TRC SYNERGY BERHAD - ChartNexus

TRC SYNERGY BERHAD
(413192-D)

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T R C S Y N E R G Y B E R H A D A N N U A L R E P O R T 2 0 0 2
CORPORATE PROFILE
The company was incorporated as a private limited
company in Malaysia under the Companies Act, 1965 on
11 December 1996 under the name TRC Synergy Sdn Bhd.
On 8 January 1997, the company changed its status from a
private limited company to a public company and assumed
the name TRC Synergy Berhad (TRCS). TRCS was listed
on the Main Board of the Kuala Lumpur Stock Exchange
on 6 August 2002 where it offered Public Issue
and Offer For Sale of 16,000,000 and 3,500,000
ordinary shares respectively.
TRCS is principally an investment holding
company while the principal activities of its
subsidiary companies and associated company
are relating to general contracting works.
This includes building and infrastructure
construction, turnkey design and build
contracts, hiring and servicing of vehicles and
construction equipment, manufacturing and
dealing in concrete products, property development
and project management services.
The TRCS group of companies employs over 800
personnels of which more than 15% are in the subprofessional
and professional group. It not only
has the ability to undertake common projects
like roads and building construction but also
specialized mega projects like airports, railway
trackworks, stadium, hospitals and large property
development ventures.
The company’s motto “As one with the nation”
sums up the company’s aspiration to progress in
tandem with the nation’s vision.
Discussion at site office, Gua
Musang, Kelantan
East Malaysia Hospital,
Keningau, Sabah.
Maktab Perguruan Tun Abdul Razak Sarawak
One of the development projects in
Kuala Pilah, Negeri Sembilan.
Construction of road from Pos Blau to Kg.
Kuala Betis, Gua Musang, Kelantan.

T R C S Y N E R G Y B E R H A D A N N U A L R E P O R T 2 0 0 2
NOTICE OF SIXTH ANNUAL GENERAL
MEETING
NOTICE IS HEREBY GIVEN that the Sixth Annual General Meeting of the Company will be held at Damai
Utama Function Hall, Kelab Century Paradise, Jalan Melawati 3, Taman Melawati, 53100 Ulu Klang, Selangor
on Wednesday, 18 June 2003 at 10.00 a.m. for the purpose of transacting the following businesses:-
AGENDA
ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements, Report of the Directors and Report
of the Auditors thereon for the year ended 31 December 2002. Resolution 1
2. To approve the payment of a fi rst and fi nal tax-exempt dividend of 2.5 sen per share for the
year ended 31 December 2002. Resolution 2
3. To approve the payment of Directors’ Remuneration in respect of the year ended 31
December 2002. Resolution 3
4. To re-elect Dato’ Hj Sufri bin Hj Mohd Zin who shall retire as Director of the Company
pursuant to Articles 84 of the Company’s Articles of Association. Resolution 4
5. To re-appoint Messrs Kumpulan Naga as the Auditors of the Company to hold offi ce until the
conclusion of the next Annual General Meeting and to authorize the Directors to fi x their
remuneration. Resolution 5
SPECIAL BUSINESS
To consider and if thought fi t, to pass the following resolution, with or without modifi cation as Ordinary Resolution:-
6. AUTHORITY FOR ALLOTMENT OF SHARES
“THAT subject always to the Companies Act, 1965, the Articles of Association of the
Company and the approvals of the Kuala Lumpur Stock Exchange and other relevant
governmental/regulatory authorities, where such approvals are necessary, the Directors be
and are hereby empowered, pursuant to section 132D of the Companies Act, 1965, to issue
shares in the Company from time to time at such price, upon such terms and conditions,
for such purposes and to such person whomsoever as the Directors may deem fi t provided
that the aggregate number of shares issued pursuant to this resolution does not exceed
10% of the issued share capital of the Company for the time being and that the Director be
also empowered to obtain the approval for the listing and the quotation of the additional
shares so issued on the Kuala Lumpur Stock Exchange and that such authority shall continue
to be in force until the conclusion of the next Annual General Meeting.” Resolution 6
To transact any other business of which due notice shall be given in accordance with the Articles of Association of
the Company and the Companies Act, 1965.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS ALSO GIVEN, that a fi rst and fi nal tax-exempt dividend of 2.5 sen per share for the year ended 31 December
2002, if approved by the shareholders at the forthcoming Sixth Annual General Meeting will be paid on 30 July 2003.
The entitlement date shall be fi xed on 3 July 2003 and a Depositor shall qualify for entitlement only in respect of:-
a) Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 3 July 2003 in respect of ordinary
transfers; and
b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala
Lumpur Stock Exchange.
