undertake as a way of giving back to the society.“GIVING BaCK To SOCIETY” Caring and sharing have always been an established trademark of Tradewinds (M) Berhad (“TWS” or the “Company”). we are also committed to conducting our operations with due respect to the environment. the Group has played an important role in reaching out and in doing so. in the marketplace or in the community. Whether it is at the workplace.

bread and other provisions to ease the financial burden borne by orphanages and needy families throughout the country. Neither have we forgotten them at festive occasions. we have also entertained site visits to our factories and mills from educational institutions. The period of training ranges from three to six months. apart from the internship programmes. giving them a headstart when they eventually launch their careers. one of the more far-reaching legacies of our educational programmes is through our association with the development of the albukhary International University (the “University”). our success also means success for the local communities. The journey to health and safety excellence is infinite. sugar. 66 TRADEWINDS (M) BERHAD . Through our internship programmes. The University was set up with the primary objective of providing high quality tertiary education to deserving students who do not have the financial means to further their studies. Wherever we operate. To this end. The Chemical Health risk assessment programme is a prime example of this commitment with the objective to eliminate or minimise any health-related risks posed by the use of hazardous chemicals at our plants. We see our assocition with the development of the University as part of our contribution to the development of a knowledge society as envisioned in the Ninth Malaysia plan. 2006-2010. our educational programmes have long been a mainstay in the Group’s community relations efforts. The trainings provide interns with the first taste of working in the marketplace. Inculcating a safe work culture is a responsibility shared by the management. The Group has moved steadily towards a more structured approach to oHS through the registration to oHSaS 18001:1999 which is an international certification scheme for health and safety management. we enable university and college students to undergo practical training and gain invaluable hands-on experience at our respective operating unit. During the year under review. It stems from a basic conviction that all accidents and injuries can be prevented through the establishment and compliance with health and safety policies through comprehensive work procedures. we have donated staples like rice. Our dialogue sessions with the community have also been useful in establishing good rapport and better understanding in resolving issues of mutual interests. a safety council has been established to spearhead the oHSaS 18001 certification efforts group-wide. Significant resources are dedicated towards evaluating and improving the existing practices over and beyond the requirements set by the regulatory authorities. we sponsored a number of ‘Majlis Berbuka puasa’ at various orphanages and mosques within the Klang Valley. HEALTH & SAFETY as far as the management is concerned. we constantly work towards achieving zero accident. we provide employment opportunities for locals and by doing so. staff and contractors alike and as a team.CorporaTe reSpoNSIBILITY In reaching out to the community. there can be no compromise when it comes to occupational Health and Safety (“oHS”).

HaCCp serves as a preventive tool to detect where potential biological. Family Day 2009 brought employees and families together to a hill resort in Cameron Highlands. Environment and Safety Management Systems. we take human capital development very seriously. ours is a culture that encourages and rewards hard work. to cite a few. staff and their families. Management Information Systems and Information Technology. with each employee fulfilling the minimum training man-hours established at the beginning of the training calendar year. HUMAN CAPITAL DEVELOPMENT as a company built on performance. each year. Project Management. During the year under review. Human capital development at TWS goes beyond the training efforts. Effective Leadership and Managerial Skills. the training curriculum is carefully reviewed and calibrated to ensure that it is current and relevant to the training needs of our employees. It has always been our objective to create an environment that is convivial yet professional where we are supportive of one another as a team in creating innovative synergies and striving for common goals. the Group’s continuing success depends on our ability to develop our staff into future leaders of the Company. Specialised training programmes have also been specifically tailored to our sugar mills such as the Food Safety Management System which is a prerequisite for obtaining the Hazards analysis and Critical Control point (“HaCCp”) certification from the Ministry of Health. after all.all health and safety programmes are closely monitored by an in-house oHS Department which comprise a professionally trained and dedicated oHS officer registered with the Department of occupational Safety and Health under the Ministry of Human resources. annual report 2009 67 . chemical and physical contaminations can occur so that they can be effectively managed. Safety awareness training is a regular fixture on the Group’s training calendar in order to improve the level of safety consciousness amongst our people. Sugar Refining Technical Skills and plantation operations Skills. the calendar included courses on Corporate Gover nance and Compliance. That is evidenced by the sizeable slice of our annual operating budget which is channeled to the training efforts. During the year. but there is time for play as well. While some of our training programmes are conducted internally at Tradewinds plantation academy. Quality. Training programmes cover a broad spectrum of subjects. Special activities such as golf and tele-matches were organised to foster closer ties between the management. the Group accomplished a commendable 90% of its training target. Finance. we also depend on external trainers to provide their expertise in a number of specialised courses. Accounting and Taxation. Enterprise-wide Risk Management.

rSpo certification is a seal of approval that the palm oil is produced without undue harm to the environment or society. every effort is made to ensure the proper disposal of scheduled wastes to Kualiti alam Sdn Bhd. The Group has also focused on research and development to improve the efficiency and effectiveness of agronomic practices in its plantation business.CorporaTe reSpoNSIBILITY We also celebrate Malaysia’s unique diversity in many festive gatherings in the spirit of 1Malaysia. In an age of increasing social and environmental consciousness. management and working levels to establish rapport with the unions and clear the air on issues of mutual interest. implementation and verification of credible global standards and the engagement of stakeholders along the supply chain. we have taken a proactive stance in addressing the issue of pollution. Besides controlling air and noise pollution. In doing so. It is awarded only after strict verification on the production process to stringent international standards by accredited certifying bodies and can be withdrawn at any time on infringement of the rules and standards. we have maintained the effluent SUSTAINABILITY AND ENVIRONMENTAL MANAGEMENT The need for organisation to behave in a socially responsible manner is becoming a general requirement by the society. Consequently. for example. There are already growing indications that buyers are prepared to pay a premium for responsibly produced products and the first quarter 2010 results proved that sales of rSpo-certified sustainable palm oil continue to grow significantly. The Group enjoys a healthy working relationship with the staff unions. scheduled waste disposal and noise mitigation. one of the most important initiatives taken during the year is our admission to the roundtable on Sustainable palm oil (“rSpo”). In recognising the important role played by the unions. Such activities go a long way towards inspiring feelings of loyalty. The Group takes pride in being a “Green” company even before the movement became a popular buzzword. Birthday celebrations are also organised bi-monthly to leverage on the spirit of caring within the Group. enabling the Group to function in a more effective and cohesive fashion. a raft of measures has been introduced and these include more effective control mechanisms for effluent discharges. processes and products are compatible with the environment. In view of the growing encroachment of residential development. weed and pest control initiatives as well as water management and plant disease mitigation. regular meetings are held at both. creating a sense of “Family”. 68 TRADEWINDS (M) BERHAD . This has resulted in the roll-out of programmes for judicious fertiliser applications. encouraging job satisfaction and from a bigger perspective. It is the policy of the Group to review the Collective agreement every three years to ensure that the terms and conditions of employment are comparable with the rest of the industry. procurement and use of sustainable oil palm products through the development. the event to bring together all staff and guests to celebrate one of the major festivals in Malaysia. The principal objective of the rSpo is to advance the production. The Group has set high standards of control to ensure that its activities. Through such efforts. air emissions. we have a better understanding of one another’s view-points.

samples are analysed by an independent laboratory as well as the Department of environment on a monthly basis. Corporate responsibility as a way of life will continue to be a cornerstone of the Group’s operating philosophy.discharge level consistently well within the regulatory requirements. we have achieved the dual objectives of improving boiler efficiency and reducing emissions in the form of dust particulates and gaseous pollutants. each year. You can expect more from us in years to come. Waste water from the sugar refineries is subjected to anaerobic and aerobic processes before it is discharged. the Group has installed a Secondary Dust Collection System for the boilers to reduce dust fall-out at one of the sugar refineries. we expend time and resources to explore ways in which we can play a more meaningful role in the society. To ascertain the water quality. annual report 2009 69 . recently. With the conversion of the old boiler to a newer and more economical system as well as the switch from diesel to natural gas as a source of fuel.

121 245.95 10.186 5.425) 16.582 246.881 216.870 (74.553 (39.816 57.706) 155.121) 100 100 100 100 100 100 21.069.GroUp HaLF-YearLY reSULTS Six months ended 30 June 2009 RM’000 % Six months ended 31 December 2009 RM’000 % 12 months ended 31 December 2009 RM’000 % revenue profit from operation profit before tax Taxation Net profit for the financial year Minority interest Net profit attributable to equity holders of the Company earning per share (sen) Dividend per share paid .014 39.98 10.618 46.gross (sen) 769.739 (34.611 (13.00 100 100 100 70 TRADEWINDS (M) BERHAD .418 37 19 12 18 9 (16) 1.97 - 16 15 - 116.539) 63 81 88 82 91 116 2.131) 171.604 6.398 304.00 84 85 100 137.299.259 (60.240 29.

750 3.583 53.7) (13.0 8.870 171.649 1.472.1 (48.8) (1.4 2007 (%) 46.445 767.106 296.043.642 1.1 15.48 2006 4.471 47.2 75.4 18.015 1.3 6.basic (sen) Net assets per share (rM) 2005 3.1 3.0 1.4) 7.0 11.616 204.338 33.7 22.739 137.7 5.735 1.0 56.0 * 47.346 2.158.5 3.9 288.1 20.2) (55.2 41.690.1 4.235.613 2008 RM’000 1.FIVe-Year GroUp FINaNCIaL HIGHLIGHTS 2005 RM’000 revenue profit before taxation Net profit for the year Net profit attributable to equity holders of the Company Equity attributable to equity holders of the Company Total assets Total borrowings Issued and paid-up capital Dividends paid (net of tax) 969.4 4.065.618 1. annual report 2009 71 .808 222.364 296.5 17.669 147.9 216.018.242 160.5 41.91 2007 11.692 2006 RM’000 1.1 (17.423 2007 RM’000 1.920 2.471 296.6 9.8 8.610 46.9 8.702 1.009 296.0 51.0 4.3 2.3 2009 (%) 17.767.524 3.069.030.5 RATIO Return on equity (%) return on total assets (%) return on revenue (%) Gross dividend (sen) earnings per share .7 23.641 1.863 6.1 52.171.7 4.1 20.0) 4.768 296.238 49.982.7 15.373.3 12.662.7 9.449.471 50.7 15.63 2009 9.151.7 21.060 1.384 30.7) (14.471 38.263.459 2009 RM’000 2.471 42.5 4.26 2008 11.0) 2008 (%) 4.566 298.97 * Inclusive of 5% which is subject to shareholders’ approval.0 15.169.2 115.2 1.837 253.398 245.154 65.5 2006 (%) 18.691 2.7 3.1 (2.235 GROWTH RATES revenue profit before taxation Net profit attributable to equity holders of the Company Equity attributable to equity holders of the Company Total assets Total borrowings 2005 (%) 14.471 22.

000 Equity Attributable to Equity Holders of the Company (RM’000) Total Assets (RM’000) 8.030.000.000 253.154 1.702 3.735 1.000 120.000 240.069.000 4.500.000.000 1.000 2.000 80.000 3.171.158.000 0 2005 2006 2007 2008 2009 0 2005 2006 2007 2008 2009 0 2005 2006 2007 2008 2009 2.690.384 500.000 1.000.600.863 6.043.400.373.000 Net Profit Attributable to Equity Holders of the Company (RM’000) 1.000 160.000.616 160.000 2.015 46.FIVe-Year GroUp FINaNCIaL HIGHLIGHTS Revenue (RM’000) 2.642 400.566 298.649 160.472.583 1.750 1.445 800.060 6.000 3.524 1.238 53.000 245.000 65.500.000 1.800.641 137.346 1.000 80.065.618 .000 1.767.151.000 320.691 33.808 1.982.000 969.398 Profit Before Taxation (RM’000) 400.920 1.000 40.200.000 200.600.870 147.449.000 0 2005 2006 2007 2008 2009 0 2005 2006 2007 2008 2009 72 TRADEWINDS (M) BERHAD 2.263.837 2.200.

0* 18 18.3 9 12 6 3 0 2005 2006 2007 2008 2009 * Inclusive of 5% which is subject to shareholders’ approval 0 2005 2006 2007 2008 2009 3.6 28 2.7 1.48 3.7 12 11.4 56 4.7 24 20.2 0 2005 2006 2007 2008 2009 0 2005 2006 2007 2008 2009 annual report 2009 3.0 20.0 6 Earnings Per Share – Basic (Sen) 70 6.63 4.0 4.97 73 .0 23.8 47.0 Net Assets Per Share (RM) 15.26 42 3.0 9.91 4.0 56.4 14 11.2 4.1 51.1 15.Return on Equity (%) 15 30 Gross Dividend (Sen) 11.

strategic performance

achieving excellence
We will ensure the revenue performance whilst maintaining our asset base quality and henceforth deliver exceptional and stellar results in achieving financial performance excellence.

77 81 81 82 84 86 87 89 92

Directors’ Report Statement by Directors Statutory Declaration Independent Auditors’ Report Balance Sheets Income Statements Statement of Changes in Equity Cash Flow Statements Notes to the Financial Statements

FINANCIAl StAtEmENtS

DIRECtORS’ REPORt

the Directors hereby present their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2009. PrinciPal activities the principal activities of the Company are provision of management services and investment holding. the principal activities of the subsidiary companies are stated in Note 45(a) to the financial statements. there has been no significant change in the nature of these activities during the financial year, other than acquisition of Northern Intergrated Agriculture Sdn Bhd and Padiberas Nasional Berhad which are involved in property development and rice business, as disclosed respectively in Note 7(d)(ii) and (iii) to the financial statements. Financial results Group rM’000 Net profit for the financial year Net profit for the financial year attributable to: - Equity holders of the Company - minority interests 171,739 company rM’000 13,235

137,618 34,121 171,739

13,235 — 13,235

DiviDenDs the Company paid a final dividend of 10 sen gross per share less 25% income tax amounting to Rm22,235,000 on 28 July 2009 in respect of the previous financial year. On 23 February 2010, the Company declared an interim dividend of 10 sen gross per share less 25% income tax amounting to Rm22,235,000 in respect of the current financial year, payable on 21 may 2010. At the forthcoming Annual General meeting, a final dividend of 5 sen gross per share less 25% income tax amounting to Rm11,117,000 in respect of the current financial year will be proposed for shareholders’ approval. reserves anD Provisions there was no material transfer to or from reserves and provisions during the financial year other than those disclosed in the financial statements. issue oF shares anD Debentures there was no issue of shares or debentures during the financial year.

annual report 2009

77

663 — — *127.2010) 127.DIRECtORS’ REPORt oPtions GranteD over unissueD shares No option was granted to any person to take up unissued shares of the Company during the financial year. were as follows: no.000 * Indirect interest by virtue of shares held by member of the Director’s family.388.000 — — 6. None of the other Directors holding office at the end of the financial year had any interest in the ordinary shares of the Company or its related corporations during the financial year. of ordinary shares of rM1. 78 traDeWinDs (M) berhaD . according to the register required to be kept under Section 134 of the Companies Act.2010) (Appointed on 11.2.3.00 each as at 1.000 6.000 (49.1.000) — — *49.1. Directors the Directors who served since the date of the last report are as follows: Dato’ Wira Syed Abdul Jabbar bin Syed Hassan Bakry bin Hamzah Syed Azmin bin Syed Nor Chuah Seong tat Khalid bin Sufat Ooi teik Huat Datuk R Sharifuddin Hizan bin R Zainal Abidin Datuk Hj.12.000 49.2009 syed azmin bin syed nor Indirect interest: tradewinds (m) Berhad Dato’ Wira syed abdul Jabbar bin syed hassan Direct interest: tradewinds (m) Berhad tan Gee sooi Direct interest: tradewinds (m) Berhad Indirect interest: tradewinds (m) Berhad boo Yew leng Direct interest: tradewinds (m) Berhad bought sold as at 31.2010) (Resigned on 6.388.2009 (Appointed on 22. Hashim tan Gee Sooi Boo Yew leng Directors’ interests Details of holdings in the ordinary shares of the Company or its related corporations by the Directors in office at the end of the financial year. 1965.1.2010) (Resigned on 6.000 — 20. Ismail bin Hj.000 — — 49.663 — 20.

and to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise. the Directors are not aware of any circumstances: (i) that would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent. (d) (ii) annual report 2009 79 . or is likely to become enforceable within the period of twelve months after the end of the financial year which. no Director of the Company has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in Note 31 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member. there does not exist: (i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person. (ii) (iii) (c) No contingent or other liability of any company in the Group has become enforceable. Neither during nor at the end of the financial year. or any contingent liability in respect of the Group or of the Company which has arisen since the end of the financial year.Directors’ beneFits Since the end of the previous financial year. (ii) (b) At the date of this report. in the opinion of the Directors. statutorY inForMation on the Financial stateMents oF the GrouP anD oF the coMPanY (a) Before the income statements and balance sheets of the Group and of the Company were made out. the Directors took reasonable steps: (i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts. will or may affect the ability of the Group and of the Company to meet their obligations when they fall due. At the date of this report. or with a company in which he has a substantial financial interest other than remuneration received by certain Directors as directors or executives of subsidiary companies and any deemed benefits that may accrue to certain Directors by virtue of transaction negotiated between the Group and companies in which the Directors are the directors of the companies as disclosed in Note 40 to the financial statements. or that would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading. or which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. was the Company a party to any arrangement the object of which is to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made. transaction or event of a material and unusual nature. and there has not arisen in the interval between the end of the financial year and the date of this report any item.DIRECtORS’ REPORt other statutorY inForMation (a) At the date of this report. have expressed their willingness to accept re-appointment. (b) (ii) siGniFicant events DurinG the Financial Year the significant events during the financial year are disclosed in Note 44 to the financial statements. Signed in accordance with a resolution of the Directors. Anuarul Azizan Chew & Co. the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements. that would render any amount stated in the financial statements of the Group and of the Company misleading. In the opinion of the Directors: (i) the results of the operations of the Group and of the Company for the financial year ended 31 December 2009 have not been substantially affected by any item.. Dato’ Wira sYeD abDul Jabbar bin sYeD hassan ooi teiK huat KUAlA lUmPUR 28 April 2010 80 traDeWinDs (M) berhaD . auDitors the auditors.

the financial statements set out on pages 10 to 118 are drawn up in accordance with applicable approved Financial Reporting Standards in malaysia and the provisions of the Companies Act. Dato’ Wira sYeD abDul Jabbar bin sYeD hassan ooi teiK huat KUAlA lUmPUR 28 April 2010 StAtUtORY DEClARAtION Pursuant to Section 169(16) of the Companies Act. coMMissioner For oaths asmah binti buroh (W456) No. 1965 I. Jalan Sentul Sentul. 766. being the Officer primarily responsible for the financial management of tRADEWINDS (m) BERHAD. do hereby state that. do solemnly and sincerely declare that the financial statements set out on pages 10 to 118 are to the best of my knowledge and belief. mOHD NAZRI BIN mD SHARIFF. Subscribed and solemnly declared by the abovenamed mOHD NAZRI BIN mD SHARIFF at KUAlA lUmPUR in the Federal territory this 28 April 2010 ) ) ) ) MohD naZri bin MD shariFF Before me. 1965 We. 51000 Kuala lumpur annual report 2009 81 . DAtO’ WIRA SYED ABDUl JABBAR BIN SYED HASSAN and OOI tEIK HUAt. correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act. in the opinion of the Directors. 1965 so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2009 and of their financial performance and cash flows for the financial year ended on that date. 1960.StAtEmENt BY DIRECtORS Pursuant to Section 169(15) of the Companies Act. being two of the Directors of tRADEWINDS (m) BERHAD. Signed in accordance with a resolution of the Directors.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Directors’ Responsibility for the Financial Statements the Company’s Directors are responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Companies Act. Opinion In our opinion. 82 traDeWinDs (M) berhaD . implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. whether due to fraud or error. this responsibility includes: designing. and the income statements.INDEPENDENt AUDItORS’ REPORt tO tHE mEmBERS OF tRADEWINDS (m) BERHAD report on the Financial statements We have audited the accompanying financial statements of tradewinds (m) Berhad. 1965 and the applicable approved Financial Reporting Standards in malaysia. 1965 in malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2009 and of their financial performance and cash flows for the financial year ended on that date. these standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. as well as evaluating the overall presentation of the financial statements. the procedures selected depend on the auditors’ judgment. the auditors consider internal control relevant to Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. which comprise the balance sheets as at 31 December 2009 of the Group and of the Company. as set out on pages 10 to 118. whether due to fraud or error. selecting and applying appropriate accounting policies. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In making those risk assessments. An audit also involves evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors. and making accounting estimates that are reasonable in the circumstances. statement of changes in equity and cash flow statements of the Group and of the Company for the financial year then ended. including the assessment of the risks of material misstatement of the financial statements. and a summary of significant accounting policies and other explanatory notes. but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. the financial statements are properly drawn up in accordance with the applicable approved Financial Reporting Standards in malaysia and the Companies Act. We conducted our audit in accordance with approved standards on auditing in malaysia.

report on other legal and regulatory requirements In accordance with the requirements of the Companies Act. 1965 in malaysia and for no other purpose. Firm Number: AF 0791 Chartered Accountants sathiea seelean a/l ManicKaM Approved Number: 1729/05/10 (J/PH) Partner of Firm KUAlA lUmPUR 28 April 2010 annual report 2009 83 . the name of the subsidiary companies of which we have not acted as auditors are indicated in Note 45(a) to the financial statements. We do not assume any responsibility to any other person for the content of this report. we also report on the following: (a) In our opinion. the independent auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and did not include any comment made under subsection (3) of Section 174 of the Act. the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiary companies of which we acted as auditors have been properly kept in accordance with the provisions of the Act. anuarul aZiZan cheW & co. 1965 in malaysia. We have considered the financial statements of these subsidiary companies and the independent auditors’ reports thereon. as a body. We are satisfied that the financial statements of the subsidiary companies that are consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements of the Group and have received satisfactory information and explanations as required by us for those purposes. in accordance with Section 174 of the Companies Act. (b) (c) (d) other Matters this report is solely made to the members of the Company.

412 — 232.661 942.616.413 — — 20.038 (94.057.063 120.288 2.446.100 — — 163.954 91.433 19.705 3.185 454 50.463 959.766 151.563 5.597.080 — 34.737 17.253 2.758 2009 rM’000 2008 rM’000 company 2009 2008 rM’000 rM’000 290 — — — 1.169.507.879 818 — — — 893.941) 1.793 3.154) 2.913 current assets Inventories trade receivables Other receivables Amount owing by subsidiary companies Amount owing by associated companies tax recoverable Assets held for sale Fixed deposits Cash and bank balances 13 14 15 16 17 18 19 995.334 1.318 21.517 334.769 974.475 93.655 2.489 — — 1.654 218.606 — — 163.140 12.724 Net current assets/(liabilities) 427.223 4.271 560.571 — 8.102 4.229 31.144 569.199 972.386.489 — — 1.BAlANCE SHEEtS AS At 31 DECEmBER 2009 Group note non-current assets Property.247 84 traDeWinDs (M) berhaD .532 213.789 69.814 — — 184. plant and equipment Prepaid lease payments Plantation development expenditure land held for property development Investment in subsidiary companies Investment in associated companies Investment in jointly controlled entity Other investments Intangible assets Deferred tax assets 3 4 5 6 7 8 9 10 11 12 913.922 322.873.938 — 1.967 94.660 — — 10.320 — — 213.174 527.645 199.601.026 4.549.872 14.601 (17.540 — 3.197 847.531.414 1.795 — — 190.832 13.408 — — 14.604 — 50.218 — 20.368 4.050.082 1.431 87.422 77.226 294.186 — 702.077.023 — 12.884 — — 16.745 234.767 current liabilities trade payables Other payables Amount owing to subsidiary companies Amount owing to associated companies Hire purchase and finance lease payables Borrowings Retirement benefit obligations tax payable 20 21 16 17 22 23 24 216.323 12.452 458 4.929 55.126 — — 54.420 — — 244 232.050 — — 252.

531.247 the accompanying notes form an integral part of the financial statements.961 3.392 1.143 2.257 1.568 1.077.471 770.066.450.472.781 2009 rM’000 2008 rM’000 company 2009 2008 rM’000 rM’000 296.983 304.604 — 461.713 769.912 231.075.967 — 532.423.Group note Financed by: Share capital Reserves Equity attributable to equity holders of the Company minority interests total equity 25 26 296.863 977.873.053 1. annual report 2009 85 .066.077.012 — 465.198 5.679 non-current liabilities Hire purchase and finance lease payables Borrowings Deferred tax liabilities Retirement benefit obligations 22 23 12 24 4.259 1.208 1.679 — 1.471 779.013 69.176.075.679 296.006 296.045.823 2.679 — 1.208 1.507.737.111 1.471 1.373.471 1.938 — — 1.247 4.854 1.568 — 1.524 364.

527) (1.808 (76.398 48.minority interests 137.618 34.235 — 13.437) (55.Basic .489) 295.249) 42.706 3.451 36 — — (6.140) 51.014 (9.902 — — 42.151 (8.535) 31.937 (18.200 (18. plant and equipment Other operating expenses Profit from operations Finance costs 27 28 2009 rM’000 2.242 company 2009 2008 rM’000 rM’000 94.566 19.622 37.367 29 30 4 5 3.069.Equity holders of the Company .204) (44.131) 171.902 (11. 86 traDeWinDs (M) berhaD .566) 222.739 2008 rM’000 1.280) (44.09 — the accompanying notes form an integral part of the financial statements.206.088 Share of results of jointly controlled entity Share of results of associated companies Profit before taxation taxation Net profit for the financial year 9(c) 8 (5.033) 249.235 31.661 245.003) (282.870 (74.507 222.197) (65.432) 42.235 66.367 — 31.5(b) 31 32 33 Net profit for the financial year attributable to: .897) (183.121 (55.812) (147.735 61.367 Earnings per share attributable to equity holders of the Company (sen): .200 — — 32.879) 2.501) (13.739 160.067 (958.767.316 92 — — (7.Diluted 34(a) 34(b) 46.335) (14.INCOmE StAtEmENtS FOR tHE FINANCIAl YEAR ENDED 31 DECEmBER 2009 Group note Revenue Other operating income Changes in inventory of finished goods and work in progress Raw materials and consumables used Staff costs Amortisation of prepaid lease payments Amortisation of plantation development expenditure Depreciation of property.356) 344.195 (48.965) 13.102 — 298.121 171.814) 32.242 13.051) 304.95 — 56.674) (260.403) — — (559) (44.552) — — (644) (8.

459) 960.684 27.373.739 — — — 296.154 1.171 3.044) — — — — — — — 137.063 — (50.737.735 — (50.619 171.575) (22.735 325 5.459) 1.077 849.376 1.781 2009 at 1 January Realisation upon liquidation of an associated company Exchange differences on translation 296.684 (672) — — 26. representing net expenses recognised directly in equity Acquisition of subsidiary company 7(e) Net profit for the financial year total recognised (expense)/income for the financial year Dividend paid to minority shareholders of subsidiary companies Dividends paid 35 At 31 December 296.171 — — — 3.171 3.618 (16.524 364.373.920 304.153 61.985 (7.077 960.568.075.967 2.737.StAtEmENtS OF CHANGES IN EQUItY FOR tHE FINANCIAl YEAR ENDED 31 DECEmBER 2009 attributable to equity holders of the company non-Distributable share capital rM’000 share premium rM’000 capital reserves rM’000 exchange reserves rM’000 Distributable capital reserves rM’000 retained profits rM’000 Minority interests rM’000 total equity rM’000 Group note total rM’000 2008 at 1 January Exchange differences on translation.153 222.618 (279) 586.235) 1.323) 586.263.351) 28 Net expenses recognised directly in equity Acquisition of subsidiary companies 7(d) Net profit for the financial year total recognised (expense)/income for the financial year Dividend paid to minority shareholders of subsidiary companies Dividends paid 35 At 31 December — — — — — — — — — (16.351) 307 — (279) (16.006 annual report 2009 87 .450.967 — — — 2.684 26.471 84.104) — 364.878 1.923 — — — 2.684 (16.044) — — 10.077 137.524 66.471 — — — 84.618 — (22.537 121.035 (7.472.143 742.235) 2.044) — 137.461 (7.048 (7.639 2.171 — — — 3.257 227.296 — — — — — — — — — (672) — — — — — — — 160.863 620.575) — 977.154 160.121 (16.104) (50.471 — — — 84.242 — — — 296.781 28 — — — — — — (16.574 — (22.257 1.235) 1.507 (347) 5.735 (672) — 160.077 160.619 34.459) 1.351) 307 — — — — (16.471 84.

