Annual Report 2011 - tmclife.com · • Acquisition of 20% stake in TMC Women’s Specialist...

Annual Report 2011

Corporate Profile 2

Corporate Structure 4

Corporate Information 5

Chairman’s Statement 6

Directors’ Profile 8

Profile of Group Chief Executive Officer 12

Corporate Directory 13

Corporate Governance Statement 14

Audit Committee Report 19

Statement of Internal Control 23

Additional Information 24

Financial Statements 25

List of Properties 84

Analysis of Shareholdings 85

Notice of the 8th Annual General Meeting 88

Proxy Form

Contents

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)

ANNUAL REPORT 20112

Corporate Profile

Tropicana Medical cenTre, KoTa daMansara (TMcKd)

TMCKD is the flagship hospital of TMC Life Sciences Berhad. Located in a prime alcove of Kota Damansara, this multi-disciplinary tertiary care centre is equipped with advanced medical technology and skilled medical personnel, complemented by a refreshing and aesthetically pleasing ambience, geared towards providing the best healthcare experience to patients.

Vision

To provide exceptional medical services and compassionate care to patients and clients through continuous effort, dedication, commitment and the application of world class standards in all endeavours.

Mission

To be recognized as the premier provider of outstanding value-based medical services in the ASEAN region.

The 180-bedded medical centre is further empowered by a panel of over 50 commendable consultants from various medical / surgical specialties and sub-specialties, including:

• Anaesthesiology • Obstetrics & Gynaecology

• Cardiology • Oncology

• Cardiothoracic Surgery • Orthopaedic - General

• Colorectal Surgery • Orthopaedic - Spine/ Arthroplasty

• Dermatology • Orthopaedic - Sports Medicine

• Dietetics • Orthopaedic - Traumatology

• ENT, Head & Neck Laser Surgery • Orthopaedic - Paediatric

• Endocrinology • Paediatric - General

• Fertility • Paediatric - Cardiology

• Gastroenterology • Paediatric - Neonatology

• Gastrointestinal Surgery • Paediatric - Surgery

• General Surgery • Plastic & Reconstructive Surgery

• Hepatobiliary Surgery • Psychiatry

• Hand & Microsurgery • Radiology - Diagnostics & Interventional

• Laparoscopic Surgery & Minimally Invasive Procedures • Respiratory Medicine

• Nephrology • Urology

• Neurosurgery • Vascular & Endovascular Surgery

Established in 1994 and listed on Bursa Malaysia Securities Berhad since 2005, TMC Life Sciences Berhad has charted numerous milestones to become a premier healthcare group in Malaysia.

TM

C Life S

ciences Berhad

(624409-A)

ANNUAL REPORT 2011 3

Corporate Profile (Cont’d)

TMCKD strives to provide high quality healthcare services. Hence, there is continuous effort to acquire state-of-the-art imaging technology, equipment and latest software that enables seamless screening results to facilitate early detection, fast and accurate diagnostic and treatment processes directly leading to optimal treatment solutions and faster recovery time for patients.

TMCKD is the first medical centre in South East Asia to install a 32 Channel 1.5 Tesla Magnetic Resonance Imaging (MRI) machine that offers comprehensive cardiac screening with the capability to generate images that are remarkably complete and precise in comparison with any other non-invasive modality of imaging. The MRI has a dedicated breast coil which is able to offer valuable information about many breast conditions including detecting and staging breast cancer which other imaging modalities, such as mammography or ultrasound, are not able to provide.

In addition, TMCKD is also one of the first in the region to offer the latest full field digital mammogram system with Computer Aided Detection (CAD) software which ensures higher image visibility and up to 30% less radiation than conventional mammography, making it a safer diagnostic tool for regular breast screenings. It also comes with stereotactic biopsy guide system for precise localization and biopsy of micro calcifications.

Other advanced facilities of TMCKD includes the Computed Tomography (CT) 64-Slice Scanner, Vascular Interventional Radiology equipment, Whole Body Bone Densitometer, Non-Invasive Vascular Screening System, Bi-plane Catheterization Laboratory and Laser equipment for ENT.

Tropicana Medical Centre, Penang (TMC Penang)

Located minutes away from Penang International Airport and in the vicinity of the city centre, TMC Penang is committed to provide a complete chain of medical services for Fertility, Women and Children Health through a team of reputable doctors, embryologists and qualified nurses who all possess a true passion to meet the healthcare needs and well-being of patients. With the mission to provide quality healthcare at an affordable cost to the community in Penang as well as other northern states of Malaysia, efforts are focused on upgrading quality standards with the latest technologies and expertise.

TMC Fertility Centre

TMC Fertility Centre (formerly known as Damansara Fertility Centre) was established in January 1994 in Damansara Utama, Selangor. With the main facility now in TMCKD, TMC Fertility Centre has branches located in Johor Bahru, Kepong, Kuantan, Penang and Puchong. This enables more couples needing fertility treatment in the region to benefit from the world-class fertility treatment technologies offered.

TMC Fertility Centre offers a multifaceted and complete range of fertility treatment by providing the most technologically-advanced treatment options led by an experienced and dedicated team of Gynecologists who are supported by an able and skilled team of Embryologists, Pre-implantation Genetic Diagnosis (PGD) Scientists and specialized nurses. Since inception, the centre has sustained consistent success rates which are comparable with international standards. The success rate of 60.7% in 2010 in IVF pregnancies is the highest since inception.

StemTECH International

StemTECH International is dedicated to providing cord blood and adult stem cell banking (collection/harvesting, processing and storage). StemTECH International strives to provide high-quality personalized service with cutting-edge technologies. In collaboration with TMCKD, StemTECH International is the only stem cell services provider in Malaysia with its own hospital-based stem cell therapy centre.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)

ANNUAL REPORT 20114

Corporate Structure

Tropicana Medical Centre(M) Sdn Bhd

100%

Tropicana Medical Centre(Penang) Sdn Bhd85%

TMC Women’s Specialist (Kuantan) Sdn Bhd100%

15%

TMC Biotech Sdn Bhd100%

TMC Lifestyle Sdn Bhd100%

TMC Properties Sdn Bhd100%

StemTech InternationalSdn Bhd

100%

TMC Women’s Specialist Holdings Sdn. Bhd.

100%

PT Stemtech Life ScienceIndonesia65%

IVF Technologies Sdn Bhd100%

Academy of Nursing(M) Sdn Bhd19%

TM

C Life S

ciences Berhad

(624409-A)


CORPORATE INFORMATION

Board of Directorsprofessor emeritus dato’ dr. Khalid Bin abdul Kadir, Independent Non-Executive Chairman

dato’ dr. Tan Kee Kwong, Independent Non-Executive Director

Mr. Freddie pang Hock cheng, Non-Independent Non-Executive Director

dr. Wong chiang Yin, Executive Director

dr. chan Boon Kheng, Non-Independent Non-Executive Director

dr. lee G. lam, Independent Non-Executive Director

Mr. Gary Ho Kuat Foong, Independent Non Executive Director

aUdiT coMMiTTee

Mr. Gary Ho Kuat Foong (Chairman)Dr. Lee G. LamMr. Freddie Pang Hock Cheng

noMinaTinG coMMiTTee

Dr. Chan Boon Kheng (Chairman)Dato’ Dr. Tan Kee KwongDr. Lee G. Lam

reMUneraTion coMMiTTee

Dr. Lee G. Lam (Chairman)Dato’ Dr. Tan Kee KwongMr. Gary Ho Kuat Foong

coMpanY secreTaries

Seow Fei San (MAICSA 7009732)Michele Ng Pek Yin (MAICSA 7045369)

aUdiTors

Crowe Horwath (AF 1018) Level 16, Tower C Megan Avenue II 12, Jalan Yap Kwan Seng 50450 Kuala Lumpur

Tel : 603-2166 0000 Fax : 603-2166 1000

reGisTrar

Tricor Investor Services Sdn. Bhd. Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur

Tel : 603-2264 3883 Fax : 603-2282 1886

reGisTered oFFice

312, 3rd Floor, Block C Kelana Square, 17 Jalan SS7/26 47301 Petaling Jaya Selangor Darul Ehsan

Tel : 603-7803 1126 Fax : 603-7806 1387

HeadQUarTers

Tropicana Medical Centre No.11, Jalan Teknologi Taman Sains Selangor 1 PJU 5, Kota Damansara 47810 Petaling Jaya Selangor Darul Ehsan

sTocK inForMaTion

Listing : Main Market, Bursa Malaysia Bursa : 0101 Reuters : TMCN.KL Bloomberg : TMCL:MK

WeBsiTe

www.tmclife.com

inVesTor relaTions cHannel

http://tmc.investor.net.my

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)

ANNUAL REPORT 20116

Chairman’s Statement

FY 2011 reVieW

The Group changed its financial year end to 31 May from 31 December and I am pleased to present a review of the 17 months results from 1 January 2010 to 31 May

2011. The group revenue for the 17 months period under review was RM78.6 million compared to RM47.2 million recorded in financial year 2009. On a

prorated basis this represents a growth of 17.5 %.

Our flagship tertiary care hospital Tropicana Medical Centre, Kota Damansara (TMCKD) contributed 83.8% of the revenue overtaking our

fertility treatment services which contributed 10.7%. The growth in TMCKD’s revenue is encouraging and can be attributed to its strategic

location just 5 minutes from the Kota Damansara toll along the North Klang Valley Expressway (NKVE) as well as the marketing efforts and acceptance of the hospital and its medical consultants

by our patients.

The Group made allowance for impairment losses on receivables of RM4.7 million, property, plant and equipment write-off of RM1.1 million, intangible assets write-off of RM12.0 million and impaired the goodwill on consolidation of RM5.4 million and other investments of RM0.3 million, resulting in the Group recording a loss before tax and after tax of RM35.6 million and RM35.1 million respectively, compared to a loss before and after tax of RM8.8 million and RM8.7 million respectively in the financial year 2009.

The Group had also obtained additional borrowings of RM7.8 million to provide additional working capital. The Group’s borrowings as at 31 May 2011 stood at RM50.2 million and gearing is at 0.76 time compared to borrowings of RM48.5 million in end 2009.

The Board is cautiously optimistic that the Group’s revenue base will continue to increase in financial year 2012, spurred by the increased number of specialist doctors and support personnel at the flagship hospital and various satellite fertility centre’s, as well as ongoing promotional activities of the hospital’s advanced facilities and services. The Group is expecting to receive more medical tourists with the signing of several Memoranda of Understanding with various organisations and other marketing activities to promote medical tourism.

diVidend

The Board does not recommend the payment of any dividend for the financial period ended 31 May 2011.

corporaTe deVelopMenTs

• Acquisition of 15% stake in Tropicana Medical Centre (Penang) Sdn Bhd (TMC Penang) By virtue of the Sale and Purchase Agreement (Share) dated 17 March 2008, the Company is to pay RM1.965 million for

the purchase of the remaining 15% stake in TMC Penang on 17 March 2011. The Group has recognized TMC Penang as its wholly-owned subsidiary as at 31 May 2011 and made provisions for impairment as the net tangible assets of TMC Penang is below the acquisition value. A sum of RM1.965 mil has been reflected as a liability due to the Vendor as at 31 May 2011.

• Acquisition of 10% stake in Stemtech International Sdn Bhd (STI) On 29 March 2010, the Board authorised the Managing Director to acquire 10% of STI for the sum of RM125,000. This

transaction has been completed on 17 January 2011 and STI has become a wholly-owned subsidiary of the Group as at 31 May 2011.

• Acquisition of 20% stake in TMC Women’s Specialist (Kuantan) Sdn Bhd (TMCK) On 6 August 2010, the group acquired 20% of TMC Kuantan making it a wholly-owned subsidiary as at 31 May 2011.

• The Group’s interest in Academy of Nursing Sdn Bhd has been reduced to less than 20% as at 1 July 2010, rendering it no longer an associate company.

• Status of Memorandum of Understanding (MoU) with Berjaya Corporation Berhad and Viet Ha Corporation On 18 September 2008, the Company entered into a MoU with Berjaya Corporation Berhad and Viet Ha Corporation

to establish a formal relationship in order to jointly carry out activities relating to the design, construction, furnishing, equipping and operating of a hospital in or near Hanoi, Vietnam. The parties to the MOU have mutually agreed to extend the duration of the MOU for two further periods of twelve months each expiring on 17 September 2010 and 17 September 2011.

TM

C Life S

ciences Berhad

(624409-A)


Chairman’s Statement (Cont’d)

FUTUre sTraTeGies

The Group will continue to focus on building up the business of TMCKD and TMC Penang through greater market awareness programs in both the domestic and international market, increasing the number of specialists and sub-specialists medical consultants practicing in our hospitals, investing in up to date medical equipments for the care and treatment of patients and continuous improvements in service delivery to patients.

corporaTe GoVernance

The Board believes in maintaining high standards of corporate governance within the Group as a fundamental aspect in discharging our responsibilities to protect and maximize shareholder’s value, as well as enhance the business prosperity of the Group. These practices are highlighted in the Corporate Governance Statement embodied in this Annual report.

corporaTe social responsiBiliTY (csr)

I am pleased to report that the Group was active in various CSR activities during the period under review.

The Group, as part of healthy lifestyle advocates, had participated in various Health Awareness Campaign for the benefit of people from all walks of life such as the health campaign for senior citizens in collaboration with Damansara Utama Resident’s Association and free health screening and consultation for the Puchong Rumah Jagaan dan Rawatan Orang Tua Al-Ikhlas in collaboration with News Straits Time.

Besides, the Group also participated in CSR programme in collaboration with The Lion Club for the residents of Subang Jaya and USJ, CSR health campaign for the residents of Kota Damansara, fund raising activities for the upkeep of Masjid Kota Damansara, collaboration with Friends of Kota Damansara and NGOs to organise Earth Day (an environment appreciation/conservation programme for the Kota Damansara Community), health education at the Gospel Assembly of God Church and similar activities.

In Indonesia, the Group provided relief to the tsunami victims of Mentawai Island and volcano victims of Gunung Merapi working with the Indonesian Chinese Social Association, assistance to the underprivileged patients through the Selasih Foundation and complimentary health screening in conjunction with Sulawesi’s Tribune Timur and the Riau Province Women Organisation Cooperation Council.

conclUsion

I would like to thank my fellow Directors, our Medical Consultants and all staff members of the Group for their commitment and dedication in building the Group to be a renowned healthcare player. Our appreciation is also dedicated to our partners, associates, bankers and investors without whose support we would not be and we look forward to a continued mutually beneficial relationship.

I welcome Dr. Chan Boon Kheng, Dr. Wong Chiang Yin, Dr. Lee G. Lam and Mr. Gary Ho who joined the Board on 12 January 2011. I also welcome Mr. Lim Poon Thoo who was appointed Group Chief Executive Officer in September 2010.

We shall continue in our journey to fulfill the responsibilities entrusted upon us by all our stakeholders.

professor emeritus dato’ dr. Khalid Tan sri abdul KadirChairman

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)

ANNUAL REPORT 20118

Directors’ Profile

proFessor eMeriTUs daTo’ dr. KHalid Bin aBdUl KadirAged 63, MalaysianIndependent Non-Executive Chairman

Professor Emeritus Dato’ Dr. Khalid Bin Abdul Kadir was appointed to the Board on 7 October 2004. He graduated with first-class honours in B.Med. Sc. (1973) and a first class honours in MBBS from Monash University, Australia in 1975 and PhD in 1982. He was awarded the FRACP (Australia) and FRCP’s from Edinburgh, Glasgow, Ireland, and London and the Honorary Fellowship of the American College of Physician in June 2008.

Professor Emeritus Dato’ Dr. Khalid started his career as a lecturer at Universiti Kebangsaan Malaysia (“UKM”) in 1982 and was subsequently promoted to Associate Professor in 1984. He became Head of Department of Medicine in 1985 and Dean of the Medical Faculty and Professor in 1990. In 1997, he was appointed as Director of the new Hospital Universiti Kebangsaan Malaysia (“HUKM”) with the task of building up HUKM. In September 2000, he resigned as Director of HUKM to concentrate on clinical medicine and research. Upon his retirement in 2004, he was awarded the title of Professor Emeritus of UKM. He is currently the Professor of Medicine, Tan Sri Jeffery Cheah School of Medicine, Monash University in Johor.

He was in the Malaysia Medical Council from 1986 to 2001, President of the Persatuan Diabetes Malaysia from 1985 to 1990, President of the Malaysia Endocrine Society from 1995 to 2001, Member of Council, International Diabetes Federation from 2001 to 2002 representing Western Pacific Region and Master of The Academy of Medicine of Malaysia from 2006 to 2008.

He is active in research and has published more than 290 papers in international and national peer reviewed journals. Professor Emeritus Dato’ Dr. Khalid Bin Abdul Kadir was conferred The National Science Award in 1997, The Asia Pacific Nutrition Award in 1996 and The Merdeka Award in 2008.

Professor Emeritus Dato’ Dr. Khalid Bin Abdul Kadir has no family relationship with any Director and/or major shareholder of the Company. He has no convictions of any offences within the past ten (10) years.

Professor Emeritus Dato’ Dr. Khalid Bin Abdul Kadir attended eight (8) out of nine (9) Board meetings of TMC Life Sciences Berhad held during the financial period ended 31 May 2011.

daTo’ dr. Tan Kee KWonGAged 64, MalaysianIndependent Non-Executive DirectorMember of Nominating CommitteeMember of Remuneration Committee

Dato’ Dr. Tan was appointed to the Board on 3 June 2005. Dato’ Dr. Tan graduated with an MBBS from the Faculty of Medicine, University of Malaya in 1973 and joined the Government service as a medical officer until 1977. Thereafter, he served as a medical officer with the British National Health Service until 1980. Dato’ Dr. Tan was a volunteer rural health officer in Southern Sudan, Africa from 1981 - 1983. In 1985, he commenced private medical general practice until 1999, when he was made a Deputy Minister in the Ministry of Land and Cooperative Development, a post he held until 2004. He had previously served as a Member of Parliament for Segambut, Kuala Lumpur from 1995 until 2008.

Dato’ Dr. Tan is currently the Chairman of the Board of Governors of Sekolah Menengah Laki-Laki Methodist, Sentul; Chairman of Pusat Bantuan Sentul, Chairman of the Management Committee of Wesley Methodist School and Chairman of the Board of Management of Methodist College Kuala Lumpur. He is also a Director of Malayan United Industries Berhad.

Dato’ Dr. Tan has no family relationship with any Director and/or major shareholder of the Company and has no convictions of any offences within the past ten (10) years.

Dato’ Dr. Tan attended all the Board meetings of TMC Life Sciences Berhad held during financial period ended 31 May 2011.

TM

C Life S

ciences Berhad

(624409-A)


Directors’ Profile (Cont’d)

Mr. Freddie panG HocK cHenGAged 56, Malaysian Non-Independent Non-Executive DirectorMember of Audit Committee

Mr. Freddie Pang Hock Cheng was appointed to the Board on 28 August 2008. He started his career with a predecessor firm of Messrs Ernst & Young where he worked for seven years until 1982. Thereafter, he joined the Corporate Advisory Department of Malaysian International Merchant Bankers Berhad and was actively involved in a wide variety of corporate exercises in an advisory capacity until his departure in 1990 to join Berjaya Group Berhad. Mr. Freddie Pang is a member of the Malaysian Institute of Certified Public Accountants and the Malaysian Institute of Accountants.

