MEGB AnnualReport2012

Masterskill Education Group Berhad
ANNUAL REPORT 2012

EMBARKING ON NEW HORIZONS
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MASTERSKILL EDUCATION GROUP BERHAD
(Company Number: 746920-M)
MAIN CAMPUS - CHERAS SELANGOR
G-8, Jalan Kemacahaya 11, Taman Kemacahaya,
Batu 9, 43200 Cheras, Selangor Darul Ehsan, Malaysia.
Tel: 603-9080 5888 Fax: 603-9080 1995
E-mail: info@masterskill.edu.my
CONTENTS
FINANCIAL CONTENTS
10
Directors
Profle
52
Analysis of
Shareholdings
66
Notes to
The Financial
Statements
04
Corporate
Information
35
Statement on
Risk Management
And Internal
Control
17
Academic
Management
Team

61
Statements of
Proft or Loss
and Other
Comprehensive
Income
02
Corporate
Highlights
25
Statement on
Corporate
Governance
14
Academic -
Upgraded And
Repositioned
56
Directors
Report
64
Statements of
Cash Flows
06
Chairmans
Message
38
List of
Properties
05
Corporate
Structure
37
Additional
Compliance
Information
22
Corporate
Social
Responsibility
18
Major
Events
62
Statements
of Changes in
Equity
16
University
(AMU)
Council of
Trustees
60
Statements of
Financial Position
03
Financial
Highlights
32
Audit
Committee
Report
110
Independent
Auditors
Report
Form of
Proxy
112
Notice of
Annual General
Meeting
109
Statement by
Directors
108
Supplementary
Information
02
Masterskill Education Group Berhad / Annual Report 2012
CORPORATE
HIGHLIGHTS
Masterskill Education Group Berhad (MEGB) is a leading
operator in Allied Health and Non Allied Health in Malaysia,
principally engaged in the provision of higher education and
training in nursing, medical and allied health via its subsidiary
company.
MEGB encompasses two associate institutions, i.e. aSIA
Metropolitan University (AMU) that offcially attained university
status in 2012 and Masterskill Global Colleges (MGC) that was
registered with the Ministry of Higher Education in 2004.
As the premier provider of holistic education in Allied Health
and Non Allied Health in the country, MEGB aims to meet the
human capital needs of the world. We prepare our students to
function effectively in multifaceted roles in a variety of settings to
promote the health and well-being of every individual and strive
to build an inquisitive mind, motivate academic excellence as well
as foster lifelong learning in all our students.
AMU is strategically located throughout Malaysia operating three
(3) campuses in Cheras and Petaling Jaya, Selangor as well as Seri
Alam, Johor Bharu. The MGC campuses are located in Ipoh, Perak;
Kota Bharu, Kelantan; Kuching, Sarawak and Kota Kinabalu, Sabah.
The Group has an active student base of 8,643 students as at
end of 2012.
Total assets at RM519 million.
Shareholders equity stood at RM422 million.
To further increase shareholders value and return, the Group
has expanded into the non-health science programmes
beginning 2012 in offering programmes in relation to business.
Beginning 2013 more programmes will be introduced in the
areas of hospitality and tourism, information, communication
and technology as well as engineering. On the international
expansion, the Company will focus on the franchising method
and recruitment of international student across Asia Pacifc.
03
FINANCIAL
HIGHLIGHTS
REVENUE BREAKDOWN
(RM million)
REVENUE BREAKDOWN
(RM million)
EBITDA (RM million)
2012
2008
2009
2010
2011
90.0
123.7
131.6
64.4
(9.2)
PAT (RM million)
2012
2008
2009
2011
72.1
97.4
38.1
(28.2)
102.1
2010
PBT (RM million)
2012
2008
2009
2011
2010
80.1
112.3
118.0
43.0
(35.4)
Foundation
Diploma
Degree
2012
2008
2009
2010
2011
1.2
(0.8%)
202.9
(100%)
271
(99.1%)
1.9
(0.7%)
0.5
(0.2%)
2.0
(0.6%)
2.4
(1.0%)
306.9
(97.2%)
232.9
(93.1%)
14.9
(6.0%)
16.7
(11.2%)
6.8
(2.2%)
130.9
(88.0%)
2012
2008
2009
2010
2011
202.9
273.4
315.7
250.2
148.8
REVENUE BREAKDOWN
(RM million)
Registration , processing fees and others
Nursing
Allied Health
2012
2008
2009
2010
2011
103.7
(70%)
9.5
(6%)
13.8
(5%)
124.8
(61%)
16.0
(9%)
185.2
(66%)
200.4
(63%)
164.5
(66%)
9.5
(4%)
2.3
(1%)
62.1
(30%)
78.7
(28%)
101.5
(32%)
76.2
(30%)
42.8
(29%)
04
CORPORATE
INFORMATION
BOARD OF DIRECTORS
YTM Tunku Dato Seri Kamel
Bin Tunku Rijaludin
(Independent Non-Executive Chairman)
Siva Kumar a/l M Jeyapalan
(Executive Director)
Dato Sri Dr. Santhara Kumar a/l
Ramanaidu (also known as Dato Sri
Dr. Edmund Santhara)
(Non-Independent Non-Executive Director)
Datuk Kamarudin Bin Md. Ali
(Independent Non-Executive Director)
Richard Todd Scanlon
(Non-Independent Non-Executive Director)
(Alternate Director to Richard Todd Scanlon
- Lim Yong Chye Lawrence)
Wisun Soon
(Senior Independent Non-Executive
Director)
Mathuraiveran a/l Marimuthu
AUDIT COMMITTEE
(Chairman)
Wisun Soon
(Member)
(Member)
REMUNERATION COMMITTEE
Bin Tunku Rijaludin
(Chairman)
(Member)
Wisun Soon
(Member)
NOMINATING COMMITTEE
Wisun Soon
(Chairman)
Bin Tunku Rijaludin
(Member)
(Member)
COMPANY SECRETARY
Jasmindar Kaur a/p Sarban Singh
(MAICSA 7002687)
AUDITORS
Messrs KPMG
Level 10, KPMG Tower
8, First Avenue
Bandar Utama
47800 Petaling Jaya
Selangor Darul Ehsan
Malaysia.
Tel : (603)-7721 3388
Fax : (603)-7721 3399
REGISTERED OFFICE
(Company No : 746920-M)
B-13-15, Level 13, Menara Prima Tower B
Jalan PJU 1/39, Dataran Prima
47301 Petaling Jaya
Tel No : (603)-7491 4318
Fax No : (603)-7887 2318
HEAD OFFICE
G-8, Jalan Kemacahaya 11
Taman Kemacahaya, Batu 9
43200 Cheras, Selangor Darul Ehsan
Malaysia
Tel : (603)-9080 5888
Fax : (603)-9080 1995
SHARE REGISTRAR
Symphony Share Registrars Sdn. Bhd.
Level 6, Symphony House
Pusat Dagangan Dana 1, Jalan PJU 1A/46
47301 Petaling Jaya, Selangor Darul Ehsan
Malaysia
Tel : (603)-7841 8000
Fax : (603)-7841 8151/8152
PRINCIPAL BANKER
CIMB Bank Berhad
CIMB Islamic Bank Berhad
AmIslamic Bank Berhad
SOLICITOR
BH Lawrence & Co
STOCK EXCHANGE LISTING
Main Market of Bursa Malaysia
Securities Berhad
(Listed since 18 May 2010)
(Stock code: 5166)
05
CORPORATE
STRUCTURE
MASTERSKILL CAMPUS
MANAGEMENT SDN. BHD.
(100%)
MASTERSKILL INTERNATIONAL
INCORPORATED
(100%)
VALENCIA EDUCATION
GROUP SDN. BHD.
(fka Masterskill Worldwide
Management Sdn. Bhd.)
(70%)
ASPIRATION ACHIEVERS
NETWORK SDN. BHD.
(fka Unihealth Education
Group Sdn. Bhd.)
(100%)
MASTERSKILL (M)
SDN. BHD.
(100%)
MUCH Sdn. Bhd.
Masterskill Resources Sdn. Bhd.
Medic Express Sdn. Bhd.
Masterskill Physiotherapy and
Rehabilitation Centre Sdn. Bhd.
Masterskill Dialysis Sdn. Bhd.
Masterskill International Sdn. Bhd.
Unihealth (M) Sdn. Bhd.
Masterskill Gerontology Sdn. Bhd.
100%
100%
100%
100%
100%
100%
100%
100%
06
CHAIRMANS
MESSAGE
On behalf of the Board of Directors, I present
the Annual Report of the MEGB for the fnancial
year ended 31 December 2012.
Bin Tunku Rijaludin
07
The Group has practiced continuous improvement in the
development of education through research and practicing
the best methods as well as providing quality educational
services through the latest facilities and partnerships with global
institutions that share our passion and beliefs.
PERFORMANCE REVIEW
The groups revenue took a dip as opposed to the preceeding
year. The revenue for 2012 stood at RM148.8 million as compared
to RM50.2 million in 2011. The EBITDA for the year 2012 closed
at a loss of RM9,205 as opposed to RM64,402 for 2011.
The shortfall in student enrollment caused the decline in
revenue. The Groups fnancial performance for the year was bad,
however our balance sheet is strong to weather the challenges.
Against this backdrop, the Company will moderately expand
business through overseas student recruitment, international
school initiative and foreign partnership.
OPERATIONAL REVIEW
I am delighted to report that the launching of MEGBs new
fagship campus in Petaling Jaya, Selangor that will mark our
commitment to provide higher quality learning opportunities for
Malaysians.
The full-fedged campus is equipped with state of the art facilities
to provide a range of academic courses, particularly in niche
management areas.
As for the year under review, the decline in profts was mainly
due to lower student enrolment. There were many hurdles
that the group had to overcome and the relentless struggles to
overcome these obstacles are still ongoing.
The PTPTN loan scheme which was reduced from RM60,000
to RM45,000 for each diploma students is just one of the many
hurdles in the path of the Group.
The decision by the Malaysian Nursing Board to increase
the minimum entry requirement for the diploma in nursing
programme from 3 credits to 5 credits at the Sijil Pelajaran
Malaysia (SPM) was another underlining factor to the obstacles
faced by MEGB.
As MEGB realized the blistering change in the pace of the macro
environment, the Group endeavored to rise to the challenge that
would take MEGB to a higher plateau in the educational front.
With the recent signing of the MoU between Dr. Lyndon Jones,
the Founder Chairman of the Association of Business Executives
(ABE), UK with MEGB, AMU and MGC are now able to open
their doors to students across Malaysia who are intending to
pursue their Certifcates to Graduate Diploma levels in ABE
which allow students to pursue an MBA qualifcation.
08
The signing of the MoU on the 17, December 2012 has opened
the window of opportunity for AMU and MGC students
intending to pursue their studies in the UK after the completion
of their ABE diploma or higher diploma. The ABE qualifcation is
recognized by more than 80 universities across the globe.
Another major milestone is that AMU has now joined the ranks
of premier institutions around the world that have committed
themselves in providing top notch facilities at the AMU Campus.
It is our steadfast belief that our delivery of quality education
needs to be supported with good facilities for the students. By
achieving this Premier Status, awarded by Accreditation Services
for International Schools, Colleges & Universities (ASIC), UK.
MEGB has become one of the selected universities in Malaysia
that has achieved this recognition.
AMU has also been given the recognition as one of the private
university recognized by the China Government. This recognition
has opened AMU doors for China students to purse their studies
at AMU Campuses that is in tandem with the Groups strategy to
bring in more international students to its campuses.
The Groups contributions go beyond plain fnancial objectives
and educational opportunities. The Group actively encourages its
employees to support and participate in the various community
service projects and philanthropic activities. MEGB for the year
2012 had also continuously participated in numerous Corporate
Social Responsibility (CSR) activities to make the world a better
place for the future generations.
DIVIDENDS
During the year, the Group paid total dividends of RM65.7 million
or 16 sen per share.
PROSPECTS
Over the recent year, the Group has undergone many changes
including a major restructuring exercise and re-branding. We
are now proudly known as aSIA Metropolitan University and
Masterskill Global Colleges.
CHAIRMANS
MESSAGE
09
The University is now offering foundation, diploma and bachelors
degree programme until post-graduate level in business related
programme and not just focused on healthcare. In 2013, the
University will expand its programme offerings into Computing
and Smart Technology, Hospitality and Tourism as well as
partnership with foreign universities for engineering, sports
science, dementia studies and others.
Another major initiative embarked by the Company is the
international school. The Ministry of Education Malaysia has
granted one of the company subsidiary the license to operate an
international school. The Ipoh campus has been earmarked as the
site for the international school.
The current fnancial year will be an exciting one which offers
both anticipated and unprecedented challenges. The Group has
begun its operations as a University and will offer new felds
of programmes. We are also stepping up efforts to intensify
research and development to further cater to the demands of
post graduate students in the fast paced education sector.
The Groups steadfast determination and collaboration between
the industry leaders has enabled MEGB to achieve rapid
transformation over the recent years. The Group is confdent of
achieving greater success in providing quality education with a
strong foundation that we have fostered thus far.
APPRECIATION
Therefore on behalf of the Board, I wish to extend my sincere
appreciation to our valued Board of Directors, the shareholders,
the staff and the management for the undying commitment and
selfess dedication to the Group.
I also like take this opportunity to thank Dato Sri Dr. Edmund
Santhara for his valuable contribution to the Group. He has
choosen to step down as the Group Chief Executive Offcer
and pursue his personal interest. We wish him all the best. We
welcome Mr. Siva Kumar as the Executive Director, responsible for
managing the daily operations of the Group and its subsidiaries.
YTM Tunku Dato Seri Kamel Bin Tunku Rijaludin
Chairman
10
DIRECTORS
PROFILE
10
YTM TUNKU DATO SERI KAMEL BIN
TUNKU RIJALUDIN
Independent Non-Executive Chairman
YTM Tunku Dato Seri Kamel Bin Tunku Rijaludin, Malaysian, aged 59, was
appointed as a Non-Executive Director of the Company on 26 May 2008
and on 29 January 2010, he was re-designated as Independent Non-
Executive Chairman of the Company. He is also the Chairman of the
Remuneration Committee and a member of the Audit Committee and
Nominating Committee of the Company.
He graduated with a Bachelor of Science (Honours) degree in Forestry
in 1979 and a Master of Business Administration in 1981 from the
University of Tennessee, Knoxville, USA.
He started his career in 1981 as a management consultant in Sycip
Gorres & Velayos - Kassim Chan. In 1983, he joined Kedah Cement Sdn.
Bhd. and worked in the purchasing department until he was appointed
as a manager of international sales. In 1990, he left Kedah Cement Sdn.
Bhd. to join Asli Jardine Insurance as a general manager. From 1995 to
2002, he served as the Chairman of Dagang Net Technologies Sdn. Bhd.,
an information technology company which specialises in managing port,
logistics and customs related e-transactions.
Currently he is a director of Dwitasik Sdn. Bhd., a diversifed company
and he is also the Chairman of QC Protection & Investigation Services
Sdn. Bhd. which is involved in the security services industry. He is also an
Independent Non-Executive Chairman of Amtel Holdings Berhad and
also sits on the Board of other private companies.
SIVA KUMAR A/L M JEYAPALAN
Executive Director
Siva Kumar a/l M Jeyapalan, Malaysian, aged 42, was appointed as a
Non-Independent Non-Executive Director of the Company on 15 April
2013 and subsequently re-designated to an Executive Director on 17
April 2013.
He graduated from the University Technology Malaysia as a Bachelor of
Mechanical Engineering.
He is currently a director of his family owned company and manages his
own investments in various private and listed companies. An engineer by
profession, he has worked with Accenture, an international management
consulting company as an analyst between 1994 to 1996. He later joined
AmInvestment Bank Berhad as Assistant Manager, Corporate Finance
until 2001 with main responsibilies in corporate and fnancial advisory
involving Mergers & Acquisitions, Initial Public Offering, Corporate
Restructuring and Fund Raising. Since 2002, Mr. Siva via his family owned
company has been a substantial shareholder in various private and public
companies. He was a Director in Masterskill (M) Sdn. Bhd. in 2006.
11
DATO SRI DR. EDMUND SANTHARA
Non-Independent Non-Executive Director
Dato Sri Dr. Edmund Santhara, Malaysian, aged 42, was appointed as an
Executive Director on 26 May 2008 and re-designated as Group Chief
Executive Offcer (GCEO) on 1 January 2010. He was subsequently
resigned as the Group CEO and re-designated as a Non-Independent
Non-Executive Director on 17 April 2013.
He graduated in 1994 with a Bachelor of Business Administration
(Honours) second class upper from National University of Malaysia
(UKM). He subsequently obtained a Master of Business Administration
from University of Strathclyde, Scotland in 1998. He also obtained a
Postgraduate Diploma in Marketing from the Chartered Institute of
Marketing (CIM), United Kingdom in 1999. He obtained a Doctorate
in Business Administration from University of Newcastle, Australia in
2011. He is currently pursuing his Executive Master Degree in Clinical
Approaches to Management in INSEAD, Singapore.
Dato Sri Dr. Edmund Santhara was admitted as a member of the
Malaysian Institute of Management in 1999 and elevated to fellow
member (FMIM) in 2011. In 2007, he was admitted as a member of the
Malaysian Institute of Human Resource Management and the Chartered
Institute of Marketing, Malaysia and elevated to fellow member (FCIM &
FMIHRM) in 2011. In 2007, he was also admitted as an associate member
of the Harvard Business School Alumni Club of Malaysia after completing
the ASEAN Senior Management Development Programme. As an
alumnus of University of Strathclyde, Glasgow in Scotland, he was elected
as the President of the University Strathclyde Alumni of Malaysia in 2011.
A successful entrepreneur, Dato Sri Dr. Edmund Santhara brings with
him over 12 years experience in marketing, marketing development
and competitive intelligence having held many key positions in the
previous organisations in Information Technology and Higher Education
Industry prior to joining Masterskill Group. He was a member of senior
management in one of the largest Information Technology University in
Malaysia. He joined Masterskill (M) Sdn. Bhd. (Masterskill), a wholly-
owned subsidiary of the Company in October 2004 as Director
of Business Development, where his duties included enhancing the
Companys business opportunities and development to spur growth.
He conceptualised, planned, implemented and managed projects
which eventually boosted Masterskills revenue. In January 2005, he
was promoted to the position of Chief Operating Offcer where he
was responsible for the overall management of Masterskill including
formulating company policies, rules and regulations. In September
2005, he became the Chief Executive Offcer of Masterskill, responsible
for delivering and driving revenue growth, mobilising the business,
implementing international franchise models, executing the Companys
overall management policies and guidelines, leading the overall business
activities and supervising the overall management of Masterskill. He
resigned as a Director of Masterskill on 18 April 2013.
He was named Malaysias Ernst & Young Emerging Entrepreneur of the
Year 2007 and simultaneously won the Malaysian Entrepreneur of the
Year award to represent Malaysia in Monte Carlo at the Ernst & Young
World Entrepreneur of the Year Award. He was also selected to receive
the 2007 National Youth Award (Special Category) from the Prime
Minister of Malaysia on the National Youth Day. In November 2008,
he represented Malaysia in the Creative Young Entrepreneur Award
competition at the Junior Chamber International World Congress in New
Delhi and won the world award. In 2009, he was awarded the Brand
Personality Award by the Asia Pacifc Brands Foundation and The Brand
Laureatte.
Recognized for his exceptional entrepreneurship, he was awarded the
Outstanding Entrepreneur of the Year in the 1Malaysia Entrepreneur
Awards in 2010. In November 2011, Dato Sri Dr. Edmund Santhara was
honoured as one of the Junior Chamber International Ten Outstanding
Young Persons of the World, awarded by Junior Chamber International at
the JCI World Congress in Brussels, Belgium.
Dato Sri Dr. Edmund Santhara currently serves as the President and the
Founder of the Malaysian Intellect Development Foundation (MIDF), a
position he has held since 2007. Having the passion for Chess, he has also
been serving as the President of the Kuala Lumpur Chess Association
(KLCA) since 2010.
12
DIRECTORS
PROFILE
DATUK KAMARUDIN BIN MD. ALI
Independent Non-Executive Director
Datuk Kamarudin Bin Md. Ali, Malaysian, aged 62, is an Independent
Non-Executive Director of the Company and was appointed on 26 May
2008. He is also the Chairman of the Audit Committee and a member
of the Nominating Committee and Remuneration Committee of the
Company.
In 1976, he graduated with a Bachelor of Science (Honours) in Mechani-
cal Engineering from the University of Strathclyde in Glasgow, Scotland
and subsequently obtained a Master of Science in Thermodynamics from
the University of Birmingham, United Kingdom in 1980.
He started his career with the Royal Malaysian Police (the RMP) in
1970 and has during his tenure with the RMP gained over 30 years
experience, knowledge and skills in logistic and fnance management,
manpower development, strategic planning, training and development,
recruitment and selection, career development and crime prevention
through a wide range of command posts and managerial capacities. He
was the Chief Police Offcer of Kuala Lumpur and Johor with the rank of
Deputy Commissioner. In 2001, he was selected to attend a one (1) year
post-graduate programme at the prestigious Royal College of Defence
Studies, United Kingdom. He was subsequently promoted to the rank of
Police Commissioner and held the position of Director of Management
before retiring from the RMP in 2006.
He is active in non-governmental organisations and is noted for his con-
tributions in the Malaysian Crime Prevention Foundation of which he is
one of the three Vice Chairmen.
He is a director of ECM Libra Financial Group Berhad, Ann Joo Resource
Berhad, Libra Invest Berhad, Gabungan AQRS Berhad and various other
private limited companies.
MATHURAIVERAN A/L MARIMUTHU
Independent Non-Executive Director
Mathuraiveran a/l Marimuthu, Malaysian, aged 50, was appointed as an
Independent Non-Executive Director of the Company on 1 July 2012. He
is also a member of the Audit Committee of the Company.
He graduated with a Bachelor of Business Administration (Accounting),
Memphis State University, Memphis, Tennessee, USA and obtain the MBA
(Finance), School of Management, University of Hull, U.K. He is also a
Certifed Internal Auditor (CIA), USA, and a Chartered Accountant (CA).
He was the President of The Institute of Internal Auditors (IIA) Malaysia
in 1997/98. He has over 25 years of professional experience in Internal
Auditing, External Auditing, Commerce, and Consulting. His last position
in the corporate world was General Manager, Internal Audit of a public
listed company which was part of a large conglomerate in Malaysia, taking
charge of Internal Audit, Risk Management and Quality Management. He
has been involved in bringing the Certifed Internal Auditor Examination
to Malaysia. He is currently the Managing Director of Beam Group of
Companies and sits in unlisted Boards. He is a member of Malaysian
Institute of Accountants and The Institute of Internal Auditors Malaysia.
WISUN SOON
Senior Independent Non-Executive Director
Wisun Soon, Malaysian, aged 44, was appointed as an Independent
Non-Executive Director of the Company on 24 April 2012. He was
re-designated as a Senior Independent Non-Executive Director of the
Company and appointed as the Chairman of the Nominating Committee
on 22 October 2012. He is also the member to the Audit Committee
and Remuneration Committee of the Company.
He graduated from the University of Technology Sydney, Australia with
honours in Finance and Economics in 1992.
He started his career in 1993 as a Corporate Finance Executive in
Arab-Malaysian Merchant Bank Berhad (now known as AmInvestment
Bank Berhad). He was responsible in corporate advisory which involves
advising companies for initial public offerings, mergers and acquisitions
and corporate restructurings. He joined the KAF Group in 2004 where
he was responsible to engage the Group in its transformation from a
discount house into a fully licensed investment bank. This was successfully
done in 2006 and enabled him to form and head the Corporate Finance
Department.
He stayed with the KAF Group until February 2012 where he left to
join various organisations and businesses in the capacity of adviser or
director. He is currently a director in various private limited companies
and a trustee in Malaysian Intellect Development Foundation (MIDF).
13
Notes:
Family Relationship Save for Dato Sri Dr. Santhara Kumar a/l Ramanaidu
whose wife namely Datin Sri Carline a/p A. Johnson DCruz is a substantial
shareholder of the Company, none of the Directors had any family relationship
with any director and/or major shareholders of the Company.
Confict of Interest None of the Directors has any confict of interest with
the MEGB Group.
Conviction of offences None of the Directors has been convicted for
offences within the past 10 years other than traffc offences, if any.
Attendance at Board Meetings The attendance of the Directors at Board of
Directors Meeting is disclosed in the Statement on Corporate Governance.
RICHARD TODD SCANLON
Non-Independent Non-Executive Director
Richard Todd Scanlon, American, aged 44, is a Non-Independent
Non-Executive Director of the Company and was appointed on 18
October 2006.
He was a founding and co-managing partner of Crescent Point Group.
He is a director and shareholder of various Crescent Point Group
companies and their portfolio investments. In this capacity, he represents
the interests of two of our direct shareholders, namely Asia Healthcare
Holdings I, Ltd and Masterskill Holding Ltd.
Prior to co-founding Crescent Point Group in 2003, he worked in the
investment banking divisions of Credit Suisse First Boston in New York
and Singapore and Morgan Stanley in Singapore where he was involved
in all functions associated with corporate fnance, fnancial and strategic
advisory and fnancial product origination. He graduated with a Bachelor
of Arts (cum laude) with a major in Art (Architectural Emphasis) and a
minor in Physics and Structural Engineering in 1993 from Middlebury
College, Vermont, USA.
LIM YONG CHYE LAWRENCE
(Alternate Director to Richard Todd Scanlon)
Lim Yong Chye Lawrence, Singaporean, aged 44, was nominated as an
alternate Director to Mr. Richard Todd Scanlon, a Non-Independent Non-
Executive Director of the Company on 12 March 2012.
He is a certifed accountant and fellow member of the Association of
Chartered Certifed Accountant (United Kingdom), Certifed Public
Accountant Singapore and Member of the Institute of Certifed Public
Accountants of Singapore (Singapore) and a Chartered Financial Analyst
(United States) - CFA.
He started his career in 1994 in the Assurance and Business Advisory
division of PricewaterhouseCoopers. He joined the Investment Banking
Division of Mizuho Financial Group in 1997 where he was involved in
mergers and acquisitions and corporate restructuring projects in Asia. He
was the Manager of PricewaterhouseCoopers Corporate Finance Pte
Ltd from 1999 to 2003. He then joined DBS Bank Limited, Private Equity
(DBS Private Equity) as a Vice President, a position he held till 2006 and
was responsible for the day-to-day running of DBS Private Equitys direct
investment and fund-of-funds portfolio. As at the date of the Companys
Annual Report, he is the Chief Financial Offcer of Crescent Point Group
responsible for the fnance, structuring and tax aspects of its global
investment portfolio. He also manages Crescent Point Groups fnance
and administration affairs generally.
14
2012 marked a year of many achievements for us, the most
signifcant of which was the approval from the Ministry of Higher
Education Malaysia (MoHE) for our university college, Masterskill
University College of Health Sciences (MUCH), to be upgraded
to a full-fedged university in October. With this upgrading, we
took the opportunity to refocus and reposition our university
from being purely health sciences and domestic market focused
to being multidisciplinary and international in orientation. aSIA
Metropolitan University, while shaped from the strengths and
legacies of MUCH, is transformed and fortifed by our passion
and vision to deliver relevant and high quality higher education
for domestic and international students in various disciplines.
Chronologically, our milestones for the year include:
For the frst time in our history, we launched two
postgraduate programmes by coursework, Master of Science
in Healthcare Management and Postgraduate Certifcate in
Teaching Methodology with the inaugural intake in March.
Proposal on Self Nano Emulsifying Geftinib Capsules in
the Treatment of Non Small Cell Lung Cancer (NSCLC):
Formulation and Bioavailability Studies for the Fundamental
Research Grant Scheme (FRGS) in the sum of RM64,600 was
approved by MoHE [FRGS/1/2012/SKK02/MUCH/03/04]
on 5 April 2012.
We went through a name change for our university college
and colleges as approved by MoHE in May 2012. The initial
name change for our university college was temporary given
the upgrading to a full-fedged university in October. In line
with the rebranding and repositioning strategy, our colleges
are now known as Masterskill Global College Ipoh, Kota
Kinabalu, Kota Bharu and Kuching.
Three programmes under the School of Business and Law
were launched. Foundation in Business Studies and Diploma
in Business Administration had their inaugural intakes
on 8 October 2012 and Bachelor of Science in Business
Administration had its frst intake on 17 September 2012.
ACADEMIC - UPGRADED
AND REPOSITIONED
MUCH was offcially upgraded to aSIA Metropolitan
University (AMU) on 12 October 2012.
Proclamation of the third Pro Chancellor of AMU and
Convocation 2012 were held at Putrajaya International
Convention Centre (PICC) on 18 to 20 October 2012.
On this occasion, Dr. Devi Prasad Shetty, a world renowned
cardiac surgeon in Bangalore and Chairman of the Narayana
Hrudalayalaya Group of Hospitals was appointed as the
third AMU Pro Chancellor. Convocation 2012 celebrated
5,675 graduands with a total of 2,147 graduands/certifcate
holders for AMU and a total of 3,528 graduands for MGC
Ipoh, Kota Bharu and Kota Kinabalu as shown in Exhibit 1.
Exhibit 1. Convocation 2012 Total Number of Graduands/
Certifcate Holders by Institution
(18 October 2012 20 October 2012)
Institution Programme
Number of
Graduands/
Certifcate
Holders
AMU
AMU
Bachelor 106
Diploma 2,016
Foundation 25
Total 2,147
MGC
MGC Ipoh All programmes 929
MGC Kota Bharu All programmes 1,123
MGC Kota Kinabalu All programmes 1,476
MGC Kuching Nil Nil
Total 3,528
Grand Total 5,675
14
15
With Convocation 2012, the cumulative number of
graduands/certifcate holders that we have produced is as
shown in Exhibit 2.
Exhibit 2. Cumulative Number of Graduands/Certifcate
Holders from 2007 to 2012 by Institution
No Institution
Total Number of
Graduands/Certifcate
Holders
1 AMU Cheras 13,737
2 AMU Johor Bahru 34
3 MGC Ipoh 1,740
4 MGC Kota Bharu 1,302
5 MGC Kota Kinabalu 2,002
6 MGC Kuching 0
Total 18,815
AMU is recognized by the China Government as one of
the 71 Malaysian universities or university colleges for China
students to study at. With this recognition, AMU is poised
to receive international students from China specifcally to
fulfll our strategic move for internationalization.
To fully actualize on our strategic thrusts for diversifcation
and internationalization, we had developed and submitted
to the Malaysian Qualifcations Agency (MQA) for approval
of several new academic programmes as shown in Exhibit 3.
Exhibit 3. New Academic Programme Submission to MQA
No Programme
Date
Submitted to
MQA
1 Diploma in Hospitality Management 3/9/2012
2 Diploma in Medical Assistant 16/6/2012
3 Bachelor in Accounting 1/8/2012
4 Bachelor in Banking & Finance 13/12/2012
5 Bachelor in Sports Management 13/12/2012
6 Bachelor in Entrepreneurial
Leadership 13/12/2012
7 Bachelor in International Business 13/12/2012
8 Master of Business Administration 14/8/2012
9 PhD (Doctor of Philosophy) in
Management 5/9/2012
10 Doctorate In Business Administration 19/9/2012
11 Bachelor of Art (Hons) Mass
Communication 21/2/2013
12 Foundation in Engineering 31/1/2013
13 Diploma in Security and Safety
Management 1/3/2013
With the successful upgrading of AMU and the repositioning of
both AMU and MGC in 2012, our institutions are poised to grow
and expand their presence in the Malaysian higher education
landscape. The dynamic and increasingly competitive environment
is organically addressed through our continuous commitment to
quality and relevance to the industry requirements. We have been
and we shall continue to uphold our vision in achieving global
leadership in producing competent and dynamic professionals
across the different industries.

