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EMBARKING ON NEW HORIZONS
Masterskill Education Group Berhad
ANNUAL REPORT 2012

Contents
02
Corporate
Highlights
14
Academic -
Upgraded And
Repositioned …
FinanCial Contents
25
statement on
Corporate
Governance
56
Directors’
Report
108
Supplementary
Information
03
Financial
Highlights
16
University
(aMU)
Council of
trustees
32
Audit
Committee
Report
60
Statements of
Financial Position
109
Statement by
Directors
04
Corporate
Information
17
Academic
Management
team
35
statement on
Risk Management
And Internal
Control
61
Statements of
Profit or Loss
and Other
Comprehensive
income
110
Independent
Auditors’
Report
05
Corporate
structure
18
Major
events
37
Additional
Compliance
Information
62
statements
of Changes in
Equity
112
Notice of
Annual General
Meeting
Masterskill Education Group Berhad
06
Chairman’s
Message
22
Corporate
Social
Responsibility
38
List of
Properties
64
Statements of
Cash Flows
Form of
Proxy
10
Directors’
Profile
52
Analysis of
Shareholdings
66
notes to
The Financial
statements

Masterskill Education Group Berhad / Annual Report 2012
02
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 officially 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 Pacific.

FinanCial
HiGHliGHts
REvEnuE BREakdown
(RM million)
2008
2009
2010
2011
2012
EBITda (RM million)
2008
2009
2010
2011
2012
(9.2)
148.8
202.9
64.4
90.0
273.4
250.2
315.7
123.7
131.6
REvEnuE BREakdown
(RM million)
2008
2009
2010
2011
2012
PBT (RM million)
2008
2009
2010
2011
2012
0.5
(0.2%)
2.0
(0.6%)
2.4
(1.0%)
1.2
(0.8%)
Foundation
Diploma
Degree
(35.4)
130.9
(88.0%)
43.0
202.9
(100%)
271
(99.1%)
232.9
(93.1%)
16.7
(11.2%)
80.1
1.9
(0.7%)
306.9
(97.2%)
14.9
(6.0%)
112.3
118.0
6.8
(2.2%)
Masterskill Education Group Berhad / Annual Report 2012
03
REvEnuE BREakdown
(RM million)
2008
2009
2010
2011
2012
PaT (RM million)
2008
2009
2010
2011
2012
103.7
(70%)
Registration , processing fees and others
Nursing
Allied Health
(28.2)
124.8
(61%)
164.5
(66%)
185.2
(66%)
42.8
(29%)
200.4
(63%)
38.1
2.3
(1%)
62.1
(30%)
72.1
76.2
(30%)
97.4
102.1
16.0
(9%)
78.7
(28%)
101.5
(32%)
9.5
(4%)
9.5
(6%)
13.8
(5%)

Masterskill Education Group Berhad / Annual Report 2012
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
(Independent Non-Executive Director)
audIT CoMMITTEE
datuk kamarudin Bin Md. ali
(Chairman)
wisun Soon
(Member)
Mathuraiveran a/l Marimuthu
(Member)
REMunERaTIon CoMMITTEE
YTM Tunku dato’ Seri kamel
Bin Tunku Rijaludin
(Chairman)
datuk kamarudin Bin Md. ali
(Member)
wisun Soon
(Member)
noMInaTInG CoMMITTEE
wisun Soon
(Chairman)
YTM Tunku dato’ Seri kamel
Bin Tunku Rijaludin
(Member)
datuk kamarudin Bin Md. ali
(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
Masterskill Education Group Berhad
(Company No : 746920-M)
B-13-15, Level 13, Menara Prima Tower B
Jalan PJU 1/39, Dataran Prima
47301 Petaling Jaya
Selangor Darul Ehsan
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)

CoRPoRate
stRUCtURe
100%
100%
100%
100%
100%
100%
100%
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.
vaLEnCIa EduCaTIon
GRouP Sdn. BHd.
(fka Masterskill Worldwide
Management Sdn. Bhd.)
(70%)
Masterskill International Sdn. Bhd.
unihealth (M) Sdn. Bhd.
Masterskill Gerontology Sdn. Bhd.
MaSTERSkILL CaMPuS
ManaGEMEnT Sdn. BHd.
(100%)
Masterskill Education Group Berhad / Annual Report 2012
05
aSPIRaTIon aCHIEvERS
nETwoRk Sdn. BHd.
(fka Unihealth Education
Group Sdn. Bhd.)
(100%)
MaSTERSkILL InTERnaTIonaL
InCoRPoRaTEd
(100%)

Masterskill Education Group Berhad / Annual Report 2012
06
CHaiRMan’s
MessaGe
YTM Tunku dato’ Seri kamel
Bin Tunku Rijaludin
on behalf of the Board of directors, I present
the Annual Report of the MEGB for the financial
year ended 31 december 2012.

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 group’s 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 Group’s financial 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 MEGB’s new
flagship campus in Petaling Jaya, Selangor that will mark our
commitment to provide higher quality learning opportunities for
Malaysians.
Masterskill Education Group Berhad / Annual Report 2012
07
The full-fledged 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 profits 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 Certificates to Graduate Diploma levels in ABE
which allow students to pursue an MBA qualification.

Masterskill Education Group Berhad / Annual Report 2012
08
CHaiRMan’s
MessaGe
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 qualification 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 Group’s strategy to
bring in more international students to its campuses.
The Group’s contributions go beyond plain financial 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.

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 financial 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 fields
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 Group’s steadfast determination and collaboration between
the industry leaders has enabled MEGB to achieve rapid
transformation over the recent years. The Group is confident of
achieving greater success in providing quality education with a
strong foundation that we have fostered thus far.
aPPRECIaTIon
Masterskill Education Group Berhad / Annual Report 2012
09
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
selfless 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 Officer
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

Masterskill Education Group Berhad / Annual Report 2012
10
Masterskill Education Group Berhad / Annual Report 2012
DiReCtoRs’
PRoFile
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 diversified 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 financial 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.

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 Officer (“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 whollyowned
subsidiary of the Company in October 2004 as Director
of Business Development, where his duties included enhancing the
Company’s business opportunities and development to spur growth.
Masterskill Education Group Berhad / Annual Report 2012
11
He conceptualised, planned, implemented and managed projects
which eventually boosted Masterskill’s revenue. In January 2005, he
was promoted to the position of Chief Operating Officer 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 Officer of Masterskill, responsible
for delivering and driving revenue growth, mobilising the business,
implementing international franchise models, executing the Company’s
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 Malaysia’s 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 Pacific 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.

Masterskill Education Group Berhad / Annual Report 2012
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 Mechanical
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 finance 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 Officer 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 contributions
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
Certified 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 Certified 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).

