L&T - ECC CONSTRUCTION (M) SDN. BHD. L&T - ECC CONSTRUCTION (M) SDN. BHD.

(Incorporated in Malaysia)
DIRECTORS REPORT AND STATEMENT BY DIRECTORS The directors have pleasure in submitting their report and the audited financial statements of the Company for the year ended 31st December 2002. PRINCIPAL ACTIVITIES The principal activities of the Company consist of engineering and construction. There have been no significant changes in the nature of these activities during the financial year. RESULTS RM Loss for the year after taxation (93,143) Accumulated losses brought forward (267,619) Accumulated losses carried forward (360,762) RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year. BAD AND DOUBTFUL DEBTS (a) Before the financial statements of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts, and that all known bad debts had been written off and adequate provision had been made for doubtful debts. (b) At the date of this report, the directors of the Company are not aware of any circumstances that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Company inadequate to any substantial extent. CURRENT ASSETS (a) Before the financial statements of the Company were made out, the directors took reasonable steps to ascertain whether any current assets, other than debts, were unlikely to realise in the ordinary course of business their value as shown in the accounting records of the Company and to the extent so ascertained, were written down to an amount they might be expected to realise. (b) At the date of this report, the directors are not aware of any circumstances that would render the values attributed to the current assets in the financial statements of the Company misleading. VALUATION METHODS At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing method of valuation of assets or liabilities in the financial statements of the Company misleading or inappropriate. CONTINGENT AND OTHER LIABILITIES (a) At the date of this report, there does not exist: (i) any charge on the assets of the Company that has arisen since the end of the financial year and which secures the liabilities of any person, or (ii) any contingent liability in respect of the Company that has arisen since the end of the financial year. (b) No contingent liability or other liability of the Company has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Company to meet its obligations as and when they fall due. CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the Company, that would render any amount stated in the respective financial statements misleading. DIRECTORS OF THE COMPANY (a) Directors who served since the date of the last report are:Mr. Sivajothi A/L Muhtiah Rajendram Mr. Anumolu Ramakrishna Mr. Kodiyalam Vasudevan Rangaswami Mr. Pallipuram Krishnaiyer Venkatakrishnan Mr. Rajasingam A/L Mayilvaganam En. Syed Mohsen B. Abdul Rahman Alhabshi (appointed on 8th April 2003) (b) According to the Register of Directors Shareholdings, particulars of interest of directors who held office at the end of the financial year in the shares in the Company are as follows:Number of Shares Name Balance at Balance at 1.1.2002 31.12.2002 Sivajothi A/L Muhtiah Rajendram 262,501 262,501 Rajasingam A/L Mayilvaganam 262,500 262,500 The other directors do not have any interest in the shares in the Company. (c) In accordance with the Companys Articles of Association, Mr. Anumolu Ramakrishna and Mr. Pallipuram Krishnaiyer Venkatakrishnan retire from the Board at the Annual General Meeting and, being eligible, offer themselves for re-election. (d) En. Syed Mohsen B. Abdul Rahman Alhabshi who was appointed to the Board since the last Annual General Meeting now retires in accordance with the Companys Articles of Association and, being eligible, offers himself for re-election. DIRECTORS BENEFITS (a) Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest other than those disclosed in the financial statements. (b) Neither during nor at the end of the financial year, was the Company a party to any arrangement whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. STATEMENT BY DIRECTORS In the opinion of the directors, the financial statements set out on pages 7 to 14 are drawn up in accordance with applicable approved accounting standards so as to give a true and fair view of the state of affairs of the Company as at 31st December 2002 and of its results and the cash flow for the year then ended. AUDITORS The auditors, Messrs. Ahmad Abdullah & Goh, Chartered Accountants, have indicated their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the directors, SIVAJOTHI A/L MUHTIAH SYED MOHSEN B. ABDUL RAHMAN RAJENDRAM ALHABSHI Director Director Date : 25th April 2003 STATUTORY DECLARATION I, ROY FRANCIS SALDANHA, being the officer primarily responsible for the financial management of L&T - ECC CONSTRUCTION (M) SDN. BHD., do solemnly and sincerely declare that the financial statements set out on pages 7 to 14 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 above named ROY FRANCIS SALDANHA at Kuala Lumpur in the Federal Territory this 25th day of April 2003. ROY FRANCIS SALDANHA REPORT OF THE AUDITORS TO THE MEMBERS OF L&T - ECC CONSTRUCTION (M) SDN. BHD. We have audited the financial statements set out on pages 7 to 14, the preparation of which is the responsibility of the Companys directors. Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with approved auditing standards. These standards require that we plan and perform the audit to obtain all the information and explanations which we considered necessary to provide us with sufficient evidence to give reasonable assurance that the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. An audit also includes an assessment of the accounting principles used and significant estimates made by the directors as well as evaluating the adequacy of the presentation of information in the financial statements. We believe our audit provides a reasonable basis for our opinion. In our opinion: (a) the financial statements are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards so as to give a true and fair view of: (i) the state of affairs of the Company at 31st December 2002 and of its results and the cash flow for the year ended on that date; and (ii) the matters required by Section 169 of the Act to be dealt with in the financial statements. (b) the accounting and other records and registers required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act. AHMAD ABDULLAH & GOH AF-0381 Chartered Accountants An Independent Member of BAKER TILLY INTERNATIONAL Kuala Lumpur, 25th April 2003 BALANCE SHEET AT 31ST DECEMBER 2002 Note FIXED ASSETS CURRENT ASSETS Trade debtors Other debtors, deposits and prepayments Fixed deposits with a licensed bank Cash and bank balances LESS : CURRENT LIABILITIES Trade creditors Other creditors and accruals Hire purchase creditor current portion NET CURRENT ASSETS Financed by: SHARE CAPITAL Authorised: 750,000 ordinary shares of RM1 each Issued and fully paid: 750,000 ordinary shares of RM1 each ACCUMULATED LOSSES HIRE PURCHASE CREDITOR 6 4 RM 84,335 290,537 5 10,660 28,694 475,652 805,543 394,505 44,407 6 10,302 449,214 356,329 440,664 GOH KENG JUAY 461/05/03(J) Chartered Accountant Partner