15
YTM RAJA DATO SERI AZUREEN
SULTAN AZLAN SHAH
Chancellor of aSIA Metropolitan University (AMU)
16
UNIVERSITY (AMU)
COUNCIL OF TRUSTEES
Dato Sri Dr. Edmund Santhara
Trustee
(Chairman)
Tan Sri Dato Alimuddin Hj. Mohd Dom
Trustee
(representing Industry)
Prof. Dato Dr. Mafauzy Mohamed
Trustee
(representing Academic)
Dato Prof. Dr. Nik Rahimah Nik Yacob
Trustee
(Vice Chancellor AMU)
Trustee
(representing MEGB)
Datuk Hj Ahamed Basheer Bin Mohd Hussain
Trustee
(representing Industry)
Datin Sri Carline a/p A. Johnson DCruz
Trustee
17
ACADEMIC
MANAGEMENT TEAM
Name Position Qualifcation
Dato Prof Dr. Nik Rahimah Nik Yacob Vice Chancellor / Chief Executive, aSIA
Metropolitan University.
BSc(Business Administration)
MBA
PhD(Business Administration)
Chief Academic Offcer, Masterskill Global
Colleges
Prof Dr. Noor Aini Mohd Yusoff Deputy Vice Chancellor (Academic &
Globalization)
BSc(Nutrition)
PgD(Dietetic)
Master in Community Nutrition
PhD(Nutrition)
Dr. Nagashekhara Molugulu Head for Centre for Post Graduate Studies M.Pharmacy
PhD(Management)
Dr. Kappaakalr Farook Haja Nazeer
Ahamed
Head for Centre for Research and
Innovation
M.Pharmacy
PhD(Pharmacy)
Dr. N. Srinivasan Dean, Faculty of Pharmacy M.Pharmacy
PhD
Madam Magesvary Maruthiah Acting Deputy Dean, Faculty of Medicine Master of Science with Commendation in
Nursing
Assoc Prof Hj Azman Husain Dean, Faculty of Biomedicine and Health Certifcate of Health Personnel Trainers
Diploma for Public Health Inspector
BSc(Hons) in Health Care Practice
Education
Master of Environment
Assoc Prof Muthappan
Muthupalaniappa
Dean, Faculty of Therapeutic Sciences Bachelor in Pharmacy
Master in Pharmacy
Prof Dr. Jayaraman Munusamy Deputy Dean, School of Business & Law Certifed Black Belt in Six Sigma
Methodologies USA
Diploma in Education
Bachelor Soc Science (Hons) in
Management & Economics
MBA (Marketing Management)
DBA (International Marketing)
Dr. Thein Win Naing Deputy Dean, Faculty of Medicine MBBS
M MedSc (Preventive & Tropical Medicine)
FACTM
Ms Fadzida Hanim Jusoh Manager, Centre for Associate Studies B. Ed. TESL
18
JANUARY 2012
10
Masterskill was among 45 companies that were awarded a
license for franchising during the FRANCHISE CERTIFICATION
PRESENTATION CEREMONY held at the PWTC, Kuala Lumpur.
Presented by the Minister of Domestic Trade, Cooperatives and
Consumerism Datuk Seri Ismail Sabri Yaakob, the license was
received by former MEGB Deputy Chief Executive Offcer Mr.
Kamarudin Khalil.
17
A MEMORANDUM OF UNDERSTANDING (MOU) was
signed between Masterskill (M) Sdn. Bhd. and Yayasan Guru
Malaysia Berhad (YGMB) to foster a mutually benefcial and
sustainable working relationship between both parties. This
MoU marks the start of a collaboration and smart partnership
to provide YGMB members with an incentive package that
enables their children to obtain their tertiary education at AMU
and MGC and its campuses at a discounted rate. The MoU
was signed by former MEGB Deputy Chief Executive Offcer
Mr. Kamarudin Khalil and Deputy Chairman of YGMB Y. Bhg.
Dato Asariah Binti Mior Shaharuddin.
MAJOR
EVENTS 2012
Memorandum of Understanding (MoU) with Yayasan Guru Malaysia Berhad
Franchise Certifcation Presentation Ceremony
19
FEBRUARY
28
Masterskills Chinese Cultural Society organised the
1MASTERSKILL CHINESE NEW YEAR CELEBRATION 2012
to celebrate the start of a new year in the Chinese lunar calendar.
Held to encourage solidarity among the AMU community and
to share with others what Chinese New Year is about, the
event featured a host of fun-flled performances, games and
competitions.
JUNE
4
Organised by AMU under the Student Affairs & Development
Departments supervision, the annual PESTA KAAMATAN &
GAWAI DAYAK was held at AMU to expose West Malaysian
students in particular to the diverse cultures that can be found
in East Malaysia. Featuring a Sugandoi Competition, Unduk
Ngadau Competition and Kumang Gawai Competition, as well
as various performances by the students, the event offered them
an opportunity to bond with each other towards fostering the
1Malaysia spirit. The event was offciated by Malaysian Minister of
Science, Technology and Innovation, Yang Berhormat Datuk Seri
Panglima Dr. Maximus Johnity Ongkili.
1Masterskill Chinese New Year Celebration 2012
Pesta Kaamatan & Gawai Dayak
1Masterskill Chinese New Year Celebration 2012
20
MAJOR
EVENTS 2012
SEPTEMBER
17 - 23
Once again, MEGB was the proud sponsor of the FIFTH DYTM
RAJA DR. NAZRIN SHAH INTERNATIONAL OPEN CHESS
CHAMPIONSHIP that was organised by the Kuala Lumpur
Chess Association (KLCA) in collaboration with the Malaysian
Intellect Development Foundation (MIDF). Held at the Olympic
Hotel, Kuala Lumpur, the weeklong event aimed at cultivating
interest and passion for the game among Malaysians by providing
a platform for them to meet top international chess players and
be inspired by them. This years event witnessed the return of 10
grandmasters including ex-Soviet Sergei Tiviakov (representing
the Netherlands in this tournament), German multiple champion
Thomas Luther and Uzbekistans Tahir Vakhidov, as well as Indias
Woman Grandmaster Kruttika Nadig, to name a few.
The championship, which is registered with the World Chess
Federation (FIDE) as an international title and rated tournament,
attracted 90 players in total from 19 countries. Prizes included
the DYTM Raja Dr. Nazrin Shah Challenge trophy and cash
prizes worth over RM25,000 that were presented by His Royal
Highness Raja Dr. Nazrin Shah Ibni Sultan Azlan Muhibbuddin
Shah, The Regent of Perak Darul Ridzuan during the grand closing
ceremony.
OCTOBER
18 - 20
Over 5,500 diplomas and degrees were conferred during the
6TH AMU CONVOCATION CEREMONY &
2ND MASTERSKILL GLOBAL COLLEGES (MGC)
CONVOCATION CEREMONY. With the theme Think Beyond
Malaysia, the ceremony also honoured the institutions new
university status and brand repositioning. Among the graduates
were the second batch of Bachelor of Nursing students from
Sunderland University, UK and the pioneer batch of Bachelor of
Pharmacy students from La Trobe University, Australia. A total of
35 special awards were also presented, including the prestigious
Chancellor Award that was received by Jamilah Mohd Hanipah
(Bachelor of Physiotherapy) and Puspavathy Kanniapan (Diploma
in Pharmacy), as well as the coveted President Award which was
received by Chan Wan Yee (Diploma in Pharmacy). To date, AMU
and MGC has produced 17,459 graduates.
This auspicious occasion also saw world-renowned cardiothoracic
surgeon Dr. Devi Prasad Shetty being proclaimed as the third
Pro Chancellor of AMU, as well as the conferment of honorary
doctorate degrees to former President of India His Excellency
Dr. A.P.J. Abdul Kalam and Minister of Science, Technology and
Innovation Datuk Seri Panglima Dr. Maximus Johnity Ongkili.
Fifth DYTM Raja Dr. Nazrin Shah International
Open Chess Championship
6th AMU Convocation Ceremony & 2nd Masterskill
Global Colleges (MGC) Convocation Ceremony
21
DECEMBER
06
Deputy Minister of International Trade and Industry Yang
Berhormat Dato Hj. Mukhriz bin Tun Dr. Mahathir, offciated
the KAD DISKAUN SISWA 1MALAYSIA PRESENTATION
CEREMONY that was held at AMU. A total of 20 cards
were presented to selected Diploma and Degree students.
The discount card is an initiative by the Ministry of Domestic
Trade, Cooperatives and Consumerism (MoDTCC) to help
ease student expenses in public and private higher education
institutions nationwide. Also present at the ceremony were
MEGB Group Chief Executive Offcer and Executive Director,
Dato Sri Dr. Edmund Santhara, Vice Chancellor of AMU, YBhg.
Dato Professor Dr. Nik Rahimah binti Nik Yacob, Director
of the MoDTCC Selangor, Mr. Azizan bin Ariffn and Service
Department Manager and Entrepreneur Cooperative of Bank
Rakyat, Mr. Shaharudin bin Mohd Saad.
09
THE MASTERSKILL GLOBAL COLLEGE KOTA KINABALU
CAMPUS CHARITY CHRISTMAS CONCERT & KAD
DISKAUN SISWA 1MALAYSIA HANDOVER CEREMONY
was offciated by Malaysian Minister of Science, Innovation and
Technology, Yang Berhormat Datuk Seri Panglima Dr. Maximus
Johnity Ongkili. In line with the theme Joy to the World, the
event featured an array of performances and lucky draws.
Twenty Kad Diskaun Siswa 1Malaysia were also presented to
selected students. Other VIP guests included MEGB Group Chief
Executive Offcer and Executive Director Dato Sri Dr. Edmund
Santhara and representatives from the Ministry of Domestic
Trade, Cooperatives and Consumerism (MoDTCC).
Kad Diskaun Siswa 1Malaysia Presentation
Ceremony
The Masterskill Global College Kota Kinabalu Campus Charity Christmas
Concert & Kad Diskaun Siswa 1Malaysia Handover Ceremony
22
CORPORATE SOCIAL
RESPONSIBILITY
PROMOTING HEALTHY LIVING
The Kota Damansara Hindu Youth Organisation organised a
Free Medic Assist event on 29 January 2012 in conjunction with
the Ponggal Festival. The AMU Medic Assist Team, comprising six
Paramedic students, one Medical Assistant and a staff member
from the Student Affairs & Development Department, was
at hand to conduct various complimentary health check-ups
including blood pressure, blood grouping, glucose and body index
muscle testing as well as physiotherapy consultations.
The event, which was well-received by the public, not only
offered them an opportunity to enjoy free health tests, but also
provided our students with a platform to enhance their practical
and communication skills with people from all walks of life.
For us, corporate social responsibility (CSR) extends well beyond the act of giving back to
communities. It is about enhancing them and making the world a better place for future generations.
As a leading institute of higher learning, we take pride in nurturing a conducive environment that
encourages the development and wellbeing of our students and staff, not just academically or
professionally, but in all areas of life.
In line with this, we continue to invest signifcantly in our varied CSR initiatives throughout the
year, instilling positive values and experiences in our students and staff as we endeavour to shape
a brighter tomorrow for all.
HONING ACADEMIC PROWESS
AMU was also invited to facilitate the Kursus Kepimpinan
Pelajar Tahun 2012 at Sekolah Menengah Vokasional Sungai
Petani 2 in Kedah on 21-23 March that was aimed at helping the
schoolchildren achieve academic excellence in their examinations.
For this event, the Student Affairs & Development Department
sent three staff members and four students to provide handy tips
and insights on time-management and effective study habits to
help the schoolchildren cultivate a positive attitude and be highly
disciplined in their studies.
Free Medic Assist Kursus Kepimpinan Pelajar Tahun 2012
23
CULTIVATING TEAMWORK
AMU collaborated with the Joint Management Body of Rumah
Pangsa Taman Segar Perdana and the Ministry of Health, Hulu
Langat District Offce to organise a gotong-royong there. As this
area had the highest number of dengue cases in Hulu Langat, the
gotong-royong was primarily aimed at cleaning up the area and
eradicating dengue.
Aside from reinforcing our bond with the Joint Management
Body of Rumah Pangsa Taman Segar Perdana and the Ministry of
Health, Hulu Langat District Offce, this event also provided us
with an avenue to uphold our responsibility to society.
gotong-royong
PIONEERING PRACTICAL WORK
Field Work Exposure (Malaria & Filariasis Case Detection
and Preventation) is a new project by the Faculty of Biomedicine
& Health under supervision by Student Affairs & Development
Department in collaboration with the Ministry of Higher
Education (MoHE) and Grik District Health Offce. This
programme took place at Banding Lake, Royal Belum Rainforest
in Grik, Perak Darul Ridzuan on 10-12 July 2012.
One of the objectives of the programme was to create
awareness amongst AMU students on their responsibilities in
contributing towards the development of the surrounding areas
for the betterment of the community and the nation. It also gave
them real-life exposure and hands-on training in environmental
health and in the detection and control of Malaria. Thirty fve
students and fve staff members from AMU took part in this pilot
programme.
The programme included various activities including:
Briefng on Malaria & Filariasis
Hands-on Hudson expert training
Kaedah Pencelupan Kelambu K-Oktrine at Kem Pulau
Banding (Phase 1)
Kaedah Pencelupan Kelambu K-Oktrine at Kem Pulau
Banding (Phase 2)
Mass Blood Survey (MBS) activity & Filariasis
Mass Drug Administration (MDA) & slide for Malaria Film
(MF)
Field Work Exposure (Malaria & Filariasis Case Detection and Preventation)
24
CORPORATE SOCIAL
RESPONSIBILITY
ENCOURAGING ACTIVE LIFESTYLES
AMU participated in the Seventh MAPCU Sports Carnival 2012
which was organised by the Malaysian Association of Private
Colleges and Universities (MAPCU) from 9 September to 6
October 2012 at Taylors University and Subang Sports Planet.
This event encouraged students to be active in sports and enjoy
a healthy lifestyle, in addition to fostering better relationship
among our AMU students and other private institutes of higher
learning. Among others, the AMU Female Futsal Team won fourth
place in the tournament.
EMPOWERING LEADERS OF THE FUTURE
Held from 1-2 December 2012 at Port Dickson, Negeri Sembilan,
the Leadership Campfre Leader for a New Generation saw
the participation of 63 AMU students from various diploma
and degree courses. The programme, aimed at cultivating future
leaders for the next generation, consisted of eight modules to
motivate and test their leadership skills and teamwork. The
programme was a huge success and received positive feedback
from all participants.
ADVOCATING IT PROFICIENCY
As frm believers of equal educational opportunities, AMU was
proud to be a part of the Sepetang bersama Y.B Dato Seri G.
Palanivel Menteri di Jabatan Perdana Menteri merangkap
Presiden MIC Kebangsaan that was organised by MIC Pagoh on
29 July 2012. During this event, we sponsored 10 netbooks that
were given to fve schools within the Pagoh district.
NURTURING NATIONAL SOLIDARITY
In conjunction with Malaysias 55th Merdeka celebration, lecturers
from the Centre for Associate Studies organised a weeklong
1AMU Merdeka Celebration 2012 for AMU students and staff
to celebrate the countrys independence as well as its formation.
The event was held to give the public a better understanding
of the spirit of nationalism and educate them on their countrys
struggle for independence and the importance of racial tolerance,
unity and cooperation to ensure that the country continues to
enjoy prosperity, development and harmony.
Activities held during this event included:
Kuiz Berbalas Pantun Selamba Merdeka Competition
Kuiz Kemerdekaan Competition
Teater Patriotik Competition
Koir Lagu Patriotik Competition
Super Spontan: Apa Yang Kau Tahu Competition (spontaneous
public speaking )
1AMU Merdeka Celebration 2012 Leadership Campfre Leader for a New Generation
25
STATEMENT ON
CORPORATE GOVERNANCE
The Board of Directors (the Board) of Masterskill Education Group Berhad (MEGB or the Company) is committed to ensuring
that the highest standards of corporate governance as embodied in the Malaysian Code on Corporate Governance 2012 (the Code)
are practised throughout the Company and its subsidiaries (the Group), as a fundamental part of discharging its responsibilities to
protect and enhance the shareholders value and interests of all stakeholders.
The Board recognises that maintaining good corporate ethics is critical to business integrity and performance, and key to delivering
shareholder value. The Board evaluates and, where appropriate, implements relevant proposals to ensure that the Company continues
to adhere to good corporate governance, relevant to developments in market practice and regulations.
This statement sets out the commitment of the Board of MEGB towards the Code and describes how the Group has applied the
principles laid down in the Code. Save where otherwise identifed specifcally, the Group has complied with the Best Practices of the
Code throughout the fnancial year.
SECTION 1: THE BOARD OF DIRECTORS
BOARD ROLES AND RESPONSIBILITIES
The duties and responsibilities of the Board of Directors are stipulated in the Board Charter. The Board Charter can be viewed on
the Companys website at www.megb.com.my. The Board has overall responsibility for the Companys strategic plan, overseeing the
conduct of the Companys business, risk management practices and internal controls and succession planning.
SUSTAINABILITY
The Board regularly reviews the strategic direction of the Company and the progress of the Companys operations, taking into account
changes in the business and political environment and risk factors such as level of competition although the Company does not have
any policy for the time being.
COMPOSITION
The Board consists of seven members comprising one Independent Non-Executive Chairman, one Executive Director, three
Independent Non-Executive Directors, two Non-Independent Non-Executive Directors and one alternate Director. The Company
complies with the provision of Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Malaysia)
which states that at least two directors or one-third of the board members, whichever is the higher, comprise Independent Directors.
The profles of each of the Directors are presented on pages 10 to13 of this Annual Report.
The Independent Non-Executive Directors are free of any business or other relationship with the Company which could reasonably
be perceived to materially interfere with their exercise of independent judgement. In staying clear of any potential confict of interest
situation, the Independent Directors remain in a position to fulfll their responsibility to provide a check and balance to the Board.
Essentially, these Independent Directors provide independent and constructive views and ensure that the strategies and policies
proposed by the management are fully deliberated upon, and take account of the long term interests, not only of the shareholders,
but also of the employees, customers, suppliers, and the many Communities in which the Group conducts business. Mr. Wisun Soon
is the designated Senior Independent Non-Executive Director to whom concerns relating to the Group may be conveyed by the
shareholders and other stakeholders.
Generally, the Executive Director is responsible for carrying out the day to day operational functions while the Non-Executive
Directors play the supporting role by contributing their knowledge and experience in the business strategic plans.
The Company frmly believes that individuals chosen and appointed to the Board of Directors are individuals of high calibre and
integrity and can be tasked to discharge their duties and responsibilities independently and effectively. The composition of the Board
comprises highly qualifed and experienced individuals.
The Nominating Committee and the Board have assessed, reviewed and determined that the three Independent Directors, who have
served on the Board, remain objective and independent.
26
STATEMENT ON
CORPORATE GOVERNANCE (CONTD)
BOARD GENDER DIVERSITY POLICY
The Corporate Governance Blueprint 2011 stated that the Board should ensure women participation on board to reach 30% by
the year 2016. The Company does not have a policy on boardroom diversity, including gender diversity. In its selection for Board
representation, the Company believes in, and provides equal opportunity to candidates with merit. Nevertheless, the Board will give
consideration to the gender diversity objectives.
BOARD MEETINGS
Board Meetings are scheduled for every quarter with additional meeting to be convened as and when required. During the fnancial
year under review, the Board met a total of six times. The attendance of the Directors who held offce during the fnancial year is set
out below:
Name of Directors No. of Meetings attended
YTM Tunku Dato Seri Kamel Bin Tunku Rijaludin 5/6
Dato Sri Dr. Santhara Kumar a/l Ramanaidu 6/6
YM Raja Mohd Azmi Bin Raja Razali (Retired on 6 June 2012) 2/3
Richard Todd Scanlon 3/6
Datuk Kamarudin Bin Md. Ali 6/6
Wisun Soon (Appointed w.e.f. 24 April 2012) 4/4
Mathuraiveran a/l Marimuthu (Appointed w.e.f. 1 July 2012) 3/3
SUPPLY OF INFORMATION
All directors are given complete and timely information before each Board Meeting to be convened together with an agenda and a
set of Board papers. Board papers are circulated fve (5) days prior to the Board meetings to accord suffcient time for the Directors
to review the Board papers and obtain further explanation, if necessary, from the Management or the Company Secretary. Urgent
papers may be presented and tabled at the Board meetings under supplemental agendas. Generally, the Board papers circulated
include minutes of the previous meeting, quarterly and annual fnancial statements, press release, corporate development, review of
operations, and other related performance factors, minutes of Board committees, acquisition and disposal proposals, list of directors
resolutions passed and report on the directors dealings in securities, if any.
All Directors, whether as a full board or in their individual capacity, have unrestricted access to all information pertaining to the
Groups business and affairs to enable them to carry out their duties effectively and diligently. They also have access to the advice
of the Company Secretary, who also serve in that capacity in the various Board committees. The Company Secretary also serves
notice to Directors on the closed period for dealing in the securities of the Company, as stipulated in Chapter 14 of the MMLR. The
Company Secretary ensures that all Board meetings are properly convened, and that accurate and proper records of the proceedings
and resolutions passed are recorded and maintained in the statutory register at the registered offce of the Company.
All the Directors may obtain the advice of Independent Professional Advisors and Internal/External Auditors in appropriate
circumstances in the furtherance of their duties, at the Companys expense.
APPOINTMENT OF DIRECTORS
The Nominating Committee is responsible for recommending to the Board suitable candidate(s) for appointment as new Directors.
In making these recommendations, factors such as mix of skills, knowledge, experience, expertise, professionalism, integrity and
contribution to the Company will be considered before the recommendation for appointment of the proposed director is put forward
to the Board for consideration and approval.
RE-ELECTION OF DIRECTORS
In accordance with the Articles of Association of the Company and in compliance with the MMLR, all Directors are required to retire
from offce at least once every three years, and shall be eligible for re-election. The Companys Articles of Association also requires
that at least one-third of the Board of Directors shall retire at each Annual General meeting and may offer themselves for re-election.
27
STATEMENT ON
CODE OF CONDUCT
The Company, its management and its employees are fully committed to achieving business results which are driven and supported
by the highest level of integrity and in full compliance with the laws and regulations of all jurisdictions where it does business. The
Company places the highest priority in ensuring its business conduct is in complete adherence and compliance to the Code of
Conduct which is available online at www.megb.com.my.
BOARD COMMITTEES
The following principal Board Committees that have been established to assist the Board in discharging its duties effectively:
Audit Committee;
Nominating Committee; and
Remuneration Committee.
The terms of reference of each Board Committee have been approved by the Board and, where applicable, comply with the
recommendations of the Code. These Committees have the authority to examine particular issues and report to the Board with their
recommendations. The respective Committee reports to the Board on matters considered and their recommendations thereon. The
ultimate responsibility for the fnal decision on all matters, however, lies with the Board.
AUDIT COMMITTEE
The Audit Committee was established on 10 March 2010 and consists of three members to assist the Board in discharging its duties.
The Audit Committee works closely with the internal and external auditors and maintains a transparent professional relationship with
them. The Chairman of the Audit Committee would inform the Directors at the Board meetings of any salient matters raised at the
Audit Committee meetings which require the Boards notice or direction. The composition, other responsibilities, summary terms of
reference and summary of activities of the Audit Committee during the fnancial year are set out separately in the Audit Committee
Report on pages 32 to 34 of this Annual Report.
NOMINATING COMMITTEE
The Nominating Committee was established on 10 March 2010 and consists of three members who meets as and when required and
at least once in a year. The Nominating Committee held a total of three (3) Nominating Committee meetings during the fnancial year.
The members of the Nominating Committee are as follows:-
Chairman: Wisun Soon
(Senior Independent Non-Executive Director)
Members: YTM Tunku Dato Seri Kamel Bin Tunku Rijaludin
The primary responsibility of the Nominating Committee in accordance with its terms of reference is to assist the Board with the
following functions:
To assess and recommend new nominees for appointment to the Board and Board Committees (the ultimate decision as
to whom shall be nominated should be the responsibility of the full Board after considering the recommendations of such a
Committee).
To review the required mix skills and experience and other qualities, including core competencies which the Non-Executive
Directors should bring to the Board.
To assess the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual Director.
To review the Boards succession planning.
To review and determine the appropriate training programmes for the Board as a whole.
The Board, through the Nominating Committee, had carried out review on the composition of the Board and satisfed that the size
and composition of the Board is adequate with appropriate mix of knowledge, skills, attributes and core competencies.
28
STATEMENT ON
REMUNERATION COMMITTEE
The Board has set up a Remuneration Committee on 10 March 2010 consists of three members to assist the Board in determining
the Directors remuneration. The Remuneration Committee meets at least once a year. The Remuneration Committee held a total of
four (4) Remuneration Committee meetings during the fnancial year.
The members of the Remuneration Committee are:
Chairman: YTM Tunku Dato Seri Kamel Bin Tunku Rijaludin
Members: Datuk Kamarudin Bin Md. Ali
Wisun Soon
The primary responsibility of the Remuneration Committee in accordance with its terms of reference is to assist the Board with the
following functions:
To review and to consider the remuneration of Executive Director and Chief Executive Offcer which is in accordance with the
skill, experience and expertise they possess and make recommendation to the Board on the remuneration packages of them.
To conduct continued assessment of Executive Director to ensure that remuneration is directly related to corporate and individual
performance.
Annual review of the overall remuneration policy for Directors for recommendation to the Board.
The Company maintains transparent procedures in determining the remuneration policy for Directors, Chief Executive Offcer and
key management.
Directors Training
All the Directors have attended the Mandatory Accreditation Program (MAP) prescribed by Bursa Malaysia. Directors are regularly
updated on the Groups business and the competitive and regulatory environment in which they operate. The Company Secretary
and external auditors also updated the Directors on changes to the relevant guidelines on the regulatory and statutory requirements.
The Directors also complete other relevant training programmes to further enhance their business acumen and professionalism in
discharging their duties to the Group. During the fnancial year, some Directors have pursued relevant courses and seminars to keep
abreast with industry, regulatory and compliance issues trends and best practices. Particulars of training programmes attended by the
Directors are as follows:
Directors Seminar / Conference / Workshop
Bin Tunku Rijaludin
- Seminar on Regulatory updates, governance and current issues for directors of PLCs and
body corporate 2012
Datuk Kamarudin Bin Md. Ali - Effective Dispute Resolution for Corporate Malaysia
- Role of the Audit Committee in Assuring Audit Quality
- Making the Most of the Chief Financial Offcer Role
- Governance, Risk Management & Compliance : What Director Should Knows
- Six Seconds Malaysia International EQ Conference
Mathuraiveran a/l Marimuthu - MIA Conference 2012
Wisun Soon - Mandatory Accreditation Program
During the fnancial year under review, three of the Directors, Dato Sri Dr. Santhara Kumar a/l Ramanaidu, Mr. Richard Todd Scanlon
and Mr. Lim Yong Chye Lawrence did not attend any training program as they could not identify any programs / courses that were of
particular beneft to their role as Directors of the Company.
29
STATEMENT ON
SECTION 2: DIRECTORS REMUNERATION
The Companys remuneration policy for Directors is formulated to attract and retain individuals of the necessary calibre relevant to
the achievement of the Companys strategic achievements. The remuneration is structured to link experience, expertise and level of
responsibility undertakings by the Directors.
The Remuneration Committee is entrusted with the responsibilities to make recommendations to the Board the remuneration
package for the Executive Director and the annual review of the overall remuneration policy for the Directors in the Group. Directors
remuneration will be decided by the Board as a whole with the Director concerned abstaining from deliberation and voting on
decisions in respect of his individual remuneration. Directors fees payable to Non-Executive Directors is proposed by the Board and
is subject to shareholders approval at the annual general meeting.
The details of the remuneration of Directors of the Company during the fnancial year ended 31 December 2012 are as follows:
Aggregate Remuneration categorized into appropriate components:
Fees (RM000)
Salaries and
Allowances,
inclusive of EPF
contributions
(RM000) Bonus (RM000)
Benefts-in-kind
(RM000) Total (RM000)
Executive Director 3,865 1,575 32 5,472
Non-Executive Directors 203 185 388
Total 203 4,050 1,575 32 5,860
Note: The fees are recommended by the Board of Directors for approval of the shareholders at the Annual General Meeting.
Remuneration Bands
Range of Remuneration Executive Director
Non-Executive
Directors Total
Below RM50,000 4 4
RM50,001 RM100,000
RM100,001 RM150,000 1 1
RM150,001 RM200,000
RM200,001 RM5,450,000

