AGENDAlibapps2.nus.edu.sg/nus_hl/halifax2006.pdf · Jalan Tun Tan Cheng Lock Branch 9, Jalan Tun...

2 � Notice Of 35th Annual General Meeting

4 � Statement Accompanying Notice OfAnnual General Meeting

5 � Corporate Information

6 � Group Structure

7 � Directors’ Profile

11 � Chairman’s Statement

13 � Audit Committee Report

16 � Statement On Corporate Governance

21 � Statement On Internal Control

22 � Statement Of Directors’ Responsibility

23 � Additional Compliance Information

24 � Directors’ Report

27 � Statement By Directors

27 � Statutory Declaration

28 � Auditors’ Report

29 � Income Statements

30 � Balance Sheets

31 � Statements Of Changes In Equity

32� Cash Flow Statements

33 � Notes To The Financial Statements

64 � Analysis Of Shareholdings

65 � 30 Largest Shareholders

66 � Analysis Of Warrantholdings

67 � 30 Largest Warrantholders

68 � List Of Properties

69 � Appendix I

Form Of Proxy

2

NOTICE IS HEREBY GIVEN THAT the Thirty-Fifth Annual General Meeting of Halifax Capital Berhad will be held at Conference

Room, 8th Floor, Menara Zecon, No.92, Lot 393, Section 5 KTLD, Jalan Satok, 93400 Kuching, Sarawak on Tuesday,

26 June 2007 at 11.00 a.m for the following purposes:-

AGENDA

AS ORDINARY BUSINESS:-

1. To receive and adopt the Audited Financial Statements of the Company for the financial year

ended 31 December 2006 and the Reports of the Directors and Auditors thereon.

2. To approve Directors’ fees for the year ended 31 December 2006.

3. To re-elect the following Directors who retire in accordance with Article 110 of the Company’s

Articles of Association.

a) Hamzah bin Mahmood

b) Zailan bin Mohd Zahid

c) Datuk Hj Zainal Abidin bin Hj Ahmad

4. To re-appoint Messrs. Ernst & Young as Auditors and to authorise the Directors to fix their

remuneration for the ensuing year.

AS SPECIAL BUSINESS:-

5. To consider and if thought fit, to pass the following resolution:-

Authority To Issue Shares Pursuant To Section 132D of the Companies Act, 1965

“THAT subject to the provisions of Section 132D of the Companies Act, 1965 and the approval of

the relevant authorities, the Directors be and are hereby authorised from time to time to issue and

allot ordinary shares in the Company upon such terms and conditions and at such times as may

be determined by the Directors to be in the interest of the Company provided always that the

aggregate number of shares to be issued pursuant to this resolution shall not exceed ten (10)

percent of the issued share capital for the time being of the Company and that such authority shall

continue in force until the conclusion of the next Annual General Meeting of the Company.”

Special Resolutions

6. Proposed Amendments to the Articles of Association of the Company

“THAT the amendments to the Articles of Association of the Company as set out in Appendix 1 of

this Annual Report (“Appendix 1”) be and is hereby approved and adopted.

THAT the Directors and Secretary of the Company be and are hereby authorized to carry out all

the necessary formalities in effecting the amendments as set out in Appendix 1.

Notice Of 35th

Annual General Meeting

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Special

Resolution 1

3

AND THAT the Directors of the Company be and are hereby authorized to assent to any condition,

modification, variation and/or amendments as may be required by Bursa Malaysia Securities

Berhad”.

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

By order of the Board,

HALIFAX CAPITAL BERHAD

Koh Fee Lee (MAICSA 7019845)

Nuruluyun Binti Abdul Jabar (MIA 9113)

Joint Company Secretaries

Dated this 31 May, 2007

Kuching

Notes:-

1. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in

writing or if such appointer is a corporation under its Common Seal or under the hand of the attorney. A proxy shall be

entitled to vote both on a show of hands and on a poll on any question at any General Meeting.

2. A member shall not be entitled to appoint a person who is not a member as his proxy unless that person is a qualified

legal practitioner, an approved company auditor or a person approved by the Companies Commission of Malaysia in a

particular case.

3. A member shall not be entitled to appoint more than two proxies to attend and vote at the same meeting. Where a

member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of holdings to be

represented by each proxy.

4. The instrument of a proxy and power of attorney (if any) under which it is signed or a notarially certified copy thereof

shall be deposited at the Registered Office of the Company, 8th Floor, Menara Zecon, No. 92, Lot 393, Section 5 KTLD,

Jalan Satok, 93400 Kuching, Sarawak not less than forty-eight (48) hours before the time for the holding of the meeting

or adjourned meeting as the case may be at which the person named in such instrument proposes to vote.

EXPLANATORY NOTES ON SPECIAL BUSINESS

1. Allotment of Shares Pursuant to Section 132D of the Companies Act, 1965

The Ordinary Resolution no. 6 under Agenda 5, if passed, will give powers to the Directors to issue up to a maximum

of ten (10) percent of the issued share capital of the Company for the time being for such purposes as the Directors

consider would be in the interest of the Company. This authority will, unless revoked or varied by the Company in a

General Meeting, expire at the conclusion of the next Annual General Meeting or the expiration of the period within

which the next Annual General Meeting is required by law to be held, whichever is earlier.

2. Proposed Amendments to the Articles of Association of the Company

The Special Resolution 1, if passed will ensure that the Articles of Association of the Company is in line with the

amendments to the Listing Requirements of Bursa Malaysia Securities Berhad.

4

1. Directors standing for re-election

The Directors who are standing for re-election at the Thirty-Fifth Annual General Meeting of the Company are as

follows:-

a) Hamzah bin Mahmood

b) Zailan bin Mohd Zahid

c) Datuk Hj Zainal Abidin bin Hj Ahmad

2. Details of Directors standing for re-election

The details of the Directors standing for re-election at the forthcoming Thirty-Fifth Annual General Meeting are set out

in the Directors’ Profile appearing on pages 7 to 10 of this Annual Report.

3. Details of attendance of Directors at Board Meetings

There were nine (9) Board of Directors’ Meetings held during the financial year ended 31 December 2006. The details

of attendance of Directors of the Company at Board Meetings are disclosed in the Statement on Corporate Governance

set out in page 17 of this Annual Report.

4. Place, Date and Time of the 35th Annual General Meeting

Place : Conference Room, 8th Floor, Menara Zecon, No.92, Lot 393, Section 5 KTLD, Jalan Satok, 93400 Kuching,

Sarawak

Date : Tuesday, 26 June 2007 at 11.00 a.m

Statement Accompanying

Notice Of Annual General Meeting(Pursuant to Paragraph 8.28(2) of the Listing Requirements of the Bursa Malaysia Securities Berhad)

5

Corporate Information

BOARD OF DIRECTORS

Tan Sri Dato’ Othman bin Mohd Rijal

- Chairman/ Independent Non-Executive Director

Datuk Hj Zainal Abidin bin Hj Ahmad

- Deputy Executive Chairman

Jamel bin Matin@ Ibrahim

- Managing Director

Hj Zainurin bin Hj Ahmad

- Executive Director

Hamzah bin Mahmood


Gajalie bin Sazalie


Prof Dato’ Mohd Hamdan bin Hj Adnan

- Independent Non-Executive Director

Dato’ Hj Hamzah bin Hj Ghazalli


Dato’ Tan Eng Guan


Zailan bin Mohd Zahid


REGISTERED OFFICE

8th Floor, Menara Zecon, No. 92, Lot 393,

Section 5 KTLD, Jalan Satok, 93400 Kuching, Sarawak.

Tel: 082-275555 Fax: 082-275500

E-mail: [email protected]

SHARE REGISTRARS

Symphony Share Registras Sdn Bhd

Level 26, Menara Multi-Purpose,

Capital Square

No. 8, Jalan Munshi Abdullah

50100 Kuala Lumpur

Tel: 03-2721 2222 Fax: 03-2721 2530

FACTORY

No 5, Jalan Riang 24

Taman Gembira

Off Jalan Tampoi

81200 Johor Bahru, Johor

Tel: 07-332 2188 Fax: 07-331 1841

COMPANY SECRETARIES

Nuruluyun Binti Abdul Jabar

(MIA 9113)

Koh Fee Lee

MAICSA No. 7019845

PRINCIPAL BANKERS

RHB Bank Berhad

Ground Floor, Block Annexe

Menara Tun Razak

Jalan Raja Laut Sambungan

50350 Kuala Lumpur

EON Bank Berhad

Jalan Tun Tan Cheng Lock Branch

9, Jalan Tun Tan Cheng Lock,

50000 Kuala Lumpur.

Affin Investment Bank Berhad

27th Floor, Menara Boustead,

69, Jalan Raja Chulan,

50200 Kuala Lumpur.

STOCK EXCHANGE LISTING

Main Board of Bursa Malaysia Securities Berhad

Stock Code : 4294

Stock name : HALIFAX

AUDITORS

Ernst & Young

Chartered Accountants

Level 23A, Menara Milenium

Jalan Damanlela,

Pusat Bandar Damansara, Damansara Heights,

50490 Kuala Lumpur

SOLICITORS

Zaid Ibrahim & Co

Azmi & Associates

Thanggaya Khoo & Co

6

Group Structure

7

Directors’ Profile

�� Tan Sri Dato’ Othman bin Mohd Rijal

- Independent Non-Executive Chairman

Tan Sri Dato’ Othman bin Mohd Rijal, a Malaysian, aged 62, was appointed to the Board as Independent Non-Executive

Chairman of Halifax Capital Berhad on 7 February 2006. He also serves as a member of the Audit Committee.

He began his career in the civil service in 1967 as an Assistant District Officer in Sepang, Selangor. Tan Sri Dato’ Othman bin

Mohd Rijal later held various key positions in the Government Ministries which included as the Secretary General Ministry of

Transport. His last position in the civil service before retirement in the year 2000 was as the Secretary General Ministry of

Finance in which position he also served as the representative of the Ministry on the Board of MAS, Petronas, Khazanah

Nasional Berhad and Bank Negara.

After retiring from the civil service, Tan Sri Dato’ Othman held various positions in the corporate sector which included as the

Managing Director of Malaysia Airports Holdings Berhad, Non-Executive Chairman of Deutsche Bank (Malaysia) Bhd, Non-

Executive Chairman of Ikram Sdn Bhd, Non-Executive Chairman of Penang Port Sdn Bhd and Chairman of Bank Industri &

Teknologi Malaysia Berhad.

Tan Sri Dato’ Othman was on 18 November 2002, appointed by Export-Import Bank Malaysia Berhad as the Chairman, a

position which he still holds to date. At present, he is also the Chairman of Kumpulan Ikram Sdn Bhd and a member of the Board

of Governors of Kuala Lumpur Infrastructure University College (KLIUC).

Tan Sri Dato’ Othman bin Mohd Rijal holds B.A (Hons) from the University of Malaya, and a M.A. in Public Policy & Administration

from University of Wisconsin, Madison, U.S.A.

Tan Sri Dato’ Othman bin Mohd Rijal has no family relationship with any Director and/or major shareholder of the Company and

has no conflict of interest with the Company. He has had no convictions for offences within the past ten (10) years and does not

hold any shares in the Company and its subsidiaries.

Tan Sri Dato’ Othman bin Mohd Rijal attended all the nine (9) Board meetings of the Company held during the financial year

ended 31 December 2006.

�� Datuk Hj Zainal Abidin bin Hj Ahmad

– Deputy Executive Chairman

Datuk Hj Zainal Abidin bin Hj Ahmad, Malaysian, aged 49, was appointed to the Board as Executive Director on 27 September

2005 and has assumed the position of Deputy Chairman since 9 March 2006.

Datuk Hj Zainal presently also holds the position of Group Managing Director/Chief Executive Officer of Zecon Engineering

Berhad, as well as Managing Director of Sarawak Concrete Industries Berhad. Datuk Hj Zainal started his career by joining the

Sarawak Civil Service in 1981 until he move to private sector in 1987 involving in the construction industry and later expanded

to property development. Datuk Hj Zainal holds a Master of Arts degree in Management ; a Diploma in Accounting from the

University of Kent at Canterbury, England and a Bachelor of Arts from the University Kebangsaan Malaysia.

Datuk Hj Zainal has a direct shareholding of 2,515,200 ordinary shares and indirect shareholding of 16,007,100 ordinary shares

in the Company and is the major shareholder of the Company.

Datuk Hj Zainal Abidin is the brother to Tuan Hj Zainurin, the Executive Director of Halifax Capital Berhad and has no conflict of

interest with the Company. He has had no convictions for offences within the past ten (10) years.

Datuk Hj Zainal attended eight (8) Board meetings of the Company held during the financial year ended 31 December 2006.

8

Directors’ Profile [cont’d]

�� Jamel bin Matin @ Ibrahim

- Managing Director

Jamel bin Matin @ Ibrahim, a Malaysian, aged 54, was appointed as the Managing Director of Halifax Capital Berhad on 9

March 2006.

Jamel started his career as Wellsite Petroleum Engineer of Sarawak Shell Berhad in 1978. He served Sarawak Shell Berhad for

about 13 years and subsequently Shell Malaysia Ltd for about 3 years. He then further enhanced his exposure in UK and

Nigeria during the period from 1995 to 1999, in petroleum development companies. Prior to joining the Company, he was

Executive Director and Director of CMS group of companies.

Jamel obtained his Bachelors Degree in Civil Engineering from Queen Mary College, and University of London, United Kingdom

in 1978. He is a full member of the Institution of Engineers Malaysia and a Professional Engineer registered with the Board of

Engineers Malaysia. In recognition of his achievements, he was awarded the title PPB (Pingat Perkhidmatan Bakti) by the

Sarawak State Government in 2005.

Jamel has no family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with

the Company. He has a direct shareholding of 25,000 ordinary shares in the Company and has had no convictions for offences

within the past ten (10) years.

Jamel attended all the eight (8) Board meetings of the Company held during his tenure of service in the financial year ended 31

December 2006.

�� Hj Zainurin Bin Hj Ahmad


Hj Zainurin Bin Hj Ahmad, a Malaysian, aged 46, was appointed to the Board as Executive Director on 27 September 2005.

Hj Zainurin holds a Master of Commerce Degree in Business Administration from the University of Canterbury, Christchurch,

New Zealand, a BSc. in Business Administration from Indiana Institute of Technology, Indiana, USA, as well as a Diploma in

Business Studies from the Universiti Teknologi MARA. His forte is in the field of finance and commercial sectors that he gained

from Advance Establishment Berhad as a General Manager prior to joining Zecon Engineering Berhad as Executive Director on

12 June 1998.

Hj Zainurin is the brother to Datuk Hj Zainal Abidin, the Deputy Chairman and major shareholder of the Company and has no

conflict of interest with the Company. He has had no convictions for offences within the past ten (10) years and does not hold

any shares in the Company and its subsidiaries.

Hj Zainurin attended all the nine (9) Board meetings of the Company in the financial year ended 31 December 2006.

�� Hamzah bin Mahmood


Hamzah Bin Mahmood, a Malaysian, aged 45, was appointed to the Board as Executive Director on 26 August 2005. Hamzah

has more than 17 years experience gained from securities firms and banks. Prior to joining the Company, Hamzah was a CEO

of Mayban Securities Sdn Bhd. Prior to that, he also held several senior positions in Kenanga Deutsche Futures Sdn Bhd,

Kidder, Peabody & Co AG, HSBC Group, London, UK etc.

Hamzah holds a MBA (Finance) from North Texas State University and a Bachelor of Science (Mathematics) from Illinois State

University.

Hamzah has no family relationship with any Director and/or major shareholder of the Company and has no conflict of interest

with the Company. He has a direct shareholding of 10,000 ordinary shares in the Company and has had no convictions for

offences within the past ten (10) years.

Hamzah attended eight (8) Board meetings of the Company held in the financial year ended 31 December 2006.

9


�� Gajalie bin Sazalie


Gajalie Bin Sazalie, a Malaysian, aged 42, was appointed to the Board as Non-Executive Director on 13 October 2005 and

subsequently as Executive Director on 9 March 2006. Gajalie also serves as a member of the Audit Committee.

Gajalie has over 17 years experience in accounting and financial management field gained through his services in various

companies. He is currently the General Manager of Zecon Engineering Berhad. Prior to joining Zecon Engineering Berhad, he

was with Eastbourne Corporation Berhad as Financial Controller and Executive Director. Gajalie did his Advanced Diploma in

Accountancy at Universiti Teknologi MARA and is a member of the Malaysian Institute of Accountants.

Gajalie has no family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with

the Company. He has had no convictions for offences within the past ten (10) years and does not hold any shares in the

Company and its subsidiaries.

Gajalie attended all the nine (9) Board meetings of the Company held in the financial year ended 31st December 2006.

�� Prof Dato’ Mohd Hamdan bin Hj Adnan


Prof Dato’ Mohd Hamdan, a Malaysian, aged 58, was appointed to the Board as Independent Non-Executive Director on 27

September 2005. Prof. Dato’ is also the Chairman of the Audit Committee, a member of the Nomination Committee and the

Remuneration Committee.