He also sits on the Boards of Berjaya Corporation Berhad and Berjaya Sports Toto Berhad, both public listed companies, as an Executive Director. He is also a Director of Berjaya Group Berhad, MOL.com Berhad, Berjaya Vacation Club Berhad, Informatics Education Ltd and the Chairman of Intan Utilities Berhad. He also holds directorships in several other private limited companies.

Mr. Freddie Pang has no family relationship with any Director and/or major shareholder of the Company and has no convictions of any offences within the past ten (10) years.

Mr. Freddie Pang attended all the Board meetings of TMC Life Sciences Berhad held in the financial year ended 31 May 2010.

dr. WonG cHianG Yin Aged 43, Singaporean Executive Director

Dr. Wong Chiang Yin was appointed to the Board of TMC Life Sciences Berhad on 12 January 2011. Dr. Wong‘s qualifications includes MBBS (Singapore), Masters of Medicine (Public Health) NUS, MBA (Finance) and he is also a Fellow, Academy of Medicine Singapore.

Dr. Wong had previously served as the Chief Operating Officer of the Singapore General Hospital for the period from April 2002 to March 2004 and Chief Operating Officer of Changi General Hospital for the period April 2004 to April 2008. He was appointed as Executive Director of Pantai Holdings Berhad in May 2008 and he was the interim Chief Executive Officer of Bright Vision Hospital for the period from March 2010 to December 2010. In 2010, he was also Senior Consultant in Agency for Integrated Care, Singapore and provided consultancy services to Parkway hospitals in Singapore.

He has no family relationship with any Director and/or major shareholder of the Company and has no convictions of any offences within the past ten years.

Dr. Wong attended all three (3) Board meetings held during the period from 12 January 2011 to 31 May 2011.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)

ANNUAL REPORT 201110


dr. cHan Boon KHenG Aged, 43 Singaporean Non-Independent Non-Executive DirectorChairman of Nominating Committee

Dr. Chan Boon Kheng was appointed to the Board on 12 January 2011.

He received his medical degree from the National University of Singapore and he obtained a Master of Business Administration (Honors) from the University of Chicago.

He was appointed as an Advisor and Interim Group Chief Executive Officer (CEO) of Pantai Holdings Berhad during 2007 - 2010. He also served as an Advisor to various healthcare companies in Malaysia and Mudabala Development Company based in Abu Dhabi and was the CEO and General Manager of East Shore Hospital in Singapore under Parkway Healthcare prior to joining Pantai Holdings Berhad.

Dr. Chan is currently the Chairman of Innoheart, a pre-clinical Contract Research organization based in Singapore. He is also currently a director of healthcare consultancy companies whose activities range from transition management, process improvement, performance management and commercializing bioscience and technology applications.

Dr. Chan has no family relationship with any Director and/or major shareholder of the Company and has no convictions of any offences within the past ten (10) years.

Dr. Chan attended all three (3) Board meetings of TMC Life Sciences Berhad during the period from 12 January 2011 to 31 May 2011.

dr. lee G. laM Aged 52, CanadianIndependent & Non-Executive DirectorChairman of Remuneration CommitteeMember of Nominating CommitteeMember of Audit Committee

Dr. Lam was appointed to the Board of Directors on 12 January 2011. He holds a Bachelor of Science in Mathematics and Sciences, a Master of Science in Systems Science, and a Master of Business Administration, all from the University of Ottawa in Canada, a post-graduate Diploma in Public Administration from Carleton University in Canada, a post-graduate Diploma in English and Hong Kong Law and an LLB (Hons) in law from Manchester Metropolitan University in the U.K., a LLM in law from the City University of Wolverhampton in the U.K., a PCLL in law from the City University of Hong Kong, a Certificate in Professional Accountancy from the Chinese University of Hong Kong SCS and a Doctor of Philosophy from the University of Hong Kong.

Dr. Lam has over 28 years of multinational general management, strategy consulting, corporate governance, investment banking, and direct investment experience. He is currently Chairman of Monte Jade Science and Technology Association of Hong Kong, and serves on board of several publicly-listed companies in the Asia Pacific region. Having served as a Part-time Member of the Central Policy Unit of the Government of Hong Kong Special Administrative Region for two terms, Dr. Lam is a Member of the Jilin Province Committee of the Chinese People’s Political Consultative Conference, a Member of the Hong Kong Institute of Bankers, a Member of the Young Presidents’ Organization, a Member of the Chief Executives Organization, a Fellow of the Hong Kong Institute of Directors, a Fellow of the Hong Kong Institute of Arbitrators, a Member of the General Committee and the Corporate Governance Committee of the Chamber of Hong Kong Listed Companies, a Vice President of the Hong Kong Real Estate Association, and a founding Board Member and the Honorary Treasurer of the Hong Kong-Vietnam Chamber of Commerce.

Dr. Lam has no family relationship with any Director and/or major shareholder of the Company and has no convictions of any offences within the past ten (10) years.

Dr. Lam attended two (2) out of three (3) Board meetings held during the period from 12 January 2011 to 31 May 2011.

TM

C Life S

ciences Berhad

(624409-A)



Mr. GarY Ho KUaT FoonGAged 56, AustralianIndependent & Non Executive DirectorChairman of Audit CommitteeMember of Remuneration Committee

Mr. Gary Ho Kuat Foong was appointed to the Board of TMC Life Sciences Berhad on 12 January 2011.

He was admitted as Certified Practising Accountant of the Australian Society of Certified Practising Accountants in July 1984 and Certified Public Accountant of the Institute of Certified Public Accountants of Singapore in June 2002

He was the Non-Executive Director of Asiamedic Ltd from January 1999 to March 2000 and was appointed as Executive Director and Chief Financial Officer of the same organization from March 2000 to November 2001. He had also served on the Board of Manchester United Food & Beverage (Asia) Pte. Ltd. between May 2002 to December 2002. Mr. Gary Ho is currently the Non-Executive Director of UPP Holdings Ltd, a position he holds since October 2006.

Mr. Gary Ho has no family relationship with any Director and/or major shareholder of the Company and has no convictions of any offences within the past ten (10) years.

Mr. Gary Ho attended all three (3) Board meetings during the period from 12 January 2011 to 31 May 2011.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


Profile of Group Chief Executive Officer

Mr. liM poon THoo, FrancisAged 57, MalaysianGroup Chief Executive Officer

Mr. Francis Lim Poon Thoo, aged 57, was appointed as the Group Chief Executive Officer of TMC Life Sciences Berhad in September 2010. He joined the TMC Life Sciences Group on 1 June 2010 as Chief Operating Officer of its 100% owned subsidiary, Tropicana Medical Centre (M) Sdn Bhd before assuming the position of the Group’s Hospital Division CEO on 1 July 2010.

Mr. Lim holds a Master Degree in Business Administration from the Southern California University for Professional Studies, USA. He started his career with Coopers and Lybrand (merged into PwC) as Audit Clerk in June 1975 before joining the Inland Revenue Department (IRD) in December 1975. His last position in the IRD was Investigation Examiner when he left to join Arthur Young (now merged into Ernst and Young) in March 1980. He left Arthur Young as Tax Manager in May 1984 to join the Lion Group. For the period 2002 to 2010, he was an Executive Director/Chief Executive Officer of Mahkota Medical Centre Sdn Bhd and continued to serve the Lion Group as a Group Director as well as Special Assistant to the Group Chairman and CEO. He was also the Managing Director of Parkson Holdings Berhad (formerly known as Amalgamated Containers Bhd). He also sat on the board of various companies in the Lion Group and Health Management International Limited, Singapore.

Mr. Lim owns 110,000 shares in the Company which he acquired prior to joining the Group. He currently does not hold any directorships in any public listed companies and has no family relationship with any director and/or major shareholder of the Group and has no conflict of interest with the Group or any of its subsidiaries. He has no convictions of any offences within the past ten (10) years.

TM

C Life S

ciences Berhad

(624409-A)


Corporate Directory

Tropicana Medical cenTre (M) sdn BHd

11, Jalan TeknologiTaman Sains Selangor 1PJU 5, Kota Damansara47810 Petaling JayaSelangor Darul Ehsan.Tel: +603 6287 1111Fax: +603 6287 1212www.tropicanamedicalcentre.com

Tropicana Medical cenTre (penanG) sdn BHd

12-A, Jalan Masjid Negeri11600 PenangTel: +604 829 9188Fax: +604 828 6118www.tmcpenang.com

TMc FerTiliTY cenTres

Headquarters:11, Jalan TeknologiTaman Sains Selangor 1PJU 5, Kota Damansara47810 Petaling JayaSelangor Darul Ehsan.Tel: +603 6287 1000Fax: +603 6287 1001

TMc Women’s specialist (Kuantan) sdn BhdB14-B16, Lorong Tun Ismail 8Taman Sri Dagangan 225000 KuantanPahang Darul MakmurTel: +609 517 3888Fax: +609 517 3188

TMc Fertility centre, Kepong8, Jalan PrimaMetro Prima, Kepong52100 Kuala LumpurTel: +603 6258 0000Fax: +603 6258 0000

TMc Fertility centre, Johor BahruUnit 18, Level 1 City Plaza21, Jalan Tebrau80300 Johor Bahru, JohorTel: +607 278 0088Fax: +607 278 0808

TMc Fertility centre, puchong5, Jalan Merbah 3Bandar Puchong Jaya47170 PuchongSelangor Darul EhsanTel: +603 8076 7111Fax: +603 8076 7111

TMc Fertility centre, penang12-A, Jalan Masjid Negeri 11600 PenangTel: +604 829 9188Fax: +604 828 6118

sTeMTecH inTernaTional sdn BHd

Block E & F, Lot 1, UM-PKNS Innotech ParkJalan Teknologi 3/4, Taman Sains Selangor 1Seksyen 3, Kota Damansara47810 Petaling JayaSelangor Darul EhsanTel: +603 6141 8881Fax: +603 6141 888224-hour Hotline: +016 205 7000www.stemtech-international.com

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


Corporate Governance Statement

The Board of Directors of TMC Life Sciences Berhad recognises the importance of safeguarding and promoting the interest of its stakeholders. The Board is committed to uphold high standards of corporate governance through transparency, accountability, integrity and corporate performance.

The Board is pleased to disclose below the manner in which it has applied the Principles and Best Practices set out in the Malaysian Code of Corporate Governance (“the Code”) and the extent to which it has complied with the Code.

(a) Board oF direcTors

The Company is helmed by an experienced Board comprising members of calibre and credibility with necessary skills, expertise and experience ranging from medical practitioners, to entrepreneurs and accountants. The Board has the overall responsibility for corporate governance, strategic direction, overseeing investments as well as leading and directing the Group’s business operations.

Composition of the Board

The Board comprises one (1) Independent Non-Executive Chairman, one (1) Executive Director, two (2) Non-Independent Non-Executive Directors and three (3) Independent Non-Executive Directors. This is in line with the requirements of Paragraph 15.02 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad that requires one-third (1/3) of the Board members to be independent directors.

The Executive Director has direct responsibilities for business operations whereas the Non-Executive Directors have a responsibility to bring independence and objective judgement to Board decisions.

The profile of the individual Directors are as set out on pages 8 to 11 of this Annual Report.

Board Meeting

The Board meetings are scheduled to be held regularly with sufficient notice being issued for meetings conducted in accordance to a structured agenda. The Board is supplied with information in a timely manner and appropriate quality to enable them to discharge their duties. The Board has a formal schedule of matters specifically reserved for the Board’s discussion and/ or approval. All issues and decisions made during the Board meetings are properly recorded and thereafter circulated to the Directors for comments before minutes of proceedings are finalised and confirmed. The Company Secretary organises and attends all Board meetings to ensure proper recording of the proceedings. Ad hoc meetings may be called as and when significant issues arise which requires the Board’s decision.

In exercising their duties, the Directors have direct access to the senior management executives. In addition, the Directors may seek advice of services of the Company Secretary to assist them in furtherance of their duties. Where necessary, the Board may engage Independent Advisors at the Group’s expense on specialised issues to enable them to discharge their duties proficiently.

The Board met nine (9) times during the financial period ended 31 May 2011 and the attendance of the Directors at the Board meetings is set out in the Directors’ Profile which appears on pages 8 to 11 of this Annual Report.

Directors’ Training

The Directors keep themselves abreast on the latest industry developments as well as new statutory and regulatory requirements by attending various training programmes, seminars and/ or conferences to enable them to discharge their duties effectively.

TM

C Life S

ciences Berhad

(624409-A)


Corporate Governance Statement (Cont’d)

During the financial period under review, the Directors have attended the following training programmes, seminars and/ or conferences:-

director datename of seminars/Training programmes attended

Professor Emeritus Dato’ Dr. Khalid bin Abdul Kadir

May 2010 Diabetes at the Malaysian Endocrine Metabolic Society Congress in Ipoh, Perak

June 2010 American Diabetes Association Congress in Orlando, USA.

August 2010 Inaugural Dr. Amir Abbas Lecture on “Medical Research Quo Vadis” of the 30th Anniversary of Faculty Of Medicine University Kebangsaan Malaysia.

October 2010 Epidemic Of Diabetes In Asia/ Malaysia at the International Congress of Diabetes/ NADI Symposium in Kuching, Sarawak.

October 2010 40th Anniversary Celebration of the Medical School Monash University Melbourne and Lecture on the Role of Stress Hormones in Diabetes in Melbourne, Australia.

Dato’ Dr. Tan Kee Kwong 27 May 2010 Demystifying Core Duties of Directors under the Law and Discharge of the Duties under the Listing Requirements.

Mr. Freddie Pang Hock Cheng 27 May 2010 Seminar on “Goods and Services Tax” by the Tax Review Panel of the Ministry of Finance.

8-11 November 2010 The 18th World Congress of Accountants 2010.

14 December 2010 Recent Changes to Financial Reporting Standards by Ernst & Young.

Dr. Wong Chiang Yin 23-24 February 2011 Mandatory Accreditation Programme (MAP) for Directors of Public Listed Companies.

Dr. Lee G. Lam 23-24 February 2011 MAP for Directors of Public Listed Companies.

Dr. Chan Boon Kheng 23-24 February 2011 MAP for Directors of Public Listed Companies.

Mr. Gary Ho Kuat Foong 23-24 March 2011 MAP for Directors of Public Listed Companies.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


Directors’ Appointment and Re-election

In accordance with the Company’s Articles of Association, at every Annual General Meeting, one-third (1/3) of the Directors are subject to retirement by rotation such that each Director shall retire from office once in every three (3) years or, if their number is not three (3) or a multiple of three (3), the number nearest to one third shall retire from office such that each Director shall retire from office once in every three (3) years and if there is only one (1) Director who is subject to retirement by rotation, he shall retire. All Directors who retire from office shall be eligible for re-election.

Further, pursuant to Section 129(6) of the Companies Act, 1965, Directors over the age of 70 are required to offer themselves for re-election at every Annual General Meeting.

Directors’ Remuneration

The aggregate remuneration of Directors for the financial period ended 31 May 2011 is as follows:- rM Executive 5,071,902 Non-Executive 282,642

The number of Directors who served during the financial period whose remuneration falls into the following bands:- number of directors range of remuneration executive non-executive

< RM100,000 0 9 RM100,001 – RM200,000 1 0 RM200,001 – RM500,000 1 0 RM500,001 – RM1,000,000 0 0 RM1,000,001 – RM2,000,000 1 0 RM2,000,001 – RM3,000,000 0 0 RM3,000,001 – RM4,000,000 1 0 Total: 4 9

(B) Board coMMiTTees

The Board has established the following committees:-

Audit Committee

The Audit Committee’s responsibilities include reviewing financial statements, related party transactions and the system of internal controls.

The detailed roles, functions and responsibilities are as set out in the Audit Committee Report on pages 19 to 22 of this

Annual Report.

Nominating Committee

The role of the Nominating Committee is to assist the Board to evaluate candidates for nomination to the Board and to assess the Board Members on an ongoing basis in terms of contribution, skills, experience and other qualities.

Remuneration Committee

The role of the Remuneration Committee is to recommend to the Board, the remuneration packages of Executive Directors and Senior Management personnel of the Group, in addition to any increment/incentive to be awarded.


TM

C Life S

ciences Berhad

(624409-A)


(c) sHareHolders

Relationship with Shareholders

The Board acknowledges the need for the Company’s shareholders and investors to be informed of all material business and corporate developments concerning the Group in a timely manner. Shareholders and investors are kept informed of financial performance, major corporate proposals and pertinent issues of the Group via announcements made through Bursa Malaysia Securities Berhad, financial results, Annual Reports and regular dialogues and meetings with both local and overseas institutional investors, fund managers, analysts, research houses and members of the press.

Annual General Meeting

The Annual General Meeting is the principal forum for dialogue and interaction with the shareholders and the shareholders are encouraged to raise any questions relating to the proposed resolutions as well as the Group’s business operations and affairs. The Board will ensure that each item of special business included in the notices of the general meetings is accompanied by a full explanation of the effects of any proposed resolution.

The Chairman and Board of Directors will respond to shareholders’ questions during the meeting. The External Auditors are also present to provide their professional and independent clarification, if required, on issues highlighted by the shareholders.

Corporate and financial information of the Group are also made available to the public through the Group’s website at www.tmclife.com.

(d) accoUnTaBiliTY & aUdiT

Financial Reporting

The Board is responsible for the quality and completeness of publicly disclosed financial reports. The Board with the assistance of the Audit Committee has to ensure that the financial statements are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia, that the appropriate accounting policies have been used, consistently applied and supported by reasonable judgments and estimates, and the financial reports present a balanced, clear and comprehensive assessment of the Group’s financial performance.

Relationship with the Auditors

The Company, through its Audit Committee has established a transparent and appropriate relationship with the Group’s auditors, both internal and external. It is the policy of the Audit Committee to meet the external auditors to discuss their audit plan, audit findings and financial statements. The Audit Committee also meets the external auditors without the presence of the Executive Members of the Board and Management at least twice a year.

Internal Control

The Board acknowledges its overall responsibility for maintaining an internal control system that provides reasonable assurance of effective and efficient operations, compliance with laws and regulations as well as internal procedures and guidelines. The system, by its nature, can only provide reasonable but not absolute assurance against risk of material errors, fraud or loss.

The Statement of Internal Control of the Company is set out on page 23 of this Annual Report.


TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


(e) responsiBiliTY sTaTeMenT BY direcTors

The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and Company and of the results and cash flow of the Group and the Company for the financial year then ended.

In preparing the financial statements, the Directors have:-

i) adopted the appropriate accounting policies and applied them consistently;

ii) made judgments and estimates that are reasonable and prudent;

iii) ensure applicable approved accounting standards have been followed, and any material departures have been disclosed and explained in the financial statements; and

iv) ensure the financial statements have been prepared on a going concern basis.

The Directors have the responsibility to ensure that the Group and the Company keeps proper accounting records, which disclose with reasonable accuracy the financial position of the Group and the Company, and which will enable them to ensure the financial statements have complied with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia.

The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and the Company to prevent and detect fraud and other irregularities.

(F) sTaTeMenT on MaTerial conTracTs inVolVinG direcTors’ inTeresT

There were no material contracts involving the Directors’ interest during the financial period ended 31 May 2011.

(G) coMpliance WiTH THe code

The Board is satisfied that during the financial period, the Company has complied with the best practices of this Code.


TM

C Life S

ciences Berhad

(624409-A)


Audit Committee Report

The Audit Committee of TMC Life Sciences Berhad is pleased to present the Audit Committee Report for the financial period ended 31 May 2011.