471 — — 296.367 (50.066.632 31.471 84.StAtEmENtS OF CHANGES IN EQUItY FOR tHE FINANCIAl YEAR ENDED 31 DECEmBER 2009 nonDistributable share capital rM’000 share premium rM’000 Distributable capital reserves rM’000 retained profits rM’000 company 2008 at 1 January Net profit for the financial year Dividends paid At 31 December note total rM’000 35 296.459) 694.771 31.471 84.075.235) 1. 88 traDeWinDs (M) berhaD .367 (50.235 (22.679 the accompanying notes form an integral part of the financial statements.679 13.235 (22.171 — — 84.540 1.540 1.094.171 497 — — 497 694.075.171 497 — — 497 713.235) 685.471 — — 296.679 2009 at 1 January Net profit for the financial year Dividends paid At 31 December 35 296.540 13.459) 1.171 — — 84.

property. plant and equipment written off Plantation development expenditure written off Provision for retirement benefits Excess of fair value of net assets acquired over purchase consideration Share of results of jointly controlled entity Share of results of in associated companies Unrealised gain on foreign exchange Operating profit/(loss) before working capital changes (Increase)/Decrease in working capital Inventories Receivables Payables Amount owing by/to related company Amount owing by/to associated companies 245.087) 5.299) (38.023 (62.CASH FlOW StAtEmENtS FOR tHE FINANCIAl YEAR ENDED 31 DECEmBER 2009 Group note 2009 rM’000 2008 rM’000 restated company 2009 2008 rM’000 rM’000 restated cash Flows From operating activities Profit before taxation Adjustments for: Amortisation of plantation development expenditure Amortisation of prepaid lease payments Allowance for doubtful debts Bad debts written off Realisation upon liquidation of an associated company Depreciation of property.674 (33) (1.853 (79) (264) (648) (86) 615 154 1.019) — 4.197 14.902 5 4 44.prepaid lease payments (net) Property.693) 2.204 244 107 (16.280 — 3 — 55.243 45.489 (10.investment in associated companies .764 (565) — — 5.530 12.033 (4.901 — (59.808 32.437 13.203 — 5. plant and equipment (net) .092) (118.003 (7) — (181) 55.814 (10.050) 481 48.928 — 7.678 918 — (3.137) — — (221) — (140) 20 3.149) — — 8.800) 87.870 298.350) 2.199 annual report 2009 89 .635) (14.105 (50.036 46.349) — — 9.148) (119. plant and equipment Dividend income Gain on financial assets held at fair value (Reversal)/Impairment loss on other investments (net) Interest expense Interest income loss/(Gain) on disposal of: .102) — — — — — — — 559 (82.249 (10.921 (14.702) — — (36) — — — — — — — — — 3 3 5 24 7(d) 9(c) 8 397.other investments .200 42.767) — — (92) — — — — — — — — — — — — — — 644 (55.034 451.661) (332) 44.assets held for sale .351) 65.879 (2.167 — — 50.

assets held for sale .other investments .672 company 2009 2008 rM’000 rM’000 restated (432) 360 — 360 (72) (8.339) (23.000) (255.596) Net cash from/(used in) operating activities 287.CASH FlOW StAtEmENtS FOR tHE FINANCIAl YEAR ENDED 31 DECEmBER 2009 Group note 2009 rM’000 2008 rM’000 restated 392.125) — (89.388 — (10.011) — — — (220) — — — 55.290 cash Flows From investing activities Subscription of redeemable convertible preference shares in a jointly controlled entity Acquisition of jointly controlled entity Acquisition of subsidiary companies Additions in property.prepaid lease payment .702 — — 36 — — — — 65.825) — — (492.893) (14.149 — 10.492 — 929 — — 134 — — — — (436.913) 90 traDeWinDs (M) berhaD .688) (908) (47.property.339) — (14.668) (479) (109. plant and equipment Additions in prepaid lease payments Additions in plantation development expenditure Cash consideration from other investments Dividend received Deposit received for disposal of assets held for sale Interest received Proceeds from maturity of investment in malaysian Government Securities Purchase of other investments Proceeds from disposal of: .000) — (389.690 400 (9) 226 613 276 37 — (469.469 (612.743) — 7 — 2.232) Cash generated from/(used in) operations tax (paid)/refund (net) Retirement benefits paid 334. plant and equipment .304) (119.associated companies Net cash (used in)/from investing activities 9 9 7(d) 3 4 5(b) 10(b) (5.181) (114.976) (438) (58.667 10(b) 10(b) — — 374 990 150 780 1.835) 63 33 110 2.886 (46.414) 333.086 (57.494) (72) — — — 55.

271) 490.103 512.302 the accompanying notes form an integral part of the financial statements.745 — 244 244 — — (320) (76) less: Islamic deposits held on trust for the benefit of the Islamic Securities Investors less: Fixed deposits pledged to licensed banks less: Bank overdraft 19(a) 19(b) (5.904 — — — (13.500) — — (10.126 (5.812 (21.859 54.800 — — 64.897 (109.691) 255.000 15.256) — 40.745 — — — 54.710) (95.967 — 381 (64.812 — 54.271) 581.058 (50.575) (22.700) 176.228) (3.802) (7.405 — (6.929 55.000) — 7.356) (82.104) (50.488 2 99.000) 1.291 417.050) 3 120.302 99.745 (76) Cash and cash equivalents at end of financial year comprise: Fixed deposits Cash and bank balances 218.249) — (50.821 — (76) (40.Group note 2009 rM’000 2008 rM’000 restated company 2009 2008 rM’000 rM’000 restated cash Flows From Financing activities Drawdown of term loan Repayment of term loan Re-financing of term loan Net drawdown/(repayment) of revolving credits Net (redemption)/issuance of murabahah Commercial Papers/medium term Notes Fixed deposits pledged with licensed banks Amount owing by/to subsidiary companies Amount owing to associated company Interest paid Dividend paid to minority shareholders of subsidiary companies Dividends paid Net cash from/(used in) financing activities net increase/(decrease) in cash and cash equivalents effect of exchange rate changes cash and cash equivalents at beginning of financial year cash and cash equivalents at end of financial year 752.645 199.447) (53.586) — (8.111 16.527) — (22.497 (65.936 50.000 (38.812 54.086 — (1.863) — 139.800 100.745 54.658) (57. annual report 2009 91 .959) 355.447) (547) (320) 99.180 355.936) (7.356) 115.197 106.

reported amounts of assets. 56000 Cheras. Kuala lumpur. the registered office and the principal place of business of the Company is located at 22nd Floor. incorporated and domiciled in malaysia. unless otherwise stated. other than acquisition of Northern Intergrated Agriculture Sdn Bhd and Padiberas Nasional Berhad which are involved in property development and rice business. assumptions and judgements Estimates. 2. (c) 92 traDeWinDs (M) berhaD . (b) Functional and presentation currency these financial statements are presented in Ringgit malaysia (“Rm”). and disclosures made. significant accounting estimates. income and expenses. as disclosed respectively in Note 7(d)(ii) and (iii). the carrying amount of the Group’s goodwill as at 31 December 2009 is disclosed in Note 11. this requires an estimation of the valuein-use of the cash-generating units (“CGU”) to which the goodwill is allocated. and is listed on the main market of Bursa malaysia Securities Berhad. Wisma Zelan. 1965 and applicable approved Financial Reporting Standards (“FRS”) in malaysia issued by the malaysian Accounting Standards Board. there has been no significant change in the nature of these activities during the financial year. Estimating the value-in-use requires the Group to make an estimate of the expected future cash flows from the CGU and also to opt for suitable discount rates in order to calculate the present value of those cash flows. the principal activities of the Company are provision of management services and investment holding. Changes in accounting policies and future accounting standards are disclosed in Note 43.NOtES tO tHE FINANCIAl StAtEmENtS 1. No. siGniFicant accountinG Policies (a) basis of preparation the financial statements of the Group and of the Company have been prepared under the historical cost convention unless otherwise stated in the accounting policies below and in accordance with the provisions of the Companies Act. that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed as follows: (i) Impairment of goodwill Impairment of goodwill is determined by the Group on an annual basis. the principal activities of the subsidiary companies are stated in Note 45(a) to the financial statements. including expectations of future events that are believed to be reasonable under the circumstances. corPorate inForMation the Company is a public limited liability company. they are assessed on an on-going basis and are based on experience and relevant factors. Bandar tun Razak. Jalan tasik Permaisuri 2. assumptions concerning the future and judgements are made in the preparation of the financial statements.1. the key assumptions concerning the future and other key sources of estimation or uncertainty at the balance sheet date. which is the Company’s functional and presentation currency. they affect the application of the Group’s accounting policies. All financial information presented in Rm has been rounded to the nearest thousand (Rm’000). liabilities.

Where the final tax outcome of these matters are different from the amounts that were initially recognised. the total carrying amounts of recognised/unrecognised tax losses and capital and agriculture allowances of the Group as at 31 December 2009 are disclosed in Note 12. In making this judgement.000 and Rm14. Significant judgement is involved in determining the group-wide provision for income taxes. these are common life expectancies applied in the industries. the carrying amount of the Group’s tax payable and tax recoverable as at 31 December 2009 were Rm31. there are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. the carrying amounts of other investments and assets held for sale of the Group as at 31 December 2009 are disclosed in Note 10 and 18 respectively. the Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. (iii) (vi) annual report 2009 93 .2 siGniFicant accountinG Policies (cont’D) (c) significant accounting estimates. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised. such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. based upon the likely timing and level of future taxable profits together with future tax planning strategies.000) respectively. plant and equipment and plantation development expenditure for plantation activities are depreciated on a straight-line basis over their useful lives.000 and Rm14.563.000 (2008: Rm4. the Group takes into consideration the likelihood of the sale. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets. assumptions and judgements (cont’d) (ii) Impairment of other investments and assets held for sale the Group carried out the impairment test based on a variety of estimation including the value-in-use of the CGU to which the other investments and assets held for sale are allocated. plant and equipment and plantation development expenditure as at 31 December 2009 are stated in Note 3 and Note 5 respectively. plant and equipment and amortisation of plantation development expenditure the costs of property. (v) Depreciation of property.661. therefore future depreciation charges and amortisation expenses could be revised. Income taxes the Group has exposure to income taxes in numerous jurisdictions. the carrying amount of the Group and of the Company’s property. Estimating the value-in-use requires the Group to make an estimate of the expected future cash flows from the CGU and also to opt for a suitable discount rate in order to calculate the present value of those cash flows. management estimates the useful lives of the property.253. (iv) Deferred tax assets Deferred tax assets are recognised for all unused tax losses and unutilised capital and agriculture allowances to the extent that it is probable that taxable profit will be available against which the losses and capital and agriculture allowances can be utilised. this classification requires significant judgement.185. plant and equipment and plantation development expenditure as stated in Note 2(e) and Note 2(g) respectively. Assets held for sale the Group follows the guidance of FRS 5 in classifying assets recovered principally through a sale transaction as assets held for sale. the Group’s carrying amount of the assets held for sale as at 31 December 2009 is disclosed in Note 18.

Inventories are written down when events or changes in circumstances indicate that the carrying amounts may not be recoverable. current economic trends and changes in customer payment terms when making a judgement to evaluate the adequacy of allowance for doubtful debts. Where expectations differ from the original estimates. actual results that differ from the assumptions are accumulated and amortised over future periods and therefore. (viii) Retirement benefits the determination of the obligation and cost for pension and other retirement benefits is dependent on the selection of certain assumptions used by actuaries in calculating such amounts. significant differences in the actual experience or significant changes in the assumptions may materially affect the retirement benefit obligations. are described in Note 24. assumptions and judgements (cont’d) (vii) Estimation of present value of other receivables the Group estimates the balance of consideration receivable for surrender of lease in 3 equal annual instalments beginning from the year 2005 amounting to Rm88. customer creditworthiness. It is assumed that the effective interest rates approximate the current market interest rates available to the Group based on its size and its business risk. the Group’s carrying amount of the particular other receivables as at 31 December 2009 in current assets is disclosed in Note 15.NOtES tO tHE FINANCIAl StAtEmENtS 2 siGniFicant accountinG Policies (cont’D) (c) significant accounting estimates. (x) (xi) 94 traDeWinDs (M) berhaD .000 by using the discounted cash flow (“DCF”) methodology. those assumptions. the differences will impact the carrying amount of receivables. While the Group believes that the assumptions are reasonable and appropriate. the DCF methodology requires the Group to make an estimate of the amount and timing of future net cash flows from the particular other receivables and discounting them to present value by applying a suitable discount rate. Write-down for obsolete or slow-moving inventories the Group writes down its obsolete or slow moving inventories based on assessment of their estimated net selling price.350. Where expectations differ from the original estimates. which include among others discount rates and rates of salary increase. customer concentration. Allowances are applied to receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable. the management specifically analyses historical bad debt. the management specifically analyses sales trend and current economic trends when making a judgement to evaluate the adequacy of the write down for obsolete or slow moving inventories. generally affect the recognised expense and recorded obligation in such future periods. Fair values of borrowings the fair values of borrowings are estimated by discounting future contractual cash flows at the current market interest rates available to the Group for similar financial instruments. In accordance with FRS 119 “Employee Benefits”. the differences will impact the carrying amount of inventories. (ix) Allowance for doubtful debts the Group makes allowance for doubtful debts based on an assessment of the recoverability of receivables.

the cost of an acquisition is measured as the fair value of the assets given. except when the losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. any adjustment to the fair values of the subsidiary’s identifiable assets. the difference between net disposal proceeds and their carrying amount is included in the income statements. the Group will: (a) (b) reassess the identification and measurement of the acquiree’s identifiable assets. and recognise immediately in profit or loss any excess remaining after that reassessment. generally accompanying a shareholding of more than one half of the voting rights. liabilities and contingent liabilities. which are made up to the end of the financial year. equity instruments issued or liabilities incurred or assumed at the date of exchange. minority interests are measured at the minorities’ share of the fair value of identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition. liabilities and contingent liabilities is recognised as goodwill. irrespective of the extent of any minority interest. In the Company’s separate financial statements. liabilities and contingent liabilities and the measurement of the cost of the combination. (i) Subsidiary companies Subsidiary companies are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies. In such cases. plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition. the existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. the excess of the cost of business combination over the Group’s interest in the net fair value of the identifiable assets. annual report 2009 95 . If the cost of business combination is less than the interest in the net fair value of the identifiable assets. On disposal of such investments. the accounting policy on goodwill on acquisition of subsidiaries is set out in Note 2(j). Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. the excess and further losses applicable to the minority are attributed to the equity holders of the Company. investment in subsidiary companies is stated at cost less impairment losses. When a business combination includes more than one exchange transaction.2 siGniFicant accountinG Policies (cont’D) (d) basis of consolidation the consolidated financial statements include the financial statements of the Company and all its subsidiary companies and its associated companies through equity accounting. liabilities and contingent liabilities relating to previously held interests of the Group is accounted for as a revaluation. the purchase method of accounting is used to account for the acquisition of subsidiaries.

net of any accumulated impairment loss in accordance with Note 2(i). the difference between net disposal proceeds and their carrying amount is included in the income statements. Investments in associated companies are stated at cost less impairment losses. including any other unsecured receivables. adjustments are made to the financial statements of the jointly controlled entity to ensure consistency of accounting policies with those of the Group. (iii) Jointly controlled entities A jointly controlled entity is a joint venture that involves the establishment of a corporation. the Group does not recognise its share of results from the joint venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an independent party. from the date that joint control commences until the date that joint control ceases. after adjustments to align the accounting policies with those of the Group. Investments in associated companies are accounted for using the equity method of accounting. Where necessary. Investments in associated companies include goodwill identified on acquisition. unless it has incurred obligations or made payments on behalf of the associated company. the Group does not recognise further losses. a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss. in applying the equity method. partnership or other entities over which there is contractually agreed sharing of joint control over the economic activity of the entity. if any. When necessary. in applying the equity method. 96 traDeWinDs (M) berhaD . the Group’s share of results in the jointly controlled entity during the financial year is included in the consolidated financial statements. On disposal of such investments. adjustments are made to the financial statements of the jointly controlled entity to ensure consistency of accounting policies with those of the Group. Significant influence is the power to participate in the financial and operating policies decision of the investee but not control or joint control over those policies. Unrealised gains on transactions between the Group and its jointly controlled entity are eliminated to the extent of the Group’s interest in the jointly controlled entity. When the Group’s share of losses in an associated company equals or exceeds its interest in the associated company.NOtES tO tHE FINANCIAl StAtEmENtS 2 siGniFicant accountinG Policies (cont’D) (d) basis of consolidation (cont’d) (ii) Associated companies Associated companies are entities over which the Group has significant influence and that are neither a subsidiary nor an interest in a joint venture. Joint control exists when the strategic financial and operational decisions relating to the activity require the unanimous consent of all the parties sharing control. the difference between the net disposal proceeds and its carrying amount is included in income statement. Upon disposal of such investment. unrealised losses are also eliminated unless the transaction provides evidence on impairment of the asset transferred. Equity accounting involves recording investments in associated companies initially at cost. However. Investment in jointly controlled entities is stated at cost less accumulated impairment losses. the investment in jointly controlled entity is accounted for in the consolidated financial statements using the equity method of accounting. the Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. and recognising the Group’s share of its associated companies’ post-acquisition results and its share of post-acquisition movements in reserves against the carrying amount of the investments.

Freehold land and capital work-in-progress are not depreciated. they are accounted for as separate items (major components) of property. Other property. the reduction in the Group’s interests in the subsidiary is accounted for as a disposal of equity interest with the corresponding gain or loss recognised in the consolidated income statement. Unrealised losses are eliminated in the same way as unrealised gains. annual report 2009 97 . are eliminated in preparing the consolidated financial statements. the policy for the recognition and measurement of impairment losses is in accordance with Note 2(i). the Group treats all other changes in group composition as equity transactions between the Group and its minority shareholders. plant and equipment have different useful lives.2 siGniFicant accountinG Policies (cont’D) (d) basis of consolidation (cont’d) (iv) Changes in Group composition Where a subsidiary issues new equity shares to minority interests for cash consideration and the issue price has been established at fair value. the accretion of the Group’s interests in the subsidiary is accounted for as a purchase of equity interest for which the acquisition accounting method of accounting is applied. Other subsequent expenditure is recognised as an expense during the financial year in which it is incurred. (e) Property. plant and equipment are depreciated on a straight line basis to write off the cost of the assets to their residual values over their estimated useful lives as follows: Buildings and infrastructure Plant and machinery motor vehicles Office equipment Furniture and fittings Estate access road 10 to 40 years 5 to 20 years 5 years 3 to 10 years 5 to 10 years 20 years Depreciation methods. plant and equipment that has already been recognised is added to the carrying amount of the asset when it is probable that future economic benefits will flow to the Group and the cost can be reliably measured. plant and equipment. When significant parts of an item of property. When the Group purchases a subsidiary’s equity shares from minority interests for cash consideration and the purchase price has been established at fair value. (vi) transaction costs Costs directly attributable to an acquisition are included as part of the cost of acquisition. is adjusted to or against Group reserves. (v) transactions eliminated on consolidation Intra-group balances including any unrealised income and expenses arising from intra-group transactions. and any consideration received or paid. plant and equipment Property. Gains or losses on disposals are determined by comparing net disposal proceeds with carrying amount and are recognised in the income statements. useful lives and residual values are reassessed at the reporting date. Any difference between the Group’s share of net assets before and after the change. plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Subsequent expenditure relating to property. but only to the extent that there is no evidence of impairment.

Any initial direct costs are also added to the carrying amount of such assets. the aggregate benefit of incentives as provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight line basis. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased assets and recognised on a straight line basis over the lease term. (iv) Operating lease . when it is practicable to determine. In calculating the present value of the minimum lease payments. Finance leases Assets acquired by way of finance leases or hire purchase are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases. lease payments are apportioned between the finance costs and the reduction of the outstanding liability. which represent the difference between the total leasing commitments and the fair value of the assets acquired. (iii) Operating lease – the Group as lessee the upfront payments made under an operating lease are classified as prepaid lease payments and are amortised to the income statement on a straight line basis over the lease period. the depreciation policy for leased assets is in accordance with that for depreciable property.NOtES tO tHE FINANCIAl StAtEmENtS 2 siGniFicant accountinG Policies (cont’D) (f) leases (i) Classification A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. the land and buildings elements are considered separately for the purpose of lease classification and these leases are classified as operating or finance leases in the same way as leases of other assets. (ii) 98 traDeWinDs (M) berhaD . All leases that do not transfer substantially all the risks and rewards are classified as operating lease. leasehold lands that are leased from the Federal Government at nominal amounts are also not depreciated. are recognised in the profit and loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. Finance costs. the Company’s incremental borrowing rate is used. otherwise. which ranges from 29 to 878 years.the Group as lessor Assets leased out under operating leases are presented on the balance sheets according to the nature of the assets. the corresponding liability is included in the balance sheet as borrowings. Operating lease payments are recognised as an expense on a straight line basis over the term of the relevant lease. For leases of land and buildings. Other leasehold land is depreciated over the period of the lease. the discount factor used is the interest rate implicit in the lease. plant and equipment as described in Note 2(e). less accumulated depreciation and impairment losses. Rental income from operating lease is recognised on a straight line basis over the term of the relevant lease.

Such land is classified as non-current asset when no significant development work has been carried out or where development activities are not expected to be completed within the normal operating cycle. commissions. the accumulated costs will be capitalised in plantation development expenditure at the time of planting.2 siGniFicant accountinG Policies (cont’D) (g) Plantation development expenditure mature plantations are stated at cost less accumulated amortisation and any impairment losses. using the straight-line method. the Group considers as current assets that portion of property development expenditure on which significant development work has been done and which is expected to be completed within the normal operating cycle of two to three years. purchase of seedlings and their maintenance are stated at cost. Interest costs incurred on financing the development of the projects are capitalised and included as part of development expenditure. construction costs and other related development costs common to the whole project including professional fees. borrowing costs and other indirect overhead costs up to the time the trees are harvestable and to the extent appropriate. Costs incurred in the preparation of the nursery. the residual values and useful lives of plantation assets are reviewed. stamp duties. they comprise the cost of land under development. land held for property development is reclassified as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle. (h) Property development activities (i) land held for property development land held for property development is stated at costs less accumulated impairment losses. representing the economic useful lives of the crops. the balance is classified as progress billings under current liabilities. When progress billings exceed revenue recognised in the income statements. (ii) Property development costs Property development costs comprise all cost that are directly attributable to the development activities or that can be allocated on a reasonable basis to such activities. the balance is classified as accrued billings under current assets. Amortisation is charged to the income statements so as to write off the cost of mature plantations. When revenue recognised in the income statements exceeds progress billing to purchasers. Property development costs not recognised as an expense are recognised as an asset measured at the lower of cost and net realisable value. stamp duties. Cost associated with the acquisition of land includes the purchase price of the land. over the estimated useful lives of 25 years. annual report 2009 99 . commissions. the costs of immature plantations consist mainly of the accumulated cost of land clearing. if any. Immature plantations are stated at cost. the policy of recognition and measurement of impairment losses is in accordance with Note 2(i). at each balance sheet date. conversion fees and other relevant levies. fertilising and maintaining the plantation. professional fees. conversion fees and other relevant levies as well as borrowing costs. planting. and adjusted as appropriate.

the recoverable amount is the higher of an asset’s net selling price and its value-in-use. goodwill is allocated to each of the Group’s CGU expected to benefit from synergies of the business combination. if any. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. An impairment loss in respect of goodwill is not reversed. including the goodwill. which is measured by reference to discounted future cash flows. the excess of the Group’s share of the net fair value of the associate’s identifiable assets. liabilities and contingent liabilities over the cost of investment is included as income in the determination of the Group’s share of the associate’s results in the period in which the investment is acquired. 100 traDeWinDs (M) berhaD . An impairment loss is charged to the income statements immediately.NOtES tO tHE FINANCIAl StAtEmENtS 2 siGniFicant accountinG Policies (cont’D) (i) impairment the carrying amount of assets is reviewed for impairment when there is an indication that the assets might be impaired. recoverable amount is estimated at each reporting date. Goodwill relating to the associate is included in the carrying amount of the investment and is not amortised. Goodwill is not amortised but instead tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. the reversal other than goodwill is recognised in the income statements immediately. Impairment is measured by comparing the carrying amount of the assets with their recoverable amounts. management believes there is no foreseeable limit to the period over which the brands are expected to generate net cash flows to the Group. liabilities and contingent liabilities at the date of acquisition. exceeds the recoverable amount of the CGU. the useful life of trademarks is estimated to be indefinite because based on the current market share of the brands. Recoverable amount of the CGU is the higher of the CGU’s fair value less cost to sell and value-inuse. trademarks are not amortised but instead tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. the total impairment loss is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU. Goodwill arising on acquisition of an associate is the excess of cost of investment over the Group’s share of the net fair value of the associate’s identifiable assets. (j) intangible assets (i) Goodwill Goodwill arising from consolidation represents the excess of the purchase price over the Group’s interest in the fair value of the identifiable assets and liabilities of subsidiary companies at the date of acquisition. An impairment loss is recognised in the consolidated income statement when the carrying amount of CGU. (ii) trademarks trademarks were acquired through business combinations. After initial recognition. For goodwill and intangible assets that have indefinite useful lives or that are not yet available for use. Subsequent increase in the recoverable amount of an asset is treated as reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. trademarks are stated at cost less accumulated impairment losses. For the purpose of impairment testing of goodwill. goodwill is measured at cost less accumulated impairment losses. if any. Impairment loss on goodwill is not reversed in a subsequent period.

the cost of oil palm products includes the cost of raw materials. obsolete or slow-moving inventories. Pre-cropping expenditure incurred in respect of paddy planting is included as inventories and expensed upon harvesting. damaged. (l) inventories Inventories are stated at the lower of cost and net realisable value after adequate allowance has been made for all deteriorated. Surplus arising from the valuation of inventories attributable to the Government Stockpile is dealt with in the Stockpile Fluctuation Reserve account. the Group is vested with the duty to maintain and manage the Government Rice Stockpile. direct labour and other related overheads. other direct costs and appropriate proportions of production overheads based on normal operating capacity. the inventories of paddy and rice of the Group are disclosed net of the Government Stockpile. the difference between the net disposal proceeds and its carrying amount is charged or credited to the income statements. direct materials. Any deficit in excess of the balance of the Stockpile Fluctuation Reserve is charged to the income statements.2 siGniFicant accountinG Policies (cont’D) (k) other investments Other investments are stated at cost less accumulated impairment losses. direct labour. the cost of paddy and rice comprise costs of purchase. Cost of refined sugar comprises cost of raw sugar and all direct expenditures incurred in the refinery process and include labour and appropriate production overheads. the policy for the recognition and measurement of impairment losses is in accordance with Note 2(i). Cost of raw sugar comprises the cost of purchase and incidental costs incurred in bringing the raw sugar to its present condition and location. the costs of finished goods comprise costs of paddy and rice. Cost of livestock consists of original cost of purchase and other attributable costs in nurturing the livestock to their saleable condition. Cost of consumables comprises all costs of purchase and cost of nursery consists of the original cost of purchase. less the estimated costs of completion and selling expenses. On disposal of an investment. Net realisable value is the estimated selling price in the ordinary course of business. Cost of inventories comprises the original cost of purchase plus the cost of bringing the inventories to their intended location and condition. direct labour. other direct cost and a proportion of production overheads based on normal operating capacity of the production facilities. Cost of transhipment stocks comprises the weighted average cost of raw sugar purchased and all direct expenditures and incidentals incurred in bringing the raw sugar to saleable condition and location. annual report 2009 101 .

For the purpose of the cash flow statements. cash and cash equivalents are presented net of bank overdrafts and pledged deposits. the provision will be reversed. Bad debts are written off when identified. (o) (p) 102 traDeWinDs (M) berhaD . as a result of a past event. Interest relating to a financial instrument is reported within finance cost in the income statements. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation. interest bearing loans and borrowings All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. (r) contingent assets and contingent liabilities A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group.NOtES tO tHE FINANCIAl StAtEmENtS 2 siGniFicant accountinG Policies (cont’D) (m) receivables trade and other receivables are carried at anticipated realisable value. Provisions are not recognised for future operating losses. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve (12) months after the balance sheet date. the Group does not recognise contingent assets but disclose its existence where inflows of economic benefits are probable. (q) Provisions Provisions are recognised when there is a present obligation. legal or constructive. Payables trade and other payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. the present obligation under the contract shall be recognised and measured as a provision. when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. After initial recognition. Where the effect of the time value of money is material. the amount of a provision will be discounted to its present value at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. deposits and other short term highly liquid investments that are readily convertible to cash and are subject to insignificant risk of changes in value. (n) cash and cash equivalents Cash and cash equivalents include cash and bank balances. If the Group has a contract that is onerous. interest-bearing loans and borrowings are subsequently measured at amortised cost with any difference between cost and redemption value being recognised in the income statements over the period of the loans and borrowings using the effective interest method. but not virtually certain. Doubtful debts are provided based on specific review of the receivables.

All other borrowing costs are recognised as an expense in the income statements in the period in which they are incurred. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. In the acquisition of subsidiaries by the Group under business combinations. until such time as the assets are substantially ready for their intended use or sale. the Group does not recognise a contingent liability but discloses its existence in the financial statements. (ii) (iii) annual report 2009 103 . monetary assets and liabilities in foreign currencies at the balance sheet date are translated into Ringgit malaysia at rates of exchange ruling at that date unless hedged by forward foreign exchange contracts. which are carried at historical cost are translated using the historical rate as of the date of acquisition. and non-monetary items which are carried at fair value are translated using the exchange rate that existed when the values were determined for presentation currency purposes. When the borrowings are made generally. and all resulting exchange differences are recognised as a separate component of equity. income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates. (t) Foreign currencies transactions in foreign currencies are converted into Ringgit malaysia at rates of exchange ruling at the transaction dates. in which case the rates specified in such forward contracts are used. in which case income and expenses are translated at the dates of the transactions). the borrowing costs eligible for capitalisation are determined by applying a capitalisation rate which is the weighted average of the borrowing costs applicable to the borrowings that are outstanding during the financial year. construction or production of qualifying assets. are capitalised as part of the cost of those assets. and used for the purpose of obtaining a qualifying asset. the results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet. (s) borrowing costs Borrowing costs directly attributable to the acquisition.2 siGniFicant accountinG Policies (cont’D) (r) contingent assets and contingent liabilities (cont’d) A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. the amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of funds drawndown from that borrowing facility. which are assets that necessarily take a substantial period of time to get ready for their intended use or sale. All exchange differences arising from the settlement of foreign currency transactions and from the translation of foreign currency monetary assets and liabilities are recognised in the income statements in the period in which they arise. When the borrowings are made specifically for the purpose of obtaining a qualifying asset. irrespective of the extent of any minority interest. Non-monetary items initially denominated in foreign currencies. contingent liabilities assumed are measured initially at their fair values at the acquisition date.