Prof Dato’ Mohd Hamdan is a professor who is actively involved in various positions in the field of academic, social, professional

and administrative services, in government departments; social organizations; universities etc. He was a professor of Faculty of

Communication and Media Studies, UiTM; Head of School of Mass Communication, Institute Technology Mara; Head for Public

Relations & Advertising Programme, School of Mass Communication, ITM; President of the Selangor and Federal Territory

Consumers Association; President of Federation of Malaysian Consumers Association (FOCMA), etc. As the President of

FOMCA, he is a vocal spokesperson on consumer issues. He was also a commissioner for the National Human Rights Commission

of Malaysia (SUHAKAM) from year 2000 to April 2006. He holds a Master of Science (Public Relations) from Boston University,

a Master of Communication (Sociology & Political Science) from University of Washington and a Diploma in Mass Communication

from ITM.

Prof Dato’ Mohd Hamdan has no family relationship with any Director and/or major shareholder of the Company and has no


any shares in the Company and its subsidiaries.

Prof Dato’ Mohd Hamdan attended six (6) Board meetings of the Company held in the financial year ended 31 December 2006.

10


�� Dato’ Tan Eng Guan


Dato’ Tan Eng Guan, a Malaysian, aged 62, was appointed to the Board as Independent Non-Executive Director on 7

February 2006. He is also a member of the Audit Committee.

Dato’ Tan graduated in 1971 with B.Econs (Hons.) from the University of Malaya and had served the Government until his

retirement. For more than 15 years, he was in the Ministry of Finance handling all matters relating to companies in which the

Minister of Finance Incorporated had shareholdings. After his retirement, he served several years in Government companies

such as Malaysian Kuwaiti Investments Company and Khazanah Nasional Berhad. He had also served on the Board of

Directors of various Government companies.

Dato’ Tan Eng Guan has no family relationship with any Director and/or major shareholder of the Company and has no


any shares in the Company and its subsidiaries

Dato’ Tan attended seven (7) Board meetings of the Company held in the financial year ended 31st December 2006

�� Dato’ Hj Hamzah bin Hj Ghazalli

- Independant Non-Executive Director

Dato’ Hj Hamzah Bin Hj Ghazalli, a Malaysian, aged 58, was appointed to the Board as Independent Non-Executive Director

on 27 September 2005. He also serves the Company as the Chairman of the Remuneration Committee as well as member

of the Nomination Committee. Dato’ Hj Hamzah is presently also a director of Putera Capital Berhad. He was an Administrative

and Diplomatic Services Officer and had served the Government of Malaysia for more than 32 years. He started his career

with the Government of Malaysia in April 1973 and retired in April 2005. Prior to his retirement, he was the State Secretary of

Negeri Sembilan. He holds a Master Degree of Arts in International Affair (Management) from University of Ohio, United

States and B.A Hons from University of Malaya.

Dato’ Hj Hamzah has no family relationship with any Director and/or major shareholder of the Company and has no conflict

of interest with the Company. He has had no convictions for offences within the past ten (10) years and does not hold any

shares in the Company and its subsidiaries.

Dato’ Hj Hamzah attended eight (8) Board meetings of the Company held in the financial year ended 31st December 2006.

�� Zailan bin Mohd Zahid


Zailan Mohd Zahid, Malaysian aged 47, was appointed to the Board as an Independent Non-Executive Director of Halifax

Capital Berhad on 26 August 2005. He is also the Chairman of the Nomination Committee, member of the Audit Committee

and the Remuneration Committee. Zailan graduated with a Bachelor of Science in Civil Engineering from Glasgow University,

UK in 1984. He also holds a Diploma in Management from the Malaysian Institute of Management. He started his career as

an Engineer with Jabatan Kerja Raya and subsequently Jabatan Bekalan Air Johor till 1995. He pursued his career with

Syarikat Air Johor until 2001. Zailan has extensive knowledge in the field of water supply, engineering and construction.

Throughout his 21 years career, he has been involved in various disciplines including engineering, project management,

construction management, human resources, and general management and has held numerous senior management positions

in the companies he has served.

Zailan has no family relationship with any Director and/or major shareholder of the Company and has no conflict of interest

with the Company. He has a direct shareholding of 1,700 ordinary shares in the Company and has had no convictions for

offences within the past ten (10) years.

Zailan attended eight (8) Board meetings of the Company held in the financial year ended 31 December 2006.

11

Chairman’s Statement

On behalf of the Board of Directors, I hereby present to you the Annual

Report and Financial Statements of Halifax Capital Berhad and the

Group for the financial year ended 31st December 2006.

FINANCIAL HIGHLIGHT

The Group revenue for the 12 months ended 31 December 2006 was

RM 11.6 million, an increase of 23.4% from RM9.4 million recorded in

previous financial year. The Group registered net loss of RM2.4 million

for the year which represented slight improvement of 17.2% as compared

to RM2.9 million in year 2005.

The financial transactions of 2006 are mainly derived from the current

assembly business which has shown slight improvement in turnover

but still far meeting its break-even point.

OPERATIONS REVIEW

The above performance had been recurrent for the past few years mainly due to stiff competition in the marketplace. Under

such unfavourable situation, the Company had taken a total review of its business strategies in order to re-position the Group

to succeed and improve its performance.

The main focus for year 2006 was mainly on exploring new business opportunities to attain sustainable growth whilst at the

same time continuous consolidation efforts on the current assembly operations were carried out to contain cost. Critical to

the company’s survival is the identification of a good on-going asset to be injected into the Group.

CORPORATE DEVELOPMENT

On 8 May 2006, the Company was designated under the category of Amended Practice Note 17 by Bursa Malaysia Securities

Berhad pursuant to Paragraph 8.14C and Paragraph 2.1(a) of Practice Note no. 17/2005 of the Listing Requirements.

The Company is now classified as an affected listed issuer and is required to submit a comprehensive proposal of the

Company’s restructuring scheme to the regulatory authorities within 8 months from the date of the classification for approval.

As stipulated by Bursa Malaysia Securities Berhad, this Regularisation Plan must address all the issues that affect the

financial performance of the Group.

Although the Company was not able to submit the Regularisation Plan within the time stipulated, it had obtained extension of

time for submission until 6th June 2007.

The Directors are currently in the process of finalising the scheme for submission to the regulatory authorities.

12

Chairman’s Statement [cont’d]

OUTLOOK & PROSPECTS

Upon approval and implementation of the Regularisation Plan, the Group expects the scheme would address the current

financial issues faced. In the meantime, the Group will continue to proceed with its existing business until such suitable time

for a complete review of the existing assembly line business.

With the Proposed Regularisation Plan in place, the Board of Directors is confident of better performance in the forthcoming

years.

DIVIDEND

The Board of Directors does not recommend any dividend payment for the year.

APPRECIATION

The Group successfully endured a challenging past year with the strong support from various internal and external parties.

For this, on behalf of the Board of Directors, I would like to take this opportunity to thank the government departments and

agencies, financiers, suppliers, business associates and shareholders for their continued support, confidence and invaluable

contribution to the Group.

I would also like to convey my sincere appreciation to the management and staff for their continuous contribution, dedication

and commitment.

Tan Sri Dato’ Othman Bin Mohd Rijal

Chairman

13

Audit Committee Report

COMPOSITION OF MEMBERS

Chairman

Prof Dato’ Mohd Hamdan bin Hj Adnan (Independent Non-Executive Director)

Members

Gajalie bin Sazalie (Executive Director)

Tan Sri Dato’ Othman bin Mohd Rijal (Independent Non-Executive Director)

Dato’ Tan Eng Guan (Independent Non-Executive Director)

Zailan bin Mohd Zahid (Independent Non-Executive Director)

TERMS OF REFERENCE

MEMBERSHIP

The Audit Committee shall be appointed by the Board from amongst the Directors of the Company which fulfills the following

requirements:-

� The Committee must be composed of not less than three members.

� A majority of the Committee including the Chairman must be independent Directors.

� At least one member of the Committee:

- must be a member of the Malaysian Institute of Accountants (MIA); or

- if he is not a member of the MIA, he must have at least 3 years working experience and

(1) he must have passed the examinations specified in Part I of the 1st schedule of the Accountants Act, 1967;

or

(2) he must be a member of one of the associations of accountants specified in Part II of the 1st schedule of

the Accountants Act, 1967.

� If membership of the Committee for any reason falls below three members, the Board of Directors shall, within three

months of that event, appoint such number of new members as may be required to fulfill the minimum requirement.

� No alternate director shall be appointed as member to the Committee.

The terms of office and performance of the Committee and each of its members shall be reviewed by the Board not less than

once every three years to determine whether the Committee and its members have carried out their duties in accordance

with their terms of reference.

MEETINGS AND MINUTES

Meetings shall be held not less than four times a year, or more frequently when necessary. The presence of external auditors

will be requested if required. Other Board members and employees may attend meetings upon the invitation of the Audit

Committee. The external auditors may request a meeting if they consider it necessary. Written notice of the meeting together

with the agenda shall be given to the members of the Committee and where applicable, the external auditors.

The Secretary to the Audit Committee shall be the Company Secretary. Minutes of each meeting shall be distributed to each

member of the Board. The Chairman of the Committee shall report on each meeting to the Board.

14

Audit Committee Report [cont’d]

During the financial year ended 31 December 2006, the Audit Committee held a total of five meetings. The details of attendance

of the Committee members are as follows:-

Chairman/Members 20.02.2006 20.04.2006 23.05.2006 24.08.2006 10.11.2006

Prof Dato’ Mohd Hamdan bin Hj Adnan ✓ ✓ ✓ ✓ ✓

Tan Sri Dato’ Othman bin Mohd Rijal ✓ ✓ ✓ ✓ ✓

Dato’ Tan Eng Guan ✓ ✓ ✓ ✓ ✓

Zailan bin Mohd Zahid ✓ ✓ ✓ ✓ ✓

Gajalie bin Sazalie ✓ ✓ ✓ ✓ ✓

AUTHORITY

The Committee is authorised by the Board to investigate any activity within its terms of reference and shall have unrestricted

access to any information it requires from any employee and all employees are directed to co-operate with any request made

by the Committee. The Committee is also authorised by the Board to obtain external legal or other independent professional

advice as necessary.

The Committee shall have direct access to external auditors and be able to convene meetings with external auditors excluding

the attendance of the executive members of the Committee, whenever necessary.

DUTIES AND RESPONSIBILITIES

The duties of the Committee shall be:-

� To consider the appointment of external auditors, audit fees and any questions of resignation and dismissal.

� To discuss with the external auditors, prior to the commencement of audit, the nature and scope of audit.

� To review the quarterly financial reports and year end financial statements of the Group and the Company before

submission to the Board, focusing on:-

- going concern assumption

- compliance with accounting standards and regulatory requirements

- any changes in accounting policies and practices

- significant issues arising from the audit

- major judgmental areas

� To discuss problems and reservations arising from the interim and final external audits, and any matters the external

auditors may wish to discuss (in the absence of management, where necessary).

� To review the external auditors’ management letter and management’s response.

� To review the adequacy of scope, functions and resources of the internal control systems.

� To monitor related party transactions entered into by the Company and the Group, and to ensure that the Directors

disclose such transactions as necessary in accordance with the Bursa Malaysia Securities Berhad’s listing requirements.

� To consider other topics as defined by the Board.

15

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

During the financial year ended 31 December 2006, the activities undertaken by the Audit Committee included the following:

1. Reviewing the quarterly financial statements before announcements to the Bursa Malaysia Securities Berhad.

2. Reviewing the year-end financial statements.

3. Discussing and reviewing the external auditors’ scope of work, audit plan and procedures.

4. Discussing and reviewing the state of internal control in the Company.

INTERNAL AUDIT FUNCTION

One of the main functions of the Audit Committee is to review and access the effectiveness of the system of internal control

and to work out the internal findings, recommendations and corrective measures, if necessary, to be taken by the management.

The Audit Committee has relied on reports from internal auditors as well as business and other reports from the management

and Executive Directors, reviews of quarterly financial performance and input from the external auditors to discharge its

functions.

Audit Committee Report [cont’d]

16

Statement On Corporate

Governance

The Code

The Board of Directors is committed to ensuring the highest standards of corporate governance are practiced throughout the

Group as a fundamental part of discharging its responsibilities to protect and enhance shareholders’ value and the financial

performance of Halifax Capital Berhad.

DIRECTORS

Composition of the Board

The Board presently has 10 members, comprising 5 executive directors and 5 independent non-executive directors. No

individual dominates the Board’s decision making and the number of Directors reflects fairly the investment of the shareholders.

The Board also fulfills the requirement of having at least one-third of its members as independent non-executive directors.

Tan Sri Dato’ Othman bin Mohd Rijal is the Independent Non-Executive Chairman, Datuk Hj Zainal Abidin bin Hj Ahmad as

Deputy Chairman of the Board while Jamel bin Matin@ Ibrahim leads the Board as Managing Director. There is a clear

division of responsibility between these roles to ensure balance of power and authority. Together, the Directors bring a wide

range of business; commercial and financial experience relevant to the direction of the Group.

The Board continues to give close consideration to its size, composition and spread of experience and expertise. This

balance enables the Board to provide effective leadership as well as independent judgement on business decisions taking

into account long term interests of shareholders, customers, suppliers and other business associates the Group conducts its

business.

The profile of the members of the board is also provided in this Annual Report.

Board Responsibilities

An effective Board leads and controls the Group. This entails reviewing and adopting strategic plans for the company, setting

direction, overseeing the conduct of the business and managing the Company. Key matters such as approval of annual

financial statements and quarterly financial results, acquisitions and disposals, capital expenditures, budgets, material contracts

and business engagements, succession planning for top management are reserved for the Board. These reserved matters

are set out in a formal statement of the Board’s role.

The Board has also delegated certain responsibilities to other Board committees, which operate within clearly defined terms

of reference. Standing committees of the Board include the Audit Committee, the Nomination Committee and the Remuneration

Committee.

17


Governance [cont’d]

Board Meetings and supply of information

The Board holds at least four regularly scheduled meetings annually. During the financial year ended 31st December 2006,

the Board met for a total of 9 times where amongst others, it reviewed the Group business reports, Proposed Regularisation

Plan pursuant to Practice Note 17/2005 and quarterly financial results prior to the announcement to the Bursa Malaysia

Securities Berhad (“BMSB”). The number of meetings attended by each member of the Board during the financial year

ended 31 December 2006 are as follows:

Name of Director Total Meetings Percentage of

Attended Attendance (%)

Tan Sri Dato’ Othman Bin Mohd Rijal 9/9 100

Datuk Hj Zainal Abidin Bin Hj Ahmad 8/9 89

Jamel Bin Matin@ Ibrahim 8/8 100

(Appointed on 09-03-2006)

Hj Zainurin Bin Hj Ahmad 9/9 100

Hamzah Bin Mahmood 8/9 89

Gajalie Bin Sazalie 9/9 100

Prof Dato’ Mohd Hamdan Bin Hj Adnan 6/9 67

Dato’ Tan Eng Guan 7/9 78

Dato’ Hj Hamzah Bin Hj Ghazalli 8/9 89

Zailan Bin Mohd Zahid 8/9 89

Prior to the Board Meetings, all Directors will be provided with an agenda and board papers for their review. This is issued in

sufficient time to enable them to review matters to be deliberated at the Board meeting and to obtain further explanation,

where necessary.

All Directors have access to the advice and services of the Company Secretaries, who are responsible for ensuring the

Board Meeting procedures are followed and that applicable rules and regulations are complied with. Besides, the Directors

also advisable to take independent professional advice at the Company’s expense, if necessary.

Directors have access to all information within the Company, whether as a full Board member or in an individual capacity, in

the furtherance of their duties.

Minutes of the Board meeting are circulated to each Director for their perusal prior to the confirmation of minutes at the

following Board meeting.

The Memorandum and Articles of Association of the Company provides for the Chairman to have the casting vote in the

event when an equality of votes arises over an issue in question.

Appointment and Re-election of Directors

Any new appointment to the Board will be deliberated on by the full Board based on recommendation by the Nomination

Committee.

18



The Nomination Committee comprises the following members:

Chairman : Zailan bin Mohd Zahid (Independent Non-Executive Director)

Members : Prof Dato’ Mohd Hamdan bin Hj Adnan (Independent Non-Executive Director)

Dato’ Hj Hamzah bin Hj Ghazalli (Independent Non-Executive Director)

The terms of reference approved for the Committee are: -

� Consider and recommend to the Board candidates for directorships proposed by the Managing Director, Board members

and senior executives of the Company or shareholders.

� Review the Board’s required mix of skills, experience and other quality including core competencies which non-

executive directors should bring to the Board.

� Assess the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual

director.

� Recommend to the Board, directors to fill the seats on Board committees; consider and recommend a policy regarding

the period of service of executive and non-executive directors on the various Boards of the Group, its subsidiaries and

associate companies.

� Consider and recommend solutions on issues of conflict of interest affecting directors of the Group and its subsidiaries

and associate companies.

� Consider and recommend any measures to upgrade the effectiveness of directors of the Group and its subsidiaries

and associate companies.

� To carry out such other assignments as may be delegated by the Board.

On appointment, directors will receive information on the Company, which include financial, corporate business and regulatory

information and their formal statement of the Board’s role. Information will regularly be updated through meetings or written

circulars.

In accordance with the Company’s Articles of Association, at the first Annual General Meeting of the Company, all the

Directors shall retire from office and at the Annual General Meeting in every subsequent year, one-third of the Directors for

the time being or if the number is not three or a multiple of three, then the number nearest one-third shall retire from office.