1. MeMBers and aTTendance

There were eight (8) Audit Committee Meetings held during the financial period ended 31 May 2011. The Audit Committee comprises the following members and details of attendance of each member at the Audit Committee Meeting held during the financial period were as follows:-

Members of the audit committee Total Meeting attended Dato’ Dr. Tan Kee Kwong – Chairman (Independent Non-Executive Director) (Resigned as Chairman of the Audit Committee on 12 January 2011) 5/5 Mr. Freddie Pang Hock Cheng – Member (Non-Independent Non-Executive Director) 8/8 Dr. Yap Teck Long – Member (Independent Non-Executive Director) (Resigned as Director of TMC Life Sciences Berhad on 12 January 2011) 5/5 Mr. Gary Ho Kuat Foong (Independent Non-Executive Director) (Appointed as Chairman of the Audit Committee on 12 January 2011) 3/3 Dr. Lee G. Lam (Independent Non-Executive Director) (Appointed as Member of the Audit Committee on 12 January 2011) 3/3

2. TerMs oF reFerence

2.1 Primary Purposes

The primary purposes of the Audit Committee are to:-

(1) provide assistance to the Board in fulfilling its fiduciary responsibilities relating to the corporate accounting and practices for the Company and all its wholly and majority owned subsidiaries (“Group”).

(2) improve the Group’s business efficiency, the quality of the accounting function, the system of internal controls and audit function and strengthen the confidence of the public in the Group’s reported results.

(3) maintain through regularly scheduled meetings, a direct line of communication between the Board of Directors and the external auditors as well as the internal auditors.

(4) enhance the independence of both the external and internal auditors function through active participation in the audit process.

(5) strengthen the role of the Independent Directors by giving them a greater depth of knowledge as to the operations of the Group and the Company through their participation in the Committee.

(6) act upon the Board of Directors’ request to investigate and report on any issues or concerns in regard to the management of the Group.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


Audit Committee Report (Cont’d)

2.2 Composition

The Audit Committee shall be appointed by the Board of Directors from amongst themselves which fulfils the following requirements:-

(1) The Audit Committee shall comprise no fewer than three (3) members;

(2) A majority of the Audit Committee must be Independent Directors;

(3) The Chairman of the Audit Committee shall be an Independent Director; and

(4) The Chief Executive Officer or any Alternate Director shall not be a member of the Audit Committee.

2.3 Retirement and Resignation

In the event of any vacancy in the Audit Committee, the Company shall fill in the vacancy not later than three (3) months.

2.4 Rights & Authority

The Audit Committee shall in accordance with the procedure determined by the Board of Directors and at the cost of the Company:-

(a) have explicit authority to investigate any matter within its terms of reference;

(b) have the resources which are required to perform its duties;

(c) have full and unrestricted access to any information pertaining to the Company which it requires in the course of performing its duties;

(d) have unrestricted access to the Chief Executive Officer and the Chief Financial Officer;

(e) have direct communication channels with the external auditors and person(s) carrying out the internal audit function;

(f) be able to obtain independent/external professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and

(g) be able to convene meetings with the external auditors without the attendance of the executive members of the Board at least twice a year.

2.5 Functions & Duties

The functions and duties of Audit Committee shall include the following:-

(1) To review the following and report the same to the Board of Directors:-

(a) with the external auditors, the audit plan; (b) with the external auditors, his evaluation of the system of internal controls; (c) with the external auditors, his audit report; (d) the assistance given by the employees of the Company to the external auditors; (e) the adequacy of the scope, functions, competency and resources of the internal audit functions and

that it has the necessary authority to carry out its work;

TM

C Life S

ciences Berhad

(624409-A)


(f) the internal audit programme, processes, the results of the internal audit functions and that it has the necessary authority to carry out its work;

(g) the quarterly results and year end financial statements, prior to the approval by the Board of Directors,

focusing particularly on:-

(i) changes in or implementation of major accounting policy changes;

(ii) significant and unusual events; and

(iii) compliance with accounting standards and other legal requirements; (h) any related party transaction and conflict of interest situation that may arise within the Group

or Company including any transaction, procedure or course of conduct that raises questions of management integrity;

(i) any letter of resignation from the external auditors of the Company; and (j) whether there is reason (supported by grounds) to believe that the Group’s external auditors is not

suitable for re-appointment; and

(2) To recommend the nomination of a person or persons as external auditors.

(3) To consider the appointment of the external auditors, the audit fee and any questions of resignation or dismissal and on whether there is reason (supported by grounds) to believe that the Company’s external auditors is not suitable for re-appointment.

(4) To carry out any other function that may be mutually agreed upon by the Committee and the Board which would be beneficial to the Company and ensure the effective discharge of the Committee’s duties and responsibilities.

(5) To report to the Board of Directors the Committee’s actions with such recommendations as the Committee deemed appropriate.

(6) To report to the Bursa Malaysia Securities Berhad on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad.

2.6 Meetings

(1) The Committee shall meet at least four (4) times in a year or more frequently as circumstances required with due notice of issues to be discussed and shall record its conclusions in discharging its duties and responsibilities.

(2) The quorum of the meeting is a minimum of two (2) independent members and the majority of the members present must be independent members.

(3) Upon the request of any member of the Committee, the external auditors or the internal auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider matters which should be brought to the attention of the directors or shareholders.

(4) The external auditors and internal auditors have the right to appear and be heard at any meeting of the Committee and shall appear before the Committee when required to do so by the Committee.

(5) The Committee may invite any Board member or any member of Management or any employee of the Company who the Committee thinks fit to attend its meetings to assist and to provide pertinent information as necessary.

(6) The Company must ensure that other Directors and employees attend any particular Audit Committee meeting only at the Audit Committee’s invitation, specific to the relevant meeting.


TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


2.7 Procedures of Audit Committee

The Audit Committee may regulate its own procedures, in particular:-

(a) the calling of meetings;

(b) the notice to be given of such meetings;

(c) the voting and proceedings of such meetings;

(d) the keeping of minutes; and

(e) the custody, production and inspection of such minutes.

2.8 Secretary

The Company Secretary or other appropriate senior official shall be the Secretary to the Audit Committee.

3. sUMMarY oF THe acTiViTies oF THe aUdiT coMMiTTee

The main activities carried out by the Audit Committee during the financial period included the following:-

i) Reviewed the External Auditors’ scope of work and their audit plan.

ii) Reviewed with the External Auditors, the results of their audit, the audit report and internal control recommendations in respect of improvements in internal control procedures noted in the course of their audit.

iii) Reviewed the Audit Planning Memorandum on both the audit strategy and audit approach and reviewed the adequacy of existing external audit arrangements, with emphasis on the scope and quality of the audit.

iv) Reviewed the annual report and the audited financial statements of the Group and the Company prior to submission to the Board for their consideration and approval.

v) Reviewed the quarterly unaudited financial statements and its explanatory notes thereon for recommendation to the Board for approval.

vi) Reviewed the Company’s compliance with the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad and the applicable approved accounting standards issued by Malaysian Accounting Standards Board.

vii) Reviewed with the Internal Auditors the Internal Audit Plan, their review and findings and the Management’s response and actions taken.

viii) Reviewed the related party transactions and to ensure that they are not more favourable to the related parties than those generally available to the public and complies with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

4. inTernal aUdiT FUncTion

The Group‘s internal audit function is outsourced to a professional services firm, which was tasked with the aim of assisting the Committee to discharge its duties and responsibilities. The cost incurred in relation to the internal audit function during the financial period ended 31 May 2011 was RM63,750.

The Statement on Internal Control can be found on page 23 of the Annual Report, and this provides an overview of the state of internal controls within the Group.


TM

C Life S

ciences Berhad

(624409-A)


Statement Of Internal Control

Paragraph 15.26 (b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) requires the Board of Directors of public listed companies to include in the Annual Report a “statement about the state of internal control of the listed issuer as a group”. The Board is committed to maintaining a sound system of internal control in the Group and is pleased to provide the following statement which outlines the nature and scope of the system of internal control of the Group operational during the financial period.

The Board acknowledges the importance of maintaining a sound system of internal control to safeguard the shareholders’ investment and the Group’s assets. Accordingly, the Board affirms its overall responsibility for the Group’s system of internal control and for reviewing its effectiveness, adequacy and integrity. The Group’s existing system of internal control includes management, financial, operational and compliance controls.

The system is designed to manage the principal risks attributed to the Group’s operations and due to the limitations that are inherent in any system of internal control, the Board is cognizance that the system can only provide reasonable but not absolute assurances against material loss, misstatement or unauthorized use rather than to eliminate risk of failure to achieve business objectives.

The key elements of the Group’s Internal Control System are as follows:-

i. the Group has in place an established organization structure with clearly defined lines of key responsibilities and appropriate levels of delegation and authority.

ii. the Group has in place internal procedures covering significant areas of operations, such as purchasing of assets required for the operations of the Group, recruitment and selection of employees, training and development of employees and has a clear definition of authorization procedures for purchasing, payment and capital expenditures.

iii. regular management meetings are held to review and monitor the business developments, to discuss and resolve operational and management issues and to review the financial performance against the business plans.

iv. the Audit Committee reviews the quarterly financial reports and annual financial statements and reports to the Board on its review and findings thereof to ensure effectiveness of the internal financial control environment of the Group.

v. significant corporate matters and its status discussed at the management meetings are brought to the Board meetings for further deliberation and review by the Board members.

vi. the Board, the Audit Committee and Management monitor the effectiveness of the Group’s internal control system. The Group has outsourced its internal audit function to an independent internal audit service provider to review the adequacy and integrity of the internal control systems of the business units. The outsourced internal auditors review the audit areas based on the approved internal audit plan which will cover major operating subsidiaries. The internal audit focuses on regular and systematic reviews of the systems of financial and operational control in anticipating potential risk exposures over key business processes and proper conduct of the business of the Group. The reports from the internal audits undertaken are presented to the Audit Committee at its regular meeting for review, discussion, and actions to be taken on matters pertaining to the reports, which among other matters, include findings relating to the adequacy and integrity of the internal control system of the Group. The operational management is responsible for ensuring recommended corrective actions on reported weaknesses were taken within the required time frame. Periodic follow-up audits are conducted to assess the status of implementation thereof by operational management.

During the financial period under review, some internal control weaknesses were identified and have been or are being addressed by the Management.

The major weaknesses noted were due to the migration of the Hospital Information System (“HIS”) at Tropicana Medical Centre in Kota Damansara. The migration in August 2010 gave rise to some technical and operational issues which needed debugging. The process was increasingly challenging with the high turnover in manpower in the Finance Department since the implementation of the HIS. The Management has since ensured that most of the significant issues of bugs have been resolved and the integrity of the HIS is restored.

None of the weaknesses has resulted in any material loss that would require disclosure in the Group’s financial statements. The existing system of internal control had continued to serve the Group well. However, in line with the Board’s commitment towards operating a sound system of internal control and the strive for continuous improvement to further enhance the Group’s system of internal control; the Board has recognized that the HIS must be continuously evolved to support the type of business and size of operations of the Group and is taking appropriate action plans to improve the current internal control system.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


UTilisaTion oF proceeds

No proceeds were raised by the Company from any corporate proposal for the financial period from 1 January 2010 to 31 May 2011.

sHare BUYBacKs

There were no share buybacks urdertaken by the Company during the financial period ended 31 May 2011.

eXercise oF opTions, WarranTs or conVerTiBle secUriTies

There were no exercises of options, warrants or convertible securities during the financial period under review.

iMposiTions oF sancTions and/or penalTies

There were no sanctions and/or penalties imposed by the regulatory bodies on the Company and its subsidiaries, Directors or Management during the financial period under review.

proFiT esTiMaTe, ForecasT or proJecTion

The Company did not release any profit estimate, forecast or projection for the financial period. There was no material variance between the results for the financial period ended 31 May 2011 and the unaudited results previously released by the Company.

proFiT GUaranTee

There was no profit guarantee given by the Company during the financial period.

MaTerial conTracT inVolVinG direcTors’ and MaJor sHareHolders’ inTeresT

There were no material contracts entered into by the Company and its subsidiary companies, involving Directors’ and major shareholders’ interests, either still subsisting at the end of the financial period or, if not then subsisting, entered into since the end of the previous financial year.

Additional Information

Directors’ Report 26

Statement by Directors 30

Statutory Declaration 30

Independent Auditors’ Report 31

Statements of Financial Position 33

Statements of Comprehensive Income 35

Statements of Changes in Equity 37

Statements of Cash Flows 38

Notes to the Financial Statements 40

FinancialStatements

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial period from 1 January 2010 to 31 May 2011.

principal acTiViTies

The Company is principally engaged in the business of investment holding whilst the principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial period.

cHanGe oF Financial Year end

The financial year end of the Company and all its subsidiaries was changed from 31 December to 31 May. Accordingly, the financial statements of the Group and of the Company for the financial period ended 31 May 2011 cover a 17-month period compared to the 12-month period ended 31 December 2009.

resUlTs THe GroUp THe coMpanY rM rMLoss after taxation for the financial period attributable to: Owners of the Company (35,014,130) (5,965,063)Minority interests (114,028) – (35,128,158) (5,965,063)

diVidends

A single-tier final dividend of 0.3 sen per ordinary share amounting to RM1,805,339 for the financial year ended 31 December 2009 was approved by the shareholders at the Annual General Meeting held on 18 June 2010 and paid on 28 July 2010.

The directors do not recommend the payment of any final dividend for the current financial period.

reserVes and proVisions

All material transfers to or from reserves or provisions during the financial period are disclosed in the financial statements.

issUes oF sHares and deBenTUres

During the financial period,

(a) there were no changes in the authorised and issued and paid-up share capital of the Company; and

(b) there were no issues of debentures by the Company.

opTions GranTed oVer UnissUed sHares

During the financial period, no options were granted by the Company to any person to take up any unissued shares in the Company.

Directors’ Report

TM

C Life S

ciences Berhad

(624409-A)


Bad and doUBTFUl deBTs

Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfied themselves that there are no known bad debts and that adequate allowance had been made for impairment losses on receivables.

At the date of this report, the directors are not aware of any circumstances that would require the writing off of bad debts, or the additional allowance for impairment losses on receivables in the financial statements of the Group and of the Company.

cUrrenT asseTs

Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their values as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading.

ValUaTion MeTHods

At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

conTinGenT and oTHer liaBiliTies

The contingent liability is disclosed in Note 41 to the financial statements. At the date of this report, there does not exist:-

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

(ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial period.

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

cHanGe oF circUMsTances

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

iTeMs oF an UnUsUal naTUre

Other than the write-offs of intangible assets and property, plant and equipment, impairment loss on goodwill on consolidation and allowance for impairment losses on receivables as disclosed in Note 31 in the financial statements, the results of the operations of the Group and of the Company during the financial period were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature.

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

Directors’ Report (Cont’d)

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



direcTors

The directors who served since the date of the last report are as follows:-

PROFESSOR DATO’ DR. KHALID BIN ABDUL KADIRDATO’ DR. TAN KEE KWONG FREDDIE PANG HOCK CHENGDR. WONG CHIANG YIN (APPOINTED ON 12 JANUARY 2011)DR. CHAN BOON KHENG (APPOINTED ON 12 JANUARY 2011)DR. LEE G. LAM (APPOINTED ON 12 JANUARY 2011)GARY HO KUAT FOONG (APPOINTED ON 12 JANUARY 2011)DATO’ DR. LEE SOON SOO (RESIGNED ON 31 AUGUST 2010)SIEW BOON YEONG (RESIGNED ON 30 NOVEMBER 2010)DR. YAP TECK LONG (RESIGNED ON 12 JANUARY 2011)WENDDI-ANNE CHONG WAI YENG (RESIGNED ON 30 SEPTEMBER 2010)DATO’ ROBIN TAN YEONG CHING (RESIGNED ON 30 SEPTEMBER 2010)YEOH CHENG LEE (ALTERNATE DIRECTOR OF DATO’ ROBIN TAN YEONG CHING) (RESIGNED ON 12 JANUARY 2011)

direcTors’ inTeresTs

According to the register of directors’ shareholdings, the interests of directors holding office at the end of the financial period in shares in the Company during the financial period are as follows:-

nUMBer oF ordinarY sHares oF rM0.10 eacH aT aT 1.1.2010 BoUGHT sold 31.5.2011

THE COMPANY DIRECT INTERESTS: PROFESSOR DATO’ DR. KHALID BIN ABDUL KADIR 3,300,500 – (2,750,000) 550,500FREDDIE PANG HOCK CHENG 66,350 – – 66,350 DEEMED INTEREST: PROFESSOR DATO’ DR. KHALID BIN ABDUL KADIR 975,000 – (100,000) 875,000

The other directors holding office at the end of the financial period had no interests in shares in the Company or its related corporations during the financial period.

direcTors’ BeneFiTs

Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary course of business with companies in which certain director had substantial financial interests as disclosed in Note 38 to the financial statements.

Neither during nor at the end of the financial period, was the Company a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

TM

C Life S

ciences Berhad

(624409-A)


siGniFicanT eVenTs dUrinG THe Financial period

The significant events during the financial period are disclosed in Note 44 to the financial statements.

aUdiTors

The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office.

siGned in accordance WiTH a resolUTion oF THe direcTors daTed 12 aUGUsT 2011

dato’ dr. Tan Kee Kwong

dr. Wong chiang Yin


TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


STATEMENT BY DIRECTORS

STATUTORY DECLARATION

We, Dato’ Dr. Tan Kee Kwong and Dr. Wong Chiang Yin, being two of the directors of TMC Life Sciences Berhad, state that, in the opinion of the directors, the financial statements set out on pages 33 to 82 are drawn up in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 May 2011 and of their results and cash flows for the financial period ended on that date.

The supplementary information set out in Note 46, which is not part of the financial statements, is prepared in all material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

siGned in accordance WiTH a resolUTion oF THe direcTors daTed 12 aUGUsT 2011

dato’ dr. Tan Kee Kwong dr. Wong chiang Yin

I, Dr. Wong Chiang Yin, Passport No. E0668246B, being the director primarily responsible for the financial management of TMC Life Sciences Berhad, do solemnly and sincerely declare that the financial statements set out on pages 33 to 82 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared byDr. Wong Chiang Yin, Passport No. E0668246B,at Petaling Jayaon this 12 August 2011

dr. Wong chiang YinBefore me

soong Foong chee (no. B 158)Commissioner for Oaths

TM

C Life S

ciences Berhad

(624409-A)


INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF TMC LIFE SCIENCES BERHAD (Incorporated in Malaysia)

reporT on THe Financial sTaTeMenTs

We have audited the financial statements of TMC Life Sciences Berhad, which comprise the statements of financial position as at 31 May 2011 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial period then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 33 to 82.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

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

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

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 May 2011 and of their financial performance and cash flows for the financial period then ended.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 3(B) to the financial statements which discloses the premise upon which the Group and the Company have prepared their financial statements by applying the going concern assumption, not withstanding that the Group and the Company incurred a net loss of RM35,128,158 and RM5,965,063, respectively during the financial period ended 31 May 2011, thereby indicating the existence of a material uncertainty which may cast significant doubt about the Group and the Company’s ability to continue as a going concern.

reporT on oTHer leGal and reGUlaTorY reQUireMenTs

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

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

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 5 to the financial statements.