1

1

RM5,450,000 RM5,500,000 1 1
Total 1 6 7
For security and confdential reasons, the details of individual Directors remuneration are not shown. The Board is of the opinion
that the transparency and accountability aspects of corporate governance as applicable to Directors remuneration are appropriately
served by the disclosure made above.
30
STATEMENT ON
SECTION 3: SHAREHOLDERS
DIALOGUE WITH INVESTORS
Recognizing the importance of timely dissemination of information to shareholders and other stakeholders, the Board is committed
to ensure that the shareholders and other stakeholders are well informed of all important issues and major developments of the
Company and the information is communicated to them in the following manner:
Issuance of Annual Report;
Various disclosures and announcements made to Bursa Malaysia including the Quarterly Reports and Annual Audited Financial
Statements;
Shareholders may obtain the Companys latest announcements via the Bursa Malaysias website at www.bursamalaysia.com;
Reports, announcements, presentations also available for download at the Groups investors relation website at www.megb.com.my;
A Shareholders Communication Policy is available on the Companys website at www.megb.com.my
THE ANNUAL GENERAL MEETING (AGM)
Notice of AGM which is contained in the Annual Report is sent out at least twenty one (21) days prior to the date of the AGM. There
will be commentary by the Chairman at the AGM regarding the Companys performance for each fnancial year and a brief review on
current business conditions. At each AGM, a platform is available for shareholders to participate in the question and answer session.
Extraordinary General Meetings are held when required.
SECTION 4: ACCOUNTABILITY AND AUDIT
FINANCIAL REPORTING
The Board is responsible to ensure that the quarterly results, annual audited fnancial statements are prepared are drawn up in
accordance with the provisions of the Companies Act, 1965 (the Act), MMLR and Applicable Accounting Standards in Malaysia. In
presenting the annual audited fnancial statements, the Company has used appropriate accounting policies, consistencies applied and
supported by reasonable judgments and estimates.
The quarterly results were reviewed by the Audit Committee and approved by the Board of Directors before being released to the
Bursa Malaysia. By presenting the quarterly results and annual audited fnancial statements, the Company is mindful of the necessity to
present a balanced assessment of the Groups fnancial position. The details of the Company and the Groups annual audited fnancial
statements for the fnancial year ended 31 December 2012 can be found on pages 56 to 111 of the Annual Report.
INTERNAL CONTROL
The Board acknowledges its responsibility for maintaining a sound system of internal control to safeguard shareholders investments,
the Companys assets, and the need to review the adequacy and integrity of those systems regularly.
Information on the Groups risk management and internal control is presented in the Statement on Risk Management and Internal
Control on page 35 to 36.
The Company also has in place a Whistle Blowing Policy to provide an avenue for employees to report any breach or suspected breach
of any law or regulation, including business principles and the Companys policies and guidelines in a safe and confdential manner. A
designated person is handling the matter and report directly to the Audit Committee of the Company.
31
STATEMENT ON
RELATIONSHIP WITH THE EXTERNAL AUDITORS
The Board via the Audit Committee maintains an appropriate, formal and transparent relationship with the Groups external auditors.
The Audit Committee meets the external auditors without the presence of the management, wherever necessary, and at least twice a
year. Meetings with the external auditors are held to further discuss the Groups audit plans, audit fndings, fnancial statements as well
as to seek their professional advice on other related matters. From time to time, the external auditors inform and update the Audit
Committee on matters that may require their attention.
The role of Audit Committee in relation to dealing with the auditors is described in the Audit Committee Report set out on pages
32 to 34 of this Annual Report.
INTERNAL CORPORATE DISCLOSURE POLICIES AND PROCEDURES
Along with good corporate governance practices, the Company is committed to provide to investors and the public with comprehensive,
accurate and material information on a timely basis.
DIRECTORS RESPONSIBILITY STATEMENT
The Board is required by the Act to prepare annual audited fnancial statements for each fnancial year which have been made out
in accordance with the applicable approved accounting standards and the provisions of the Act. The Board is responsible to take
reasonable steps to ensure that the fnancial statements give a true and fair view of the state of affairs of the Group and the Company,
and of their results and cash fows for the fnancial year then ended.
The Board of Directors are required under Paragraph 15.26 of the MMLR to issue a statement explaining their responsibility for
preparing the annual audited fnancial statements.
In preparing the annual audited fnancial statements of the Group and the Company for the fnancial year, the Board has:
adopted suitable accounting policies and applied them consistently;
where applicable, made judgments and estimates that are reasonable and prudent;
ensured that applicable approved accounting standards have been followed; and
confrmed that the annual audited fnancial statements have been prepared on a going concern basis.
The Board has ensured that the Group and Company keep proper accounting and other records that will disclose with reasonable
accuracy at any time the fnancial position of the Group and the Company, and which enable them to ensure that the annual audited
fnancial statements comply with the Act and the applicable approved accounting standards.
This Directors Responsibility Statement is made in accordance with the resolution of the Board dated 26 April 2013.
32
AUDIT COMMITEE REPORT
The Board of Directors of MEGB is pleased to present the Audit Committee Report for the fnancial year ended 31 December 2012.
COMPOSITION OF THE AUDIT COMMITTEE AND MEETINGS
The Audit Committee held a total of fve (5) Audit Committee meetings for the fnancial year ended 31 December 2012. The Audit
Committee members and details of attendance of each member at the Audit Committee meetings are as follows:-
Name Directorship No. of meetings attended
(Chairman of the Audit Committee)
Independent Non-Executive Director 5/5
YTM Tunku Dato Seri Kamel Bin Tunku Rijaludin Independent Non-Executive Chairman 3/4
YM Raja Mohd Azmi Bin Raja Razali Non-Independent Non-Executive Director 1/3
Mathuraiveran a/l Marimuthu Independent Non-Executive Director 2/2
Wisun Soon Independent Non-Executive Director 1/1
YM Raja Mohd Azmi Bin Raja Razali retired as a Director of the Company on 6 June 2012. Mr. Mathuraiveran a/l Marimuthu was
appointed as a member to the Audit Committee on 1 July 2012. Mr. Wisun Soon was appointed as a member to the Audit Committee
and YTM Tunku Dato Seri Kamel Bin Tunku Rijaludin ceased as a member on 29 August 2012.
By invitation of the Audit Committee, the Group Chief Executive Offcer, Chief Operating Offcer, Chief Financial Offcer, Head of
Finance, Internal Auditor, Senior Vice President-Operations, the representatives of the External and Internal Auditors had attended
some of the meetings during the fnancial year.
The Audit Committee is governed by its Terms of Reference as stipulated below:-