All Directors shall retire from office once at least in every 3 years. Directors who are appointed during the year shall retire at

the next Annual General Meeting held following their appointments.

Directors’ Training

All the Directors of the Company have attended the Mandatory Accreditation Programme (“MAP”) as required by Bursa

Malaysia Securities Berhad. The directors will continue to undergo other relevant training programmes to further enhance

their knowledge on a continuous basis in compliance with the Bursa Malaysia Securities Berhad’s Listing Requirements on

the Continuing Education Programme.

Save for those Directors who attended the MAP during the year, all other Directors have undergone training as determined

by the Board of Directors pursuant to para 15.09 (2) of the Listing Requirements, for the financial year ended 31 December

2006.

DIRECTORS’ REMUNERATION

The Board’s Remuneration Committee comprises the following members:

Chairman : Dato’ Hj Hamzah bin Hj Ghazalli (Independent Non-Executive Director)

Member : Prof Dato’ Mohd Hamdan bin Hj Adnan (Independent Non-Executive Director)

Zailan bin Mohd Zahid (Independent Non-Executive Director)

19



The terms of reference approved for the Committee are:-

� Review and recommend the remuneration policy of the Group.

� Recommend to the Board the remuneration of executive directors in all its forms, drawing from outside advice as

necessary and to review annually the compensation of directors. The executive directors will not be present when

matters affecting his own remuneration are considered.

� Remuneration packages of non-executive directors including non-executive chairman should be a matter for the

Board as a whole and the individual concerned should abstain from discussion of their own remuneration.

� Plan for succession to the position of chairman, deputy chairman and managing director as well as certain other

senior management positions in the Group and the managing director to annually provide the Committee with an

assessment of senior managers and their potential.

� Review the performance of managing director and executive directors within the Group.

� Recommend the appointment and promotion of top executives (general managers and above) within the Group,

determine their salaries and recommend salary revisions and improvements as are considered necessary together

with fringe benefits, perquisites and bonus programmes.

� Recommend suitable short and long term incentive plans including the setting of appropriate performance targets as

well as a programme for management development.

� To carry out such other assignments as may be delegated by the Board.

The policy of the Remuneration Committee is to reward employees competitively, taking into account performance, market

comparisons and competitive pressure in the industry. In the case of executive directors, the component parts of remuneration

are structured so as to link rewards to corporate and individual performance. In the case of non-executive directors, the level

of remuneration reflects the experience and level of responsibilities undertaken by the particular non-executive Director

concerned.

A summary of the remuneration of the Directors for the financial year ended 31 December 2006, distinguishing between

executive and non-executive directors in aggregate, with categorization into appropriate components and the number of

directors whose remuneration falls into each successive band of RM50,000 are as follows: -

Directors’ Remuneration

Executive Non-Executive Total

Directors Directors

Fees (RM) 15,000 15,000 30,000

Salary (RM) 497,912 - 497,912

EPF (RM) 59,760 - 59,760

Allowance (RM) 8,400 61,529 69,929

Total (RM) 581,072 76,529 657,601

Range of Remuneration

Number of Directors

Executive Non-Executive Total

Directors Directors

RM0 - RM50,000 3 4 7

RM 50,001 - RM100,000 - 1 1

RM100,001 - RM150,000 - - -

RM150,001 - RM200,000 - - -

RM200,001 - RM250,000 1 - 1

RM250,001 - RM300,000 - - -

RM300,001 - RM350,000 1 - 1

20



RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS

Dialogue Between the Company and investors

The Group recognizes the importance of accountability to its shareholders through proper communication with its shareholders.

The Group reaches out to its shareholders through the distribution of the annual reports.

The Non-Executive Chairman and Executive Directors are available to meet with investors and shareholders as appropriate

to explain the Group’s strategy, major development and performance. However, any information that may be regarded as

undisclosed material information about the Group will not be given to any single shareholder or shareholder group.

Dialogue Between the Company and shareholders

The Annual General Meeting is the principal forum for dialogue with the shareholders. Notice of the Annual General Meeting

and annual reports are sent out to shareholders at least 21 days before the date of the meeting.

At each Annual General Meeting, the shareholders are encouraged to raise questions in respect of agenda items of the

meeting. Executive Directors and where appropriate, the Chairman of the Audit Committee is available to respond to

shareholders’ questions during the meeting. Where appropriate, the Chairman will undertake to provide a written answer to

any significant question, which cannot be readily answered on the spot.

In case of re-election of Directors, the Board will ensure that full information is disclosed through the notice of the meeting

regarding Directors who are retiring and who are willing to serve if re-elected.

Items of special business included in the notice of the meeting will be accompanied by an explanatory statement on the

proposed resolution to facilitate full understanding and evaluation of issues involved.

ACCOUNTABILITY AND AUDIT

Financial Reporting

In presenting the annual financial statements and quarterly announcements to shareholders, investors and regulatory

authorities, the Directors aim to present a balanced and understandable assessment of the Group’s position and prospects.

The Audit Committee assists the Board in scrutinising information for disclosure to ensure accuracy, adequacy and

completeness. The Statement by Directors pursuant to section 169 of the Companies Act, 1965 is set out on page 27 of this

Annual Report.

Internal Control

The Board has overall responsibility for maintaining a system of internal controls that provides reasonable assurance of

effective and efficient operations, and compliance with laws and regulations, as well as with the internal procedures and

guidelines.

Information on the internal control is presented in the Statement on Internal Control laid out on page 21.

Relationship with the Auditors

The role of the Board and the Audit Committee in relation to the external auditors is stated in the Report on Audit Committee

set out on pages 13 to 15. The Company has always maintained a close and transparent relationship with its auditors in

seeking professional advice and ensuring compliance with the accounting standards in Malaysia.

21

Statement On Internal Control

The Board of Directors (“the Board”) is committed to maintaining a sound system of internal control to safeguard shareholders’

investment and the Group’s assets. The Board is pleased to provide the following Statement on Internal Control which

outlines the nature and scope of internal controls of the Group during the year pursuant to Paragraph 15.27(b) of the Bursa

Malaysia Securities Berhad’s Listing Requirements.

RESPONSIBILITY

The Board affirms its overall responsibility for the Group’s systems of internal control and for reviewing the adequacy and

effectiveness of the Group’s internal control systems and management information systems, including systems for compliance

with applicable laws, regulations, rules, directives and guidelines. The review covers financial, operational and compliance

controls of the Group. In view of the inherent limitations in any system of internal control, the system is designed to manage

rather than eliminate the risk of failure to achieve its corporate objectives. Accordingly, it can only provide reasonable but not

absolute assurance against misstatement or loss.

INTERNAL CONTROL

Whilst the Board maintains full control and direction over appropriate strategic, financial, organizational and compliance

issues, it has delegated to management the implementation of the system of internal control within an established framework.

The key elements of the Group’s internal control systems include the following: -

� A clearly defined organizational structure, delegation of authorities based on responsibility centres and authority

limits.

� The Management is responsible for : -

- identification and evaluation of significant risks applicable to their respective area of business together with the

design and operation of suitable internal controls;

- ensuring that an effective systems of internal control is in place;

- meeting defined reporting deadlines and ensuring compliance with policies, procedure and regulatory requirement.

� A comprehensive business planning and budgeting process which establishes plans and targets against which

performance is monitored on an on-going basis. The business planning process of the Group determines business

objectives, strengths, weaknesses, opportunities, threats and key business risks, and action plans are formulated

thereon.

� Monthly monitoring and reviewing of financial results and forecasts for the companies within the Group including

reporting of performance against the operating plans and annual budgets.

� Corporate values and code of conduct, which emphasize on ethical behaviour are set out in Group’s Employee

Handbook.

� Continuous staff training and development are emphasized to enhance employee competences and proficiencies.

The Audit Committee at the material time of the change of Board is committed to a continuous upgrading and strengthening

of the internal control system. The Board is of the view that there will be an on going process for improvement of the internal

control systems for sufficient safeguard of the Group’s interest.

This statement is made in accordance with a resolution of the Board of Directors.

22

Statement Of Directors’

Responsibility

This statement is prepared as required by Paragraph 15.27(a) of the Listing Requirements of the Bursa Malaysia Securities

Berhad.

The Directors are required to prepare financial statements, which give a true and fair view of the state of affairs of the Group

and of the Company as at the end of each financial year and of the results and cash flows of the Group and of the Company

for the financial year then ended.

The directors considered that in preparing the financial statements,

� The Group and the Company have used appropriate accounting policies and are consistently applied;

� Reasonable and prudent judgements and estimates were made; and

� All applicable approved accounting standards in Malaysia have been followed.

The directors are responsible for ensuring that the Company maintains accounting records that disclose with reasonable

accuracy the financial position of the Group and the Company, and which enable them to ensure the financial statements

comply with the Companies Act 1965.

The directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the

assets of the Group, and to prevent and detect fraud and other irregularities.

23

Sanctions and /or Penalties

There were no public sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by

any regulatory bodies during the financial year.

Material Contracts

There were no material contracts entered into by the Company and its subsidiaries involving Directors and substantial

shareholders during the financial year.

Revaluation Policy on Landed Properties

It is the policy of the Group to revalue the landed properties every five years or at such shorter period as may be considered

to be appropriate taking into account the prevailing economic conditions and industry outlook as well as the advice of

professional valuers and appraisers.

The Company’s properties as at 31 December 2006 are listed on page 68.

Non-Audit Fees

The was no non-audit fees paid by the Company to the External Auditors, Messrs. Ernst & Young for the financial year ended

31 December 2006.

Share Buy-Backs

The Company did not make any share buy-back during the financial year.

Options, Warrants or Convertible Securities

No options, warrants or Convertible Securities were exercised during the financial year.

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

The Company did not sponsor any ADR or GDR programme during the financial year.

Variation in Results

There was no variation of 10% or more between the audited results for the financial year ended 31 December 2006 and the

unaudited results previously released for the financial quarter ended 31 December 2006 of the Company.

Profit Guarantee

The Company did not make any arrangement during the financial year which requires profit guarantee.

Recurrent Related Party Transactions

There were no recurrent related party transactions of a revenue or trading nature during the financial year ended

31 December 2006.

Additional Compliance Information

24

��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 2006.

PRINCIPAL ACTIVITIES

The principal activities of the Company consist of investment holding, assembly and sale of electrical and electronic products.

Pursuant to the Amended Practice Note No. 17/2005 ("PN17") and Paragraph 8.14C of the Listing Requirements of Bursa

Malaysia Securities Berhad, the Company has been classified as an Affected Listed Issuer, as the Company's shareholders'

equity on consolidated basis is less than 25% of the issued and paid-up share capital of the listed issuer.

The principal activities of the subsidiaries are described in Note 13 to the financial statements.

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

CHANGE OF COMPANY’S NAME

On 28 June 2006, the Company changed its name from Setron (Malaysia) Bhd. to Halifax Capital Berhad.

RESULTS

Group Company

RM’000 RM’000

Net loss for the year 2,440 3,772

=========== ===========

There were no material transfers to or from reserves or provisions during the financial year.

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not

substantially affected by any item, transaction or event of a material and unusual nature.

DIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date of this report are:

Tan Sri Dato’ Othman Bin Mohd Rijal

Datuk Hj Zainal Abidin Bin Hj Ahmad

Jamel Bin Matin @ Ibrahim

Hj Zainurin Bin Hj Ahmad

Hamzah Bin Mahmood

Gajalie Bin Sazalie

Prof. Dato’ Mohd Hamdan Bin Hj Adnan

Dato’ Hj Hamzah Bin Hj Ghazalli

Dato’ Tan Eng Guan

Zailan Bin Mohd Zahid

DIRECTORS’ BENEFITS

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the

Company was a party, whereby directors might acquire benefits by means of the acquisition of shares in or debentures of the

Company or any other body corporate.

25

��Directors’ Report [cont’d]

DIRECTORS’ BENEFITS [cont’d]

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than

benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of

a full-time employee of the Company as disclosed in the financial statements) by reason of a contract made by the Company

or a related corporation with any director or with a firm of which the director is a member, or with a company in which he has a

substantial financial interest.

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares

in the Company or its related corporations during the financial year were as follows:

Number of Ordinary Shares of RM1 Each

1.1.2006 Acquired Sold 31.12.2006

The Company

Direct Interest:

Datuk Hj Zainal Abidin Bin Hj Ahmad 2,320,600 74,600 - 2,395,200

Hamzah Bin Mahmood 10,000 - - 10,000

Zailan Bin Mohd Zahid 1,700 - - 1,700

Jamel bin Matin @ Ibrahim - 25,000 - 25,000

Indirect Interest

Datuk Hj Zainal Abidin Bin Hj Ahmad 15,887,000 120,100 - 16,007,100

Datuk Hj Zainal Abidin Bin Hj Ahmad by virtue of his interest in shares in the Company is also deemed interested in shares of

all the Company’s subsidiaries to the extent the Company has an interest.

None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related

corporations during the financial year.

OTHER STATUTORY INFORMATION

(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

provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that

adequate provision had been made for doubtful debts; and

(ii) 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.

(b) At the date of this report, the directors are not aware of any circumstances which would render:

(i) the amount written off for bad debts or the amount of provision for doubtful debts inadequate to any substantial

extent; and

(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render

adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or

inappropriate.

26

OTHER STATUTORY INFORMATION [cont’d]

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or

financial statements of the Group and of the Company which would render any amount stated in the financial statements

misleading.

(e) As at the date of this report, there does not exist:

(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year

which secures the liabilities of any other person; or

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

year.

(f) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of

twelve months after the end of the financial year which will or may affect the ability of the Group or of the

Company to meet its obligations when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the

financial year and the date of this report which is likely to affect substantially the results of the operations of the

Group or of the Company for the financial year in which this report is made.

SUBSEQUENT EVENTS

Subsequent events are disclosed in Note 27 to the financial statements.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors dated 25 April 2007.

Hamzah Bin Mahmood Gajalie Bin Sazalie

��Directors’ Report [cont’d]

27

We, Hamzah Bin Mahmood and Gajalie Bin Sazalie, being two of the directors of Halifax Capital Berhad (formerly known as

Setron (Malaysia) Bhd.), do hereby state that, in the opinion of the directors, the accompanying financial statements set out

on pages 29 to 63 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable MASB

Approved Accounting Standards in Malaysia for Entities Other Than Private Entities so as to give a true and fair view of the

financial position of the Group and of the Company as at 31 December 2006 and of the results and the cash flows of the

Group and of the Company for the year then ended.

Signed on behalf of the Board in accordance with a resolution of the directors dated 25 April 2007.

Hamzah Bin Mahmood Gajalie Bin Sazalie

I, Gajalie Bin Sazalie, being the director primarily responsible for the financial management of Halifax Capital Berhad (formerly

known as Setron (Malaysia) Bhd.), do solemnly and sincerely declare that the accompanying financial statements set out on

pages 29 to 63 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true

and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the

abovenamed Gajalie Bin Sazalie at Kuala

Lumpur in the Federal Territory

on 25 April 2007. Gajalie Bin Sazalie

Before me,

Soh Ah Kau

No.W 315

Commissioner for Oaths

��Statutory Declaration

Pursuant To Section 169(16) Of The Companies Act, 1965

��Statement By Directors

Pursuant To Section 169(15) Of The Companies Act, 1965

28

We have audited the financial statements set out on pages 29 to 63. These financial statements are the responsibility of the

Company’s directors.

It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion

to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume

responsibility to any other person for the content of this report.

We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial

statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors,

as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis

for our opinion.

In our opinion:

(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965

and applicable MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities so as to give

a true and fair view of:

(i) the financial position of the Group and of the Company as at 31 December 2006 and of the results and the cash

flows of the Group and of the Company for the year then ended; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiaries

have been properly kept in accordance with the provisions of the Act.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of

the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial

statements and we have received satisfactory information and explanations required by us for those purposes.

The auditors' reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any

comment required to be made under Section 174(3) of the Act.

Without qualifying our opinion, we draw attention to:

(i) Note 3.1 to the financial statements which indicates that the Group and Company has incurred a net loss of RM2,440,000

(2005: RM2,906,000) and RM3,772,000 (2005: RM2,364,000) respectively for the year ended 31 December 2006 and,

as of that date, the Group's and the Company's current liabilities exceeded its current assets by RM10,224,000 (2005:

RM7,482,000) and RM9,805,000 (2005: RM6,240,000) respectively; and

(ii) Note 1 to the financial statements which discloses that the Company is an affected issuer under PN17/2005 vide its

announcement to Bursa Malaysia on 8 May 2006 and the Board of Directors of the Company has proposed to implement

the proposed restructuring scheme as detailed in Note 27 to the financial statements.

These conditions indicate the existence of a material uncertainty which may cast doubt on the ability of the Group and the

Company to continue as a going concern, which is dependent on the timely and successful approval and implementation of the

proposed restructuring scheme, achieving future profitable operations and generating positive cash flows.

The financial statements of the Group and the Company do not include any adjustments relating to the amounts and classifica-

tion of assets and liabilities that might be necessary should the Group and the Company be unable to continue as a going

concern.