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

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

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF TMC LIFE SCIENCES BERHAD (Cont’d) (Incorporated in Malaysia)

The supplementary information set out in Note 46 on page 83 to the financial statements is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

oTHer MaTTers

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

crowe Horwath lee Kok Wai Firm No: AF 1018 Approval No: 2760/06/12 (J)Chartered Accountants Chartered Accountant

12 August 2011

Kuala Lumpur

TM

C Life S

ciences Berhad

(624409-A)


THe GroUp THe coMpanY restated restated restated 31.5.2011 31.12.2009 1.1.2009 31.5.2011 31.12.2009 noTe rM rM rM rM rM asseTs

NON–CURRENT ASSETS Investments in subsidiaries 5 – – – 76,948,908 81,793,420Investment in an associate 6 – 216,121 – – 215,385Other investment 7 – – – – –Property, plant and equipment 8 129,956,967 135,213,059 97,525,735 – –Prepaid lease payments 9 – – – – –Intangible assets 10 – 12,528,472 11,977,949 – –Goodwill on consolidation 11 – 3,331,190 3,331,190 – – Long-term trade receivables 12 – 1,472,251 – – – 129,956,967 152,761,093 112,834,874 76,948,908 82,008,805 CURRENT ASSETS Inventories 13 2,791,835 3,627,209 1,715,190 – –Trade receivables 12 7,728,198 4,314,977 2,968,009 – –Other receivables, deposits and prepayments 14 1,195,430 2,186,283 25,587,259 55,915 3,500 Short-term investments 15 – 2,510,682 11,969 – –Tax refundable 1,886,679 2,517,119 2,001,925 314,677 220,298 Deposits with a licensed bank 16 415,238 337,883 331,479 – –Cash and bank balances 1,833,341 4,925,968 24,136,878 12,359 671,906 15,850,721 20,420,121 56,752,709 382,951 895,704 TOTAL ASSETS 145,807,688 173,181,214 169,587,583 77,331,859 82,904,509

STATEMENTS OF FINANCIAL POSITION AT 31 MAY 2011

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


STATEMENTS OF FINANCIAL POSITION (Cont’d)AT 31 MAY 2011

THe GroUp THe coMpanY restated restated restated 31.5.2011 31.12.2009 1.1.2009 31.5.2011 31.12.2009 noTe rM rM rM rM rM

EQUITY AND LIABILITIES

EQUITY Share capital 17 60,177,975 60,177,975 60,177,975 60,177,975 60,177,975Share premium 18 21,751,724 21,751,724 21,751,724 21,751,724 21,751,724Foreign exchange translation reserve 19 6,958 (3,217) (23,462) – –(Accumulated losses)/Retained profits (15,894,976) 20,924,493 32,103,833 (7,049,848) 720,554 66,041,681 102,850,975 114,010,070 74,879,851 82,650,253Minority interests – 114,028 7,656 – – TOTAL EQUITY 66,041,681 102,965,003 114,017,726 74,879,851 82,650,253

NON-CURRENT LIABILITIES Long-term borrowings 20 38,817,583 40,731,947 27,700,213 – –Deferred taxation 21 2,938,502 3,229,167 3,324,588 – – 41,756,085 43,961,114 31,024,801 – – CURRENT LIABILITIES Trade payables 22 13,057,778 5,412,385 3,344,550 – –Other payables and accruals 23 13,562,159 10,380,197 15,639,024 2,352,008 254,256Amount owing to a subsidiary 24 – – – 100,000 –Short-term borrowings 25 7,318,630 7,791,167 2,299,787 – –Provision for taxation 13,243 58 95,514 – –Bank overdraft 26 4,058,112 2,671,290 3,166,181 – – 38,009,922 26,255,097 24,545,056 2,452,008 254,256 TOTAL LIABILITIES 79,766,007 70,216,211 55,569,857 2,452,008 254,256 TOTAL EQUITY AND LIABILITIES 145,807,688 173,181,214 169,587,583 77,331,859 82,904,509 NET ASSETS PER ORDINARY SHARE (RM) 29 0.11 0.17 0.19

TM

C Life S

ciences Berhad

(624409-A)


STATEMENTS OF COMPREHENSIVE INCOME FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2010 TO 31 MAY 2011

THe GroUp THe coMpanY 1.1.2010 1.1.2009 1.1. 2010 1.1.2009 to to to to 31.5.2011 31.12.2009 31.5.2011 31.12.2009 noTe rM rM rM rM REVENUE 30 78,642,968 47,206,122 2,360,000 4,180,000 COST OF SALES (33,365,507) (23,972,806) – – GROSS PROFIT 45,277,461 23,233,316 2,360,000 4,180,000 OTHER INCOME 3,506,815 1,146,806 167 13,999 48,784,276 24,380,122 2,360,167 4,193,999 ADMINISTRATIVE EXPENSES (60,400,349) (26,443,268) (878,348) (692,119) SELLING AND DISTRIBUTION EXPENSES (1,262,194) (517,851) – (12,826) OTHER EXPENSES (18,877,868) (4,371,869) (7,034,445) (900,000) FINANCE COSTS (3,791,868) (1,845,865) – – SHARE OF (LOSS)/PROFIT IN AN ASSOCIATE (29,724) 736 – – (LOSS)/PROFIT BEFORE TAXATION 31 (35,577,727) (8,797,995) (5,552,626) 2,589,054 INCOME TAX EXPENSE 32 449,569 52,328 (412,437) (966,206) (LOSS)/PROFIT AFTER TAXATION (35,128,158) (8,745,667) (5,965,063) 1,622,848

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


STATEMENTS OF COMPREHENSIVE INCOME (Cont’d)

FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2010 TO 31 MAY 2011

THe GroUp THe coMpanY 1.1.2010 1.1.2009 1.1. 2010 1.1.2009 to to to to 31.5.2011 31.12.2009 31.5.2011 31.12.2009 noTe rM rM rM rM

OTHER COMPREHENSIVE INCOME, NET OF TAX - Foreign currency translation - Owners of the Company 10,175 20,245 – – 10,175 20,245 – – TOTAL COMPREHENSIVE (EXPENSES)/INCOME FOR THE FINANCIAL PERIOD/YEAR (35,117,983) (8,725,422) (5,965,063) 1,622,848

(LOSS)/PROFIT AFTER TAXATION ATTRIBUTABLE TO:- Owners of the Company (35,014,130) (8,803,159) (5,965,063) 1,622,848 Minority interests (114,028) 57,492 – – (35,128,158) (8,745,667) (5,965,063) 1,622,848 TOTAL COMPREHENSIVE (EXPENSES)/INCOME ATTRIBUTABLE TO:- Owners of the Company (35,003,955) (8,782,914) (5,965,063) 1,622,848 Minority interests (114,028) 57,492 – – (35,117,983) (8,725,422) (5,965,063) 1,622,848 LOSS PER SHARE (Sen) 33 Basic (5.82) (1.47)

Diluted N/A N/A

TM

C Life S

ciences Berhad

(624409-A)


ForeiGn (accUMUlaTed eXcHanGe losses)/ sHare sHare TranslaTion reTained MinoriTY ToTal noTe capiTal preMiUM reserVe proFiTs ToTal inTeresTs eQUiTYTHe GroUp rM rM rM rM rM rM rM

Balance at 1.1.2009 60,177,975 21,751,724 (23,462) 32,103,833 114,010,070 7,656 114,017,726

Total comprehensive income/(expenses) for the financial year – – 20,245 (8,803,159) (8,782,914) 57,492 (8,725,422)Issuance of subsidiary’s ordinary shares – – – – – 48,880 48,880Dividend 34 – – – (1,805,339) (1,805,339) – (1,805,339) Balance at 31.12.2009/ 1.1.2010 - as previously stated 60,177,975 21,751,724 (3,217) 21,495,335 103,421,817 114,028 103,535,845- effect of adopting FRS 139 3(a)(iii) – – – (570,842) (570,842) – (570,842) - as restated 60,177,975 21,751,724 (3,217) 20,924,493 102,850,975 114,028 102,965,003 Total comprehensive income/(expenses) for the financial period – – 10,175 (35,014,130) (35,003,955) (114,028) (35,117,983)Dividend 34 – – – (1,805,339) (1,805,339) – (1,805,339) Balance at 31.5.2011 60,177,975 21,751,724 6,958 (15,894,976) 66,041,681 – 66,041,681

(accUMUlaTed

losses)/ sHare sHare reTained noTe capiTal preMiUM proFiTs ToTalTHe coMpanY rM rM rM rM

Balance at 1.1.2009 60,177,975 21,751,724 903,045 82,832,744Total comprehensive income for the financial year – – 1,622,848 1,622,848Dividend 34 – – (1,805,339) (1,805,339)

Balance at 31.12.2009/1.1.2010 60,177,975 21,751,724 720,554 82,650,253Total comprehensive expenses for the financial period – – (5,965,063) (5,965,063)Dividend 34 – – (1,805,339) (1,805,339)

Balance at 31.5.2011 60,177,975 21,751,724 (7,049,848) 74,879,851

STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL PERIOD FROM 1 JANUARY 2010 TO 31 MAY 2011

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


STATEMENTS OF CASH FLOWSFOR THE FINANCIAL PERIOD FROM 1 JANUARY 2010 TO 31 MAY 2011

THe GroUp THe coMpanY 1.1.2010 1.1.2009 1.1. 2010 1.1.2009 to to to to 31.5.2011 31.12.2009 31.5.2011 31.12.2009 noTe rM rM rM rM

casH FloWs FroM/(For) operaTinG acTiViTies (Loss)/Profit before taxation (35,577,727) (8,797,995) (5,552,626) 2,589,054 Adjustments for:- Allowance for impairment losses on receivables 4,724,153 1,226,623 848,229 –Amortisation of intangible assets 632,089 483,354 – –Depreciation of property, plant and equipment 11,092,516 7,096,289 – –Impairment loss on investment in subsidiaries – – 5,820,831 900,000Impairment loss on other investment 336,397 – 365,385 –Impairment loss on goodwill on consolidation 5,421,191 – – –Interest expenses 3,722,768 1,744,741 – –Inventories written off 566,797 – – –Unrealised loss on foreign exchange 80,449 2,524 – –Loss/(Gain) on disposal of property, plant and equipment 71,424 (172,968) – –Write-off of intangible assets 12,014,854 – – – Write-off of property, plant & equipment 1,115,444 – – – Dividend income – – (2,360,000) (4,180,000)Interest income (626,134) (151,638) (167) (13,925)Share of loss/(profit) in an associate 29,724 (736) – –

Operating profit/(loss) before working capital changes 3,603,945 1,430,194 (878,348) (704,871)Decrease/(Increase) in inventories 268,577 (1,912,019) – –(Increase)/Decrease in trade and other receivables (5,674,270) 18,784,292 (52,415) (2,000)Increase/(Decrease) in trade and other payables 10,782,995 (3,193,516) 2,097,752 (556,655) CASH FLOWS FROM/(FOR) OPERATIONS 8,981,247 15,108,951 1,166,989 (1,263,526) Income tax refund/(paid) 766,440 (653,743) 83,184 (8,500)Interest paid (3,722,768) (1,744,741) – – NET CASH FROM/(FOR) OPERATING ACTIVITIES/ BALANCE CARRIED FORWARD 6,024,919 12,710,467 1,250,173 (1,272,026)

TM

C Life S

ciences Berhad

(624409-A)


THe GroUp THe coMpanY 1.1.2010 1.1.2009 1.1. 2010 1.1.2009 to to to to 31.5.2011 31.12.2009 31.5.2011 31.12.2009 noTe rM rM rM rM BALANCE BROUGHT FORWARD 6,024,919 12,710,467 1,250,173 (1,272,026) CASH FLOWS FOR INVESTING ACTIVITIES Net changes in related company balances – – (69,725) (20,236,055)Dividend received – – 1,770,000 3,135,000Purchase of property, plant and equipment 35 (7,293,956) (44,344,123) – –Nursing and embryologists sponsorships incurred, net of receipts (168,561) (1,033,877) – –Issuance of subsidiary’s ordinary shares – 48,880 – –Acquisition of shares from minority interests (2,090,001) – (2,090,001) –Withdrawal of short term investments 2,510,682 – – –Proceeds from disposal of property, plant and equipment 495,650 335,300 – –Other investment purchased (150,000) (2,498,713) (150,000) –Investment in an associate – (215,385) – (215,385)Additional investment in subsidiaries – – (299,998) –Disposal of subsidiary – – 735,176 –Interest received 626,134 151,638 167 13,925 NET CASH FOR INVESTING ACTIVITIES (6,070,052) (47,556,280) (104,381) (17,302,515) CASH FLOWS (FOR)/FROM FINANCING ACTIVITIES Drawdown of term loan 7,825,000 23,000,000 – –Repayment of term loan (9,860,231) (5,002,599) – –Dividend paid (1,805,339) (1,805,339) (1,805,339) (1,805,339)Repayment of hire purchase (529,520) (74,287) – – NET CASH (FOR)/FROM FINANCING ACTIVITIES (4,370,090) 16,117,775 (1,805,339) (1,805,339) NET DECREASE IN CASH AND CASH EQUIVALENTS (4,415,223) (18,728,038) (659,547) (20,379,880) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL PERIOD/YEAR 2,592,561 21,302,176 671,906 21,051,786 EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND BANK BALANCES 13,129 18,423 – – CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL PERIOD/YEAR 36 (1,809,533) 2,592,561 12,359 671,906

STATEMENTS OF CASH FLOWS (Cont’d)FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2010 TO 31 MAY 2011

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


NOTES TO THE FINANCIAL STATEMENTSFOR THE FINANCIAL PERIOD FROM 1 JANUARY 2010 TO 31 MAY 2011

1. General inForMaTion

The Company is a public company limited by shares and is incorporated under the Companies Act 1965 in Malaysia. The domicile of the Company is Malaysia. The registered office and principal place of business are as follows:-

Registered office : 312, 3rd Floor, Block C, Kelana Square, 17 Jalan SS 7/26, 47301 Petaling Jaya, Selangor Darul Ehsan.

Principal place of business : No.11, Jalan Teknologi, Taman Sains Selangor 1, PJU 5, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan.

The financial year end of the Company and all its subsidiaries was changed from 31 December to 31 May. Accordingly, the financial statements of the Group and of the Company for the financial period ended 31 May 2011 cover a 17-month period compared to the 12-month period ended 31 December 2009.

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

dated 12 August 2011.

2. principal acTiViTies

The Company is principally engaged in the business of investment holding whilst the principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial period.

3. Basis oF accoUnTinG

(a) Basis of preparation

The financial statements of the Group are prepared under the historical cost convention and modified to include other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with Financial Reporting Standards (“FRS”) and the Companies Act 1965 in Malaysia.

(a) During the current financial period, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments):-

Frss and ic interpretations (including the consequential amendments)

FRS 4 Insurance Contracts

FRS 7 Financial Instruments: Disclosures

FRS 8 Operating Segments

FRS 101 (Revised) Presentation of Financial Statements

FRS 123 (Revised) Borrowing Costs

FRS 139 Financial Instruments: Recognition and Measurement

Amendments to FRS 1 and FRS 127: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

Amendments to FRS 2: Vesting Conditions and Cancellations

Amendments to FRS 7, FRS 139 and IC Interpretation 9

TM

C Life S

ciences Berhad

(624409-A)


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2010 TO 31 MAY 2011

3. Basis oF accoUnTinG (conT’d)

(a) Basis of preparation (cont’d)

(a) Frss and ic interpretations (including the consequential amendments) (cont’d)

Amendments to FRS 101 and FRS 132: Puttable Financial Instruments and Obligations Arising on Liquidation

Amendments to FRS 132: Classification of Rights Issues and the Transitional Provision in Relation to Compound Instruments

IC Interpretation 9 Reassessment of Embedded Derivatives

IC Interpretation 10 Interim Financial Reporting and Impairment IC Interpretation 11: FRS 2 - Group and Treasury Share Transactions IC Interpretation 13 Customer Loyalty Programmes IC Interpretation 14: FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements

and their Interaction

Annual Improvements to FRSs (2009)

The adoption of the above accounting standards and interpretations (including the consequential amendments) did not have any material impact on the Group’s financial statements, other than the following:-

(i) FRS 7 requires additional disclosures about the financial instruments of the Group. Prior to 1 January 2010, information about financial instruments was disclosed in accordance with the requirements of FRS 132 - Financial Instruments: Disclosures and Presentation. FRS 7 requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk.

The Group has applied FRS 7 prospectively in accordance with the transitional provisions. Accordingly, the new disclosures have not been applied to the comparatives and are included throughout the financial statements for the current financial period.

(ii) FRS 101 (Revised) introduces the statement of comprehensive income, with all items of income and expense recognised in profit or loss, together with all other items of recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Group has elected to present this statement as one single statement.

The revised standard also separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with all non-owner changes in equity presented in the statement of comprehensive income as other comprehensive income.

In addition, a statement of financial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the classification of items in the statement.

FRS 101 (Revised) also requires the Group to make new disclosures to enable users of the financial statements to evaluate the Group’s objectives, policies and processes for managing capital. This new disclosure is made in Note 43(b) to the financial statements.

Comparative information has been re-presented so that it is in conformity with the requirements of this revised standard.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)





(a) Frss and ic interpretations (including the consequential amendments) (cont’d)

(iii) The adoption of FRS 139 (including the consequential amendments) has resulted in several changes to accounting policies relating to recognition and measurements of financial instruments.

The financial impact to the financial statements is summarised as follows:-

THe GroUp aT 1.1.2010 noTe rM

Retained profits

Fair value of long-term trade receivables (aa) (570,842)

(aa) Prior to 1 January 2010, long-term receivables were recorded at cost. With the adoption of FRS 139, these advances are now recognised initially at their fair values, which are estimated by discounting the expected cash flows using the current market interest rate of a loan with similar risk and tenure. Interest income is recognised in profit or loss using the effective interest method.

(bb) Prior to 1 January 2010, allowance for impairment losses on receivables was recognised when it was considered uncollectable. With the adoption of FRS 139, an impairment loss is recognised when there is objective evidence that an impairment loss has been incurred. The amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate.

(cc) It was the Group’s accounting policy to measure short-term investments at the lower of cost and market value, determined on an aggregate basis. In the previous financial year, the short-term investments were stated at cost. Upon adoption of FRS 139 during the financial period, these short-term investments are now classified as financial assets at fair value through profit or loss investments, measured at fair value.

(dd) Prior to 1 January 2010, inter-company loans or advances were recorded at cost. With the adoption of FRS 139, inter-company loans and advances are now recognised initially at their fair values, which are estimated by discounting the expected cash flows using the current market interest rate of a loan with similar risk and tenure. Subsequent to initial recognition, the loans and advances are measured at amortised cost.

Besides, certain loans or advances of which the settlement is neither planned nor likely to occur in the foreseeable future are, in substance, a part of the Company’s net investment in the subsidiaries. These loans and advances are stated at cost less accumulated impairment losses, if any, in the financial statements of the Company.

(ee) The Company has previously asserted explicitly that it regards financial guarantee contracts of banking facilities granted to its subsidiaries as insurance contracts and will apply FRS 4 to such financial guarantee contracts. Accordingly, the adoption of FRS 139 did not have any financial impact on the financial statements in respect of the financial guarantee contracts issued by the Company to its subsidiaries. These financial guarantee contracts issued are disclosed as contingent liabilities under Note 41 to the financial statements.