TERMS OF REFERENCE OF THE AUDIT COMMITTEE
A. Membership
The Audit Committee shall comprise at least three (3) Directors, the majority of whom are independent. The members of the
Audit Committee shall be appointed by the Board of Directors. All members of the Audit Committee must be Non-Executive
Directors with a majority of them being independent. All members of the Audit Committee shall be fnancially literate and at
least one member shall:
(i) be a member of the Malaysian Institute of Accountants; or
(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years of working experience and
he must have passed the examinations specifed in Part I of the 1st Schedule of the Accountants Act 1967; or
he must be a member of one of the associations of accountants specifed in Part II of the 1st Schedule of the Accountants
Act 1967; or
(iii) fulfll such other requirements as prescribed or approved by the Exchange.
The appointment terminates when a member ceases to be a Director. No alternate director shall be appointed as a member of
the Audit Committee.
Members of the Audit Committee shall elect an Independent Director on the Committee as Chairman.
If a member of the Audit Committee resigns, dies or for any reason ceases to be a member with the result that the number of
members is reduced below three, the Board shall, within three months appoint such number of new members as may be required
to make up the minimum of three members.
The terms of offce and performance of the Audit Committee and each of its members shall be reviewed by the Board at least
once every three years.
33
AUDIT COMMITEE REPORT (CONTD)
B. Roles and responsibility
- To consider the appointment of the external auditor, the audit fees, any questions of resignation or dismissal of the external auditor;
- To submit a copy of written representation or submission of external auditors resignation to the Exchange;
- To discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure
co-ordination where more than one audit frm is involved;
- To provide a line of communication between the Board and the external auditors;
- To review the quarterly and year-end fnancial statements of the Group and Company, focusing particularly on: -
any change in accounting policies and practices;
signifcant adjustments arising from the audit;
litigation that could affect the results materially;
the going concern assumption; and
compliance with accounting standards and other legal requirements.
- To discuss problems and reservations arising from the interim and fnal audits, and any matter the external auditor may wish
to discuss (in the absence of management where necessary);
- To review the external auditors management letter and managements response;
- To do the following, in relation to the internal audit function:-
mandate the internal audit function to report directly to the Audit Committee;
review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it
has the necessary independence and authority to carry out its work, which should be performed professionally and
with impartiality and profciency;
review the internal audit programme and results of the internal audit process and, where necessary, ensure that
appropriate actions are taken on the recommendations of the internal audit function;
review any appraisal or assessment of the performance of members of the internal audit function;
approve any appointment or termination of senior staff members of the internal audit function;
take cognisance of resignations of internal audit staff and provide the staff an opportunity to submit reasons for
resigning; and
ensure information pertaining to the internal audit function are disclosed in the annual reports of the Company.
- Review the adequacy and integrity of the Companys system of internal controls and management information systems,
including systems to ensure compliance with applicable laws, regulations, rules, directives and guidelines;
- To consider any related party transactions within the Company or Group;
- To consider compliance with the Companys confict of interest and insider trading policies;
- To consider the major fndings of internal investigations and managements response;
- To consider any other matters as directed by the Board;
- To review the risk management framework of the Group and Company to ensure the existence of effective risk management
policies to monitor and manage all fnancial and non-fnancial risks; and
- To review the Companys procedures for detecting fraud and whistle blowing and ensure that arrangements are in place by
which staff may, in confdence, raise concerns about possible improprieties in matters of fnancial reporting, fnancial control
or any other matters (in compliance with provisions made in the Companies Act, 1965).
C. Authority and powers of the Audit Committee
In carrying out its duties, an Audit Committee shall, at the cost of the Company,
- have authority to investigate any matter within its terms of reference;
- have full, free and unrestricted access to the Group and Companys records, properties, personnel and other resources;
- have full and unrestricted access to any information regarding the Group and Company;
- have direct communication channels with the external auditors and person(s) carrying out the internal audit function;
- be able to obtain independent professional or other advice; and
- convene meetings with the external auditors, internal auditors or both, excluding the attendance of other directors and
employees of the Company, whenever deemed necessary.
Where the Audit Committee is of the view that a matter reported by it to the Board of directors has not been satisfactorily resolved
resulting in a breach of the MMLR of Bursa Malaysia, the audit committee is authorised to promptly report such matters to the Exchange.
34
AUDIT COMMITEE REPORT (CONTD)
D. Meetings
a) The Audit Committee shall meet at least four (4) times a year and such additional meetings as the Chairman shall decide.
b) The quorum for an Audit Committee Meeting shall be at least two (2) members. The majority present must be Independent
Directors.
c) The External Auditor has the right to appear and be heard at any meeting of the Audit Committee and shall appear before
the Audit Committee when required to do so.
d) The Chief Financial Offcer and the Head of Internal Audit of the Group and Company shall normally attend the meetings
to assist in the deliberations and resolution of matters raised. However, at least twice a year, the Audit Committee shall meet
with the External Auditors without the presence of management.
e) The Company Secretary shall act as Secretary of the Audit Committee and shall be responsible, with the concurrence of the
Chairman, for drawing up and circulating the agenda and the notice of meetings together with the supporting explanatory
documentation to members prior to each meeting.
f) The Secretary of the Audit Committee shall be entrusted to record all proceedings and minutes of all meetings of the Audit
Committee.
g) In addition to the availability of detailed minutes of the Audit Committee Meetings to all Board members, the Audit
Committee at each Board Meeting will report a summary of signifcant matters resolutions.
INTERNAL AUDIT FUNCTION
The Group has appointed a well established external Internal Audit frm, which reports to the Audit Committee and assists the
Audit Committee in reviewing the effectiveness of the internal control systems whilst ensuring that there is an appropriate balance of
controls and risks management throughout the Group in achieving its business objectives.
Internal audit provides independent assessment on the effectiveness and effciency of internal controls utilising a global audit
methodology and tool to support the corporate governance framework and an effcient and effective risk management framework to
provide assurance to the Audit Committee.
The internal audit reviews were conducted in accordance with the internal audit plan approved by the Audit Committee. The scope
of internal audit covers the audits of all units and operations, including subsidiaries as stated in the letter of engagement.
Subsequent to the fnancial year ended 31 December 2012, the results of the Internal Audit reviews were presented to the Audit
Committee. In 2012, the Group paid a total fee of RM80,000 for services rendered in respect of internal audit.
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
The main activities undertaken by the Audit Committee during the fnancial year ended 31 December 2012 included the following:-
a) Reviewed the quarterly unaudited fnancial and annual audited fnancial statements of the Group and the Company including
the announcements pertaining thereto, before recommending to the Board for their approval and release of the Groups
results to Bursa Malaysia.
b) Reviewed with external auditors on their audit planning memorandum on the statutory audit of the Group for the fnancial
year ended 31 December 2012.
c) Reviewed and discussed with the external auditors of their audit fndings inclusive of system evaluation, audit fees, issues
raised and management letter together with managements response.
d) Reviewed the internal audit plan;
e) Reviewed the internal audit reports presented and considered the fndings of internal audit through the review of the
internal audit reports tabled and management responses thereof;
f) Reviewed the effectiveness of the Groups system of internal control;
g) Reviewed related party transactions and confict of interest situation that may arise within the Company or the Group;
h) Reviewed the Companys compliance with the MMLR of Bursa Malaysia, applicable Approved Accounting Standards and
other relevant legal and regulatory requirements; and
i) Report to the Board on its activities and signifcant fndings and results.
This Audit Committee Report is made in accordance with the resolution of the Board of Directors dated 26 April 2013.
35
STATEMENT ON RISK MANAGEMENT AND
INTERNAL CONTROL
The Board of Directors recognizes its responsibilities over Masterskill Education Group Berhad (the Company)s system of internal
controls, covering all its fnancial and operating activities to safeguard shareholders investment and the Companys assets. The Board
has an established on-going process for identifying, evaluating and managing the signifcant risks encountered by the Company in
accordance to the Guidance for Director of Public Listed Companies on Statement on Internal Control. The Board of Directors and
Audit Committee contribute to the effectiveness of the control environment. They give opportunities for Management to rationalize
and justify their initiatives and the Board requires justifcations for any decision planned by the management and supported by relevant
reports. The Audit Committee meets every quarter, and deliberate reports from Management Committees under its authority. In
view of the limitations inherent in any system of internal controls, the system is designed to manage, rather than to eliminate, the
risk of failure to achieve the Companys corporate objectives and it can only provide reasonable but not absolute assurance against
misstatement or loss.
RESPONSIBILITY OF THE BOARD
The Audit Committee assists the Board to review the adequacy and integrity of the system of internal controls in the Company and
to ensure that an appropriate mix of techniques is used to obtain the level of assurance required by the Board. In accordance with
Paragraph 15.26(b) of the MMLR of Bursa Malaysia, the Board is pleased to provide the following statement, which outlines the nature
and scope of internal control of the Company for the fnancial year ended 31 December 2012.
CONTROL ENVIRONMENT
The Company has an organization structure that is aligned to business requirements. The internal control mechanism is embedded
in the various work processes at appropriate levels in the Company. The Group Chief Executive Offcer is accountable for ensuring
the existence and effectiveness of internal control and provides leadership and direction to senior management on the manner the
Company controls its businesses, the state of internal control and its activities. In developing the internal control systems, consideration
is given to the overall control environment of the Company, assessment of fnancial and operational risks and an effective monitoring
mechanism. The Internal Quality Audit and the Internal Audit Function visit regularly to ensure compliance to existing procedures.
ASSURANCE FROM THE MANAGEMENT
The Board has also received reasonable assurance from the Group Chief Executive Offcer (GCEO) and the Head of Finance, that
the Groups risk management and internal control system are operating adequately and effectively, in all material respects, based on
the risk management model adopted by the Group.
INTERNAL AUDIT FUNCTION
The Company has established an internal audit function internally and it is also assisted by the outsourced internal audit consultants.
The Internal Auditors reviews the adequacy and effectiveness of control processes implemented by the management, conducts
audits that encompass reviewing critical areas that the Company faces, and reports to the Audit Committee on a periodic basis. Any
signifcant weaknesses identifed during the reviews together with the improvement measures to strengthen the internal controls
were reported to the Audit Committee. Reports on internal audit fndings, together with recommendations for Management actions,
are reviewed by the Audit Committee. The internal audit reviews did not reveal signifcant weaknesses which would result in material
losses or contingencies requiring disclosure in this Annual Report.
INFORMATION AND COMMUNICATION
While the Management has full responsibility in ensuring the effectiveness of internal control, which it establishes, the Board of
Directors has the authority to assess the state of internal control as it deems necessary. In doing so, the Board has the right to enquire
information and clarifcation from Management as well as to seek inputs from the Audit Committee, external and internal auditors,
and other experts at the expense of the Company.
36
STATEMENT ON RISK MANAGEMENT AND
INTERNAL CONTROL (CONTD)
RISK MANAGEMENT FRAMEWORK
Risk management is embedded in the Companys management system and is every employees responsibility as the Company frmly
believes that risk management is critical for the Companys continued proftability and the enhancement of shareholder value. The
Company has an on-going process for identifying, evaluating and managing the signifcant risks faced by the Company throughout the
fnancial year under review. This is to ensure that all high risks are adequately addressed at various levels within the Company.
REVIEW OF STATEMENT BY EXTERNAL AUDITORS
The external auditors have reviewed this Statement on Risk Management and Internal Control pursuant to the scope set out in
Recommended Practice Guide (RPG) 5 issued by the Malaysian Institute of Accountants (MIA) for inclusion in the annual report
of the Group for the year ended 31 December 2012, and reported to the Board that nothing has come to their attention that cause
them to believe that the statement is inconsistent with their understanding of the process the Board has adopted in the review of the
adequacy and effectiveness of risk management and internal controls within the Group.
RPG 5 does not require the external auditors to consider whether the Directors Statement on Risk Management and Internal Control
covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Groups risk management and internal
control system including the assessment and opinion by the Directors and management thereon.
37
ADDITIONAL COMPLIANCE INFORMATION
1. Utilisation of Proceeds Raised from the Companys Initial Public Offering exercise
On 18 May 2012, the Company has announced that due to among others, the reduction in the PTPTNs loan schedule and the
increase in the minimum entry requirements by the Malaysian Nursing Board, which had led to a drop in student enrolment, the
Board of Directors of MEGB (Board) has decided to defer the construction of buildings for their proposed main campus for the
time being and to reallocate the unutilised amount allocated for the purchase of land and construction of buildings amounting to
RM76.97 million for use as working capital in view that such sum has not been utilised within the expected timeframe of twenty
four (24) months as disclosed in the Prospectus.
2. Share Buy-Back
During the fnancial year under review, the Company had renewed the authority at its Annual General Meeting held on 6 June
2012 to purchase up to ten percent (10%) of its issued and paid-up share capital at the point of purchase pursuant to Section
67A of the Act, Chapter 12 of the MMLR of Bursa Malaysia and subject to any prevailing laws, rules, regulations, orders, guidelines
and requirements issued by the relevant authorities. The Company did not exercise any share buy-back during the fnancial year.
3. Options, Warrants or Convertible Securities
The Company did not issue any options, warrants and convertible securities during the fnancial year ended 31 December 2012.
4. Depository Receipt Program
The Company did not sponsor any depository receipt program during the fnancial year ended 31 December 2012.
5. Imposition of Sanctions and/or Penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by any
relevant regulatory bodies during the fnancial year ended 31 December 2012.
6. Non-Audit Fees
The amount of non-audit fees incurred for services rendered to the Group by the external auditor and its local affliates for
the fnancial year ended 31 December 2012 amounted to RM107,000. The services were for frst quarter review, review of
statement on risk management and internal control and review of certain disclosure statements as well as preparation, review
and submission of tax returns.
7. Variation in Results
There were no proft estimations, forecasts or projections made or released by the Company during the fnancial year ended
31 December 2012.
There was no deviation of 10% or more between the audited results for the fnancial year ended 31 December 2012 and the
unaudited results previously announced.
8. Proft Guarantee
The Company did not provide any proft guarantee for the Groups operations for the fnancial year ended 31 December 2012.
9. Material Contracts involving Directors and Major Shareholders
There were no material contracts entered into by the Company and its subsidiaries involving Directors and major shareholders
interests which were subsisting at the end of the fnancial year ended 31 December 2012.
38
PROPERTIES OWNED BY OUR GROUP
The details of land and buildings owned by us are set out below:
No.
Name of Registered Owner /
Benefcial Owner: Lot. No./Postal
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
1 Syarikat Kemacahaya Sdn Bhd /
Masterskill
Unit No. G-01 to G-10, 1-01 to
1-10, 2-01 to 2-15, 3-01 to 3-15
Type: RKB, Taman Kemacahaya
held under part of GM 5105, Lot
13158 (formerly known as HS (M)
4900, PT No. 5707) in the Mukim
and District of Hulu Langat, Negeri
Selangor (Kemacahaya Master
Title)
Postal Address
Unit No. G-01 to G-10, 1-01 to
1-10, 2-01 to 2-15,
3-01 to 3-15 Jalan Kemacahaya 11,
Taman Kemacahaya, Batu 9, 43200
Cheras, Selangor
10 units at the
Ground Floor,
10 units at the
First Floor, 15
units at the
Second Floor
and 15 units at
the Third Floor
in a block of
4-storey shop
offce / campus
- / 84,246 Freehold 11 years 23 January
2006
15,831
2 Syarikat Kemacahaya Sdn. Bhd. /
Masterskill
Unit No. G-13, Ground Floor, Type:
RKB, Taman Kemacahaya held under
part of the Kemacahaya Master Title
Postal Address
Unit No. G-13, Ground Floor, Type:
RKB, Jalan Kemacahaya 11, Taman
Kemacahaya, Batu 9, 43200 Cheras,
Selangor
1 unit at the
Ground Floor
in a 3-storey
shop offce /
offce
- / 1,737 Freehold 11 years 17 May
2006
526
LIST OF PROPERTIES
39
LIST OF PROPERTIES (CONTD)
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
Masterskill
Unit No. G-14 and G-15, Ground
Floor, Type: RKB, Taman Kemacahaya
held under part of the Kemacahaya
Masters Title
Postal Address
Unit Nos. G-14 and G-15, Ground
Floor, Type: RKB, Jalan Kemacahaya
11, Taman Kemacahaya, Batu 9,
43200 Cheras, Selangor
2 units at the
Ground Floor
in a block of
3-storey shop
offce / offce
(G-14) and
clinic (G-15)
- / 3,190 Freehold 11 years 20 March
2007
873
Masterskill
Unit No. 15-1, First Floor, Type: RKB,
Taman Kemacahaya held under part
of the Kemacahaya Master Title
Postal Address
Unit No. 15-1, First Floor, Type:
RKB, Jalan Kemacahaya 11, Taman
Selangor
1 unit at the
First Floor in a
3-storey shop
offce / offce
2007
196
Masterskill
Unit No. A-4-G, Ground Floor, Type:
RKA, Taman Kemacahaya held under
Postal Address
Unit No. A-4-G, Ground Floor, Jalan
Kemacahaya 12, Taman Kemacahaya,
Batu 9, 43200 Cheras, Selangor
1 unit at the
Ground Floor
in a 3-storey
shop offce /
computer lab
- / 1,606 Freehold 11 years 6 September
2008
228
Masterskill
Postal Address
1 unit at the
Ground Floor
in a 3-storey
shop offce /
computer lab
- / 1,606 Freehold 11 years 6 September
2008
228
40
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
Masterskill
Postal Address
RKA, Jalan Kemacahaya 11, Taman
Selangor
1 unit at the
Ground Floor
in a 3-storey
shop offce /
classroom
- / 1,606 Freehold 11 years 19
December
2007
199
Masterskill
Postal Address
1 unit at the
Ground Floor
in a 3-storey
shop offce /
classroom
2007
170
Masterskill
Postal Address
1 unit at the
Ground Floor
in a 3-storey
shop offce /
examination
department
- / 1,606 Freehold 11 years 21 January
2008
219
41
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
Masterskill
Unit No. A-15-1 (Front Portion),
First Floor, Type: RKA, Taman
Kemacahaya held under part of the
Kemacahaya Master Title
Postal Address
First Floor, Jalan Kemacahaya 12,
Cheras, Selangor
1 unit of the
Front Portion
at the First
Floor in a
3-storey
shop offce /
examination
department
- / 892 Freehold 11 years 21 January
2008
66
Masterskill
Unit No. A-15-1 (Back Portion),
Floor No. First Floor, Type: RKA,
Taman Kemacahaya held under part
of the Kemacahaya Master Title
Postal Address
Unit No. A-15-1 (Back Portion), First
Floor, Jalan Kemacahaya 12, Taman
Selangor
1 unit of the
Back Portion at
the First Floor
in a 3-storey
shop offce /
examination
department
2008
66
Masterskill
Second Floor, Type: RKA, Taman
Postal Address
Second Floor, Jalan Kemacahaya 12,
Cheras, Selangor
1 unit of
the Front
Portion at the
Second Floor
in a 3-storey
shop offce /
examination
department
2008
44
42
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
Masterskill
Postal Address
Cheras, Selangor
1 unit of the
Back Portion
at the Second
Floor in a
3-storey
shop offce /
examination
department
2008
44
Masterskill
Unit No. A-2-1 (Front Portion), First
Floor, Type: RKA, Taman Kemacahaya
Master Title
Postal Address
Selangor
1 unit of the
Front Portion
at the First
Floor in a
3-storey
shop offce /
teaching and
learning centre
- / 892 Freehold 11 years 15
December
2008
108
Masterskill
Master Title
Postal Address
Selangor
1 unit of the
Front Portion
at the First
Floor in a
3-storey
shop offce /
classroom
December
2008
102
43
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
Masterskill
Master Title
Postal Address
Selangor
1 unit of the
Back Portion at
the First Floor
in a 3-storey
shop offce /
classroom
December
2008
88
Masterskill
Postal Address
1 unit at the
Ground Floor
in a 3-storey
shop offce /
computer lab
2008
274
Masterskill
One-Storey Food Court (Hawker
Centre), Taman Kemacahaya held
under part of the Kemacahaya
Master Title
Postal Address
One-Storey Food Court (Hawker
Centre), Jalan Kemacahaya 12, Taman
Selangor
1 block of
a 1-storey
building /
auditorium
153,149 /
15,400
Freehold 11 years 23 June
2006
1,114
44
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
Masterskill
Postal Address
1 unit at the
Ground Floor
in a 3-storey
shop offce /
classroom
- / 1,606 Freehold 11 years 30 June
2008
192
Masterskill
Postal Address
Cheras, Selangor
1 unit of the
Front Portion
at the Second
Floor in a
3-storey shop
offce / vacant
- / 910 Freehold 11 years 30 June
2008
37
Masterskill
Unit No. A-16-G, Floor No. Ground
Master Title
Postal Address
Unit No. A-16-G, Jalan Kemacahaya
1 unit at the
Ground Floor
in a 3-storey
shop offce
/ Student
Representative
Council
- / 1,606 Freehold 11 years 7 August
2008
365
45
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
Masterskill
Master Title
Postal Address
1 unit at the
Ground Floor
in a 3-storey
shop offce /
cafeteria
2008
729
Masterskill
Master Title
Postal Address
1 unit at the
Ground Floor
in a 3-storey
shop offce /
student rest
area
2008
547
Masterskill
Master Title
Postal Address
1 unit at the
Ground Floor
in a 3-storey
shop offce /
student rest
area
2008
456
46
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
25 Masterskill / Masterskill
Pajakan Negeri Nos 89530 and
89531, Lot Nos 181679 and 181680,
both in the Mukim of Hulu Kinta and
District of Kinta, Perak
Postal Address
No. 26 and 28, Lebuh Perusahaan
Klebang 1, IGB International Indus-
trial Park, KM 8, Jalan Tunku Abdul
Rahman, Tasek, 30010 Ipoh, Perak
A 4-storey
main building,
two 4-storey
classroom
blocks, two
2-storey
laboratory
buildings, a
single storey
shop, a single
storey multi-
purpose hall,
a 3-storey
auditorium
block, a
4-storey hostel,
a surau and a
guard house/
campus/ main
hall / hostel
301,938 /
191,026
Leasehold
for 99
years
expiring
on 17
October
2089
6 years 14
February
2007
19,302
Pajakan Negeri No 89532, Lot No
181681 in the Mukim of Hulu Kinta
and District of Kinta, Perak
Postal Address
No. 24, Lebuh Perusahaan Klebang 1,
IGB International Industrial Park, KM
8, Jalan Tunku Abdul Rahman Tasek,
30010 Ipoh, Perak
A piece of
vacant land
136,083 (on
land)
Leasehold
for 99
years
expiring
on 17
October
2089
Not
applicable
16
February
2007
1,769
Geran 13627, Lot 342, Seksyen 21,
Bandar Kota Bharu, District of Kota
Bharu, Kelantan
Postal Address
Lot 342, Seksyen 21, Jalan Sultan
Yahya Petra, Kota Bharu, Kelantan
3-storey shop
lot building /
vacant
4,580 /
11,783
Leasehold
for 66
years
expiring on
19 January
2076
7 years 18
September
2008
2,210
47
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
HS(D) 7936 - 7939, PT 210 - 213,
Seksyen 19 Bandar Kota Bharu, Kota
Bharu, Kelantan
Postal Address
PT Nos. 210 - 213 (New Lots 632
635), Seksyen 19, Jalan Hamzah,
15050 Kota Bharu, Kelantan
4 lots of a
4-storey offce
shoplot /
vacant
7,491 /
29,964
Leasehold
for 66
years
expiring
on 10 May
2075
4 years 19 June
2008
6,619
Thirty-four (34) lots of shoplots held
under HS(D) 3554 HS(D) 3587,
PT 310 - PT 343, all within Section
17, Bandar Kota Bharu, Daerah Jaja-
han Kota Bharu, Negeri Kelantan
34 lots of 3
storey shoplots
/ campus
55,456 /
164,808
Leasehold
for 99
years
expiring on
20 August
2102
2 years 19 July
2010
34,556
HS(D) 365744, PTD No. 175566,
Mukim Plentong, Daerah Johor
Bahru, Negeri Johor
Postal Address
Off Jalan Lembah, Bandar Seri Alam,
81750 Masai, Johor Bahru
A piece of
vacant land
under the
category
of land use
for building
purpose
190,402 (on
land)
Freehold Not
applicable
19 August
2009
7,896
HS(D) 365842, PTD No. 175665,
Mukim Plentong, Daerah Johor
Bahru, Negeri Johor
Postal Address
No. 6, Jalan Lembah, Bandar Seri
Alam, 81750 Masai, Johor Bahru
2-storey offce
building, a
single storey
offce and a
guard house /
partially used
for sales offce
and partially
rented out for
offce use
346,164 /
45,589
Freehold 16 years 19 August
2009
21,334
48
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
Town Lease Nos. 017545961,
017545970, 017545989, 017545998
and 017546002, Likas in the District
of Kota Kinabalu
Postal Address
Lots 33, 34, 35, 36 and 37, Lorong
Juta 5, Plaza Juta, Batu 4, Jalan Tuaran
Likas, 88400 Kota Kinabalu, Sabah
5 lots of a
4-storey
commercial
building /
campus
8,690 /
35,415
Leasehold
for 99
years
expiring
on 31
December
2092
4 years 25 August
2008
8,871
017546020 and 017546039, Likas in
the District of Kota Kinabalu
Postal Address
Lots 38, 39 and 40, Lorong Juta 5,
Plaza Juta, Batu 4, Jalan Tuaran Likas,
88400 Kota Kinabalu, Sabah
3 lots of a
4-storey
commercial
building /
campus
5,476 /
21,249
Leasehold
for 99
years
expiring
on 31
December
2092
4 years 25 August
2008
4,820
017546057, 017546066, 017546075,
017546084, 017546093, 017546100,
017546119, 017546128, 017546137,
017546146, 017546155, 017546164
& 017546173, Likas in the District of
Kota Kinabalu
Postal Address
Lots 41 - 54, Block E & F, Lorong Juta
5, Plaza Juta, Jalan Tuaran Likas, 88400
Kota Kinabalu, Sabah
2 blocks of
5-storey
building /
campus
20,990 /
104,950
Leasehold
for 99
years
expiring
on 31
December
2092
Less than 1
year
20
December
2009
49,877
49
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
35 The General Conference
Corporation of the Seventh-Day
Adventists / Masterskill
Sublot 1 (Lot 4604) held under part
of Lot 51, Block 218, Kuching North
Land District
Postal Address
No. 4604, Jalan Stapok/Jalan Batu
Kawa Junction, 3 1/2 mile, Kuching
3-storey
corner
terraced
shophouse /
campus
1,452/ 4,805 Leasehold
for 870
years
expiring on
8 March
2826
4 years 25 August
2009
1,096
Land District
Postal Address
3-storey
intermediate
terraced
shophouse /
campus
1,200 /
4,805
Leasehold
for 870
years
expiring on
8 March
2826
4 years 25 August
2009
1,074
Land District
Postal Address
3-storey
immediate
terraced
shophouse /
campus
1,201 /
4,805
Leasehold
for 870
years
expiring on
8 March
2826
4 years 25 August
2009
882
Land District
Postal Address
3-storey
intermediate
terraced
shophouse /
campus
1,173 /
4,805
Leasehold
for 870
years
expiring on
8 March
2826
4 years 25 August
2009
883
50
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
Land District
Postal Address
4-storey
intermediate
terraced
shophouse /
campus
1,931 /
4,805
Leasehold
for 870
years
expiring on
8 March
2826
4 years 25 August
2009
1,845
Land District
Postal Address
4-storey
intermediate
terraced
shophouse /
campus
1,931 /4,805 Leasehold
for 870
years
expiring on
8 March
2826
4 years 25 August
2009
1,881
Land District
Postal Address
4-storey
intermediate
terraced
shophouse /
campus
1,174 /
4,805
Leasehold
for 870
years
expiring on
8 March
2826
4 years 25 August
2009
1,770
Land District
Postal Address
3-storey
intermediate
terraced
shophouse /
campus
1,464 /
4,805
Leasehold
for 870
years
expiring on
8 March
2826
4 years 25 August
2009
1,269
51
No.
address
Description/
Existing Use
Land area
/ Built-up
area (sq ft)
Freehold /
Leasehold
Approximate
Age of
Building
Date of
Acquisition
Net book
value
as at 31
December
2012
(RM000)
a) Geran 51401, Lot 7622;
b) Geran 51402, Lot 7623;
c) Geran 51407, Lot 7628;
d) Geran 51408, Lot 7629; and
e) Geran 51409, Lot 7630;
all in Mukim Kajang, Daerah Ulu
Langat, Negeri Selangor
Five (5) pieces
of vacant land
1,091,450
(on land)
Freehold Not
applicable
26 August
2010
15,837
a) Geran 51385, Lot 7606;
b) Geran 51398, Lot 7620; and
c) Geran 51406, Lot 7627;
all in Mukim Kajang, Daerah Ulu
Langat, Negeri Selangor
Three (3)
pieces of
vacant land
797,148
(on land)
Freehold Not
applicable
26 August
2010
11,557
Geran 51397, Lot 7619, Mukim
Kajang, Daerah Ulu Langat, Negeri
Selangor
A piece of
vacant land
239,852
(on land)
Freehold Not
applicable
26 August
2010
3,726
Geran 51413, Lot 7635, Mukim
Kajang, Daerah Ulu Langat, Negeri
Selangor
A piece of
vacant land
230,051
(on land)
Freehold Not
applicable
15 October
2010
3,282
PN 3949, Lot No. 3, Bandar Petaling
Jaya, Daerah Petaling, Negeri
Selangor Darul Ehsan.
Postal Address
No. 14, Jalan 19/1, Section 19, 46300
Petaling Jaya, Selangor Darul Ehsan
6 storey
building and
2 levels of
basement car
park
44,812 /
173,193
Leasehold
for 99
years and
expiring on
29/09/2063
16 years 30
November
2011
27,576
52
ANALYSIS OF SHAREHOLDINGS
AS AT 13 MAY 2013
Authorised Share Capital : 1,000,000,000 ordinary shares of RM0.20 each
Issued and paid-up share capital : 409,905,780 ordinary shares of RM0.20 each
Class of shares : Ordinary shares of RM0.20 each
Voting rights : One vote per ordinary share
Number of shareholders : 5,572
DISTRIBUTION OF SHAREHOLDINGS
Shareholdings
No. of
Shareholders
% of
Shareholders No. of Shares
% of Issued
Share Capital
Less than 100 22 0.40 292 0.00
100 1,000 622 11.16 527,162 0.13
1,001 10,000 3,348 60.09 17,532,200 4.28
10,001 100,000 1,392 24.98 42,679,600 10.41
100,001 to less than 5% of issued shares 185 3.32 123,357,077 30.09
5% and above of issued shares 3 0.05 225,809,449 55.09
5,572 100.00 409,905,780 100.00
SUBSTANTIAL SHAREHOLDERS
The direct and indirect shareholdings of the shareholders holding more than 5% in Masterskill Education Group Berhad based on the
Register of Substantial Shareholders are as follows:-
DIRECT INDIRECT
Name
No. of
Shares held
% of Issued
Shares
No. of
Shares held
% of Issued
Shares
Siva Kumar a/l M Jeyapalan 122,000,000
(1)
29.76
Masterskill Holding Limited (MHL) 88,208,370
(2)
21.52
Carline a/p A Johnson DCruz 25,601,079
(1)
6.25
Dato Sri Dr. Santhara Kumar a/l Ramanaidu 25,601,079
(3)
6.25
Crescent Masterskill SPV Limited (CM-SPV) 88,208,370
(4)
21.52
Crescent Point Investment Holdings Limited (CPIHL) 88,208,370
(5)
21.52
Sami Ali A. Sindi 97,094,165
(6)
23.69
Notes:
(1)
Shares held under Cimsec Nominees (Tempatan) Sdn. Bhd.
(2)
Shares held under Cimsec Nominees (Asing) Sdn. Bhd.
(3)
Deemed interest held through his spouse.
(4)
Deemed interested by virtue of its shareholding interest in MHL pursuant to Section 6A of the Companies Act, 1965 (the Act).
(5)
Deemed interested by virtue of its shareholding interest in CM-SPV pursuant to Section 6A of the Act.
(6)
Deemed interested by virtue of his shareholding interest in CPIHL and Crescent Group Investments Ltd pursuant to Section 6A
of the Act, which in turn is deemed interested by virtue of its shareholding interest in Crescent Asia Investments Ltd pursuant to
Section 6A of the Act, and which in turn is deemed interested by virtue of its shareholding interest in Asia Healthcare Holdings I,
Ltd pursuant to Section 6A of the Act.
53
AS AT 13 MAY 2013 (CONTD)
DIRECTORS SHAREHOLDINGS
The interests of the Directors of Masterskill Education Group Berhad in the shares of the Company based on the Companys Register
of Directors Shareholdings are as follows:-
DIRECT INDIRECT
Name
No. of
Shares held
% of Issued
Shares
No. of
Shares held
% of Issued
Shares
Dato Sri Dr. Santhara Kumar a/l Ramanaidu 25,601,079
(1)
6.25
Richard Todd Scanlon 8,885,795
(2)
2.17
Datuk Kamarudin Bin. Md. Ali
Lim Yong Chye Lawrence
Wisun Soon
Mathuraiveran a/l Marimuthu 5,000
(1)
0.00
Siva Kumar a/l M Jeyapalan 122,000,000 29.76
Notes:
(1)
Deemed interest held through his spouse.
(2)
Deemed interested by virtue of his shareholding interest in Crescent Group Investments Ltd pursuant to Section 6A of the Act, which
in turn is deemed interested by virtue of its shareholding interest in Crescent Asia Investments Ltd pursuant to Section 6A of the Act,
and which in turn is deemed interested by virtue of its shareholding interest in Asia Healthcare Holdings I, Ltd pursuant to Section 6A
of the Act.