Ernst & Young George Koshy

AF: 0039 No.1846/07/07(J)

Chartered Accountants Partner

Kuala Lumpur, Malaysia

25 April 2007

��Report Of The Auditors To The Members Of

Halifax Capital Berhad

29

��Income Statements

For The Year Ended 31 December 2006

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

Group Company

2006 2005 2006 2005

Note RM’000 RM’000 RM’000 RM’000

Revenue 4 11,594 9,420 11,312 8,891

Cost of sales 5 (11,991) (9,712) (11,959) (9,450)

----------------- ----------------- ----------------- -----------------

Gross loss (397) (292) (647) (559)

Other income 1,349 814 1,030 749

Selling and marketing expenses (114) (278) - -

Administrative expenses (1,338) (2,079) (2,613) (1,552)

Other expenses (1,543) (657) (1,185) (651)

----------------- ----------------- ----------------- -----------------

Loss from operations 6 (2,043) (2,492) (3,415) (2,013)

Finance costs 9 (419) (414) (357) (351)

----------------- ----------------- ----------------- -----------------

Loss before taxation (2,462) (2,906) (3,772) (2,364)

Taxation 10 22 - - -

----------------- ----------------- ----------------- -----------------

Net loss for the year (2,440) (2,906) (3,772) (2,364)

========== ========== ========== ==========

Attributable to:

Equity holders of the Company (2,440) (2,906) (3,772) (2,364)

Minority interests - - - -

----------------- ----------------- ----------------- -----------------

(2,440) (2,906) (3,772) (2,364)

========== ========== ========== ==========

Loss per share attributable to equity

holders of the Company (sen):

Basic 11(a) (4) (5)

========== ==========

Diluted 11(b) (4) (5)

========== ==========

30

��Balance Sheets

As At 31 December 2006

Group Company

2006 2005 2006 2005

Note RM’000 RM’000 RM’000 RM’000

ASSETS

Non-current assets

Property, plant and equipment 12 16,880 16,581 16,368 16,578

Investment in subsidiaries 13 - - - -

----------------- ----------------- ----------------- -----------------

16,880 16,581 16,368 16,578

----------------- ----------------- ----------------- -----------------

Current assets

Inventories 14 1,632 1,193 1,414 1,176

Trade and other receivables 15 1,103 349 1,096 405

Cash and bank balances 16 18 89 11 55

Tax recoverable 4 11 4 11

----------------- ----------------- ----------------- -----------------

2,757 1,642 2,525 1,647

----------------- ----------------- ----------------- -----------------

TOTAL ASSETS 19,637 18,223 18,893 18,225

========== ========== ========== ==========

EQUITY AND LIABILITIES

Equity attributable to equity

holders of the Company

Share capital 21 62,834 62,834 62,834 62,834

Share premium 9,521 9,521 9,521 9,521

Other reserves 22 13,016 13,016 12,602 12,602

Accumulated losses (79,383) (76,943) (79,062) (75,290)

----------------- ----------------- ----------------- -----------------

Total equity 5,988 8,428 5,895 9,667

----------------- ----------------- ----------------- -----------------

Non-current liabilities

Borrowings 17 5 8 5 8

Deferred tax liabilities 20 663 663 663 663

----------------- ----------------- ----------------- -----------------

668 671 668 671

----------------- ----------------- ----------------- -----------------

Current liabilities

Borrowings 17 8,101 4,760 7,700 4,010

Trade and other payables 19 4,880 4,342 4,630 3,877

Income tax payable - 22 - -

----------------- ----------------- ----------------- -----------------

12,981 9,124 12,330 7,887

----------------- ----------------- ----------------- -----------------

Total liabilities 13,649 9,795 12,998 8,558

----------------- ----------------- ----------------- -----------------

TOTAL EQUITY AND LIABILITIES 19,637 18,223 18,893 18,225

========== ========== ========== ==========


31

��Consolidated Statement Of Changes In Equity


Non-Distributable

Share Share Other Accumulated Minority

Capital Premium Reserves Losses Total Interest Total

(Note 21) (Note 22) (Note 23)

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2005 62,834 9,521 13,688 (74,300) 11,743 - 11,743

Realisation of revaluation

reserve - - (277) 277 - - -

Net loss for the year - - - (2,906) (2,906) - (2,906)

Transfer from deferred tax - - 36 (14) 22 - 22

Impairment losses - - (431) - (431) - (431)

----------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2005 62,834 9,521 13,016 (76,943) 8,428 - 8,428

========== ========== ========== ========== ========== ========== ==========

At 1 January 2006 62,834 9,521 13,016 (76,943) 8,428 - 8,428

Net loss for the year - - - (2,440) (2,440) - (2,440)

----------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2006 62,834 9,521 13,016 (79,383) 5,988 - 5,988

========== ========== ========== ========== ========== ========== ==========

��


��Company Statement Of Changes In Equity


Non-Distributable

Share Share Other Accumulated

Capital Premium Reserves Losses Total

(Note 21 ) (Note 22)

RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2005 62,834 9,521 13,274 (73,189) 12,440

Realisation of revaluation reserve - - (277) 277 -

Net loss for the year - - - (2,364) (2,364)

Transfer from deferred tax - - 36 (14) 22

Impairment losses - - (431) - (431)

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2005 62,834 9,521 12,602 (75,290) 9,667

========== ========== ========== ========== ==========

At 1 January 2006 62,834 9,521 12,602 (75,290) 9,667

Net loss for the year - - - (3,772) (3,772)

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2006 62,834 9,521 12,602 (79,062) 5,895

========== ========== ========== ========== ==========

� �

32

��Cash Flow Statements


Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before taxation (2,462) (2,906) (3,772) (2,364)

Adjustments for:

Depreciation 231 251 227 249

Gain on disposal of property, plant and equipment - (26) - (26)

Interest expense 419 414 357 351

Bad debts written off - 35 2 20

Provision for doubtful debts

- subsidiary - - 1,785 -

- others 287 - - -

Inventories written down 94 16 15 16

Waiver of debt by financial institutions and creditors (446) (1) (446) -

Gain on disposal of subsidiaries (Note 13) (287) - - -

Provision for short term accumulating compensated

absences 32 12 27 12

----------------- ----------------- ----------------- -----------------

Operating loss before changes in working capital (2,132) (2,205) (1,805) (1,742)

(Increase)/decrease in receivables (754) 128 (2,478) (144)

Increase in inventories (533) (695) (253) (776)

Increase in payables 952 2,555 1,172 2,371

----------------- ----------------- ----------------- -----------------

Cash used in operations (2,467) (217) (3,364) (291)

Interest paid (419) (414) (357) (351)

Tax refund 7 - 7 -

----------------- ----------------- ----------------- -----------------

Net cash flow used in operating activities (2,879) (631) (3,714) (642)

========== ========== ========== ==========

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (530) (2) (17) (1)

Proceeds from sale of property, plant and equipment - 806 - 806

----------------- ----------------- ----------------- -----------------

Net cash flow (used in)/ generated from investing activities (530) 804 (17) 805

========== ========== ========== ==========

CASH FLOWS FROM FINANCING ACTIVITIES

Drawdown of revolving credits 6,700 - 6,700 -

Repayment of hire purchase and lease financing (3) (3) (3) (3)

----------------- ----------------- ----------------- -----------------

Net cash flow generated from/(used in) financing activities 6,697 (3) 6,697 (3)

========== ========== ========== ==========

NET INCREASE IN CASH AND CASH EQUIVALENTS 3,288 170 2,966 160

CASH AND CASH EQUIVALENTS AT

BEGINNING OF YEAR (4,668) (4,838) (3,952) (4,112)

----------------- ----------------- ----------------- -----------------

CASH AND CASH EQUIVALENTS AT END

OF YEAR (NOTE 16) (1,380) (4,668) (986) (3,952)

========== ========== ========== ==========


33

��Notes To The Financial Statements

31 December 2006

1. CORPORATE INFORMATION

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main

Board of the Bursa Malaysia Securities Berhad. The registered office of the Company is located at 8th Floor, Menara

Zecon, No 92, Lot 393, Section 5 KTLD, Jalan Satok, 93400 Kuching, Sarawak.

Pursuant to the Amended Practice Note No. 17/2005 ("PN17") and Paragraph 8.14C of the Listing Requirements of

Bursa Malaysia Securities Berhad, the Company has been classified as an Affected Listed Issuer, as the Company's

shareholders' equity on consolidated basis is less than 25% of the issued and paid-up share capital of the listed issuer.

The principal place of business of the Company is located at Suite 2A-11-2, Level 11, Block 2A, Plaza Sentral, Jalan

Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur.

The principal activities of the Company consist of investment holding, assembly and sale of electrical and electronic

products.

The principal activities of the subsidiaries are described in Note 13.

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

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the

directors on 25 April 2007.

2. CHANGE OF COMPANY’S NAME

On 28 June 2006, the Company changed its name from Setron (Malaysia) Bhd. to Halifax Capital Berhad.

3. SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of Preparation

The financial statements comply with the provisions of the Companies Act, 1965 and applicable MASB Approved

Accounting Standards in Malaysia for Entities Other Than Private Entities. At the beginning of the current financial

year, the Group and the Company had adopted all new and revised FRSs which are mandatory for financial

periods beginning on or after 1 January 2006 as described in Note 3.3.

The financial statements of the Group and of the Company have also been prepared on a historical basis, except

for freehold land and buildings included within property, plant and equipment that have been measured at its fair

values.

The Group and Company has incurred a net loss of RM2,440,000 (2005: RM2,906,000) and RM3,772,000 (2005:

RM2,364,000) respectively for the year ended 31 December 2006 and, as of that date, the Group's and the

Company's current liabilities exceeded its current assets by RM10,224,000 (2005: RM7,482,000) and RM9,805,000

(2005: RM6,240,000) respectively. The Company is in the process of finalising and submitting its proposed

restructuring scheme as detailed in Note 27. The financial statements of the Group and the Company have been

prepared on a going concern basis as the Board of Directors are of the view that the scheme will be approved and

implemented on a timely and sucessful manner.

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest

thousand (RM’000) except when otherwise indicated.

34

3. SIGNIFICANT ACCOUNTING POLICIES [cont’d]

3.2 Summary of Significant Accounting Policies

(a) Subsidiaries and Basis of Consolidation

(i) Subsidiaries

Subsidiaries are entities over which the Group has the ability to control the financial and operating

policies so as to obtain benefits from their activities. The existence and effect of potential voting

rights that are currently exercisable or convertible are considered when assessing whether the

Group has such power over another entity.

In the Company’s separate financial statements, investments in subsidiaries are stated at cost less

impairment losses. On disposal of such investments, the difference between net disposal proceeds

and their carrying amounts is included in profit or loss.

(ii) Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Company and its

subsidiaries as at the balance sheet date. The financial statements of the subsidiaries are prepared

for the same reporting date as the Company.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group

obtains control, and continue to be consolidated until the date that such control ceases. In preparing

the consolidated financial statements, intragroup balances, transactions and unrealised gains or

losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial

statements for like transactions and events in similar circumstances.

Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method

of accounting involves allocating the cost of the acquisition to the fair value of the assets acquired

and liabilities and contingent liabilities assumed at the date of acquisition. The cost of an acquisition

is measured as the aggregate of the fair values, at the date of exchange, of the assets given,

liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to

the acquisition.

Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the

identifiable assets, liabilities and contingent liabilities represents goodwill. Any excess of the Group’s

interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the

cost of acquisition is recognised immediately in profit or loss.

Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by

the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable

assets and liabilities at the acquisition date and the minorities’ share of changes in the subsidiaries’

equity since then.

(b) Property, Plant and Equipment and Depreciation

All items of plant and equipment are initially recorded at cost. Subsequent costs are included in the asset's

carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future

economic benefits associated with the item will flow to the Group and the cost of the item can be measured

reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are

charged to the income statement during the financial period in which they are incurred.

Capital-work-in-progress is not depreciated as these assets are not available for use.

Subsequent to recognition, property, plant and equipment except for freehold land are stated at cost less

accumulated depreciation and any accumulated impairment losses.


31 December 2006 [cont’d]

35




3.2 Summary of Significant Accounting Policies [cont’d]

(b) Property, Plant and Equipment and Depreciation [cont’d]

Freehold land and buildings are stated at revalued amount, which is the fair value at the date of the

revaluation less any accumulated impairment losses. Fair value is determined from market-based evidence

by appraisal that is undertaken by professionally qualified valuers. Revaluations are performed with sufficient

regularity to ensure that the fair value of a revalued asset does not differ materially from that which would

be determined using fair values at the balance sheet date.

Any revaluation reserve included within equity, except to the extent that it reverses a revaluation decrease

for the same asset previously recognised in profit or loss, in which case the increase is recognised in profit

or loss to the extent of the decrease previously recognised. A revaluation deficit is first offset against

unutilised previously recognised revaluation surplus in respect of the same asset and the balance is

thereafter recognised in profit or loss. Upon disposal or retirement of an asset, any revaluation reserve

relating to the particular asset is transferred directly to retained earnings.

Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation of other property,

plant and equipment is provided for on a straight line basis to write off the cost of each asset to its residual

value over the estimated useful life, at the following annual rates:

Buildings 2%

Plant and machinery 10% - 20%

Equipment, furniture and fittings and motor vehicles 10% - 33 1/3%

The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure

that the amount, method and period of depreciation are consistent with previous estimates and the expected

pattern of consumption of the future economic benefits embodied in the items of property, plant and

equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic

benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any

and the net carrying amount is recognised in profit or loss and the unutilised portion of the revaluation

surplus on that item is taken directly to retained earnings.

(c) Impairment of Non-Financial Assets

The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether

there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is

estimated to determine the amount of impairment loss.

For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for

use, the recoverable amount is estimated at each balance sheet date or more frequently when indicators

of impairment are identified.

For the purpose of impairment testing of these assets, recoverable amount is determined on an individual

asset basis unless the asset does not generate cash flows that are largely independent of those from

other assets. If this is the case, recoverable amount is determined for the cash-generating unit (CGU) to

which the asset belongs to. Goodwill acquired in a business combination is, from the acquisition date,

allocated to each of the Group’s CGUs, or groups of CGUs, that are expected to benefit from the synergies

of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those

units or groups of units.

36



(c) Impairment of Non-Financial Assets [cont’d]

An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its

value in use. In assessing value in use, the estimated future cash flows are discounted to their present

value using a pre-tax discount rate that reflects current market assessments of the time value of money

and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount,

the asset is considered impaired and is written down to its recoverable amount. Impairment losses

recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any

goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other

assets in the unit or groups of units on a pro-rata basis.

(d) Inventories

Inventories are stated at lower of cost and net realisable value.

Cost is determined using the first in, first out method. The cost of raw materials comprises costs of purchase.

The costs of finished goods and work-in-progress comprise costs of raw materials, direct labour, other

direct costs and appropriate proportions of manufacturing overheads based on normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated

costs of completion and the estimated costs necessary to make the sale.

(e) Financial Instruments

Financial instruments are recognised in the balance sheet when the Group has become a party to the

contractual provisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual

arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability,

are reported as expense or income. Distributions to holders of financial instruments classified as equity

are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable

right to offset and intends to settle either on a net basis or to realise the asset and settle the liability

simultaneously.

(i) Cash and Cash Equivalents

For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and

at bank, net of outstanding bank overdrafts.

(ii) Receivables

Receivables are carried at anticipated realisable values. Bad debts are written off when identified.

An estimate is made for doubtful debts based on a review of all oustanding amounts as at the

balance sheet date.

(iii) Payables

Payables are stated at the fair value of the consideration to be paid in the future for goods and

services received.

(iv) Interest Bearing Borrowings

All borrowings are initially recognised at the fair value of the consideration received less directly

attributable transaction costs. After initial recognition, interest bearing borrowings are subsequently

measured at amortised cost using the effective interest method.



37

��



(e) Financial Instruments [cont’d]

(v) Equity Instruments

Ordinary shares are classified as equity.

(vi) Derivative Financial Instruments

Derivative financial instruments are not recognised in the financial statements.

(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. Leases of land and buildings are classified as operating or finance

leases in the same way as leases of other assets and the land and buildings elements of a lease of

land and buildings are considered separately for the purposes of lease classification. All leases

that do not transfer substantially all the risks and rewards are classified as operating leases, with

the following exceptions:

Land held for own use under an operating lease, the fair value of which cannot be measured

separately from the fair value of a building situated thereon at the inception of the lease, is accounted

for as being held under a finance lease, unless the building is also clearly held under an operating

lease.

(ii) Finance leases - the Group as Lessee

Assets acquired by way of hire purchase or finance leases 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, less accumulated depreciation and impairment losses. The corresponding liability is

included in the balance sheet as borrowings. In calculating the present value of the minimum lease

payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to

determine; otherwise, the Company’s incremental borrowing rate is used. Any initial direct costs

are also added to the carrying amount of such assets.

Lease payments are apportioned between the finance costs and the reduction of the outstanding

liability. Finance costs, which represent the difference between the total leasing commitments and

the fair value of the assets acquired, are recognised in the profit or 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.

The depreciation policy for lease assets is in accordance with that for depreciable property, plant

and equipment as described in Note 3.2(b).

(iii) Operating Leases - the Group and Lessee

Operating lease payments are recognised as an expense on a straight-line basis over the term of

the relevant lease. The aggregate benefit of incentives provided by the lessor is recognised as a

reduction of rental expense over the lease term on a straight-line basis.