2002 RS* 1,064,308 3,666,577 134,529 362,118 6,002,728 10,165,953 4,978,653 560,416 130,011 5,669,081 4,496,872 5,561,180

RM 18,017

2001 RS* 229,342

1,069,639 13,615,659 664,214 8,454,919 27,739 353,096 280,287 3,567,832 2,041,879 25,991,507 898,592 11,438,366 678,923 8,642,153 1,577,515 20,080,520 464,364 5,910,987 482,381 6,140,329

750,000 750,000 (360,762) 51,426 440,664

9,465,000 9,465,000 (4,552,816) 648,996 5,561,180

750,000

9,546,908

750,000 9,546,908 (267,619) (3,406,578) 482,381 6,140,329

* Malaysian Ringgit (RM) 1 = Rs. 12.62000 as on 31-12-2002 * Malaysian Ringgit (RM) 1 = Rs. 12.72921as on 31-12-2001 The notes set out on pages 11 to 14 form an integral part of these financial statements INCOME STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2002 Note 2002 2002 RM Rs* INCOME Operating revenue 7 3,011,527 38,005,471 Other operating income 29,028 366,333 Total Operating expenses Administrative expenses Other operating expenses Hire purchase interest (Loss) before Taxation Taxation (Loss) after taxation 3,040,555 38,371,804

2001 RM

2001 Rs*

1,266,823 16,125,656 10,648 135,541 1,277,471 16,261,197

8 9

(2,606,714) (32,896,731) (1,136,462) (14,466,263) (205,060) (2,587,857) (202,917) (2,582,973) (317,856) (4,011,343) (198,282) (2,523,973) (4,068) (51,338) (93,143) (1,175,465) (260,190) (3,312,013) (93,143) (1,175,465) (260,190) (3,312,013)

S-1

L&T - ECC CONSTRUCTION (M) SDN. BHD.