42 2008 Rm 3. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using the tax rates that have been enacted at the balance sheet date. Deferred tax is provided for. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences. and of borrowings. are taken to shareholders’ equity. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. unused tax losses and unutilised tax credits to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. based on tax rates that have been enacted or substantively enacted at the balance sheet date. bonuses and social security contributions are recognised as an expense in the financial year in which the associated services are rendered by employees of the Group. the principal exchange rate used for every unit of foreign currencies ruling at the balance sheet date used is as follows:2009 Rm 1 United States Dollar (USD) 3. 104 traDeWinDs (M) berhaD .46 (u) income tax Income tax on the profit or loss for the financial year comprises current and deferred tax. affects neither accounting profit nor taxable profit. Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled. or when it arises from a business combination that is an acquisition. Deferred tax is recognised in the income statements. in which case the deferred tax is included in the resulting goodwill or negative goodwill. such exchange differences are recognised in the income statements as part of the gain or loss on sale or dissolution. in which case the deferred tax is also charged or credited directly in equity. When a foreign operation is sold or dissolved. except when it arises from a transaction which is recognised directly in equity. Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction. (v) employee benefits (i) Short term benefits Wages. salaries. unused tax losses and unutilised tax credits can be utilised. using the liability method. exchange differences arising from the translation of the net investment in foreign entities.NOtES tO tHE FINANCIAl StAtEmENtS 2 siGniFicant accountinG Policies (cont’D) (t) Foreign currencies (cont’d) On consolidation.

the Group has no further payment obligations. the provision made for the employee is written back. and the present value of any economic benefits in the form of refunds or reductions in future contributions to the plan. Past service cost is recognised immediately to the extent that the benefits are already vested. (v) Unfunded defined benefit plans Certain subsidiary companies provide for retirement benefits for eligible employees on an unfunded defined benefit basis in accordance with the terms of the Group’s policies. In the case of voluntary redundancy. Funded defined benefit plans A subsidiary company operates a funded defined benefit Retirement Benefit Scheme (“the Scheme”) for its eligible employees. As required by law. and reduced by the fair value of plan assets. companies in malaysia make contributions to the state pension scheme. the Employees Provident Fund (“EPF”). associated costs or the possible return of goods. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due. that benefit is discounted using the Projected Unit Credit method in order to determine its present value. the amount recognised in the balance sheet represents the present value of the defined benefit obligations adjusted for recognised actuarial gains and losses and recognised past service cost. it will be amortised on a straight-line basis over the average period until the amended benefits become vested. Should an employee leave after completing the qualifying period of service but before attaining the retirement age. that benefit is discounted using the Projected Unit Credit method in order to determine its present value. they are recognised as a liability and as an expense when the Group has a detailed formal plan for termination with no realistic possibility of withdrawal. annual report 2009 105 . Otherwise. Any asset resulting from this calculation is limited to the net total of any recognised actuarial losses and past service cost. Full provision has been made for retirement benefits payable to all eligible employees who have completed their qualifying period of service. (iii) (iv) (w) revenue recognition (i) Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised when the significant risks and rewards of ownership have been transferred to the buyer. the subsidiary company’s obligations under the Scheme are determined based on triennial valuation where the amount of benefit that employees have earned in return for their service in the current and prior years is estimated. Actuarial gains and losses are recognised as income or expense over the expected average remaining working lives of the participating employees when the cumulative recognised actuarial gains or losses for the Scheme exceed 10% of the higher of the present value of the defined benefit obligations and the fair value of the plan assets.2 siGniFicant accountinG Policies (cont’D) (v) employee benefits (cont’d) (ii) termination benefits termination benefits are payments due to employees as a result of the termination of employment before the normal retirement date or to encourage voluntary redundancy. based on their last drawn salaries as set out in the policies. the benefits are accounted for based on the number of employees expected to accept the offer. Defined contribution plans the Group’s contributions to defined contribution plans are charged to the income statements in the period to which they relate. Once the contributions have been paid.

Rental income is recognised on an accrual basis over the term of an ongoing lease.NOtES tO tHE FINANCIAl StAtEmENtS 2 siGniFicant accountinG Policies (cont’D) (w) revenue recognition (cont’d) (ii) Property development revenue is recognised in respect of all development units that have been sold. Segment revenue. Geographical segments provide products or services within a particular economic environment that is subject to risks and returns that are different from those components operating in other economic environments. Government grants relating to income are recognised in the income statements to match them with the cost they are intended to compensate. Segment revenue. upon the commencement of development and construction activities and when the financial outcome can be reliably estimated. Revenue recognition commences when the sale of the development unit is effected. including costs to be incurred over the defects liability period. 106 traDeWinDs (M) berhaD . assets and liabilities are determined before intragroup balances and intragroup transactions are eliminated as part of the consolidation process. the stage of completion is measured by reference to the proportion that property development costs incurred for work performed to date bear to the estimated total property development cost. assets and liabilities are those amounts resulting from the operating activities of a segment that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis to the segment. When the financial outcome of a development activity cannot be reliably estimated. the attributable portion of property development cost is recognised as an expense in the period in which the related revenue is recognised. the amount of such revenue and expenses recognised is determined by reference to the stage of completion of development activity at the balance sheet date. (iv) (v) (vi) (x) Government grants Government grants are recognised at fair values where there is reasonable assurance that the grants will be received and the Group will comply with all attached conditions. expense. (y) segment reporting Segment reporting is presented for enhanced assessment of the Group’s risks and returns. the property development revenue is recognised only to the extent of property development costs incurred that is probable to be recoverable and the property development costs on the development units sold are recognised as an expense in the period in which they are incurred. expense. except to the extent that such intragroup balances and transactions are between Group enterprises within a single element. Business segments provide products or services that are subject to risks and returns that are different from those of other business segments. Dividend income is recognised when the shareholder’s right to receive payment is established. Interest income is recognised on a time proportion basis that takes into account the effective yield on the asset. (iii) Revenue from services rendered is recognised in the income statements upon performance of services and is measured at the fair value of the consideration receivable. Any expected loss on a development project is recognised as an expense immediately.

receivables. dividends and gains and losses relating to a financial instrument classified as a liability are reported as expense or income. (bb) non-current assets (or disposal groups) held for sale Non-current assets (or disposal groups) are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period and ordinary shares that will be issued upon the conversion of mandatorily convertible instruments from the date the contract is entered into. Immediately before the initial classification as held for sale. investments. non-current assets or disposal groups (other than investment properties. the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable. the differences. the particular recognition method adopted for financial instruments recognised on the balance sheets is disclosed in the individual accounting policy statements associated with each item. and financial assets carried at fair value) are measured at the lower of carrying amount before the initial classification as held for sale and fair value less costs to sell. deferred tax assets. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. employee benefits assets. For this to be the case. are recognised in income statements as impairment loss. the carrying amounts of the non-current assets (or all the assets and liabilities in a disposal group) are measured in accordance with applicable FRSs. if any. Dividends on ordinary shares are recognised in equity in the year in which they are declared. (aa) Financial instruments Financial instruments carried on the balance sheet include cash and bank balances. annual report 2009 107 . Any cumulative income or expense recognised directly in equity relating to the non-current asset (or disposal group) classified as held for sale is presented separately. there is no financial instrument not recognised on the balance sheets of the Group and of the Company. Distributions to holders of financial instruments classified as equity are charged directly to equity.2 siGniFicant accountinG Policies (cont’D) (z) earnings per share the Group presents basic earnings per share (“EPS”) data for its ordinary shares. Financial instruments are recognised in the balance sheets when the Group has become a party to the contractual provisions of the instrument. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to recognise the asset and settle the liability simultaneously. in the case of non-current liabilities included within disposal groups) on the face of the balance sheet and are stated at the lower of carrying amount immediately before initial classification and fair value less costs to sell and are not depreciated. payables and borrowings. Non-current assets (or disposal groups) held for sale are classified as current assets (and current liabilities. On initial classification as held for sale. deposits. Interest. Ordinary shares are classified as equity.

149) (3.942 (1.141 73.481 220.107.636 48.830 46. adjusted for any depreciation.264 95.545) 27 (5.503 330.042) (3.431 — — — — — 14.721 (1.743 10.093) 2 — 1.500) 8.660 338. (b) 3.165 20. ProPertY.405 (3) (1.229 84.339 913. amortisation or revaluations that would have been recognised had the asset (or disposal group) not been classified as held for sale.679 43.2009 Additions Acquisition of subsidiary companies (Note 7) Disposals Write-off Exchange differences transfer to assets held for sale (Note 18) Reclassification At 31.716) — 841.332) 87.612) 84.755.1.469 30.2009 103. Plant anD equiPMent buildings and infra.675 — 36.12.760 59.351) 2 — (5.884 21.465 accumulated depreciation At 1.564 (319) (15.500) — 1.064) 96 (4.522 12.702 4.438 87. the Group ceases to classify the asset (or disposal group) as held for sale.12.221 63.382 244.364) (20.335 (1.163 523.923 — — — — — 103.598 256.267 104.377 — — — — — 1.696 804.810 — (616) 68 — (8) 175. and its recoverable amount at the date of the subsequent decision of not to sell.991 28.598 303.746 33.940 (1.453 6.095 — — — — (24.1. fittings Motor and office vehicles equipment rM’000 rM’000 estate access road rM’000 capital work-inprogress rM’000 Group Freehold land rM’000 total rM’000 2009 cost At 1.020) 23 (4.911 24.257 (5) (1.002 75.627 67.173 8.342 36.114) 4 — 2.136 — (669) 77 — 4.295 118.NOtES tO tHE FINANCIAl StAtEmENtS 2 siGniFicant accountinG Policies (cont’D) (bb) non-current assets (or disposal groups) held for sale (cont’d) If the Group has classified an asset (or disposal group) as held for sale but subsequently the criteria for classification is no longer met.312 7.Plant and structure machinery rM’000 rM’000 Furniture. the Group measures a non-current asset that ceases to be classified as held for sale (or ceases to be included in a disposal group classified as held for sale) at the lower of: (a) its carrying amount before the asset (or disposal group) was classified as held for sale.007 31.2009 Charge for the financial year Acquisition of subsidiary companies (Note 7) Disposals Write-off Exchange differences transfer to assets held for sale (Note 18) Reclassification At 31.542 67.679) 110 (5.668 561.903 48.339 1.2009 66.005 114.474) (20.935 9.716) 467 473.569 — — — — — — — — — 579.696 Carrying amount At 31.151 31.2009 — — — — — — — — — 141.920 26.769 108 traDeWinDs (M) berhaD .590 40.327 118.734) 128.12.839 432.335) 3 — (2.984 (320) (15.041 4.

342 44.2008 — — — — — — — — — 125.Plant and structure machinery rM’000 rM’000 Furniture.453 462.005 accumulated depreciation At 1.743 65.899 12.2008 Additions Disposals Write-off Exchange differences transfer from assets held for sale (Note 18) transfer to assets held for sale (Note 18) Reclassification At 31.869 57.680) 31.12.12.365) — 579.522 306. ProPertY.12.2008 66.060 3.542 carrying amount At 31.307 303.955 (792) (2. Plant anD equiPMent (cont’D) buildings and infra.746 527.675 277.1.120) (3.448 3.365) (2.903 60.107.582 (1.238 16.173 32.173 4.653 (792) (2.2008 Charge for the financial year Disposals Write-off Exchange differences transfer from assets held for sale (Note 18) transfer to assets held for sale (Note 18) Reclassification At 31. fittings Motor and office vehicles equipment rM’000 rM’000 estate access road rM’000 capital work-inprogress rM’000 Group Freehold land rM’000 total rM’000 2008 cost At 1.188) — — — 225 48.041 — — — — — — — — — 519.873 — (654) 328 7.391 (1.484 54.719 9.271 31.146 — — — — — 2.343 — — — (1.343 73.085 40.935 20.312 21.549) 444 7.435 (210) (89) 120 — — 7.616 — — — — — 365 26.930 (1.463 annual report 2009 109 .819) — 1.189) — — — (218) 67.697 24.041 47.429 — — — 246 — — — 66.014 (113) (619) 7 268 — 1.569) 744 7.867 (1.115) (3.2008 66.062 119.174 29.123 (1.735 6.702 22.561 18.163 523.3.682) 141.409 (210) (88) 109 — — 395 338.489 (118) (637) 8 743 — 4.260 16.675 161.819) 4.746 986.059 — (654) 370 7.931 185.125 (1.1.823 5.091) — (17.727 31.

1.12.505 75 — 1.12.969 644 (107) 2.042 2.2009 Charge for the financial year Disposal Write-off At 31.2008 Additions Disposal At 31. Plant anD equiPMent (cont’D) Furniture.2008 816 459 (107) 1.12.2009 110 180 290 2008 cost At 1.2008 1.168 1. ProPertY.1.168 432 (552) — 1.706 145 (107) 1.222 3.12.2009 1.338 1. fittings and office equipment rM’000 company Motor vehicles rM’000 total rM’000 2009 cost At 1.506 carrying amount At 31.NOtES tO tHE FINANCIAl StAtEmENtS 3.324 accumulated depreciation At 1.211 220 (107) 3.153 185 — 1.12.2009 Additions Disposal Write-off At 31.048 1.2009 1.1.744 1.090 carrying amount At 31.12.338 127 (4) (419) 1.2008 576 242 818 110 traDeWinDs (M) berhaD .580 66 (5) (419) 1.744 6 (592) — 1.158 1.324 72 (597) (419) 2.1.506 559 (556) (419) 2.380 accumulated depreciation At 1.2008 Charge for the financial year Disposal At 31.580 3.

543 (5.136 (2) 78 — 10.275) 89.063.465 (5.874 4.582 20.704 106.658 49.495 carrying amount At 31 December 2009 932.706 58.351 39.322 479 (9) 1.272 (26.120 74.011.033.975 50.204 (3) 6.068 (1) 6.414 annual report 2009 111 . as disclosed in Note 23 are as follows: company 2009 2008 rM’000 rM’000 Freehold land Buildings and infrastructure Plant and machinery 27.275) 79.600 41. plant and equipment charged to licensed banks for credit facilities granted to the Group. ProPertY.026 14.908 1. Plant anD equiPMent (cont’D) the net carrying amount of property.909 accumulated amortisation At 1 January Charge for the financial year Disposal Acquisition of subsidiary companies [Note 7(d)] termination of lease [Note 44(f)] At 31 December 65.130 (26.118 13.000) 1.819 46.225 479 (67) 56.375 8.903 — (58) 55.218 135.000) 1.814 974. PrePaiD lease PaYMents long term leasehold land rM’000 short term leasehold land rM’000 Group total rM’000 2009 cost At 1 January Additions Disposal Acquisition of subsidiary companies [Note 7(d)] termination of lease [Note 44(f)] At 31 December 982.142 — 51.3.934 1.

000).000) was issued by the relevant authority. the Group submitted the application to discharge the charges on a parcel of leasehold land with a total carrying amount of Rm22.149 — — 648 8.225 accumulated amortisation At 1 January Charge for the financial year Disposal Acquisition of subsidiary companies [Note 7(e)] Reclassification At 31 December 53. (d) (e) 112 traDeWinDs (M) berhaD .180) 982.155.785 41.526 13.814 932.414 917.718.000 (2008: Rm22.118 7.026 carrying amount At 31 December 2008 917. the land title of leasehold land of a subsidiary with a carrying amount of Rm15.628 (146) 299.033.215.743 (4.415 12.414 2008 rM’000 41.785 959.600 974.199 (a) (b) (c) the above prepaid lease payments consist of upfront payments made for leasehold lands.000 (2008: Rm471. In the previous financial year.908 60. the discharge of the charge was completed during the financial year.322 733.000 (2008: Rm16. the remaining period of lease term range from 29 years to 878 years (2008: 30 years to 879 years).486 (146) 299.414 959.199 the prepaid lease payments can be analysed as follows: Group 2009 rM’000 Short term (unexpired lease period less than 50 years) long term (unexpired lease period more than 50 years) 41.111 1. the net carrying amount of leasehold land that has been charged for facilities granted to the Group as disclosed in Note 23 is Rm476.657.481.180 50. During the financial year.NOtES tO tHE FINANCIAl StAtEmENtS 4.743 — 1.052.000).280 (10) 230 — 74. PrePaiD lease PaYMents (cont’D) long term leasehold land rM’000 short term leasehold land rM’000 Group total rM’000 2008 cost At 1 January Disposal Acquisition of subsidiary companies [Note 7(e)] Reclassification At 31 December 687.131 (10) 230 (648) 65.903 46.142 — — 4.

955 1.598) (5.265.287 25.265.287 carrying amount At 31 December 1.524 255.903 33. annual report 2009 113 .707) Included in staff costs are contributions made to a defined contribution plan amounting to Rm702.5.387.225 1.700 accumulated amortisation At 1 January Charge for the financial year Write-off Assets retired from use Exchange differences At 31 December 293.193 7.952) 1.287 44.197 (55) — 95 337.493 17.315 (4.321) 2008 rM’000 2.952) 383 293.437 (920) (5.124 (209) — 340 1.339 44.700 122. Plantation DeveloPMent exPenDiture Group 2009 rM’000 cost At 1 January Additions Write-off Assets retired from use Exchange differences At 31 December 2008 rM’000 1. plant and equipment Interest on borrowings Raw materials and consumables used Staff costs Net income from scout harvesting 2.413 (a) Included in additions of plantation development expenditure for the financial year are the following: Group 2009 rM’000 Depreciation of property.478 9.710 99.175.050.431 972.691 (3.921 11.000 (2008: Rm660.279 (2.000).

However.000 and consequently this amount may have to be written off to the income statement. RPSB will continue to harvest from the remaining 749 hectares and foresee to be able to do so in the foreseeable future.193) (7. if ever. a subsidiary company of the Company planted oil palm trees on approximately 1. In the event RPSB is unsuccessful in the application for the alienation of the remaining 749 hectares.NOtES tO tHE FINANCIAl StAtEmENtS 5. As disclosed in Note 7(d)(i). the carrying value of the plantation development expenditure incurred on the 749 hectares as at 31 December 2009 was approximately Rm7.555. As for the remaining 749 hectares.000. until such a time when the land is alienated to third parties.000). RPSB is awaiting the clearance from the State land and Survey Department to submit the application for the alienation of this land. RPSB submitted an application to the State land and Survey Department for the alienation of 830 hectares of the land to RPSB in 2005.903) 109.000 (2008: Rm760.363. Retus Plantation Sdn Bhd (“RPSB”). the carrying value of the plantation development expenditure incurred on the Alienated land of 768 hectares as at 31 December 2009 was approximately Rm11.835 (c) the net carrying amount of plantation development expenditure charged to licensed banks for credit facilities granted to the Group as disclosed in Note 23 is Rm812. (d) 114 traDeWinDs (M) berhaD .743 2008 rM’000 99. RPSB would not be able to recover the plantation development expenditure incurred of approximately Rm7. RPSB harvested fresh fruit bunches in the current and previous financial years from the planted land which is outside its land boundary. 768 hectares of the applied area (“Alienated land”) were alienated to masretus Oil Palm Plantation Sdn Bhd (“masretus”).000. total carrying value of the plantation development expenditure incurred on the land as at 31 December 2009 was approximately Rm18. the Directors of RPSB are of the opinion that the plantation development expenditure incurred on the overplanted area of 749 hectares is fully recoverable.315 (2. RPSB has acquired the entire issued and paid-up capital of masretus and subsequently assumed ownership of the Alienated land.000.947.517 hectares of land (“the land”) which belongs to the Sarawak State Government.124 (2.363.287) 89. Plantation DeveloPMent exPenDiture (cont’D) (b) Additions of plantation development expenditure: Group 2009 rM’000 Additions of plantation development expenditure less : Depreciation capitalised in plantation development expenditure Interest capitalised in plantation development expenditure Cash payments on additions of plantation development expenditure 122.389.026.478) (9.

060 (6.386.961 — 893. lanD helD For ProPertY DeveloPMent Group 2009 rM’000 long term leasehold land at cost At 1 January Acquisition of subsidiary companies [Note 7(d)(ii)] At 31 December 2008 rM’000 — 87.714 (1.060) — 2008 rM’000 — 7. at cost Post acquisition reserves — 7. as disclosed in Note 7(d)(ii).100 — 1. During the financial year.060) — company 2009 2008 rM’000 rM’000 1.645 302. (b) (c) annual report 2009 115 .060 (6.606 Accumulated impairment loss Quoted shares.867 (a) the above investment in subsidiary companies at Group level represents investment in an unconsolidated subsidiary company as explained in Note 45(a).654) 6.139 302. at market value — — 1.173 527. and is listed on the main market of Bursa malaysia Securities Berhad. investMent in subsiDiarY coMPanies Group 2009 rM’000 Quoted shares. 7.606 — 893.33% equity interest in Padiberas Nasional Berhad (“BERNAS”).961 — 1.412 87. Details of the subsidiary companies and shareholdings therein are shown in Note 45(a). the Company acquired 50.654) 6.054. at cost Unquoted shares.412 — — — the above leasehold land represents malay reserve land and the current usage of the entire land is for agriculture purposes.714 (1. Details of the acquisition are explained in Note 7(d)(iii). a company incorporated and domiciled in malaysia.083.6.386.100 590. but a portion of it has the benefit of an approved master Plan for the development of a second border town.

Goodwill arising on the acquisition amounting to Rm2. the assets acquired and liabilities assumed as at date of acquisition were as follows: Fair value recognised on acquisition rM’000 7. investMent in subsiDiarY coMPanies (cont’D) (d) Acquisition of subsidiary companies during the financial year (i) Acquisition of masretus Oil Palm Plantation Sdn Bhd (“masretus”) On 3 April 2009.142 7.066 2. Retus Plantation Sdn Bhd.000 has been accounted for using the purchase method of accounting and is disclosed in Note 11.208 acquiree’s carrying amount rM’000 Prepaid lease payments for land Receivables Payables Deferred tax liabilities total net assets Goodwill on consolidation Cash flow on acquisition 557 66 (545) — 78 116 traDeWinDs (M) berhaD . a subsidiary company of the Company acquired the entire equity interest of masretus.NOtES tO tHE FINANCIAl StAtEmENtS 7.208 66 (545) (1.137) there was no material effect to the Group’s financial results for the current financial year if the acquisition had been completed on 1 January 2009.142. the effect of the acquisition on the financial results of the Group during the financial year is as follows: rM Revenue loss for the period — (7.663) 5.

115. 1.000 respectively.7.000 and Rm173.612. of NIA for a total cash consideration of Rm50. annual report 2009 117 .02 acres of the NIA lands had been planted with rubber trees whilst an approved master plan for the development of Bandar Sempadan Kota Putra had been obtained for the remaining land.959. and contingent liabilities based on due diligence report. the Group revenue and profit for the financial year would have been Rm2.071. the effect of the acquisition on the financial results of the Group during the financial year is as follows: Date of acquisition to 31.12. NIA is a property development company incorporated in malaysia and was established as a joint venture vehicle between GmSB and Perbadanan Kemajuan Negeri Kedah to undertake the development of the second border town between malaysia and thailand known as “Bandar Sempadan Kota Putra”. investMent in subsiDiarY coMPanies (cont’D) (d) Acquisition of subsidiary companies during the financial year (cont’d) (ii) Acquisition of Northern Intergrated Agriculture Sdn Bhd (“NIA”) On 21 August 2009. Daerah Padang terap. NIA owns 5 parcels of leasehold agriculture land located at Kota Putra. a subsidiary company of the Company entered into a conditional Sale and Purchase Agreement with Gerak mashyur (malaysia) Sdn Bhd (“GmSB”) for the acquisition of 700. representing 70% of the equity interest.32 million upon the completion of assessment of the acquiree’s identifiable assets.44 acres had been surrendered to the Government following the completion of their project in November 2008.36 million. mukim Batang tunggang Kiri.000 ordinary shares of Rm1. tradewinds Plantation Berhad. liabilities.99 acres (“NIA lands”) of which 169. the acquisition of NIA was completed on 23 October 2009.2009 rM’000 Revenue Profit for the period — 1.073 If the acquisition had been completed on 1 January 2009.025.00 each. Negeri Kedah measuring in aggregate approximately 2. the purchase consideration was adjusted to Rm49.

313 103 4.869) (729) — 3.NOtES tO tHE FINANCIAl StAtEmENtS 7.786) 50.33% equity interest in BERNAS during the financial year.000 respectively. the Group revenue and profit for the financial year would have been Rm4.2009 rM’000 Revenue Profit for the period 334.265 103 87.159 16. 118 traDeWinDs (M) berhaD . investMent in subsiDiarY coMPanies (cont’D) (d) Acquisition of subsidiary companies during the financial year (cont’d) (ii) Acquisition of Northern Intergrated Agriculture Sdn Bhd (“NIA”) (cont’d) the acquisition had the following effect on the Group’s assets and liabilities on acquisition date: Fair value recognised on acquisition rM’000 12.789.620 acquiree’s carrying amount rM’000 Prepaid lease payments for land Property.487 If the acquisition was completed on 1 January 2009.519) 49.834 (1.429 3.869) (729) (23.115.995. the Company acquired 50. the effect of the acquisition on the financial results of the Group during the financial year is as follows: Date of acquisition to 31.037 (7.412 26 1.315 (3.037) 46.12.458 less: minority interest Group’s share of net assets Excess of fair value of net assets acquired over purchase consideration Adjusted purchase consideration discharged by cash less: Cash and cash equivalents acquired Cash out flow on acquisition.037 (7.278 (iii) Acquisition of Padiberas Nasional Berhad (“BERNAS”) As disclosed in Note 44(a)(i).054) 72.429 3.148 26 1.000 and Rm334. plant and equipment land held for development Other receivables Fixed deposit with a licensed bank Cash and bank balances trade and other payables tax payables Deferred tax liability total net assets 3. net of cash and cash equivalents acquired (21.

833) 505.895 less: minority interest Group’s share of net assets Excess of fair value over purchase consideration Adjusted purchase consideration discharged by cash less: Distribution of pre-acquisition reserve by associated companies less: Cash and cash equivalents acquired Cash out flow on acquisition.187 40 140 542.156) 25.494 (11.156) 25.256 340. net of cash and cash equivalents acquired (iv) (564.511 249. tradewinds Plantation Berhad acquired the entire equity interest of PSSB for a cash consideration of Rm2 on 26 October 2009.895 acquiree’s carrying amount rM’000 Prepaid lease payments for land Property.233 1.233 1.040 730.717) (762. annual report 2009 119 .971 (215.196 135.358) (6.568) 492.040 730. investMent in subsiDiarY coMPanies (cont’D) (d) Acquisition of subsidiary companies during the financial year (cont’d) (iii) Acquisition of Padiberas Nasional Berhad (“BERNAS”) (cont’d) the acquisition had the following effect on the Group’s assets and liabilities on acquisition date: Fair value recognised on acquisition rM’000 30. the assets acquired and liabilities assumed as at the date of acquisition.323) (66.062 (12.187 40 140 542.717) (762.196 135.069.695 Acquisition of Prisma Spektra Sdn Bhd (“PSSB”) As disclosed in Note 44(a)(iv).069.992) 335.807) (144.511 249. PSSB is an investment holding company.256 340.7.trademarks Inventories trade and other receivables Fixed deposit with a licensed bank Cash and bank balances trade and other payables Bank borrowings tax payables (net) Provision for retirement benefits Deferred taxation (net) total net assets 30.875 66.358) (6. plant and equipment Investment in associated companies Other investment Intangible assets .875 66. the effect of the acquisition on the financial results of the Group and the financial results prior to the date of acquisition are not material in relation to the Group’s assets and liabilities and financial results for the current financial year.971 (215.323) (66.

379) 17. Goodwill arising on the acquisition amounting to Rm3.859.379) 17.000.882 (1. the effect of the acquisition on the financial results of the Group during the previous financial year was as follows: Date of acquisition to 31.176 less: Deposit paid in previous financial Cash flow on acquisition there was no material effect to the Group’s financial results for the previous financial year if the acquisition had been completed on 1 January 2008.284 acquiree’s carrying amount rM’000 Prepaid lease payments for land Other payables Deferred tax liabilities total net assets less: minority interests Group’s share of net assets Goodwill on consolidation 22.176 (5.882. investMent in subsiDiarY coMPanies (cont’D) (e) Acquisition of subsidiary companies in the previous financial year (i) Acquisition of Usaha Wawasan Sdn Bhd (“UWSB”) On 31 January 2009.023 3.593 (38) (5.598) 14.12.NOtES tO tHE FINANCIAl StAtEmENtS 7.000 has been accounted for using the purchase method of accounting and is disclosed in Note 11.859 15.153) 12. 120 traDeWinDs (M) berhaD .2008 rM’000 Revenue loss for the period — (330) the assets acquired and liabilities assumed as at date of acquisition were as follows: Fair value recognised on acquisition rM’000 22. the Group completed the acquisition of 70% equity interest in Usaha Wawasan Sdn Bhd at a purchase price of Rm15.593 (38) (5.