TOP 30 LARGEST SHAREHOLDERS AS AT 13 MAY 2013
No. Shareholders Shareholdings Percentage (%)
1. Cimsec Nominees (Tempatan) Sdn. Bhd.
CIMB for Siva Kumar A/L M Jeyapalan (PB)
112,000,000 27.32
2. Cimsec Nominees (Asing) Sdn. Bhd.
Masterskill Holding Limited
88,208,370 21.52
CIMB for Carline A/P A Johnson DCruz (PB)
25,601,079 6.25
CIMB for Siva Kumar A/L M Jeyapalan (PBCL-0G0015)
10,000,000 2.44
Asia Healthcare Holdings I Ltd
8,885,795 2.17
6. Citigroup Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Tan Kian Aik (740028152)
6,987,400 1.70
7. HSBC Nominees (Asing) Sdn. Bhd.
Exempt an for Banque Privee Edmond De Rothschild Europe (BPERE-CLIENTS)
6,907,572 1.69
54
8. Cartaban Nominees (Asing) Sdn. Bhd.
Exempt an for Credit Agricole Titres Brunoy
6,092,428 1.49
Exempt an for Credit Suisse Securities (USA) LLC (PB Client)
5,638,100 1.38
10. Alliancegroup Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Tan Kian Aik (8058967)
5,417,800 1.32
11. Citigroup Nominees (Asing) Sdn. Bhd.
CB Spore GW for Firth Asian Smaller Companies Fund
5,325,000 1.30
Exempt an for JPMorgan Chase Bank, National Association (Netherlands)
3,150,000 0.77
BNYM SA/NV for Hereford Funds Firth Asian Value Fund
2,954,200 0.72
14. Amsec Nominees (Tempatan) Sdn. Bhd.
Amtrustee Berhad for Pacifc Pearl Fund (UT-PM-PPF)
2,920,700 0.71
15. Alliancegroup Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Tan Kian Chuan (8059299)
2,400,000 0.59
Merrill Lynch International
2,341,200 0.57
Exempt an for Credit Agricole (Suisse) SA
2,000,000 0.49
18. Kandiah A/L Subramaniam 2,000,000 0.49
Exempt an for JPMorgan Chase Bank, National Association (Rep of China)
1,482,100 0.36
BNYM SA/NV for Alexanderplatz Investissement
1,456,100 0.36
21. EB Nominees (Tempatan) Sendirian Berhad
Pledged Securities Account for Md. Yusoff Merican Bin Yahaya Merican (SFC)
1,350,000 0.33
CIMB for Lee Chun Fun (PB)
1,100,000 0.27
RBC ISB for Equities Asia/Pacifc Ex Japan FH (USD) (LGT CAP INV SC3)
1,021,000 0.25
24. HLIB Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Rozman Bin Omar
992,500 0.24
Asian Education Investments Ltd
901,132 0.22
55
Exempt an for Morgan Stanley & Co. LLC (Client)
850,550 0.21
27. Koperasi Permodalan Felda Malaysia Berhad 815,500 0.20
28. Maybank Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Tan Kian Ling
782,600 0.19
GSCO for Double A Limited
700,000 0.17
SSBT fund SD4N for Government of the Province of Alberta
693,700 0.17
56
The Directors hereby submit their report and the audited fnancial statements of the Group and of the Company for the year ended
31 December 2012.
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries are as stated in Note 5 to
the fnancial statements. There has been no signifcant change in the nature of these activities during the fnancial year.
RESULTS
Group Company
RM000 RM000
(Loss)/Proft for the year attributable to:
Owners of the Company (28,188) 65,529
Non-controlling interests (4)
(28,192) 65,529
RESERVES AND PROVISIONS
There were no material transfers to or from reserves and provisions during the fnancial year under review.
DIVIDENDS
Since the end of the previous fnancial year, the Company paid:
i) a second interim ordinary dividend of approximately 1.40 sen per ordinary share, tax exempt under the single tier tax system,
totalling RM5,739,000 in respect of the fnancial year ended 31 December 2011 on 9 April 2012; and
ii) a frst interim ordinary dividend of approximately 14.64 sen per ordinary share, tax exempt under the single tier tax system,
totalling RM60,010,000 in respect of the fnancial year ended 31 December 2012 on 3 July 2012.
DIRECTORS OF THE COMPANY
Directors who served since the date of the last report are:
Dato Sri Dr. Santhara Kumar a/l Ramanaidu
Richard Todd Scanlon
Lim Yong Chye Lawrence - alternate director to Richard Todd Scanlon
Wisun Soon (appointed on 24 April 2012)
Mathuraiveran a/l Marimuthu (appointed on 1 July 2012)
Siva Kumar a/l M Jeyapalan (appointed on 15 April 2013)
YM Raja Mohd Azmi Bin Raja Razali (retired on 6 June 2012)
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2012
57
DIRECTORS INTERESTS
The interests and deemed interests in the ordinary shares of the Company and of its related corporations (other than wholly-owned
subsidiaries) of those who were Directors at year end (including the interests of the spouses or children of the Directors who
themselves are not Directors of the Company) as recorded in the Register of Directors Shareholdings are as follows:
Number of ordinary shares of RM0.20 each
At
1.1.2012/ Date of
appointment Acquired Disposed
At
31.12.2012
Dato Sri Dr. Santhara Kumar a/l Ramanaidu:
Interest in the Company:
- own 41,000,000 7,000,000 48,000,000
- deemed* 49,601,079 49,601,079
Richard Todd Scanlon:
Deemed interest in the Company held through
Asia Healthcare Holdings I, Ltd 8,885,795 8,885,795
- deemed# 5,000 5,000
* Datin Sri Carline a/p A. Johnson DCruz is the spouse of Dato Sri Dr. Santhara Kumar a/l Ramanaidu. In accordance with Section
134(12)(c) of the Companies Act, 1965, the interest of Datin Sri Carline a/p A. Johnson DCruz in the shares of the Company and
of its related corporations (other than wholly-owned subsidiaries) shall be treated as the interest of Dato Sri Dr. Santhara Kumar
a/l Ramanaidu also.
# Held by Parimalavathi Bai a/p Kuppara Suami, the spouse of Mathuraiveran a/l Marimuthu
By virtue of his interests in the shares of the Company, Dato Sri Dr. Santhara Kumar a/l Ramanaidu is also deemed interested in the
shares of the subsidiaries during the fnancial year to the extent that Masterskill Education Group Berhad has an interest.
None of the other Directors holding offce at 31 December 2012 had any interest in the ordinary shares of the Company and of its
related corporations during the fnancial year.
DIRECTORS BENEFITS
Since the end of the previous fnancial year, no Director of the Company has received nor become entitled to receive any beneft
(other than a beneft included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the
fnancial statement or the fxed salaries 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 frm of which the Director is a member, or with a company in which the Director has
a substantial fnancial interest, other than as disclosed in Note 27 to the fnancial statements.
There were no other arrangements during and at the end of the fnancial year which had the object of enabling Directors of the
Company to acquire benefts by means of the acquisition of shares in or debentures of the Company or any other body corporate.
ISSUE OF SHARES AND DEBENTURES
There were no changes in the authorised, issued and paid-up capital of the Company during the fnancial year.
There were no debentures issued during the fnancial year.
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2012 (CONTD)
58
OPTIONS GRANTED OVER UNISSUED SHARES
No options were granted to any person to take up unissued shares of the Company during the fnancial year.
OTHER STATUTORY INFORMATION
Before the fnancial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain
that:
i) all known bad debts have been written off and adequate provision made for doubtful debts, and
ii) any current assets which were unlikely to be realised in the ordinary course of business 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:
i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and in
the Company inadequate to any substantial extent, or
ii) that would render the value attributed to the current assets in the fnancial statements of the Group and of the Company
misleading, or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate, or
iv) not otherwise dealt with in this report or the fnancial statements, that would render any amount stated in the fnancial statements
of the Group and of the Company misleading.
At the date of this report, there does not exist:
i) any charge on the assets of the Group or of the Company that has arisen since the end of the fnancial year and which secures
the liabilities of any other person, or
ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the fnancial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within
the period of twelve months after the end of the fnancial year 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 as and when they fall due.
In the opinion of the Directors, the fnancial performance of the Group and of the Company for the year ended 31 December
2012 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item,
transaction or event occurred in the interval between the end of that fnancial year and the date of this report.
DIRECTORS REPORT
59
AUDITORS
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:

Kuala Lumpur,
Date: 26 April 2013
DIRECTORS REPORT
60
Group Company
Note 31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000 RM000 RM000 RM000
Assets
Property, plant and equipment 3 361,960 335,394 306,196
Intangible assets 4 42,286 42,286 42,237
Investments in subsidiaries 5 134,226 126,676 126,645
Other investments 6 10,102 10,210 10,102 10,210
Amounts due from
subsidiaries 7 88,039 14,907
Total non-current assets 414,348 387,890 348,433 232,367 151,793 126,645
Trade and other receivables 7 60,832 121,405 141,244 107 54 42
Prepayments 2,585 4,154 3,114 36 171
Current tax assets 8,982 17,775 13,545
Cash and cash equivalents 8 32,195 110,586 144,897 3,137 88,907 102,639
Total current assets 104,594 253,920 302,800 3,280 88,961 102,852
Total assets 518,942 641,810 651,233 235,647 240,754 229,497
Equity
Share capital 81,981 81,981 81,981 81,981 81,981 81,981
Share premium 144,225 144,225 144,225 144,225 144,225 144,225
Reserves 196,068 290,098 294,315 9,092 9,420 1,823
Total equity attributable to
owners of the Company 422,274 516,304 520,521 235,298 235,626 228,029
Non-controlling interests 131
Total equity 9 422,405 516,304 520,521 235,298 235,626 228,029
Liabilities
Borrowings 10 47,546 43,312 35,619
Deferred tax liabilities 11 7,666 9,804
Total non-current liabilities 47,546 50,978 45,423
Borrowings 10 20,719 10,864 9,869
Trade and other payables 12 28,268 63,659 75,420 345 5,124 1,468
Current tax liabilities 4 5 4 4
Total current liabilities 48,991 74,528 85,289 349 5,128 1,468
Total liabilities 96,537 125,506 130,712 349 5,128 1,468
Total equity and liabilities 518,942 641,810 651,233 235,647 240,754 229,497
The notes on pages 66 to 108 are an integral part of these fnancial statements.
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012
61
Group Company
Note 2012 2011 2012 2011
RM000 RM000 RM000 RM000
Revenue 13 148,824 250,171 65,753 49,532
Cost of services (96,655) (120,216)
Gross proft 52,169 129,955 65,753 49,532
Administrative expenses (59,215) (64,115) (1,194) (1,755)
Other expenses (27,694) (25,020)
Other income 323 837 37
Results from operating activities 14 (34,417) 41,657 64,559 47,814
Interest expense 16 (3,489) (3,254)
Interest income 2,459 4,551 1,306 2,800
(Loss)/Proft before tax (35,447) 42,954 65,865 50,614
Tax expense 17 7,255 (4,810) (336) (656)
(Loss)/Proft for the year (28,192) 38,144 65,529 49,958
Other comprehensive (expense)/ income, net of tax
Fair value of available-for-sale fnancial assets 18 (108) 7,156 (108) 7,156
Other comprehensive (expense)/ income for the year (108) 7,156 (108) 7,156
Total comprehensive (expense)/ income for the year (28,300) 45,300 65,421 57,114
(Loss)/Proft attributable to:
Owners of the Company (28,188) 38,144 65,529 49,958
(Loss)/Proft for the year (28,192) 38,144 65,529 49,958
Total comprehensive (expense)/ income attributable to:
Owners of the Company (28,296) 45,300 65,421 57,114
Total comprehensive (expense)/ income for the year (28,300) 45,300 65,421 57,114
(Loss)/Earnings per ordinary share (sen)
Basic 19 (6.88) 9.31
STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME FOR THE YEAR ENDED
31 DECEMBER 2012
62
Attributable to owners of the Company
Non-distributable Distributable
Note
Share
capital
Share
premium
Fair value
reserve
Retained
earnings Total
Non
controlling-
interests
Total
equity
Group RM000 RM000 RM000 RM000 RM000 RM000 RM000
At 1 January 2011 81,981 144,225 294,315 520,521 520,521
Fair value of available-for-sale
fnancial asset 7,156 7,156 7,156
Proft for the year 38,144 38,144 38,144
Total comprehensive income
for the year 7,156 38,144 45,300 45,300
Contributions by and
distributions to owners of
the Company
- Dividends to owners of
the Company 20 (49,517) (49,517) (49,517)
Total transactions with
owners of the Company (49,517) (49,517) (49,517)
At 31 December 2011/
1 January 2012 81,981 144,225 7,156 282,942 516,304 516,304
Fair value of available-for-sale
fnancial asset (108) (108) (108)
Loss for the year (28,192) (28,192) (28,192)
Total comprehensive
expense for the year (108) (28,192) (28,300) (28,300)
Contributions by and
distributions to owners of
the Company
- Dividends to owners of
the Company 20 (65,749) (65,749) (65,749)
Changes in ownership
interests in a subsidiary 19 19 131 150
Total transactions with
owners of the Company (65,730) (65,730) 131 (65,599)
At 31 December 2012 81,981 144,225 7,048 189,020 422,274 131 422,405
Note 9 Note 9 Note 9
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
63
Attributable to owners of the Company
Non-distributable Distributable
Share Share Fair value Retained Total
Note capital premium reserve earnings equity
Company RM000 RM000 RM000 RM000 RM000
At 1 January 2011 81,981 144,225 1,823 228,029
Fair value of available-for-sale fnancial asset 7,156 7,156
Proft for the year 49,958 49,958
Total comprehensive income for the year 7,156 49,958 57,114
Contributions by and distributions to
owners of the Company
- Dividends to owners of the Company 20 (49,517) (49,517)
Total transactions with owners of the
Company (49,517) (49,517)
At 31 December 2011/ 1 January 2012 81,981 144,225 7,156 2,264 235,626
Fair value of available-for-sale fnancial asset (108) (108)
Proft for the year 65,529 65,529
Total comprehensive income for the year (108) 65,529 65,421
Contributions by and distributions to
owners of the Company
- Dividends to owners of the Company 20 (65,749) (65,749)
Total transactions with owners of the
Company (65,749) (65,749)
At 31 December 2012 81,981 144,225 7,048 2,044 235,298
Note 9 Note 9 Note 9 Note 9
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
64
Group Company
Note 2012 2011 2012 2011
RM000 RM000 RM000 RM000
Cash fows from operating activities
Adjustments for:
Depreciation of property, plant and equipment 25,212 22,745
Interest expense 3,489 3,254
Interest income (2,459) (4,551) (1,306) (2,800)
Property, plant and equipment written off 5,247 4
Loss/(Gain) on disposal of property,
plant and equipment 656 (3)
Operating (loss)/proft before working
capital changes (3,302) 64,403 64,559 47,814
Changes in working capital:
Trade and other receivables and prepayments 62,142 18,799 (73,221) (14,748)
Trade and other payables (35,391) (11,761) (4,779) 3,656
Cash generated from/(used in) operating activities 23,449 71,441 (13,441) 36,722
Income tax refund 8,726
Income tax paid (345) (11,173) (336) (652)
Interest paid (3,489) (3,254)
Interest received 2,459 4,551 1,306 2,800
Net cash from operating activities 30,800 61,565 (12,471) 38,870
Cash fows from investing activities
Increase in investments in subsidiaries (7,550) (31)
Increase in intangible assets (49)
Acquisition of other investments (3,054) (3,054)
(Uplift of)/Deposits pledged with licensed banks (60) 222
Purchase of property, plant and equipment (57,839) (51,947)
Proceeds from disposal of property,
plant and equipment 158 3
Net cash used in investing activities (57,741) (54,825) (7,550) (3,085)
Cash fows from fnancing activities
Disposal to non-controlling interests 150
Repayment of borrowings (8,600) (7,034)
Proceeds from borrowings 26,200 18,600
Repayment of fnance lease liabilities (3,511) (2,878)
Dividend paid (65,749) (49,517) (65,749) (49,517)
Net cash used in fnancing activities (51,510) (40,829) (65,749) (49,517)
Net decrease in cash and cash equivalents (78,451) (34,089) (85,770) (13,732)
Cash and cash equivalents at 1 January 109,735 143,824 88,907 102,639
Cash and cash equivalents at 31 December (i) 31,284 109,735 3,137 88,907
STATEMENTS OF CASH FLOWS
65
(i) Cash and cash equivalents
Cash and cash equivalents included in the statements of cash fows comprise the following statements of fnancial position
amounts:
Group Company
Note 2012 2011 2012 2011
RM000 RM000 RM000 RM000
Deposits placed with licensed banks 8 18,745 107,992 800 88,753
Cash and bank balances 8 13,450 2,594 2,337 154
Cash and cash equivalents 32,195 110,586 3,137 88,907
Less: Deposits pledged with licensed banks 8 (911) (851)
Cash and cash equivalents 31,284 109,735 3,137 88,907
STATEMENTS OF CASH FLOWS
66
Masterskill Education Group Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the
Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business and registered offce of the Company
are as follows:
Principal place of business
G-8 Jalan Kemacahaya 11
Taman Kemacahaya, Batu 9
43200 Cheras
Registered offce
B-13-15, Level 13, Menara Prima Tower B,
Jalan PJU1/39, Dataran Prima
47301 Petaling Jaya
The consolidated fnancial statements of the Company as at and for the year ended 31 December 2012 comprise the Company and
its subsidiaries (together referred to as the Group and individually referred to as Group entities). The fnancial statements of the
Company as at and for the year ended 31 December 2012 do not include other entities.