All these financial impacts are recognised as an adjustment to the opening balance of retained profits or another appropriate reserve upon the adoption of FRS 139. Comparatives are not adjusted/represented by virtue of the exemption given in this standard.

(iv) The Group has adopted the amendments made to FRS 117 - Leases pursuant to the Annual Improvements to FRSs (2009). The Group has reassessed and determined that the leasehold land of the Group is in substance a finance lease and has been reclassified as property, plant and equipment. This change in accounting policy has been made retrospectively in accordance with the transitional provisions of the amendments.

TM

C Life S

ciences Berhad

(624409-A)





(b) The Group has not applied in advance the following accounting standards and interpretations (including the consequential amendments) that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the current financial period:-

Frss and ic interpretations (including the consequential amendments) effective date FRS 1 (Revised) First-time Adoption of Financial Reporting Standards 1 July 2010 FRS 3 (Revised) Business Combinations 1 July 2010 FRS 124 (Revised) Related Party Disclosures 1 January 2012 FRS 127 (Revised) Consolidated and Separate Financial Statements 1 July 2010

Amendments to FRS 1 (Revised): Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters 1 January 2011 Amendments to FRS 1: Additional Exemptions for First-time Adopters 1 January 2011 Amendments to FRS 2: Scope of FRS 2 and FRS 3 (Revised) 1 July 2010 Amendments to FRS 2: Group Cash-settled Share-based Payment Transactions 1 January 2011 Amendments to FRS 5: Plan to Sell the Controlling Interest in a Subsidiary 1 July 2010 Amendments to FRS 7: Improving Disclosures about Financial Instruments 1 January 2011 Amendments to FRS 138: Consequential Amendments Arising from FRS 3 (Revised) 1 July 2010 Amendments to IC Interpretation 14: Prepayments of a Minimum Funding Requirement 1 July 2011

Amendments to IC Interpretation 9: Scope of IC Interpretation 9 and FRS 3 (Revised) 1 July 2010 IC Interpretation 4 Determining Whether An Arrangement Contains a Lease 1 January 2011 IC Interprétation 12 Service Concession Arrangements 1 July 2010 IC Interpretation 15 Agreements for the Construction of Real Estate 1 January 2012 IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation 1 July 2010 IC Interpretation 17 Distributions of Non-cash Assets to Owners 1 July 2010 IC Interpretation 18 Transfers of Assets from Customers 1 January 2011 IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments 1 July 2011 Annual Improvements to FRSs (2010) 1 January 2011

The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s operations except as follows:-

(i) FRS 3 (Revised) introduces significant changes to the accounting for business combinations, both at the acquisition date and post acquisition, and requires greater use of fair values. In addition, all transaction costs, other than share and debt issue costs, will be expensed as incurred. This revised standard will be applied prospectively and therefore there will be no financial impact on the financial statements of the Group for the current financial period but may impact the accounting of its future transactions or arrangements.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)





(b) The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s operations except as follows (Cont’d):-

(ii) FRS 127 (Revised) requires accounting for changes in ownership interests by the group in a subsidiary, while maintaining control, to be recognised as an equity transaction. When the group loses control of a subsidiary, any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit or loss. The revised standard also requires all losses attributable to the minority interest to be absorbed by the minority interest instead of by the parent. The Group will apply the major changes of FRS 127 (Revised) prospectively and therefore there will be no financial impact on the financial statements of the Group for the current financial period but may impact the accounting of its future transactions or arrangements.

(B) Going concern

At the end of the reporting period, the Group had the following:-

(i) a net loss of RM35,128,158 during the financial period ended 31 May 2011;(ii) total accumulated losses of RM15,894,976 at 31 May 2011; and(iii) net current liabilities of RM22,159,201

The accompanying financial statements have been prepared assuming the Group will continue as a going concern. This basis presumes that the Group will continue to receive financial support from the bankers and shareholders, and that the future operating results of the Group will be profitable.

4. siGniFicanT accoUnTinG policies

(a) critical accounting estimates and Judgements

Estimates and judgements are continually evaluated by the directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Group’s and the Company’s accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below:-

(i) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial and usage factors which could change significantly as a result of technical innovations and competitors' actions in response to the market conditions.

The Group anticipates that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount.

Changes in the expected level of usage, technological development and commercial factors could impact

the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(ii) Income Taxes

There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group recognises tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the final outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the period in which such determination is made.

TM

C Life S

ciences Berhad

(624409-A)



4. siGniFicanT accoUnTinG policies (conT’d)

(a) critical accounting estimates and Judgements (cont’d)

(iii) Impairment of Non-financial Assets

When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.

(iv) Amortisation of Development Costs

Changes in the expected level of usage and technological development could impact the economic useful lives, therefore future amortisation charges could be revised.

(v) Allowance for Inventories

Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories.

(vi) Impairment of Trade and Other Receivables

An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management specifically reviews its loans and receivables financial assets and analyses historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgment to evaluate the adequacy of the allowance for impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables.

(vii) Fair Value Estimates for Certain Financial Assets and Liabilities

The Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgement. While significant components of fair value measurement were determined using verifiable objective evidence, the amount of changes in fair value would differ if the Group uses different valuation methodologies. Any changes in fair value of these assets and liabilities would affect profit and equity.

(viii) Classification of Leasehold Land

The classification of leasehold land as a finance lease or an operating lease requires the use of judgement in determining the extent to which risks and rewards incidental to its ownership lie. Despite the fact that there will be no transfer of ownership by the end of the lease term and that the lease term does not constitute the major part of the indefinite economic life of the land, management considered that the present value of the minimum lease payments approximated to the fair value of the land at the inception of the lease. Accordingly, management judged that the Group has acquired substantially all the risks and rewards incidental to the ownership of the land through a finance lease.

(b) Basis of consolidation

The consolidated financial statements include the financial statements of the Company and all its subsidiaries made up to 31 May 2011.

A subsidiary is defined as a company in which the parent company has the power, directly or indirectly, to exercise control over its financial and operating policies so as to obtain benefits from its activities.

All subsidiaries are consolidated using the purchase method. Under the purchase method, the results of the subsidiaries acquired or disposed of are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries’ net assets are determined and these values are reflected in the consolidated financial statements. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)




(b) Basis of consolidation (cont’d)

Intragroup transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

Minority interests in the consolidated statement of financial position consist of the minorities’ share of fair values of the identifiable assets and liabilities of the acquiree as at the date of acquisition and the minorities’ share of movements in the acquiree’s equity.

Minority interests are presented within equity in the consolidated statement of financial position, separately from the Company’s shareholders’ equity, and are separately disclosed in the consolidated statement of comprehensive income. Transactions with minority interests are accounted for as transactions with owners. Gain or loss on disposal to minority interests is recognised directly in equity.

(c) Goodwill on consolidation

Goodwill on consolidation represents the excess of the fair value of the purchase consideration over the Group’s share of the fair values of the identifiable net assets of the subsidiaries at the date of acquisition.

Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognised immediately in profit or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period.

If, after reassessment, the Group’s interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of the business combinations, the excess is recognised as income immediately in profit or loss.

(d) Functional and Foreign currencies

(i) Functional and Presentation Currency

The individual financial statements of each entity of the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency.

The consolidated financial statements are presented in Ringgit Malaysia (“RM”) which is the Company’s functional and presentation currency.

(ii) Transactions and Balances

Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.

(iii) Foreign Operations

Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates ruling at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under the translation reserve. On the disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit or loss.

Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the end of the reporting period.

TM

C Life S

ciences Berhad

(624409-A)




(e) Financial instruments

Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as an 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.

A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.

Financial instruments recognised in the statements of financial position are disclosed in the individual policy statement associated with each item.

(i) Financial Assets

On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets, as appropriate.

• Financial Assets at Fair Value Through Profit or Loss

Financial assets are classified as financial assets at fair value through profit or loss when the financial asset is either held for trading or is designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. Dividend income from this category of financial assets is recognised in profit or loss when the Company’s right to receive payment is established.

• Held-to-maturity Investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the management has the positive intention and ability to hold to maturity. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment loss, with revenue recognised on an effective yield basis.

• Loans and Receivables Financial Assets

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)




(e) Financial instruments (cont’d)

(i) Financial Assets (Cont’d)

• Available-for-sale Financial Assets

Available-for-sale financial assets are non-derivative financial assets that are designated in this category or are not classified in any of the other categories.

After initial recognition, available-for-sale financial assets are remeasured to their fair values at the end of each reporting period. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve is reclassified from equity into profit or loss.

Dividends on av ailable-for-sale equity instruments are recognised in profit or loss when the Group’s

right to receive payments is established.

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less accumulated impairment losses, if any.

(ii) Financial Liabilities

All financial liabilities are recorded initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profit or loss.

Fair value through profit or loss category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges.

(iii) Equity Instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds.

Dividends on ordinary shares are recognised as liabilities when approved for appropriation.

(f) intangible assets

An intangible asset shall be recognised if, and only if it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and that the cost of the asset can be measured reliably. An entity shall assess the probability of the expected future economic benefits using reasonable and supportable assumptions that represent management’s best estimate of the set of economic conditions that will exist over the useful life of the asset. Intangible asset acquired separately are measured on initial recognition at cost.

The cost of intangible assets acquired in a business combination is their fair values as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any.

The useful lives on intangible assets are assessed to be either finite or indefinite.

TM

C Life S

ciences Berhad

(624409-A)




(f) intangible assets (cont’d)

Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible asset might be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year end.

Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or more frequently

if the event or changes in circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.

(i) Development Costs

Medical development expenditure incurred on individual projects are capitalised as long-term assets to the extent that such expenditure is expected to generate future economic benefits.

Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses, if any. Development expenditure initially recognised as an expense are not recognised as assets in the subsequent period.

The development expenditure is amortised on a straight-line method over the estimated useful life when the technology is ready for sale or use. In the event that the expected future economic benefits are no longer probable of being recovered, the development expenditure is written down to its recoverable amount.

The development expenditure of TMC Biotech Sdn. Bhd. (“TMC Biotech”) comprises the treatment tools, technical, and procedure pertaining to human fertility.

The useful life of the development expenditure is considered to be indefinite because based on the analysis of all the relevant factors there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for TMC Biotech. The development expenditure is stated at cost less impairment losses, if any. They are not amortised but tested for impairment annually or more frequently when indicators of impairment are identified.

The development expenditure of Tropicana Medical Centre (M) Sdn. Bhd. (“TMCM”) comprises the treatment tools, technical, and procedure pertaining to human fertility.

The development expenditure of TMCM is amortised on a straight-line basis over the period of 5 years during which its economic benefits are expected to be consumed.

(ii) Nursing Sponsorship

Nursing sponsorship represents fees and allowances paid to sponsored students undertaking diploma in nursing courses at local approved colleges for a duration of three years. These costs are amortised over a maximum period of five years, representing the bond period for the students to serve the Group, upon graduation and successfully securing a practising certificate from the Ministry of Health.

(iii) Embryologist Sponsorship

Embryologist sponsorship represents fees and allowances paid to sponsored embryologists undertaking masters programs at overseas universities for a duration of one year. These costs are amortised over a period of five to eight years, representing the bond period for the embryologists to serve the Group.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)




(g) investments in subsidiaries and associates

Investments in subsidiaries and associates are stated at cost in the statement of financial position of the Company, and are reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that their carrying values may not be recoverable.

On the disposal of the investments in subsidiaries and associates, the difference between the net disposal proceeds and the carrying amount of the investments is recognised in profit or loss.

(h) associates

An associate is an entity in which the Group has a long-term equity interest and where it exercises significant

influence over the financial and operating policies.

The investments in associates in the consolidated financial statements are accounted for under the equity method, based on the financial statements of the associates made up to the end of the reporting period or when it ceases to be an associate. The Group’s share of the post acquisition profits of the associates is included in the consolidated statement of comprehensive income and the Group’s interest in associates is carried in the consolidated statement of financial position at cost plus the Group’s share of the post-acquisition retained profits and reserves.

Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the Group’s interest in the associate. Unrealised losses are eliminated unless cost cannot be recovered.

(i) property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. Freehold land is stated at cost less impairment losses, if any, and is not depreciated.

Depreciation is calculated under the straight-line method to write off the depreciable amount of the assets over

their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are:-

Leasehold land 97 years Buildings 2% Plant and machinery 10% Medical equipment 10% - 20% Electrical and mechanical equipment 10% Furniture and fittings 10% - 15% Office equipment and computers 10% - 33 1/3% Renovation 10% - 15% Motor vehicles 20%

Capital work-in-progress represents assets under construction, and which are not ready for commercial use at the end of the reporting period. The capital work-in-progress is stated at cost, and will be reclassified to the appropriate category of property, plant and equipment and depreciated accordingly when the assets are completed and ready for commercial use.

Cost of the capital work-in-progress includes direct cost, related expenditure and interest cost on borrowings taken to finance the construction or acquisition of the assets to the date that the assets are completed and put into use.

The depreciation method, useful life and residual values are reviewed, and adjusted if appropriate, at the end of the reporting period 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 the property, plant and equipment.

TM

C Life S

ciences Berhad

(624409-A)




(i) property, plant and equipment (cont’d)

Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.

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

expected from its use. Any gain or loss arising from derecognition of the asset is recognised in profit or loss.

In the previous financial year, leasehold land that normally had an indefinite economic life and whose title was not expected to pass to the lessee by the end of the lease term was treated as an operating lease. The payment made on entering into or acquiring leasehold land that was accounted for as an operating lease represents prepaid lease payments.

During the financial period, the Group adopted the amendments made to FRS 117 - Leases in relation to the classification of lease of land. The Group’s leasehold land which in substance is a finance lease has been reclassified as property, plant and equipment and measured as such retrospectively.

(j) impairment

(i) Impairment of Financial Assets

All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment.

An impairment loss in respect of held-to-maturity investments and loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the cumulative loss recognised in other comprehensive income and accumulated in equity under fair value reserve, is reclassified from equity to profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss made is recognised in other comprehensive income.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)




(j) impairment (cont’d)

(ii) Impairment of Non-Financial Assets

The carrying values of assets, other than those to which FRS 136 - Impairment of Assets does not apply, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets' fair value less costs to sell and their value-in-use, which is measured by reference to discounted future cash flow.

An impairment loss is recognised in profit or loss immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset.

In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited to other comprehensive income. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the statements of comprehensive income, a reversal of that impairment loss is recognised as income in the statements of comprehensive income.

(k) inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in-first-out basis, and comprises the purchase price and incidentals incurred in bringing the inventories to their present location and condition.

Net realisable value represents the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale.

Where necessary, due allowance is made for all damaged, obsolete and slow-moving items.

(l) assets Under Hire purchase

Plant and equipment acquired under hire purchase are capitalised in the financial statements and are depreciated in accordance with the policy set out in Note 4(i) above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding outstanding obligations due under the finance lease and hire purchase after deducting finance charges are included as liabilities in the financial statements.

Finance charges are recognised in profit or loss over the periods of the respective hire purchase agreements.

(m) contingent liabilities

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

TM

C Life S

ciences Berhad

(624409-A)




(n) income Taxes

Income taxes for the period comprise current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the period and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs 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 assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

Deferred tax assets and liabilities are 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 the tax rates that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax is recognised in profit or loss, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly to 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 excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs. The carrying amounts of deferred tax assets are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.

(o) Borrowing costs

Interest-bearing borrowings are recorded at the amount of proceeds received, net of transaction costs.

All borrowing costs are recognised in profit or loss as expenses in the period in which they are incurred.

(p) cash and cash equivalents

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financial institutions, bank overdrafts and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(q) EmployeeBenefits

(i) Short-term Benefits

Wages, salaries, paid annual leave, bonuses, and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group.

(ii) Defined Contribution Plans

The Group’s contributions to defined contribution plans are recognised in profit or loss in the period to which they relate. Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)




(r) related parties

A party is related to an entity if:-

(i) directly, or indirectly through one or more intermediaries, the party:- • controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries

and fellow subsidiaries);• has an interest in the entity that gives it significant influence over the entity; or• has joint control over the entity;

(ii) the party is an associate of the entity;(iii) the party is a joint venture in which the entity is a venturer;(iv) the party is a member of the key management personnel of the entity or its parent;(v) the party is a close member of the family of any individual referred to in (i) or (iv);(vi) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant

voting power in such entity resides with, directly or indirectly, any individual referred to in (iv) or (v); or(vii) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that

is a related party of the entity.

Close members of the family of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.

(s) operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

(t) revenue recognition

(i) Sale of Goods

Revenue is recognised upon delivery of goods and customers’ acceptance, and where applicable, net of returns and trade discounts.

(ii) Services

Revenue is recognised upon rendering of services, net of discounts and when the outcome of the transaction can be estimated reliably.

(iii) Membership Fees

Membership fees are recognised upon their registration with the Group.

(iv) Interest Income

Interest income is recognised on an accrual basis, based on the effective yield on the investment.

(v) Dividend Income

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

(vi) Rental Income

Rental income is recognised on an accrual basis.

TM

C Life S

ciences Berhad

(624409-A)



5. inVesTMenTs in sUBsidiaries

THe coMpanY 31.5.2011 31.12.2009 rM rM Unquoted shares, at cost 21,023,829 19,369,006 Accumulated impairment losses: At 1 January (900,000) – Addition during the financial period/year (5,820,831) (900,000) At 31 May/December (6,720,831) (900,000) 14,302,998 18,469,006 Unsecured interest-free loans to subsidiaries (quasi loans) 62,645,910 63,324,414 76,948,908 81,793,420

Quasi loans represent advances and payments made on behalf of which the settlement is neither planned nor likely to occur in the foreseeable future. These amounts are, in substance, a part of the Company’s net investment in the subsidiaries. The quasi loans are stated at cost less accumulated impairment losses, if any.

Details of the subsidiaries are as follows:-

name of companycountry ofincorporation

effectiveequity interest principal activities

31.5.2011 31.12.2009Tropicana Medical Centre (M) Sdn. Bhd.*

Malaysia 100% 100% Multi disciplinary tertiary care services.

IVF Technologies Sdn. Bhd.

Malaysia 100% 100% Provision of fertility services and operation of women’s clinic.

TMC Biotech Sdn. Bhd. * Malaysia 100% 100% Provision of consultancy and research and development.

TMC Lifestyle Sdn. Bhd. * Malaysia 100% 100% Development, marketing and management of healthcare programs.

TMC Properties Sdn. Bhd. * Malaysia 100% 100% Property investment.TMC Women’s Specialist (Kuantan) Sdn. Bhd. *

Malaysia 100% 80% Provision of fertility services and operation of women’s clinic.

Stemtech International Sdn. Bhd. *

Malaysia 100% 90% Provision of storage of cord blood and adult stem cells, stem cell therapy, application and research and development.

Tropicana Medical Centre (Penang) Sdn. Bhd. * @

Malaysia 100% 85% Operation of a medical centre.

Held through subsidiary:TMC Women’s Specialist Holdings Sdn. Bhd. ^

Malaysia 100% 100% Gynaecological and fertility problem management.

PT Stemtech Life Sciences Indonesia # *

Indonesia 65% 58.5% Provision of stemcell banking business.