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 finance, financial and strategic
advisory and financial 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.
notes:
Family Relationship – Save for Dato’ Sri Dr. Santhara Kumar a/l Ramanaidu
whose wife namely Datin Sri Carline a/p A. Johnson D’Cruz 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.
Conflict of Interest – None of the Directors has any conflict 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 traffic 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.
Masterskill Education Group Berhad / Annual Report 2012
13
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 certified accountant and fellow member of the Association of
Chartered Certified Accountant (United Kingdom), Certified Public
Accountant Singapore and Member of the Institute of Certified 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 Equity’s direct
investment and fund-of-funds portfolio. As at the date of the Company’s
Annual Report, he is the Chief Financial Officer of Crescent Point Group
responsible for the finance, structuring and tax aspects of its global
investment portfolio. He also manages Crescent Point Group’s finance
and administration affairs generally.

Masterskill Education Group Berhad / Annual Report 2012
14
ACADEMIC - UPGRADED
AND REPOSITIONED ……
2012 marked a year of many achievements for us, the most
significant 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-fledged 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 fortified 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 first time in our history, we launched two
postgraduate programmes by coursework, Master of Science
in Healthcare Management and Postgraduate Certificate 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-fledged 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 first intake on 17 September 2012.
• MUCH was officially 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/certificate
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/
Certificate Holders by Institution
(18 october 2012 – 20 october 2012)
Institution Programme
aMU
number of
Graduands/
Certificate
Holders
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

YTM RaJa daTo’ SERI aZuREEn
SuLTan aZLan SHaH
Chancellor of aSIA Metropolitan University (AMU)
• With Convocation 2012, the cumulative number of
graduands/certificate holders that we have produced is as
shown in Exhibit 2.
Exhibit 2. Cumulative Number of Graduands/Certificate
Holders from 2007 to 2012 by Institution
no Institution
Total number of
Graduands/Certificate
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 specifically to
fulfill our strategic move for internationalization.
• To fully actualize on our strategic thrusts for diversification
and internationalization, we had developed and submitted
to the Malaysian Qualifications Agency (MQA) for approval
of several new academic programmes as shown in Exhibit 3.
Masterskill Education Group Berhad / Annual Report 2012
15
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.

Masterskill Education Group Berhad / Annual Report 2012
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)
YTM Tunku dato’ Seri kamel Bin Tunku Rijaludin
trustee
(representing MEGB)
datuk Hj ahamed Basheer Bin Mohd Hussain
trustee
(representing Industry)
datin Sri Carline a/p a. Johnson d’Cruz
trustee

aCaDeMiC
ManaGeMent teaM
name Position Qualification
dato’ Prof dr. nik Rahimah nik Yacob Vice Chancellor / Chief Executive, asia
Metropolitan University.
Chief Academic Officer, Masterskill Global
Colleges
Prof dr. noor aini Mohd Yusoff Deputy Vice Chancellor (Academic &
Globalization)
Masterskill Education Group Berhad / Annual Report 2012
17
BSc(Business Administration)
MBa
PhD(Business Administration)
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 Certificate 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 Certified 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

Masterskill Education Group Berhad / Annual Report 2012
18
MAJOR
EVENTS 2012
Franchise Certification Presentation Ceremony
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 Officer Mr.
Kamarudin Khalil.
Memorandum of understanding (Mou) with Yayasan Guru Malaysia Berhad
17
a MEMoRanduM oF undERSTandInG (Mou) was
signed between Masterskill (M) Sdn. Bhd. and Yayasan Guru
Malaysia Berhad (YGMB) to foster a mutually beneficial 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 Officer
Mr. Kamarudin Khalil and Deputy Chairman of YGMB Y. Bhg.
Dato’ Asariah Binti Mior Shaharuddin.

FeBRUaRy
28
1Masterskill Chinese new Year Celebration 2012
Masterskill’s 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-filled performances, games and
competitions.
Pesta kaamatan & Gawai dayak
JUNE
4
Masterskill Education Group Berhad / Annual Report 2012
19
Organised by AMU under the Student Affairs & Development
Department’s 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 officiated by Malaysian Minister of
Science, Technology and Innovation, Yang Berhormat Datuk Seri
Panglima Dr. Maximus Johnity Ongkili.

Masterskill Education Group Berhad / Annual Report 2012
20
MAJOR
EVENTS 2012
Fifth dYTM Raja dr. nazrin Shah International
open Chess Championship
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 year’s event witnessed the return of 10
grandmasters including ex-Soviet Sergei Tiviakov (representing
the Netherlands in this tournament), German multiple champion
Thomas Luther and Uzbekistan’s Tahir Vakhidov, as well as India’s
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.
6th aMu Convocation Ceremony & 2nd Masterskill
Global Colleges (MGC) Convocation 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 institution’s 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.

kad diskaun Siswa 1Malaysia Presentation
Ceremony
DeCeMBeR
06
Deputy Minister of International Trade and Industry Yang
Berhormat Dato’ Hj. Mukhriz bin Tun Dr. Mahathir, officiated
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 Officer 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 Ariffin and Service
Department Manager and Entrepreneur Cooperative of Bank
Rakyat, Mr. Shaharudin bin Mohd Sa’ad.
09
Masterskill Education Group Berhad / Annual Report 2012
21
The Masterskill Global College kota kinabalu Campus Charity Christmas
Concert & kad diskaun Siswa 1Malaysia Handover Ceremony
THE MaSTERSkILL GLoBaL CoLLEGE koTa kInaBaLu
CaMPuS CHaRITY CHRISTMaS ConCERT & kad
dISkaun SISwa 1MaLaYSIa HandovER CEREMonY
was officiated 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 Officer and Executive Director Dato’ Sri Dr. Edmund
Santhara and representatives from the Ministry of Domestic
Trade, Cooperatives and Consumerism (MoDTCC).

Masterskill Education Group Berhad / Annual Report 2012
22
CoRPoRate soCial
ResPonsiBility
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 significantly 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.
Free Medic assist kursus kepimpinan Pelajar Tahun 2012
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.
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.

CuLTIvaTInG TEaMwoRk
gotong-royong
AMU collaborated with the Joint Management Body of Rumah
Pangsa Taman Segar Perdana and the Ministry of Health, Hulu
Langat District Office 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 Office, this event also provided us
with an avenue to uphold our responsibility to society.
Masterskill Education Group Berhad / Annual Report 2012
23
Field work Exposure (Malaria & Filariasis – Case detection and Preventation)
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 Office. 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 five
students and five staff members from AMU took part in this pilot
programme.
The programme included various activities including:
• Briefing 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)

Masterskill Education Group Berhad / Annual Report 2012
24
CoRPoRate soCial
ResPonsiBility
1aMu Merdeka Celebration 2012 Leadership Campfire – Leader for a New Generation
advoCaTInG IT PRoFICIEnCY
As firm 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 five schools within the Pagoh district.
nuRTuRInG naTIonaL SoLIdaRITY
In conjunction with Malaysia’s 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 country’s 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 country’s
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: “ApaYang KauTahu Competition” (spontaneous
public speaking )
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 Taylor’s 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 Campfire – 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.