BY ORDER OF THE BOARD
ABDUL AZIZ MOHAMED (LS 007370)
TANG SWEE GUAN (MIA No. 5393)
Company Secretaries
Selangor Darul Ehsan
23 May 2003
Notes:
1. A proxy may but need not be a member of the Company and the previous of section 149 (1) (b)
of the Act shall not apply to the Company.
2. To be valid the proxy form duly completed must be deposited at the registered offi ce of the
Company not less than forty-eight (48) hours before the time for holding the meeting or any
adjournment thereof.
3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same
meetings.
4. Where a member appoints more than one (1) proxy the appointment shall be invalid unless he
specifi es the proportions of his holdings to be represented by each proxy.
5. Where a member is an authorized nominee as defi ned under the Central Depositories Act, it may
appoint at least one proxy in respect of each Securities Account it holds with ordinary shares of
the Company standing to the credit of the said Securities Account.
6. If the appointer is a corporation, the proxy form must be executed under its Common Seal or
under the hand of its attorney.
EXPLANATORY NOTES TO THE SPECIAL BUSINESS
Ordinary Resolution No. 6 – Authority for allotment of shares
Ordinary Resolution proposed under item 6, if passed, will give power to the Directors of the
Company to issue shares up to a maximum 10% of the issued share capital of the Company for the
time being for such purposes as the Directors consider would be in the interest of the Company.
This would avoid any delay and cost involved in convening general meeting to specifi cally approve
such an issue of shares. This authority, unless revoked or varied at a general meeting, will expire at
the next Annual General Meeting of the Company.
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T R C S Y N E R G Y B E R H A D A N N U A L R E P O R T 2 0 0 2
STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
1. Director who is standing for re-election at the 6th Annual General Meeting of TRC Synergy Berhad:i)
Dato’ Hj Sufri bin Hj Mohd Zin
2. Details of Board of Directors’ Meeting:–
Four (4) Board Meetings were held during the financial year ended 31 December 2002, details of which are set
out in the Statement on Corporate Governance.
3. Particulars of Director standing for re-election at the 6th Annual General Meeting of TRC Synergy Berhad:-
Name Dato’ Hj Sufri bin Hj Mohd Zin
Age 46
Nationality
Malaysian
Position in the Company Executive Chairman/Managing Director
Working experience/
Qualification/Occupation
Other directorship of public companies Nil
Securities holdings in the
Company and its subsidiaries as at
28 April 2003
Family relationship with any director
and/or substantial shareholder of the
Company.
Any conflict of interest with the Company
List of convictions for offences (other than
traffic offences) within the past 10 years
Dato’ Hj Sufri is a graduate of Insititute Teknologi MARA
with a Diploma in Business Studies. He started his career as a
banker with Bank Bumiputera Malaysia Berhad in 1982 before
participating in the building and construction industry in
1984 by incorporating Trans Resources Corporation Sdn Bhd,
presently a wholly-owned subsidiary of TRC Synergy Berhad.
For details, please refer to his profile on page 7 of the Annual
Report.
10,575,000 (15.11%) Direct and 32,400,000 (46.29%) Indirect
shares in the Company.
Nil
None except that he is a substantial shareholder of Andaman
Budi Sdn. Bhd. which is an associated company of Trans
Resources Corporation Sdn. Bhd., a wholly owned subsidiary
of the Company.
Nil

T R C S Y N E R G Y B E R H A D A N N U A L R E P O R T 2 0 0 2
CORPORATE INFORMATION
Board of Directors
Dato’ Hj Sufri bin Hj Mohd Zin
(Executive Chairman/Managing Director)
Abdul Aziz bin Mohamad
(Executive Director)
Rahman bin Ali
(Independent Non-Executive Director)
Noor Zilan bin Mohamed Noor
(Independent Non-Executive Director)
Noor Asiah bte Dato’ Mahmood
(Independent Non-Executive Director)
(Resigned on 24 February 2003)
Company Secretaries
Abdul Aziz bin Mohamed (LS 007370)
Tang Swee Guan (MIA No. 5393)
Registered Offi ce /
Principal Place of Business
Wisma TRC, No. 217 & 218, Jalan Negara 2,
Taman Melawati, 53100 Ulu Klang, Selangor.
Tel No. : 603-41080105 / 603-41080106
Fax No : 603-41080104
e-mail : trc@tm.net.my
Branch Offi ce
Lot 3626, Block 16, KCLD, Taman Timberland,
Lorong Rock 2, 93200 Kuching, Sarawak
Tel No. : 082-239998
Fax No. : 082-421998
Website
www.trc.com.my
Auditors
Messrs Kumpulan Naga
25 Jalan Thamby Abdullah Satu,
Off Jalan Tun Sambanthan, 50470 Kuala Lumpur
Share Registrar
Malaysian Share Registration Services Sdn. Bhd.