* Not audited by Messrs Crowe Horwath.^ Held through Tropicana Medical Centre (M) Sdn. Bhd.# Held through Stemtech International Sdn. Bhd. and consolidated using management accounts at 31.5.2011@ Interest of 15% at 31.5.2011 held through TMC Women’s Specialist Holdings Sdn. Bhd.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



6. inVesTMenT in an associaTe THe GroUp THe coMpanY 31.5.2011 31.12.2009 31.5.2011 31.12.2009 rM rM rM rM Unquoted shares, at cost – 215,385 – 215,385 Share of post-acquisition profit – 736 – – – 216,121 – 215,385 Represented by:-

Share of net assets of the associate – 215,385 – 215,385 Goodwill on acquisition – 736 – – – 216,121 – 215,385 During the financial period, the Company subscribed for an additional 150,000 ordinary shares in the associate company.

Based on the enlarged share capital of the associate, the interest of the Company in the associate is diluted to 19% of the total issued and paid up share capital of the associate. Hence, the investment is reclassified as other investment.

Details of the associate, which is incorporated in Malaysia, are as follows:-

name of companyeffective

equity interest principal activities

31.5.2011 31.12.2009

Academy of Nursing (M) Sdn. Bhd. 19% 20% Provision of educational programs and training courses for healthcare and related fields.

The associate above is audited by another firm of chartered accountants. The results of the associate have been equity accounted based on the unaudited financial statements made up to 30 June

2010, the date it ceased to be an associate. The summarised financial information of the associate is as follows:- THe coMpanY 30.6.2010 31.12.2009 rM rM assets and liabilities Total assets 929,979 296,478 Total liabilities (46,427) (64,306) results Revenue 60,000 4,581 (Loss)/profit for the financial period/year (148,620) 736 7. oTHer inVesTMenT THe GroUp THe coMpanY 31.5.2011 31.12.2009 31.5.2011 31.12.2009 rM rM rM rM Unquoted shares, at cost 336,397 – 365,385 – Allowance for impairment losses (336,397) – (365,385) – – – – – Upon adoption of FRS139 during the financial period, the Group designated its investments in unquoted shares as

available-for-sale and is stated at cost as their fair values cannot be reliably measured using valuation techniques due to lack of marketability of the shares.

TM

C Life S

ciences Berhad

(624409-A)



8.

pro

per

TY,

pl

an

T a

nd

eQ

Uip

Me

nT

as

pr

eVio

UslY

as

repo

rTed

resT

aTed

aT

eF

FecT

s oF

aT

Fore

iGn

depr

ecia

Tion

aT

1.1.20

10

Frs 1

17

1.1.20

10

addi

Tion

s di

spos

als

Tran

sFer

s W

riTT

en-o

FF

eXcH

anGe

cH

arGe

31

.5.20

11

rM

rM

rM

rM

rM

rM

rM

rM

rM

rM

TH

e Gr

oUp

NET

BOOK

VAL

UE

Free

hold

land

3,809

,000

– 3,8

09,00

0 –

– –

– –

– 3,8

09,00

0

Leas

ehold

land

–

18,78

3,330

1

8,783

,330

– –

– –

– (2

89,23

8)

18,49

4,092

Bu

ilding

s 66

,550,6

15

– 66

,550,6

15

122,3

51

– –

– –

(1,92

3,639

) 64

,749,3

27

Plan

t and

mac

hinery

45

2,142

–

452,1

42

3,900

–

– –

– (8

7,639

) 36

8,403

M

edica

l equ

ipmen

t 35

,318,8

84

– 35

,318,8

84

2,874

,291

– –

– –

(6,03

7,047

) 32

,156,1

28

Elec

trica

l and

m

echa

nical

equip

ment

1,426

,424

– 1,4

26,42

4 35

,255

– –

– –

(231

,886)

1,2

29,80

3

Furn

iture

and fi

tting

s 1,7

97,70

0 –

1,797

,700

385,7

46

– –

– (1

0,075

) (3

97,30

0)

1,776

,071

Of

fice e

quipm

ent a

nd

co

mpute

rs 5,2

66,33

3 –

5,266

,333

635,8

06

(487

) 50

,090

(1,06

5,444

) 7,1

21

(1,68

1,898

) 3,2

11,52

1

Reno

vatio

n 1,0

17,59

8 –

1,017

,598

391,4

45

– –

– –

(252

,313)

1,1

56,73

0

Moto

r veh

icles

74

1,033

–

741,0

33

251,7

88

(566

,587)

–

– –

(191

,556)

23

4,678

Ca

pital

wo

rk–in

–pro

gres

s 50

,000

– 50

,000

2,771

,214

– –

(50,0

00)

– –

2,771

,214

116,4

29,72

9 18

,783,3

30

135,2

13,05

9 7,4

71,80

6 (5

67,07

4)

50,09

0 (1

,115,4

44)

(2,95

4)

(11,09

2,516

) 12

9,956

,967

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



8.

pro

per

TY,

pl

an

T a

nd

eQ

Uip

Me

nT

(co

nT

’d)

as

pr

eVio

UslY

as

repo

rTed

resT

aTed

aT

eFFe

cTs o

F aT

Fore

iGn

depr

ecia

Tion

aT

1.1

.2009

Fr

s 117

1.1

.2009

ad

diTi

ons

disp

osal

s Tr

ansF

ers

eXcH

anGe

cH

arGe

31

.12.20

09

rM

rM

rM

rM

rM

rM

rM

rM

rM

THe

GroU

p

NET

BOOK

VAL

UE

Free

hold

land

3,8

09,00

0 –

3,809

,000

– –

– –

– 3,8

09,00

0

Leas

ehold

land

– 18

,987,4

98

18,98

7,498

–

– –

– (2

04,16

8)

18,78

3,330

Bu

ilding

s

61,13

7,109

–

61,13

7,109

6,5

96,60

9 –

106,6

61

– (1

,289,7

64)

66,55

0,615

Pl

ant a

nd m

achin

ery

43

6,017

–

436,0

17

85,80

0 –

(8,76

3)

– (6

0,912

) 45

2,142

M

edica

l equ

ipmen

t

5,865

,654

– 5,8

65,65

4 33

,113,0

84

(114,7

30)

237,0

08

– (3

,782,1

32)

35,31

8,884

El

ectri

cal a

nd m

echa

nical

equip

ment

1,3

17,68

3 –

1,317

,683

301,4

01

– (3

0,974

) –

(161

,686)

1,4

26,42

4

Furn

iture

and fi

tting

s

736,9

48

– 73

6,948

1,2

94,28

4 –

4,438

–

(237

,970)

1,7

97,70

0

Offic

e equ

ipmen

t and

comp

uters

2,6

65,93

2 –

2,665

,932

2,183

,598

(1,05

0)

1,481

,319

1,822

(1

,065,2

88)

5,266

,333

Re

nova

tion

66

9,628

–

669,6

28

474,6

62

– (1

4,589

) –

(112,1

03)

1,017

,598

M

otor v

ehicl

es

12

5,166

–

125,1

66

844,6

85

(46,5

52)

– –

(182

,266)

74

1,033

Ca

pital

work

–in–p

rogr

ess

1,7

75,10

0 –

1,775

,100

50,00

0 –

(1,77

5,100

) –

– 50

,000

78,53

8,237

18

,987,4

98

97,52

5,735

44

,944,1

23

(162

,332)

–

1,822

(7

,096,2

89)

135,2

13,05

9

TM

C Life S

ciences Berhad

(624409-A)



8. properTY, planT and eQUipMenT (conT’d)

THe GroUp aT aT accUMUlaTed neT BooK cosT ValUaTion depreciaTion ValUe aT 31.5.2011 rM rM rM rM Freehold land 3,809,000 – – 3,809,000 Leasehold land – 19,395,833 (901,741) 18,494,092 Buildings 68,115,205 – (3,365,878) 64,749,327 Plant and machinery 620,836 – (252,433) 368,403 Medical equipment 45,375,164 – (13,219,036) 32,156,128 Electrical and mechanical equipment 1,669,111 – (439,308) 1,229,803 Furniture and fittings 3,338,121 – (1,562,050) 1,776,071 Office equipment and computers 5,877,450 – (2,665,929) 3,211,521 Renovation 1,741,611 – (584,881) 1,156,730 Motor vehicles 349,248 – (114,570) 234,678 Capital work-in-progress 2,771,214 – – 2,771,214 133,666,960 19,395,833 (23,105,826) 129,956,967 resTaTed resTaTed resTaTed aT aT accUMUlaTed neT BooK cosT ValUaTion depreciaTion ValUe aT 31.12.2009 rM rM rM rM Freehold land 3,809,000 – – 3,809,000 Leasehold land – 19,395,833 (612,503) 18,783,330 Buildings 67,867,172 – (1,316,557) 66,550,615 Plant and machinery 616,936 – (164,794) 452,142 Medical equipment 42,500,874 – (7,181,990) 35,318,884 Electrical and mechanical equipment 1,633,846 – (207,422) 1,426,424 Furniture and fittings 2,955,735 – (1,158,035) 1,797,700 Office equipment and computers 6,834,508 – (1,568,175) 5,266,333 Renovation 1,350,164 – (332,566) 1,017,598 Motor vehicles 992,144 – (251,111) 741,033 Capital work-in-progress 50,000 – – 50,000 128,610,379 19,395,833 (12,793,153) 135,213,059

In 2007, the leasehold land of the Group was revalued by the directors based on a valuation carried out by an independent firm of professional valuers using the comparison method.

Had the revalued leasehold land been carried at cost less accumulated depreciation, the net book value of the leasehold land that would have been included in the financial statements is as follows:

31.5.2011 31.12.2009 rM rM Leasehold land 8,699,680 8,835,738

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



8. properTY, planT and eQUipMenT (conT’d)

Included in property, plant and equipment of the Group are the following assets pledged to licensed banks as security for banking facilities granted to the Group:-

31.5.2011 31.12.2009 rM rM Freehold land 3,809,000 18,494,092 Leasehold land 18,494,092 18,783,330 Buildings 64,749,327 62,835,279

Medical equipment 30,210,528 21,745,829 Electrical and mechanical equipment 1,227,651 175,579 Furniture and fittings 982,486 99,195 Office equipment and computers 3,095,410 71,737 122,568,494 103,710,949

Included in property, plant and equipment of the Group at the end of reporting period date is a motor vehicle with a net book value of RM185,641 (31.12.2009: RM719,341) acquired under hire purchase terms.

Included in property, plant and equipment of the Group at the end of the reporting period are the following fully depreciated property, plant and equipment which are still in use:-

31.5.2011 31.12.2009 rM rM At cost:- Medical equipment 951,597 234,015 Furniture and fittings 231,413 – Office equipment and computers 473,835 276,783 Motor vehicle 42,280 42,780 1,699,125 553,578

9. prepaid lease paYMenTs

THe GroUp 31.5.2011 31.12.2009 rM rM

Leasehold land, as previously reported: - at valuation 19,395,833 19,395,833 - accumulated amortisation (612,503) (612,503) 18,783,330 18,783,330 Effects of FRS 117 (18,783,330) (18,783,330) As restated – –

The Group has adopted the amendments made to FRS 117 - Leases during the financial period. The Group has reassessed and determined that the leasehold land of the Group is in substance a finance lease and has reclassified it as property, plant and equipment. This change in accounting policy has been made retrospectively in accordance with the transitional provisions of the amendments.

TM

C Life S

ciences Berhad

(624409-A)



10. inTanGiBle asseTs development nursing embryologist

software costs sponsorship sponsorship Total rM rM rM rM rM THe GroUp

Cost

At 1.1.2009 182,556 10,964,021 1,612,756 354,375 13,113,708 Additions – – 897,299 136,578 1,033,877 At 31.12.2009/1.1.2010 182,556 10,964,021 2,510,055 490,953 14,147,585 Additions – – 276,478 – 276,478 Overstatement of cost in previous, financial year – – – (107,917) (107,917) Transfer to property, plant and equipment (182,556) – – – (182,556) Written-off – (10,964,021) (2,786,533) (383,036) (14,133,590) At 31.5.2011 – – – – –

Accumulated Amortisation

At 1.1.2009 (105,922) (847,860) (181,977) – (1,135,759) Amortisation (26,544) (282,620) (146,956) (27,234) (483,354) At 31.12.2009/1.1.2010 (132,466) (1,130,480) (328,933) (27,234) (1,619,113) Transfer to property, plant and equipment 132,466 – – – 132,466 Amortisation – (282,620) (349,469) – (632,089) Written-off – 1,413,100 678,402 27,234 2,118,736 At 31.5.2011 – – – – – Net carrying amount

At 31.12.2009 50,090 9,833,541 2,181,122 463,719 12,528,472 At 31.5.2011 – – – – –

During the financial period, the Group assessed the recoverability of the intangible assets and is of the opinion that the amount is insignificant.

11. GoodWill on consolidaTion THe GroUp 31.5.2011 31.12.2009 rM rM Cost At 1 January 3,331,190 3,331,190 Addition during the financial period/year 2,090,001 – 5,421,191 3,331,190 Impairment during the financial period/year (5,421,191) – At 31 May/December – 3,331,190 During the financial period, the Group assessed the recoverable amount of the goodwill, and determined that the goodwill

shall be impaired in full.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



12. Trade receiVaBles

THe GroUp 31.5.2011 31.12.2009 rM rM non-current Long-term trade receivables – 1,472,251 current 13,786,520 5,848,573 Allowance for impairment losses:- At 1 January (1,533,596) (375,054) Addition for the financial period/year (4,524,726) (1,226,623) Written-off during the financial period/year – 68,081 At 31 May/December (6,058,322) (1,533,596) 7,728,198 4,314,977 Total 7,728,198 5,787,228

The foreign currency exposure profile of the trade receivables at the end of the reporting period is as follows:- THe GroUp 31.5.2011 31.12.2009 rM rM Indonesian Rupiah 1,433 58,662

The Group’s normal trade credit terms range from 30 to 60 days. Other credit terms are assessed and approved on a case-by-case basis.

13. inVenTories

The inventories held for sale are carried at cost and none of the inventories is carried at net realisable value.

14. oTHer receiVaBles, deposiTs and prepaYMenTs

THe GroUp THe coMpanY 31.5.2011 31.12.2009 31.5.2011 31.12.2009 RM RM RM RM Other receivables 498,038 931,026 – – Less: Allowance for impairment losses (199,427) – – – 298,611 931,026 – – Deposits (Note a) 617,376 828,966 1,500 1,500 Prepayments 279,443 426,291 54,415 2,000

1,195,430 2,186,283 55,915 3,500

(a) Included in deposits of the Group at the end of the reporting period is an aggregate amount of RM264,833 (31.12.2009 - RM21,250) being deposits paid to suppliers for medical equipment and Hospital Information System of a subsidiary.

TM

C Life S

ciences Berhad

(624409-A)



14. oTHer receiVaBles, deposiTs and prepaYMenTs (conT’d)

(b) The foreign currency exposure profile of the other receivables, deposits and prepayments at the end of the reporting period is as follows:-

THe GroUp 31.5.2011 31.12.2009 rM rM

Indonesian Rupiah 25,944 121,035

15. sHorT-TerM inVesTMenTs

THe GroUp 31.5.2011 31.12.2009 rM rM At cost - Am Income – 2,510,682 Market value - Am Income – 2,510,682 16. deposiTs WiTH a licensed BanK

The deposits of the Group have been pledged as security for banking facilities granted to the Group.

The weighted average effective interest rate of the deposits with a licensed bank at the end of the reporting period was 3.0% (31.12.2009 - 2.0%) per annum. The deposits have maturity periods ranging from 1 to 365 days (31.12.2009 - 1 to 365 days).

17. sHare capiTal

The authorised, issued and fully paid-up share capital of the Company is as follows:-

31.5.2011 31.12.2009 31.5.2011 31.12.2009 nUMBer oF sHares rM rM ORDINARY SHARES OF RM0.10 EACH:-

AUTHORISED 1,000,000,000 1,000,000,000 100,000,000 100,000,000

ISSUED AND FULLY PAID-UP 601,779,750 601,779,750 60,177,975 60,177,975 18. sHare preMiUM The share premium is not distributable by way of cash dividends and may be utilised in the manner as set out in Section

60(3) of the Companies Act 1965.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



19. ForeiGn eXcHanGe TranslaTion reserVe

The foreign exchange translation reserve arose from the translation of the financial statements of a foreign subsidiary and is not distributable by way of dividends.

20. lonG-TerM BorroWinGs

THe GroUp 31.5.2011 31.12.2009 rM rM Hire purchase payable (Note 27) 158,168 413,109 Term loans (Note 28) 38,659,415 40,318,838 38,817,583 40,731,947

21. deFerred TaXaTion

THe GroUp 31.5.2011 31.12.2009 rM rM At 1 January 3,229,167 3,324,588 Recognised in profit or loss (Note 32) (290,665) (95,421) At 31 May/December 2,938,502 3,229,167

The deferred tax consists of the tax effects of the following items:-

THe GroUp 31.5.2011 31.12.2009 rM rM Deferred tax liabilities:- Leasehold land 2,802,602 2,802,602 Accelerated capital allowances 448,539 311,754 Nursing sponsorship – 547,000 3,251,141 3,661,356 Deferred tax assets:- Unabsorbed capital allowances (312,639) (432,189) 2,938,502 3,229,167

TM

C Life S

ciences Berhad

(624409-A)



22. Trade paYaBles

The foreign currency exposure profile of the trade payables at the end of the reporting period is as follows:- THe GroUp 31.5.2011 31.12.2009 RM RM Indonesian Rupiah – 23,852

The normal trade credit terms granted to the Group range from 30 days to 90 days.

23. oTHer paYaBles and accrUals

THe GroUp THe coMpanY 31.5.2011 31.12.2009 31.5.2011 31.12.2009 rM rM rM rM Accruals 3,840,899 2,249,193 372,492 214,117 Advance payments 3,034,252 2,575,924 – – Deposits received 69,528 37,775 – – Other payables 6,617,480 5,517,305 1,979,516 40,139

13,562,159 10,380,197 2,352,008 254,256 Advance payments represent monies collected in advance from wellness programs and the storage of cord blood banking.

Included in other payables of the Group is an aggregate amount of RM2,900,000 (31.12.2009 - RM2,204,045) due to contractors and medical equipment suppliers.

The foreign currency exposure profile of the other payables and accruals at the end of the reporting period is as follows:- THe GroUp 31.5.2011 31.12.2009 rM rM Indonesian Rupiah 275,766 64,064 24. aMoUnT oWinG To a sUBsidiarY

The amount owing is non-trade in nature, unsecured, interest-free and repayable on demand. The amount owing is to be settled in cash.

25. sHorT-TerM BorroWinGs

THe GroUp 31.5.2011 31.12.2009 rM rM Hire purchase payable (Note 27) 15,875 112,604 Term loans (Note 28) 7,302,755 7,678,563 7,318,630 7,791,167

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



26. BanK oVerdraFT

The bank overdraft bore an effective interest rate of 7.6% (31.12.2009 - 6.6%) per annum at the end of the reporting period and is secured by a first legal charge over the leasehold land and building of a subsidiary and guaranteed by the Company.

27. Hire pUrcHase paYaBle

THe GroUp 31.5.2011 31.12.2009 rM rM Minimum hire purchase payments: - not later than one year 24,480 134,100 - later than one year and not later than five years 97,920 134,100 - later than five years 91,747 310,600 214,147 578,800 Future finance charges (40,104) (53,087) Present value of hire purchase payable 174,043 525,713

Current portion: - not later than one year (Note 25) 15,875 112,604 Non-current portion: - later than one year and not later than five years 73,879 118,151 - later than five years 84,289 294,958 Total non-current portion (Note 20) 158,168 413,109 174,043 525,713

The hire purchase payable at the end of the reporting period bore an effective interest rate of 4.9% (31.12.2009 - 4.5%) per annum.