STATEMENT ON
CORPORATE GOVERNANCE
Masterskill Education Group Berhad / Annual Report 2012
25
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 identified specifically, the Group has complied with the Best Practices of the
Code throughout the financial 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 Company’s website at www.megb.com.my. The Board has overall responsibility for the Company’s strategic plan, overseeing the
conduct of the Company’s 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 Company’s 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 profiles 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 conflict of interest
situation, the Independent Directors remain in a position to fulfill 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 firmly 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 qualified 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.

Masterskill Education Group Berhad / Annual Report 2012
26
STATEMENT ON
CORPORATE GOVERNANCE (CoNT’D)
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 financial
year under review, the Board met a total of six times. The attendance of the Directors who held office during the financial 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 five (5) days prior to the Board meetings to accord sufficient 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 financial 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
Group’s 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 office 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 Company’s 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 office at least once every three years, and shall be eligible for re-election. The Company’s 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.

STATEMENT ON
CORPORATE GOVERNANCE (CoNT’D)
CODE OF CONDuCT
Masterskill Education Group Berhad / Annual Report 2012
27
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 final 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 Board’s notice or direction. The composition, other responsibilities, summary terms of
reference and summary of activities of the Audit Committee during the financial 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 financial 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
(Independent Non-Executive Chairman)
Datuk Kamarudin Bin Md. Ali
(Independent Non-Executive Director)
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 Board’s 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 satisfied that the size
and composition of the Board is adequate with appropriate mix of knowledge, skills, attributes and core competencies.

Masterskill Education Group Berhad / Annual Report 2012
28
STATEMENT ON
CORPORATE GOVERNANCE (CoNT’D)
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 financial year.
The members of the Remuneration Committee are:
Chairman: YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin
(Independent Non-Executive Chairman)
Members: Datuk Kamarudin Bin Md. Ali
(Independent Non-Executive Director)
Wisun Soon
(Independent Non-Executive Director)
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 Officer 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 Officer 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 Group’s 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 financial 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
YTM Tunku Dato’ Seri Kamel
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 Officer 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 financial 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 benefit to their role as Directors of the Company.

STATEMENT ON
CORPORATE GOVERNANCE (CoNT’D)
SECTION 2: DIRECTORS’ REmuNERATION
Masterskill Education Group Berhad / Annual Report 2012
29
The Company’s remuneration policy for Directors is formulated to attract and retain individuals of the necessary calibre relevant to
the achievement of the Company’s 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 financial year ended 31 December 2012 are as follows:
Aggregate Remuneration categorized into appropriate components:
Fees (Rm’000)
Salaries and
Allowances,
inclusive of EpF
contributions
(Rm’000) Bonus (Rm’000)
Benefits-in-kind
(Rm’000) Total (Rm’000)
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
–
1
1
RM200,001 – RM5,450,000
–
–
–
RM5,450,000 – RM5,500,000 1 – 1
Total 1 6 7
For security and confidential 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.

Masterskill Education Group Berhad / Annual Report 2012
30
STATEMENT ON
CORPORATE GOVERNANCE (CoNT’D)
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 Company’s latest announcements via the Bursa Malaysia’s website at www.bursamalaysia.com;
• Reports, announcements, presentations also available for download at the Group’s investors’ relation website at www.megb.com.my;
A Shareholders’ Communication Policy is available on the Company’s 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 Company’s performance for each financial 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 financial 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 financial 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 financial statements, the Company is mindful of the necessity to
present a balanced assessment of the Group’s financial position. The details of the Company and the Group’s annual audited financial
statements for the financial 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 Company’s assets, and the need to review the adequacy and integrity of those systems regularly.
Information on the Group’s 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 Company’s policies and guidelines in a safe and confidential manner. A
designated person is handling the matter and report directly to the Audit Committee of the Company.

STATEMENT ON
CORPORATE GOVERNANCE (CoNT’D)
RElATIONSHIp WITH THE ExTERNAl AuDITORS
Masterskill Education Group Berhad / Annual Report 2012
31
The Board via the Audit Committee maintains an appropriate, formal and transparent relationship with the Group’s 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 Group’s audit plans, audit findings, financial 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 financial statements for each financial 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 financial statements give a true and fair view of the state of affairs of the Group and the Company,
and of their results and cash flows for the financial 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 financial statements.
In preparing the annual audited financial statements of the Group and the Company for the financial 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
• confirmed that the annual audited financial 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 financial position of the Group and the Company, and which enable them to ensure that the annual audited
financial 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.

Masterskill Education Group Berhad / Annual Report 2012
32
AUDIT COMMITEE REPORT
The Board of Directors of mEGB is pleased to present the Audit Committee Report for the financial year ended 31 December 2012.
COmpOSITION OF THE AuDIT COmmITTEE AND mEETINGS
The Audit Committee held a total of five (5) Audit Committee meetings for the financial 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
Datuk Kamarudin Bin Md. Ali
(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 Officer, Chief Operating Officer, Chief Financial Officer, 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 financial 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 financially 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 specified 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 specified in Part II of the 1st Schedule of the Accountants
Act 1967; or
(iii) fulfill 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 office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least
once every three years.

AUDIT COMMITEE REPORT (CONT’D)
B. Roles and responsibility
Masterskill Education Group Berhad / Annual Report 2012
33
- 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 firm is involved;
- To provide a line of communication between the Board and the external auditors;
- To review the quarterly and year-end financial statements of the Group and Company, focusing particularly on: -
• any change in accounting policies and practices;
• significant 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 final audits, and any matter the external auditor may wish
to discuss (in the absence of management where necessary);
- To review the external auditor’s management letter and management’s 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 proficiency;
• 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 Company’s 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 Company’s conflict of interest and insider trading policies;
- To consider the major findings of internal investigations and management’s 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 financial and non-financial risks; and
- To review the Company’s procedures for detecting fraud and whistle blowing and ensure that arrangements are in place by
which staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting, financial 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 Company’s 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.

Masterskill Education Group Berhad / Annual Report 2012
34
AUDIT COMMITEE REPORT (CONT’D)
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 Officer 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 significant matters resolutions.
INTERNAl AuDIT FuNCTION
The Group has appointed a well established external Internal Audit firm, 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 efficiency of internal controls utilising a global audit
methodology and tool to support the corporate governance framework and an efficient 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 financial 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 financial year ended 31 December 2012 included the following:-
a) Reviewed the quarterly unaudited financial and annual audited financial statements of the Group and the Company including
the announcements pertaining thereto, before recommending to the Board for their approval and release of the Group’s
results to Bursa Malaysia.
b) Reviewed with external auditors on their audit planning memorandum on the statutory audit of the Group for the financial
year ended 31 December 2012.
c) Reviewed and discussed with the external auditors of their audit findings inclusive of system evaluation, audit fees, issues
raised and management letter together with management’s response.
d) Reviewed the internal audit plan;
e) Reviewed the internal audit reports presented and considered the findings of internal audit through the review of the
internal audit reports tabled and management responses thereof;
f) Reviewed the effectiveness of the Group’s system of internal control;
g) Reviewed related party transactions and conflict of interest situation that may arise within the Company or the Group;
h) Reviewed the Company’s 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 significant findings and results.
This Audit Committee Report is made in accordance with the resolution of the Board of Directors dated 26 April 2013.