7th Floor, Exchange Square, Bukit Kewangan
50200 Kuala Lumpur
Tel No. : 603- 20268099
Fax No : 603-20263736
Principal Bankers
EON Bank Berhad
Malayan Banking Berhad
Arab-Malaysian Merchant Bank Berhad
Affi n Bank Berhad
Solicitors
Messrs Noorzilan & Partners
Messrs C.C. Choo & Co.
Stock Exchange Listing
Kuala Lumpur Stock Exchange
(Main Board)
(Stock No. : 5054)
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T R C S Y N E R G Y B E R H A D A N N U A L R E P O R T 2 0 0 2
FINANCIAL HIGHLIGHTS
AS AT 31 DECEMBER 2002
Balance Sheet (Group) In RM’ 000
Property, plant and equipment 56,421
Other non-current assets 399
Currents assets 231,716
Total tangible assets 288,536
Issued and paid up capital
Share capital 70,000
Reserve 42,658
Shareholders’ fund 112,658
Net tangible assets per share (RM) 1.61
Ratios and statistic
Turnover 303,225
Net profit for the year 17,786
In sen
Earnings per share 37.88
In % of turnover
Operating profit 11
In RM’ 000
No. of ordinary shares 70,000
In times
Gearing ratio (net) 0.71
Current ratio 1.40
FINANCIAL CALENDAR
Financial year end 31 December 2002
Admission to the Main Board of the KLSE 6 August 2002
Announcement of results
2nd quarter results ended 30 June 2002 1 August 2002
3rd quarter results ended 30 September 2002 22 November 2002
4th quarter results ended 31 December 2002 28 February 2003
Audited Financial Statements for the financial year ended 31 December 2002 21 April 2003
Published Annual Report 23 May 2003
Annual General Meeting 18 June 2003

T R C S Y N E R G Y B E R H A D A N N U A L R E P O R T 2 0 0 2
CORPORATE DIARY
29 March
13 May
24 June
6 June
18 July
1 August
6 August
22 November
REVENUE
2 0 0 2
Appointment ( R M M i l l i o n ) of YBhg. Dato’ Hj Sufri
Bin Hj Mohd Zin and En. Abdul Aziz Bin
Mohamad SHAREHOLDERS’ as Managing Director and
Executive FUNDS Director respectively.
( R M M i l l i o n )
EARNINGS
PER SHARE
Appointment ( S e n ) of Puan Noor Asiah Binti
Mahmood, En. Noor Zilan Bin Mohamed
Noor DIVIDEND and En. Rahman Bin Ali as Directors
of PER the Company. SHARE
( S e n )
NET TANGIBLE
The ( R M ) ceremony on ISO 9001:2000
certifi cate presentation to Trans Resources
Corporation Sdn Bhd, a wholly-owned
subsidiary of the Company was held at
Nikko Hotel, Kuala Lumpur.
The signing of the Underwriting
Agreement in conjunction with the listing
of the Company on the Main Board of the
KLSE was held at Renaissance Hotel, Kuala
Lumpur.
The Public Balloting Ceremony in relation
to the listing of the Company on the
Main Board of the KLSE was held at MIDF
Consultancy and Corporate Services Sdn.
Bhd. offi ce premises.
Announcement of the 2nd quarterly
unaudited fi nancial result for the period
ended 30 June 2002.
Listing of the Company on the Main Board
of the KLSE.
Announcement of the 3rd quarterly
unaudited fi nancial result for the period
ended 30 September 2002.
21 February
24 February
28 February
2 0 0 3
Executive Chairman delivering his
speech during ISO 9001:2000 certificate
presentation.
Submission of Semi-Annual
Returns as at 31 December 2002
12,000 to the KLSE.
12,000 i) Resignation of Pn. Noor Asiah
Binti Mahmood as Director of the
Company and also as Chairman
of the Audit Committee.
12,000
ii) Appointment of En. Noor Zilan
Bin Mohamed Noor as Chairman
of Audit Committee.
12,000
Announcement of the 4th
12,000 quarterly unaudited fi nancial
result for the year ended 31
December 2002.