021) the assets acquired and liabilities assumed as at date of subscription were as follows: Fair value recognised on acquisition rM’000 276. entered into a conditional Subscription Agreement for the proposed subscription of 100.411 hectares for a cash consideration of Rm268 million.000 less: Deposit paid in previous financial year Cash and cash equivalents acquired Cash flow on subscription.000. over 54 parcels of leasehold agriculture land measuring approximately 11. the Proposed Subscription was conditional upon the completion of the agreement dated 18 April 2007 between Gula Padang terap Plantations Sdn Bhd (“GPtP”) and tCSB whereby GPtP had agreed to sell and transfer to tCSB the leases granted by Perbadanan Kemajuan Negeri Kedah.7.020 there was no material effect to the Group’s financial results for the previous financial year if the acquisition had been completed on 1 January 2008.419) 268.000 acquiree’s carrying amount rM’000 Prepaid lease payments for land Other receivable Bank balances Other payables total net assets 276.12.920 319 180 (9.2008 rM’000 Revenue loss for the period 568 (3. the Group via a subsidiary company tradewinds Plantation Berhad (“tPB”). held by and registered in the name of GPtP.800) (180) 241. net of cash and cash equivalents acquired (26.000 new ordinary shares of Rm1. the Proposed Subscription was completed on 18 march 2008 and thereafter tCSB became a 99.00 each in tradewinds Corridor Sdn Bhd (“tCSB”) at a total cash subscription price of Rm268 million (“Proposed Subscription”).419) 268. investMent in subsiDiarY coMPanies (cont’D) (e) Acquisition of subsidiary companies in the previous financial year (cont’d) (ii) Acquisition of tradewinds Corridor Sdn Bhd (“tCSB”) On 30 April 2007.9% subsidiary of the Company. annual report 2009 121 . the effect of the acquisition on the financial results of the Group during the previous financial year was as follows: Date of acquisition to 31.920 319 180 (9.

at cost Share of post acquisition reserves Distribution of pre-acquisition reserve 14.920) (75) (75) results Revenue Net profit for the financial year Share of results 2.267 1.980.323 — — 232.430. As disclosed in Note 44(b).235 — 104.807) 232. the dissolution of the associated company had resulted in the realisation of exchange reserves of approximately Rm16.510 — 119.481) (867.004 2.465 227.211 (126.612 121. at cost Unquoted shares in malaysia.NOtES tO tHE FINANCIAl StAtEmENtS 8.832 Distribution of post acquisition reserve Exchange adjustment Details of the associated companies and shareholdings therein are shown in Note 45(b).486 2. the summarised financial information of the associated companies are as follows: Group 2009 rM’000 assets and liabilities Current assets Non-current assets total assets 2008 rM’000 986. which is an indirect subsidiary of the Company was voluntarily dissolved on 30 September 2009. tmall limited.439) (97.701 — 135. investMent in associateD coMPanies Group 2009 rM’000 Unquoted shares outside malaysia.351.304 20.571 444. a 20% owned associate of Quek Shin & Sons Pte ltd.838 104.683) 12.000 during the financial year.661 (11.235 Current liabilities Non-current liabilities total liabilities (770.323 2008 rM’000 15.661 — — — 122 traDeWinDs (M) berhaD .

investMent in JointlY controlleD entitY Group 2009 rM’000 Unquoted shares.000 RCPS of Rm1 each at an issue price of Rm1 each in its jointly controlled entity.000 15.000. PPOm had issued 10.Redeemable convertible preference shares (“RCPS”) 2008 rM’000 10.000.000 3.9.Ordinary shares .102 13. (b) Details of the jointly controlled entity are as follows: country of incorporation effective interest (%) 2009 2008 50 — name of company Principal activities Pride Palm Oil mill Sdn Bhd malaysia Investment holding annual report 2009 123 . the Group entered into an agreement with CB Industrial Product Holding Berhad (“CBIP”) to equally subscribe for 20.000 5.000 RCPS of Rm1 each which were equally subscribed by the Group and CBIP.000 — 10. at cost: .102 Share of post acquisition reserves (a) During the financial year.777) 12. As at the balance sheet date.223 10.000 (2. Pride Palm Oil mill Sdn Bhd (“PPOm”).

406 31.321 31.489 Unquoted shares in malaysia Golf membership Accumulated impairment losses 124 traDeWinDs (M) berhaD .599 (30.376 49.749 34.093 49.592 56.990 — 31.500 43.250) 163.705) (5.739 (28. other investMents Group 2009 rM’000 (a) at cost Quoted loan stocks: In malaysia Quoted shares: In malaysia Outside malaysia 2008 rM’000 company 2009 2008 rM’000 rM’000 — 2.749 191.827 (15. investMent in JointlY controlleD entitY (cont’D) (c) the Group’s aggregate share of the assets.697) 4.739 —— 191.430 32.060 56.973) 3.866 results Income Expenses (including finance costs and tax expense) Share of results 9.749 191.102 10.000 43.968 Non-current liabilities Current liabilities 11.155 496 — 37.930 3.866 40.075 (5.070 500 29 34. liabilities and income and expenses of the jointly controlled entity are as follows: Group 2009 rM’000 assets and liabilities Non-current assets Current assets 2008 rM’000 7.475 — 5.739 (28.NOtES tO tHE FINANCIAl StAtEmENtS 9.749 37.489 159.153 7.879) 9.990 — 31.739 — — 191.124) 4.250) 163.651 (32.954 159.

489 — — — — — — 163.199 9.954 163.282 140 93.489 11.859 91.467 — 1.475 5.140 2.140 — 91. intanGible assets Group 2009 rM’000 At 1 January Arising from acquisition of subsidiary companies – Note 7(d) (i).140 Analysed as: Goodwill trademarks 93.384 — 9.140 annual report 2009 125 . (iii) At 31 December 91.954 — 40 — — (700) 181 4.489 163.422 91.489 — — — — — — 163.281 3.926 9 — (400) (63) (37) (481) 4.195 254.422 2008 rM’000 87.384 — 3.467 254.10. other investMents (cont’D) Group 2009 rM’000 (b) at market value Quoted loan stocks: In malaysia Quoted shares: In malaysia Outside malaysia 2008 rM’000 company 2009 2008 rM’000 rM’000 — 689 3.195 the movements of other investments of the Group and of the Company during the financial year were as follows: Group 2009 rM’000 Carrying amount At 1 January Additions Acquisition of subsidiary company – Note 7(d) (iii) maturity of investment in malaysian Government Securities Cash distribution Disposal Reversal/(Impairment) loss recognised (net) 2008 rM’000 company 2009 2008 rM’000 rM’000 4.282 93.

NOtES tO tHE FINANCIAl StAtEmENtS 11. Crude palm oil prices ranging from Rm2. intanGible assets (cont’D) Key assumptions used in value-in-use calculations of goodwill: (a) Plantation subsidiaries the recoverable amount of a Cash Generating Unit (“CGU”) is determined based on value-in-use calculations using cash flow projections based on financial projections prepared by the management covering up to 25 years which represents the full life cycle period of the oil palms. the key assumptions on which the management has based its cash flow projections to undertake impairment testing of goodwill are: (i) (ii) Discount rate of 5. (iii) (iv) (v) (vi) the management believes that there is no reasonably possible change in the key assumptions on which the management has based its determination of the CGU’s recoverable amount which would cause the CGU’s carrying amount to materially exceed its recoverable amount. (b) manufacturing subsidiaries the key assumptions on which the management has based its cash flow projections to undertake impairment test of goodwill are: Average budgeted gross margin Average growth rate Pre-tax discount rate applied to cash flow projections 10% 7% 5% the management has determined the growth rate based on past performance and its expectations of market development. the average growth rate is consistent with the trends and expectation of the Group. Fresh fruit bunches yield ranging from 8 to 28 mt/hectare obtained from the malaysian Palm Oil Board published average yield applicable to the age of the respective estates and also based on the management’s best estimates on the estate’s performance after taking into account existing achievements. 126 traDeWinDs (M) berhaD . If the estimated projected gross margin has been 20% lower than management estimate or if the estimated pre-tax discount rate had been 20% higher than management estimate.5% and kernel extraction rate ranging from 4.000 to Rm2.100 to Rm1. Oil extraction rate ranging from 20.0% to 21.00% representing the pre-tax cost of debt of the Group as at 31 December 2009.500 per metric tonne and palm kernel price ranging from Rm1.375 per metric tonne. Estimated capital expenditure as per budget taking into consideration of future scheme of new planting and replanting. Average increase in plantation maintenance expenses of 1% to 3% per hectare.5% to 5. the discount rate used is the Group’s overall weighted pre-tax average cost of capital for that industry.5% based on the management’s best estimates after taking into account the age of the respective estates and existing achievements. the recoverable amount of the CGU will still be higher than the CGU’s net assets including the goodwill and therefore. there would still be no impairment on goodwill.

(ii) Key assumption used in value-in-use calculation the recoverable amount is determined based on value-in-use calculations using cash flow projections extrapolated based on a discount rate of 5%.568 annual report 2009 127 .308 193.568 — 2.543 — 10.983 — (2.543 1. trademarks are obtained through business combination of which.176 66 32.045) (516) 226. and (ii) (d) Sharing of common management expertise and knowledge.478) 1. in terms of: stronger bargaining power through bulk purchase economies of scales from internal chain of supply and sharing of facilities. have been assessed as having indefinite useful life.281 — 163 — 4. (iii) 12.11. the bases for annual impairment of the Group’s trademarks are as follows: (i) Allocation of trademarks trademarks are allocated to the CGU in the distribution business segment. intanGible assets (cont’D) (c) Factors contributing to the recognition of goodwill are as follows: (i) location of the CGUs which are nearby to one another is expected to provide greater synergistic benefits to the Group.193 5.379 218.438) 23 — — 1.012 3. Sensitivity to change in assumption the management is of the opinion that there is no reasonable possible change in any key assumptions mentioned in (i) and (ii) would cause the carrying value of the CGU to materially exceed their recoverable amounts.207 (13.326 — (2. DeFerreD taxation Group 2009 rM’000 Net deferred tax liabilities: At 1 January Currency translation differences Recognised in income statements Effect on reduction in tax rate (Under)/Over provision in prior years Acquisition of subsidiary companies [Note 7(d) (e)] At 31 December 2008 rM’000 company 2009 2008 rM’000 rM’000 218.

NOtES tO tHE FINANCIAl StAtEmENtS

12.

DeFerreD taxation (cont’’D) Presented after appropriate offsetting as follows: Group 2009 rM’000 Deferred tax liabilities Deferred tax assets 304,013 (77,705) 226,308 2008 rM’000 231,198 (12,655) 218,543 company 2009 2008 rM’000 rM’000 4,126 (114) 4,012 2,176 (608) 1,568

the components and movements of deferred tax liabilities and assets of the Group and of the Company during the financial year prior to offsetting are as follows: Deferred tax liabilities of the Group: accelerated capital allowances rM’000 At 1 January 2009 Acquisition of subsidiary companies Over provision in prior year Recognised in income statement 235,744 38,629 (3,217) 19,344 290,500 Offsetting At 31 December 2009 Fair value adjustment of property rM’000 156,811 24,717 (133) (5,051) 176,344

others rM’000 — (433) (5) (438)

total rM’000 392,555 62,913 (3,350) 14,288 466,406 (162,393) 304,013

At 1 January 2008 Currency translation differences (Over)/Under provision in prior year Recognised in income statement Disposal of subsidiary companies

237,939 55 (8,123) — 5,873 235,744

153,274 11 9,572 5,379 (11,425) 156,811

— — — — — —

391,213 66 1,449 5,379 (5,552) 392,555 (161,357) 231,198

Offsetting At 31 December 2008

128

traDeWinDs (M) berhaD

12.

DeFerreD taxation (cont’’D) Deferred tax assets of the Group: unutilised capital and agriculture allowances rM’000 118,029 884 (1,533) 5,855 123,235

unused tax losses rM’000 At 1 January 2009 Acquisition of subsidiary companies (Over)/Under provision in prior year Recognised in income statement 54,350 (2,990) (205) 8,163 59,318 Offsetting At 31 December 2009

others rM’000 1,633 54,382 1 1,529 57,545

total rM’000 174,012 52,276 (1,737) 15,547 240,098 (162,393) 77,705

At 1 January 2008 (Over)/Under provision in prior year Recognised in income statement

61,100 (1,248) (5,502) 54,350

135,378 2,058 (19,407) 118,029

1,559 20 54 1,633

198,037 830 (24,855) 174,012 (161,357) 12,655

Offsetting At 31 December 2008

Deferred tax liabilities of the Company: accelerated capital allowances rM’000 At 1 January 2009 Recognised in income statement At 31 December 2009 31 (30) 1

Dividend receivables rM’000 2,145 1,980 4,125

total rM’000 2,176 1,950 4,126

At 1 January 2008 Recognised in income statement At 31 December 2008

62 (31) 31

4,455 (2,310) 2,145

4,517 (2,341) 2,176

annual report 2009

129

NOtES tO tHE FINANCIAl StAtEmENtS

12.

DeFerreD taxation (cont’’D) Deferred tax assets of the Company: unutilised capital allowance rM’000 At 1 January 2009 Overprovision in prior year Recognised in income statement At 31 December 2009 608 (163) (331) 114

At 1 January 2008 Recognised in income statement At 31 December 2008

534 74 608

Deferred tax assets have not been recognised in respect of the following items: Group 2009 rM’000 Unused tax losses Unutilised capital and agriculture allowances 18,314 1,385 19,699 2008 rM’000 11,538 225 11,763

the unused tax losses and unutilised capital and agriculture allowances are available indefinitely for offset against future taxable profits of the subsidiary companies in which those items arose. Deferred tax assets have not been recognised in respect of these items as they may not be able to be offset against taxable profits of other subsidiary companies in the Group and they have arisen in subsidiary companies that have a recent history of business losses. the recognition of the deferred tax assets is dependent on future taxable profits in excess of profits arising from the reversal of existing taxable temporary differences. the evidence used to support this recognition is based on the management’s budget and relevant business plans, which shows that it is probable that the deferred tax assets would be recognised in future years.

130

traDeWinDs (M) berhaD

13.

inventories Group 2009 rM’000 at cost Raw sugar Refined sugar transhipment stock Oil palm products Consumables Cattle Nurseries Paddy and rice Raw material Finished goods 2008 rM’000

320,244 38,939 1,830 33,203 36,089 3,027 15,541 509,769 5,541 30,394 994,577

170,144 24,738 223 6,914 38,596 3,058 20,484 — — — 264,157

At net realisable value Refined sugar Oil palm products Cattle

— — 694 694 995,271

40,961 29,258 546 70,765 334,922

the inventories above are net of inventories written down to net realisable value and inventories written off amounting to Rm773,000 and Rm3,499,000 (2008: Rm9,112,000 and Nil) respectively. the Group manages the Government Rice Stockpile of 230,000 metrics tonnes. the stockpile rice held on behalf of the Government is excluded from the inventories of the Group.

annual report 2009

131

896 — — (1.494) 402 the Group’s normal trade credit terms range from 7 to 90 days (2008: 7 to 90 days).191 the relationship with the above parties is disclosed in Note 40.961 (54.144 2008 rM’000 323.207 10. Benua Haulage Sdn Bhd (“BHSB”).573 (402) 54. Kien Fatt Rice mill Sdn Bhd (“KFRmSB”) and Ban Seng Heng Rice mill Sdn Bhd (“BSH”).501 873 146. 132 traDeWinDs (M) berhaD . Other credit terms are assessed and approved on a case-by-case basis. the Group has no significant credit risk that may arise from exposure to a single receivable or to groups of receivables except for the above amounts owing by related parties. a subsidiary company of Padiberas Nasional Berhad (“BERNAS”). companies in which certain Directors of YHl Holding Sdn Bhd.665 7. In addition to the above.449 5.565.000 (2008: Nil) owing by Recent Giant Sdn Bhd (“RGSB”).535 — 186.789 Allowance for doubtful debts At 1 January Recognised in the income statement Acquisition of subsidiary company Bad debts written off At 31 December 402 244 54.191 (402) 322.817) 560.817 1. Firma Rena Sdn Bhd (“FRSB”).NOtES tO tHE FINANCIAl StAtEmENtS 14. traDe receivables Group 2009 rM’000 trade receivables less: Allowance for doubtful debts 614. Fragstar Corporation Sdn Bhd (“FCSB”).121 2008 rM’000 170. included in the Group trade receivables is an aggregate amount of Rm1.082 19. Included in the above trade receivables are amounts owing by related parties as follow: Group 2009 rM’000 Bukhary Sdn Bhd Bintulu Edible Oils Sdn Bhd lahad Datu Edible Oils Sdn Bhd Solar Green Sdn Bhd 118. BHSB and BSH. are related by virtue of their family relationship with the directors of RGSB.

956 14.7%).15.285 57 — — — 16.071 7 — — 69. Grant receivables from the Government of malaysia comprise subsidies recoverable from the Government. other receivables Group 2009 rM’000 Other receivables Dividend receivables Prepayments Deposits Interest receivables Advance to farmers Grant receivables from government 175.108. the amount owing by SGSB is unsecured.532 Allowance for doubtful debts Allowance for doubtful debts At 1 January Acquisition of subsidiary company Bad debts written off At 31 December 24 5.050.628 55 — (31) 24 — — — — — — — — Included in other receivables of the Group is balance of consideration receivable for surrender of lease amounting to Rm24.000 (2008: Rm58. the total fair value gain on financial assets held at fair value recognised in the Group’s income statements in the previous financial year was Rm1.604 — 5.950.810 — 2.432 (24) 69.080 2008 rM’000 61.532 — 10.622 1.732 — 6.900.400 (2008: Nil) being rental deposit paid to Yew Poe Hai and Yew Chor Khooi. and the latter is connected to certain directors of YHl by virtue of his family relationship.375 4. where the former is an alternate director of YHl Holding Sdn Bhd (“YHl”).320. in relation to government grants as disclosed in Note 29.105 4.000) collectible by 3 equal annual instalments using the rate of 3.313 68 — — — 10. there was no such amount recognised in the current financial year.628) 569.350.725.442 574.562 340.648 290 40.000 and Nil) respectively.766 46 6. while the amount owing by JPB represents receivable lease balance arising from the termination of sub-lease agreement as disclosed in Note 44(f).766 — 16.350. In addition to the above.000 and Rm20. other receivables of the Group include an amount of Rm5.000 (2008: 7. annual report 2009 133 . this balance is payable by JPB within 6 months from the date of the termination agreement on 2 December 2009.7% (2008: 3.000. a subsidiary company of Padiberas Nasional Berhad.000) which is stated after discounting the gross amount of Rm88.000 (2008: Rm88.408 company 2009 2008 rM’000 rM’000 49 12. Included in the Group’s other receivables are balances owing by Solar Green Sdn Bhd (“SGSB”) and Johor Port Berhad (“JPB”) amounting to Rm1. interest-free and payable on demand in cash and cash equivalents.708 (5.

580 34.219) 213.186 20.139 (25.267 25.267 — — — the amount owing by/to associated companies arising from non-trade transaction represents unsecured interest free advances.267) 34.030 338 3.974. aMount oWinG bY/to subsiDiarY coMPanies 2009 rM’000 Amount owing by subsidiary companies less: Allowance for doubtful debts 172.368 — 20.795 the amount owing by subsidiary companies represents unsecured advances which are repayable on demand. 134 traDeWinDs (M) berhaD .242 (21.872 — — - Amount owing to associated companies trade Non-trade 3. Interest is charged at rate of 5.75% (2008: 2.000) which is charged at rate of 1.0% (2008: 5.571 21.814 Group 2008 rM’000 234.790 (21.292 14.872 Analysed as: trade Non-trade Group 2008 rM’000 — — — 20. the amount owing to subsidiary companies represents unsecured interest free advances which are repayable on demand except for an amount of Rm2.0%) per annum.NOtES tO tHE FINANCIAl StAtEmENtS 16. aMount oWinG bY/(to) associateD coMPanies 2009 rM’000 Amount owing by associated companies less: Allowance for doubtful debts 60. and is repayable on demand.186 Allowance for doubtful debts At 1 January Acquisition of subsidiary company At 31 December 25.219) 151.979.023 Amount owing to subsidiary companies (a) (b) 17.000 (2008: Rm6. 17.75%) per annum.

654 454 — 454 (a) On 21 November 2008.654 454 Analysed as: Property.000 was received as at the date of this report.654 2008 rM’ 1. plant and equipment transfer at carrying amount from investment in associated companies (Note 8) Disposal Exchange difference At 31 December 454 784 — 4. (b) (c) annual report 2009 135 .18. and total payment of Rm1.031) 454 accumulated impairment loss At 1 January Reversal of impairment loss Disposal — — — — 418 — (418) — carrying amount 5.100.870 (452) (2) 5.261. the Group agreed to dispose certain plant and machinery with a carrying amount of Rm784.000. the disposal was completed during the financial year. On 7 December 2009.000 to a third party for a cash consideration of Rm1.222 454 (191) — (1. assets helD For sale the assets classified as held for sale on the consolidated balance sheet as at 31 December 2009 are as follows: Group 2009 rM’ At 1 January transfer at carrying amount (Note 3): – From property.870 5.500. the disposal is expected to be completed by may 2010.000 was received as deposit for the sale in previous financial year. plant and equipment Investment in associated companies 784 4. the non-current asset transferred from investment in associated companies relates to the disposal of investment in Asian Peninsula Corporation ltd which was completed subsequent to year end as disclosed in Note 44 (d)(iii). and the estimated gain arising from the disposal is approximately Rm716.000. plant and equipment – to property.000 for a cash consideration of Rm1. the Group entered into a sale and purchase agreement with the third party to execute the disposal.000. On 4 January 2010. of which Rm110. the Group entered into a sale and purchase agreement with a third party to dispose of a parcel of freehold land and building with a carrying amount of Rm454.

033 3.000 (2008: Rm547. the Islamic deposits are held on trust for the benefit of the Islamic Securities Investors and therefore are not available for use by the Group. 136 traDeWinDs (M) berhaD .929 — 50.197 — 103 1.095 60.273 25.000 and Rm10. (b) Included in fixed deposits above is Rm53.550 218.565 5. amounting to Rm14.641 6 68 294.349 — 68 50. traDe PaYables the normal trade credit terms granted to the Group range from 30 to 90 days (2008: 30 to 90 days).000) pledged to licensed banks for banking facilities granted to certain subsidiary companies as disclosed in Note 23. a subsidiary company of a jointly controlled entity of the Group.260 131.NOtES tO tHE FINANCIAl StAtEmENtS 19.447.00% to 3. the interest rates and maturities of other deposits range from 1.000. these amounts are unsecured.228.540 2008 rM’000 91.000) respectively.000 (2008: Rm5.929 (a) the fixed deposits above include Islamic deposits amounted to Rm5.000) in relation to the Islamic Debts Securities obtained by the Group as detailed in Note 23(b).983 2.856 3 103 120.447. interest-free and are payable on demand in cash and cash equivalents. 21.000 and Rm20.145.447.318 Included in other payables of the Group above are balances owing to minority shareholders and Solar Green Sdn Bhd. FixeD DePosits Group 2009 rM’000 licensed banks Other financial institutions 158.70%) per annum and 6 to 365 days (2008: 5 to 365 days) respectively.645 2008 rM’000 50.218 company 2009 2008 rM’000 rM’000 46.50% (2008: 2. It comprises a one return payment for Sukuk Al-Ijarah of Rm5.737 18 — 1. (c) 20.000 (2008: Rm14. other PaYables Group 2009 rM’000 Other payables Interest payables Accruals Deposits Dividend payables 157.02% to 3.145.287 1.

22.610 2.936 — — — Interest is charged at rates between 2.082 2.854 8.90% (2008: Nil) per annum. annual report 2009 137 .454 2.082 4.90% and 6. hire Purchase anD lease PaYables Group 2009 rM’000 (a) minimum hire purchase and lease payments Payable within one year Payable between one and two years Payable between one and five years 2008 rM’000 4.517 9.400 8.936 — — — — Analysed as: Repayable within twelve months Repayable after twelve months 4.529 (593) 8.402 2.936 — — — — — — less: Future finance charges Present value of hire purchase and finance lease liabilities (b) Present value of hire purchase and finance lease liabilities Payable within one year Payable between one and two years Payable between one and five years 4.

320 138 traDeWinDs (M) berhaD .245 320 51.800 — 125.800 132.NOtES tO tHE FINANCIAl StAtEmENtS 23.297 — — 190.000 — 65.009 210.616.887 170.026 100.247 645.000 1.000 702.000 159.000 134. borroWinGs Group 2009 rM’000 short term borrowings: Revolving credits _ secured – unsecured 2008 rM’000 company 2009 2008 rM’000 rM’000 175.887 65.912 1.001 3.912 461.266 — 143.066 Bill payables (unsecured) Bank overdraft (unsecured) Islamic debts securities: – Sukuk Al-Ijarah (secured) Islamic debts securities: – murabahah Commercial Papers/medium term Notes (“murabahah CP/mtN”) (secured ) 1.235.000 — 132.887 431.000 297.266 531.364 — 461.000 — 320 25.800 387.000 1.662.050 — 190.000 212.000 125.000 term loans – secured – unsecured 143.320 long term borrowings: term loans (secured) Islamic debts securities: – Sukuk Al-Ijarah (secured) 860.452 — 184.800 138.250 — 51.000 190.000 — — — 50.050 — — 65.983 322.250 184.983 2.247 — 185.000 532.045.959 69.006.

009 297.76% equity interest in BERNAS. memorandum of Deposit of up to three hundred and sixty nine million (369.00 each in BERNAS. the Company shall observe the following security covenants in respect of the Facility: (i) the aggregate value of the securities pledged shall not be less than 2 times (“minimum threshold”) of the loan outstanding at all times.000 — 320 — 190.235.000 457.364 132.00 each. memorandum of Deposit over the entire paid-up capital in Central Sugar Refineries Sdn Bhd (“CSR”) of thirty three million (33. memorandum of up to one hundred and fifty million (150. failing which.497 — — — 645.000) Irredeemable Convertible Unsecured loan Stock in tPB.320 2008 rM’000 company 2009 2008 rM’000 rM’000 (a) During the financial year.000) issued and fully paid ordinary shares of Rm1. the Company shall pledge additional security to maintain the minimum threshold within five working days.006.00 each in tradewinds Plantation Berhad (“tPB”).959 260. which shall not be lower than Rm7. the Facility is divided into 2 tranches as follow: (i) tl Facility 1: Rm544 million to finance Acquisition 1 and Acquisition 2 as disclosed in Note 44(a)(i)(1) of 53.662.50 per share at all times. annual report 2009 139 . and First legal charge over the revenue and sinking fund accounts.24% equity interest in BERNAS by way of mandatory General Offer as disclosed in Note 44(a)(i)(2).000.800 1.001 3. (ii) (iii) (iv) (v) In addition.249 1.297 125.245 320 310. (ii) In the event the security value falls below the minimum threshold.799 170.000 2.000 1. borroWinGs (cont’D) Group 2009 rM’000 total borrowings Revolving credits term loans Bill payables Bank overdraft Islamic debts securities 387.000) ordinary shares of Rm1. and tl Facility 2: Rm456 million to part finance the Company’s acquisition of the remaining 46.000 65. and the value of CSR shares shall be based on the CSR’s net assets.0 billion (“the tl Facility”) to finance the acquisition of Padiberas Nasional Berhad (“BERNAS”) as disclosed in Note 7(d)(iii) and Note 44(a)(i).000.23.000.800 512.004.000) issued and fully paid ordinary shares of Rm1. the Company obtained term loan facilities up to Rm1.000. (ii) the tl Facility is secured by way of: (i) memorandum of Deposit of up to four hundred and seventy million (470. an additional interest charge of one percent (1%) per annum shall be imposed by the lender above the interest rate.

50 5. (c) Secured revolving credits are secured by fixed charges over certain long term leasehold land of certain subsidiary companies.4. the Group had obtained the approval of the Securities Commission for the issuance of the Islamic Debt Securities via tradewinds Plantation Capital Sdn.85 .5.NOtES tO tHE FINANCIAl StAtEmENtS 23. and Rm190 million murabahah Commercial Papers/medium term Notes Programme (“murabahah CP/mtN”). borroWinGs (cont’D) (b) In the previous financial year. and Fixed deposits placed with licensed bank as disclosed in Note 19.60 4.97 3.96 .a % p.90 5.50 4. Bhd.56 - 6.70 4. the Islamic Debt Securities are secured by the first and second legal charges over the freehold land.11 2.5.5.30 3.85 .21 – 2.92 2. the Islamic Debt Securities comprise the following: (i) (ii) Rm210 million Sukuk Al-Ijarah.a 5.48 4.75 - 6.11 3.90 4.00 .70 — — — 8.57 5.60 .50 140 traDeWinDs (M) berhaD . plantations and palm oil mills owned by certain subsidiaries.8.3.30 . Other secured term loans are secured by way of: (i) the first and second legal charges over the leasehold land.a company 2009 2008 % p.02 4.13 — 5. leasehold land. plantations and palm oil mill owned by certain subsidiary companies of the Company. (d) (ii) (e) the range of interest rates on borrowings during the financial year is as follows: Group 2009 % p.66 — — — — — 4.40 8.00 4. (“tPCSB”). a special purpose company set up to facilitate the issuance of the Islamic Debt Securities.50 5. the Islamic Debt Securities are repayable by instalments of varying amounts over the periods as disclosed in Note 23(f).20 3.70 5.50 5.a term loans – fixed rate – floating rate Revolving credits Bill payables Islamic debts securities: – Sukuk Al-Ijarah – murabahah Commercial Papers Bank overdrafts 2008 % p.

312 24.000 2.000 175.245 320 Floating rate Fixed rate Fixed rate Floating rate 93. borroWinGs (cont’D) (f) Contractual terms of borrowings are as follows: total carrying amount rM’000 interest < 1 year rM’000 Maturity Profile 1 – 2 years 2 – 5 years rM’000 rM’000 > 5 years rM’000 Group 2009 unsecured – Revolving credits – Bill payables – Bank overdraft secured .000 35.murabahah Commercial Papers – Revolving credits Floating rate Floating rate Floating rate 212.217 39.000 138.662.000 30.959 Floating rate Fixed rate 106.512 100.026 — — 207.025 — — 90.000 210.000 702.000 1.887 55.23.452 46.Sukuk Al-Ijarah .000 138.000 120.000 1.006.001 3.term loans .724 — — 675.term loans .412 512.136 Fixed rate 25.875 175.750 262.375 41.049 310.387 25.150 95.364 annual report 2009 141 .000 170.000 175.580 50.000 — 116.616.006.009 2008 unsecured – Revolving credits – Bill payables – Bank overdraft secured – term loans – term loans – Islamic debts securities – Revolving credits Floating rate Floating rate Floating rate 159.001 3.959 — — — — — — — — — 212.550 860.113 144.500 45.245 320 — — — — — — — — — 159.462 108.000 170.554 36.800 1.712 133.000 — 326.Islamic debts securities .800 1.000 Floating rate Floating rate 50.000 — 90.000 195.235.679 — — 162.030 43.