STATEMENT ON RISk MANAGEMENT AND
INTERNAl CONTROl
Masterskill Education Group Berhad / Annual Report 2012
35
The Board of Directors recognizes its responsibilities over Masterskill Education Group Berhad (“the Company”)’s system of internal
controls, covering all its financial and operating activities to safeguard shareholders’ investment and the Company’s assets. The Board
has an established on-going process for identifying, evaluating and managing the significant 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 justifications 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 Company’s 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 financial 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 Officer 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 financial 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 Officer (“GCEO”) and the Head of Finance, that
the Group’s 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
significant weaknesses identified during the reviews together with the improvement measures to strengthen the internal controls
were reported to the Audit Committee. Reports on internal audit findings, together with recommendations for Management actions,
are reviewed by the Audit Committee. The internal audit reviews did not reveal significant 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 clarification 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.

Masterskill Education Group Berhad / Annual Report 2012
36
STATEMENT ON RISk MANAGEMENT AND
INTERNAl CONTROl (CoNT’D)
RISK mANAGEmENT FRAmEWORK
Risk management is embedded in the Company’s management system and is every employee’s responsibility as the Company firmly
believes that risk management is critical for the Company’s continued profitability and the enhancement of shareholder value. The
Company has an on-going process for identifying, evaluating and managing the significant risks faced by the Company throughout the
financial 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 Group’s risk management and internal
control system including the assessment and opinion by the Directors and management thereon.

Masterskill Education Group Berhad / Annual Report 2012
37
ADDITIONAl COMPlIANCE INFORMATION
1. utilisation of proceeds Raised from the Company’s Initial public Offering exercise
On 18 May 2012, the Company has announced that due to among others, the reduction in the PTPTN’s 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 financial 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 financial year.
3. Options, Warrants or Convertible Securities
The Company did not issue any options, warrants and convertible securities during the financial year ended 31 December 2012.
4. Depository Receipt program
The Company did not sponsor any depository receipt program during the financial 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 financial 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 affiliates for
the financial year ended 31 December 2012 amounted to RM107,000. The services were for first 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 profit estimations, forecasts or projections made or released by the Company during the financial year ended
31 December 2012.
There was no deviation of 10% or more between the audited results for the financial year ended 31 December 2012 and the
unaudited results previously announced.
8. Profit Guarantee
The Company did not provide any profit guarantee for the Group’s operations for the financial 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 financial year ended 31 December 2012.

Masterskill Education Group Berhad / Annual Report 2012
38
lIST OF PROPERTIES
pROpERTIES OWNED By OuR GROup
The details of land and buildings owned by us are set out below:
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
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
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
Description/
Existing use
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
office / campus
1 unit at the
Ground Floor
in a 3-storey
shop office /
office
land area
/ Built-up
area (sq ft)
Freehold /
leasehold
Approximate
Age of
Building
Date of
Acquisition
- / 84,246 Freehold 11 years 23 January
2006
- / 1,737 Freehold 11 years 17 May
2006
Net book
value
as at 31
December
2012
(Rm’000)
15,831
526

lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
3 Syarikat Kemacahaya Sdn. Bhd. /
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
4 Syarikat Kemacahaya Sdn. Bhd. /
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
Kemacahaya, Batu 9, 43200 Cheras,
Selangor
5 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-4-G, Ground Floor, Type:
RKA, Taman Kemacahaya held under
part of the Kemacahaya Master Title
Postal Address
Unit No. A-4-G, Ground Floor, Jalan
Kemacahaya 12, Taman Kemacahaya,
Batu 9, 43200 Cheras, Selangor
6 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-5-G, Ground Floor, Type:
RKA, Taman Kemacahaya held under
part of the Kemacahaya Master Title
Postal Address
Unit No. A-5-G, Ground Floor, Jalan
Kemacahaya 12, Taman Kemacahaya,
Batu 9, 43200 Cheras, Selangor
Description/
Existing use
2 units at the
Ground Floor
in a block of
3-storey shop
office / office
(G-14) and
clinic (G-15)
1 unit at the
First Floor in a
3-storey shop
office / office
1 unit at the
Ground Floor
in a 3-storey
shop office /
computer lab
1 unit at the
Ground Floor
in a 3-storey
shop office /
computer lab
land area
/ Built-up
area (sq ft)
Freehold /
leasehold
Masterskill Education Group Berhad / Annual Report 2012
39
Approximate
Age of
Building
Date of
Acquisition
- / 3,190 Freehold 11 years 20 March
2007
- / 3,474 Freehold 11 years 20 March
2007
- / 1,606 Freehold 11 years 6 September
2008
- / 1,606 Freehold 11 years 6 September
2008
Net book
value
as at 31
December
2012
(Rm’000)
873
196
228
228

Masterskill Education Group Berhad / Annual Report 2012
40
lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
7 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-14-G, Ground Floor, Type:
RKA, Taman Kemacahaya held under
part of the Kemacahaya Master Title
Postal Address
Unit No. A-14-G, Ground Floor, Type:
RKA, Jalan Kemacahaya 11, Taman
Kemacahaya, Batu 9, 43200 Cheras,
Selangor
8 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-12-G, Ground Floor, Type:
RKA, Taman Kemacahaya held under
part of the Kemacahaya Master Title
Postal Address
Unit No. A-12-G, Ground Floor, Jalan
Kemacahaya 12, Taman Kemacahaya,
Batu 9, 43200 Cheras, Selangor
9 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-15-G, Ground Floor, Type:
RKA, Taman Kemacahaya held under
part of the Kemacahaya Master Title
Postal Address
Unit No. A-15-G, Ground Floor, Jalan
Kemacahaya 12, Taman Kemacahaya,
Batu 9, 43200 Cheras, Selangor
Description/
Existing use
1 unit at the
Ground Floor
in a 3-storey
shop office /
classroom
1 unit at the
Ground Floor
in a 3-storey
shop office /
classroom
1 unit at the
Ground Floor
in a 3-storey
shop office /
examination
department
land area
/ Built-up
area (sq ft)
Freehold /
leasehold
Approximate
Age of
Building
Date of
Acquisition
- / 1,606 Freehold 11 years 19
December
2007
- / 1,606 Freehold 11 years 22 March
2007
- / 1,606 Freehold 11 years 21 January
2008
Net book
value
as at 31
December
2012
(Rm’000)
199
170
219

lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
10 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-15-1 (Front Portion),
First Floor, Type: RKA, Taman
Kemacahaya held under part of the
Kemacahaya Master Title
Postal Address
Unit No. A-15-1 (Front Portion),
First Floor, Jalan Kemacahaya 12,
Taman Kemacahaya, Batu 9, 43200
Cheras, Selangor
11 Syarikat Kemacahaya Sdn. Bhd. /
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
Kemacahaya, Batu 9, 43200 Cheras,
Selangor
12 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-15-2 (Front Portion),
Second Floor, Type: RKA, Taman
Kemacahaya held under part of the
Kemacahaya Master Title
Postal Address
Unit No. A-15-2 (Front Portion),
Second Floor, Jalan Kemacahaya 12,
Taman Kemacahaya, Batu 9, 43200
Cheras, Selangor
Description/
Existing use
1 unit of the
Front Portion
at the First
Floor in a
3-storey
shop office /
examination
department
1 unit of the
Back Portion at
the First Floor
in a 3-storey
shop office /
examination
department
1 unit of
the Front
Portion at the
Second Floor
in a 3-storey
shop office /
examination
department
land area
/ Built-up
area (sq ft)
Freehold /
leasehold
Masterskill Education Group Berhad / Annual Report 2012
41
Approximate
Age of
Building
Date of
Acquisition
- / 892 Freehold 11 years 21 January
2008
- / 748 Freehold 11 years 21 January
2008
- / 910 Freehold 11 years 21 January
2008
Net book
value
as at 31
December
2012
(Rm’000)
66
66
44

Masterskill Education Group Berhad / Annual Report 2012
42
lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
13 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-15-2 (Back Portion),
Second Floor, Type: RKA, Taman
Kemacahaya held under part of the
Kemacahaya Master Title
Postal Address
Unit No. A-15-2 (Back Portion),
Second Floor, Jalan Kemacahaya 12,
Taman Kemacahaya, Batu 9, 43200
Cheras, Selangor
14 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-2-1 (Front Portion), First
Floor, Type: RKA, Taman Kemacahaya
held under part of the Kemacahaya
Master Title
Postal Address
Unit No. A-2-1 (Front Portion), First
Floor, Jalan Kemacahaya 12, Taman
Kemacahaya, Batu 9, 43200 Cheras,
Selangor
15 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-1-1 (Front Portion), First
Floor, Type: RKA, Taman Kemacahaya
held under part of the Kemacahaya
Master Title
Postal Address
Unit No. A-1-1 (Front Portion), First
Floor, Jalan Kemacahaya 12, Taman
Kemacahaya, Batu 9, 43200 Cheras,
Selangor
Description/
Existing use
1 unit of the
Back Portion
at the Second
Floor in a
3-storey
shop office /
examination
department
1 unit of the
Front Portion
at the First
Floor in a
3-storey
shop office /
teaching and
learning centre
1 unit of the
Front Portion
at the First
Floor in a
3-storey
shop office /
classroom
land area
/ Built-up
area (sq ft)
Freehold /
leasehold
Approximate
Age of
Building
Date of
Acquisition
- / 748 Freehold 11 years 21 January
2008
- / 892 Freehold 11 years 15
December
2008
- / 892 Freehold 11 years 15
December
2008
Net book
value
as at 31
December
2012
(Rm’000)
44
108
102

lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
16 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-1-1 (Back Portion), First
Floor, Type: RKA, Taman Kemacahaya
held under part of the Kemacahaya
Master Title
Postal Address
Unit No. A-1-1 (Back Portion), First
Floor, Jalan Kemacahaya 12, Taman
Kemacahaya, Batu 9, 43200 Cheras,
Selangor
17 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-6-G, Ground Floor, Type:
RKA, Taman Kemacahaya held under
part of the Kemacahaya Master Title
Postal Address
Unit No. A-6-G, Ground Floor, Jalan
Kemacahaya 12, Taman Kemacahaya,
Batu 9, 43200 Cheras, Selangor
18 Syarikat Kemacahaya Sdn. Bhd. /
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
Kemacahaya, Batu 9, 43200 Cheras,
Selangor
Description/
Existing use
1 unit of the
Back Portion at
the First Floor
in a 3-storey
shop office /
classroom
1 unit at the
Ground Floor
in a 3-storey
shop office /
computer lab
1 block of
a 1-storey
building /
auditorium
land area
/ Built-up
area (sq ft)
Freehold /
leasehold
Masterskill Education Group Berhad / Annual Report 2012
43
Approximate
Age of
Building
Date of
Acquisition
- / 748 Freehold 11 years 15
December
2008
- / 1,606 Freehold 11 years 25 March
2008
153,149 /
15,400
Freehold 11 years 23 June
2006
Net book
value
as at 31
December
2012
(Rm’000)
88
274
1,114

Masterskill Education Group Berhad / Annual Report 2012
44
lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
19 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-18-G, Ground Floor, Type:
RKA, Taman Kemacahaya held under
part of the Kemacahaya Master Title
Postal Address
Unit No. A-18-G, Ground Floor, Jalan
Kemacahaya 12, Taman Kemacahaya,
Batu 9, 43200 Cheras, Selangor
20 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-18-2 (Front Portion),
Second Floor, Type: RKA, Taman
Kemacahaya held under part of the
Kemacahaya Master Title
Postal Address
Unit No. A-18-2 (Front Portion),
Second Floor, Jalan Kemacahaya 12,
Taman Kemacahaya, Batu 9, 43200
Cheras, Selangor
21 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-16-G, Floor No. Ground
Floor, Type: RKA, Taman Kemacahaya
held under part of the Kemacahaya
Master Title
Postal Address
Unit No. A-16-G, Jalan Kemacahaya
12, Taman Kemacahaya, Batu 9,
43200 Cheras, Selangor
Description/
Existing use
1 unit at the
Ground Floor
in a 3-storey
shop office /
classroom
1 unit of the
Front Portion
at the Second
Floor in a
3-storey shop
office / vacant
1 unit at the
Ground Floor
in a 3-storey
shop office
/ Student
Representative
Council
land area
/ Built-up
area (sq ft)
Freehold /
leasehold
Approximate
Age of
Building
Date of
Acquisition
- / 1,606 Freehold 11 years 30 June
2008
- / 910 Freehold 11 years 30 June
2008
- / 1,606 Freehold 11 years 7 August
2008
Net book
value
as at 31
December
2012
(Rm’000)
192
37
365

lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
22 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-1-G, Floor No. Ground
Floor, Type: RKA, Taman Kemacahaya
held under part of the Kemacahaya
Master Title
Postal Address
Unit No. A-1-G, Jalan Kemacahaya
12, Taman Kemacahaya, Batu 9,
43200 Cheras, Selangor
23 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-2-G, Floor No. Ground
Floor, Type: RKA, Taman Kemacahaya
held under part of the Kemacahaya
Master Title
Postal Address
Unit No. A-2-G, Jalan Kemacahaya
12, Taman Kemacahaya, Batu 9,
43200 Cheras, Selangor
24 Syarikat Kemacahaya Sdn. Bhd. /
masterskill
Unit No. A-3-G, Floor No. Ground
Floor, Type: RKA, Taman Kemacahaya
held under part of the Kemacahaya
Master Title
Postal Address
Unit No. A-3-G, Jalan Kemacahaya
12, Taman Kemacahaya, Batu 9,
43200 Cheras, Selangor
Description/
Existing use
1 unit at the
Ground Floor
in a 3-storey
shop office /
cafeteria
1 unit at the
Ground Floor
in a 3-storey
shop office /
student rest
area
1 unit at the
Ground Floor
in a 3-storey
shop office /
student rest
area
land area
/ Built-up
area (sq ft)
Freehold /
leasehold
Masterskill Education Group Berhad / Annual Report 2012
45
Approximate
Age of
Building
Date of
Acquisition
- / 1,606 Freehold 11 years 7 August
2008
- / 1,606 Freehold 11 years 7 August
2008
- / 1,606 Freehold 11 years 7 August
2008
Net book
value
as at 31
December
2012
(Rm’000)
729
547
456

Masterskill Education Group Berhad / Annual Report 2012
46
lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
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 Industrial
Park, KM 8, Jalan Tunku Abdul
Rahman, Tasek, 30010 Ipoh, Perak
26 masterskill / masterskill
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
27 masterskill / masterskill
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
Description/
Existing use
A 4-storey
main building,
two 4-storey
classroom
blocks, two
2-storey
laboratory
buildings, a
single storey
shop, a single
storey multipurpose
hall,
a 3-storey
auditorium
block, a
4-storey hostel,
a surau and a
guard house/
campus/ main
hall / hostel
A piece of
vacant land
3-storey shop
lot building /
vacant
land area
/ Built-up
area (sq ft)
301,938 /
191,026
136,083 (on
land)
4,580 /
11,783
Freehold /
leasehold
Leasehold
for 99
years
expiring
on 17
october
2089
Leasehold
for 99
years
expiring
on 17
october
2089
Leasehold
for 66
years
expiring on
19 January
2076
Approximate
Age of
Building
Date of
Acquisition
6 years 14
February
2007
Not
applicable
16
February
2007
7 years 18
September
2008
Net book
value
as at 31
December
2012
(Rm’000)
19,302
1,769
2,210

lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
28 masterskill / masterskill
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
29 masterskill / masterskill
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 Jajahan
Kota Bharu, Negeri Kelantan
30 masterskill / masterskill
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
31 masterskill / masterskill
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
Description/
Existing use
4 lots of a
4-storey office
shoplot /
vacant
34 lots of 3
storey shoplots
/ campus
A piece of
vacant land
under the
category
of land use
for building
purpose
2-storey office
building, a
single storey
office and a
guard house /
partially used
for sales office
and partially
rented out for
office use
land area
/ Built-up
area (sq ft)
7,491 /
29,964
55,456 /
164,808
190,402 (on
land)
346,164 /
45,589
Freehold /
leasehold
Leasehold
for 66
years
expiring
on 10 May
2075
Leasehold
for 99
years
expiring on
20 August
2102
Masterskill Education Group Berhad / Annual Report 2012
47
Approximate
Age of
Building
Freehold Not
applicable
Date of
Acquisition
4 years 19 June
2008
2 years 19 July
2010
19 August
2009
Freehold 16 years 19 August
2009
Net book
value
as at 31
December
2012
(Rm’000)
6,619
34,556
7,896
21,334

Masterskill Education Group Berhad / Annual Report 2012
48
lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
32 masterskill / masterskill
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
33 masterskill / masterskill
Town Lease Nos. 017546011,
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
34 masterskill / masterskill
Town Lease Nos. 017546048,
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
Description/
Existing use
5 lots of a
4-storey
commercial
building /
campus
3 lots of a
4-storey
commercial
building /
campus
2 blocks of
5-storey
building /
campus
land area
/ Built-up
area (sq ft)
8,690 /
35,415
5,476 /
21,249
20,990 /
104,950
Freehold /
leasehold
Leasehold
for 99
years
expiring
on 31
December
2092
Leasehold
for 99
years
expiring
on 31
December
2092
Leasehold
for 99
years
expiring
on 31
December
2092
Approximate
Age of
Building
Date of
Acquisition
4 years 25 August
2008
4 years 25 August
2008
Less than 1
year
20
December
2009
Net book
value
as at 31
December
2012
(Rm’000)
8,871
4,820
49,877

lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
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
36 The General Conference
Corporation of the Seventh-Day
Adventists / masterskill
Sublot 2 (Lot 4605) held under part
of Lot 51, Block 218, Kuching North
Land District
Postal Address
No. 4605, Jalan Stapok/Jalan Batu
Kawa Junction, 3 1/2 mile, Kuching
37 The General Conference
Corporation of the Seventh-Day
Adventists / masterskill
Sublot 3 (Lot 4606) held under part
of Lot 51, Block 218, Kuching North
Land District
Postal Address
No. 4606, Jalan Stapok/Jalan Batu
Kawa Junction, 3 1/2 mile, Kuching
38 The General Conference
Corporation of the Seventh-Day
Adventists / masterskill
Sublot 4 (Lot 4607) held under part
of Lot 51, Block 218, Kuching North
Land District
Postal Address
No. 4607, Jalan Stapok/Jalan Batu
Kawa Junction, 3 1/2 mile, Kuching
Description/
Existing use
3-storey
corner
terraced
shophouse /
campus
3-storey
intermediate
terraced
shophouse /
campus
3-storey
immediate
terraced
shophouse /
campus
3-storey
intermediate
terraced
shophouse /
campus
land area
/ Built-up
area (sq ft)
Freehold /
leasehold
1,452/ 4,805 Leasehold
for 870
years
expiring on
8 March
2826
1,200 /
4,805
1,201 /
4,805
1,173 /
4,805
Leasehold
for 870
years
expiring on
8 March
2826
Leasehold
for 870
years
expiring on
8 March
2826
Leasehold
for 870
years
expiring on
8 March
2826
Masterskill Education Group Berhad / Annual Report 2012
49
Approximate
Age of
Building
Date of
Acquisition
4 years 25 August
2009
4 years 25 August
2009
4 years 25 August
2009
4 years 25 August
2009
Net book
value
as at 31
December
2012
(Rm’000)
1,096
1,074
882
883