The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries are as stated in Note 5.
These fnancial statements were authorised for issue by the Board of Directors on 26 April 2013.
1. BASIS OF PREPARATION
(a) Statement of compliance
The fnancial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (MFRS), International Financial Reporting Standards and the Companies Act, 1965 in Malaysia. These
are the Groups and Companys frst fnancial statements prepared in accordance with MFRS and MFRS 1, First-time Adoption
of Malaysian Financial Reporting Standards has been applied.
In the previous fnancial years, the fnancial statements of the Group and of the Company were prepared in accordance
with Financial Reporting Standards (FRS) in Malaysia. The transition to MFRS does not have fnancial impact to the fnancial
statements of the Group and of the Company.
The Group and Company have early adopted the amendments to MFRS 101, Presentation of Financial Statements which
are effective for annual periods beginning on or after 1 July 2012. The early adoption of the amendments to MFRS 101
has no impact on the fnancial statements other than the presentation format of the statement of proft or loss and other
comprehensive income.
The following are accounting standards, amendments and interpretations of the MFRS framework that have been issued by
the Malaysian Accounting Standards Board (MASB) but have not been adopted by the Group and by the Company:
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2013
MFRS 10, Consolidated Financial Statements
MFRS 11, Joint Arrangements
MFRS 12, Disclosure of Interests in Other Entities
MFRS 13, Fair Value Measurement
MFRS 119, Employee Benefts (2011)
MFRS 127, Separate Financial Statements (2011)
MFRS 128, Investments in Associates and Joint Ventures (2011)
IC Interpretation 20, Stripping Costs in the Production Phase of a Surface Mine
NOTES TO THE FINANCIAL STATEMENTS
67
1. BASIS OF PREPARATION (Contd)
(a) Statement of compliance (Contd)
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2013(Contd)
Amendments to MFRS 7, Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities
Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards - Government Loans
Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards (Annual Improvements 2009-2011
Cycle)
Amendments to MFRS 101, Presentation of Financial Statements (Annual Improvements 2009-2011 Cycle)
Amendments to MFRS 116, Property, Plant and Equipment (Annual Improvements 2009-2011 Cycle)
Amendments to MFRS 132, Financial Instruments: Presentation (Annual Improvements 2009-2011 Cycle)
Amendments to MFRS 134, Interim Financial Reporting (Annual Improvements 2009-2011 Cycle)
Amendments to MFRS 10, Consolidated Financial Statements: Transition Guidance
Amendments to MFRS 11, Joint Arrangements: Transition Guidance
Amendments to MFRS 12, Disclosure of Interests in Other Entities: Transition Guidance
Amendments to MFRS 10, Consolidated Financial Statements: Investment Entities
Amendments to MFRS 12, Disclosure of Interests in Other Entities: Investment Entities
Amendments to MFRS 127, Separate Financial Statements (2011): Investment Entities
Amendments to MFRS 132, Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities
MFRS 9, Financial Instruments (2009)
MFRS 9, Financial Instruments (2010)
Amendments to MFRS 7, Financial Instruments: Disclosures Mandatory Date of MFRS 9 and Transition Disclosures
The Group and the Company plan to apply the abovementioned standards, amendments and interpretations:
from the annual period beginning on 1 January 2013 for those standards, amendments or interpretations that are
effective for annual periods beginning on or after 1 January 2013, except for MFRS 11, 12, 119 and 128, IC Interpretation
20, and Amendments to MFRS 11 and 12, which are not applicable to the Group and to the Company.
effective for annual periods beginning on or after 1 January 2014, except for MFRS 12 which is not applicable to the
Group and to the Company.
effective for annual periods beginning on or after 1 January 2015.
Material impacts of initial application of a standard, an amendment or an interpretation are discussed below:
(i) MFRS 9, Financial Instruments
MFRS 9 replaces the guidance in MFRS 139, Financial Instruments: Recognition and Measurement on the classifcation
and measurement of fnancial assets. Upon adoption of MFRS 9, fnancial assets will be measured at either fair value or
amortised cost. It is expected that the Groups investment in unquoted shares will be measured at fair value through
other comprehensive income.
The adoption of MFRS 9 will result in a change in accounting policy. The Group is currently assessing the fnancial impact
of adopting MFRS 9.
NOTES TO THE FINANCIAL STATEMENTS (CONTD)
68
1. BASIS OF PREPARATION (Contd)
(a) Statement of compliance (Contd)
(ii) MFRS 10, Consolidated Financial Statements
MFRS 10, Consolidated Financial Statements introduces a new single control model to determining which investees should
be consolidated. MFRS 10 supersedes MFRS 127, Consolidated and Separate Financial Statements and IC Interpretation
112, Consolidation Special Purpose Entities. There are three elements to the defnition of control in MFRS 10: (i) power
by investor over an investee, (ii) exposure, or rights, to variable returns from investors involvement with the investee,
and (iii) investors ability to affect those returns through its power over the investee.
The adoption of MFRS 10 will result in a change in accounting policy. The Group is currently assessing the fnancial
impact of adopting MFRS 10.
(iii) Amendments to MFRS 116, Property, Plant and Equipment (Annual Improvements 2009-2011 Cycle)
The amendments to MFRS 116 clarify that items such as spare parts, stand-by equipment and servicing equipment
shall be recognised as property, plant and equipment when they meet the defnition of property, plant and equipment.
Otherwise, such items are classifed as inventory. Currently, the Group does not hold such items.
The initial application of other standards, amendments and interpretations is not expected to have any material fnancial
impacts to the current and prior periods fnancial statements of the Group and of the Company upon their frst adoption.
(b) Basis of measurement
The fnancial statements have been prepared on the historical cost basis other than as disclosed in Note 2.
(c) Functional and presentation currency
These fnancial statements are presented in Ringgit Malaysia (RM), which is the Groups and the Companys functional
currency. All fnancial information is presented in RM and has been rounded to the nearest thousand, unless otherwise stated.
(d) Use of estimates and judgements
The preparation of the fnancial statements in conformity with Malaysian Financial Reporting Standards (MFRS) requires
management to make judgements, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.
There are no signifcant areas of estimation uncertainty and critical judgements in applying accounting policies that have
signifcant effect on the amounts recognised in the fnancial statements other than that disclosed in the following note:
Note 4 Impairment testing for cash-generating units containing goodwill
69
2. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to the periods presented in these fnancial statements,
and in preparing the opening MFRS statements of fnancial position of the Group and of the Company at 1 January 2011 (the
transition date to MFRS framework), unless otherwise stated.
(a) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities, including unincorporated entities, controlled by the Company. The fnancial statements of
subsidiaries are included in the consolidated fnancial statements from the date that control commences until the date
that control ceases. Control exists when the Company has the ability to exercise its power to govern the fnancial and
operating policies of an entity so as to obtain benefts from its activities. In assessing control, potential voting rights that
presently are exercisable are taken into account.
Investments in subsidiaries are measured in the Companys statement of fnancial position at cost less any impairment
losses. The cost of investments includes transaction costs.
(ii) Business combinations
Business combinations are accounted for using the acquisition method from the acquisition date, which is the date on
which control is transferred to the Group.
Acquisitions on or after 1 January 2011
For acquisitions on or after 1 January 2011, the Group measures the cost of goodwill at the acquisition date as:
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus
if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
the net recognised amount (generally fair value) of the identifable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in proft or loss.
For each business combination, the Group elects whether it measures the non-controlling interests in the acquiree
either at fair value or at the proportionate share of the acquirees identifable net assets at the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in
connection with a business combination are expensed as incurred.
As part of its transition to MFRS, the Group elected not to restate those business combinations that occurred before
the date of transition to MFRSs, i.e. 1 January 2011. Goodwill arising from acquisitions before 1 January 2011 has been
carried forward from the previous FRS framework as at the date of transition.
(iii) Acquisitions of non-controlling interests
The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control as equity
transactions between the Group and its non-controlling interest holders. Any difference between the Groups share of
net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves.
70
2. SIGNIFICANT ACCOUNTING POLICIES (Contd)
(a) Basis of consolidation (Contd)
(iv) Non-controlling interests
Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable directly
or indirectly to the equity holders of the Company, are presented in the consolidated statement of fnancial position
and statement of changes in equity within equity, separately from equity attributable to the owners of the Company.
Non-controlling interests in the results of the Group is presented in the consolidated statement of proft or loss and
other comprehensive income as an allocation of the proft or loss and the comprehensive income for the year between
non-controlling interests and owners of the Company.
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if
doing so causes the non-controlling interests to have a defcit balance.
(v) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions,
are eliminated in preparing the consolidated fnancial statements.
(b) Financial instruments
(i) Initial recognition and measurement
A fnancial asset or a fnancial liability is recognised in the statement of fnancial position when, and only when, the Group
or the Company becomes a party to the contractual provisions of the instrument.
A fnancial instrument is recognised initially, at its fair value plus, in the case of a fnancial instrument not at fair value
through proft or loss, transaction costs that are directly attributable to the acquisition or issue of the fnancial instrument.
An embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and only
if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not
categorised at fair value through proft or loss. The host contract, in the event an embedded derivative is recognised
separately, is accounted for in accordance with policy applicable to the nature of the host contract.
(ii) Financial instrument categories and subsequent measurement
The Group and the Company categorise fnancial instruments as follows:

Financial assets
(a) Loans and receivables
Loans and receivables category comprises debt instruments that are not quoted in an active market.
Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the
effective interest method.
71
(b) Financial instruments (Contd)
(ii) Financial instrument categories and subsequent measurement (Contd)
(b) Available-for-sale fnancial assets

Available-for-sale category comprises investment in equity and debt securities instruments that are not held for
trading.
Investments in equity instruments that do not have a quoted market price in an active market and whose fair
value cannot be reliably measured are measured at cost. Other fnancial assets categorised as available-for-sale are
subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except
for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged
items attributable to hedge risks of fair value hedges which are recognised in proft or loss. On derecognition, the
cumulative gain or loss recognised in other comprehensive income is reclassifed from equity into proft or loss.
Interest calculated for a debt instrument using the effective interest method is recognised in proft or loss.
All fnancial assets, except for those measured at fair value through proft or loss, are subject to review for impairment
(see Note 2(g)(i)).
Financial liabilities
All fnancial liabilities are subsequently measured at amortised cost other than those categorised as fair value through
proft or loss.
(iii) Derecognition
A fnancial asset or part of it is derecognised when, and only when the contractual rights to the cash fows from the
fnancial asset expire or the fnancial asset is transferred to another party without retaining control or substantially all
risks and rewards of the asset. On derecognition of a fnancial asset, the difference between the carrying amount and the
sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative
gain or loss that had been recognised in equity is recognised in proft or loss.
A fnancial liability or a part of it is derecognised when, and only when, the obligation specifed in the contract is
discharged or cancelled or expires. On derecognition of a fnancial liability, the difference between the carrying amount
of the fnancial liability extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in proft or loss.
(c) Property, plant and equipment
(i) Recognition and measurement
Freehold land and work-in-progress are stated at cost. Other items of property, plant and equipment are stated at cost
less any accumulated depreciation and any accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly
attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing
the items and restoring the site on which they are located. The cost of self-constructed assets also includes the cost of
materials and direct labour. For qualifying assets, borrowing costs are capitalised in accordance with the accounting policy
on borrowing costs. Cost also may include transfers from equity of any gain or loss on qualifying cash fow hedges of
foreign currency purchases of property, plant and equipment.
72
(c) Property, plant and equipment (Contd)
(i) Recognition and measurement (Contd)
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When signifcant parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
The gains or losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds
from disposal with the carrying amount of property, plant and equipment and are recognised net within other income
or other expenses respectively in proft or loss.
(ii) Subsequent costs
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount
of the item if it is probable that the future economic benefts embodied within the part will fow to the Group or the
Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised to proft or
loss. The costs of the day-to-day servicing of property, plant and equipment are recognised in proft or loss as incurred.
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Signifcant components of individual assets are
assessed, and if a component has a useful life that is different from the remainder of that asset, then that component is
depreciated separately.
Depreciation is recognised in proft or loss on a straight-line basis over the estimated useful lives of each part of an item
of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives
unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not
depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their
intended use.
The estimated useful lives for the current and comparative periods are as follows:
Buildings 33 1/3 years
Books 10 years
Motor vehicles 5 years
Furniture and fttings 10 years
Computer, LCD and overhead projectors 2 1/2 years
Renovation and electrical installation 10 years
Offce and medical equipment 10 years
Robes 5 years
Depreciation methods, useful lives and residual values are reviewed at the end of the reporting period and adjusted as
appropriate.
73
(d) Leased assets
(i) Finance lease
Leases in terms of which the Group or the Company assumes substantially all the risks and rewards of ownership are
classifed as fnance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its
fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted
for in accordance with the accounting policy applicable to that asset.
Minimum lease payments made under fnance leases are apportioned between the fnance expense and the reduction
of the outstanding liability. The fnance expense is allocated to each period during the lease term so as to produce a
constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for
by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confrmed.
Leasehold land which in substance is a fnance lease is classifed as property, plant and equipment.
(ii) Operating lease
Leases, where the Group or the Company does not assume substantially all the risks and rewards of ownership are
classifed as operating leases; the leased assets are not recognised in the statement of fnancial position.
Payments made under operating leases are recognised in proft or loss on a straight-line basis over the term of the
lease unless another systematic basis is more representative of the time pattern in which economic benefts from the
leased asset are consumed. Lease incentives received are recognised in proft or loss as an integral part of the total lease
expense, over the term of the lease. Contingent rentals are charged to proft or loss in the reporting period in which
they are incurred.
Leasehold land which in substance is an operating lease is classifed as prepaid lease payments.
(e) Intangible assets
(i) Goodwill
Goodwill arises on business combinations and is measured at cost less any accumulated impairment losses.
(ii) Amortisation
Goodwill is not amortised but is tested for impairment annually and whenever there is an indication that it may be
impaired.
(f) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have
an insignifcant risk of changes in value with original maturities of three months or less and are used by the Group and the
Company in the management of their short-term commitments. For the purpose of the statements of cash fows, cash and
cash equivalents are presented net of pledged deposits.
74
(g) Impairment
(i) Financial assets
All fnancial assets (except for investments in subsidiaries) are assessed at each reporting date whether there is any
objective evidence of impairment as a result of one or more events having an impact on the estimated future cash
fows of the asset. Losses expected as a result of future events, no matter how likely, are not recognised. For an equity
instrument, a signifcant or prolonged decline in the fair value below its cost is an objective evidence of impairment. If
any such objective evidence exists, then the fnancial assets recoverable amount is estimated.
An impairment loss in respect of loans and receivables is recognised in proft or loss and is measured as the difference
between the assets carrying amount and the present value of estimated future cash fows discounted at the assets
original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.
An impairment loss in respect of available-for-sale fnancial assets is recognised in proft or loss and is measured as
the difference between the assets acquisition cost (net of any principal repayment and amortisation) and the assets
current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale
fnancial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive
income is reclassifed from equity and recognised to proft or loss.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in proft or loss and is
measured as the difference between the assets carrying amount and the present value of estimated future cash fows
discounted at the current market rate of return for a similar fnancial asset.
Impairment losses recognised in proft or loss for an investment in an equity instrument is not reversed through proft
or loss.
If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an
event occurring after the impairment loss was recognised in proft or loss, the impairment loss is reversed, to the extent
that the assets carrying amount does not exceed what the carrying amount would have been had the impairment not
been recognised at the date the impairment is reversed. The amount of the reversal is recognised in proft or loss.
(ii) Other assets
The carrying amounts of other assets (except for deferred tax asset) are reviewed at the end of each reporting period
to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable
amount is estimated. For goodwill, the recoverable amount is estimated each period at the same time.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash
infows from continuing use that are largely independent of the cash infows of other assets or cash-generating units.
Subject to an operating segment ceiling test, for the purpose of goodwill impairment testing, cash-generating units to
which goodwill has been allocated are aggregated so that the level at which impairment testing is performed refects
the lowest level at which goodwill is monitored for internal reporting purposes. The goodwill acquired in a business
combination, for the purpose of impairment testing, is allocated to group of cash-generating units that are expected to
beneft from the synergies of the combination.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs
to sell. In assessing value in use, the estimated future cash fows are discounted to their present value using a pre-tax
discount rate that refects current market assessments of the time value of money and the risks specifc to the asset or
cash-generating unit.
75
(g) Impairment (Contd)
(ii) Other assets (Contd)
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds its
estimated recoverable amount.
Impairment losses are recognised in proft or loss. Impairment losses recognised in respect of cash-generating units are
allocated frst to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or the group of
cash-generating units) and then to reduce the carrying amount of the other assets in the cash-generating unit (or the
group of cash-generating units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised
in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or
no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent
that the assets carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to
proft or loss in the year in which the reversals are recognised.
(h) Equity instruments
Instruments classifed as equity are measured at cost on initial recognition and are not remeasured subsequently.
(i) Issue expenses
Costs directly attributable to issue of instruments classifed as equity are recognised as a deduction from equity.
(ii) Ordinary shares
Ordinary shares are classifed as equity.
(i) Employee benefts
(i) Short-term employee benefts
Short-term employee beneft obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are
measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus or proft-sharing plans if
the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.

(ii) State plans
The Groups contributions to statutory pension funds are charged to proft or loss in the fnancial year to which they
relate. Once the contributions have been paid, the Group has no further payment obligations.
76
(j) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outfow of economic benefts will be required to settle the obligation. Provisions
are determined by discounting the expected future cash fows at a pre-tax rate that refects current market assessments of
the time value of money and the risks specifc to the liability. The unwinding of the discount is recognised as fnance cost.
(k) Contingent liabilities
Where it is not probable that an outfow of economic benefts will be required, or the amount cannot be estimated reliably,
the obligation is not recognised in the statements of fnancial position and is disclosed as a contingent liability, unless the
probability of outfow of economic benefts is remote. Possible obligations, whose existence will only be confrmed by the
occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability
of outfow of economic benefts is remote.
(l) Revenue and other income
(i) Services
Revenue of the Group represents course fees, registration fees, processing fees, administration fees and other
miscellaneous fees.
Revenue from course fees is recognised over the period of the course in proft or loss. Registration fees, processing fees
and administration fees are recognised in proft or loss upon commencement of the course.
Other miscellaneous fees represent physiotherapy and rehabilitation services fees, dialysis services fees, convocation fees
and co-curriculum fees.
(ii) Interest income
Interest income is recognised as it accrues using the effective interest method in proft or loss except for interest income
arising from temporary investment of borrowings taken specifcally for the purpose of obtaining a qualifying asset which
is accounted for in accordance with the accounting policy on borrowing costs.
(iii) Dividend income
Dividend income is recognised in proft or loss on the date that the Groups or the Companys right to receive payment
is established, which in the case of quoted securities is the ex-dividend date.
(m) Borrowing costs
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are
recognised in proft or loss using the effective interest method.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that
necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of
those assets.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is
being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use
or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary
to prepare the qualifying asset for its intended use or sale are interrupted or completed.
77
(m) Borrowing costs (Contd)
Investment income earned on the temporary investment of specifc borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation.
(n) Income tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in proft or loss except
to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous fnancial years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of
assets and liabilities in the statement of fnancial position and their tax bases. Deferred tax is not recognised for the following
temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is
not a business combination and that affects neither accounting nor taxable proft or loss. Deferred tax is measured at the tax
rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been
enacted or substantively enacted by the end of the reporting period.
Deferred tax recognised is measured based on the expected manner of realisation or settlement of the carrying amount
of the assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and
liabilities are not discounted.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and
they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profts will be available against which
the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are
reduced to the extent that it is no longer probable that the related tax beneft will be realised.
Unutilised investment tax allowance, being tax incentive that is not a tax base of an asset, is recognised as a deferred tax asset
to the extent that it is probable that the future taxable profts will be available against which the unutilised tax incentive can
be utilised.
(o) Earnings per ordinary share
The Group presents basic and diluted earnings per share data for its ordinary shares (EPS).
Basic EPS is calculated by dividing the proft or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period, adjusted for own shares held.
Diluted EPS is determined by adjusting the proft or loss attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding adjusted for own shares held for the effects of all dilutive potential ordinary shares.
(p) 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 Groups other components. An
operating segments operating results are reviewed regularly by the chief operating decision maker, which in this case is the
Chief Executive Offcer of the Group, to make decisions about resources to be allocated to the segment and to assess its
performance, and for which discrete fnancial information is available.
78
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80
3. PROPERTY, PLANT AND EQUIPMENT (Contd)
3.1 Leased plant and machinery
Included in property, plant and equipment of the Group are motor vehicles acquired under fnance lease arrangements with
a carrying amount of RM7,298,000 (31.12.2011: RM10,080,000; 1.1.2011: RM12,231,000).
3.2 Security
At 31 December 2012, properties and motor vehicles with a carrying amount of RM127,777,000 (31.12.2011: RM102,677,000;
1.1. 2011: RM68,251,000) and RM688,000 (31.12.2011: RM1,001,000; 1.1.2011: RM1,344,000) respectively are pledged to
secure bank loans (see Note 10).
3.3 Land
Included in the carrying amounts of land are:
31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000
Freehold land 56,186 56,186 56,186
Leasehold land with unexpired lease period of more than 50 years 33,425 23,930 24,207
Total 89,611 80,116 80,393
3.4 Others
At 31 December 2012, the gross amount of property, plant and equipment fully depreciated but still in use amounted to
RM11,236,000 (31.12.2011: RM7,541,000; 1.1.2011: RM6,446,000).
The land title for freehold land and buildings with carrying amount of RM33,400,000 (31.12.2011: RM34,460,000; 1.1.2011:
RM32,557,000) is pending issuance by the authorities.
The land titles for certain other freehold land and buildings with carrying amount of RM22,701,000 (31.12.2011: RM23,492,000;
1.1.2011: RM23,255,000) are pending issuance by the relevant authorities as a result of legal matters highlighted in Note 26.
4. INTANGIBLE ASSETS
Group
31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000
Cost
Goodwill 42,286 42,286 42,237
The goodwill recognised is attributable mainly to skills and technical talent of the business work force and to the operating
divisions market position in the education sector.
81
4. INTANGIBLE ASSETS (Contd)
Impairment testing for cash-generating units containing goodwill
For the purpose of impairment testing, goodwill is allocated to the Groups operating division which represents the lowest level
within the Group at which the goodwill is monitored for internal management purposes.
The recoverable amount of the operating division was based on its value in use calculation. The estimated value in use was
determined using pre-tax discount rate of 12.5% based on the following key assumptions:
(i) Cash fows were projected based on past experience, actual operating results and prospective fnancial information.
(ii) The values assigned to the key assumptions represent managements assessment of trends in the education industry and are
based on both external sources and internal sources (historical data).
The estimated recoverable amount exceeds the carrying amount of goodwill. Management considers that no impairment should
be recognised.
5. INVESTMENTS IN SUBSIDIARIES
Company
Note 31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000
At cost:
Unquoted shares 91,381 83,831 83,800
Amounts due from subsidiaries 5.1 42,845 42,845 42,845
134,226 126,676 126,645

5.1 The amounts due from subsidiaries were non-trade in nature, unsecured and interest free. The settlement of the amounts
was neither planned nor likely to occur in the foreseeable future. As these amounts were in substance, a part of the
Companys net investment in the subsidiaries, they were stated at cost less accumulated impairment losses.
82
5. INVESTMENTS IN SUBSIDIARIES (Contd)
Details of the subsidiaries are as follows:
Name of subsidiary
Country of
incorporation Principal activities Effective ownership interest
31.12.2012 31.12.2011 1.1.2011
% % %
Masterskill (M) Sdn. Bhd. Malaysia Provision of education in nursing
and allied health sciences in
the healthcare industry
100 100 100
Masterskill Campus Management
Sdn. Bhd.
Malaysia Dormant 100 100 100
Valencia Education Group Sdn.
Bhd. (f.k.a. Masterskill Worldwide
Management Sdn. Bhd.)
Malaysia Provision of education, training,
management consultation and
investment holding
70 100 100
Masterskill Resources Sdn. Bhd. Malaysia Provision of support services 100 100 100
Medic Express Sdn. Bhd. Malaysia Dormant 100 100 100
Masterskill International Sdn. Bhd. Malaysia Dormant 100 100 100
Masterskill Physiotherapy and
Rehabilitation Centre Sdn. Bhd.
Malaysia Provision of physiotherapy and
rehabilitation services
100 100 100
MUCH Sdn. Bhd. Malaysia Dormant 100 100 100
Masterskill Dialysis Sdn. Bhd. Malaysia Provision of dialysis services and
facilities
100 100 100
Unihealth (M) Sdn. Bhd. Malaysia Dormant 100 100
Aspiration Achievers Network Sdn.
Bhd. (f.k.a. Unihealth Education
Group Sdn. Bhd.)
Malaysia Dormant 100 100
Masterskill Gerontology Sdn. Bhd. Malaysia Dormant 100 100
Masterskill International
Incorporated
Malaysia Dormant 100 100
In June 2012, the Group disposed 30% of its interest in Valencia Education Group Sdn. Bhd. (VEG) (f.k.a. Masterskill Worldwide
Management Sdn. Bhd.) for RM3 in cash, decreasing its ownership from 100% to 70%. At the same time, VEG increased its issued
and paid-up share capital from RM10 to RM500,000 by way of issuing of 499,990 new ordinary shares of RM1.00 each at par
for cash. The carrying amount of VEGs net assets in the Groups fnancial statements on date of the disposal was RM53,000.
The Group recognised non-controlling interests of RM131,000 in the statement of fnancial position and an increase in retained
earnings of RM19,000.
83
6. OTHER INVESTMENTS