Gong hitting during Listing Ceremony
The signing of the Underwriting
Agreement, 6 June 2002
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T R C S Y N E R G Y B E R H A D A N N U A L R E P O R T 2 0 0 2
BOARD OF DIRECTORS’ PROFILE
Dato’ Hj Sufri Bin Hj Mohd Zin
(Executive Chairman/ Managing Director)
Dato’ Hj Sufri Bin Hj Mohd Zin, Malaysian, aged 46, was
appointed as the Managing Director of TRC Synergy
Berhad (“TRC” or “the Company”) on 29 March 2002
and subsequently redesignated as Executive Chairman /
Managing Director on 13 May 2002. He is also currently
the Managing Director of the TRC Group of Companies. He
graduated from Institute of Teknologi MARA (“ITM”)in 1982
with a Diploma in Business Studies. He started his career as
a banker with Bank Bumiputera Malaysia Bhd in 1982. His
inherent perseverance and unique business acumen led him
into the building and construction industry in 1984. YBhg
Dato’ Hj Sufri is a member of the Audit Committee. During
the Financial year ended 31 December 2002, he attended all
of the four (4) Board Meetings.
He does not have any personal interest in any business
arrangement involving the Company, except that he is a
substantial shareholder of Andaman Budi Sdn Bhd which is
an associated company of Trans Resources Corporation Sdn.
Bhd., a wholly owned subsidiary of the Company.
Encik Abdul Aziz Bin Mohamad
(Executive Director)
Encik Abdul Aziz Bin Mohamad, Malaysian, aged 44, was
appointed as an Executive Director of the Company on
29 March 2002. He joined TRC Group as a Senior Contract
Executive in 1994 and was later promoted to Deputy
General Manager (Contracts) in 1997. He graduated from
Trent Polytechnic in Nottingham, England in 1983. He is
a Quantity Surveyor by profession and a member of the
Institution of Surveyors, Malaysia. He started his career as
an Assistant Quantity Surveyor in England with Rider Hunt
and Partners in 1982. He later joined Jabatan Kerja Raya
(JKR) Kuala Lumpur in 1983 as a Quantity Surveyor where
he administered the contractual aspects of projects. En.
Aziz attended all of the four (4) Board Meetings held
during the fi nancial year ended 31 December 2002.
He does not have any personal interest in any business
arrangement involving the Company, except that he is
a shareholder of Andaman Budi Sdn. Bhd. which is an
associated company of Trans Resources Corporation Sdn.
Bhd., a wholly owned subsidiary of the Company.

T R C S Y N E R G Y B E R H A D A N N U A L R E P O R T 2 0 0 2
En. Rahman Bin Ali
(Independent, Non–Executive Director)
En. Rahman Bin Ali, Malaysian, aged 46, was appointed as a
Director of the Company on 13 May 2002. He graduated from
University of Malaya in 1982 with a Degree in Accounting. He is
currently a Chartered Accountant of the Malaysian Institute of
Accountants. He started his career as a credit offi cer with Bank
Bumiputera Malaysia Berhad in 1982. He left the bank in 1986
to set up his own management consultancy company under
the name of Advance Management Services in 1986 before
becoming a Branch Manager with a public accounting fi rm,
Sahir and Co. in 1990. In 1994, he set up his own accounting
fi rm by the name A. Rahman & Associates and later became
a partner of Omar Arif, A.Rahman & Associates in 1996. En.
Rahman is a member of the Audit Committee, Nomination
Committee and Remuneration Committee. He attended all the
four (4) Board Meeting held during the fi nancial year ended 31
December 2002.
Encik Noor Zilan Bin Mohamed Noor
(Independent, Non–Executive Director)
Encik Noor Zilan Bin Mohamed Noor, Malaysian, aged 43, was
appointed as a Director of the Company on 13 May 2002. He
graduated from ITM in 1983 with a Diploma in Law. He then
joined United Malayan Banking Corporation as a Trainee
Executive Offi cer before pursuing for further studies in the
United Kingdom in 1984 and graduated from City of London
Polytechnics with LLB (Hons) majoring in Business Law in 1987.
Subsequently, he went on to read Law at Lincoln’s Inn and
was called to the English Bar in 1988 and upon returning to
Malaysia he was then called and admitted to the Malaysian Bar
in 1989 as an Advocate & Solicitor. He then worked as a Legal
Assistant before starting his own law fi rm in 1991 and is now
a Senior Partner with an established law fi rm in Kuala Lumpur
specializing in the area of Corporate Law, Banking, Building
and Construction Law apart from civil & criminal litigation. En.
Noor Zilan is the Chairman to the Audit Committee, Nomination
Committee and Remuneration Committee. He attended all of
the four (4) Board Meeting held during the fi nancial year ended
31 December 2002.
Note:-
Save as disclosed above,
1) none of the Directors have:i)
any family relationship with any director and/or substantial shareholders of the Company;
ii) any confl ict of interest with the Company; and
iii) any conviction for offences (other than traffi c offences) within the past ten (10) years.
2) none of the Directors holds directorship in other public companies.
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