The Company has a hire purchase contract for a motor vehicle as disclosed in Note 8 to the financial statements. There are no restrictions imposed on the Company by the hire purchase arrangements.

28. TerM loans

THe GroUp 31.5.2011 31.12.2009 rM rM Current portion: - repayable within one year (Note 25) 7,302,755 7,678,563 Non-current portion: - repayable between one and two years 7,753,946 8,082,332 - repayable between two and five years 14,958,283 22,997,197 - repayable after five years 15,947,186 9,239,309 Total non-current portion (Note 20) 38,659,415 40,318,838 45,962,170 47,997,401

TM

C Life S

ciences Berhad

(624409-A)



28. TerM loans (conT’d)

Details of the term loans outstanding at the end of the reporting period are as follows:-

nUMBer oF MonTHlY MonTH oF THe GroUp TerM loans MonTHlY insTalMenT coMMenceMenT aMoUnT oUTsTandinG insTalMenTs aMoUnT oF repaYMenT 31.5.2011 31.12.2009 rM rM rM 1 120 363,983 March 2009 23,530,955 27,330,961 2 60 455,428 September 2009 14,768,006 20,666,440 3 240 34,541 August 2010 5,579,431 – 4 240 12,821 June 2010 2,083,778 – 45,962,170 47,997,401

The term loans of the Group bore a weighted average effective interest rate of 4.9% (31.12.2009 - 4.9%) per annum at the end of the reporting period and are secured by:-

(i) a first and second legal charge over the leasehold land and buiding of a subsidiary;(ii) a fixed and floating charge over the fixed and floating assets of a subsidiary;(ii) a first party first legal charge over the freehold land and building of a subsidiary; and(iii) a corporate guarantee of the Company.

29. neT asseTs per ordinarY sHare

The net assets per ordinary share is calculated based on the net assets value at the end of the reporting period of RM66,041,681 (31.12.2009 - RM102,850,975) divided by the number of ordinary shares in issue at the end of the reporting period of 601,779,750 (31.12.2009 - 601,779,750).

30. reVenUe

Revenue represents the invoiced value of services rendered, goods delivered and membership sold less discounts and returns.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



31. (loss)/proFiT BeFore TaXaTion

THe GroUp THe coMpanY 1.1.2010 1.1.2009 1.1.2010 1.1.2009 to to to to 31.5.2011 31.12.2009 31.5.2011 31.12.2009 rM rM rM rM

(Loss)/Profit before taxation is arrived at after charging/(crediting):-

Allowance for impairment losses on receivables - trade 4,524,726 1,226,623 – – - non-trade 199,427 – – – - subsidiaries – – 848,229 – Amortisation of intangible assets 632,089 483,354 – – Audit fee: - for the financial period/year 170,560 90,800 76,000 21,000 - underprovision in the previous

financial year 5,500 12,000 2,000 11,000 Depreciation of property, plant and equipment 11,092,516 7,096,289 – – Directors’ fee 241,242 164,940 241,242 164,940 Directors’ non-fee emoluments - salaries, wages, bonuses and allowances 4,473,878 4,812,195 41,400 20,000 - defined contribution plan 639,424 829,445 – –

Impairment loss on investment in subsidiaries – – 5,820,831 900,000 Impairment loss on other investment 336,397 – 365,385 – Interest expense - bank overdraft 196,533 51,157 – – - hire purchase 27,321 17,413 – – - term loans 3,498,914 1,676,171 – – Loss/(Gain) on disposal of property, plant & equipment 71,424 (172,968) – – Loss on foreign exchange - realised 1,847 519 – – - unrealised 80,449 2,524 – – Rental of equipment 850 6,100 – – Rental of carpark – 2,400 – – Rental of interactive television 87,375 24,075 – – Rental of premises 796,236 776,997 – – Staff costs - salaries, wages, bonuses and allowances 26,034,618 13,806,317 – – - defined contribution plan 2,750,932 1,520,933 – – - other benefits 1,112,340 599,118 – – Inventories written off 566,797 – – – Property, plant and equipment written off 1,115,444 – – – Impairment loss on goodwill on consolidation 5,421,191 – – – Intangible assets written off 12,014,854 – – –

Dividend income – – (2,360,000) (4,180,000) Interest income (626,134) (151,638) (167) (13,925) Rental income (526,255) (332,378) – –

TM

C Life S

ciences Berhad

(624409-A)



32. incoMe TaX eXpense

THe GroUp THe coMpanY 1.1.2010 1.1.2009 1.1.2010 1.1.2009 to to to to 31.5.2011 31.12.2009 31.5.2011 31.12.2009 rM rM rM rM Current taxation: - for the financial period/year (80,022) 42,725 454,000 966,206 - (over)/under provision in prior years (78,882) 368 (41,563) – (158,904) 43,093 412,437 966,206

Deferred tax (Note 21) : - relating to origination of temporary differences (326,011) 24,833 – – - relating to changes in tax rates 4,364 - under/(over) provision in prior years 35,346 (124,618) – –

(290,665) (95,421) – – (449,569) (52,328) 412,437 966,206 During the current financial period, the statutory tax rate remained at 25%.

A subsidiary of the Company, TMC Biotech Sdn Bhd (“TMC Biotech”), is not subject to tax as it has been granted the BioNexus Status, by the Malaysian Biotechnology Corporation Sdn. Bhd. which qualifies TMC Biotech for the BioNexus incentive. TMC Biotech will enjoy full exemption from income tax on its statutory income for a period of 10 years commencing from the first year of profitability.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



32. incoMe TaX eXpense (c onT’d)

A reconciliation of income tax expense applicable to the (loss)/profit before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group and of the Company is as follows:-

THe GroUp THe coMpanY 1.1.2010 1.1.2009 1.1.2010 1.1.2009 to to to to 31.5.2011 31.12.2009 31.5.2011 31.12.2009 rM rM rM rM (Loss)/Profit before Taxation (35,577,728) (8,797,995) (5,552,626) 2,589,054

Tax at the statutory tax rate of 25% (31.12.2009 - 25%) (8,894,432) (2,199,500) (1,388,156) 647,300 Tax effects of:-

Differential in tax rates of opening balance of deferred taxation – 4,364 – – Non-deductible expenses 4,681,660 458,430 1,842,156 318,906 Non-taxable income (8,000) (67,050) – – Income exempted from tax (2,275,486) (1,430,322) – – Deferred tax asset not recognised during the financial period/year 6,090,225 3,306,000 – – (Over)/Underprovision in

the previous financial year - current tax (78,882) 368 (41,563) – - deferred tax 35,346 (124,618) – –

Tax expense for the period/year (449,569) (52,328) 412,437 966,206 Subject to the agreement of the tax authorities, the following are available at the end of the reporting period to be carried

forward for offset against future taxable business income:-

THe GroUp THe coMpanY 31.5.2011 31.12.2009 31.5.2011 31.12.2009 rM rM rM rM Unutilised tax losses 20,060,000 7,876,000 – – Unutilised industrial building allowances 310,500 99,600 – – Unabsorbed capital allowances 44,652,000 28,194,000 – –

65,022,500 36,169,600 – – The components of the deferred tax liability and deferred tax asset are as follows:-

THe GroUp THe coMpanY 31.5.2011 31.12.2009 31.5.2011 31.12.2009 rM rM rM rM

Deferred tax liability:- Accelerated capital allowances 7,070,000 5,371,500 – –

Deferred tax assets:-

Allowance for impairment losses on receivables (643,000) – – – Unabsorbed capital allowances (6,427,000) (5,371,500) – –

– – – –

TM

C Life S

ciences Berhad

(624409-A)



32. incoMe TaX eXpense (conT’d)

No deferred tax assets are recognised on the following items:-


Unutilised tax losses 18,156,000 7,876,000 – – Unutilised industrial building allowances 310,500 99,600 – – Unabsorbed capital

allowances 20,577,000 6,707,000 – –

39,043,500 14,682,600 – – 33. loss per sHare

The basic loss per share is arrived at by dividing the loss attributable to equity holders of the Company of RM35,014,130 (31.12.2009 – RM8,803,159) by the weighted average number of ordinary shares in issue during the financial period of 601,779,750 (31.12.2009 - 601,779,750).

Diluted loss per share are not presented as there were no potential dilutive ordinary shares.

34. diVidend

THe GroUp/THe coMpanY 1.1.2010 1.1.2009 to to 31.5.2011 31.12.2009 rM rM Dividends paid: - A single tier final dividend of 0.3 sen per ordinary share in respect of the financial year ended 31 December 2009 1,805,339 – - A single tier final dividend of 0.3 sen per ordinary share in respect of the previous financial year ended 31 December 2009 – 1,805,339 1,805,339 1,805,339

35. pUrcHase oF properTY, planT and eQUipMenT

THe GroUp 1.1.2010 1.1.2009 to to 31.5.2011 31.12.2009 rM rM Cost of property, plant and equipment purchased 7,471,806 44,944,123 Amount financed through hire purchase (177,850) (600,000) Cash disbursed for purchase of property, plant and equipment 7,293,956 44,344,123

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



36. casH and casH eQUiValenTs

For the purpose of the statements of cash flow, cash and cash equivalents comprise the following:-


Deposits with a licensed bank (Note 16) 415,238 337,883 – – Cash and bank balances 1,833,341 4,925,968 12,359 671,906 Bank overdraft (4,058,112) (2,671,290) – –

(1,809,533) 2,592,561 12,359 671,906

37. direcTors’ reMUneraTion

The aggregate amount of remuneration received and receivable by the directors of the Group and of the Company during the financial period/year are as follows:-

THe GroUp THe coMpanY 1.1.2010 1.1.2009 1.1.2010 1.1.2009 to to to to 31.5.2011 31.12.2009 31.5.2011 31.12.2009 rM rM rM rM

Executive directors: - basic salaries, bonus and employees’ provident fund 5,071,902 5,621,640 – –

Non-executive directors: - fee 241,242 164,940 241,242 164,940 - other emoluments 41,400 20,000 41,400 20,000

5,354,544 5,806,580 282,642 184,940

Benefits-in-kind 16,023 – 16,023 –

The number of directors of the Group whose total remuneration during the financial period/year falling within the following bands are analysed as follows:-

THe GroUp nUMBer oF direcTors 1.1.2010 1.1.2009 to to 31.5.2011 31.12.2009

Executive directors: - RM100,001 - RM150,000 1 – - RM350,001 - RM400,000 1 1 - RM700,001 - RM750,000 – 1 - RM1,450,001 - RM1,500,000 1 – - RM3,050,001 - RM3,100,000 1 – - RM4,300,001 - RM4,350,000 – 1

Non-executive directors: - RM100,000 and below 9 5

Included in directors’ remuneration during the financial period are RM4,985,950 attributed to resigned directors and RM368,694 attributed to present directors.

TM

C Life S

ciences Berhad

(624409-A)



38. relaTed parTY disclosUres

(a) Identities of related parties:-

(i) the Company has related party relationships with its subsidiaries as disclosed in Note 5 to the financial statements;

(ii) the directors who are the key management personnel; and

(iii) entities controlled by certain key management personnel, directors and/or substantial shareholders.

(b) In addition to the information disclosed elsewhere in the financial statements, the Company carried out the following transactions with the related parties during the financial period/year:-

THe coMpanY

1.1.2010 1.1.2009 to to 31.5.2011 31.12.2009 rM rM

(i) Fellow subsidiaries The Company Dividend income 2,360,000 4,180,000

(ii) Key Management personnel

The remuneration of directors and other members of key management during the financial period/year were as follows:-

THe GroUp 1.1.2010 1.1.2009 to to 31.5.2011 31.12.2009 rM rM

Short-term employee benefits 5,715,681 6,172,409

(iii) entities controlled by certain key management personnel, directors and/or a substantial shareholder

THe GroUp 1.1.2010 1.1.2009 to to 31.5.2011 31.12.2009 rM rM

Rental of premises payable to a director 9,600 14,400 Rental of signage space payble to a director 3,200 – Rental of premises payable to a company substantially owned

by a director – 288,750

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



39. coMMiTMenTs

(a) Capital Commitments

THe GroUp 31.5.2011 31.12.2009 rM rM

Approved capital commitments contracted for - construction of hospital building – 868,661 - medical equipment, furniture and fittings – 426,248 – 1,294,909

(b) Non-cancellable Nursing Sponsorship Commitments

THe GroUp 31.5.2011 31.12.2009 rM rM

Future minimum fees payable: - Not later than one year – 212,878 - Later than one year not later than five years – 38,787 – 251,665

Nursing sponsorship represents fees payable by the Group for student nurses. The courses are for a duration of 3 years.

40. operaTinG seGMenTs

No segmental information is provided as the Group is primarily involved in the healthcare industry and the Group’s activities are predominantly in Malaysia. The overseas segment does not contribute more than 10% of the consolidated revenue and assets.

41. conTinGenT liaBiliTY

THe coMpanY 31.5.2011 31.12.2009 rM rM

UNSECURED Corporate guarantees given by the Company to licensed banks for banking facilities granted to subsidiaries of the Company 50,020,282 50,668,691

42. ForeiGn eXcHanGe raTe The applicable closing foreign exchange rate used (expressed on the basis of one unit of foreign currency to Ringgit

Malaysia equivalent) for the translation of foreign currency balance at the end of the reporting period is as follows:- 31.5.2011 31.12.2009 rM rM 100 Indonesian Rupiah 0.0353 0.0364

TM

C Life S

ciences Berhad

(624409-A)



43. Financial insTrUMenTs The Group’s activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and

equity price risk), credit risk and liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

(a) Financial risk Management policies

The Group’s policies in respect of the major areas of treasury activity are as follows:-

(i) Market risk

(i) Foreign Currency Risk

The Group is exposed to foreign currency risk on transactions and balances that are denominated in

currencies other than Ringgit Malaysia. The currency giving rise to this risk is primarily Indonesian Rupiah (IDR). The Group does not hedge its foreign currency denominated trade receivables and trade payables as the directors are of the view that the risk is not significant to the Group.

The Group’s exposure to foreign currency is as follows:-

denoMinaTed in idr 31.5.2011 31.12.2009 rM rM

THe GroUp

Financial assets Trade receivables 1,433 48,662 Other receivables, deposits and prepayments 25,944 121,035 Cash and bank balances 168,616 72,651

195,993 242,348

Financial liabilities Trade payables – 23,852 Other payables and accruals 275,766 64,064

275,766 87,916

Net currency exposure (79,773) 154,432 Foreign currency risk sensitivity analysis

Foreign currency risk arises from an entity in the Group which does not have Ringgit Malaysia (“RM”) as a functional currency. The exposure of currency risk of an entity in the Group which does not have RM as its functional currency is not material and hence, sensitivity analysis is not presented.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



43. Financial insTrUMenTs (conT’d)

(a) Financial risk Management policies (cont’d)

(i) Market risk

(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income.

Information relating to the Group’s exposure to the interest rate risk of the financial liabilities is disclosed in Note 43(a)(iii) to the financial statements.

Interest rate risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant:-

THe GroUp 31.5.2011 31.12.2009 increase/ increase/ (decrease) (decrease) rM rM

effects on loss after taxation Increase of 50 basis points (bp) 250,000 253,000 Decrease of 50 bp (250,000) (253,000) effects on equity Increase of 50 bp (250,000) (253,000) Decrease of 50 bp 250,000 253,000

(iii) Equity Price Risk

The Group does not have any quoted investments and hence is not exposed to equity price risk.

TM

C Life S

ciences Berhad

(624409-A)





(ii) credit risk

The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. Impairment is estimated by management based on prior experience and the current economic environment.

Credit risk concentration profile

The Group’s major concentration of credit risk relates to the amounts owing by four (4) customers which constituted approximately 48% of its trade receivables as at the end of the reporting period.

Exposure to credit risk

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period.

The exposure of credit risk for trade receivables by geographical region is as follows:-

THe GroUp 31.5.2011 31.12.2009 rM rM

Indonesia 1,433 48,662 Malaysia 7,726,765 5,738,566 7,728,198 5,787,228

Ageing analysis

The ageing analysis of the Group’s trade receivables as at 31 May 2011 is as follows:-

Gross indiVidUal collecTiVe carrYinG aMoUnT iMpairMenT iMpairMenT ValUe THe GroUp rM rM rM rM

31.5.2011

Not past due 2,726,196 – – 2,726,196 Past due:- - less than 3 months 3,598,200 – – 3,598,200 - 3 to 6 months 2,604,344 (56,291) (1,180,933) 1,367,120 - over 6 months 4,857,780 (4,269,438) (551,660) 36,682

13,786,520 (4,325,729) (1,732,593) 7,728,198

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)





(ii) credit risk (cont’d)

Ageing analysis (Cont’d)

At the end of the reporting period, trade receivables that are individually impaired were those in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement.

The collective impairment allowance is determined based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience.

Trade receivables that are past due but not impaired

The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are substantially companies with good collection track record and no recent history of default.

Trade receivables that are neither past due nor impaired

A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Groups uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due or more than 90 days, which are deemed to have higher credit risk, are monitored individually.

(iii) liquidity risk

Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities.

The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):-

WeiGHTed aVeraGe conTracTUal oVer eFFecTiVe carrYinG UndiscoUnTed WiTHin 1 – 5 5 raTe aMoUnT casH FloWs 1 Year Years Years THe GroUp % rM rM rM rM rM 31.5.2011 Hire purchase payables 4.9 174,043 214,147 24,480 97,920 91,747 Term loans 4.5 45,962,170 57,584,201 9,527,112 27,885,800 20,171,289 Trade payables – 13,057,778 13,057,778 13,057,778 – – Other payables and accruals – 13,562,159 13,562,159 13,562,159 – – Bank overdrafts 7.6 4,058,112 4,058,112 4,058,112 – – 76,814,262 88,476,398 40,229,641 27,983,720 20,263,036

TM

C Life S

ciences Berhad

(624409-A)



43 . Financial insTrUMenTs (conT’d)


(iii) liquidity risk (cont’d)

WeiGHTed aVeraGe conTracTUal oVer eFFecTiVe carrYinG UndiscoUnTed WiTHin 1 – 5 5 raTe aMoUnT casH FloWs 1 Year Years Years THe GroUp % rM rM rM rM rM 31.12.2009 Hire purchase payables 4.5 525,713 578,800 134,100 134,100 310,600 Term loans 4.9 47,997,401 49,171,065 8,958,768 26,057,613 14,154,684 Trade payables – 5,412,385 5,412,385 5,412,385 – – Other payables and accruals – 10,380,197 10,380,197 10,380,197 – – Bank overdrafts 6.6 2,671,290 2,671,290 2,671,290 – – 66,986,986 68,213,737 27,556,740 26,191,713 14,465,284

WeiGHTed aVeraGe conTracTUal oVer eFFecTiVe carrYinG UndiscoUnTed WiTHin 1 – 5 5 raTe aMoUnT casH FloWs 1 Year Years Years THe coMpanY % rM rM rM rM rM

31.05.2011 Other payables and accruals – 2,352,008 2,352,008 2,352,008 – – Amount owing to a subsidiary – 100,000 100,000 100,000 – – 2,452,008 2,452,008 2,452,008 – – 31.12.2009 Other payables and accruals – 254,256 254,256 254,256 – –

(b) capital risk Management

The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholder(s) value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.