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st DECEMBER 2002 Share (Accumulated Capital Losses) Total RM Rs RM Rs RM Rs st Balance at 1 January 2001 750,000 9,465,000 (7,429) (93,754) 742,571 9,371,246 Profit/(Loss) for the year (260,190) (3,283,598) (260,190) (3,283,598) Balance at 31 December 2001 750,000 9,465,000 (267,619) (3,377,352) 482,381 6,087,648 Balance at 1 January 2002 750,000 9,465,000 (267,619) (3,377,352) 482,381 6,087,648 Profit/(Loss) for the year (93,143) (1,175,465) (93,143) (1,175,465) Balance at 31 December 2002 750,000 9,465,000 (360,762) (4,552,816) 389,238 4,912,184 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2002 2002 2001 RM Rs RM Rs CASH FLOWS FROM OPERATING ACTIVITIES Profit/(Loss) before taxation (93,143) (1,175,465) (260,190) (3,312,013) Adjustments for : Depreciation 25,622 323,350 18,941 241,104 Hire Purchase interest 4,068 51,338 Gain on disposal of fixed assets (18,833) (237,672) Fixed deposit interest (902) (11,383) (10,648) (135,541) Operating profit/(loss) before working capital changes (83,188) (1,049,833) (251,897) (3,206,450) (Increase)/Decrease in debtors 1,432,656 18,080,119 (1,109,451) (14,122,435) (Decrease)/Increase in creditors (1,138,603) (14,369,170) 676,884 8,616,199 Net Cash used in operating activities 210,865 2,661,116 (684,464) (8,712,686) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets (34,107) (430,430) (3,799) (48,358) Proceeds from disposal of fixed assets 33,000 416,460 Interest received 902 11,383 10,648 135,541 Net cash from/(used in) investing activities (205) (2,587) 6,849 87,182 CASH FLOWS FROM FINANCING ACTIVITIES Repayment of hire purchase loans (10,272) (129,633) Hire purchase interest (4,068) (51,338) Net cash used in financing activities (14,340) (180,971) Net increase / (decrease) in cash and cash equivalents 196,320 2,477,558 (677,615) (8,625,504) CASH AND CASH EQUIVALENTS Brought forward 308,026 3,887,288 985,641 12,546,431 CASH AND CASH EQUIVALENTS Carried forward 504,346 6,364,847 308,026 3,920,928 CASH AND CASH EQUIVALENTS Fixed deposits Cash and Bank balances 4. FIXED ASSETS Details of fixed assets are as follows:Motor Vehicle COST Balance at 1.1.2002 Additions Disposals Balance at 31.12.2002 Accumulated Depreciation Balance at 1.1.2002 Current depreciation Disposal Balance at 31.12.2002 Net Book Value Balance at 31.12.2002 Balance at 31.12.2001 Depreciation for 2001 5. RM 40,000 103,507 (40,000) 103,507 25,000 22,397 (25,833) 21,564 81,943 15,000 10,000 Rs 504,800 1,306,258 (504,800) 1,306,258 315,500 282,650 (326,012) 272,138 1,034,121 189,300 126,200 Office equipment RM Rs 16,650 210,123 16,650 16,644 16,644 6 6 7,570 7. 210,123 210,047 210,047 76 76 95,533 Computers RM Rs 10,799 136,283 2,600 32,812 13,399 7,788 3,225 11,013 2,386 3011 1,371 169,095 98,285 40,700 138,984 30,111 37,999 17,302 Total RM 67,449 106,107 (40,000) 133,556 49,432 25,622 (25,833) 49,221 84,335 18,017 18,941 Rs 851,206 1,339,070 (504,800) 1,685,477 623,832 323,350 (326,012) 621,169 1,064,308 227,375 239,035 28,694 475,652 504,346 362,118 6,002,728 6,364,847 27,739 280,287 308,026 353,096 3,567,832 3,920,928 NOTES TO THE FINANCIAL STATEMENTS - 31st DECEMBER 2002 1. GENERAL INFORMATION (a) The principal activities of the Company consist of engineering and construction. (b) The Company is a private limited liability company, incorporated and domiciled in Malaysia. (c) The registered office of the Company is located at Suite 21F, 21st Floor, Bangunan Dato Zainal, Jalan Melaka, 50100 Kuala Lumpur. (d) The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 25th April 2003. 2. BASIS OF PREPARATION The financial statements of the Company are prepared in accordance with provisions of the Companies Act, 1965 and applicable approved accounting standards. 3. SIGNIFICANT ACCOUNTING POLICIES (a) Accounting Convention The financial statements of the Company are prepared under the historical cost convention. (b) Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost comprises their purchase cost and any incidental cost incurred. Where an indication of impairment exists, the carrying value of the asset is assessed and written down immediately to its recoverable amount. (c) Depreciation Fixed assets are depreciated on the straight line basis at rates designed to write off the cost of the assets over the estimated useful lives of the assets concerned. The principal annual rates used are as follows :Motor vehicles 25% Computers and office equipment 50% (d) Income Recognition Profit from engineering and construction projects is recognised on the percentage of completion basis which provides for the periodic recognition of costs and revenue based on the estimated percentage of completion. Profit is recognised when costs to complete can be reasonably estimated but losses are taken up when they are expected. (e) Deferred Taxation Deferred taxation is provided on the liability method for all material timing differences except where no tax liability is expected to arise in the foreseeable future. Deferred taxation benefits are recognised when there is reasonable expectation of realisation in the near future. (f) Hire Purchase The cost of assets acquired under hire purchase is capitalised as fixed assets and depreciated over their respective estimated useful lives. The related financing charges are charged to the income statement over the hire purchase terms. (g) Financial Instruments Financial instruments carried on the balance sheet include cash and bank balances, fixed deposits, receivables and payables. (h) Cash Flow Statement The Company adopts the indirect method in the preparation of the cash flow statement. Cash and cash equivalents comprise cash in hand, bank balances and fixed deposits.