Group and Company
31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000
Non-current
Available-for-sale fnancial assets:
Quoted shares outside Malaysia 10,102 10,210
Representing items:
At fair value 10,102 10,210
7. TRADE AND OTHER RECEIVABLES

Group Company
Note 31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000 RM000 RM000 RM000
Non-current
Amounts due from
subsidiaries 7.1 88,039 14,907
Current
Trade
Trade receivables 51,796 105,344 126,495
Non-trade
Other receivables 1,246 2,085 2,813 54 42
Deposits 7.2 7,790 13,976 11,936
Amount due from a subsidiary 7.3 107
60,832 121,405 141,244 107 54 42
7.1 The amounts due from subsidiaries were non-trade in nature, unsecured and interest free. The settlement of these amounts
was neither planned nor likely to occur in the foreseeable future.
7.2 Included in deposits of the Group are rental deposits for accommodation amounting to RM3,579,000 (31.12.2011:
RM6,383,000; 1.1.2011: RM8,046,000) and deposit for the acquisition of land and building amounting to RM2,940,000 (2011:
RM5,814,000; 1.1.2011: RM2,940,000).
7.3 The amount due from a subsidiary was non-trade in nature, unsecured, interest free and repayable on demand.
84
8. CASH AND CASH EQUIVALENTS

Group Company
31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000 RM000 RM000 RM000
Deposits placed with licensed banks 18,745 107,992 135,055 800 88,753 100,676
Cash and bank balances 13,450 2,594 9,842 2,337 154 1,963
32,195 110,586 144,897 3,137 88,907 102,639

Deposits placed with licensed banks of RM911,000 (31.12.2011: RM851,000; 1.1.2011: RM1,073,000) have been pledged to
licensed banks for a bank guarantee facility and to secure credit facilities granted to a subsidiary (Note 10).
9. SHARE CAPITAL, SHARE PREMIUM AND RESERVES
Share capital
Group and Company
31.12.2012 31.12.2011 1.1.2011
Amount
RM000
Number
of shares
000
Amount
RM000
Number
of shares
000
Amount
RM000
Number
of shares
000
Authorised:
Ordinary shares of RM0.20 each 200,000 1,000,000 200,000 1,000,000 200,000 1,000,000
Issued and fully paid:
Ordinary shares of RM0.20 each 81,981 409,906 81,981 409,906 81,981 409,906
9.1 Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote
per share at meetings of the Company and rank equally with regard to the Companys residual assets.
9.2 Share premium
This relates to share premium arising from the public issue of shares.
9.3 Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of available-for-sale fnancial assets until the
investments are derecognised or impaired.
9.4 Section 108 credit
The Finance Act, 2007 introduced a single tier company income tax system with effect from 1 January 2008. As such, the
Company may distribute single tier dividends to its shareholders out of its retained earnings as at 31 December 2012.
85
10. BORROWINGS

Group
31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000
Non-current
Finance lease liabilities 1,581 4,497 7,771
Revolving credit (Islamic) (secured) 1,152 3,274
Term loan (Islamic) (secured) 45,965 37,663 24,574
47,546 43,312 35,619
Current
Finance lease liabilities 2,463 3,058 2,662
Revolving credit (Islamic) (secured) 11,213 2,150 2,166
Term loan (Islamic) (secured) 7,043 5,656 5,041
20,719 10,864 9,869
68,265 54,176 45,488
Security and rates
The revolving credit and term loan bear interest ranging from 5.1% to 5.6% (31.12.2011: 4.7% to 5.5%; 1.1.2011: 4.1% to 5.0%)
per annum.
The subsidiary is to maintain a minimum tangible net worth (TNW) of RM250 million for the revolving credit, term loan and
guarantee facilities (TNW is defned as the sum of the subsidiarys shareholders fund, subordinated shareholders advances and
reserves).
The credit facilities mentioned above are secured by the following:
i) Land and buildings (see Note 3) with a carrying amount of RM127,777,000 (31.12.2011: RM102,677,000;
1.1.2011:RM90,391,000).
ii) Assignment over the insurance policies taken for certain land and buildings secured.
iii) Assignment over the proceeds from Perbadanan Tabung Pendidikan Tinggi Nasional (PTPTN) and operating account.
86
10. BORROWINGS (Contd)
Terms and debt repayment schedule
Total
Less than
1 year 2 - 5 years
More than
5 years
Group RM000 RM000 RM000 RM000
31 December 2012
Term loan (Islamic) (secured) 53,008 7,043 23,744 22,221
Revolving credit (Islamic) (secured) 11,213 11,213
64,221 18,256 23,744 22,221
31 December 2011
46,621 7,806 20,528 18,287
1 January 2011
35,055 7,207 20,517 7,331
Finance lease liabilities

Finance lease liabilities are subject to interest rates ranging from 2.18% to 4.45% (31.12.2011: 2.18% to 4.45%; 1.1.2011: 2.18% to
4.45%) per annum and are payable as follows:

Future
minimum
lease
payments Interest
Present
value of
minimum
lease
payments
Future
minimum
lease
payments Interest
Present
value of
minimum
lease
payments
Future
minimum
lease
payments Interest
Present
value of
minimum
lease
payments
31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
Group RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Less than one
year 2,640 177 2,463 3,448 390 3,058 3,228 566 2,662
Between one
and fve years 1,624 43 1,581 4,743 246 4,497 8,446 675 7,771
4,264 220 4,044 8,191 636 7,555 11,674 1,241 10,433
87
11. DEFERRED TAX ASSETS/(LIABILITIES)
Recognised deferred tax assets/(liabilities)
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net
31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Property, plant
and equipment (10,282) (11,160) (12,057) (10,282) (11,160) (12,057)
Unutilised
investment tax
allowance 1,577 3,494 2,253 1,577 3,494 2,253
Unabsorbed
capital
allowance 8,475 8,475
Unutilised tax
losses 230 230
Net tax assets/
(liabilities) 10,282 3,494 2,253 (10,282) (11,160) (12,057) (7,666) (9,804)
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following item (stated as gross):
31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000
Unutilised investment tax allowances 24,310
Unutilised tax losses 655 237
24,965 237
The unutilised tax losses do not expire under current tax legislation.
Deferred tax assets have not been recognised in respect of this item because it is not probable that suffcient taxable proft will
be available against which the subsidiary can utilise the benefts there from.
Movement in temporary differences during the year
Recognised At Recognised
At in proft 31.12.2011/ in proft At
1.1.2011 or loss 1.1.2012 or loss 31.12.2012
RM000 RM000 RM000 RM000 RM000
(Note 17) (Note 17)
Property, plant and equipment (12,057) 897 (11,160) 878 (10,282)
Unutilised investment tax allowance 2,253 1,241 3,494 (1,917) 1,577
Unabsorbed capital allowance 8,475 8,475
Unutilised tax losses 230 230
(9,804) 2,138 (7,666) 7,666
88
12. TRADE AND OTHER PAYABLES
Group Company
Note 31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000 RM000 RM000 RM000
Trade
Trade payables 689 423 550
Non-trade
Other payables and accruals 12.1 27,579 63,236 74,870 345 409 1,468
Amounts due to subsidiaries 12.2 4,715
28,268 63,659 75,420 345 5,124 1,468
12.1 Included in other payables and accruals of the Group is an amount of RM13,971,000 (31.12.2011: RM49,608,000; 1.1.2011:
RM53,353,000) being registration fees received in advance and deferred course fee income.
12.2 The amounts due to subsidiaries are unsecured, interest free and repayable on demand.
13. REVENUE
Group Company
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Revenue comprises:
Course fees 145,173 240,661
Administration fees 1,091 2,997
Registration fees 756 2,196
Processing fees 432 607
Other miscellaneous fees 1,372 3,710
Dividend income 65,753 49,532
148,824 250,171 65,753 49,532
89
14. RESULTS FROM OPERATING ACTIVITIES
Group Company
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Results from operating activities is arrived at after charging:
Auditors remuneration
- Audit fees
- KPMG 230 210 60 45
- Non-audit fees
- KPMG and local affliates of KPMG 74 136 74 124
Impairment loss:
- Trade receivables 6,166 6,173
Depreciation of property, plant and equipment 25,212 22,745
Rental of offce 1,899 1,942
Rental of hostels 23,813 33,617
Property, plant and equipment written off 5,247 4
Loss on disposal of property, plant and equipment 656
Personnel expenses (including key management personnel):
- Contributions to Employees Provident Fund 5,749 5,807 111 65
- Wages, salaries and others 50,978 57,576 671 1,069
and after crediting:
Gain on disposal of property, plant and equipment 3
15. KEY MANAGEMENT PERSONNEL COMPENSATION
The key management personnel compensations are as follows:
Group Company
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Directors
- Fees
- Current year 392 450 203 288
- Under provision in prior years 308 288
- Remuneration 4,885 7,379 489 504
- Allowance 576 773 90 122
Other short term employee benefts (including estimated
monetary value of benefts-in-kind) 32 84
5,885 8,994 782 1,202
90
16. INTEREST EXPENSE
Group Company
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Interest expense of fnancial liabilities that are not at fair value
through proft or loss:
- loans 2,684 2,628
- revolving credit 424 221
- fnance lease liabilities 381 605
3,489 3,454
Recognised in proft or loss 3,489 3,254
Capitalised on qualifying assets:
- property, plant and equipment 200
3,489 3,454
17. TAX EXPENSE
Group Company
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Recognised in proft or loss
Current tax expense
- Current year 331 3,773 323 681
- Under /(Over) provision in prior years 80 3,175 13 (25)
411 6,948 336 656
Deferred tax expense
- Origination and reversal of temporary differences (6,589) 2,260
- Over provision in prior years (1,077) (4,398)
(7,666) (2,138)
(7,255) 4,810 336 656
91
17. TAX EXPENSE (Contd)
Group Company
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Reconciliation of tax expense
Income tax using Malaysian
tax rate of 25% (2011: 25%) (8,862) 10,739 16,466 12,654
Non-deductible expenses 922 1,425 308 410
Tax incentives * 1,577 (6,190)
Deferred tax asset not recognised 105 59
Tax exempt income (16,438) (12,383)
(6,258) 6,033 336 681
Over provision in prior years (997) (1,223) (25)
(7,255) 4,810 336 656
* A subsidiary has been granted investment tax allowances which exempt 70% of its statutory income for a period of 10 years
from 16 January 2006 to 16 January 2016.
18. OTHER COMPREHENSIVE INCOME
Before tax
Tax (expense)/
beneft Net of tax
Group and Company RM000 RM000 RM000
2012
Fair value of available-for-sale fnancial assets
- Losses arising during the year (108) (108)
2011
Fair value of available-for-sale fnancial assets
- Gains arising during the year 7,156 7,156
19. (LOSS)/EARNINGS PER ORDINARY SHARE PER ORDINARY SHARE
Basic (loss)/earnings per ordinary share
The calculation of basic (loss)/earnings per ordinary share at 31 December 2012 was based on the (loss)/proft attributable to
ordinary shareholders of RM(28,188,000) (2011: RM38,144,000) and the weighted average number of ordinary shares at 31
December 2012 of 409,906,000 (2011: 409,906,000) shares.
92
20. DIVIDENDS
Dividends recognised by the Company:
Sen per share Total Date of payment
RM000
2012
Second interim single tier 2011 ordinary 1.40 5,739 9 April 2012
First interim single tier 2012 ordinary 14.64 60,010 3 July 2012
Total 65,749
2011
Final single tier 2010 ordinary 7.90 32,383 15 June 2011
First interim single tier 2011 ordinary 4.18 17,134 20 December 2011
Total 49,517
21. OPERATING SEGMENTS
The Group has two (2011: two) reportable segments, as described below, which are the Groups strategic business units. The
strategic business units offer different products and services, and are managed separately because they require different skill sets
and marketing strategies.
For each of the strategic business unit, the Groups Chief Executive Offcer (the chief operating decision maker) reviews internal
management reports on a regular basis. The following summary describes the operations in each of the Groups reportable
segment:
University Colleges - the Group offers students a range of degree and diploma courses in nursing and allied health disciplines
at post-secondary level.
Colleges - the Group offers students a range of diploma courses in nursing and allied health disciplines at post-secondary
level.
Information regarding the results of each reportable segment is included below.
Operating results of the reportable segments are independently evaluated for performance measurement and resource allocation
decisions. Segment performance is evaluated based on operating proft or loss which is similar to the accounting proft or loss as
included in the internal management reports reviewed by the Groups Chief Executive Offcer.
The Group accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, which approximate
market prices. These inter-segment transactions are eliminated on consolidation.
Segment revenue and expenses are the operating revenue and expenses reported in the Groups consolidated statement of
comprehensive income that are directly attributable to a reportable segment and the relevant portion of such revenue and
expenses that can be allocated on a reasonable basis to the reportable segment.
Segment assets and liabilities: Segment assets include all operating assets used by a reportable segment and consist principally of
operating receivables, property, plant and equipment, net of allowances and provisions. Segment liabilities include all operating
liabilities and consist principally of accounts payable and accrued expenses.
Capital expenditure includes the total cost incurred to acquire property, plant and equipment, investment properties, and
intangible assets directly attributable to the segment.
93
21. OPERATING SEGMENTS(Contd)
University
colleges Colleges Total
Group RM000 RM000 RM000
2012
Segment (loss)/proft before tax (40,731) 5,715 (35,016)
Included in the measure of segment (loss)/proft are:
Revenue from external customers 51,358 97,394 148,752
Interest income 1,120 1,120
Interest expense (2,329) (1,160) (3,489)
Depreciation of property, plant and equipment (11,906) (13,306) (25,212)
Segment assets 269,739 193,033 462,772
Included in the measure of segment assets are:
Additions to non-current assets other than fnancial instruments
and deferred tax assets 25,883 533 26,416
Segment liabilities (226,762) (250) (227,012)
2011
Segment (loss)/proft before tax (10,848) 53,064 42,216
Included in the measure of segment (loss)/proft are:
Revenue from external customers 93,681 156,459 250,140
Interest expense (3,254) (3,254)
Depreciation of property, plant and equipment (10,909) (11,836) (22,745)
Segment assets 306,916 192,500 499,416
Included in the measure of segment assets are:
Additions to non-current assets other than fnancial instruments
and deferred tax assets 3,149 26,058 29,207
Segment liabilities (124,699) (317) (125,016)
94
21. OPERATING SEGMENTS (Contd)
Reconciliations of reportable segment proft or loss, revenue, assets, liabilities and other material items
Group
2012 2011
RM000 RM000
Proft or Loss
Total (loss)/proft for reportable segments (35,016) 42,216
Other non-reportable segments (1,771) (2,096)
Consolidated (loss)/proft before tax (35,448) 42,954
Revenue
Total revenue for reportable segments 148,752 250,140
Other non-reportable segments 72 31
Consolidated revenue 148,824 250,171
Interest income
Total interest income for reportable segments 1,120 1,717
Other non-reportable segments 1,339 2,834
Consolidated total interest income 2,459 4,551
Assets
Total assets for reportable segments 462,772 499,416
Other non-reportable segments 237,438 237,242
Elimination of inter-segment (181,268) (94,848)
Consolidated total assets 518,942 641,810
Liabilities
Total liabilities for reportable segments (227,012) (125,016)
Other non-reportable segments (1,688) (490)
Elimination of inter-segment 132,163
Consolidated total liabilities (96,537) (125,506)
95
21. OPERATING SEGMENTS (Contd)
Geographical segments
The Group operates in seven main geographical cities in Malaysia, namely Cheras, Ipoh, Kota Kinabalu, Kota Bharu, Alor Setar,
Kuching and Pasir Gudang.
Segment revenue is based on the city where the services are rendered and the location where the students are located.
Non-current assets are shown by geographical city in which the assets are located. Non-current assets consist of property, plant
and equipment.
Cheras Ipoh
Kota
Kinabalu
Kota
Bharu
Alor
Setar Kuching
Pasir
Gudang Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
2012
Total revenue from external
customers 50,497 24,320 42,462 17,329 13,284 860 148,752
Non-current assets 133,518 34,096 82,963 60,223 15,743 35,417 361,960
2011
Total revenue from external
customers 92,970 43,911 67,695 30,504 14,349 711 250,140
Non-current assets 106,619 37,553 72,769 64,418 624 17,128 36,283 335,394
96
22. FINANCIAL INSTRUMENTS
22.1 Categories of fnancial instruments
The table below provides an analysis of fnancial instruments categorised as follows:
(a) Loans and receivables (L&R);
(b) Available-for-sale fnancial assets (AFS); and
(c) Financial liabilities measured at amortised cost (FL).

Carrying L&R/
amount (FL) AFS
31 December 2012 RM000 RM000 RM000
Financial assets
Group
Other investments 10,102 10,102
Trade and other receivables 60,832 60,832
Cash and cash equivalents 32,195 32,915
103,129 93,027 10,102
Company
Amount due from subsidiaries 88,146 88,146
101,385 91,283 10,102
31 December 2012
Group
Loans and borrowings (68,265) (68,265)
Trade and other payables (28,268) (28,268)
(96,533) (96,533)
Company
Trade and other payables (345) (345)
97
22. FINANCIAL INSTRUMENTS (Contd)
22.1 Categories of fnancial instruments (Contd)
Carrying L&R/
amount (FL) AFS
31 December 2011 RM000 RM000 RM000
Financial assets
Group
242,201 231,991 10,210
Company
Amount due from subsidiaries 14,907 14,907
Trade and other receivables 54 54
114,078 103,868 10,210
31 December 2011
Group
(117,835) (117,835)
Company
98
22.1 Categories of fnancial instruments (Contd)
Carrying L&R/
amount (FL) AFS
1 January 2011 RM000 RM000 RM000
Financial assets
Group
286,141 286,141
Company
Trade and other receivables 42 42
102,681 102,681
1 January 2011
Group
(120,908) (120,908)
Company
22.2 Net gains and losses arising from fnancial instruments
Group Company
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Net (losses)/gains on:
Loans and receivables (4,320) (1,622) 1,306 2,800
Financial liabilities measured at amortised cost (3,489) (3,254)
(7,809) (4,876) 1,306 2,800
22.3 Financial risk management
The Group has exposure to the following risks from its use of fnancial instruments:
Credit risk
Liquidity risk
Market risk
99
22.4 Credit risk
Credit risk is the risk of a fnancial loss to the Group if an educational sponsor, student or counterparty to a fnancial
instrument fails to meet its contractual obligations. The Groups exposure to credit risk arises principally from its receivables
from Perbadanan Tabung Pendidikan Tinggi Nasional (PTPTN), other educational sponsors and self-sponsored students.
Receivables
Risk management objectives, policies and processes for managing the risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Evaluations of
students are performed by PTPTN or other educational sponsors before courses are offered to the students.
Exposure to credit risk and credit quality
As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the
carrying amounts in the statements of fnancial position.
Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are stated at
their realisable values. Approximately 97% (31.12.2011: 94%; 1.1.2011: 96%) of trade receivables are due from PTPTN. Any
receivables due from students who have quit, terminated, rejected and withdrawn from their courses are deemed to have
higher credit risk and are monitored individually.
Impairment losses
The Group maintains an ageing in respect to trade receivables only. The ageing of receivables as at the end of the reporting
period was:
Individual Collective
Gross impairment impairment Net
Group RM000 RM000 RM000 RM000
31 December 2012
1 - 30 days 1,065 1,065
31 - 60 days 12,361 12,361
61 - 90 days 8,908 8,908
91 - 120 days 3,351 3,351
More than 120 days 50,139 (24,028) 26,111
75,824 (24,028) 51,796
31 December 2011
1 - 30 days 31,134 31,134
31 - 60 days 17,548 17,548
61 - 90 days 14,525 14,525
91 - 120 days 3,349 3,349
More than 120 days 56,650 (17,862) 38,788
123,206 (17,862) 105,344
1 January 2011
1 - 30 days 33,830 33,830
31 - 60 days 26,051 26,051
61 - 90 days 23,025 23,025
91 - 120 days 2,062 2,062
More than 120 days 53,216 (11,689) 41,527
138,184 (11,689) 126,495
100
22.4 Credit risk (Contd)
Impairment losses (Contd)
Other receivables and deposits are neither due nor impaired. Therefore, these are stated at their realisable values.
The movements in allowance for impairment losses of receivables during the fnancial year were as follows:

Group
2012 2011
RM000 RM000
At 1 January 17,862 11,689
Impairment loss recognised 8,033 7,116
Impairment loss reversed (1,867) (943)
At 31 December 24,028 17,862
The allowance account in respect of trade receivables is used to record impairment losses. Unless the Group is satisfed
that recovery of the amount is possible, the amount is considered irrecoverable and is written off against the receivable
directly.
Inter company balances
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured loans and advances to subsidiaries. The Company monitors the results of the subsidiaries
regularly.
Exposure to credit risk and credit quality
As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in
the statement of fnancial position.
Impairment losses
As at the end of the reporting period, there was no indication that the advances to the subsidiaries are not recoverable.
The Company does not specifcally monitor the ageing of the advances to the subsidiaries.
101
22.5 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its fnancial obligations as they fall due. The Groups
exposure to liquidity risk arises principally from its various payables and borrowings.
The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to
ensure, as far as possible, that it will have suffcient liquidity to meet its liabilities when they fall due.
Maturity analysis
The table below summarises the maturity profle of the Groups fnancial liabilities as at the end of the reporting period
based on undiscounted contractual payments:
Carrying Contractual Contractual Under Within More than
amount interest rate cash fows 1 year 2 - 5 years 5 years
Group RM000 RM000 RM000 RM000 RM000
31 December 2012
Non-derivative fnancial liabilities
Term loan (Islamic) 53,008 5.0% - 5.7% 64,776 9,619 30,811 24,346
Revolving credit (Islamic) 11,213 5.1% - 5.3% 11,231 11,231
Finance lease liabilities 4,044 2.2% - 4.5% 4,264 2,640 1,624
Trade and other payables 28,268 28,268 28,268
96,533 108,539 51,758 32,435 24,346
Group RM000 RM000 RM000 RM000 RM000
31 December 2011
Revolving credit (Islamic) 3,302 5.0% - 5.5% 3,437 2,267 1,170
117,835 127,629 76,987 30,552 20,090
1 January 2011
Revolving credit (Islamic) 5,440 4.9% 5,746 2,340 3,406
120,908 128,911 86,325 29,285 13,301
102
22.5 Liquidity risk (Contd)

Maturity analysis (Contd)
Company RM000 RM000 RM000 RM000 RM000
31 December 2012
Trade and other payables 345 345 345
31 December 2011
1 January 2011
The balances in the above table will not agree directly with the balances in the statements of fnancial position as the table
incorporates, on an undiscounted basis, all cash fows relating to principal and future coupon payments.
22.6 Market risk
Market risk is the risk that changes in market prices, such as interest rates and other prices will affect the Groups fnancial
position or cash fows.
22.7 Interest rate risk
The Groups exposure to changes in interest rate relates primarily to interest-earning fnancial assets and interest-bearing
fnancial liabilities. Interest rate risk is managed by the Group on an ongoing basis with the primary objective of limiting the
extent to which net interest expense could be affected by adverse movements in interest rates.
Exposure to interest rate risk
The interest rate profle of the Groups signifcant interest-earning and interest-bearing fnancial instruments, based on
carrying amounts as at the end of the reporting period was:

Group Company
31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000 RM000 RM000 RM000
Fixed rate instruments
Financial assets
Deposits placed with licensed bank 18,745 107,992 135,055 800 88,753 106,676
Finance lease liabilities (4,044) (7,555) (10,433)
14,701 100,437 124,622 800 88,753 106,676
103
22. FINANCIAL INSTRUMENTS (CONTD)
22.7 Interest rate risk (Contd)
Exposure to interest rate risk (Contd)
Group Company
31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000 RM000 RM000 RM000
Floating rate instruments
Term loan (Islamic) (53,008) (43,319) (29,615)
Revolving credit (Islamic) (11,213) (3,302) (5,440)
(64,221) (46,621) (35,055)
Cash fow sensitivity analysis for variable rate instruments
A change of 100 basis points (bp) in interest rates at the end of the reporting period would have increased (decreased)
equity and post-tax proft or loss by the amounts shown below. This analysis assumes that all other variables remained
constant.
Equity Proft or loss
100 bp 100 bp 100 bp 100 bp
increase decrease increase decrease
RM000 RM000 RM000 RM000
2012
Floating rate instruments (482) 482 (482) 482
2011
Floating rate instruments (350) 350 (350) 350
22.8 Fair value of fnancial instruments
The carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables approximate
their fair values due to the relatively short term nature of these fnancial instruments.
It was not practicable to estimate the fair value of the Companys investment in unquoted shares due to the lack of
comparable quoted market prices and the inability to estimate fair value without incurring excessive costs.