NOtES tO tHE FINANCIAl StAtEmENtS 23. operates a funded.5% of cumulative salary on attainment of the retirement age of 55.000 320 — — — — — — 125.250 51. retireMent beneFit obliGations A subsidiary company.000 320 Floating rate 65.297 2008 unsecured – Revolving credits – Bank overdraft secured – term loans Floating rate Floating rate 125.250 51. the defined benefit fund is actuarially valued not less than once in every 3 years.320 — — — — — — 65. eligible employees are entitled to retirement benefits of 7. Should an employee leave after completing the qualifying period of service but before attaining the retirement age.250 51.250 184. Under the Funded Scheme. full provision has been made for retirement benefits payable to all eligible employees who have completed their qualifying period of service. the provision made for the employee is written back.000 190.747 358. Central Sugars Refinery Sdn Bhd. borroWinGs (cont’D) (f) Contractual terms of borrowings are as follows: (cont’d) total carrying amount rM’000 interest < 1 year rM’000 Maturity Profile 1 – 2 years 2 – 5 years rM’000 rM’000 > 5 years rM’000 company 2009 unsecured – Revolving credits secured – term loan Floating rate 132. defined benefit Retirement Benefit Scheme (“the Unfunded Scheme”) for its eligible employees.000 190. 142 traDeWinDs (M) berhaD .320 24.497 645. Under the Unfunded Scheme.250 358. Contributions to the Funded Scheme are to be made to a separately administered fund.050 51. based on their last drawn salaries as set out in the policies.800 — — — 132. Certain subsidiary companies provide an unfunded. the latest valuation by an independent professional actuary was carried out as at 31 December 2009.747 512. defined benefit Retirement Benefit Scheme (“the Funded Scheme”) for its eligible employees.800 Floating rate 51.

340 2008 rM’000 4. retireMent beneFit obliGations (cont’D) (a) the amounts recognised in the balance sheet are determined as follows: Group 2009 rM’000 Present value of funded defined benefit obligations Present value of unfunded defined benefit obligations Fair value of plan assets 4.229 69.921 2008 rM’000 818 622 (382) 8 70 (187) (31) 918 annual report 2009 143 .444 7.171 (b) the amounts recognised in the income statement are as follows: Group 2009 rM’000 Current service cost Interest cost Expected return on plan assets Amortisation of actuarial loss Amortisation of transitional liability Net transition asset recognised during the financial year Actuarial gain/loss total (Included in staff costs) 1.536 (5.111 73.432 (1.713 6.171 Unrecognised actuarial loss Unrecognised net transition asset Net liability Analysed as: Current liabilities Non-current liabilities 4.536 971 (231) 17 — (372) — 1.070 (1.767 74.702) 972 73.344 6.605) 1.688 (5.385) 74.548) 6.340 458 5.24.

294 359 240 (262) (187) 4.340 2008 rM’000 5.660 — 932 382 (438) 7.536 144 traDeWinDs (M) berhaD .156 1.171 66.921 (908) 73.171 (d) Changes in the present value of funded defined benefit obligation during the financial year are as follows: Group 2009 rM’000 At 1 January Service cost Interest cost Benefits paid Actuarial loss/(gain) due to actual experience At 31 December 4.691 — 918 (438) 6.156 1.214 690 (908) 74.444 323 281 (335) 54 4. retireMent beneFit obliGations (cont’D) (c) movements in the net liability during the financial year are as follows: Group 2009 rM’000 At 1 January Acquisition of subsidiary companies (Note 7) Recognised in the income statement Contributions paid At 31 December 6.688 2008 rM’000 6.767 2008 rM’000 4.NOtES tO tHE FINANCIAl StAtEmENtS 24.536 66.444 (e) Changes in the present value of unfunded defined benefit obligation during the financial year are as follows: Group 2009 rM’000 At 1 January Acquisition of subsidiary companies (Note 7) Service cost Interest cost Benefits paid At 31 December 7.

0 2008 % 5.000 500.555) 5.983 382 (262) (1.6.8 .000 500.6 3.471 296.24.8 4.000 Issued and fully paid 296.0 25.385 2008 rM’000 6.6.5 5.0 .6 5.471 annual report 2009 145 .7. retireMent beneFit obliGations (cont’D) (f) Changes in the fair value of plan assets during the financial year are as follows: Group 2009 rM’000 At 1 January Expected return on plan assets Contributions paid Actuarial loss on plan asset At 31 December 5.000 500.6.0 .548 Principal actuarial assumptions used: Group 2009 % Discount rate Expected return on plan assets Price inflation Expected rate of salary increase 6. share caPital Group/company 2009 number of shares ’000 Ordinary shares of Rm1 each: Authorised amount rM’000 number of shares ’000 2008 amount rM’000 500.0 .5 3.471 296.5 5.548 231 (335) (59) 5.471 296.

540 497 779.392 960.053 685.967 84. the Company has exempt income amounting to approximately Rm14.230. In addition. 1967 for dividend payment purposes.358.171 3.684 10. (ii) Non-distributable capital reserve represents a transfer from revenue reserve arising from the issuance of bonus issue by certain subsidiary companies.208 the movements in each category of reserve are reflected in the statements of changes in equity. Capital reserve (i) Distributable capital reserve comprises surpluses arising from disposals of quoted investments and government acquisitions of land in previous years.NOtES tO tHE FINANCIAl StAtEmENtS 26.000 (2008: Rm477. where the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation.000 (2008: Rm14.176.154 2.077 1. It is also used to record the exchange differences arising from monetary items which form part of the Group’s net investment in foreign operations. this tax exempt income is subject to agreement by the Inland Revenue Board. Companies with Section 108 credits as at 31 December 2007 may continue to pay franked dividends until the Section 108 is exhausted or up to the maximum allowed time frame until 31 December 2013 whichever is earlier unless they opt to disregard the Section 108 credits to pay single-tier dividend under the special transitional provisions of the Finance Act 2008. companies are not required to have tax credits under Section 108 of the Income tax Act. (b) (c) Retained profits Under the single-tier system which came into effect from year of assessment 2008.171 3. Dividends under this system are tax exempt in the hands of shareholder.537 2.171 — — 84.171 — — 1.000 (2008: Rm217.075.684 26.077. reserves Group 2009 rM’000 Non-distributable: Share premium Capital reserve Exchange translation reserve Distributable: Retained profits Capital reserve 2008 rM’000 company 2009 2008 rM’000 rM’000 84. the Company has sufficient tax credit under Section 108 of the Income tax Act. Subject to agreement by the Inland Revenue Board. (a) Exchange translation reserve the exchange translation reserve is used to record foreign currency exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from the Group’s presentation currency.000) out of its retained profits as at 31 December 2009.000) available for distribution as tax exempt dividends to shareholders as at 31 December 2009.074.077 1. 146 traDeWinDs (M) berhaD .310.923 84.466. 1967 available to frank dividend payments of approximately Rm195.208 694.358.540 497 770. the remaining profits of Rm490.000) can be distributed as exempt dividends under the single-tier tax system.

531 7.726 207 — — 129 — 2. revenue Revenue of the Company includes dividend income.200 5. interest income and management fees.087 16.178 905.451 28.069.149 66. Group 2009 rM’000 analysis of revenue Sales of goods – manufacturing and trading – Plantation management fee Interest income from – subsidiary companies – quoted loan stocks – others Dividend from shares held in – subsidiary companies 2008 rM’000 company 2009 2008 rM’000 rM’000 1.062 167 — — 159 — 1.398 862. sales of refined sugar and molasses.767. Revenue of the Group includes sales of palm products.310. plant and equipment – assets held for sale – prepaid lease payments Gain on financial assets held at fair value (Note 15) Rental income Interest income from: – fixed deposits with licensed banks – a related party (Note 40) – others Dividend income from quoted shares Unrealised loss on foreign exchange Reversal of impairment loss on other investment (net) Excess of fair value of net assets acquired over purchase consideration Realisation upon liquidation of an associated company Bad debts recovered 2008 rM’000 company 2009 2008 rM’000 rM’000 79 266 648 86 — 1.050 1.838 4.336 758.743 4.800 129 82.349 94.494 1.27.800 159 55. other oPeratinG incoMe Other operating income includes: Group 2009 rM’000 Gain on disposal of : – other investments – property.566 — — 1.648 2.351 — — 221 — 183 1. sales of rice. interest income and management fees.447 — 33 — — — — 32 — 92 — — — — — — — — — — — — — — 36 — — — — — — — — — — — — — annual report 2009 147 .377 1.316 — — 600 5.961 883 7 332 181 14.

30.921 8.349 1. raW Materials anD consuMables useD Raw materials and consumables used is arrived at after crediting: Group 2009 rM’000 Government grants 287.082 2008 rM’000 — the above grants represent total subsidies received during the current financial year to subsidise the price of refined sugar and rice. staFF costs Staff costs include: Group 2009 rM’000 Pension cost – defined contribution plans – employees Pension cost – defined benefit plan 2008 rM’000 company 2009 2008 rM’000 rM’000 9.NOtES tO tHE FINANCIAl StAtEmENtS 29.538 918 858 — 694 — 148 traDeWinDs (M) berhaD .

893 320 49 2.814 8.other emoluments .hire purchase .fees .000 494 967 3 — — 2 2.236 — 13 8.Note 10 loss on disposal of prepaid lease payments loss on disposal of property. Finance costs Group 2009 rM’000 Interest expense on: .989 44 — 55.249 annual report 2009 149 .003 615 154 4.31.328 25 20.benefits-in-kind Impairment loss on other investments .other emoluments .033 48.current year .853 3.489 — — 48.benefits-in-kind Charitable contributions for Albukhary International University Other directors .000 — — — — — — — — — — 262 — — — 60 — 10 — — 85 529 24 — — — — — — — — — — — 118 — — — 32.under provision in prior years Other services Allowance for doubtful debts Bad debts written off Company directors .678 914 506 36 — 60 — 27 — — 85 542 — 10.Note 5 Rental expenses . other oPeratinG exPenses Other operating expenses include: Group 2009 rM’000 Auditors’ remuneration: Statutory audit .766 — 48 9.489 9.premises .017 20 3.fees .813 554 8 76 — 3 181 937 57 — 265 271 9 481 43 — — 3.other equipment and vehicles Realised loss on foreign exchange Realised loss on commodity swap 2008 rM’000 company 2009 2008 rM’000 rM’000 634 9 49 244 107 155 1.subsidiary companies 2008 rM’000 company 2009 2008 rM’000 rM’000 54. plant and equipment written off .borrowings .Note 3 Plantation development expenditure written off . plant and equipment loss on disposal of associated companies lease rental of warehouse Property.

270) (1.155 (10) 756 — — — (389) — — — 23 — — 11.131 883 1.870 61.281 — 2.050 (23) 9.000 of chargeable income for certain subsidiary companies Reduction in tax rate used in deferred tax Share of results in joint venture Current year loss not eligible to be carried forward tax expense for the financial year 245.281 (2.729 2.193 2.962) (2.415) 67.045) (610) — — 1.193 (554) (210) (13.200 8.076 76.516) 13.007) total income tax expense 74.NOtES tO tHE FINANCIAl StAtEmENtS 33. taxation 2009 rM’000 tax expense for the financial year: – malaysian income tax Deferred tax (Note 12): – Relating to origination and reversal of temporary differences – Reduction in income tax rate 10.200 14.045) (4.965 (389) — (389) 11.484 18.438) 23 (2.690 (1.808 77.339 Domestic income tax is calculated at the malaysian statutory tax rate of 25% (2008: 26%) of the estimated assessable profit for the financial year.761 company 2009 2008 rM’000 rM’000 15.871 (3.535 32.470 1.120 74.478) 18.454 — — — 1.467 (8.131 Group 2008 rM’000 298.183) 19.321 163 1.965 42.962) (2.207 (13.902 11.326 — 10. A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows: 2009 rM’000 Profit before taxation taxation at statutory tax rate of 25% (2008: 26%) Income not subject to tax Expenses not deductible for tax purposes Utilisation of reinvestment allowance Utilisation of previously unrecognised tax losses and capital allowances Deferred tax assets not recognised (Over)/Under provision of taxation in prior years (Over)/ Under provision of deferred taxation in prior years Effect of different tax rates in other countries Reduction in statutory tax rate on first Rm500.408 (1.321 163 — — — — — 18.478) (807) 984 76.566 company 2009 2008 rM’000 rM’000 32.566 1.812 Group 2008 rM’000 55.635) 3.964 (498) — 3.415 883 1.535 150 traDeWinDs (M) berhaD .326 (Over)/Under provision in prior years: – malaysian income tax – Deferred tax (Note 12) (1.

563 139. annual report 2009 151 . proposed for financial year 2007 paid in financial year 2008 22.484 (2008: 296.562 2008 rM’000 160. (b) there is no diluted earnings per share as the Company does not have any potential dilutive ordinary shares as at financial year end.00 each issued on 28 February 2006. At the forthcoming Annual General meeting.459 On 23 February 2010.117.235 28.735 5.180 166. DiviDenDs Group/company 2008 2009 rM’000 rM’000 Final dividend of 10 sen gross less 25% income tax.618 1. proposed for financial year 2008 paid in financial year 2009 Interim dividend of 10 sen gross less 26% income tax Final dividend of 13 sen gross less 26% income tax. 35.000 in respect of the current financial year.000 ICUlS (“tPB ICUlS”) of Rm1.470.470.521 50. earninGs Per share attributable to equitY holDers oF the coMPanY (a) the earnings per share is calculated after taking into consideration of the 100 million new ordinary shares which will be mandatorily converted on the maturity date arising from tradewinds Plantation Berhad’s 160.235 — — 21. payable on 21 may 2010.000 in respect of the financial year ended 31 December 2009 will be proposed for shareholders’ approval.938 — 22. the Company declared an interim dividend of 10 sen gross per share less 25% income tax amounting to Rm22. a final dividend of 5 sen gross per share less 25% income tax amounting to Rm11.000.298 the Group’s weighted average number of ordinary shares in issue during the financial year is 296. Net profit for the financial year attributable to equity holders of the Company used in computing the earnings per share has been adjusted as follows: Group 2009 rM’000 Net profit attributable to equity holders of the Company Effect of assumed conversion of tPB ICUlS Net profit attributable to equity holders of the Company including assumed conversion of tPB ICUlS 137.484).34.235.

the Company has.000 573.000 7.407 2008 rM’000 — — — — — the amounts were not included in the assets and liabilities of the Group.Authorised and contracted for . become the holding company of Padiberas Nasional Berhad (“BERNAS”). the movement of the paddy price subsidy account which represents the paddy price subsidy to be distributed to the registered paddy farmers on behalf of the Government are as follows: Group 2009 rM’000 Balance at 1 January Add: Government subsidy funds received Interest income less: Payments made during the financial year Balance at 31 December 74. the Government shall deposit the fund under the Paddy Price Subsidy Scheme into bank accounts with licensed banks or financial institutions and operated by BERNAS for the sole purpose of disbursement of subsidies.030 (599. Pursuant to the Corporation Agreement dated 12 January 1996.341 532. caPital coMMitMents Group 2009 rM’000 Property.Authorised and contracted for Subscription of redeemable convertible preference shares in a jointly controlled entity: .Authorised but not contracted for Plantation development expenditure: .284 60.Authorised but not contracted for Acquisition of subsidiary companies: .000 1.NOtES tO tHE FINANCIAl StAtEmENtS 36.207 — — — 1.209 — — 152 traDeWinDs (M) berhaD . 37.210 49.964) 7.352 — — — 1.Authorised and contracted for 5.734 — — — — 150.677 — 259.803 43. PaDDY Price subsiDY account As disclosed in Note 7(d)(iii).210 2008 rM’000 company 2009 2008 rM’000 rM’000 83.749 62. the unutilised portion of the fund is to be placed into fixed deposits accounts with licensed banks or financial institutions approved by the Government. plant and equipment: .Authorised and contracted for . during the year.149 78. BERNAS is vested with the responsibility to administer the Government’s Paddy Price Subsidy Scheme.399 67.495 225.

On 7 may 2006. On 20 may 2009. by commission or omission. BERNAS lodged an appeal to Judge in Chambers against the Senior Assistant Registrar’s decision pertaining to BERNAS’ striking out application which was fixed for decision on 20 may 2009. BERNAS had upon advice by its solicitors. Rebate of Rm760.38. continGent liabilities Group 2009 rM’000 Corporate guarantee for credit facilities granted to third parties under the “Skim Industri Pertanian” 2008 rM’000 company 2009 2008 rM’000 rM’000 — 46 — — 39. A declaration that BERNAS. committed a fraud upon the minority shareholders of the Joint Venture Company and/or abuse of power. the Court of Appeal has yet to fix the hearing date for the Notice of Appeal filed by BERNAS. 1965 and in equity on the damages at 8% per annum from August 2003 until payment. Interest under Section 11 of the Civil law Act. the Judge in Chambers dismissed BERNAS’ appeal with costs. General damages of Rm112 million to be paid by BERNAS to the Joint Venture Company. the Senior Assistant Registrar dismissed BERNAS’ application to strike out. and (ii) (iii) (iv) (v) (vi) (vii) Injunction and Costs and other relieves as the Courts deem just. Material litiGations (a) Padiberas Nasional Berhad (“BERNAS”). KBK is seeking the following: (i) A declaration that BERNAS violated the terms of the Joint Venture Agreement (“JVA”) by not complying with its duties and obligations as a member/partner of Formula timur Sdn Bhd (“the Joint Venture Company”). On 7 may 2007. annual report 2009 153 . and was wrongful and invalid. On 23 June 2006. BERNAS filed an application to strike out the said Statement of Claim on the ground that there was no valid cause of action.000. instructed its solicitors to file a Notice of Appeal at the Court of Appeal against the decision of the Judge in Chambers. a subsidiary of the Company was served with a Writ and Statement of Claim dated 14 October 2005 by Konsortium Pemborong Beras (melayu) Kelantan Sdn Bhd (“KBK”) and was named as the First Defendant. A declaration that BERNAS’ action in stopping the supply of rice to the Joint Venture Company was contrary to the provision of the JVA.

the civil suit is brought by the Plaintiffs against BERNAS and 24 others (“the Defendants”) for. Damages to be assessed. On 3 march 2008. vexatious and/or is an abuse of process of the Court. inter alia. BERNAS’ solicitors had on 17 April 2008. A declaration that the Defendants had. and Instruct BERNAS to resume selling. Material litiGations (cont’D) (b) On 27 march 2006. (iii) (iv) (v) In relation to the civil suit filed by the Plaintiffs against the Defendants. respectively for further mention. BERNAS was served with a sealed copy of a Summons in Chambers dated 3 march 2006 by KBK for an interlocutory injunction. the following claims: (i) (ii) A declaration that the 2000 Voluntary Separation Scheme initiated by BERNAS is void and of no effect.NOtES tO tHE FINANCIAl StAtEmENtS 39. the Court dismissed BERNAS Application to strike out the 2nd to 12th Defendants from being the party to the suit. hiring and supplying rice to any third party or allowing any activities which may compete with the business of the Plaintiff. frivolous. BERNAS had given instruction to its solicitors to set aside the said injunction application. the Court has yet to fix the date for KBK’s application for injunctive relief and discovery. by unlawful means. the matter has been fixed for further case management on 14 may 2010 pending the parties’ compliance with the case management directions. (ii) (iii) the Court had granted Order In terms for the BERNAS Application to strike out the 21st Defendants with cost payable to BERNAS but dismissed BERNAS Application to strike out the 2nd to 12th Defendants on 3 September 2007. Interest and costs. conspired and combined together to defraud or injure the Plaintiffs. and Such further or other orders as the Court deems fit. hiring and supplying rice to the Plaintiff. (c) BERNAS was served with a Writ of Summons and Statement of Claim dated 5 may 2006 initiated by A Halim Bin Hamzah and 291 others (“the Plaintiffs”). (ii) KBK’s application for injunctive relief and discovery which had been fixed for 22 June 2009 had been adjourned to 2 September 2009 and 26 October 2009. scandalous. 154 traDeWinDs (M) berhaD . BERNAS had filed Summons in Chambers pursuant to Order 12 Rule 7 and/or Order 18 Rule 19 (“the Order”) of the Rules of the High Court 1980 (“BERNAS Application”) for the following: (i) that the Writ and Statement of Claim as against the said Defendants be struck out as it discloses no reasonable course of actions. However. Alternatively. the followings: (i) Restrain BERNAS from selling. filed a Statements of Defence for 2nd to 12th Defendants. a declaration that the Defendants had acted in furtherance of a wrongful conspiracy to injure the Plaintiffs. that the costs of the said Order to be borne by the Plaintiffs. inter alia.

(ii) – (iii) (iv) (v) Interest at the rate of 8% per annum from 1 January 2004 to the date of payments as ordered by the Court. the Retirement/termination Benefits be paid directly to them. directions or relief that the Court deems fit and appropriate. death or a disability are entitled to the Retirement/termination Benefits provided for in clause 7. the Retirement/termination Benefits be paid directly to them. allowed BERNAS’ application to amend the memorandum of Appeal and the Notice of Appeal. Material litiGations (cont’D) (d) On 6 June 2006. the Retirement/termination Benefits be paid into their accounts at the Employment Provident Fund. and for those Plaintiffs who have not attained the age of retirement of 55 years as at the date of the order. Such further orders. An order that BERNAS pays the Retirement/termination Benefits due to the Plaintiffs as follows:– for those Plaintiffs who have attained the age of retirement of 55 years as at the date of the order. As of to date. Costs to be paid by BERNAS to the Plaintiffs. the Retirement/termination Benefits be paid into their accounts at the Employment Provident Fund. (ii) – annual report 2009 155 .39. and for those Plaintiffs who have not attained the age of retirement of 55 years as at the date of the order. (e) On 4 January 2010.3 of the ‘terma dan Syarat Perkhidmatan Kumpulan Eksekutif dan Kumpulan Bukan Eksekutif’ and in clause 5. the Court of Appeal has yet to fix the hearing date for the Notice of Appeal filed by BERNAS. BERNAS was served with a sealed copy of Originating Summons and Affidavit in Support (“the Plaintiffs Application”) affirmed by Zainon Bt Ahmad for and on behalf of the 690 others (“the Plaintiffs”) for the following claims: (i) A declaration that the Plaintiffs as employees of BERNAS whose service of employment has been terminated before attaining the age of 55 due to reasons other than that of compulsory retirement.3 of the ‘terma dan Syarat Perkhidmatan Kumpulan Eksekutif dan Kumpulan Bukan Eksekutif’ and in clause 5. optional retirement. BERNAS was served with a sealed copy of Originating Summons and Affidavit in Support (“the Plaintiffs Application”) affirmed by Rahman Bin Samud for and on behalf of the 242 others (“the Plaintiffs”) for the following claims: (i) A declaration that the Plaintiffs as employees of BERNAS whose service of employment has been terminated before attaining the age of 55. on 24 August 2009. due to reasons other than that of compulsory retirement. optional retirement. An order that BERNAS pays the Retirement/termination benefits due to the Plaintiffs as follows:– for those Plaintiffs who have attained the age of retirement of 55 years as at the date of the order.5 of the ‘Buku Panduan Kumpulan Eksekutif dan Bukan Eksekutif’. the Court of Appeal had. death or a disability are entitled to the Retirement/termination Benefits provided for in clause 7.5 of the ‘Buku Panduan Kumpulan Eksekutif dan Bukan Eksekutif’. the Court had on 13 march 2008 allowed the Plaintiffs’ application with cost and BERNAS had instructed its solicitors to file Grounds of Appeal to the Court of Appeal.

40. Such further orders. BERNAS was served with a sealed copy of Originating Summons and Affidavit in Support (“the Plaintiffs Application”) affirmed by Rahman Bin Samud for and on behalf of the 242 others (“the Plaintiffs”) for the following claims: (cont’d) (iii) (iv) (v) Interest at the rate of 8% per annum from 1 January 2004 to the date of payment as ordered by the Court.NOtES tO tHE FINANCIAl StAtEmENtS 39.961 — — 7. directions or relief that the Court deems fit and appropriate.800 — 5.800 — Interest expenses paid to: – Subsidiary companies — — 48 13 management and agency fees from: – Subsidiary companies – Solar Green Sdn Bhd i — 207 — 168 1. BERNAS had given instructions to its solicitors to file reply in defence against the Plaintiffs’ application. the Court has fixed 14 June 2010 as the date for the hearing of the plaintiffs’ application on the above mentioned civil suit.743 4.349 55. siGniFicant relateD Parties transactions (a) In addition to the transactions detailed elsewhere in the financial statements.477 5.200 — 600 — 156 traDeWinDs (M) berhaD . the Group and the Company had the following transactions with related parties during the financial year: Group 2009 rM’000 Dividend income from: – Subsidiary companies 2008 rM’000 company 2009 2008 rM’000 rM’000 — — 82. Costs to be paid by BERNAS to the Plaintiffs.838 4.149 Interest income from: – Subsidiary companies – Quoted loan stocks issued by subsidiary company – Bukhary Sdn Bhd ix. Material litiGations (cont’D) (e) On 4 January 2010.x — — 1.

Gula Padang terap Plantations Sdn Bhd ix — 34 — — Purchase of insurance from: – tradewinds International Insurance Brokers Sdn Bhd vi 5.644 — — annual report 2009 157 .Southern Edipro Packaging Sdn Bhd xix .40.Asian Net Sdn Bhd xvii . iv 6. the Group and the Company had the following transactions with related parties during the financial year: (cont’d) Group 2009 rM’000 Premise/Office rental paid to: .660 8.tSH Realty Sdn Bhd xx .730 83 — Provision of agency services and distributorship of goods from: – Bukhary Sdn Bhd ix. iii 108 38 — — Purchase of raw materials from: – Agri-Sabah Fertilizer Sdn Bhd ii.Zelan Corporation Sdn Bhd xii .Eternal Promenade Sdn Bhd xix .779 — — Purchase of packing materials from: – tego Sdn Bhd ii. v 2.735 6.Yew Chye Seng.377 — — Procurement of engineering works from: – minsec Engineering Services Sdn Bhd ii.Sin Hock Soon trading Sdn Bhd xix . a director of a subsidiary company 25 — — — Rental income from: .121 3. siGniFicant relateD Parties transactions (cont’D) (a) In addition to the transactions detailed elsewhere in the financial statements.467 3. x 7.Joo Seng Edar Sdn Bhd xvi 2008 rM’000 company 2009 2008 rM’000 rM’000 92 73 97 384 124 15 28 35 — — — — — — 92 — — — — — — 35 — — — — — — Premise rental paid to: .

546 155.JP logistics Sdn Bhd xii .Iman Cargo transportation and Freight Sdn Bhd xiii.811 500 384 87 365 371 48 6.970 — — Purchase of sugar cane from: – Gula Padang terap Plantations Sdn Bhd ix — 10. v 2008 rM’000 company 2009 2008 rM’000 rM’000 412 502 — — Purchase of chemicals and resins from: – Chemquest trading (m) Sdn Bhd ii.034 — — — — 158 traDeWinDs (M) berhaD .melia Best Sdn Bhd xiii.Bintulu Edible Oils Sdn Bhd ii.855 — — — — — — — — — — — — — — — — — — — — — — Sale of fresh fruit bunches to: . xiv . xi . xiv .393 3. siGniFicant relateD Parties transactions (cont’D) (a) In addition to the transactions detailed elsewhere in the financial statements.610 164.587 53.Nagoya Agency xviii .445 3.Xeng Heng Sdn Bhd xix .NOtES tO tHE FINANCIAl StAtEmENtS 40.756 208.231 314 — — Sale of refined sugar to: – Bukhary Sdn Bhd ix. viii 49. the Group and the Company had the following transactions with related parties during the financial year: (cont’d) Group 2009 rM’000 Procurement of waste management services from: – Sitamas Environmental Systems Sdn Bhd ii.SKS transport Sdn Bhd ix.097 — — Provision of logistics and transportation services from: .159 27. viii .Joo Seng Edar Sdn Bhd xvi 6.Solar Green Sdn Bhd i 1.Sin Hock Soon transport Sdn Bhd xix . x 203.781 — — Sale of crude palm oil and palm kernel to: – lahad Datu Edible Oils Sdn Bhd ii. v 55 18 — — Purchase of natural gas from: – Gas malaysia Sdn Bhd vii 31.

(ii) (iii) (iv) (v) annual report 2009 159 . Grenfell Holdings Sdn Bhd. tego Sdn Bhd is a subsidiary company of FFm. PPB was deemed to have interest in Agri-Sabah Fertilizer Sdn Bhd through PPB Oil Palms Berhad. FFm Berhad (“FFm”) and associated company. the Group and the Company had the following transactions with related parties during the financial year: (cont’d) Group 2009 rM’000 Sale of rice to: – Associated companies 2008 rM’000 company 2009 2008 rM’000 rM’000 41.40. PPB was deemed as a major shareholder of the Company until 6 January 2010.245 — — — Purchase of rice from: – Faiza marketing Sdn Bhd xiii – Jasmine Rice mill (Kerpan) Sdn Bhd xv 250 200 — — — — — — Sale of rice to: – Recent Giant Sdn Bhd – JS Sasaran trading xvi – Joo Seng Enterprise xvi – Pasar mini Enterprise xiii xix 984 337 89 200 — — — — — — — — — — — — the above transactions have been entered into in the normal course of business and have been established on commercial terms that are not materially different from those obtainable in transactions with unrelated parties: (i) Solar Green Sdn Bhd (“SGSB”) was a subsidiary of the former ultimate holding company.700 — — — Purchase of rice from: – Associated companies 44. SGSB subsequently became a subsidiary of a jointly controlled entity of the Group with effect from 1 August 2008. tradewinds Corporation Berhad. minsec Engineering Services Sdn Bhd and Sitamas Environmental Systems Sdn Bhd are subsidiaries of Chemquest Sdn Bhd. siGniFicant relateD Parties transactions (cont’D) (a) In addition to the transactions detailed elsewhere in the financial statements. Pursuant to Section 6A of the Act. tradewinds Corporation Berhad ceased to be the ultimate holding company with effect from 21 February 2008 and thereafter SGSB became a company in which a major shareholder of the Company has interest until 31 July 2008. Chemquest Sdn Bhd is a subsidiary company of PPB. FFm is in turn a wholly-owned subsidiary company of PPB. PPB Group Berhad (“PPB”) had an indirect interest in the Company through its subsidiary company.