6.

OTHER DEBTORS, DEPOSITS AND PREPAYMENTS Included in the above item are advances to subcontractors amounting to RM Nil (2001 : RM 654,054). HIRE PURCHASE CREDITOR Hire purchase liabilities are payable as follows :2002 2001 Principal Interest Total Principal Interest Total RM RM RM RM RM RM Balance at year end 61,728 9,972 71,700 Less : Amount payable within the next twelve months 10,302 4,038 14,340 51,426 5,934 57,360 Amount payable : After one and up to two years 23,636 5,044 28,680 After two and up to five years 27,790 890 28,680 51,426 5,934 57,360 -

8.

OPERATING REVENUE Operating revenue represents progress billings rendered during the financial year and excludes all other income. LOSS BEFORE TAXATION 2002 2001 RM RM Loss before taxation is arrived at after charging: Audit fee 4,200 4,200 Rent 80,403 65,192 Hire of motor vehicles 22,000 12,640 Hire of machinery 2,200 Fees paid to a firm in which a director has an interest 8,560 2,978 Depreciation 25,622 18,941 Hire purchase interest 4,068 and crediting: Fixed deposit interest 902 10,648

S-2

L&T - ECC CONSTRUCTION (M) SDN. BHD.

9. TAXATION 2002 RM 2001 RM DETAILED INCOME STATEMENT FOR THE YEAR ENDED 31st DECEMBER 2002 (contd...) 2002 2001 RM RM Rent 80,403 65,192 Electricity and water 7,307 3,448 Travelling and accommodation 33,933 23,979 Courier charges 12,349 7,773 Hire of motor vehicles 22,000 12,640 Repairs and maintenance 20,558 23,890 Road tax and insurance 10,600 5,002 Bank charges 320 266 Entertainment 1,927 811 Postage 123 Telephone and telefax 40,835 31,908 Printing and stationery 15,119 8,354 Audit fee 4,200 4,200 Professional fees 4,054 21,635 Books and periodicals 1,433 1,607 Computer expenses 1,497 2,266 Photography expenses 672 485 Subscriptions 4,737 3,851 CIDB registration and levy 5,050 Gifts and donations 2,208 Parking and toll charges 1,700 Hire purchase interest 4,068 Tender documents 2,800 5,600 Sundry expenses 6,084 8,247 Fees paid to a firm in which a director has an interest 8,560 2,978 Visa 500 4,443 Depreciation 25,622 18,941 522,916 401,199 Loss for the year (93,143) (260,190) APPENDIX I CONTRACT COSTS FOR THE YEAR ENDED 31st DECEMBER 2002 2002 RM 107,389 2,323,370 27,828 152,195 2,610,782 2001 RM 950,212 171,520 8,557 3,973 2,200 1,136,462

10.

Current years provision DEFERRED TAXATION Details of deferred taxation benefit calculated under the liability method are as follows :2002 2002 2001 2001 (Rs) (RM) (Rs) (RM) Timing difference between depreciation and corresponding taxation allowances 116,520 9,233 43,419 3,411 Unreleived losses (29,288,206) (2,320,777) (29,231,752) (2,296,431)

Total timing difference (29,171,685) (2,311,544) (29,188,333) (2,293,020) Deferred taxation benefit at 28% not taken up (8,168,072) (647,232) (8,172,733) (642,046) 11. CASH FLOW STATEMENT During the financial year, the Company purchased fixed assets costing RM106,107 of which RM72,000 was financed by means of a hire purchase facility. 12. EMPLOYEES INFORMATION 2002 2001 RM RM Salaries and other benefits 217,177 134,277 The number of employees of the Company at the end of the financial year was 10 (2001 :10 employees). 13. FINANCIAL INSTRUMENTS The carrying amounts of the financial assets and liabilities of the Company as at 31st December 2002 approximated their fair values. DETAILED INCOME STATEMENT FOR THE YEAR ENDED 31st DECEMBER 2002 2002 2001 RM RM INCOME Progress billings 3,011,527 1,266,823 Contract costs (Appendix I) (2,610,782) (1,136,462) Gross profit 400,745 130,361 OTHER INCOME Fixed deposit interest 902 10,648 Gain on disposal of fixed assets 18,833 Miscellaneous income 9,293 429,773 141,009 LESS: EXPENDITURE Salaries and allowances 196,281 96,988 Medical expenses 4,721 3,301 EPF and SOCSO 3,299 2,760 Staff training and welfare expenses 9,037 31,553

Labour Mechanical engineering Refractoring Electrical Consumables Hire of machinery Technical fee paid to holding company

S-3