Masterskill Education Group Berhad / Annual Report 2012
50
lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
39 The General Conference
Corporation of the Seventh-Day
Adventists / masterskill
Sublot 5 (Lot 4608) held under part
of Lot 51, Block 218, Kuching North
Land District
Postal Address
No. 4608, Jalan Stapok/Jalan Batu
Kawa Junction, 3 1/2 mile, Kuching
40 The General Conference
Corporation of the Seventh-Day
Adventists / masterskill
Sublot 6 (Lot 4609) held under part
of Lot 51, Block 218, Kuching North
Land District
Postal Address
No. 4609, Jalan Stapok/Jalan Batu
Kawa Junction, 3 1/2 mile, Kuching
41 The General Conference
Corporation of the Seventh-Day
Adventists / masterskill
Sublot 7 (Lot 4610) held under part
of Lot 51, Block 218, Kuching North
Land District
Postal Address
No. 4610, Jalan Stapok/Jalan Batu
Kawa Junction, 3 1/2 mile, Kuching
42 The General Conference
Corporation of the Seventh-Day
Adventists / masterskill
Sublot 8 (Lot 4611) held under part
of Lot 51, Block 218, Kuching North
Land District
Postal Address
No. 4611, Jalan Stapok/Jalan Batu
Kawa Junction, 3 1/2 mile, Kuching
Description/
Existing use
4-storey
intermediate
terraced
shophouse /
campus
4-storey
intermediate
terraced
shophouse /
campus
4-storey
intermediate
terraced
shophouse /
campus
3-storey
intermediate
terraced
shophouse /
campus
land area
/ Built-up
area (sq ft)
1,931 /
4,805
Freehold /
leasehold
Leasehold
for 870
years
expiring on
8 March
2826
1,931 /4,805 Leasehold
for 870
years
expiring on
8 March
2826
1,174 /
4,805
1,464 /
4,805
Leasehold
for 870
years
expiring on
8 March
2826
Leasehold
for 870
years
expiring on
8 March
2826
Approximate
Age of
Building
Date of
Acquisition
4 years 25 August
2009
4 years 25 August
2009
4 years 25 August
2009
4 years 25 August
2009
Net book
value
as at 31
December
2012
(Rm’000)
1,845
1,881
1,770
1,269

lIST OF PROPERTIES (CoNT’D)
No.
Name of Registered Owner /
Beneficial Owner: Lot. No./Postal
address
43 masterskill / masterskill
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
44 masterskill / masterskill
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
45 masterskill / masterskill
Geran 51397, Lot 7619, Mukim
Kajang, Daerah Ulu Langat, Negeri
Selangor
46 masterskill / masterskill
Geran 51413, Lot 7635, Mukim
Kajang, Daerah Ulu Langat, Negeri
Selangor
47 masterskill / masterskill
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
Description/
Existing use
Five (5) pieces
of vacant land
Three (3)
pieces of
vacant land
A piece of
vacant land
A piece of
vacant land
6 storey
building and
2 levels of
basement car
park
land area
/ Built-up
area (sq ft)
1,091,450
(on land)
797,148
(on land)
239,852
(on land)
230,051
(on land)
44,812 /
173,193
Freehold /
leasehold
Masterskill Education Group Berhad / Annual Report 2012
51
Approximate
Age of
Building
Freehold Not
applicable
Freehold Not
applicable
Freehold Not
applicable
Freehold Not
applicable
Leasehold
for 99
years and
expiring on
29/09/2063
Date of
Acquisition
26 August
2010
26 August
2010
26 August
2010
15 october
2010
16 years 30
November
2011
Net book
value
as at 31
December
2012
(Rm’000)
15,837
11,557
3,726
3,282
27,576

Masterskill Education Group Berhad / Annual Report 2012
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
SuBSTANTIAl SHAREHOlDERS
5,572 100.00 409,905,780 100.00
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:-
Name
No. of
Shares held
DIRECT INDIRECT
% 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 D’Cruz 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.

ANALYSIS OF SHAREHOLDINGS
AS AT 13 MAY 2013 (CONT’D)
DIRECTORS’ SHAREHOlDINGS
Masterskill Education Group Berhad / Annual Report 2012
53
The interests of the Directors of Masterskill Education Group Berhad in the shares of the Company based on the Company’s Register
of Directors’ Shareholdings are as follows:-
Name
No. of
Shares held
DIRECT INDIRECT
% of Issued
Shares
No. of
Shares held
% of Issued
Shares
YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin – – – –
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.
ANAlySIS OF SHAREHOlDINGS
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)
2. Cimsec Nominees (Asing) Sdn. Bhd.
Masterskill Holding Limited
3. Cimsec Nominees (Tempatan) Sdn. Bhd.
CIMB for Carline A/P A Johnson D’Cruz (PB)
4. Cimsec Nominees (Tempatan) Sdn. Bhd.
CIMB for Siva Kumar A/L M Jeyapalan (PBCL-0G0015)
5. Cimsec Nominees (Asing) Sdn. Bhd.
Asia Healthcare Holdings I Ltd
6. Citigroup Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Tan Kian Aik (740028152)
7. HSBC Nominees (Asing) Sdn. Bhd.
Exempt an for Banque Privee Edmond De Rothschild Europe (BPERE-CLIENTS)
112,000,000 27.32
88,208,370 21.52
25,601,079 6.25
10,000,000 2.44
8,885,795 2.17
6,987,400 1.70
6,907,572 1.69

Masterskill Education Group Berhad / Annual Report 2012
54
ANALYSIS OF SHAREHOLDINGS
AS AT 13 MAY 2013 (CONT’D)
TOp 30 lARGEST SHAREHOlDERS AS AT 13 mAy 2013
No. Shareholders Shareholdings percentage (%)
8. Cartaban Nominees (Asing) Sdn. Bhd.
Exempt an for Credit Agricole Titres Brunoy
9. HSBC Nominees (Asing) Sdn. Bhd.
Exempt an for Credit Suisse Securities (USA) LLC (PB Client)
10. Alliancegroup Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Tan Kian Aik (8058967)
11. Citigroup Nominees (Asing) Sdn. Bhd.
CB Spore GW for Firth Asian Smaller Companies Fund
12. HSBC Nominees (Asing) Sdn. Bhd.
Exempt an for JPMorgan Chase Bank, National Association (Netherlands)
13. HSBC Nominees (Asing) Sdn. Bhd.
BNYM SA/NV for Hereford Funds Firth Asian Value Fund
14. Amsec Nominees (Tempatan) Sdn. Bhd.
Amtrustee Berhad for Pacific Pearl Fund (UT-PM-PPF)
15. Alliancegroup Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Tan Kian Chuan (8059299)
16. Citigroup Nominees (Asing) Sdn. Bhd.
Merrill Lynch International
17. Cartaban Nominees (Asing) Sdn. Bhd.
Exempt an for Credit Agricole (Suisse) SA
6,092,428 1.49
5,638,100 1.38
5,417,800 1.32
5,325,000 1.30
3,150,000 0.77
2,954,200 0.72
2,920,700 0.71
2,400,000 0.59
2,341,200 0.57
2,000,000 0.49
18. Kandiah A/L Subramaniam 2,000,000 0.49
19. HSBC Nominees (Asing) Sdn. Bhd.
Exempt an for JPMorgan Chase Bank, National Association (Rep of China)
20. HSBC Nominees (Asing) Sdn. Bhd.
BNYM SA/NV for Alexanderplatz Investissement
21. EB Nominees (Tempatan) Sendirian Berhad
Pledged Securities Account for Md. Yusoff Merican Bin Yahaya Merican (SFC)
22. Cimsec Nominees (Asing) Sdn. Bhd.
CIMB for Lee Chun Fun (PB)
23. Cartaban Nominees (Asing) Sdn. Bhd.
RBC ISB for Equities Asia/Pacific Ex Japan FH (USD) (LGT CAP INV SC3)
24. HLIB Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Rozman Bin Omar
25. Cimsec Nominees (Asing) Sdn. Bhd.
Asian Education Investments Ltd
1,482,100 0.36
1,456,100 0.36
1,350,000 0.33
1,100,000 0.27
1,021,000 0.25
992,500 0.24
901,132 0.22