97% equity interest in the Company.99% equity interest in Restu Jernih Sdn Bhd. (ix) tuan Syed Azmin bin Syed Nor is the brother of tan Sri Dato’ Sri Syed mokhtar Shah bin Syed Nor and a nonindependent/non-executive director of the Company. Chuah Seong tat. tuan Syed Azmin bin Syed Nor is also a director of KHSB Equity Sdn Bhd (“KHSB Equity”). a non-independent/nonexecutive director of the Company and Encik Ahmed Kamil bin P m mustafa Kamal.11% subsidiary of Jalinan Semangat Sdn Bhd. tradewinds Corporation Berhad. 1965. PGEO Group Sdn Bhd is in turn a 100% subsidiary of Wilmar International limited. (x) Bukhary Sdn Bhd (“BSB”) is an indirect subsidiary of KHSB Equity. a director of Gula Padang terap Sdn Bhd. Zelan Corporation Sdn Bhd is a wholly-owned subsidiary of Zelan Holdings (m) Sdn Bhd which in turn is a wholly-owned subsidiary of tronoh Consolidated malaysia Berhad. the interest income from BSB comprises late payment charges on trade debts that are owing more than 90 days. JP logistics Sdn Bhd is a wholly-owned subsidiary of Johor Port Berhad which in turn is a wholly-owned subsidiary of mmC Corporation Berhad. Gula Padang terap Plantations Sdn Bhd. are both directors of BSB. the Group and the Company had the following transactions with related parties during the financial year: (cont’d) (vi) tradewinds International Insurance Brokers Sdn Bhd (“tIIBSB”) is a subsidiary company of the former ultimate holding company.NOtES tO tHE FINANCIAl StAtEmENtS 40. is a 84. (vii) Gas malaysia Sdn Bhd is a subsidiary company of mmC Corporation Berhad which is 51. a wholly owned subsidiary company of Indra Cita Sdn Bhd whose major shareholder is tan Sri Dato’ Sri Syed mokhtar Shah bin Syed Nor (with 99. tan Sri Dato’ Sri Syed mokhtar Shah bin Syed Nor is a director and substantial shareholder. Seaport terminal (Johore) Sdn Bhd and mmC Corporation Berhad pursuant to Section 6A of the Companies Act. holding 99. tradewinds Corporation Berhad ceased to be the ultimate holding company with effect from 21 February 2008 and thereafter tIIBSB became a company in which a major shareholder of the Company has interest. siGniFicant relateD Parties transactions (cont’D) (a) In addition to the transactions detailed elsewhere in the financial statements.99% equity interest). tan Sri Dato’ Sri Syed mokthar Shah bin Syed Nor is deemed to be a substantial shareholder of tronoh Consolidated malaysia Berhad due to his direct and indirect interest in Indra Cita Sdn Bhd. Interest is charged at a rate of 6.4% equity interest. (xi) SKS transport Sdn Bhd is an indirect subsidiary of KHSB marketing Sdn Bhd (“KmSB”). the holding company of Perspective lane (m) Sdn Bhd which in turn holds 42. Jalinan Semangat Sdn Bhd is a 93% subsidiary of Paramount Dimension (m) Sdn Bhd which in turn is a subsidiary of KHSB Equity. Encik Ahmed Kamil bin P m mustafa Kamal is also a major shareholder and a director of KHSB Equity.5%) per annum. a company in which PPB has 18.5% (2008: 6. mr. KmSB is in turn a 79% subsidiary of KHSB Equity.76% owned by Seaport terminal (Johore) Sdn Bhd. a subsidiary company of the Company. (xii) 160 traDeWinDs (M) berhaD . (viii) PGEO Group Sdn Bhd holds 100% and 45% equity interest in Bintulu Edible Oils Sdn Bhd and lahad Datu Edible Oils Sdn Bhd respectively.

hold substantial interest in Faiza marketing Sdn Bhd and Pasar mini Enterprise. lim Kian lai@lim Kean lai who is a director of Jasmine Food Corporation Sdn Bhd. Sin Hock Soon transport Sdn Bhd. (xvi) mr. Note 15. a subsidiary company of Padiberas Nasional Berhad. Aroma Beras Edar and Joo Seng Edar Sdn Bhd. (xx) mr. tan Gee Huat and mr. the Group and the Company had the following transactions with related parties during the financial year: (cont’d) (xiii) Faiza Bawumi bt Syed Ahmad and Najwa bt Abu Bakar who are directors of Syarikat Faiza marketing Sdn Bhd. Note 17. Sin Hock Soon trading Sdn Bhd and Southern Edipro Packaging Sdn Bhd are companies connected to certain directors of YHl Holdings Sdn Bhd. (xviii) Nagoya Agency is an entity owned by a person connected to certain directors of Jasmine Rice mill (tunjang) Sdn Bhd and Jasmine Rice Products Sdn Bhd. have substantial financial interest.599 890 193 2008 rM’000 5. annual report 2009 161 . holds substantial financial interest in Jasmine Rice mill (Kerpan) Sdn Bhd. (xv) mr. a subsidiary company of Padiberas Nasional Berhad. a subsidiary company of Padiberas Nasional Berhad. (xvii) Asian Net Sdn Bhd is a company in which certain directors of Jasmine Food Corporation Sdn Bhd. and Note 21. subsidiary companies of Padiberas Nasional Berhad.159 210 38 691 103 52 (c) Key management personnel comprises directors and executives of the Group and of the Company. tee Sin Kong who are directors of JS Jasmine Sdn Bhd. (b) Information regarding outstanding balances arising from related party transactions is disclosed in Note 14. hold substantial interest in tSH Realty Sdn Bhd. Eternal Promenade Sdn Bhd. siGniFicant relateD Parties transactions (cont’D) (a) In addition to the transactions detailed elsewhere in the financial statements. subsidiary companies of Padiberas Nasional Berhad. who have authority and responsibility for planning.40. (xix) Recent Giant Sdn Bhd. (xiv) Iman Cargo transportation and Freight Sdn Bhd and melia Best Sdn Bhd are companies in which a son of Faiza Bawumi bt Syed Ahmad has substantial financial interest. tee Sin Joo and mr. tho lai Hock who are directors of tong Seng Huat Sdn Bhd. Note 16.553 562 104 company 2009 2008 rM’000 rM’000 1. Information regarding compensation of key management personnel is as follows: Group 2009 rM’000 Short term employee benefits Defined contribution plan Benefits-in-kind 8. hold substantial financial interest in Joo Seng Enterprise. by virtue of their family relationship. Xeng Heng Sdn Bhd. JS Sasaran trading. a subsidiary company of Padiberas Nasional Berhad. directing and controlling the activities of the Group and of the Company either directly or indirectly. a subsidiary company of Padiberas Nasional Berhad.

NOtES tO tHE FINANCIAl StAtEmENtS 41. interestbearing borrowings and expenses. results.510) 304. Investment holding and provision of management services. Segment revenue.069.870 (74. Property development and property investment.864 34.689 166.310. (a) business segments the main business segments of the Group comprise the following: manufacturing and trading Plantation manufacture and sale of refined sugar and rice.131) 171.661 245. Cultivation of oil palm. assets and liabilities include items directly attributable to a segment and those where a reasonable basis of allocation exists.879) 2. Unallocated items mainly comprise interest-earning assets and revenue.460) (250) 334. and corporate assets and expenses. management and Investment Property 2009 Manufacturing and trading rM’000 Plantation rM’000 Management and investment rM’000 Property rM’000 total rM’000 revenue Sales to external customers 1. processing and sale of palm products and the provision of plantation management and advisory services.398 results Segment results Unallocated income Unallocated expenses Profit from operations Finance costs Share of results in jointly controlled entity Share of results in associated companies Profit before taxation taxation Net profit for the financial year 177.121 (55.033) (5.336 758. the accounting policies of the segments are consistent with the accounting policies of the Group. seGMent inForMation – GrouP Segment information is primarily presented in respect of the Group’s business segment which is based on the Group’s management and internal reporting structure. Segment capital expenditure is the total cost incurred during the financial year to acquire segment assets that are expected to be used for more than one financial year.726 336 - 2.767 (65.885 (9.739 162 traDeWinDs (M) berhaD .

818 72 224.404 annual report 2009 163 .845 559 123.41.522.593.204 798 2.061 844.652 — — 224.685 other information Capital expenditure Unallocated capital expenditure total capital expenditure 50.830 3.596 95.677.404.323 12.223 277.013 116.407 2.043. seGMent inForMation – GrouP (cont’D) (a) business segments (cont’d) Management and investment rM’000 2009 Manufacturing and trading rM’000 Plantation rM’000 Property rM’000 total rM’000 assets Segment assets Investment in associated companies Investment in jointly controlled entity Unallocated assets total assets 2.855 783.869 5.890 Depreciation and amortisation Unallocated depreciation and amortisation 27.249 — — 122.015 232.130 6.676.166 174.809.691 liabilities Segment liabilities Unallocated liabilities total liabilities 1.726 51.792 560.

NOtES tO tHE FINANCIAl StAtEmENtS

41.

seGMent inForMation – GrouP (cont’D) (a) business segments (cont’d) Manufacturing and trading rM’000 Management and investment rM’000

2008

Plantation rM’000

Property rM’000

total rM’000

revenue Sales to external customers

862,178

905,062

326

1,767,566

results Segment results Unallocated income Unallocated expenses Profit from operations Finance costs Share of results jointly controlled entity Profit before taxation taxation Net profit for the financial year

78,076

278,224

(8,922)

1,045

348,423 11,106 (15,334) 344,195 (48,489) 3,102 298,808 (76,566) 222,242

assets Segment assets Investment in associated companies Investment in jointly controlled entity Unallocated assets total assets

684,352

2,251,963

335,972

51,722

3,324,009 20,832 13,101 91,700 3,449,642

liabilities Segment liabilities Unallocated liabilities total liabilities

56,134

160,769

943

755

218,601 1,493,260 1,711,861

other information Capital expenditure Unallocated capital expenditure total capital expenditure

38,892

169,848

208,740 220 208,960

164

traDeWinDs (M) berhaD

41.

seGMent inForMation – GrouP (cont’D) (a) business segments (cont’d) Manufacturing and trading rM’000 19,954 Management and investment rM’000 —

2008

Plantation rM’000 92,793

Property rM’000 —

total rM’000 112,747 644 113,391

Depreciation and amortisation Unallocated depreciation and amortisation

Significant non-cash expenses other than depreciation, amortisation and impairment losses

3,678

3,678

(b)

Geographical segments In determining the geographical segments of the Group, segment revenue is based on the geographical location of customers. Segment assets and segment capital expenditure are based on geographical location of assets. Malaysia rM’000 2009 Revenue Assets Capital expenditure indonesia rM’000 singapore rM’000 hong Kong rM’000 australia rM’000 others rM’000 total rM’000

1,932,588 5,508,451 224,890

13,134 186 —

89,258 7,192 —

11,879 146 —

9,810 811 —

12,729 4,674 —

2,069,398 5,521,460 224,890

2008 Revenue Assets Capital expenditure

1,669,772 3,317,173 208,960

13,634 2,581 —

49,228 2,442 —

17,008 286 —

9,517 1,006 —

8,407 521 —

1,767,566 3,324,009 208,960

annual report 2009

165

NOtES tO tHE FINANCIAl StAtEmENtS

42.

Financial instruMents (a) Financial risk management objectives and policies the Group’s financial risk management policy is to ensure that adequate financial resources are available for the development of the Group’s operations whilst managing its financial risks, including foreign currency exchange risk, interest rate risk, market risk, price fluctuation risk, credit risk, liquidity and cash flow risk. Foreign currency exchange risk the Group is exposed to foreign currency risk on sales, purchases, assets and liabilities that are denominated in a currency other than Ringgit malaysia. the Group maintains a natural hedge which includes foreign exchange contract to minimise the foreign exchange exposure by matching foreign currency income with foreign currency costs. the net unhedged financial assets and financial liabilities of the Group and of the Company that are not denominated in their functional currencies are as follows: united states Dollar rM’000 canadian Dollar rM’000 singapore Dollar rM’000

(b)

Functional currency

total rM’000

Group 2009 Investments in associated companies 16,731 — — 16,731

Other investments

3,499

3,499

trade receivables

9,075

9,075

Other payables

23

173

196

Assets held for sale

4,315

4,315

Cash and bank balances

4,037

4,037

Borrowings

20,012

20,012

166

traDeWinDs (M) berhaD

42.

Financial instruMents (cont’D) united states Dollar rM’000 canadian Dollar rM’000 singapore Dollar rM’000

Functional currency

total rM’000

Group 2008 Investments in associated companies — — 20,832 20,832

Other investments

3,499

3,499

trade receivables

7,081

7,081

Cash and bank balances

972

972

Amount owing to associated companies

20,186

20,186

company 2009 Other Investments — 3,499 — 3,499

2008 Other Investments — 3,499 — 3,499

As at the balance sheets date, the Group entered into forward exchange contracts with the following notional amount and maturity: notional amount 2009 2008 rM’000 rM’000

Maturity Forwards used to hedge trade payables - United States Dollars Within 1 year

40,788

annual report 2009

167

do not affect the carrying amounts of the investments. (e) liquidity and cash flow risk the Group seeks to achieve a flexible and cost effective borrowing structure to ensure that the projected net borrowing needs are covered by available committed facilities. Fair values the carrying amounts of cash and cash equivalents.NOtES tO tHE FINANCIAl StAtEmENtS 42. there were no significant concentrations of credit risk other than as disclosed in Note 14 and Note 15. Financial instruMents (cont’D) (c) Interest rate risk the Group’s income and operating cash flows are substantially independent of the changes in market interest rates. sugar and rice. trade and other receivables. the Group also maintains a certain level of cash and cash convertible investments to meet its working capital requirements. the Group manages its risk through established guidelines and policies. Credit risk the Group’s exposure to credit risk arises mainly from receivables. Receivables are monitored on an ongoing basis via management reporting procedure and action is taken to recover debts when due. except where an impairment occurs or a permanent loss in value can be foreseen. (g) Price fluctuation risk the Group. amount owing by/to subsidiary companies and associated companies. Debt maturities are structured in such a way to ensure that the amount of debt maturing in any one year is within the Group’s ability to repay and/or refinance. selling forward in the physical market and by entering into foreign exchange contracts. (d) (h) 168 traDeWinDs (M) berhaD . the risk of loss in value is minimised via thorough analysis before making the investments and continuous monitoring of the performance and risk of the investments made. the maximum exposure to credit risk for the Group is the carrying amount of the financial assets shown in the balance sheet. At the balance sheet date. trade and other payables. and where deemed prudent. and short term borrowings approximate their respective fair values due to the relatively short term nature of these financial instruments. Interest rate exposure arises from the Group’s borrowings and deposits. Equity investments classified as non-current assets are held for long-term. in the normal course of business is exposed to price fluctuation risk on commodities particularly on palm oil. the Group does not use derivative financial instruments to manage equity risk. Changes in market values of long-term investments. the Group manages such exposure by maintaining a prudent mix of fixed and floating rate banking facilities. (f) market risk the Group’s exposure to market risk arises mainly from changes in equity prices. the Group mitigates its risk to the price volatility through constantly monitoring the movement of the commodities prices.

526 ^ 208.floating interest rates Islamic debts securities (Note 23) Contingent liabilities (Note 35) company Financial assets Investment in quoted shares Investment in quoted loan stocks (Note 9) Financial liabilities term loans (Note 23) . It is not practicable to estimate the fair value of contingent liabilities reliably due to the uncertainties of timing.floating interest rates * @ Fair value rM’000 carrying amount rM’000 2008 Fair value rM’000 4.559 185. Financial instruMents (cont’D) (h) Fair values (cont’d) the aggregate fair values of the other financial assets and long term liabilities as at the balance sheets date are as follows: 2009 carrying amount rM’000 Group Financial assets Investment in quoted shares Investment in unquoted shares Financial liabilities term loans (Note 23) .fixed interest rates .156 * 4.000 — 103.42.150 ^ 189.188 258 4.384 461.499 159. It is not practicable to estimate the fair value of long term loan with floating interest rates due to the fluctuation of interest rates and foreign exchange. the fair value of long term borrowings is estimated based on the quoted market prices for the same or similar issues or on the current rates available for borrowings with the same maturity profile.394 * 107.247 ^ — — It is not practicable to estimate the fair value of the unquoted investment due to lack of transacted prices.375 210.424 753. ^ the fair values of investment in quoted shares.107 @ 3.391 — 220.990 3.499 159.195 254.384 3. quoted loan stocks and malaysian Government Securities are estimated based on quoted market prices. annual report 2009 169 .806 148 10.537 102.990 9.467 254. cost and eventual outcome.000 46 212.

FRS 7: Financial Instruments: Disclosures and IC Interpretation 9: Reassessment of Embedded Derivatives IC Interpretation 9: Reassessment of Embedded Derivatives IC Interpretation 10: Interim Financial Reporting and Impairment IC Interpretation 11: FRS 2 .Group and treasury Share transaction IC Interpretation 13: Customer loyalty Programmes IC Interpretation 14: FRS 119 . aMenDMents to Frs anD ic interPretation not Yet aDoPteD At the date of authorisation of these financial statements. minimum Funding Requirements and their Interaction Amendments to FRSs contained in the document entitled “Improvements to FRSs (2009)” FRS 1: First-time Adoption of Financial Reporting Standards FRS 3: Business Combinations FRS 127: Consolidated and Separate Financial Statements Amendments to FRS 2: Share-based Payment Amendments to FRS 5: Non-current Assets Held for Sale and Discontinued Operations Amendments to FRS 138: Intangible Assets Amendments to IC Interpretation 9: Reassessment of Embedded Derivatives IC Interpretation 12: Service Concession Arrangements 1 July 2009 January 2010 January 2010 January 2010 January 2010 January 2010 January 2010 1 1 1 1 1 1 1 January 2010 1 January 2010 1 January 2010 1 1 1 1 1 January January January January January 2010 2010 2010 2010 2010 1 January 2010 1 1 1 1 1 July July July July July 2010 2010 2010 2010 2010 1 July 2010 1 July 2010 1 July 2010 170 traDeWinDs (M) berhaD . Jointly Controlled Entity or Associate Amendments to FRS 2: Share-based Payment – Vesting Conditions and Cancellations Amendments to FRS 132: Financial Instruments: Presentation Amendments to FRS 139: Financial Instruments: Recognition and measurement.NOtES tO tHE FINANCIAl StAtEmENtS 43.the limit on a Defined Benefit Asset. revised FRSs. neW Frss. amendments to FRSs and IC Interpretations that have been issued by the malaysian Accounting Standards Board (“mASB”) but are not yet effective: effective date for financial period beginning on or after FRS 8: Operating Segments FRS 4: Insurance Contracts FRS 7: Financial Instruments: Disclosures FRS 101: Presentation of Financial Statements (Revised) FRS 123: Borrowing Costs FRS 139: Financial Instruments: Recognition and measurement Amendments to FRS 1: First-time Adoption of Financial Reporting Standards and FRS 127: Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary. Issues Committee (“IC”) Interpretations. the Group and the Company have not applied the following Financial Reporting Standards (“FRSs”).

Factor used to identify the entity’s reportable segments.paragraphs 95A. type of products and services from which each reportable segment derives its revenues. (a) FRS 8: Operating Segments this FRS requires the entity to disclose the following: (i) (ii) Segment information based on the information reviewed by the entity’s chief decision maker.43. revised FRSs. the total amount of revenues from each such customer. the amounts of additions to non-current assets other than financial instruments. whether management has chosen to organise the entity around differences in products and services. If revenues from transactions with a single external customer amount to 10 per cent or more of an entity’s revenues. amendments to FRSs and IC Interpretations will have no material impact on the financial statements of the Group upon their initial adoption.16 and 97E Amendments to FRS 1: limited Exemption from Comparative FRS 7 Disclosures of First-time Adopters Amendments to FRS 7: Improving Disclosures about Financial Instruments 1 July 2010 1 July 2010 1 July 2010 1 January 2010 1 march 2010 1 January 2011 1 January 2011 the Group and the Company plan to adopt the abovementioned FRSs. postemployment benefit assets and rights arising under insurance contracts. including the basis of organisation (for example. 97AA and 97AB . deferred tax assets. IC Interpretations. neW Frss. (iii) (iv) (v) annual report 2009 171 . amendments to FRSs and IC Interpretations which are relevant to the Company’s operation when they become effective.paragraphs 11. or a combination of factors and whether operating segments have been aggregated). and the identity of the segment or segments reporting the revenues. geographical areas. regulatory environments. the Directors of the Group and of the Company anticipate that the application of the above FRSs. Unless otherwise described below. aMenDMents to Frs anD ic interPretation not Yet aDoPteD (cont’D) effective date for financial period beginning on or after IC Interpretation 15: Agreements for the Construction of Real Estate IC Interpretation 16: Hedges of a Net Investment in a Foreign Operation IC Interpretation 17: Distributions of Non-cash Assets to Owners Amendments to FRS 132: Financial Instruments: Presentation . IC Interpretations. Information about the extent of its reliance on its major customers. the entity shall disclose that fact.

and the nature and extent of risks arising from financial instruments to which an entity is exposed and how these risks are managed. Any remaining interest in the entity is re-measured to fair value. and quantitative disclosures providing information about the extent to which an entity is exposed to risk. All nonowner changes in equity (i. a statement of financial position is required at the beginning of the earliest comparative period following a change in accounting policy. with contingent payments classified as debt subsequently re-measured through the income statement. comprehensive income) are required to be presented in one statement of comprehensive income or in two statements (a separate income statement and a statement of comprehensive income). aMenDMents to Frs anD ic interPretation not Yet aDoPteD (cont’D) (b) FRS 7: Financial Instruments: Disclosures this new standard requires disclosures in financial statements that enable users to evaluate the significance of financial instruments for the entity’s financial position and performance. this standard requires both qualitative disclosures describing management’s objectives. all payments to purchase a business are to be recorded at fair value at the acquisition date. All acquisition related cost should be expensed. FRS 101: Presentation of Financial Statements this standard requires an entity to present. with some significant changes. Components of comprehensive income are not permitted to be presented in the statement of changes in equity. In addition. the standard also specifies the accounting when control is lost.NOtES tO tHE FINANCIAl StAtEmENtS 43. FRS 3: Business Combinations the revised standard continues to apply the acquisition method to business combinations. FRS 127: Consolidated and Separate Financial Statements the revised standard requires the effects of all transactions with non-controlling interest to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. in a statement of changes in equity. the correction of an error or the reclassification of items in the financial statements. Other main changes include the requirement to allocate losses to noncontrolling interests “NCI” (formerly known as minority interest). based on information provided internally to the entity’s key management personnel. neW Frss. derecognition and measurement of an entity’s financial instruments and for hedge accounting. even if it results in the NCI to be in a deficit position. For example. policies and processes for managing those risks. FRS 101 does not have any impact on the Group’s and the Company’s financial position or results. there is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. all owner changes in equity. and a gain or loss is recognised in profit or loss. (c) (d) (e) (f) 172 traDeWinDs (M) berhaD . FRS 139: Financial Instruments: Recognition and measurement this standard establishes the principles for the recognition.e.

If there are no minimum funding requirements. and that it does not depend on how the Group intends to use the surplus. as well as distributions that give owners a choice of receiving either non-cash assets or a cash alternative. the liability to pay a dividend shall be recognised when the dividend is appropriately authorized and is no longer at the discretion of the Group. At the end of each reporting period.43. aMenDMents to Frs anD ic interPretation not Yet aDoPteD (cont’D) (g) IC Interpretation 14: FRS119 . If there is a minimum funding requirement for contributions relating to the future accrual of benefits. (i) annual report 2009 173 . this Interpretation also applies to distributions in which all owners of the same class of equity instruments are treated equally. the carrying amount of the dividend payable shall be remeasured and any changes shall be recognised in equity. the implementation of this interpretation will change the Group’s revenue recognition to take place at the time of delivery instead of recognised based on the percentage of completion method. (h) IC Interpretation 15: Agreements for the Construction of Real Estate this new interpretation provides guidance on accounting for revenue from the construction of real estate where the Group undertakes a property development project. the Group does not expect any impact on the financial statements arising from the adoption of this Interpretation. minimum Funding Requirements and their Interaction this Interpretation applies to all post-employment defined benefits and other long-term employee defined benefits. A right to refund is available to the Group in stipulated circumstances and the economic benefit available shall be measured as the amount of the surplus at the balance sheet date less any associated costs. the Group and the Company have applied the transitional provisions in FRS 7 and FRS 139 which exempt entities from disclosing the possible impact arising from initial application of the respective standards on the financial statements of the Group and the Company. the economic benefit available shall be determined as a reduction in future contributions as the lower of the surplus in the plan and the present value of the future service cost to the Group. neW Frss. this Interpretation clarifies that an economic benefit is available if the Group can realise it at some point during the life of the plan or when the plan liabilities are settled. the dividend payable shall be estimated by considering the fair value of both alternatives and the associated probability of the owners’ selection. At the settlement date. the economic benefit available shall be determined as a reduction in future contributions at the present value of the estimated future service cost less the estimated minimum funding required in each financial year.the limit on a Defined Benefit Asset. any difference between the carrying amounts of the assets distributed and the carrying amount of the dividend payable shall be recognised in profit or loss. the liability shall be measured at the fair value of the assets to be distributed. IC Interpretation 17: Distributions of Non-cash Assets to Owners this Interpretation applies to non-reciprocal distributions of non-cash assets by the Group to its owners in their capacity as owners. If the Group gives its owners a choice of receiving either a non-cash asset or a cash alternative.

NOtES tO tHE FINANCIAl StAtEmENtS

44.

siGniFicant events DurinG the Financial Year During the financial year, the following significant events took place: (a) Acquisition of subsidiary companies: (i) Padiberas Nasional Berhad (“BERNAS”) the Company had on 28 August 2009 entered into conditional share sale agreements with the following parties:1. Wang tak Company limited to acquire 148,281,100 ordinary shares of Rm1.00 each (“BERNAS Shares”) in BERNAS representing 31.52% equity interest in BERNAS for a total cash consideration of Rm308,424,688 on the basis of Rm2.08 per BERNAS Share (“Acquisition 1”); and Gandingan Bersepadu Sdn Bhd (“GBSB”) to acquire 104,599,485 BERNAS Shares representing 22.24% equity interest in BERNAS for a total cash consideration of Rm217,566,928.80 on the basis of Rm2.08 per BERNAS Share (“Acquisition 2”) pursuant to a dividend-in-specie exercise of BERNAS Shares by a subsidiary of GBSB, namely Budaya Generasi (m) Sdn Bhd (“BGSB”) which was a substantial shareholder of BERNAS.

2.

GBSB and BGSB were parties acting in concert (“PAC”) with the Company pursuant to the malaysian Code on take-overs and mergers, 1998 (“Code”) and upon completion of Acquisition 1, the Company and its PAC collectively hold 62.31% equity interest in BERNAS. Accordingly, pursuant to Section 33A of the Securities Commission Act, 1993 and Section 6 of the Code, the Company extended an unconditional mandatory general offer (“mGO”) for the remaining 322,120,400 BERNAS Shares not owned by the Company when Acquisition 1 became unconditional on 28 October 2009 at Rm2.08 per BERNAS Share. Acquisition 1 and 2 were completed on 2 November 2009 and 20 January 2010 respectively. the mGO was closed on 9 December 2009. As at the closing date, the Company received acceptances to the Offer of 18.81% of the BERNAS Shares and BERNAS became a subsidiary of the Company with a total controlling interest of 50.33%. Details of the net assets acquired and effect on the acquisition is disclosed in Note 7(d)(iii). (ii) Northern Intergrated Agriculture Sdn Bhd (“NIA”) On 21 August 2009, tradewinds Plantation Berhad (“tPB”) entered into a conditional Sale and Purchase Agreement with Gerak mashyur (malaysia) Sdn Bhd (“GmSB”) for the acquisition of 700,000 ordinary shares of Rm1.00 each, representing 70% of the equity interest of NIA for a total cash consideration of Rm50.36 million. NIA is a property development company and was established as a joint venture vehicle between GmSB and Perbadanan Kemajuan Negeri Kedah to undertake the development of the second border town between malaysia and thailand known as “Bandar Sempadan Kota Putra”. NIA owns 5 parcels of leasehold agriculture land located at Kota Putra, mukim Batang tunggang Kiri, Daerah Padang terap, Negeri Kedah measuring in aggregate approximately 2,612.99 acres (“NIA lands”) of which 169.44 acres had been surrendered to the Government following completion of their project in November 2008. 1,115.02 acres of the NIA lands had been planted with rubber trees whilst the remaining land has the benefit of an approved master Plan for the development of Bandar Sempadan Kota Putra. the acquisition of NIA was completed on 23 October 2009.