Notes To The Financial Statements


38

��



(f) Leases [cont’d]

(iv) Operating Leases - the Group as Lessor

Assets leased out under operating leases are presented on the balance sheets according to the

nature of the assets. Rental income from operating leases is recognised on a straight-line basis

over the term of the relevant lease (Note 3.2(k)(ii). Initial direct costs incurred in negotiating and

arranging an operating lease are added to the carrying amount of the leased asset and recognised

on a straight-line basis over the lease term.

(g) Borrowing Costs

Borrowing costs are recognised in profit and loss in the period in which they are incurred.

(h) Income Tax

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected

amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax

rates that have been enacted at the balance sheet date.

Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised

for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary

differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will

be available against which the deductible temporary differences, unused tax losses and unused tax credits

can be utilised. 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, 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, based on tax rates that have been enacted or substantively enacted at the

balance sheet date. Deferred tax is recognised as income or an expense and included in the profit or loss

for the period, except when it arises from a transaction which is recognised directly in equity, in which case

the deferred tax is also recognised directly in equity, or when it arises from a business combination that is

an acquisition, in which case the deferred tax is included in the resulting goodwill or the amount of any

excess of the acquirer's interest in the net fair value of the acquiree's indentifiable assets, liabilities over

the cost of the combination.

(i) Provisions for Liabilities

Provisions are recognised when the Group has a present obligation as a result of a past event and it is

probable that an outflow of resources embodying economic benefits will be required to settle the obligation,

and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date

and adjusted to reflect the current best estimate. Where the effect of the time value of money is material,

provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to

the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised

as finance cost.

Provision for restructuring costs is recognised when a detailed and formal restructuring plan has been

approved, and the restructuring has either commenced or has been announced publicly. Costs relating to

ongoing activities are not provided for.



39

��



(j) Employee Benefits

(i) Short Term Benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the

year in which the associated services are rendered by employees. 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. Short term non-

accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined Contribution Plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed

contributions into separate entities or funds and will have no legal or constructive obligation to pay

further contributions if any of the funds do not hold sufficient assets to pay all employee benefits

relating to employee services in the current and preceding financial years. Such contributions are

recognised as an expense in the profit or loss as incurred. As required by law, companies in Malaysia

make such contributions to the Employees Provident Fund (“EPF”).

(k) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group

and the revenue can be reliably measured. The following specific recognition criteria must also be met

before revenue is recognised:

(i) Sale of goods

Revenue is recognised net of sales taxes and upon transfer of significant risks and rewards of

ownership to the buyer. Revenue is not recognised to the extent where there are significant

uncertainties regarding recovery of the consideration due, associated costs or the possible return

of goods.

(ii) Rental income

Rental income is recognised on a straight-line basis over the term of the lease.

(l) Foreign Currencies

(i) Functional and Presentation Currency

The individual financial statements of each entity in the Group are measured using the currency of

the primary economic environment in which the entity operates (“the functional currency”). The

consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the

Company’s functional currency.

(ii) Foreign Currency Transactions

In preparing the financial statements of the individual entities, transactions in currencies other than

the entity's functional currency (foreign currencies) are recorded in the functional currencies using

the exchange rates prevailing at the dates of the transactions. At each balance sheet date, monetary

items denominated in foreign currencies are translated at the rates prevailing on the balance sheet

date. Non-monetary items carried at fair value that are denominated in foreign currencies are

translated at the rates prevailing on the date when the fair value was determined. Non-monetary

items that are measured in terms of historical cost in a foreign currency are not retranslated.



40



(l) Foreign Currencies [cont’d]

(ii) Foreign Currency Transactions [cont’d]

Exchange differences arising on the settlement of monetary items, and on the translation of monetary

items, are included in profit or loss for the period.

Exchange differences arising on the translation of non-monetary items carried at fair value are

included in profit or loss for the period.

3.3 Changes in Accounting Policies, Effects and Changes in Comparatives Arising from Adoption of New

and Revised FRSs

In addition to the Group and the Company having adopted all new and revised FRSs mandatory for its operations,

for financial periods beginning on or after 1 January 2006, the Group has also taken the option of early adoption

of the new and revised FRS 117: Leases

The adoption of the entire revised FRS above did not result in significant changes in accounting policies or any

other significant impact on the financial statements of the Group and the Company.

At the date of authorisation of these financial statements, the following FRSs, amendments to FRS and

Interpretations were issued but not yet effective and have not been applied by the Group and the Company:

Effective for

financial periods

beginning on

FRSs, Amendments to FRS and Interpretations or after

FRS 124 Related Party Disclosures 1 October 2006

FRS 139 Financial Instruments: Recognition and Measurement Deferred

FRS 6 Exploration for and Evaluation of Mineral Resources 1 January 2007

Amendment to FRS119 : Employee Benefits - Actuarial Gains and Losses,

Group Plans and disclosures 1 January 2007

Amendment to FRS121 : The Effects of Changes in Foreign Exchange Rates

- Net Investment in a Foreign Operation 1 July 2007

IC Interpretation 1: Changes in Existing Decommissioning, Restoration and

Similar Liabilities 1 July 2007

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

IC Interpretation 5: Rights to Interests arising from Decommissioning, Restoration and

Enviromental Rehabilitation Funds 1 July 2007

IC Interpretation 6: Liabilities arising from Participating in a Specific Market

- Waste Electrical and Electronic Equipment 1 July 2007

IC Interpretation 7: Applying the Restatement Approach under FRS 129

Financial Reporting in Hyperinflationary Economies 1 July 2007

IC Interpretation 8: Scope of FRS 2 1 July 2007

FRS 6, the amendments to FRS 119 and FRS 121 are not relevant to the Group's and the Company's operations

and the adoption of the above amendments and Interpretations will have no impact to the financial statements of

the Group and of the Company.

The Group and the Company are exempted from disclosing the possible impact to the financial statements upon

the initial application of FRS 124 and 139.



41


3.4 Significant Accounting Estimates and Judgements

(a) Critical Judgement Made in Applying Accounting Policies

There are no critical judgements made by management in the process of applying the Company's accounting

policies that have significant effect on the amounts recognised in the financial statements.

(b) Key Sources of Estimation Uncertainty

There are no key assumptions concerning the future and other key sources of estimation uncertainty at

the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts

of assets and liabilities within the next financial year.

4. REVENUE

Revenue of the Group and the Company consists:

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

restated restated

Sales of goods

- third parties 11,594 9,420 - -

- subsidiaries - - 11,312 8,891

----------------- ----------------- ----------------- -----------------

11,594 9,420 11,312 8,891

========== ========== ========== ==========

5. COST OF SALES

Cost of sales represents cost of goods sold.

6. LOSS FROM OPERATIONS

Loss from operations is stated after charging/(crediting):

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Employee benefits expense (Note 7) 1,951 1,836 1,510 1,194

Non-executive directors’ remuneration (Note 8) 77 14 77 14

Auditors’ remuneration:

- statutory audit 65 60 30 27

- other services 4 4 4 4

Bad debts recovered (7) (10) - -

Depreciation of property, plant and equipment 231 251 227 249

Gain on disposal of property, plant and equipment - (26) - (26)

Rental of land and building 10 97 10 97

Rental income (557) (555) (557) (555)

Waiver of debt by financial institutions and creditors (446) (1) (446) -

Bad debts written-off - 35 2 20



42

6. LOSS FROM OPERATIONS [cont’d]

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Provision for doubtful debts

- subsidiary - - 1,785 -

- others 287 - - -

Gain on disposal of subsidiaries (Note 13) (287) - - -

Inventories written down 94 16 15 16

Crystallisation of corporate guarantee extended to

former related party - 879 - 879

========== ========== ========== ==========

7. EMPLOYEE BENEFITS EXPENSE

Group Company

2006 2005 2006 2005

Wages and salaries 1,670 1,579 1,286 1,016

Social security contribution 15 16 11 11

Contributions to defined contribution plan 187 183 141 115

Short term accumulating compensated absences 32 12 27 12

Other benefits 62 57 60 51

----------------- ----------------- ----------------- -----------------

1,966 1,847 1,525 1,205

========== ========== ========== ==========

Included in employee benefits expenses of the Group and of the Company are executive directors' remuneration excluding

benefits-in-kind amounting to RM581,000 (2005: RM399,000) and RM581,000 (2005: RM232,000) respectively as further

disclosed in Note 8.

8. DIRECTORS’ REMUNERATION

The details of remuneration receivable by directors of the Company during the year are as follows:

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Executive:

Salaries and other emoluments 506 346 506 197

Fees 15 11 15 11

Defined contribution plan 60 42 60 24

Estimated money value of benefit-in-kind - 1 - 1

----------------- ----------------- ----------------- -----------------

581 400 581 233

----------------- ----------------- ----------------- -----------------

Non-Executive:

Allowance and other emoluments 62 2 62 2

Fees 15 12 15 12

----------------- ----------------- ----------------- -----------------

77 14 77 14

----------------- ----------------- ----------------- -----------------

Total 658 414 658 247

========== ========== ========== ==========



43

8. DIRECTORS’ REMUNERATION [cont’d]

The number of directors of the Company whose total remuneration during the year fell within the following bands is

analysed below:

Number of Directors

2006 2005

Executive directors:

Below RM50,000 3 6

RM150,001 - RM200,000 - 1

RM200,001 - RM300,000 1 1

RM300,001 - RM350,000 1 -

Non-executive directors:

Below RM50,000 4 11

RM50,001 - RM100,000 1 -

9. FINANCE COSTS

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Interest expense on:

Bank borrowings 418 413 356 350

Hire purchase liabilities 1 1 1 1

----------------- ----------------- ----------------- -----------------

419 414 357 351

========== ========== ========== ==========

10. TAXATION

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Overprovision in prior years

-Malaysian income tax 22 - - -

========== ========== ========== ==========

Domestic current income tax is calculated at the statutory tax rate of 28% (2005: 28%) of the estimated assessable profit

for the year. The domestic statutory tax rate will be reduced to 27% from the current year’s rate of 28%, effective year of

assessment 2007 and to 26% effective year of assessment 2008. The computation of deferred tax as at 31 December

2006 has reflected these changes.



44

10. TAXATION [cont’d]

A reconciliation of income tax expense applicable to loss 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:

2006 2005

RM’000 RM’000

Group

Loss before taxation (2,462) (2,906)

========== ==========

Taxation at Malaysian statutory tax rate of 28% (2005: 28%) (689) (814)

Expenses not deductible for tax purposes 95 399

Income not subject to tax (505) -

Deferred tax assets not recognised during the year 1,100 416

Effect of utilisation of previously unrecognised tax losses and capital allowances (2) (1)

Tax losses not allowable for future utilisation 1 -

Overprovision in prior year (22) -

----------------- -----------------

Tax benefit for the year (22) -

========== ==========

Company

Loss before taxation (3,772) (2,364)

========== ==========

Taxation at Malaysian statutory tax rate of 28% (2005: 28%) (1,056) (662)

Expenses not deductible for tax purposes 89 407

Deferred tax assets not recognised during the year 967 255

----------------- -----------------

Tax benefit for the year - -

========== ==========

11. LOSS PER SHARE

(a) Basic

Basic loss per share amounts are calculated by dividing loss for the year attributable to ordinary equity holders of

the Company by the weighted average number of ordinary shares in issue during the financial year.

Group

2006 2005

’000 ’000

Loss attributable to ordinary equity holders of the Company (RM) (2,440) (2,906)

========== ==========

Weighted average number of ordinary shares in issue 62,834 62,834

========== ==========

Basic loss per share (sen) (4) (5)

========== ==========

(b) Diluted

The effect on the basic earnings per share for the current financial year arising from the assumed conversion of

the warrants is anti-dilutive. Accordingly, the diluted earnings per share for the current year is presented as equal

to the basic earnings per share.



45

12. PROPERTY, PLANT AND EQUIPMENT

Equipment,

furniture,

fittings Capital-

Freehold Plant and and motor work-in-

land Buildings machinery vehicles progress Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

At 31 December 2006

Cost or valuation

At 1 January 2006

At cost - 25 2,158 606 - 2,789

At valuation 13,403 4,991 - - - 18,394

----------------- ----------------- ----------------- ----------------- ----------------- -----------------

13,403 5,016 2,158 606 - 21,183

Additions - - - 30 500 530

----------------- ----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2006 13,403 5,016 2,158 636 500 21,713

----------------- ----------------- ----------------- ----------------- ----------------- -----------------

Representing:

At cost - 25 2,158 636 500 3,319

At valuation 13,403 4,991 - - - 18,394

----------------- ----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2006 13,403 5,016 2,158 636 500 21,713

----------------- ----------------- ----------------- ----------------- ----------------- -----------------

Accumulated depreciation

and impairment

At 1 January 2006

Accumulated depreciation - 68 2,020 544 - 2,632

Accumulated impairment losses 1,540 430 - - - 1,970

----------------- ----------------- ----------------- ----------------- ----------------- -----------------

1,540 498 2,020 544 - 4,602

Depreciation charge for the year - 174 37 20 - 231

----------------- ----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2006 1,540 672 2,057 564 - 4,833

----------------- ----------------- ----------------- ----------------- ----------------- -----------------

Net carrying amount

At cost - - 101 72 500 673

At valuation 11,863 4,344 - - - 16,207

----------------- ----------------- ----------------- ----------------- ----------------- -----------------

11,863 4,344 101 72 500 16,880

========== ========== ========== ========== ========== ==========



46

12. PROPERTY, PLANT AND EQUIPMENT [cont’d]

Equipment,

furniture,

fittings and

Freehold Plant and motor

land Buildings machinery vehicles Total

RM’000 RM’000 RM’000 RM’000 RM’000

Group (cont’d)

At 31 December 2005

Cost or valuation

At 1 January 2005

At cost - 25 2,158 1,252 3,435

At valuation 14,268 5,333 - - 19,601

----------------- ----------------- ----------------- ----------------- -----------------

14,268 5,358 2,158 1,252 23,036

Additions - - - 2 2

Write-off - (342) - - (342)

Disposals (865) - - (648) (1,513)

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2005 13,403 5,016 2,158 606 21,183

----------------- ----------------- ----------------- ----------------- -----------------

Representing:

At cost - 25 2,158 606 2,789

At valuation 13,403 4,991 - - 18,394

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2005 13,403 5,016 2,158 606 21,183

----------------- ----------------- ----------------- ----------------- -----------------

Accumulated depreciation and impairment

At 1 January 2005

Accumulated depreciation - 220 1,979 1,172 3,371

Accumulated impairment losses 1,624 - - - 1,624

----------------- ----------------- ----------------- ----------------- -----------------

1,624 220 1,979 1,172 4,995

Depreciation charge for the year - 190 41 20 251

Write-off - (342) - - (342)

Disposals (85) - - (648) (733)

Impairment losses 1 430 - - 431

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2005 1,540 498 2,020 544 4,602

----------------- ----------------- ----------------- ----------------- -----------------

Net carrying amount

At cost - - 138 62 200

At valuation 11,863 4,518 - - 16,381

----------------- ----------------- ----------------- ----------------- -----------------

11,863 4,518 138 62 16,581

========== ========== ========== ========== ==========



47


Equipment,

furniture,

fittings and



RM’000 RM’000 RM’000 RM’000 RM’000

Company

At 31 December 2006

Cost or valuation

At 1 January 2006

At cost - - 2,158 308 2,466

At valuation 13,403 4,991 - - 18,394

----------------- ----------------- ----------------- ----------------- -----------------

13,403 4,991 2,158 308 20,860

Additions - - - 17 17

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2006 13,403 4,991 2,158 325 20,877

----------------- ----------------- ----------------- ----------------- -----------------

Representing:

At cost - - 2,158 325 2,483

At valuation 13,403 4,991 - - 18,394

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2006 13,403 4,991 2,158 325 20,877

----------------- ----------------- ----------------- ----------------- -----------------


At 1 January 2006

Accumulated depreciation - 43 2,020 249 2,312

Accumulated impairment losses 1,540 430 - - 1,970

----------------- ----------------- ----------------- ----------------- -----------------

1,540 473 2,020 249 4,282


----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2006 1,540 647 2,057 265 4,509

----------------- ----------------- ----------------- ----------------- -----------------

Net carrying amount

At cost - - 101 60 161

At valuation 11,863 4,344 - - 16,207

----------------- ----------------- ----------------- ----------------- -----------------

11,863 4,344 101 60 16,368

========== ========== ========== ========== ==========



48


Equipment,

furniture,

fittings and



RM’000 RM’000 RM’000 RM’000 RM’000

Company (cont’d)

At 31 December 2005

Cost or valuation

At 1 January 2005

At cost - - 2,158 955 3,113

At valuation 14,268 5,333 - - 19,601

----------------- ----------------- ----------------- ----------------- -----------------

14,268 5,333 2,158 955 22,714

Additions - - - 1 1

Write-off - (342) - - (342)

Disposals (865) - - (648) (1,513)

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2005 13,403 4,991 2,158 308 20,860

----------------- ----------------- ----------------- ----------------- -----------------

Representing:

At cost - - 2,158 308 2,466

At valuation 13,403 4,991 - - 18,394

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2005 13,403 4,991 2,158 308 20,860

----------------- ----------------- ----------------- ----------------- -----------------


At 1 January 2005

Accumulated depreciation - 195 1,979 879 3,053

Accumulated impairment losses 1,624 - - - 1,624

----------------- ----------------- ----------------- ----------------- -----------------

1,624 195 1,979 879 4,677


Write-off - (342) - - (342)

Disposals (85) - - (648) (733)

Impairment losses 1 430 - - 431

----------------- ----------------- ----------------- ----------------- -----------------

At 31 December 2005 1,540 473 2,020 249 4,282

----------------- ----------------- ----------------- ----------------- -----------------

Net carrying amount

At cost - - 138 59 197

At valuation 11,863 4,518 - - 16,381

----------------- ----------------- ----------------- ----------------- -----------------

11,863 4,518 138 59 16,578

========== ========== ========== ========== ==========



49


(a) At 31 December 2006, had the revalued freehold land and buildings been carried under the cost model, the

carrying amount of the freehold land and buildings of the Group and the Company as at 31 December 2006

would be RM845,000 (2005:RM845,000) and RM2,736,000 (2005: RM2,831,000) respectively.