The Group manages its capital based on debt-to-equity ratio. The Group’s strategies were unchanged from the previous financial year. The debt-to-equity ratio is calculated as interest bearing borrowings divided by total equity.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)




(b) capital risk Management (cont’d)

The debt-to-equity ratio of the Group as at the end of the reporting period was as follows:-

THe GroUp 31.5.2011 31.12.2009 rM rM

Hire purchase payables 174,043 525,713 Term loans 45,962,170 47,997,401 Bank overdrafts 4,058,112 2,671,290 Interest bearing borrowings 50,194,325 51,194,404 Total equity 66,041,681 102,965,003 Debt-to-equity ratio 0.76 0.50

Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders’ equity (total equity attributable to owners of the Company) equal to or not less than the 25% of the issued and paid-up share capital (excluding treasury shares) and such shareholders’ equity is not less than RM40 million. The Company has complied with this requirement.

(c) Classification Of Financial Instruments

THe GroUp THe coMpanY 31.5.2011 31.5.2011 rM rM

Financial assets Loans and receivables financial assets Trade receivables 7,728,198 – Other receivables and, deposits and prepayments 1,195,430 55,915 Deposits with a licensed bank 415,238 – Cash and bank balances 1,833,341 12,359 11,172,207 68,274

Financial liabilities

Other financial liabilities Hire purchase payables 174,043 – Term loans 45,962,170 – Trade payables 13,057,778 – Other payables and accruals 13,562,159 2,352,008 Amount owing to a subsidiary – 100,000 Bank overdrafts 4,058,112 –

76,814,262 2,452,008

TM

C Life S

ciences Berhad

(624409-A)




(d) Fair Values of Financial instruments

The carrying amounts of the financial assets and financial liabilities reported in the financial statements approximated their fair values except for the following:-

31.5.2011 31.12.2009 carrYinG Fair carrYinG Fair aMoUnT ValUe aMoUnT ValUe

rM rM rM rM THe GroUp

Hire purchase payables 174,043 158,958 525,713 493,683 Term loans 45,962,170 42,064,783 47,997,401 38,464,286 46,136,213 42,223,741 48,523,114 38,957,969

The following summarises the methods used to determine the fair values of the financial instruments:-

(i) The financial assets and financial liabilities maturing within the next 12 months approximated their fair values due to the relatively short-term maturity of the financial instruments.

(ii) The carrying amounts of the term loans and hire purchase payables approximated their fair values of these instruments. The fair values are determined by discounting the relevant cash flows using current interest rates for similar instruments at the end of the reporting period.

(iii) The net fair value of the contingent liability is estimated to be minimal as the subsidiaries are expected to fulfil their obligations.

The interest rates used to discount estimated cash flows, where applicable, are as follows:-

GroUp 31.5.2011 31.12.2009 % %

Hire purchase payables 5.1 5.0 Term loans 7.0 6.0

44. siGniFicanT eVenTs dUrinG THe Financial period

(a) (a) On 1 June 2010, the Company subscribed for 150,000 ordinary shares of RM1.00 each by way of rights issue in the capital of Academy of Nursing (M) Sdn. Bhd. (“ANSB”) at an issue price of RM1.00 per ordinary share on the basis of four (4) new ordinary shares for every one (1) existing ordinary share held, at a total cash consideration of RM150,000 and renounces its rights to the remaining 10,000 ordinary shares of RM1.00 each. The allotment was completed on 1 July 2010. Hence, the investment in ANSB is diluted to 19% of the enlarged issued and paid-up share capital of ANSB.

(b) On 2 June 2010, the Company transferred its 15% interest in Tropicana Medical Centre (Penang) Sdn. Bhd. (“TMCP”) to TMC Women’s Specialist Holdings Sdn. Bhd., a wholly-owned subsidiary of the Company, at cost of RM735,156.

(c) On 6 August 2010, the Company acquired additional 20% equity interest in TMC Women’s Specialist (Kuantan) Sdn. Bhd. (“TMCK”) for a total cash consideration of RM1. As a result of the additional acquisition, TMCK became a wholly-owned subsidiary of the Company.

(d) On 17 January 2011, the Company acquired additional 10% equity interest in Stemtech International Sdn. Bhd. (“STI”) for a total cash consideration of RM125,000. As a result of the additional acquisition, STI became a

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)



wholly-owned subsidiary of the Group.44. siGniFicanT eVenTs dUrinG THe Financial period (conT’d)

(e) On 17 March 2011, by virtue of the Sale and Purchase Agreement (Share) dated 17 March 2008, the Company acquired the remaining 15% equity interest in TMCP for a total cash consideration of RM1,965,000. As a result of the additional acquisition, TMCP became a wholly-owned subsidiary of the Group.

45. coMparaTiVe FiGUres

The following figures have been reclassified to conform with the adoption of the amendments to FRS 117 – Leases and FRS 139 as disclosed in Note 3 (a) (iii) and (iv) to the financial statements:-

as as preVioUslY resTaTed reporTed rM rM

Statement of Financial position (EXTRACT):-

THE GROUP Property, plant and equipment 135,213,059 116,429,729 Prepaid land lease payments – 18,783,330 Long-term trade receivables 1,472,251 – Trade receivables 4,314,977 6,358,070 Retained profits 20,924,493 21,495,335

THE COMPANY Investment in subsidiaries 81,793,420 18,469,006 Amount owing by subsidiaries – 63,324,414

TM

C Life S

ciences Berhad

(624409-A)



46. sUppleMenTarY inForMaTion – disclosUre oF realised and Unrealised proFiTs/losses The breakdown of the accumulated losses of the Group and of the Company as at the end of the reporting period into

realised and unrealised profits/(losses) are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, as follows:-

GroUp coMpanY 31.5.2011 31.5.2011 rM rM Total accumulated losses: - realised (12,849,554) (7,049,848) - unrealised (3,016,434) – (15,865,988) (7,049,848)

Total share of accumulated losses of associate: - realised (28,988) – (15,894,976) (7,049,848) Less: Consolidation adjustments – – At 31 May 2011 (15,894,976) (7,049,848)

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


List of Properties

address description/existing Use

approximateage of

Building(Years)

land/Built-Up

area Tenure

net BookValue as at31.5.2011

(rM)

1 Land and building onLot No. 11,Jalan Teknologi,Taman Sains Selangor1,PJU 5,Kota Damansara,47810 Petaling Jaya,Selangor Darul Ehsan

Privatehospital &corporateoffice

4.5 261,360sq ft

Leasehold for 99 years,expiring 17 April 2108

76,757,687

2 Land and building onNo. 12A,Jalan Masjid Negeri,11600 Penang

Privatehospital &corporateoffice

5.0 17,793sq ft

Freehold 7,415,999

3 Shoplot in Puchong onNo. 5, Jalan Merbah 3,Bandar Puchong Jaya,47100 PuchongSelangor Darul Ehsan

Ground Floor –Fertility Centre1st and 2nd Floors –Rented out,3rd Floor – forstaff usage

3.5 1,873sq ft

Freehold 2,878,733

TM

C Life S

ciences Berhad

(624409-A)


Analysis of ShareholdingsAs at 11 July 2011

Authorised Capital : RM100,000,000.00Issued And Fully Paid-up Capital : RM60,177,975.00Class of Shares : Ordinary shares of 10 sen each fully paidVoting Rights : One vote per 10 sen share

disTriBUTion oF sHareHoldinGs

no. of % of no. of % of issuedsize of holding shareholders shareholders shares share capital

Less than 100 91 3.73 3,883 0.00100 to 1,000 118 4.83 76,989 0.011,001 to 10,000 998 40.87 6,800,450 1.1310,001 to 100,000 1,011 41.40 37,246,160 6.19100,001 to less than 5% of issued shares 220 9.01 248,272,468 41.265% and above of issued shares 4 0.16 309,379,800 51.41

Total 2,442 100.00 601,779,750 100.00

THirTY larGesT sHareHolders

no. of % of issuedname shares share capital

1 HDM Nominees (Asing) Sdn. Bhd. 196,100,000 32.59 Exempt AN for UOB Kay Hian (Hong Kong) Limited2 Juara Sejati Sdn. Bhd. 50,550,000 8.403 AMSEC Nominees (Tempatan) Sdn. Bhd. 32,000,000 5.32 Pledged securities account – AmBank (M) Berhad for Selat Makmur Sdn. Bhd. 4 HSBC Nominees (Asing) Sdn. Bhd. 30,729,800 5.11 Exempt AN for JPMorgan Chase Bank, National Association (Bermuda) 5 AMSEC Nominees (Tempatan) Sdn. Bhd. 29,000,000 4.82 Pledged securities account – AmBank (M) Berhad for B.L. Capital Sdn. Bhd. 6 AMSEC Nominees (Tempatan) Sdn. Bhd. 29,000,000 4.82 Pledged securities account –AmBank (M) Berhad for Immediate Capital Sdn. Bhd. 7 Berjaya Sompo Insurance Berhad 26,000,000 4.328 Wenddi Anne Chong Wai Yeng 10,458,175 1.749 Beh Eng Par 10,415,425 1.7310 AMSEC Nominees (Tempatan) Sdn. Bhd. 10,000,000 1.67 Pledged securities account – AmBank (M) Berhad for Juara Sejati Sdn. Bhd. 11 HSBC Nominees (Tempatan) Sdn. Bhd. 9,087,500 1.51 Exempt AN for the Bank of New York Mellon SA/NV (Amex-Foreign) 12 OSK Nominees (Asing) Sdn Berhad 7,688,000 1.28 Pledged securities account for Lee Sui Hee 13 Ng Lee Chung 6,417,300 1.0714 HDM Nominees (Asing) Sdn. Bhd. 5,794,700 0.96 DBS Vickers Secs (S) Pte Ltd for Lee Theng Kiat 15 M.I.T Nominees (Tempatan) Sdn. Bhd. 5,534,900 0.92 Pledged securities account for Abu Sahid bin Mohamed (MG0172-003) 16 CIMSEC Nominees (Tempatan) Sdn. Bhd. 3,985,000 0.66 CIMB Bank for Choo Yeow Ming (M78020)

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


Analysis of Shareholdings (Cont’d) As at 11 July 2011

no. of % of issuedname shares share capital

17 Lee Soon Ai 3,845,563 0.6418 CIMSEC Nominees (Tempatan) Sdn. Bhd. 3,800,000 0.63 CIMB Bank for Linda Chan Poh Leng (MM0688) 19 Teras Mewah Sdn. Bhd. 3,800,000 0.6320 Wong Li Lian 3,359,600 0.5621 Inter-Pacific Equity Nominees (Tempatan) Sdn. Bhd. 3,200,000 0.53 Inter-Pacific Capital Sdn. Bhd. (A/C 83) 22 Surinder Singh A/L Ranbir Singh 2,837,500 0.4723 Low Queen Lan @ Lau Queen Lan 2,767,550 0.4624 Mersec Nominees (Tempatan) Sdn. Bhd. 2,224,100 0.37 Pledged securities account for Siow Wong Yen @ Siow Kwang Hwa 25 A.A. Anthony Nominees (Tempatan) Sdn. Bhd. 2,056,500 0.34 Pledged securities account for Lim Teong Leong 26 Abu Sahid bin Mohamed 2,000,000 0.3327 AMSEC Nominees (Tempatan) Sdn. Bhd. 2,000,000 0.33 Pledged securities account for Nicholas Tan Chye Seng 28 HDM Nominees (Tempatan) Sdn. Bhd. 1,913,150 0.31 Pledged securities account for Chee Chi Vun 29 RHB Nominees (Tempatan) Sdn. Bhd. 1,600,000 0.26 Pledged securities account for Hooi Thien Eng 30 Hooi Thien Eng 1,558,400 0.26 499,723,163 83.04

sUBsTanTial sHareHolders as aT 11 JUlY 2011

no. of shares held no. of shares held name direct % indirect %

Gilberta Investments Limited 196,100,000 32.59 – –Lim Eng Hock – – 196,100,000 (a) 32.59Utilico Emerging Markets Limited 30,729,800 5.11 – –Juara Sejati Sdn. Bhd. 60,550,000 10.06 121,156,250 (b) 20.13Berjaya Corporation Berhad – – 185,506,250 (c) 30.83Berjaya Group Berhad – – 185,506,250 (c) 30.83Tan Sri Dato’ Seri Vincent Tan Chee Yioun – – 185,506,250 (c) 30.83Selat Makmur Sdn. Bhd. 32,400,000 5.38 – –Teras Mewah Sdn. Bhd. 3,800,000 0.63 91,956,250 (d) 15.28Berjaya Land Berhad – – 91,956,250 (d) 15.28

Notes:

(a) Deemed interested by virtue of his interest in Gilberta Investments Limited, pursuant to Section 6A of the Companies Act 1965 (“Act”).

(b) Deemed interested by virtue of their interest in Selat Makmur Sdn Bhd, B.L. Capital Sdn Bhd, Immediate Capital Sdn Bhd, Berjaya Sompo Insurance Berhad and Inter-Pacific Capital Sdn. Bhd, pursuant to Section 6A of the Act.

(c) Deemed interested by virtue of their interest in Juara Sejati Sdn Bhd, Teras Mewah Sdn Bhd., Selat Makmur Sdn Bhd, B.L. Capital Sdn Bhd, Immediate Capital Sdn Bhd, Berjaya Sompo Insurance Berhad and Inter-Pacific Capital Sdn Bhd pursuant to Section 6A of the Act.

(d) Deemed interested by virtue of their interest in Selat Makmur Sdn Bhd, B.L. Capital Sdn Bhd and Immediate Capital Sdn Bhd pursuant to Section 6A of the Act.

TM

C Life S

ciences Berhad

(624409-A)


Analysis of Shareholdings (Cont’d)As at 11 July 2011

direcTors’ sHareHoldinGs as aT 11 JUlY 2011 no. of shares held name direct % indirect %

Professor Dato’ Dr. Khalid Bin Abdul Kadir 550,500 0.09 975,000 (1) 0.16Dato’ Dr. Tan Kee Kwong – – – –Freddie Pang Hock Cheng 66,350 0.01 – –Dr. Wong Chiang Yin – – – –Dr. Chan Boon Kheng – – – –Dr. Lee G. Lam – – – –Gary Ho Kuat Foong – – – – Note:

(1) Deemed interested by virtue of his spouse and children’s interest pursuant to Section 134 of the Act.

TM

C L

ife S

cien

ces

Ber

had

(624

409-

A)


Notice Of The 8th Annual General Meeting

noTice is HereBY GiVen THaT the 8th Annual General Meeting of the Company will be held at the Auditorium (7th Floor), Tropicana Medical Centre, No. 11, Jalan Teknologi, Taman Sains Selangor 1, PJU 5, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan on Friday, 9 September 2011 at 11.00 a.m. to transact the following businesses:

aGenda

1. To receive the Audited Financial Statements for the financial period ended 31 May 2011 and the Reports of Directors and Auditors thereon.

Ordinary Resolution 1

2. To approve the payment of Directors’ fees for the financial period ended 31 May 2011. Ordinary Resolution 2

3. To re-elect Mr. Freddie Pang Hock Cheng who retires in accordance with Article 96 of the Company’s Articles of Association.


4. To re-elect the following Directors who retire pursuant to Article 103 of the Company’s Articles of Association:-

(i) Dr. Chan Boon Kheng(ii) Dr. Lee G. Lam(iii) Dr. Wong Chiang Yin(iv) Mr. Gary Ho Kuat Foong

Ordinary Resolution 4Ordinary Resolution 5Ordinary Resolution 6Ordinary Resolution 7

5. To re-appoint Auditors of the Company and authorise the Directors to determine their remuneration.


6. AUTHORITY TO ISSUE SHARES

As Special Business to consider and if thought fit, to pass the following Ordinary Resolution, with or without modifications: -

“THAT subject always to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965 to issue shares in the Company at any time until the conclusion of the next Annual General Meeting upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution does not exceed 10% of the issued share capital of the Company for the time being.”


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

BY ORDER OF THE BOARD

seoW Fei sanMicHele nG peK Yin Company Secretaries

Selangor Darul Ehsan17 August 2011

TM

C Life S

ciences Berhad

(624409-A)


Notes:-

1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a Member of the Company and a Member may appoint any persons to be his proxy. The provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. A Member shall be entitled to appoint not more than two (2) proxies to attend and vote at the Annual General Meeting. Where a Member appoints more than one (1) proxy, the appointment shall be invalid unless the Member specifies the proportions of his holding to be represented by each proxy.

3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under its Common Seal or under the hand of its officer or attorney duly authorised.

4. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a notarially certified copy thereof, must be deposited at the Registered Office of the Company at 312, 3rd Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty eight (48) hours before the time for holding the Annual General Meeting or any adjournment thereof.

5. Explanatory Notes on Special Business:

The proposed Resolution 9, if passed, will give the Directors of the Company, from the date of the 8th Annual General Meeting, authority to issue shares from the unissued capital of the Company for such purposes as the Directors may deem fit and in the interest of the Company. The authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

As at the date of this Notice, no new shares in the Company were issued pursuant to the authority granted to the Directors at the 7th Annual General Meeting held on 18 June 2010 and which will lapse at the conclusion of the 8th Annual General Meeting.

The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

Notice Of The 8th Annual General Meeting (Cont’d)

This page has been intentionally left blank

✄

(Incorporated in Malaysia)

proXY ForM

I/We ...............................................................................................................................................................(BLOCK LETTERS)

NRIC No./Company No......................................................... of.....................................................................................................

.........................................................................................................................................................................................................

being (a) Member(s) of TMC LIFE SCIENCES BERHAD (624409-A) hereby appoint ..............................................................

.........................................................................................................................................................................................................

of .....................................................................................................................................................................................................

or failing him/her, ...........................................................................................................................................................................

of .....................................................................................................................................................................................................

.........................................................................................................................................................................................................as my/our proxy to vote for me/us and if necessary to demand a poll at the Annual General Meeting of the Company to be held at the Auditorium (7th Floor), Tropicana Medical Centre, No. 11, Jalan Teknologi, Taman Sains Selangor 1, PJU 5, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan on Friday, 9 September 2011 at 11.00 a.m. and at any adjournment thereof. The proxy is to vote on the Resolutions set out in the Notice of Meeting as indicated with an “X” in the appropriate places. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his discretion, as he will on any other matter arising at the Meeting.

For aGainsT

ORDINARY RESOLUTION 1









Dated this .............. day of ..............................., 2011.

No of Shares Held ……………………………………........... Signature

Notes:-1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a

Member of the Company and a Member may appoint any persons to be his proxy. The provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. A Member shall be entitled to appoint not more than two (2) proxies to attend and vote at the Annual General Meeting. Where a Member appoints more than (1) proxy, the appointment shall be invalid unless the Member specifies the proportions of his holding to be represented by each proxy.

3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under its Common Seal or under the hand of its officer or attorney duly authorised.

4. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a notarially certified copy thereof, must be deposited at the Registered Office of the Company at 312, 3rd Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

AFFIXSTAMP

Then fold here

1st fold here

The Company SecretaryTMc life sciences Berhad312, 3rd Floor, Block C, Kelana Square17 Jalan SS7/2647301 Petaling JayaSelangor Darul Ehsan

Annual Report 2011 - tmclife.com · • Acquisition of 20% stake in TMC Women’s Specialist...

Documents

Transcript of Annual Report 2011 - tmclife.com · • Acquisition of 20% stake in TMC Women’s Specialist...