174

traDeWinDs (M) berhaD

44.

siGniFicant events DurinG the Financial Year (cont’D) (a) Acquisition of subsidiary companies: (cont’d) (iii) masretus Oil Palm Plantation Sdn Bhd (“masretus”) On 3 April 2009, Retus Plantation Sdn Bhd entered into an agreement to acquire the entire issued and paid-up capital of masretus Oil Palm Plantation Sdn Bhd comprising 100,000 ordinary shares of Rm1 each for a cash consideration of Rm7,208,000. Prisma Spektra Sdn Bhd (“PSSB”) On 26 October 2009, tPB acquired the entire shareholding of PSSB for a cash consideration of Rm2.0. PSSB is an investment holding company. On 30 October 2009, PSSB entered into a conditional Share Sale Agreement with Semi Bayu Sdn Bhd for the acquisition of 125,709,000 ordinary shares of Rm1 each, representing the entire issued and paid-up capital of mARDEC Berhad (“mardec”) for a total purchase consideration of Rm150.0 million (“Proposed Acquisition of mardec”), which shall be payable in the following manner:(1) a first instalment of Rm45.0 million or 30% of the purchase consideration to be paid on the completion date; and a second instalment of Rm105.0 million or 70% of the purchase consideration to be paid on or before the last day of a period of 9 months from the completion date (or such longer period as the parties may mutually agree in writing).

(iv)

(2)

mardec is an investment holding company and through its local and overseas subsidiary and associated companies, is involved in the processing and trading of natural rubber and the manufacturing of value-added rubber and polymer products. the Proposed Acquisition of mardec is conditional upon the fulfilment and satisfaction of the following conditions precedent:(1) (2) (3) (4) the approval of the Economic Planning Unit of the Prime minister’s Department; the approval of the existing financier(s) of mardec, if required; the approval of the shareholders of tPB at a general meeting to be convened; tPB and PSSB being satisfied with the results and findings of the financial and legal due diligence investigations into mardec and its subsidiaries and if applicable, the satisfactory resolution and determination of any issues arising from the due diligence investigations; and other requisite approvals, if any.

(5) (b)

Dissolution of an associated company On 30 September 2009, tmall limited, a 20% owned associate of Quek Shin & Sons Pte ltd, which is an indirect subsidiary of the Company was voluntarily dissolved.

annual report 2009

175

NOtES tO tHE FINANCIAl StAtEmENtS

44.

siGniFicant events DurinG the Financial Year (cont’D) (c) Application for striking-off of subsidiary companies On 30 December 2009, Gugusan Induk Sdn Bhd, Insan Delima Sdn Bhd, JtOP lebir Plantation Sdn Bhd and teon Choon Quarry Sdn Bhd, the dormant indirect subsidiaries of the Company, submitted applications to the Companies Commission of malaysia for striking off. Disposal of associated companies by BERNAS (i) On 20 November 2008, BERNAS entered into a Sale and Purchase Agreement to dispose of its entire shareholding of 2,856,000 ordinary shares of Rm1.00 each in Keongco Holdings Sdn Bhd (“KHSB”), representing 20% of the issued and paid-up capital of KHSB for a total cash consideration of Rm1,428,000 to the existing shareholders of KHSB. the said disposal was completed during the financial year. (ii) On 20 November 2008, a wholly owned subsidiary of BERNAS, BERNAS Overseas (l) ltd. (“BOl”) entered into a Sale and Purchase Agreement with Keongco Holdings Sdn Bhd to dispose of its entire shareholding of 12,000 ordinary shares of United States Dollar One (USD1.00) each in Keongco Overseas limited (“KOl”), representing 20% of the issued and paid-up capital of KOl for a total cash consideration of USD12,000. the said disposal was completed during the financial year. (iii) On 17 September 2009, a wholly owned subsidiary of BERNAS, BERNAS Overseas (l) ltd. (“BOl”) entered into a Sale and Purchase Agreement with thai Hue (2511) Co. ltd and Huay Chuan Rice Co. ltd in respect of the disposal of BOl’s entire 49% equity interest held in Asian Peninsula Corporation limited for a cash consideration of Baht 40,000,000 or equivalent to Rm4,240,000. the said disposal was completed on 12 march 2010. (e) Additional interest in associated company On 2 December 2009, BERNAS entered into a conditional Share Sale and Purchase Agreement (“SAA”) with Johor Port Berhad (“JPB”) for the acquisition of 12,000,000 ordinary shares of Rm1.00 each which is equivalent to 75% of equity interest in BERNAS logistic Sdn. Bhd. (“BlSB”) from JPB for a purchase consideration of Rm11,760,000. the SAA is yet to be completed as at todate and upon completion of the SAA, BlSB will be a wholly owned subsidiary of BERNAS. termination of Sub-lease Agreement On 2 December 2009, BERNAS entered into a termination Agreement to terminate the Sub-lease Agreement between Johor Port Berhad (“JPB”) dated 6 October 2005 (“termination Agreement”). Subsequent to the completion of the termination Agreement, the vacant possession of the warehouses had been surrendered by BERNAS to JPB, and JPB is to refund Rm20,725,000 as full and final settlement within 6 months from the date of the termination Agreement.

(d)

(f)

176

traDeWinDs (M) berhaD

45.

subsiDiarY anD associateD coMPanies (a) the subsidiary companies and shareholdings therein are as follows:

name of company

country of incorporation

effective interest (%) 2009 2008

Principal activities

Direct holding: Central Sugars Refinery Sdn Bhd * Gula Padang terap Sdn Bhd Delta Delights Sdn Bhd malaysia malaysia malaysia 100 100 100 100 100 100 Sugar refining Sugar refining Investment holding and management Dormant Cultivation of oil palm and production of crude palm oil Ceased operations Dormant Investment holding and provision of management services Procure, collect, process, import, export, purchase rice, paddy and other grains, activities in relation to the distribution of rice and investment holding

Permai Palm Fibre Sdn Bhd Retus Plantation Sdn Bhd

malaysia malaysia

100 60

100 60

Sovereign Place Sdn Bhd tradewinds Oil Palm Berhad + * tradewinds Plantation Berhad

malaysia malaysia malaysia

100 100 70

100 100 70

+ * #

Padiberas Nasional Berhad

malaysia

50

annual report 2009

177

subsiDiarY anD associateD coMPanies (cont’D) (a) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 Principal activities indirect holding: subsidiary companies of Delta Delights sdn bhd: Delta Delights (Cambodia) Co ltd tradewinds Cambodia Co ltd tradewinds Realty Co ltd * Croesus limited Cambodia 100 100 Dormant Cambodia Cambodia Hong Kong 100 100 100 100 100 100 Dormant Property development Investment holding subsidiary company of croesus limited: @ * HBt Realty Company limited subsidiary company of retus Plantation sdn bhd: masretus Oil Palm Plantation Sdn Bhd malaysia 60 — Dormant Vietnam 70 70 Dormant subsidiary companies of tradewinds Plantation berhad: Amalan Penaga (m) Sdn Bhd Bahtera Bahagia Sdn Bhd * Barisan tekad Sdn Bhd Binu Plantations Sdn Bhd malaysia malaysia malaysia malaysia 70 49 49 70 70 49 49 70 Investment holding Cultivation of oil palm Cultivation of oil palm Cultivation of oil palm and production of crude palm oil Cultivation of oil palm Investment holding * * Ibok Plantation Sdn Bhd Johore tenggara Oil Palm Berhad malaysia malaysia 70 70 70 70 178 traDeWinDs (M) berhaD .NOtES tO tHE FINANCIAl StAtEmENtS 45.

45. ltd. Syarikat ladang Sawit Cherul Sdn Bhd teon Choon Realty Company Sdn Berhad tradewinds Agro Services Sdn Bhd tradewinds Plantation Services Sdn Bhd tradewinds Plantation management Sdn Bhd tradewinds Plantation Capital Sdn Bhd malaysia 49 — * * * malaysia Singapore malaysia 70 70 70 — 70 70 Investment holding Cultivation of oil palm Cultivation of oil palm * malaysia 70 70 Cultivation of oil palm * malaysia 70 70 Plantation management and advisory services Plantation management and advisory services Plantation management and advisory services Sole and specific purpose of undertaking Islamic Securities transaction * malaysia 70 70 * malaysia 70 70 * malaysia 70 70 annual report 2009 179 . subsiDiarY anD associateD coMPanies (cont’D) (a) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 49 49 Principal activities Kumpulan Kris Jati Sdn Bhd malaysia Cultivation of oil palm and production of crude palm oil Cultivation of oil palm Cultivation of oil palm Cultivation of oil palm and production of crude palm oil Cultivation of oil palm and production of crude palm oil Property development * * ladang Chendana Sdn Bhd ladang mawar Sdn Bhd ladang Permai Sdn Bhd malaysia malaysia malaysia 70 70 70 70 70 70 * ladang Serasa Sdn Berhad malaysia 70 70 * Northern Intergrated Agriculture Sdn Bhd Prisma Spektra Sdn Bhd Quek Shin & Sons Pte.

NOtES tO tHE FINANCIAl StAtEmENtS 45. subsiDiarY anD associateD coMPanies (cont’D) (a) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 70 70 Principal activities * tradewinds Plantech Sdn Bhd malaysia technical support and advisory services Cultivation of oil palm and rubber tradewinds Corridor Sdn Bhd malaysia 70 70 subsidiary companies of amalan Penaga (M) sdn bhd: Amalan Pelita Pasai Sdn Bhd Arah Bersama Sdn Bhd melur Gemilang Sdn Bhd malaysia malaysia malaysia 42 49 49 42 49 49 Cultivation of oil palm Cultivation of oil palm Cultivation of oil palm and production of crude palm oil Dormant Cultivation of oil palm Senandung masyhur Sdn Bhd tradewinds tanjung Alan Plantation Sdn Bhd trans Kenyalang Sdn Bhd Usaha Wawasan Sdn Bhd subsidiary companies of Johore tenggara oil Palm berhad: * * * * * * Agromaju landscape Sdn Bhd Agromaju Sendirian Berhad Barisan Perangsang Sdn Bhd Gugusan Induk Sdn Bhd Insan Delima Sdn Bhd JtOP lebir Plantation Sdn Bhd malaysia malaysia 59 49 59 49 malaysia malaysia 59 49 59 49 Cultivation of oil palm Cultivation of oil palm malaysia malaysia malaysia malaysia malaysia malaysia 70 70 36 70 70 70 70 70 36 70 70 70 Ceased operations Cultivation of oil palm Ceased operations Investment holding Ceased operations Dormant 180 traDeWinDs (M) berhaD .

Plantation sdn bhd: * ladang Sungai Relai Sdn Bhd malaysia 49 49 Cultivation of oil palm subsidiary company of teon choon realty company sdn berhad: * teon Choon Quarry Sdn Bhd subsidiary companies of northern intergrated agriculture sdn bhd: * * NIA Development Sdn Bhd NIA Infrastructure Sdn Bhd malaysia malaysia 34 34 — — Dormant Dormant malaysia 70 70 Ceased operations annual report 2009 181 .P. Plantation Sdn Bhd Permodalan Pelangi Sdn Bhd Pertanian Johor tenggara Sdn Bhd Semai Segar Sdn Bhd malaysia malaysia malaysia 70 70 70 70 70 70 * malaysia 70 70 * * tanah Semai Sdn Bhd Uni-Agro Plantations (trengganu) Sdn Bhd malaysia malaysia 70 70 70 70 subsidiary company of M. subsiDiarY anD associateD coMPanies (cont’D) (a) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 70 70 Principal activities * ladang Petri tenggara Sdn Bhd malaysia Cultivation of oil palm and production of crude palm oil Investment holding Cultivation of oil palm Cultivation of oil palm and animal husbandry Cultivation of oil palm and agriculture contractors Cultivation of oil palm Cultivation of oil palm * * * m.P.45.

distributor and supplier of rice Investment holding Paddy seed production Investment holding Processing and trading of rice Investment holding trader. distributor and supplier of rice Offshore investment holding company Dormant * * * * malaysia malaysia malaysia malaysia 26 50 50 50 — — — — * * BERNAS Dominals Sdn Bhd Edaran BERNAS Nasional Sdn Bhd BERNAS Overseas (l) limited malaysia malaysia 50 40 — — * malaysia 50 — * BERNAS Engineering & technology Sdn Bhd P.B Construction & Supplies Sdn Bhd BERNAS Realty & Development Sdn Bhd malaysia 50 — * malaysia 50 — Dormant * malaysia 50 — Dormant 182 traDeWinDs (M) berhaD . BERNAS Agrotech Sdn Bhd Beras Corporation Sdn Bhd malaysia 50 — * malaysia 31 — trader. distributor and supplier of rice Dormant * Syarikat Faiza Sdn Bhd malaysia 26 — * Consolidated BERNAS United Distributors Sdn Bhd Jasmine Food Corporation Sdn Bhd YHl Holding Sdn Bhd BERNAS Seed Pro Sdn. Bhd. subsiDiarY anD associateD coMPanies (cont’D) (a) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 Principal activities subsidiary companies of Padiberas nasional berhad: * * BERNAS Production Sdn Bhd Era Bayam Kota Sdn Bhd malaysia malaysia 50 30 — — Rice processing trader. distributor and supplier of rice trader.NOtES tO tHE FINANCIAl StAtEmENtS 45.

distributor and supplier of rice trader. distributor and supplier of rice trader. malaysia malaysia malaysia malaysia malaysia malaysia malaysia malaysia malaysia Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant * thailand 48 — Processing and trading of rice and other related food product subsidiary company of consolidated bernas united Distributors sdn bhd: * machind Realty Sdn Bhd malaysia 50 — Dormant subsidiary companies of Jasmine Food corporation sdn bhd: * Jasmine Food (Ipoh) Sdn Bhd malaysia 26 — trader.45. subsiDiarY anD associateD coMPanies (cont’D) (a) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 50 50 50 50 50 50 50 50 50 — — — — — — — — — Principal activities * * * * * * * * * BERNAS Utama Sdn Bhd BERNAS Perdana Sdn Bhd Belikmat Corporation Sdn Bhd BERNAS (Sabah) Sdn Bhd BERNAS (Sarawak) Sdn Bhd BERNAS Fisheries Sdn Bhd BERNAS-KmE Sdn Bhd BERNAS Agrogreen Sdn Bhd BERNAS Project & Development Sdn Bhd BERNAS International trading ltd. distributor and supplier of rice letting properties * Jasmine Food (Johor Bahru) Sdn Bhd Jasmine Food (Alor Setar) Sdn Bhd Jasmine Khidmat & Harta Sdn Bhd malaysia 26 — * malaysia 26 — * malaysia 26 — annual report 2009 183 .

distributor and supplier of rice trader. distributor and supplier of rice trader.NOtES tO tHE FINANCIAl StAtEmENtS 45. distributor and supplier of rice trader. distributor and supplier of rice Dormant * YHl trading (Johor) Sdn Bhd malaysia 26 — * YHl trading (Segamat) Sdn Bhd YHl trading (Kedah) Sdn Bhd YHl trading (melaka) Sdn Bhd YHl trading (terengganu) Sdn Bhd YHl trading (Kuantan) Sdn Bhd malaysia 26 — * malaysia 26 — * malaysia 26 — * malaysia 26 — * malaysia 26 — subsidiary company of Jasmine rice Mill (tunjang) sdn bhd: * Jasmine Rice Products Sdn Bhd malaysia 31 — manufacturing and sale of vermicelli 184 traDeWinDs (M) berhaD . distributor and supplier of rice trader. distributor and supplier of rice Rice miller and rice trader * Jasmine Food (Seremban) Sdn Bhd Jasmine Food (Prai) Sdn Bhd malaysia 26 — * malaysia 26 — * Jasmine Rice mill (tunjang) Sdn Bhd Jasmine Food (Kuantan) Sdn Bhd malaysia 26 — * malaysia 26 — trader. distributor and supplier of rice trader. distributor and supplier of rice trader. distributor and supplier of rice subsidiary companies of Yhl holding sdn bhd: * YHl trading (Kl) Sdn Bhd malaysia 26 — trader. subsiDiarY anD associateD coMPanies (cont’D) (a) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 13 — Principal activities * JS Jasmine Sdn Bhd malaysia trader. distributor and supplier of rice trader.

distributor and supplier of rice malaysia 31 — Dormant * * Dayabest Sdn Bhd Sabarice Sdn Bhd malaysia malaysia 50 28 — — subsidiary companies of Dayabest sdn bhd: * Haskarice Food Sdn Bhd malaysia 26 — trader. subsiDiarY anD associateD coMPanies (cont’D) (a) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 Principal activities subsidiary company of bernas agrotech sdn bhd: * Padi Gedong Sdn Bhd subsidiary companies of beras corporation sdn bhd: * Sazarice Sdn Bhd malaysia 48 — trader. distributor and supplier of rice trader. distributor and supplier of rice trader.45. distributor and supplier of rice Investment holding trader. distributor and supplier of rice trader. distributor and supplier of rice * Hock Chiong Foodstuff Sdn Bhd Ban Say tong Sdn Bhd malaysia 26 — * malaysia 26 — * tong Seng Huat Rice trading Sdn Bhd malaysia 26 — subsidiary company of bernas Dominals sdn bhd: * BERNAS Chaff Products Sdn Bhd malaysia 26 — Dormant annual report 2009 185 .

the audited financial statements for the financial year ended 31 December 2009 of this subsidiary company are not available at the date the financial statements of the Group are authorised for issue. Certain matters which vary the rights attached to the Special Share can only be effective with the consent in writing of the Special Shareholder. the creation and issue of additional shares which carry different voting rights. merger and take over. However. the dissolution of the subsidiary company. substantial disposal of assets. Companies listed on Bursa malaysia Securities Berhad.NOtES tO tHE FINANCIAl StAtEmENtS 45. the Special Shareholder has the right to require the subsidiary company to redeem the Special Share at par any time by serving written notice upon the subsidiary company and delivering the relevant share certificate. the main features of the Special Shares are as follows: (i) the Special Share may only be held by or transferred to the minister of Finance Incorporated or its successor or any minister. and attend and speak at. all general meetings or any other meeting of any class of shareholders of the subsidiary company. the Government of malaysia (“Special Shareholder”) holds one (1) unit of Special Rights Redeemable Preference Share (“Special Share”) at Rm1 each in this subsidiary company. the Special Shareholder has the right to review all policies. the Directors are of the opinion that the financial results of this subsidiary company are not material to the Group as the said subsidiary company is dormant and is currently in the process of being wound up by the Group. but the Special Share shall carry no right to vote nor other rights at any such meeting. projects and commercial activities undertaken or proposed to be undertaken by the subsidiary company. # (ii) (iii) (iv) (v) (vi) 186 traDeWinDs (M) berhaD . the Special Shareholder has the right to receive notice of. the Special Shareholder has the right to veto any resolution proposed to be passed by the board of directors or the shareholders of the subsidiary company purporting to amend the provisions of the memorandum and Articles of Association of the subsidiary company which affects the rights or any matter relating to the Special Share or the rights attaching to the Special Share. subsiDiarY anD associateD coMPanies (cont’D) (a) the subsidiary companies and shareholdings therein are as follows: (cont’d) * + @ Companies not audited by Anuarul Azizan Chew & Co. in particular matters relating to the amendment or removal or alteration of the effect of the Special Share. the right to veto any resolution proposed to be passed by the board of directors or the shareholders of the subsidiary company if the Government considers that it is necessary to do so in the national interest and security of malaysia. amalgamation. representative or any person acting on behalf of the Special Shareholder. programmes.

45.: @ tmall limited Singapore — 14 Wound up associated companies of Padiberas nasional berhad: Gardenia Bakeries (Kl) Sdn Bhd malaysia 15 — Bread manufacturing and bakery Dormant Dormant Dormant Kilang Beras Fajar Sdn Bhd Formula timur Sdn Bhd Ban Heng Bee Holdings Sdn Bhd * Serba Wangi Sdn Bhd malaysia malaysia malaysia 25 20 10 — — — malaysia 26 — trader. ltd. subsiDiarY anD associateD coMPanies (cont’D) (b) the associated companies and shareholdings therein are as follows: country of incorporation effective interest (%) 2009 2008 name of company Principal activities associated company of Johore tenggara oil Palm berhad: Hak JtOP Sdn Bhd malaysia 28 28 Ceased operations associated company of quek shin & sons Pte. distributor and supplier of rice Investment holding Provision of logistics services manufacturing and trading of wheat flour OEl Realty Holdings Sdn Bhd BERNAS logistics Sdn Bhd malaysia malaysia 15 13 — — United malayan Flour (1996) Sdn Bhd malaysia 23 — annual report 2009 187 .

distributor and supplier of rice trader. distributor and supplier of rice * Serba Wangi (Perak) Sdn Bhd malaysia 26 — 188 traDeWinDs (M) berhaD .NOtES tO tHE FINANCIAl StAtEmENtS 45. distributor and supplier of rice trader. subsiDiarY anD associateD coMPanies (cont’D) (b) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 Principal activities associated company of bernas Dominals sdn bhd: BERNAS Feedstuff Sdn Bhd malaysia 25 — trading in all kinds of rice brand and broken rice associated company of beras corporation sdn bhd: liansin trading Sdn Bhd malaysia 15 — Wholesale and trading of rice and rice related products subsidiary companies of Kilang beras Fajar sdn bhd: Fajar Jerlun Sdn Bhd Fajar Jerlun (Negeri Sembilan) Sdn Bhd * Serba Wangi (Kl) Sdn Bhd malaysia malaysia 25 25 — — Dormant Dormant malaysia 26 — trader. distributor and supplier of rice Serba Wangi JH Sdn Bhd malaysia 14 — subsidiary companies of serba Wangi sdn bhd: Serba Wangi (PG) Sdn Bhd malaysia 24 — trader.

distributor and supplier of rice trader. distributor and supplier of rice Provision of transport services Serba Wangi ml Sdn Bhd malaysia 14 — * SW transport Sdn Bhd malaysia 26 — subsidiary companies of oel realty holdings sdn bhd: OEl Distribution (Kedah) Sdn Bhd OEl Distribution (Perak) Sdn Bhd OEl Origin (Kedah) Sdn Bhd OEl Distribution (Penang) Sdn Bhd OEl Distribution (Johor) Sdn Bhd OEl Distribution (Selangor) Sdn Bhd OEl Distribution (Kl) Sdn Bhd OEl Food manufacturing Sdn Bhd malaysia 15 — trader. distributor and supplier of rice trader.45. subsiDiarY anD associateD coMPanies (cont’D) (b) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 21 — Principal activities Eng Chuan Chan Sdn Bhd malaysia trader. distributor and supplier of rice trader. distributor and supplier of rice trader. distributor and supplier of rice trader. distributor and supplier of rice trader. distributor and supplier of rice manufacturing of health drinks malaysia 15 — malaysia 15 — malaysia 15 — malaysia 15 — malaysia 9 — malaysia 9 — malaysia 15 — annual report 2009 189 . distributor and supplier of rice trader.

the financial results of Hak JtOP Sdn Bhd have not been equity accounted for as no financial statements are available. subsiDiarY anD associateD coMPanies (cont’D) (b) the subsidiary companies and shareholdings therein are as follows: (cont’d) name of company country of incorporation effective interest (%) 2009 2008 Principal activities subsidiary companies of liansin trading sdn bhd: liantye trading Sdn Bhd malaysia 15 — General trading and rice wholesaler Dormant liansin trading (miri) Sdn Bhd malaysia 15 — subsidiary companies of Gardenia bakeries (Kl) sdn bhd: Gardenia Sales & distribution Sdn Bhd Everyday Bakery & Confectionery Sdn Bhd malaysia 15 — Sales and distribution of bread Bread manufacturing and bakery malaysia 15 — associated companies of bernas overseas (l) limited: # Asian Peninsula Corporation ltd. Irfan Noman BERNAS (Pvt) limited @ ^ thailand Pakistan 25 10 — — Rice trading Rice trading the associated company was dissolved under a members’ voluntary liquidation during the financial year. * # 190 traDeWinDs (M) berhaD .NOtES tO tHE FINANCIAl StAtEmENtS 45. the Group regards these companies as associated companies by virtue of its partly indirect shareholding through another associated company. the associated company is currently inactive and the Directors are of the opinion that the effect of the non-equity accounting on the financial results of Hak JtOP Sdn Bhd is not material to the financial statements of the Group. Ban Heng Bee Holding Sdn Bhd. the investment cost has been reclassified as assets held for sale during the financial year.

(Increase)/decrease in working capital – Payables .Interest paid as restated rM’000 reclassification rM’000 38.530 — — Cash flow from investing activities: .104) 57.104) (57.Interest paid (8.249) (8.360) (7.Exchange difference .802 Company Cash flow from operating activities: .Amount owing to associated company .658) (7.Interest paid — (8.249) 8.360 57.360) (57.994 1.802) 6.249 — Cash flow from operating activities: .Dividend paid to minority shareholders of subsidiary companies . coMParative FiGures Certain comparative figures have been restated to conform with current year’s presentation as follows: as previously reported rM’000 cash flow statements Group Cash flow from operating activities: . annual report 2009 191 .536 (1.802) (1.Interest paid (298) — — (1.Deposit received for disposal of non-current assets held for sale — 110 110 Cash flow from financing activities: .249) 47.46. Date oF authorisation For issue the financial statements of the Group and of the Company for the financial year ended 31 December 2009 were authorised for issue in accordance with a resolution of the Board of Directors on 28 April 2010.802 45.

57 Plantation Leasehold for 66 years expires on 29 November 2064 Leasehold for 66 years expires on 29 November 2064 Leasehold for 66 years expires on 29 November 2064 2006 2006 2006 98.41 Plantation Leasehold for 66 years expires on 29 November 2064 Oil palm plantation 7.PROPERTIES OF THE GROUP Top . PT 862 Mukim of Relai District of Chiku Kelantan Lot No.4 Plantation 2006 192 TRADEWINDS (M) BERHAD .10 Based on the Highest Net Book Value Address KELANTAN LADANG SERASA SDN BHD Description Land Area (Hectare) Existing Use Tenure (years) Date of Acquisition/ Revaluation.02 Plantation Leasehold for 66 years expires on 29 November 2064 Oil palm plantation 12.532 Oil palm plantation 170. Bayu Lot No. PT 629 Mukim of Kuala Sungai District of Bertam Kelantan Oil palm plantation 815 Plantation Oil palm plantation 4.12 Plantation 2006 Oil palm plantation 288. if any Net Book Value as at 31 December 2009 (RM’000) Ladang Serasa and Ladang Sg.695 1996 LADANG SUNGAI RELAI SDN BHD Ladang Relai GM 53/99 PT 3294 Mukim Relai Daerah Gua Musang Kelantan GM 53/99 PT 3295 Mukim Relai Daerah Gua Musang Kelantan GM 53/99 PT 3296 Mukim Relai Daerah Gua Musang Kelantan GM 53/99 PT 3297 Mukim Relai Daerah Gua Musang Kelantan GM 53/99 PT 3298 Mukim Relai Daerah Gua Musang Kelantan Oil palm plantation 6.317 Plantation Leasehold for 99 years expires on 7 August 2098 Leasehold for 99 years expires on 7 August 2098 1996 85.

500.1 Plantation Leasehold for 66 years expires on 29 November 2064 Leasehold for 66 years expires on 29 November 2064 2006 Oil palm plantation 1.96 Plantation Leasehold for 66 years expires on 29 November 2064 2006 LADANG PETRI TENGGARA SDN BHD Ladang Ulu Sebol PTD 4428 HS(D) 17845 Mukim Hulu Sg Johor Daerah Kota Tinggi Johor PTD 4444 HS(D) 17846 Mukim Hulu Sg Johor Daerah Kota Tinggi Johor Oil palm plantation 3. if any Net Book Value as at 31 December 2009 (RM’000) GM 53/99 PT 3299 Mukim Relai Daerah Gua Musang Kelantan PT 3252 HS(D) 432 Mukim Relai Daerah Gua Musang Kelantan PT 3254 HS(D) 432 Mukim Relai Daerah Gua Musang Kelantan PT 3255 HS(D) 432 Mukim Relai Daerah Gua Musang Kelantan PT 6632 HS(D) 432 Mukim Relai Daerah Gua Musang Kelantan JOHORE Oil palm plantation 4.53 Plantation 2006 annual report 2009 193 .500.716 Oil palm plantation 3.3 Plantation Leasehold for 66 years expires on 29 November 2064 2006 Oil palm plantation 77.53 Plantation Leasehold for 84 years expires on 26 August 2076 Leasehold for 84 years expires on 26 August 2076 2006 95.067 Plantation 2006 Oil palm plantation 2.Address Description Land Area (Hectare) Existing Use Tenure (years) Date of Acquisition/ Revaluation.681.023 Plantation Leasehold for 66 years expires on 29 November 2064 2006 Oil palm plantation 224.

Gedung Land District Samarahan. Sarawak Lot 1223 Sedilu .744 Plantation Leasehold for 60 years expires on 23 July 2060 Leasehold for 60 years expires on 23 July 2060 2000 2000 110.593 Oil palm plantation 446 Plantation 1997 194 TRADEWINDS (M) BERHAD .314 Lot 2 Block 11 Bukit Kisi Land District Miri Sarawak Oil palm plantation 1.10 Based on the Highest Net Book Value Address SARAWAK BAHTERA BAHAGIA SDN BHD Description Land Area (Hectare) Existing Use Tenure (years) Date of Acquisition/ Revaluation.172 Plantation 1996 KUMPULAN KRIS JATI SDN BHD Ladang Simunjan and Ladang Ladong Lot 737 Sebangan Kepayang Land District Samarahan Sarawak Lot 738 and 739 Sebangan .Kepayang Land District Samarahan.PROPERTIES OF THE GROUP Top .097 Plantation Leasehold for 60 years expires on 9 June 2047 Leasehold for 60 years expires on 25 April 2055 1996 73.187 Plantation 2000 Ladang Trusan and Ladang Intan Lot 490 and 492 Trusan Land District Limbang Division Sarawak Lot 493 Trusan Land District Limbang Division Sarawak Oil palm plantation 6. Sarawak Oil palm plantation 187 Plantation Leasehold for 60 years expires on 3 February 2060 Oil palm plantation 2. if any Net Book Value as at 31 December 2009 (RM’000) Ladang Sungai Klad and Sungai Sibuti Lot 1 Block 11 Bukit Kisi Land District Miri Sarawak Oil palm plantation 3.557 Oil palm plantation 2.140 Plantation Leasehold for 60 years expires on 7 August 2056 Leasehold for 60 years expires on 30 March 2057 1996 73.