(b) Net carrying amounts of property, plant and equipment held under hire purchase and finance lease arrangements

are as follows:

Group and Company

2006 2005

RM’000 RM’000

Office equipment 8 12

========== ==========

(c) The net carrying amounts of property, plant and equipment pledged as securities for borrowings (Note 17) are

as follows:

Group and Company

2006 2005

RM’000 RM’000

Freehold land and buildings of the Company 16,207 -

========== ==========

(d) Details of independent professional valuation of freehold land owned by the Group and the Company are as

follows:

Valuation

Date of valuation Description of Property Amount Basis of valuation

RM’000

11 October 2005 Lots of freehold land with buildings in Johor Bahru 16,424 Open market value

The valuation was performed by JB Jurunilai Bersekutu (Johor) Sdn. Bhd., a registered valuer.

13. INVESTMENT IN SUBSIDIARIES

Company

2006 2005

RM’000 RM’000

Unquoted shares at cost 16,635 16,635

Less: Accumulated impairment losses (16,635) (16,635)

----------------- -----------------

- -

========== ==========



50

13. INVESTMENT IN SUBSIDIARIES [cont’d]

Details of subsidiaries are as follows:

Issued and Proportion

Paid-Up of Ownership

Name of subsidiaries Share Interest

Incorporated in Malaysia Capital 2006 2005 Principal Activities

RM % %

Held by the Company:

Setron Sales & Services Sdn. Bhd. 7,000,000 100 100 Distribution of electrical and

electronic products

Al-Marsa Worldtrade Sdn. Bhd. 6,000,000 100 100 Investment holding, ceased

operations

*Affluent Capital Sdn. Bhd. 2 - 100 Investment dealing, ceased

operations

Setin Sdn. Bhd. 500,000 80 80 Trading in watches, ceased

operations

Setron Electronic Industries Sdn. Bhd. 2 100 100 General trading, ceased

operations

Halifax Marine Services Sdn. Bhd. 170,000 100 100 Boat manufacturing

*VA Advertising & Promotion Sdn. Bhd. 3 - 100 Retailing of oil and gas,

dormant

*ASH Creative Sdn. Bhd. 3 - 100 Provision of medical products

and services, dormant

Darulmas Manufacturing Services Sdn. Bhd. 400,000 65 65 Trading and servicing for

commercial vehicles, ceased

operations

Setron Lyngso (M) Sdn. Bhd. 815,000 100 100 Provision of related computer

services and the distribution

of software, ceased

operations

Setron Mathews Sdn. Bhd. 700,000 70 70 Trading of timber mouldings,

ceased operations

Setron Timber Industries Sdn. Bhd. 1,500,000 100 100 Trading in sawn timber,

timber mouldings and

furniture, ceased operations

Halifax Capital International Limited 4 100 - Investment holding

* These subsidiaries were disposed off on 27 November 2006.



51

13. INVESTMENT IN SUBSIDIARIES [cont’d]

(a) Incorporation of a subsidiary

On 6 April 2006, the Company incorporated a wholly owned subsidiary, Halifax Capital International Limited, an

offshore company incorporated in Labuan for a total consideration of USD1. The subsidiary is currently dormant

and as such has no material impact on the financial statement of the Group and of the Company for the

financial year ended 31 December 2006.

(b) Disposal of subsidiaries

During the year the Company disposed its entire equity interest in its subsidiries, VA Advertising & Promotion

Sdn. Bhd., ASH Creative Sdn. Bhd. and Affluent Capital Sdn. Bhd. for a total cash of RM8 on 27 November

2006.

The summary of the effects of the disposal of VA Advertising & Promotion Sdn. Bhd., ASH Creative Sdn. Bhd.

and Affluent Capital Sdn. Bhd on the financial position of the Group as at the end of year is as follows:

2006

RM’000

Other payables (287)

-----------------

Net liability disposed (287)

Total disposal proceeds, settled by cash * -

-----------------

Gain on disposal to the Group (287)

==========

* Total disposal proceeds was RM8.

14. INVENTORIES

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Cost

Raw materials 1,030 384 1,030 384

Work-in-progress 34 224 34 224

Finished goods - 386 - 369

----------------- ----------------- ----------------- -----------------

1,064 994 1,064 977

Net realisable value

Work-in-progress - 130 - 130

Finished goods 568 69 350 69

----------------- ----------------- ----------------- -----------------

568 199 350 199

----------------- ----------------- ----------------- -----------------

1,632 1,193 1,414 1,176

========== ========== ========== ==========

The cost of inventories recognised as an expense during the financial year in the Group and Company amounted to

RM10,920,000 (2005: RM8,621,000) and RM10,888,000 (2005: RM8,356,000) respectively.



52

15. TRADE AND OTHER RECEIVABLES

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Current

Trade receivables

Third parties 542 273 - -

Subsidiary - - 1,785 331

----------------- ----------------- ----------------- -----------------

542 273 1,785 331

----------------- ----------------- ----------------- -----------------

Less: Provision for doubtful debts

Subsidiary - - (1,785) -

----------------- ----------------- ----------------- -----------------

Trade receivables, net 542 273 - 331

----------------- ----------------- ----------------- -----------------

Other receivables

Amount due from a subsidiary - - 798 -

Deposits 303 51 197 50

Prepayments 158 - 1 -

Sundry receivables 100 25 100 24

----------------- ----------------- ----------------- -----------------

Other receivables, net 561 76 1,096 74

----------------- ----------------- ----------------- -----------------

1,103 349 1,096 405

========== ========== ========== ==========

(a) Credit risk

The Group’s primary exposure to credit risk arises through its trade receivables. The Group’s trading terms with

its customers are mainly on credit. The credit period is generally for a period of one month, extending up to three

months for major customers. Each customer has a maximum credit limit. The Group seeks to maintain strict

control over its outstanding receivables and has a credit control department to minimise credit risk. Overdue

balances are reviewed regularly by senior management. Trade receivables are non-interest bearing.

As at balance sheet date, the Company has significant concentration of credit risk in the form of outstanding

balance due from 2 (2005: 4) customers representing 78% (2005:81%) of total trade debtors.

(b) Amounts due from a subsidiary - other receivables

Amounts due from a subsidiary under other receivables are non-interest bearing and repayable on demand. All

subsidiary receivables are unsecured and are to be settled in cash.

16. CASH AND CASH EQUIVALENTS

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Cash on hand and at banks 18 89 11 55

Less: Bank overdrafts (Note 17) (1,398) (4,757) (997) (4,007)

----------------- ----------------- ----------------- -----------------

Total cash and cash equivalents (1,380) (4,668) (986) (3,952)

========== ========== ========== ==========



53

17. BORROWINGS

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Short Term Borrowings

Secured:

Revolving credits 6,700 - 6,700 -

----------------- ----------------- ----------------- -----------------

Unsecured:

Bank overdrafts (Note 16) 1,398 4,757 997 4,007

Hire purchase and finance lease liabilities (Note 18) 3 3 3 3

----------------- ----------------- ----------------- -----------------

1,401 4,760 1,000 4,010

----------------- ----------------- ----------------- -----------------

8,101 4,760 7,700 4,010

========== ========== ========== ==========

Long Term Borrowings

Unsecured:

Hire purchase and finance lease liabilities (Note 18) 5 8 5 8

========== ========== ========== ==========

Total borrowings

Revolving credits 6,700 - 6,700 -

Bank overdrafts 1,398 4,757 997 4,007

Hire purchase and finance lease payables (Note 18) 8 11 8 11

----------------- ----------------- ----------------- -----------------

8,106 4,768 7,705 4,018

========== ========== ========== ==========

The secured revolving credits of the Group and of the Company are secured against the following:

(i) first party charge over the freehold land and building of the Company; and

(ii) assignment of the insurance policy on the freehold land and building of the Company.

Other information on financial risks of the borrowings are disclosed in Note 28.



54

18. HIRE PURCHASE AND FINANCE LEASE LIABILITIES

Group and Company

2006 2005

RM’000 RM’000

Future minimum lease payments:

Not later than 1 year 5 5

Later than 1 year and not later than 2 years 5 5

Later than 2 years and not later than 5 years 1 6

----------------- -----------------

11 16

Less: Future finance charges (3) (5)

----------------- -----------------

Present value of finance lease liabilities 8 11

========== ==========

Analysis of present value of finance lease liabilities:

Not later than 1 year 3 3

Later than 1 year and not later than 2 years 3 3

Later than 2 years and not later than 5 years 2 5

----------------- -----------------

8 11

Less: Amount due within 12 months (Note 17) (3) (3)

----------------- -----------------

Amount due after 12 months (Note 17) 5 8

========== ==========

The Group has finance leases and hire purchase contracts for certain items of property, plant and equipment (Note

12(b)). There are no restrictions placed upon the Group by entering into these leases and no arrangements have been

entered into for contingent rental payments.

Other information on financial risks of hire purchase and finance lease liabilities are disclosed in Note 28.

19. TRADE AND OTHER PAYABLES

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Current

Trade payables - third parties 1,575 1,257 1,575 1,257

----------------- ----------------- ----------------- -----------------

Other payables

Deposits 136 136 136 137

Accruals 1,636 988 1,589 899

Sundry payables 1,533 1,961 1,330 1,584

----------------- ----------------- ----------------- -----------------

3,305 3,085 3,055 2,620

----------------- ----------------- ----------------- -----------------

4,880 4,342 4,630 3,877

========== ========== ========== ==========

Included in sundry payables in the Group and the Company is an amount due to a director amounting to RM970,000

(2005: RM1,390,000) and RM Nil (2005: RM1,190,000) respectively. The amount due to a director is unsecured, interest

free and has no fixed term of repayment.



55

20. DEFERRED TAX

Group and Company

2006 2005

RM’000 RM’000

At beginning/end of year 663 663

========== ==========

Presented after appropriate offsetting as follows:

Deferred tax assets (315) (315)

Deferred tax liabilities 978 978

----------------- -----------------

At 31 December 663 663

========== ==========

The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as

follows:

Deferred tax liabilities of the Group and of the Company:

Revaluation

of Freehold Accelerated

Land and Capital

Building Allowances Total

RM’000 RM’000 RM’000

At beginning/end of year 663 315 978

=================== =================== ===================

At 1 January 2005 699 560 1,259

Recognised in income statement - (245) (245)

Recognised in equity (36) - (36)

--------------------------------- --------------------------------- ---------------------------------

At 31 December 2005 663 315 978

=================== =================== ===================

Deferred tax assets of the Group and of the Company:

Unutilised

Tax Losses

and

Unabsorbed

Capital

Allowances

At beginning/end of year 315

===================

Unutilised

Tax Losses

and

Unabsorbed

Capital

Allowances

At 1 January 2005 560

Recognised in income statement (245)

---------------------------------

At 31 December 2005 315

===================



56

20. DEFERRED TAX [cont’d]

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

Group Company

2006 2005 2006 2005

RM’000 RM’000 RM’000 RM’000

Unutilised tax losses 21,223 19,212 3,829 2,283

Unabsorbed capital allowances 1,045 972 661 586

Other deductible temporary differences 2,367 522 1,989 157

----------------- ----------------- ----------------- -----------------

24,635 20,706 6,479 3,026

========== ========== ========== ==========

The availability of the unutilised tax losses and unabsorbed capital allowances for offsetting against future taxable

profits of the respective subsidiaries and of the Company are subject to no substantial changes in shareholdings of

those subsidiaries and the Company under Section 44(5A) and (5B) of Income Tax Act, 1967.

21. SHARE CAPITAL

Group and Company

Number of Ordinary

Shares of RM1 Each Amount

2006 2005 2006 2005

’000 ’000 RM’000 RM’000

Authorised:

At beginning/end of year 100,000 100,000 100,000 100,000

========== ========== ========== ==========

Issued and fully paid:

At beginning/end of year 62,834 62,834 62,834 62,834

========== ========== ========== ==========

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one

vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual

assets.

Warrants

In 2004, the Company completed a renounceable rights issue of 12,566,666 new ordinary shares of RM1.00 each

together with 12,566,666 free detachable warrants ("Warrants 2004/2014") at an issue price of RM1.00 per rights

share on the basis of one (1) rights share with one (1) free warrant for every four (4) existing ordinary shares held.

Each Warrant 2004/2014 entitles the warrant holder to subscribe for 1 new ordinary share in the Company at an

exercise price of RM1.00 per share. The Warrant 2004/2014 will expire on 11 January 2014.

The principal terms of the Warrants are set out below:

Exercise Price The exercise price payable in respect of each new ordinary share of RM1.00 each in the

Company to which a Warrant holder will be entitled to subscribe upon exercise of the

Exercise Rights (as defined below) or such adjusted price in accordance with the terms

and conditions to be set out in the Deed Poll has been fixed at RM1.00 per share.



57

21. SHARE CAPITAL [cont’d]

Warrants [cont’d]

Exercise Period The Warrants may be exercised at any time within a period of (10) years including and

commencing from the issue date. The Warrants not exercised during the Exercise Period

will thereafter become lapse and void.

Exercise Rights Each Warrant entitles the registered holder during the Exercise Period to subscribe for

one (1) new ordinary share of RM1.00 each in the share capital of the Company at the

Exercise Price.

Status of new ordinary

shares to be issued

pursuant to the

exercise of Warrants

As at 31 December 2006, none of the Warrants 2004/2014 have been exercised.

22. OTHER RESERVES

Asset

Revaluation Capital

Reserve Reserve Total

RM’000 RM’000 RM’000

Group

At 1 January 2005 13,274 414 13,688

Realisation of revaluation reserve (277) - (277)

Transfer from deferred tax 36 - 36

Impairment losses (431) - (431)

----------------- ----------------- -----------------

At 31 December 2005 12,602 414 13,016

========== ========== ==========

At 1 January/31 December 2006 12,602 414 13,016

========== ========== ==========

Asset

Revaluation Total

RM’000 RM’000

Company

At 1 January 2005 13,274 13,274

Realisation of revaluation reserve (277) (277)

Transfer from deferred tax 36 36

Impairment losses (431) (431)

----------------- -----------------

At 31 December 2005 12,602 12,602

========== ==========

At 1 January/31 December 2006 12,602 12,602

========== ==========

The new shares of RM1.00 each in the Company to be issued upon exercise of the Rights

Warrants shall, on allotment and issue, rank pari passu in all respects with the then existing

ordinary shares of the Company except that they shall not be entitled to any dividends,

that may be declared prior to the date of exercise of the Rights Warrant, nor shall they be

entitled to any distributions or entitlements for which the record date is prior to the exercise

of the Rights Warrants.



58

22. OTHER RESERVES [cont’d]

The nature and purpose of each category of reserve are as follows:

(a) Asset revaluation reserve

The asset revaluation reserve is used to record increases in the fair value of freehold land and buildings and

decreases to the extent that such decreases relates to an increase on the same asset previously recognised to

equity.

(b) Capital reserve

Capital reserve arose from a bonus issue in a subsidiary company via the capitalisation of retained earnings in

prior years.

23. MINORITY INTERESTS

The minority shareholders' share of loss in certain subsidiaries is limited to their share of the paid up capital of these

subsidiaries. The balance of the loss will be borne by the Group until such time that these subsidiaries are able to

generate profits. The minority shareholders had shared losses up to their share of paid up capital of these subsidiaries

of approximately RM450,000 (2005: RM450,000).

The minority shareholders' share of loss during the year and cumulative losses which are borne by the Group are

approximately RM11,000 (2005: RM4,000) and RM11,247,000 (2005: RM11,236,000) respectively.

24. CONTINGENT LIABILITY

Company

2006 2005

RM’000 RM’000

Unsecured

Corporate guarantee to a financial institution for overdraft facility obtained

by a subsidiary 401 749

========== ==========

25. RELATED PARTY DISCLOSURES

In addition to the transaction to the detailed elsewhere in the financial statements, the Group and the Company had

the following transactions with the related parties during the financial year:

Group and Company

2006 2005

RM’000 RM’000

Revenue from the sales of products

- Setron Sales & Services (M) Sdn. Bhd. 11,321 8,891

========== ==========

The sales above were made according to the published prices and conditions offered to the major customers of the

Group and the Company.



59

26. SEGMENT REPORTING

No segment information has been prepared as the Group principal activities involve predominantly the assembly and

sale of electrical and electronic products and are wholly carried out in Malaysia.