The fair values of fnancial assets that are quoted in an active market are determined by reference to their quoted closing
bid price at the end of the reporting period.
In respect of the long-term borrowings with variable interest rates, the carrying amounts approximate fair values as they
reprice to market interest rates for liabilities with similar risk profles.
104
22.9 Fair value hierarchy

The table below analyses fnancial instruments carried at fair value, by valuation method. The different levels have been
defned as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Level 1 Level 2 Level 3 Total
Group and Company RM000 RM000 RM000 RM000
31 December 2012
Financial assets
Investment in quoted shares 10,102 10,102
31 December 2011
Financial assets
Investment in quoted shares 10,210 10,210
1 January 2011
Financial assets
Investment in quoted shares
23. CAPITAL MANAGEMENT
The Groups objectives when managing capital is to maintain a strong capital base and safeguard the Groups ability to continue as
a going concern, so as to maintain investor, creditor and market confdence and to sustain future development of the business. The
Directors monitor and maintain an optimal debt-to-equity ratio that complies with debt covenants and regulatory requirements.
During 2012, the Groups strategy, which was unchanged from 2011, was to maintain the debt-to-equity ratio at a manageable
level. The debt-to-equity ratios were as follows:

Group
31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000
Total borrowings (Note 10) 68,265 54,176 45,488
Total equity 422,405 516,304 520,521
Debt-to-equity ratios 0.16 0.10 0.09
There were no changes in the Groups approach to capital management during the fnancial year.
105
24. OPERATING LEASES
Leases as lessee
Operating lease rentals are repayable as follows:
Group
31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000
Less than one year 667 1,144 2,148
Between one and fve years 29 486 431
696 1,630 2,579
The Group leases computer equipment and advertisement board under operating leases. The leases run for a period of 1 to 3
years with an option to renew the lease after that date. Lease payments are increased every 3 years to refect market rentals.
None of the lease includes contingent rentals.
25. COMMITMENTS
Group
31.12.2012 31.12.2011 1.1.2011
RM000 RM000 RM000
Capital commitments:
Property, plant and equipment
Contracted but not provided for 11,534 54,091 56,622
26. CONTINGENCIES
The Directors are of the opinion that provisions are not required in respect of the following matters, as it is not probable that a
future sacrifce of economic benefts will be required or the amount is not capable of reliable measurement.
In October 2006, a subsidiary, Masterskill (M) Sdn. Bhd. (Masterskill) entered into a sale and purchase agreement (the SPA)
with Kemacahaya Development Sdn. Bhd. (KDSB) and Syarikat Kemacahaya Sdn. Bhd. (SKSB), pursuant to which SKSB and
KDSB agreed to sell six (6) property units at Jalan Kemacahaya 11, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor (the Six
Properties) to Masterskill for RM2,000,000. The Six Properties are part of Masterskills current Cheras university college campus
and KDSB and SKSB were the original developer and proprietor of the Six Properties.
Upon the advice of Masterskills lawyers, Masterskill withheld payment of the balance purchase price for the Six Properties
under the SPA due to a dispute with KDSB and SKSB. In November 2006, after Masterskill had lodged a caveat over the Six
Properties, KDSB sought to terminate the SPA and repossess the Six Properties. They subsequently entered into a sale and
purchase agreement to sell the Six Properties to Pasupathy a/l Kanagasaby (K. Pasupathy), who then sought possession of the
Six Properties.
At the same time, two individuals, Chin Yam Meng (CYM) and Leng Kok Onn (LKO), attempted to enter the premises of
the Masterskills Cheras university college campus, claiming to be the lawful owners of the Six Properties due to arrangements
that they had made with Megatalent Sdn. Bhd. (Megatalent) in 2004, pursuant to which Megatalent had purportedly assigned
its rights to the Six Properties to CYM and LKO. By way of background, prior to the execution of the SPA, Megatalent had been
KDSBs and SKSBs marketing agent for a number of properties, including the Six Properties. In connection with this marketing
relationship and to facilitate the marketing of these properties, KDSB and SKSB had assigned or sold the properties, including the
Six Properties, to Megatalent. However, the agreements pursuant to which these properties were assigned or sold to Megatalent
were subsequently rescinded and the caveats which CYM and LKO had lodged over the Six Properties were removed in July
2006 prior to Masterskill entering the SPA.
106
26. CONTINGENCIES (Contd)
In January 2007, Masterskill fled an application to the Kuala Lumpur High Court against KDSB, SKSB, K. Pasupathy, CYM and LKO
seeking, among other things, a declaration that the SPA is still valid and subsisting, an interlocutory injunction to restrain KDSB
and SKSB from terminating the SPA, and an injunction against CYM and LKO from entering the premises of Masterskills Cheras
university college campus.
With respect to the proceedings against CYM and LKO, on 6 August 2008, Masterskill withdrew the injunction application against
them upon receipt of an undertaking by them not to enter the premises of Masterskills Cheras university college campus until
the resolution of the proceedings.
After the commencement of proceedings, Masterskill engaged in out of court discussions with KDSB and SKSB and in May 2008,
KDSB, SKSB and Masterskill agreed to settle the claims. Pursuant to Masterskills settlement agreement, Masterskill would pay
RM2,800,000 for the Six Properties. The sale under this settlement agreement is currently pending completion and Masterskill
is expected to become the registered owner of the title to the Six Properties sometime in 2013. With respect to Masterskills
proceedings against KDSB and SKSB, consent judgement was recorded on 14 July 2009 wherein KDSB and SKSB confrmed that
Masterskill was the benefcial and legal owner of the Six Properties.
In August 2009, K. Pasupathy fled an application to set aside the aforesaid consent judgement. His application was dismissed with
costs in February 2011.
With respect to the proceedings against K. Pasupathy, after Masterskill fled the original application, K. Pasupathy fled a counter-
claim against Masterskill seeking vacant possession of the Six Properties. On 25 June 2008, Masterskill fled an application to
strike out this counter-claim, which was rejected by the High Court in May 2009. At the same time, the High Court allowed an
application made by K. Pasupathy to strike out Masterskills reply to K. Pasupathys defence. Masterskill have since appealed against
both of these decisions.
The High Court has on 13 September 2010 dismissed Masterskills application to set aside K. Pasupathys Judgement in Default
dated 13 May 2009 with costs of RM5,000. The Court of Appeal had on 13 August 2009 stayed the effects of the Order which
was obtained by K. Pasupathy to strike out Masterskills defence. The Court of Appeals decision is still in effect.
The Court of Appeal fxed this matter for hearing of the interveners appeal on 21 June 2013 and further Case Management on
27 June 2013. The matter is further fxed for Case Management on 23 June 2013 pending the outcome of all the Appeals at the
Court of Appeal.
27. RELATED PARTIES
Identity of related parties
For the purposes of these fnancial statements, parties are considered to be related to the Group if the Group or the Company
has the ability, directly or indirectly, to control or jointly control the party or exercise signifcant infuence over the party in making
fnancial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common
control. Related parties may be individuals or other entities.
Related parties also include key management personnel defned as those persons having authority and responsibility for planning,
directing and controlling the activities of the Group either directly or indirectly. Key management personnel includes all the
Directors of the Group, and certain members of senior management of the Group.
The Group has related party relationships with its signifcant investors, subsidiaries and key management personnel.

107
27. RELATED PARTIES (Contd)
Signifcant related party transactions
The signifcant related party transactions of the Group and of the Company, other than key management personnel compensation
(see Note 15), are shown below. The balances related to the below transactions are shown in Note 12.
Group Company
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Director
Rental expense for premises 336 336
108
28. SUPPLEMENTARY INFORMATION ON THE BREAKDOWN OF REALISED AND UNREALISED PROFITS OR LOSSES
The breakdown of the retained earnings of the Group and of the Company as at 31 December, into realised and unrealised
profts, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements, are as follows:
Group Company
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Total retained earnings of the Company and its subsidiaries
- realised 211,715 297,996 2,044 2,264
- unrealised 7,666
Less: Consolidation adjustment (22,695) (22,720)
Total retained earnings 189,020 282,942 2,044 2,264
The determination of realised and unrealised profts is based on the Guidance of Special Matter No. 1, Determination of Realised
and Unrealised Profts or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued
by the Malaysian Institute of Accountants on 20 December 2010.
109
In the opinion of the Directors, the fnancial statements set out on pages 60 to 107 are drawn up in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia and so as to
give a true and fair view of the fnancial position of the Group and of the Company as at 31 December 2012 and of their fnancial
performance and cash fows for the year then ended.
In the opinion of the Directors, the information set out in Note 28 on page 107 to the fnancial statements have been compiled in
accordance with the Guidance of Special Matter No. 1, Determination of Realised and Unrealised Profts or Losses in the Context of
Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:

Kuala Lumpur,
Date: 26 April 2013
STATUTORY DECLARATION PURSUANT TO
SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Chik Chan Chee, the Offcer primarily responsible for the fnancial management of Masterskill Education Group Berhad, do solemnly
and sincerely declare that the fnancial statements set out on pages 60 to 108 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 by the abovenamed in Kuala Lumpur on 26 April 2013.
.
Chik Chan Chee
Before me:
STATEMENT BY DIRECTORS PURSUANT TO
SECTION 169(15) OF THE COMPANIES ACT, 1965
110
REPORT ON THE FINANCIAL STATEMENTS
We have audited the fnancial statements of Masterskill Education Group Berhad, which comprise the statements of fnancial position
as at 31 December 2012 of the Group and of the Company, and the statements of proft or loss and other comprehensive income,
changes in equity and cash fows of the Group and of the Company for the year then ended, and a summary of signifcant accounting
policies and other explanatory notes, as set out on pages 60 to 107.
Directors Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of fnancial statements so as to give a true and fair view in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act, 1965 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary
to enable the preparation of fnancial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The
procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fnancial statements,
whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Companys preparation
of fnancial 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 entitys 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 fnancial statements.
We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the fnancial statements give a true and fair view of the fnancial position of the Group and of the Company as of 31
December 2012 and of their fnancial performance and cash fows for the year then ended in accordance with Malaysian Financial
Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.
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 have been properly kept in accordance with the provisions of the Act.
b) We are satisfed that the accounts of the subsidiaries that have been consolidated with the Companys fnancial statements are in
form and content appropriate and proper for the purposes of the preparation of the fnancial statements of the Group and we
have received satisfactory information and explanations required by us for those purposes.
c) The audit reports on the accounts of the subsidiaries did not contain any qualifcation or any adverse comment made under
Section 174(3) of the Act.
INDEPENDENT AUDITORS REPORT TO THE MEMBERS
OF MASTERSKILL EDUCATION GROUP BERHAD
111
OTHER REPORTING RESPONSIBILITIES
Our audit was made for the purpose of forming an opinion on the fnancial statements taken as a whole. The information set out in
Note 28 on page 108 to the fnancial statements has been compiled by the Company as required by the Bursa Malaysia Securities
Berhad Listing Requirements. We have extended our audit procedures to report on the process of compilation of such information. In
our opinion, the information has been properly compiled, in all material respects, in accordance with the Guidance of Special Matter
No.1, Determination of Realised and Unrealised Profts or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad
Listing Requirements, issued by the Malaysian Institute of Accountants and presented based on the format prescribed by 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.
KPMG Abdullah Abu Samah
Firm Number: AF 0758 Approval Number: 2013/06/14(J)
Chartered Accountants Chartered Accountant
Petaling Jaya,
26 April 2013

INDEPENDENT AUDITORS REPORT TO THE MEMBERS
OF MASTERSKILL EDUCATION GROUP BERHAD (CONTD)
112
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Sixth Annual General Meeting of Masterskill Education Group Berhad (746920-M) (the
Company) will be held at The Auditorium, Ground Floor, G-8, Jalan Kemacahaya 11, Taman Kemacahaya, Batu 9, 43200 Cheras,
Selangor Darul Ehsan on Wednesday, 12 June 2013 at 10.00 a.m. for the following purposes:-
AS ORDINARY BUSINESS
1. To receive and consider the Audited Financial Statements together with the Reports of the Directors and
Auditors thereon for the fnancial year ended 31 December 2012. (Resolution 1)
2. To approve Directors Fees of RM203,000.00 for the fnancial year ended 31 December 2012. (Resolution 2)
3. To re-elect the following Directors who retire pursuant to Article 129 of the Companys Articles of Association:
a) Mr. Richard Todd Scanlon; and (Resolution 3)
b) Y. Bhg. Datuk Kamarudin Bin Md. Ali. (Resolution 4)
4. To re-elect the following Directors who retire pursuant to Article 134 of the Companys Articles of Association:
a) Mathuraiveran a/l Marimuthu; and (Resolution 5)
b) Siva Kumar a/l M Jeyapalan. (Resolution 6)
5. To re-appoint Messrs KPMG as Auditors of the Company and to authorise the Directors to fx their
remuneration. (Resolution 7)
AS SPECIAL BUSINESS
To consider and if thought ft, to pass, with or without modifcations, the following Resolutions:
6. ORDINARY RESOLUTION
AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965
THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of relevant
authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time
and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion,
deem ft 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 Directors be and also empowered
to obtain approval for the listing of and quotation for the additional shares so issued on the Main Market of
Bursa Malaysia Securities Berhad AND THAT such authority shall continue in force until the conclusion of the
next Annual General Meeting of the Company. (Resolution 8)
113
NOTICE OF ANNUAL GENERAL MEETING (CONTD)
7. ORDINARY RESOLUTION
PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY (PROPOSED SHARE BUY-BACK)
THAT subject always to the Companies Act, 1965 (Act), the provisions of the Memorandum and Articles of
Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa
Securities), the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.20
each in the Company (Shares) as may be determined by the Directors of the Company from time to time
through Bursa Securities upon such terms and conditions as the Directors may deem ft and expedient in the
best interest of the Company provided that:-
(i) The aggregate number of Shares purchased does not exceed ten percent (10%) of the total issued and
paid-up share capital of the Company at any point of time;
(ii) The maximum amount of funds to be allocated by the Company for the purpose of purchasing the Shares
shall be backed by an equivalent amount of retained profts and/or share premium of the Company; and
(iii) The Directors of the Company be and are hereby authorised to decide at their discretion either to retain
the Shares purchased as treasury shares or cancel the Shares or retain part of the Shares so purchased as
treasury shares and cancel the remainder or to resell the Shares or distribute the Shares as dividends.
AND THAT the authority conferred by this resolution shall commence upon the passing of this resolution and
will continue to be in force until:-
(i) the conclusion of the next Annual General Meeting (AGM) of the Company at which time the
authority shall lapse, unless by ordinary resolution passed at that meeting, the authority is renewed either
unconditionally or subject to conditions; or
(ii) the expiration of the period within which the next AGM after the date it is required by law to be held; or
(iii) revoked or varied by ordinary resolution passed by shareholders of the Company at a general meeting of
the Company,
whichever occurs frst but not so as to prejudice the completion of purchase(s) by the Company before the
aforesaid expiry date.
AND THAT the Directors be and are hereby empowered to do all acts and things (including the opening
and maintaining of a central depositories account(s) under the Securities Industry (Central Depositories)
Act, 1991 and to take all such steps and to enter into and execute all commitments, transactions, deeds,
agreements, arrangements, undertakings, indemnities, transfers, assignments and/or guarantees as they may
deem ft, necessary, expedient and/or appropriate in the best interest of the Company in order to implement,
fnalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions,
modifcations, variations (if any) as may be imposed by the relevant authorities. (Resolution 9)
OTHER ORDINARY BUSINESS
8. To transact any other business of which due notice shall have been given.
By Order of the Board
JASMINDAR KAUR A/P SARBAN SINGH (MAICSA 7002687)
Company Secretary
20 May 2013
114
NOTICE OF ANNUAL GENERAL MEETING (CONTD)
Notes on Appointment of Proxy
a. A member must be registered in the Record of Depositors at 5.00 p.m. on 5 June 2013 (General Meeting Record of Depositors)
in order to attend and vote at the Meeting. A depositor shall not be regarded as a Member entitled to attend the Meeting and
to speak and vote thereat unless his name appears in the General Meeting Record of Depositors. Any changes in the entries on
the Record of Depositors after the abovementioned date and time shall be disregarded in determining the rights of any person
to attend and vote at the Meeting.
b. A member entitled to attend and vote is entitled to appoint up to two (2) proxies (or in the case of a corporation, to appoint a
representative), to attend and vote in his stead. There shall be no restriction as to the qualifcation of the proxy(ies).
c. The Proxy Form in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation,
either under its common seal or under the hand of an offcer or attorney duly authorised.
d. Where a member appoints two proxies, the appointment shall be invalid unless he specifes the proportion of his shareholdings
to be represented by each proxy.
e. Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple
benefcial owners in one securities account (omnibus account), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each omnibus account it holds.
f. The Proxy Form or other instruments of appointment shall not be treated as valid unless deposited at the Registered Offce of
the Company at B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul
Ehsan not less than forty-eight (48) hours before the time set for holding the meeting. Faxed copies of the duly executed form
of proxy are not acceptable.
Explanatory Note on Special Business:
1. Authority to allot shares pursuant to Section 132D of the Companies Act, 1965 (Resolution 8)
Ordinary Resolution 8 has been proposed for the purpose of obtaining a new general mandate for issuance of shares by the
Company under Section 132D of the Companies Act, 1965 (hereinafter referred to as the General Mandate). Ordinary
Resolution 8, if passed, will give the Directors of the Company authority to issue ordinary shares in the Company at their
discretion without having to frst convene another General Meeting. The General Mandate will, unless revoked or varied by the
Company in a General Meeting, expire at the conclusion of the next Annual General Meeting or the expiration of the period
within which the next Annual General Meeting is required by law to be held, whichever is earlier.
The General Mandate, if granted, will provide fexibility to the Company for any future fund raising activities, including but not
limited to further placing of shares for the purposes of funding future investment project(s), repayment of bank borrowing,
working capital and/or acquisition(s) and thereby reducing administrative time and costs associated with the convening of
additional shareholders meeting(s).
2. Proposed renewal of Share Buy-Back authority (Resolution 9)
For proposed Ordinary Resolution 9, further information on the proposed renewal of Share Buy-Back authority is set out in
the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority dated 20 May 2013 which is
circulated together with the Companys Annual Report 2012.
(Company No.: 746920-M)
Incorporated in Malaysia
FORM OF PROXY
I/We ____________________________________________________ NRIC / Passport/ Co No.: ___________________________
(FULL NAME IN BLOCK LETTERS) (COMPULSORY)
of ______________________________________________________________________________________________________
(ADDRESS)
being a Member(s) of MASTERSKILL EDUCATION GROUP BERHAD (the Company) hereby appoint ____________________
______________________________________________________ NRIC / Passport No.: ______________________________
of _____________________________________________________________________________________________________
(ADDRESS)
and/or _____________________________________________________ NRIC / Passport No.: __________________________
of ___________________________________ _________________________________________________ or *THE CHAIRMAN
(ADDRESS)
OF THE MEETING as my / our proxy(ies) to vote for me / us on my / our behalf at the Sixth Annual General Meeting of the Company
to be held on Wednesday, 12 June 2013 at 10.00 a.m. and at any adjournment thereof.
My / our proxy / proxies is / are to vote as indicated below:
Resolutions Description FOR AGAINST
Ordinary
No. 1
Ordinary Business
Receive the Audited Financial Statements and Reports
No. 2 Approval of Directors Fees
No. 3 Re-election of Richard Todd Scanlon
No. 4 Re-election of Y. Bhg. Datuk Kamarudin Bin Md. Ali
No. 5 Re-election of Mathuraiveran a/l Marimuthu
No. 6 Re-election of Siva Kumar a/l M Jeyapalan
No. 7 Re-appointment of Auditors
No. 8
Special Business
Authority to allot shares pursuant to Section 132D of the Companies Act, 1965
No. 9 Proposed renewal of Share Buy-Back authority
(Please indicate with an X in the spaces provided how you wish your votes to be cast. If you do not do so, the proxy will vote or
abstain from voting as he thinks ft)
No. of shares held:
CDS Account No.:
The proportion of my/our holding to be
represented by my/our proxies are as follows:
First Proxy : __________%
Second Proxy : __________%
Date: _______________________________
Signature of Shareholder/Common Seal
*To delete, whichever not applicable
Notes to Form of Proxy
a. A member must be registered in the Record of Depositors at 5.00 p.m. on 5 June 2013 (General Meeting Record of Depositors) in order to attend and vote at the
Meeting. A depositor shall not be regarded as a Member entitled to attend the Meeting and to speak and vote thereat unless his name appears in the General Meeting
Record of Depositors. Any changes in the entries on the Record of Depositors after the abovementioned date and time shall be disregarded in determining the rights of
any person to attend and vote at the Meeting.
b. A member entitled to attend and vote is entitled to appoint up to two (2) proxies (or in the case of a corporation, to appoint a representative), to attend and vote in
his stead. There shall be no restriction as to the qualifcation of the proxy(ies).
c. The Proxy Form in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation, either under its common seal or under the
hand of an offcer or attorney duly authorised.
d. Where a member appoints two proxies, the appointment shall be invalid unless he specifes the proportion of his shareholdings to be represented by each proxy.
e. Main Market Listing Requirements of Bursa Malaysia Securities Berhad permit that where a Member of the Company is an exempt authorised nominee which holds
ordinary shares in the Company for multiple benefcial owners in one securities account (omnibus account), there is no limit to the number of proxies which the
exempt authorised nominee may appoint in respect of each omnibus account it holds.
f. The Proxy Form or other instruments of appointment shall not be treated as valid unless deposited at the Registered Offce of the Company at B-13-15, Level 13, Menara
Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for holding the meeting.
Faxed copies of the duly executed form of proxy are not acceptable.
Fold this fap for sealing
2nd fold here
The Company Secretary
B-13-15, Level 13
Menara Prima Tower B
Jalan PJU 1/39, Dataran Prima
47301 Petaling Jaya
AFFIX
STAMP
1st fold here
ANNUAL REPORT 2012
EMBARKING ON NEW HORIZONS
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(Company Number: 746920-M)
MAIN CAMPUS - CHERAS SELANGOR
G-8, Jalan Kemacahaya 11, Taman Kemacahaya,
Batu 9, 43200 Cheras, Selangor Darul Ehsan, Malaysia.
Tel: 603-9080 5888 Fax: 603-9080 1995
E-mail: info@masterskill.edu.my

MEGB AnnualReport2012

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Masterskill Education Group Berhad

ANNUAL REPORT 2012

YTM Tunku Dato Seri Kamel Bin Tunku Rijaludin

Siva Kumar a/l M Jeyapalan

YTM Tunku Dato Seri Kamel Bin Tunku Rijaludin

Siva Kumar a/l M Jeyapalan

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