Melikin Land District Lot 1225.102 annual report 2009 195 .320 Plantation Oil palm plantation 8. Sedilu Gedong Land District and Lot 2978 Melikin Land District Samarahan. Sedilu Gedong Land District and Lot 33 & 34 Punda-Sabal Land District Samarahan. Sarawak Oil palm plantation 4. 3544 Block O Pasai. Sarawak Lot 2982 & 2983. Sarawak RETUS PLANTATION SDN BHD Ladang Retus and Ladang Rantau Lot No.Siong Land District Sibu.020 Plantation Leasehold for 60 years expires on 24 February 2059 Palm oil mill Mill Leasehold for 60 years expires on 24 February 2059 1999 1999 Oil palm plantation 7. Sarawak Lot No.980 Plantation Leasehold for 60 years expires on 5 February 2061 2001 83. if any Net Book Value as at 31 December 2009 (RM’000) Ladang Gemilang.273 Plantation Leasehold for 60 years expires on 16 February 2060 2000 212.699 Leasehold for 60 years expires on 22 April 2062 2000 164.667 AMALAN PELITA PASAI SDN BHD Ladang Pelitanah Lot 16.Address MELUR GEMILANG SDN BHD Description Land Area (Hectare) Existing Use Tenure (years) Date of Acquisition/ Revaluation. Ladang Melur and Ladang Sg. 3544 Block O Pasai-Siong Land District Sibu. Krang Lot 1224. Sarawak Oil palm plantation 13. Block O Oya-Dalat Land District Sibu.

Kedah HS(D) 1/92 to 2/92 PT No.89 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 661. 229 to 230 Mukim Padang Terap Kanan District of Padang Terap. Seraya.402. Kedah HS(D) 249 to 250 PT No. 776 to 777 Mukim Padang Terap Kanan District of Padang Terap.10 Based on the Highest Net Book Value Address Description Land Area (Hectare) Existing Use Tenure (years) Date of Acquisition/ Revaluation. if any Net Book Value as at 31 December 2009 (RM’000) TRADEWINDS cORRIDOR SDN BHD Ladang Sg.88 Plantation Leasehold for 60 years expires on 26 November 2055 2008 196 TRADEWINDS (M) BERHAD . 245 and 246 Mukim Padang Terap Kiri District of Padang Terap. Tekai. 1286 Mukim Padang Terap Kiri District of Padang Terap. Kedah HS(D) 253.328.564 Oil palm and rubber plantation 354.87 Plantation Leasehold for 60 years expires on 26 November 2055 2008 287. Kedah Oil palm and rubber plantation 1. Kedah HS(D) 10/92 to 14/92 PT No.79 Plantation 2008 Oil palm and rubber plantation 817. 334 to 338 Mukim Padang Terap Kiri District of Padang Terap. Ladang Tanah Merah and Ladang Batu Hitam HS(D) 1/87 and 2/87 PT No.44 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 140. Ladang Sg.11 Plantation Leasehold for 60 years expires on 26 November 2063 Leasehold for 60 years expires on 26 November 2063 2008 Oil palm and rubber plantation 35. 692 to 694 Mukim Padang Terap Kiri District of Padang Terap. Kedah HS(D) 5/92 to 9/92 PT No. PT No. 351 to 355 Mukim Batang Tunggang Kiri District of Padang Terap.68 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 1.PROPERTIES OF THE GROUP Top . Kedah HS(D) 235 to 237 PT No.

if any 2008 Net Book Value as at 31 December 2009 (RM’000) Oil palm and rubber plantation 116.65 Existing Use Plantation Tenure (years) Leasehold for 60 years expires on 26 November 2055 Date of Acquisition/ Revaluation. 136 and 152 Mukim Batang Tunggang Kanan District of Padang Terap.74 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 79.06 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 19. 879 Mukim Batang Tunggang Kiri District of Padang Terap.327.48 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 197. 1476 to 1478 Mukim Pedu District of Padang Terap. Kedah HS(D) 238 to 244 PT No. 421 to 428 Mukim Batang Tunggang Kiri District of Padang Terap. 1468 Mukim Pedu District of Padang Terap.633.26 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 1. PT No. Kedah HS(D) 253 to 260 PT No. Kedah Description Oil palm and rubber plantation Land Area (Hectare) 792.Address HS(D) 4 to 7 PT No. 695 to 701 Mukim Batang Tunggang Kiri District of Padang Terap. Kedah HS(D) 2 and 3 PT No. Kedah HS(D) 16/92 to 18/92 PT No. Kedah HS(D) 252. PT No. Kedah HS(D) 15/92. 379 to 382 Mukim Batang Tunggang Kiri District of Padang Terap.17 Plantation Leasehold for 60 years expires on 26 November 2063 2008 Oil palm and rubber plantation 1.54 Plantation Leasehold for 60 years expires on 26 November 2055 2008 annual report 2009 197 .

PROPERTIES OF THE GROUP Top . if any 2008 Net Book Value as at 31 December 2009 (RM’000) HS(D) 19/92.69 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 48.78 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 3. 4479 Mukim Tekai District of Padang Terap. PT No.14 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 249. PT No. 1705 Mukim Tolak District of Padang Terap. 1569 Mukim Pedu District of Padang Terap. Kedah HS(D) 158/89.38 Plantation Leasehold for 60 years expires on 26 November 2063 2008 198 TRADEWINDS (M) BERHAD .39 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 7. 4278 Mukim Tekai District of Padang Terap. 363 Mukim Bandar Pokok Sena District of Padang Terap. PT No. Kedah HS(D) 1/89. 4279 Mukim Tekai District of Padang Terap. PT No. PT No.81 Plantation Leasehold for 60 years expires on 26 November 2055 2008 Oil palm and rubber plantation 8. 2333 Mukim Bukit Lada District of Padang Terap. Kedah HS(D) 251. 805 Mukim Kuala Nerang District of Padang Terap. Kedah Description Oil palm and rubber plantation Land Area (Hectare) 187. Kedah Oil palm and rubber plantation 634.99 Plantation Leasehold for 60 years expires on 26 November 2055 2008 HS(D) 2158.84 Existing Use Plantation Tenure (years) Leasehold for 60 years expires on 26 November 2055 Date of Acquisition/ Revaluation.10 Based on the Highest Net Book Value Address HS(D) 1. Kedah HS(D) 389. PT No. PT No.447. Kedah Oil palm and rubber plantation 1. Kedah HS(D) 408/89. PT No.

612.056 15.00 NO.40 2.400 17.88 100.846.13 8. of Shareholders : : : : : RM500.57 5.17 5.51 4. OF SHARES 10.283.484 0.10 31.38 2.00 97.90 100.000 100.606 6.470.916 296.528 3.00 annual report 2009 199 .568 9. OF SHAREHOLDERS 6 % OF SHAREHOLDERS 0.632 ANALYSIS BY SIZE OF SHAREHOLDING NO.603.19 100.55 38. OF SHARES 187.12 47.470. OF SHAREHOLDERS 368 2.53 3.02 1.001 10.64 4.001 – 1.490 0.397 175 265 6.00 0.188 13.06 SIZE OF HOLDINGS 1.76 5. Bumiputra a) Individual b) Companies c) Nominees Company 3.632 % OF SHAREHOLDERS 5.125 22.437.944 1.134.16 91.71 58. Non-Bumiputra a) Individual b) Companies c) Nominees Company MALAYSIAN TOTAL 4.867 3.568.885 11.25 1.374.00 each One vote for each ordinary share 6.21 4.28 0.000 – 10.12 27.484 % OF SHAREHOLDINGS 0.76 7.186.441.000 – 100.20 1.05 100.470.441 81.122.51 1.000 RM296.SHAREHOLDING STATISTICS as at 30 April 2010 Authorised Capital Issued and Paid-up Capital Class of Shares Voting Rights No.041.910 24.75 8.932 203.000.795 % OF SHAREHOLDINGS 0.171 272.126 532 75 3 6.001 to less than 5% of issued shares 5% and above of issued shares TOTAL BREAKDOWN OF SHAREHOLDINGS NO. Foreign a) Individual b) Companies c) Nominees Company FOREIGN TOTAL GRAND TOTAL 282 34 282 4.760 296.295.437.980 94.020.859 174.00 804.484 Ordinary Shares of RM1.13 0.00 SIZE OF HOLDINGS Less than 100 100 1.54 68.27 2. Government Agencies/Institutions 2.09 NO.632 1.25 0.81 85 13 93 191 6.

08 2.663 59.800 4.86 4. 4. OF SHARES — — — 89.097 26.16 2. 2.04 20.86 — (1) NO.000 12.070. SHAREHOLDERS Perspective Lane (M) Sdn Bhd Felda Global Ventures Holdings Sdn Bhd Kelana Ventures Sdn Bhd Restu Jernih Sdn Bhd Tan Sri Dato’ Seri Syed Mokhtar Shah bin Syed Nor — — (2) INDIREcT % 30.00 8.048. Seaport Terminal (Johore) Sdn Bhd holds 12.097 26. 1965.97 127.390.98 MAYBAN NOMINEES (TEMPATAN) SDN BHD MAYBAN TRUSTEES BERHAD FOR PUBLIC REGULAR SAVINGS FUND (N14011940100) ACARA KREATIF SDN BHD DALEX INVESTMENTS LIMITED JOHAN ENTERPRISE SDN BHD GRENFELL HOLDINGS SDN BHD CARTABAN NOMINEES (ASING) SDN BHD SSBT FUND C7KQ MFS EMERGING MARKETS PORTFOLIO (MET INVEST) AMANAHRAYA TRUSTEES BERHAD PUBLIC ISLAMIC DIVIDEND FUND 200 TRADEWINDS (M) BERHAD .11 0.270.457.126.663 (1) (2) Deemed interested by virtue of its interest in Perspective Lane (M) Sdn Bhd pursuant to Section 6A of the Companies Act.500 2.000 — NO. 5.388. 1.294.070.200 % 30. 3.402 3.000 (4.800 9. 1965 Deemed interested by virtue of his interest in Kelana Ventures Sdn Bhd.017. 1 2 3 4 5 6 7 8 9 10 11 12 SHAREHOLDERS PERSPECTIVE LANE (M) SDN BHD FELDA GLOBAL VENTURES HOLDINGS SDN BHD KELANA VENTURES SDN BHD SEAPORT TERMINAL (JOHORE) SDN BHD MAYBAN NOMINEES (TEMPATAN) SDN BHD MAYBAN TRUSTEES BERHAD FOR PUBLIC ITTIKAL FUND (N14011970240) SHAREHOLDINGS 89.898.310.07 3.270.36 1.294.04 20.04 42.19 3.200 6.12 1.000 6.ADDITIONAL INFORMATION ON SHAREHOLDERS as at 30 April 2010 SUBSTANTIAL SHAREHOLDERS DIREcT NO.000 9.08 1.663 % — — — 30.00 8.048.048.297.240 3.07%) shares in Tradewinds (M) Berhad.175.663 59. OF SHARES 89. TOP THIRTY SHAREHOLDERS NO. Seaport Terminal (Johore) Sdn Bhd and Restu Jernih Sdn Bhd pursuant to Section 6A of the Companies Act.

182.A.900 2.18 0.493.900 1.65 0.000 1.74 0.000 437.688 87.750 1.858.40 0.78 0.67 0. (SPORE TST ACCL) AMANAHRAYA TRUSTEES BERHAD PUBLIC ISLAMIC SELECT TREASURES FUND TALOH SDN BHD MAYBAN NOMINEES (TEMPATAN) SDN BHD MAYBAN TRUSTEES BERHAD FOR PB ASEAN DIVIDEND FUND (270334) AMANAHRAYA TRUSTEES BERHAD PUBLIC SECTOR SELECT FUND AFFIN NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR MOGEMS SDN BHD LEONG LAI SHEN CITIGROUP NOMINEES (ASING) SDN BHD CBNY FOR DIMENSIONAL EMERGINGS MARKETS VALUE FUND HEXARICH SDN BHD PM NOMINEES (TEMPATAN) SDN BHD PCB ASSET MANAGEMENT SDN BHD FOR MUI CONTINENTAL INSURANCE BERHAD CARTABAN NOMINEES (ASING) SDN BHD SSBT FUND 52F4 FOR MFS EMERGING MARKETS EQUITY PORTFOLIO (VAR INS TST II) TOTAL 258.555.31 annual report 2009 201 . 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 SHAREHOLDERS YEOH KEAN HUA CARTABAN NOMINEES (ASING) SDN BHD SSBT FUND 528O MFS EMERGING MARKETS EQUITY FUND SHAREHOLDINGS 2.900 1.400 679.700 2.100 879.68 0.000 2.000 1.15 AMANAHRAYA TRUSTEES BERHAD PUBLIC ISLAMIC SECTOR SELECT FUND VALUECAP SDN BHD HDM NOMINEES (ASING) SDN BHD UOB KAY HIAN PTE LTD FOR ZENITH SECURITIES PTE LTD HDM NOMINEES (ASING) SDN BHD EXEMPT AN FOR UOB KAY HIAN (HONG KONG) LIMITED (CLIENTS) GOH PHAIK LYNN HSBC NOMINEES (ASING) SDN BHD EXEMPT AN FOR HSBC PRIVATE BANK (SUISSE) S.228.31 0.200 2.50 0.009.30 0.TOP THIRTY SHAREHOLDERS NO.41 0.735.000.186 908.39 0.318.190 2.52 0.000 540.600 2.915.080.199.70 0.92 0.182.74 0.157.600 % 0.360 1.23 0.

388. DIREcTORS DIREcT NO. OF SHARES 1 DATO’ WIRA SYED ABDUL JABBAR BIN SYED HASSAN 2 SYED AZMIN BIN SYED NOR TOTAL — 20.663 127.663 (1) INDIREcT % 0.000 — 0.388. OF SHARES — % — 20. 202 TRADEWINDS (M) BERHAD .01 127.01 NO.97 42.ADDITIONAL INFORMATION ON SHAREHOLDERS as at 30 April 2010 INFORMATION ON DIREcTORS’ SHAREHOLDING AS AT 30 APRIL 2010 NO.000 42.97 (1) Deemed Interested pursuant to section 6A of the Act by virtue of his family relationship with a major shareholder of the Company.

983 0674 (Serasa POM) Ladang Mawar Ladang Sri Angkasa Ladang chendana P.928 6603 (Serasa POM) Fax : 019 .2179 9999 Fax : 603 .867 5613 Ladang Sawit cherul Ladang Ibok Ladang Perkasa P.953 5520 (Serasa) 019 .13.DIRECTORY OF GROUP’S OPERATIONS central Sugars Refinery Sdn Bhd P. Jalan Padang Sanai 06300 Kuala Nerang Kedah Tel : 604 .551 0460 Fax : 609 . Lot No.882 0036 (Animal Unit) annual report 2009 203 .514 0498 NORTHERN PENINSULAR REGION: KEDAH PROJEcT Ladang Batu Hitam Ladang Sungai Seraya Ladang Tanah Merah Ladang Sungai Tekai KM 45.928 7973 Fax : 609 .7864 854 (Batu Hitam. O Box 7213 Batu Tiga.890 4581 (Regional Office) 607 .867 5551 Fax : 609 . Menara HLA No. Bayu) 019 . Seraya. Shah Alam Selangor Darul Ehsan Tel : 603 .984 0256 (Sg. Box 12 18000 Kuala Krai Kelantan Tel : 019 .913 1373 Ladang Sungai Relai (North) Ladang Sungai Relai (South) Ladang Sungai Relai (East) No.5519 1414 Fax : 603 .346 213. Jalan Kia Peng 50450 Kuala Lumpur Tel : 603 . Bangunan JKKR Felda Chiku 3 18300 Gua Musang Kelantan Tel : 609 . Tanah Merah & Sg. 322 213 Fax : 6084 . 96000 Sibu Sarawak Tel : 6084 .959 1810 (Serasa) 019 .7904 136 (Sg. Ground Floor Lorong Endah Timur 3 Jalan Teku. Tekai) Regional Office 1st Floor. Pedder Street Central Hong Kong SAR Tel : 852 . 1st Floor Lorong Endah Timur 3 Jalan Teku. 3.7904 113 (Batu Hitam) 604 .976 1219 Tradewinds Plantation Berhad Level 9.O.867 5612 Fax : 609 . Ltd 55.2179 7777 Fax : 603 .319 248.790 4235 Fax : 604 . c/o Level 12. Gloucester Tower The Landmark 11.882 0036 (Animal Unit) Fax : 607 .983 0256 (Sg. Box 40 24000 Kemaman Terengganu Tel : 609 .867 5552 Ladang Bukit Sah Peti Surat 36 26100 Balok Kuantan Pahang Tel : 609 .2161 1701 Tradewinds Plantation Management Sdn Bhd Level 9. Bayu) 609 . Seraya) 604 .928 7944 SOUTHERN PENINSULAR REGION: Regional Office/ Animal Husbandary & cultivation Unit Komplek Sisek KM 20 Lebuhraya Kota Tinggi-Kluang 81900 Kota Tinggi Johor Tel : 607 .786 4242 Tradewinds cambodia co Ltd Tradewinds Reality co Ltd.2179 9999 Fax : 603 .2161 1701 Tradewinds Plantation Academy No. Menara HLA No. Menara HLA No. Box 40 24000 Kemaman Terengganu Tel : 609 . 318 248 Fax : 6084 .O.5519 8792 Gula Padang Terap Sdn Bhd 45KM. 27.2526 7572 HBT Realty co.976 1219 Fax : 844 . Jalan Kia Peng 50450 Kuala Lumpur Tel : 603 . 3.890 4584/585 (Regional Office) 607 . Sg.O. Vietnam Tel : 844 . Jalan Padang Senai 06300 Kuala Nerang Kedah Darul Aman Tel : 604 . 3. 96000 Sibu Sarawak Tel : 6084 .2810 6818 Fax : 852 .912 1273 Fax : 609 .7904 135 (Tanah Merah) 604 .349 281 Ladang Serasa Ladang Sg Bayu Serasa Palm Oil Mill Sg Bayu Gua Musang P. Delta Delights (cambodia) co Ltd. Jalan Kia Peng 50450 Kuala Lumpur Tel : 603 . 29. Le Dai Hanh Street Hanoi. PT 7817 Taman Mesra Bandar Gua Musang 18300 Gua Musang Kelantan Tel : 609 .2179 7730 croesus Limited 31/ F.7904 136 (Sg.317 248 Tradewinds Research & Development centre No. Tekai) Fax : 604 .

890 4887 Ladang Penawar Peti Surat 10 Bandar Penawar 81900 Kota Tinggi Johor Tel : 607 .774 6733 Ladang New Paloh P. Johor Tel : 607 . Sarawak Tel : 6082 .823 5660 Ladang Sg.890 4804 (Sg. JB-Air Hitam Road P. Johor Tel : 607 . 896 1260 Ladang Ulu Papan Peti Surat 66 Bandar Mas 81900 Kota Tinggi Johor Tel : 607 .O. Sarawak Tel : 6082 .O.896 5451 Fax : 607 . Sarawak Ladang Sg Mangga Ladang Tg Melano P.780 0064 Fax : 607 .DIRECTORY OF GROUP’S OPERATIONS Ladang Jaya Peti Surat 22 Bandar Seri Perani 81900 Kota Tinggi Johor Tel : 607 .895 182 (Sg Mangga) 6082 .412 909. 895 531 (Sg Krang. 895 531 (Gemilang/Melur) Ladang Sg Krang P.248 909 Ladang Gemilang Ladang Melur P.9 Jalan Bukit Mata 93100 Kuching. Johor Tel : 607 .896 1263 Ladang Agromaju Peti Surat 8 Bandar Tenggara 81000 Kulai.896 1260 Ulu Sebol Palm Oil Mill Karung Berkunci 201 Bandar Tenggara 81000 Kulai.889 4585 Fax : 607 .O. 413 909 Fax : 6082 . Box 952 94700 Serian. Mangga & Tg.O.896 1260 Ladang Ulu Sebol B Peti Surat 25 Bandar Tenggara 81000 Kulai.656 1246 Fax : 607 . Johor Tel : 607 .883 2220 Animal Husbandary & cultivation Unit Komplek JTOP KM 20 Lebuhraya Kota Tinggi-Kluang 81900 Kota Tinggi Johor Tel : 607 .774 6255 Fax : 607 .891 1792.890 4144 (Semai Segar) Sg Kachur Palm Oil Mill Peti Surat 48 KM 27 Jalan Kota Tinggi-Kluang 81907 Kota Tinggi Johor Tel : 607 . Kachur Ladang Sg Lebak Ladang Semai Segar Peti Surat 8 Bandar Petri Jaya 81900 Kota Tinggi Johor Tel : 607 . Johor Tel : 607 .896 1211 Fax : 607 . Kachur) 607 . Lebak) 607 .895 969.781 6776 Ladang Pelangi Ladang Sembrong Kiri Peti Surat 15 86700 Kahang Kluang.896 1304 Fax : 607 .O.883 2220 Fax : 607 .896 182 Fax : 6082 .890 4044 (Sg. Box 935 94700 Serian.895 405 (Tg Melano) Fax : 6082 .895 193 (Sg Krang) 6082 . Box 109 86609 Kluang.822 8291 Fax : 607 . Johor Tel : 607 .656 1685 Ladang Ulu Sebol A Peti Surat 26 Bandar Tenggara 81000 Kulai. Sarawak Tel : 6082 . Melano) Melur Gemilang Palm Oil Mill P.890 4118 (Semai Segar) Fax : 607 . 390 5052 Fax : 607 .891 1158 Fax : 607 .781 6776 Fax : 607 .890 4804 (Sg Lebak) 607 . Box 931 94700 Serian. Box 1010 94700 Serian.O.895 969 (Gemilang) 6082 .889 2553 Ladang Air Manis KM 51.780 0068 KUcHING REGION: Regional Office/ EMOc Level 23 Gateway Kuching No.896 1235 Fax : 607 .895 531 (Melur) Fax : 6082 . Sarawak Tel : 6082 . Sg.895 969. Box 110 81000 Kulai Johor Tel : 607 .896 182 204 TRADEWINDS (M) BERHAD .896 5451 Ladang Pakloh Batu 11 1⁄2 Jalan Mersing Karung Berkunci 516 86009 Kluang.823 6070 Fax : 607 . Johor Tel : 607 .890 4118 (Sg.822 8253 Ladang Sisek Peti Surat 16 81907 Kota Tinggi Johor Tel : 607 . Kachur) 607 .890 5810.

052 Fax : 6089 . Suai) 019 .677 178 (Batu Putih POM) Ladang Trusan Ladang Intan Trusan Palm Oil Mill KM 15.431 227 Fax : 6085 .566 114 (Tinabau) 6089 .O. Sabah Tel : 6089 .O.858 9578 Fax : 019 .886 011/012 (Permai Palm Oil Mill) Fax : 6089 .O. Box 444 98857 Lawas Sarawak Tel : 6085 .O.739 008 (Tg.O. Sarawak Tel : 6085 . Sabah Tel : 6089 .55.366 782 (Pelitanah 1 & 2) MIRI REGION: Regional Office 2nd Floor. 1st Floor Lorong 12-C Pusat Suria Permata Jalan Upper Lanang 96000 Sibu. 91100 Lahad Datu Sabah Tel : 089 . Sarawak Tel : 6084 .282 062 (Sg. Box 166 Pejabat Pos Mini Batu Niah Batu Niah Bazaar 98200 Miri.282 788 (Trusan Palm Oil Mill) Ladang Merapok KM25. Jalan Trusan P.739 257 (K.5. Lot 1178 MCLD Miri Waterfront Jalan Permaisuri 98000 Miri.809 113 Ladang Sg.739 257 (K.O.895 624 Fax : 6082 . Sarawak Tel : 6082 . 96400 Mukah. 228 (Binu Palm Oil Mill) Fax : 6085 . Box 1374 98008 Miri. Box 197. Box 292 98857 Lawas. Box 60834 91108 Lahad Datu. Sarawak Tel : 6082 .566 111(BatuPutih) 6089 .881 053 annual report 2009 205 . Box 2014 95700 Betong. Off Jalan Tanjung Asam P. Payung) 019 .859 4086 Ladang Tanjung Alan Matu-Daro Road c/o Post Office 96200 Daro.887 063/64 (Permai & Tengah Nipah) 6089 . Lot 26 MDLD 3291 Fajar Centre.739 901 6085 .282 788 (Trusan Palm Oil Mill) Fax : 6085 .219 455 Ladang Lingga Km 11.809 089 Fax : 6082 .8340 182 (Mutiara) Ladang Sg Klad Ladang Sibuti P.O.491 998 Fax : 6085 . Sarawak Tel : 6085 .O.739 226.565 963.O.710 308 (Binu) 6085 . Box 24 94800 Simunjan.Ladang Simunjan Ladang Ladong P. Sarawak Tel : 6085 .8554 200 (Mutiara) Fax : 6085 .8140 910 (Tg.216 166 Fax : 6084 . Sarawak Tel : 019 . Sarawak Tel : 6084 .887 063/064 (Permai & Tengah Nipah) 6089 .862 813 (Judan & Petian) 875 022 (Judan Palm Oil Mill) SABAH/LAWAS REGION: Regional Office 1st Floor. 563 288 (Batu Putih Palm Oil Mill) Fax : 6089 . Sarawak Tel : 084 .815 3985 (Intan) 6085 . Box 2179 98009 Miri.429 227 Ladang Binu Ladang Jelai Binu Palm Oil Mill P.566 188 (Batu Putih) 6089 .875 413 (Judan) 875 432 (Petian) 875 792 (Judan Palm Oil Mill) Fax : 084 .739 287 (Binu POM) Ladang Kuala Suai Ladang Tg Payung Ladang Mutiara P. Sarawak Tel : 6085 .813 004 Ladang Pelitanah 1 Ladang Pelitanah 2 CDT 174 96000 Sibu.366 957 (Pelitanah 1 & 2) Fax : 6084 . Klad) (Sibuti) (Sg Klad) (Sibuti) Ladang Judan Ladang Petian Judan Palm Oil Mill P.491 998 Ladang Permai Ladang Tengah Nipah Permai Palm Oil Mill P.886 011 (Permai Palm Oil Mill) Ladang Batu Putih Ladang Tinabau Batu Putih Palm Oil Mill WDT 125 90200 Kota Kinabatangan Sandakan.710 217 (Binu & Jelai) 6085 .O.282 030 (Trusan) 019 . Payung) 019 . Sarawak Tel : 6085 . Sarawak Tel : 6084 .201 030 (Trusan) 019 .854 6440 (Intan) 6085 .566 115 (Tinabau) 6089 . Tersak P.895 627 SIBU REGION: Regional Office No.710 797 (Jelai) 6085 . Jalan Merapok P. Box 931 94700 Serian.813 002 Fax : 6084 .881 051.Suai) 6085 .495 102 6085 .282 062 Fax : 6085 .

Jalan PJU 1A/46. 3. A member of the Company entitled to attend and vote at the meeting is entitled to appoint any one person to be his/her proxy without limitation to attend and vote in his/her stead and the provisions of Section 149(1)(a) and (b) of the Companies Act. hereby appoint ___________________________________________________________________________________________________________________________ (FULL NAME IN BLOCK LETTERS) of ________________________________________________________________________________________________________________________ (ADDRESS IN FULL) as my/our proxy failing which the Chairman of the meeting* to vote for me/us and on my/our behalf at the Thirty-Sixth Annual General Meeting of the Company to be held at Mahkota Ballroom 2. 1965 shall not apply to the Company. Hotel Istana Kuala Lumpur. 4. the proxy may vote as he/she thinks fit. . My/Our Proxy is to vote as indicated below:- Resolution For Against 1 2 3 4 5 6 7 8 9 10 11 12 (Please indicate with an “X” in the appropriate spaces provided above as to how you wish your votes to be cast. 22 June 2010 at 10. Notes 1. of shares held: * Delete the words “The Chairman of the meeting” if you wish to appoint some other person to be your proxy. In the case of a corporate member.30 a. Symphony Share Registrars Sdn Bhd at Level 6. the proxy appointed must be in accordance with the Memorandum and Articles of Association and the Form of Proxy should be given under its common seal or under the hand of its attorney.m.m. To be valid this Form of Proxy must be deposited with the Share Registrars. Pusat Dagangan Dana 1. 73. 5. If you do not do so. Selangor on or before Sunday. 50200 Kuala Lumpur on Tuesday. the proxy will vote or abstain from voting at his/her discretion) Dated this __________________ day of __________________ 2010 ___________________________________________________________ Signature of Member(s)/Seal of Shareholder(s) No. Ballroom Level. 20 June 2010 at 10. being not less than forty-eight hours before the time fixed for holding the meeting or at any adjournment thereof. Jalan Raja Chulan. A proxy may but need not be a member of the Company. Unless voting instructions are indicated in the spaces provided above. Symphony House. 47301 Petaling Jaya. Where a member of the Company is an authorised nominee as defined under the Central Depositories Act. it may appoint one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.FORM OF PROXY I / We _____________________________________________________________________________________________________________________ (FULL NAME IN BLOCK LETTERS) of _________________________________________________________________________________________________________________________ (ADDRESS IN FULL) being a member/members of TRADEWINDS (M) BERHAD. 2.30 a.

Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Fold here .Fold here STAMP Symphony Share Registrars Sdn Bhd Level 6.

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