27. SUBSEQUENT EVENTS

The Company had on 4 January 2007, announced the following Proposed Restructuring Scheme ("Proposal") to

regularise its financial condition pursuant to Practice Note 17/2005:

(i) Proposed Capital Reconstruction;

The existing issued and paid-up share capital of Halifax of RM62,833,333 comprising 62,833,333 ordinary

shares of RM1.00 each as at 31 December 2006 will be reduced pursuant to Section 64 of the Companies Act,

1965 to RM40,841,666 comprising 62,833,333 ordinary shares of RM0.65 each by way of cancellation of

RM0.35 of the par value of each existing ordinary share of RM1.00 each in Halifax in issue.

The share capital amount of any new ordinary shares to be issued arising from exercise of the existing 12,566,666

Warrants 2004/2014 prior to the implementation of the Proposed Share Capital Reduction, if any shall also be

reduced and cancelled accordingly. The credit of approximately RM21,992,000 after the Proposed Share Capital

Reduction would be utilised to reduce the accumulated losses of the Group.

Upon completion of the Proposed Share Capital Reduction, every ten (10) ordinary shares of RM0.65 each in

Halifax will be consolidated into one (1) ordinary share of RM6.50 each, and subsequently subdivided into

thirteen (13) ordinary shares of RM0.50 each.

(ii) Proposed Cancellation of Share Premium Account;

The entire share premium account will be cancelled pursuant to Section 64(1)(b) of the Act and the credit of

approximately RM9,521,000 after the Proposed cancellation of Share Premium Account would be utilised to

reduce the accumulated losses of the Group.

(iii) Proposed Renounceable Rights Issue with Warrants;

The Proposed Renounceable Rights issue with Warrants involves the issuance of up to 49,009,999 new ordinary

shares of RM0.50 (Rights Shares) on the basis of five (5) new Rights shares with one (1) free detachable

Warrants for every ten (10) existing shares held after the Proposed Capital Reconstruction at an indicative

issue price of RM0.50 per Rights Share to the entitled shareholders.

A maximum of 49,009,999 Rights Shares have been arrived at based on the enlarged issued and paid-up

share capital of Halifax of RM49,009,999 comprising 98,019,998 ordinary shares of RM0.50 each after the

Proposed Capital Reconstruction (assuming all the existing Warrants 2004/2014 are exercised prior to the books

closure date for the Proposed renounceable Rights Issue with Warrants)

Assuming that none of the existing Warrants 2004/2014 are exercised prior to the books closure date for the

Proposed Capital Reconstruction and Proposed Renounceable Rights issue with Warrants, 40,841,666 Rights

Shares would be issued.

(iv) Proposed Joint Venture in Boat Building Business;

The Proposed Joint Venture would be undertaken via the joint venture Company, namely Halifax Marine Services

Sdn. Bhd. ("HMS"). The parties to the Joint Venture agree to jointly via and under HMS to develop, construct,

erect, finance, manage and operate the shipyard for the building of boats and similar vessels. The parties to the

Joint Venture would be Halifax Capital Berhad ("HCB") and Mr Pong Leung Swee ("PLS") for which the proposed

shareholdings are 51% (1,020,000 shares) and 49% (980,000 shares) respectively.



60

27. SUBSEQUENT EVENTS [cont’d]

(iv) Proposed Joint Venture in Boat Building Business; [cont’d]

HCB estimates that the Proposed Joint Venture would require a development cost of approximately RM4,500,000

which would be funded by a combination of equity capital in HMS and bank borrowings. Total investment of HCB

in the Proposed Joint Venture via HMS would be RM1,020,000 being the Company's 51% equity participation in

HMS funded by internal funds and bank borrowings.

(v) Proposed Acquisition of 60% Equity Interests in Semaring Offshore Services Sdn. Bhd. and Semaring

Enterprise Sdn. Bhd.

On 7 February 2007, Halifax Capital Berhad had entered into a Share Sale Agreement for the proposed acquisi-

tion of Semaring Enterprise Sdn. Bhd. ("SESB") and Semaring Offshore Sdn. Bhd. ("SOSSB") to be satisfied by

the following:

(a) cash amounting to RM1,600,000 for SESB and RM7,360,000 for SOSSB; and

(b) issue of 800,000 and 3,680,000 new ordinary share of RM0.50 each for SESB and SOSSB respectively,

representing approximately 5% of the enlarged issue and paid-up share capital of Halifax Capital Berhad.

The Proposed Restructuring Scheme is pending submission and the Group has in fact been given an extension

of time to 6 June 2007 to submit to the relevant authorities.

28. FINANCIAL INSTRUMENTS

(a) Financial Risk Management Objectives and Policy

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available

for the development of the Group’s businesses whilst managing its interest rate risks (both fair value and cash

flow), foreign currency risk, liquidity risk and credit risks. The Board reviews and agrees policies for managing

each of these risks and they are summarised below. It is, and has been throughout the year under review, the

Group's policy that no trading in derivative financial instruments shall be undertaken.

(b) Interest Rate Risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because

of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument

will fluctuate due to changes in market interest rates. As the Group has no interest-bearing financial assets, the

Group’s income and operating cash flows are substantially independent of changes in market interest rates.

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating rates

expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair

value interest rate risk. The Group manages its interest rate exposure by maintaining a mix of fixed and floating

rate borrowings.



61

28. FINANCIAL INSTRUMENTS [cont’d]

(b) Interest rate risks [cont’d]

The following tables set out the carrying amounts, the weighted average effective interest rates (WAEIR) as at

the balance sheet date and the remaining maturities of the Group’s and the Company’s financial instruments that

are exposed to interest rate risk:

Note WAEIR Within 1 1-2 2-3

% Year Years Years Total

RM’000 RM’000 RM’000 RM’000

At 31 December 2006

Group

Fixed rate

Hire purchase and finance

lease liabilities 17,18 8.00 3 3 2 8

========== ========== ========== ========== ==========

Floating rate

Bank overdrafts 16,17 8.60 (1,398) - - (1,398)

Revolving credit 17 7.25 (6,700) - - (6,700)

========== ========== ========== ========== ==========

At 31 December 2006

Company

Fixed rate



========== ========== ========== ========== ==========

Floating rate

Bank overdrafts 16,17 8.60 (997) - - (997)

Revolving credit 17 7.25 (6,700) - - (6,700)

========== ========== ========== ========== ==========

At 31 December 2005

Group

Fixed rate



========== ========== ========== ========== ==========

Floating rate

Bank overdrafts 16,17 8.61 (4,757) - - (4,757)

========== ========== ========== ========== ==========



62


(b) Interest rate risks [cont’d]

Note WAEIR Within 1 1-2 2-3

% Year Years Years Total

RM’000 RM’000 RM’000 RM’000

At 31 December 2005

Company

Fixed rate



========== ========== ========== ========== ==========

Floating rate

Bank overdrafts 16,17 8.58 (4,007) - - (4,007)

========== ========== ========== ========== ==========

The other financial instruments of the Group and the Company that are not included in the above tables are not

subject to interest rate risks.

(c) Foreign Exchange Risk

The Group is exposed to transactional currency risk primarily through sales and purchases that are denominated

in a currency other than the functional currency of the operations to which they relate.

The currencies giving rise to this risk are primarily United States Dollars (USD) and Singapore Dollar (SGD).

Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities

are kept to an acceptable level.

(d) Liquidity Risk

The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure

that refinancing, repayment and funding needs are met. As part of its overall liquidity management, the Group

maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In

addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position.

As far as possible, the Group raises committed funding from both capital markets and financial institutions and

balances its portfolio with some short term funding so as to achieve overall cost effectiveness.

(e) Credit Risk

The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with recognised and

creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject

to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the

Group’s exposure to bad debts is not significant. For transactions that are not denominated in the functional

currency of the relevant operating unit, the Group does not offer credit terms without the specific approval of the

Head of Credit Control. Since the Group trades only with recognised and creditworthy third parties, there is no

requirement for collateral.

The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents, and non-current

investments, arises from default of the counterparty, with a maximum exposure equal to the carrying amount of

these financial assets.

As at balance sheet date, the Company has significant concentration of credit risk in the form of outstanding

balance due from 2 (2005: 4) customers representing 78% (2005:81%) of total trade debtors.



63


(f) Fair Values

The aggregate net fair values of financial assets and financial liabilities which are not carried at fair value on the

balance sheets of the Company as at the end of the financial year are amounts due (to)/from subsidiaries. It is not

practical to estimate the fair value of amounts due (to)/from subsidiaries due principally to a lack of fixed repayment

term entered by the parties involved and without incurring excessive costs.

The methods and assumptions used by management to determine fair values of financial instruments other than

those whose carrying amounts reasonably approximate their fair values are as follows:

(i) Cash and Cash equivalents, Receivables/Payables and Short Term Borrowings

The carrying amounts approximate fair values due to the relatively short term maturity of these financial

instruments.

(ii) Borrowings

The fair value of borrowings is estimated by discounting the expected future cash flows using the current

interest rates for liabilities with similar risk profiles.



64

��Analysis Of Shareholdings

As At 10 May 2007

STATISTICS ON SHAREHOLDINGS

SHARE CAPITAL

Authorised Capital : RM100,000,000.00

Issued and Paid up Capital : RM62,833,333.00

Class of Shares : Ordinary Shares of RM1.00 each

Voting Rights : One Vote per Share

ANALYSIS BY SIZE OF SHAREHOLDINGS

Size of Shareholdings Number of Shareholders Number of Shares % of Shares

Less than 100 191 4,581 0.01

100 to 1,000 2,265 2,154,811 3.43

1,001 to 10,000 3,067 11,748,215 18.70

10,001-100,000 418 11,702,710 18.63

100,001 to less than 5% 46 21,215,916 33.75

5% and above 1 16,007,100 25.48

Total 5,988 62,833,333 100.00

LIST OF SUBSTANTIAL SHAREHOLDERS

No. of Shares

Direct % Indirect %

Zecon Engineering Bhd 16,007,100 25.48 - -

Datuk Hj Zainal Abidin bin Hj Ahmad - - 16,007,100* 25.48

* Deemed interested by virtue of his shareholdings in Zecon Engineering Berhad

DIRECTORS’ SHAREHOLDINGS

No. of Shares Held

Direct Percentage Indirect Percentage

THE COMPANY

Datuk Hj Zainal Abidin bin Hj Ahmad 2,515,200 4.00 16,007,100* 25.48

Jamel bin Matin @ Ibrahim 25,000 0.04 - -

Hamzah bin Mahmood 10,000 0.02 - -

Zailan bin Mohd Zahid 1,700 negligible - -

* Deemed interested by virtue of his shareholdings in Zecon Engineering Berhad

65

��30 Largest Shareholders

As At 10 May 2007

NO. SHAREHOLDERS NO. OF SHARE PERCENTAGE (%)

1. Zecon Engineering Berhad 16,007,100 25.48

2. Zainal Abidin Bin Ahmad 2,515,200 4.00

3. Mohd Haniff Bin Abd Aziz 2,371,000 3.77

4. Zulkifli Bin Jafar 1,789,900 2.85

5. Chin Kian Fong 1,605,600 2.56

6. CIMSEC Nominees (Tempatan) Sdn Bhd

CIMB Bank For Lee Swee Eng 1,370,000 2.18

7. Gan Siew Liat 1,030,000 1.64

8. Digital Network Sdn Bhd 921,700 1.47

9. Trade Pioneer Limited 752,900 1.20

10. Tan Lee Hon 610,000 0.97

11. Yong Kwee Lian 600,000 0.95

12. Chin Kiam Hsung 475,800 0.76

13. Citigroup Nominees (Asing) Sdn Bhd

Pershing LLC For Logistics Technology International Pty Ltd 439,400 0.70

14. Tan Yu Wei 437,000 0.70


16. Wong Lay Leng 350,000 0.56

17. OSK Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Amin Shah Bin Omar Shah 335,200 0.53

18. Hew Kwan Mooi 330,900 0.53

19. Mayban Securities Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Mohriz Bin Ghazali 325,000 0.52

20. Ooi Say Hup 264,400 0.42

21. TA Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For UB Co-Management Sdn Bhd 260,000 0.41

22. Ooi Say Hup 252,400 0.40

23. HLB Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Hew Kwan Mooi 250,000 0.40

24. Kenneth Tung Kong Weng 231,000 0.37

25. Digital Network Sdn Bhd 225,600 0.36

26. Ooi Cheow Har 200,000 0.32

27. JF Apex Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Ang Yoke Chun @

Hoong Yuke Chen 184,900 0.29

28. Chin Sin Lin 180,250 0.29


Ing Asia Private Bank Limited For Eng Sim Leong @

Ng Leong Sing 178,666 0.28

30. HSBC Nominees (Asing) Sdn Bhd

Exempt An For Credit Suisse 175,000 0.28

Total 35,031,416 55.77

66

��Analysis Of Warrantholdings

As At 10 May 2007

Class of Shares : Warrants 2004/2014

Voting rights : One vote for each warrant held

ANALYSIS BY SIZE OF WARRANTHOLDINGS

Number of holders Number of Warrants %

Less than 100 37 1,868 0.01

100 to 1,000 399 273,013 2.17

1,001 to 10,000 347 1,726,868 13.74

10,001-100,000 163 5,113,017 40.69

100,001 to less than 5% 22 5,451,900 43.38

5% and above 0 0 0.00

Total 968 12,566,666 100.00

67

��30 Largest Warrantholders

As At 10 May 2007

NO. NAME OF WARRANTHOLDERS NO. OF PERCENTAGE

WARRANTS (%)

1. Cheng Chuen Fang 615,800 4.90

2. Cheng Kok Ding @ Tank Kok Ding 484,600 3.86

3. Yong Kwee Lian 400,000 3.18

4. RHB Capital Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Hew Kwan Mooi (CED) 400,000 3.18

5. Trade Pioneer Limited 368,800 2.93

6. Hew Kwan Nooi 300,000 2.39

7. Low Yoke Choo 269,500 2.14

8. Sim Geok Ngo 254,900 2.03

9. Mayban Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Teoh Ah Kooi 250,000 1.99

10. Chee Kim Lien 249,000 1.98

11. Ngiam Voon Soon 229,900 1.83

12. On Yee Loong 200,000 1.59

13. Shirley Premavathy Kandasamy 200,000 1.59

14. Mayban Nominees (Asing) Sdn Bhd

Pledged Securities Account For Lim Ai Ling 152,400 1.21

15. RC Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Lai Cheng Kuan 150,000 1.19

16. TA Nominees (Tempatan) Sdn Bhd 150,000 1.19


18. TA Nominees (Asing) Sdn Bhd

Pledged Securities Account For Charles Ross Mckinnon 140,000 1.11

19. Cheng Kok Ding @ Tank Kok Ding 137,700 1.10

20. Roseda Binti Abdul Rahman 130,000 1.03

21. Wong Fook Weng 125,000 0.99

22. Thean Yin Kong 103,300 0.82

23. Loi Teik Tong @ Lee Teik Tong 100,000 0.80

24. Tan Kim Ean 100,000 0.80

25. Chai Chi Ling 100,000 0.80


Ing Asia Private Bank Limited For Eng Sim Leong @

Ng Leong Sing 100,000 0.80

27. Kenneth Tung Kong Weng 100,000 0.80

28. TA Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Lee Fah 100,000 0.80

29. JF Apex Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Lim Kok Wei 95,000 0.76

30. Citigroup Nominees (Asing) Sdn Bhd

Pershing LLC For Logistics Technology International Pty Ltd 82,500 0.66

Total 6,229,400 49.57

68

��List Of Properties

Held By The Halifax Capital Berhad Group

As At 31 December 2006

Location

Area (sq. ft.)

Description

Existing Use

Tenure

Approx. Age of

Building

Net Book Value as at

31 December 2006

(RM’000)

Date of Revaluation

No. 5, Jalan Riang 24

Taman Gembira

Off Jalan Tampoi

81200 Johor Bahru

Johor Darul Takzim

288,475

3 lots of freehold land for

industrial purposes with 6

factory buildings

3 factories

2 offices cum warehouse

1 warehouse

Freehold

2 buildings –17 years



16,207

October 2005

Lot 1543

Mukim of Serting Ulu

District of Jempol

Negeri Sembilan

17,600

Factory building

comprising of a single

storey uninterrupted

working area annexed with

a 2-storey office block

Vacant

30 years lease commencing 15/8/89

18 years

-

N/A

69

��Appendix I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 2

Article 9

“Central Depository” means the Malaysian

Central Depository Sdn Bhd.

“Depositor” means a holder of Securities Account

as defined by the Central Depositories Act.

“Rules” means the Rules of the Central

Depository.

New provision

New provision

“Company” means Setron (Malaysia) Bhd

“Market Day” means any day between Mondays

and Fridays which is not a market holiday or

public holiday.

“Member or Members” means any person/

persons for the time being holding shares in the

Company and whose names appear in the

Register of Members (except the Malaysian

Central Depository Nominees Sdn. Bhd.),

including depositors whose name appear on the

Record of Depositors.

Where two or more persons are registered as

the holders of any share, they shall be deemed

to hold the same as joint tenants with benefit or

survivorship subject to the provisions following:-

(a) The Company shall not be bound to

register more than four persons as the

holders of any share; except in the case

of administrators or executors of a

deceased shareholder.

(b) The joint holders of a share shall be liable

severally as well as jointly in respect of

all payments which ought to be made in

respect of such share.

(c) On the death of any one of such joint

holders the survivor or survivors shall be

the only person or persons recognised by

the Company as having any title to such

share but the Directors may require such

evidence of death as they may deem fit.

“Central Depository” means the Bursa Malaysia

Depository Sdn Bhd

“Depositor” means a holder of a Securities

Account established by the Central

Depository

“Rules of the Depository” means the meaning

given in section 2 of the Securities Industry

(Central Depositories) Act 1991

“Kuala Lumpur Stock Exchange” means

“Bursa Malaysia Securities Berhad”

“the Exchange” means the Bursa Malaysia

Securities Berhad

“Company” means Halifax Capital Berhad

“Market Day” means a day on which the stock

market of the Exchange is open for trading in

securities.

“Member or Members” means includes a

depositor who shall be treated as if he were a

member pursuant to section 35 of the Securities

Industry (Central Depositories) Act 1991 but

excludes the Central Depository in its capacity

as a bare trustee.

Deleted

Deleted

Deleted

Deleted

Amended ArticlesArticleNo. Existing Articles

70

Deleted

Deleted

(1) Where :-

(a) the securities of a company are listed on

another stock exchange; and

(b) such company is exempted from

compliance with Section 14 of the

Securities Industry (Central Depositories)

Act 1991 or Section 29 of the Securities

Industry (Central Depositories)

(Amendment) Act 1998, as the case may

be, under the Rules of the Central

Depository in respect of such securities,

such company shall, upon request of a securities

holder, permit a transmission of securities held

by such securities holder from the register of

holders maintained by the registrar of the

company in the jurisdiction of the other stock

exchange, to the register of holders maintained

by the registrar of the company in Malaysia and

vice versa provided that there shall be no

change in the ownership of such securities.

Deleted

The registration of transfers may be suspended

at such times and for such periods as the

directors may from time to time determine not

exceeding in whole thirty (30) days in any year.

Ten (10) market days notice of intention to close

the said register shall be published in at least

one (1) nationally circulated Bahasa Malaysia

or English daily newspaper which shall, also

be given to the Exchange. The said notice shall

state the purpose or purposes for which the

(d) Any one of such joint holders may give

effectual receipts for any dividend payable

to such joint holders.

(e) Only the person whose name stands first

in the Register as one of the joint holder

of any share shall be entitled to delivery

of the certificate relating to such share or

to receive notices from the Company and

any notice given to such person shall be

deemed notice to all the joint holders.

(1) Where :-

(a) the securities of a company are listed on

an Approved Market Place; and

(b) such company is exempted from

compliance with Section 14 of the

Securities Industry (Central Depositories)

Act 1991 or section 29 of the Securities

Industry (Central Depositories)

(Amendment) Act 1998, as the case may

be, under the Rules of the Central

Depository in respect of such securities,

such company shall, upon request of a securities

holder, permit a transmission of securities held

by such securities holder from the register of

holders maintained by the registrar of the

company in the jurisdiction of the Approved

Market Place (hereinafter referred to as “the

Foreign Register”), to the register of holders

maintained by the registrar of the company in

Malaysia (hereinafter referred to as “the

Malaysian Register”) provided that there shall be

no change in the ownership of such securities.

(2) For the avoidance of doubt, no company

which fulfi ls the requirements of

subparagraphs (1)(a) and (b) above shall

allow any transmission of securities from

the Malaysian Register into the Foreign

Register.

The registration of transfers may be suspended

at such times and for such periods as the

directors may from time to time determine not

exceeding in whole thirty (30) days in any year.

Eighteen (18) market days notice of intention to

close the said register shall be published in a

daily newspaper circulating in Malaysia which

shall, also be given to the Kuala Lumpur Stock

Exchange. The said notice shall state the

purpose or purposes for which the register is

��Appendix I [cont’d]

Article 23B

Article 28


71

register is being closed. At the latest date which

is reasonably practicable which shall in any

event be not less than three (3) market days

prior notice shall be given to the Central

Depository to prepare the appropriate Record of

Depositors, provided that where the Record of

Depositors is required in respect of corporate

actions at least seven (7) market days prior

notice shall be given to the Central Depository.

Deleted

The Company may from time to time by ordinary

resolution passed at a General Meeting of the

Company, whether all the shares for the time

being authorised shall have been issued or all

the shares for the time being issued shall have

been fully called up or not, increase its capital

by the creation and issue of new shares, such

aggregate increase to be of such amount and to

be divided into shares of such respective

amounts as the Company in such General

Meeting directs and the Company may in such

General Meeting direct that new shares or any

of them may have such preference or priority

over the existing shares of the Company and that

such rights and privileges be different from those

of such existing shares as they may think fit.

Deleted

The notice convening meetings shall specify the

place, day and hour of the meeting, and shall be

given to all shareholders at least 14 days before

the meeting or at least 21 days before the

meeting where any special resolution is to be

proposed or where it is an annual general

meeting. The notice shall be exclusive of the

day on which it is served or deemed to be

served and of the day for which it is given.

being closed. At least three (3) market days prior

notice shall be given to the Central Depository

to prepare the appropriate Record of Depositors,

provided that where the Record of Depositors is

required in respect of corporate actions at least

seven (7) market days prior notice shall be given

to the Central Depository.

In the case of the death of a member the survivor

or survivors, where the deceased was a joint

holder, and the executors of the deceased,

whereas he was a sole or only surviving holder,

shall be the only person recognized by the

Company as having any title to his shares, but

nothing herein contained shall release the estate

of a deceased joint holder from any liability in

respect of any share jointly held by him.

The Company may from time to time by ordinary

resolution passed at a General Meeting of the

Company, whether all the shares for the time

being authorised shall have been issued or all

the shares for the time being issued shall have

been fully called up or not, increase its capital

by the creation and issue of new shares, such

aggregate increase to be of such amount and to

be divided into shares of such respective

amounts as the Company in such General

Meeting directs and the Company may in such

General Meeting direct that new shares or any

of them may have such preference or priority

over the then existing shares of the Company

and that such rights and privileges be different

from those of such existing shares as they may

think fit, provided always that the total nominal

value of the issued preference shares, if any,

shall not exceed the total nominal value of

the issued ordinary shares at any time.

The holder of a preference share must be entitled

to a return of capital in preference to holders of

ordinary shares when the company is wound up.

The notice convening meetings shall specify the

place, day and hour of the meeting, and shall be

given to all shareholders at least 14 days before

the meeting or at least 21 days before the

meeting where any special resolution is to be

proposed or where it is an annual general

meeting. Any notice of a meeting called to

consider special business shall be accompanied

by a statement regarding the effect of any


Article 29(iii)

Article 46

Article 52A(2)

Article 65


72

Any notice of a meeting called to consider special

business shall be accompanied by a statement

regarding the effect of any proposed resolution

in respect of such special business.

Notwithstanding the foregoing at least 14 days’

notice or 21 days’ notice in the case where any

special resolution is proposed or where it is the

annual general meeting, of every such meeting

shall be given by advertisement in at least 1

nationally circulated Bahasa Malaysia or

English daily newspaper and in writing to each

stock exchange upon which the company is

listed.”

The Company shall also request the Central

Depository in accordance with the Rules of the

Central Depository, to issue a Record of Central

Depositors, as at the latest date which is

reasonably practicable which shall in any

event be not less than three (3) Market days

prior to and not including the date of the

notice of the general meeting, to issue the

Record of Depositors (hereinafter referred to

as “the General Meeting Record of

Depositors”) to whom notices of general

meetings shall be given by the Company.”

On a show of hands a holder of ordinary shares

or preference shares who is personally

present and entitled to vote shall be entitled

to one vote. Upon a poll, every member present

in person or by proxy or by a duly authorised

representative and entitled to vote shall have one

vote for every share held by such member.

Deleted

proposed resolution in respect of such special

business.

Notwithstanding the foregoing at least 14 days’

notice or 21 days’ notice in the case where any

special resolution is proposed or where it is the

annual general meeting, of every such meeting

shall be given by advertisement in the daily press

and in writing to each stock exchange upon which

the company is listed.”

The Company shall also request the Central

Depository in accordance with the Rules of the

Central Depository, to issue a Record of

Depositors, as at a date not less than 3 market

days before the general meeting (hereinafter

referred to as “the General Meeting Record of

Depositors”).

On a show of hands every member present in

person or by proxy shall have one vote and

upon a poll, every member present in person or

by proxy or by a duly authorised representative

and entitled to vote shall have one vote for every

share held by such member.

Where there are joint registered holders of any

share, any one of such persons may vote at any

meeting, either personally or by proxy, in respect

of such share as if he were solely entitled thereto;

and if more than one of such joint holders be

present at the meeting, personally or by proxy,

then one of the said persons so present whose

name stands first on the register in respect of

such shares shall alone be entitled to vote in

respect thereof. Where there are several

executors or administrators of a deceased

member in whose sole name any shares

standard, any one of such executors or

administrators may vote in respect of such

shares unless any other of such executors or

administrators is present at the meeting at which

such a vote is tendered and objects to the vote.


Article 66(b)

Article 66(d)

Article 82

Article 85


73

A member shall not be entitled to appoint a

person who is not a member as his proxy unless

that person is qualified legal practitioner and

approved company auditor or a person approved

by the Registrar in a particular case.

The number of Directors including the Managing

Director shall not be less than two nor more than

fifteen. All Directors of the Company shall be

natural persons.

If he is absent from more than 50% of the total

board of directors’ meetings held during the

financial year.

If he is found a lunatic or becomes of unsound

mind or bankrupt.

Unless otherwise directed by the Company in

General Meeting any dividend may be paid by

cheque or warrant sent through the post to the

last registered address of the member or person

entitled, or in the case of joint holders, to the

registered address of any one of such joint

holders; and every cheque or warrant so sent

shall be made payable to the order of the person

to whom it is sent. No unpaid dividend or unpaid

interest shall bear interest as against the

Company.

A member shall be entitled to be present and

to vote on any question either personally or

by proxy, or as proxy for another Member at

any general meeting, or upon a poll and to

be reckoned in a quorum in respect of any

fully paid-up shares and any share upon

which call due and payable to the Company

shall have been paid. The proxy need not be

a Member of the Company and if not a

Member he need not be a qualified legal

practitioners and approved Company auditor

or a person approved by the Registrar.

The number of Directors including the Managing

Director shall not be less than two nor more than

fifteen.

Deleted

If he becomes of unsound mind or bankrupt

during his term of office.

Any dividend, interest or other moneys

payable in cash in respect of Shares may be

paid by cheque or warrant sent through the

post to the last registered address of the

Member or person entitled thereto or by

direct transfer or such other mode of

electronic means (subject to the provision of

the Act, the Central Depositories Act and the

Rules of the Depository, the Listing

Requirements and/or other regulatory

authorities) to the bank account of the

holders whose name appear in the Register

or Record of Depositors respectively. Every

such cheque or warrant or payment by direct

transfer shall be made payable to the order

of the person to whom it is sent or to such

person as the holder or person or persons

entitled to the Share in consequence of the

death or bankruptcy of the holder may direct

and payment of the cheque or warrant or by

such electronic means shall be a good

discharge to the Company. The payment of

any dividend by such electronic means shall

constitute a good and full discharge to the

Company of the dividend to which it relates

regardless of any discrepancy given by the

Member in the details of the bank account(s).

Every such cheque or warrant shall be sent

at the risk of the person entitled to the money

represented thereby.


Article 89(a)

Article 94

Article 109(c)

Article 109(d)

Article 135


74

A copy of every balance sheet and profit and loss

account which is to be laid before a General

Meeting of the Company (including every

document required by law to be annexed thereto)

together with a copy of every report of the

Auditors relating thereto and of the Directors

report shall not be less that twenty one days

before the date of the meeting (or such shorter

period as may be agreed in any year for receipt

of notice of the meeting pursuant to the first

provision to Article 66 of these presents), either

in printed form or in CD-ROM form or in such

other form of electronic media, be sent to

every member of, and every holder of debentures

of the Company and to every other person who

is entitled to receive notice from the Company

under provisions of the Act or of these presents;

provided that this Article shall not require a copy

of these documents to be sent to any person of

whose address the Company is not aware or to

more than one of join holders, but any member

to whom a copy of these documents has not been

sent shall be entitled to receive a copy free of

charge on application at the office. The requisite

number of copies of each such document shall

at the same time be forwarded to each Stock

Exchange upon which the Company is listed. In

the event that these documents are sent in

CD-ROM form or in such other form of

electronic media and a Member requires a

printed form of such documents, the

Company shall send such documents to the

Member within four (4) Market Days from the

date of receipt of the Member’s request.

A copy of every balance sheet and profit and loss

account which is to be laid before a General

Meeting of the Company (including every

document required by law to be annexed thereto)

together with a copy of every report of the

Auditors relating thereto and of the Directors

report shall not be less that twenty one days

before the date of the meeting (or such shorter

period than as may be agreed in any year for

receipt of notice of the meeting pursuant to the

first provision to Article 66 of these presents) be

sent to every member of, and every holder of

debentures of, the Company and to every other

person who is entitled to receive notice from the

Company under provisions of the Act or of these

presents; provided that this Article shall not

require a copy of these documents to be sent to

any person of whose address the Company is

not aware or to more than one of join holders,

but any member to whom a copy of these

documents has not been sent shall be entitled

to receive a copy free of charge on application

at the office. The requisite number of copies of

each such document shall at the same time be

forwarded to each Stock Exchange upon which

the Company is listed.

Article 142A



HALIFAX CAPITAL BERHAD (11208-M)

(Formerly known as Setron (Malaysia) Bhd)(Incorporated in Malaysia)

FORM OF PROXY

I/We, ................................................................................................................................................................................................

(FULL NAME IN BLOCK LETTERS)

of ......................................................................................................................................................................................................

(FULL ADDRESS)

being a member of HALIFAX CAPITAL BERHAD, hereby appoint .................................................................................................

......................................................................................................................................................................................................

(FULL NAME IN BLOCK LETTERS)

......................................................................................................................................................................................................

(FULL ADDRESS)

or failing him/her, THE CHAIRMAN OF THE MEETING, as my/our proxy to vote for me/us and on my/our behalf at the Thirty-

Fifth Annual General Meeting of the Company, to be held at the Conference Room, 8th Floor, Menara Zecon, No.92, Lot 393,

Section 5 KTLD, Jalan Satok, 93400 Kuching, Sarawak on Tuesday, 26 June 2007 at 11.00 a.m. and at any adjournment thereof.

(Please indicate with an (X) how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain from

voting at his discretion.)

ORDINARY RESOLUTIONS FOR AGAINST

1. To approve payment of Directors’ fees for the financial year ended 31 December 2006.

2. Re-election of Director – Hamzah bin Mahmood

3. Re-election of Director – Zailan bin Mohd Zahid

4. Re-election of Director – Datuk Hj Zainal Abidin bin Hj Ahmad

5. To re-appoint Messrs. Ernst & Young as Auditors and to authorise the Directors to fix

their remuneration for the ensuing year.

6. Authority to issue shares pursuant to Section 132D of the Companies Act, 1965.

SPECIAL RESOLUTION

1. Proposed amendments to the Articles of Association of the Company

Dated this ............................ day of ............................, 2007

.....................................................................

{Signature/Common Seal of Shareholder(s)}

Notes:-

1. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such

appointer is a corporation under its Common Seal or under the hand of the attorney. A proxy shall be entitled to vote both on a show of hands

and on a poll on any question at any General Meeting.

2. A member shall not be entitled to appoint a person who is not a member as his proxy unless that person is a qualified legal practitioner, an

approved company auditor or a person approved by the Companies Commission of Malaysia in a particular case.

3. A member shall not be entitled to appoint more than two proxies to attend and vote at the same meeting. Where a member appoints two

proxies, the appointments shall be invalid unless he specified the proportions of holdings to be represented by each proxy.

4. The instrument of a proxy and power of attorney (if any) under which it is signed or a notarially certified copy thereof shall be deposited at the

Registered Office of the Company, 8th Floor, Menara Zecon, No. 92, Lot 393, Section 5, KTLD, Jalan Satok, 93400 Kuching, Sarawak not less

than forty-eight (48) hours before the time for the holding of the meeting or adjourned meeting as the case may be at which the person named

in such instrument proposes to vote.

Number of Shares Held

STAMP

The Company SecretaryHALIFAX CAPITAL BERHAD (11208-M)8th Floor, Menara Zecon,No. 92, Lot 393,Section 5 KTLD, Jalan Satok,93400 Kuching, Sarawak.

Fold here

Fold here

Halifax Capital Berhad (11208-M)

[Formerly known as SETRON (MALAYSIA) BERHAD]

Head Office: Suite 2A-11-2, Level 11, Block 2A, Plaza Sentral, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia.

Tel: 03-22748081 Fax: 03-22748332 Email: [email protected]

Registered Office: 8th Floor, Menara Zecon, No.92, Lot 393, Section 5, KTLD, Jalan Satok, 93400 Kuching, Sarawak. Tel: 082-275 555 Fax: 082-275 500

AGENDAlibapps2.nus.edu.sg/nus_hl/halifax2006.pdf · Jalan Tun Tan Cheng Lock Branch 9, Jalan Tun...

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Transcript of AGENDAlibapps2.nus.edu.sg/nus_hl/halifax2006.pdf · Jalan Tun Tan Cheng Lock Branch 9, Jalan Tun...