ANALYSIS OF SHAREHOLDINGS
AS AT 13 MAY 2013 (CONT’D)
TOp 30 lARGEST SHAREHOlDERS AS AT 13 mAy 2013
Masterskill Education Group Berhad / Annual Report 2012
55
No. Shareholders Shareholdings percentage (%)
26. HSBC Nominees (Asing) Sdn. Bhd.
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
29. Citigroup Nominees (Asing) Sdn. Bhd.
GSCO for Double A Limited
30. Cartaban Nominees (Asing) Sdn. Bhd.
SSBT fund SD4N for Government of the Province of Alberta
782,600 0.19
700,000 0.17
693,700 0.17

Masterskill Education Group Berhad / Annual Report 2012
56
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2012
The Directors hereby submit their report and the audited financial 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 financial statements. There has been no significant change in the nature of these activities during the financial year.
RESulTS
Group Company
Rm’000 Rm’000
(Loss)/Profit for the year attributable to:
owners of the Company (28,188) 65,529
Non-controlling interests (4) –
RESERvES AND pROvISIONS
There were no material transfers to or from reserves and provisions during the financial year under review.
DIvIDENDS
Since the end of the previous financial year, the Company paid:
(28,192) 65,529
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 financial year ended 31 December 2011 on 9 April 2012; and
ii) a first 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 financial year ended 31 December 2012 on 3 July 2012.
DIRECTORS OF THE COmpANy
Directors who served since the date of the last report are:
YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin
Dato’ Sri Dr. Santhara Kumar a/l Ramanaidu
Datuk Kamarudin Bin Md. Ali
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’ INTERESTS
Masterskill Education Group Berhad / Annual Report 2012
57
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2012 (CONT’D)
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
Dato’ Sri Dr. Santhara Kumar a/l Ramanaidu:
Interest in the Company:
- own 41,000,000 7,000,000 –
- deemed* 49,601,079 –
–
Richard Todd Scanlon:
Deemed interest in the Company held through
Asia Healthcare Holdings I, Ltd 8,885,795 –
–
At
31.12.2012
48,000,000
49,601,079
8,885,795
mathuraiveran a/l marimuthu
- deemed# 5,000 –
–
5,000
* Datin Sri Carline a/p A. Johnson D’Cruz 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 D’Cruz 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 financial year to the extent that Masterskill Education Group Berhad has an interest.
None of the other Directors holding office at 31 December 2012 had any interest in the ordinary shares of the Company and of its
related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the
financial statement or the fixed 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 firm of which the Director is a member, or with a company in which the Director has
a substantial financial interest, other than as disclosed in Note 27 to the financial statements.
There were no other arrangements during and at the end of the financial year which had the object of enabling Directors of the
Company to acquire benefits 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 financial year.
There were no debentures issued during the financial year.

Masterskill Education Group Berhad / Annual Report 2012
58
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2012 (CONT’D)
OpTIONS GRANTED OvER uNISSuED SHARES
No options were granted to any person to take up unissued shares of the Company during the financial year.
OTHER STATuTORy INFORmATION
Before the financial 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 financial 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 financial statements, that would render any amount stated in the financial 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 financial 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 financial 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 financial 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 financial 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 financial year and the date of this report.

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:
…………………………………………………………
yTm Tunku Dato’ Seri Kamel Bin Tunku Rijaludin
…………………………………………………………
Siva Kumar a/l m Jeyapalan
Kuala Lumpur,
Date: 26 April 2013
Masterskill Education Group Berhad / Annual Report 2012
59
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2012 (CONT’D)

Masterskill Education Group Berhad / Annual Report 2012
60
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012
Group Company
Note 31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
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
Amounts due from
6 10,102 10,210 – 10,102 10,210 –
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 financial statements.
–
–
–
–
–
–

Masterskill Education Group Berhad / Annual Report 2012
61
STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME FOR THE YEAR ENDED
31 DECEMBER 2012
Group Company
Note 2012 2011 2012 2011
Rm’000 Rm’000 Rm’000 Rm’000
Revenue 13 148,824 250,171 65,753 49,532
Cost of services (96,655) (120,216) –
–
Gross profit 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)/Profit before tax (35,447) 42,954 65,865 50,614
Tax expense 17 7,255 (4,810) (336) (656)
(Loss)/Profit for the year (28,192) 38,144 65,529 49,958
Other comprehensive (expense)/ income, net of tax
Fair value of available-for-sale financial 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)/Profit attributable to:
owners of the Company (28,188) 38,144 65,529 49,958
Non-controlling interests (4) –
–
–
(Loss)/Profit 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
Non-controlling interests (4) –
–
–
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
The notes on pages 66 to 108 are an integral part of these financial statements.

Masterskill Education Group Berhad / Annual Report 2012
62
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012
Attributable to owners of the Company
Non-distributable Distributable
Share Share Fair value Retained
Non
controlling- Total
Note capital premium reserve earnings Total interests equity
Group Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
At 1 January 2011 81,981 144,225 – 294,315 520,521 – 520,521
Fair value of available-for-sale
financial asset – – 7,156 – 7,156 – 7,156
Profit for the year – – – 38,144 38,144 – 38,144
Total comprehensive income
for the year
Contributions by and
distributions to owners of
the Company
- Dividends to owners of
– – 7,156 38,144 45,300 – 45,300
the Company
Total transactions with
20 – – – (49,517) (49,517) – (49,517)
owners of the Company – – – (49,517) (49,517) – (49,517)
At 31 December 2011/
1 January 2012
Fair value of available-for-sale
81,981 144,225 7,156 282,942 516,304 – 516,304
financial asset – – (108) – (108) – (108)
Loss for the year
Total comprehensive
– – – (28,192) (28,192) – (28,192)
expense for the year
Contributions by and
distributions to owners of
the Company
- Dividends to owners of
– – (108) (28,192) (28,300) – (28,300)
the Company
Changes in ownership
20 – – – (65,749) (65,749) – (65,749)
interests in a subsidiary
Total transactions with
– – – 19 19 131 150
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

Masterskill Education Group Berhad / Annual Report 2012
63
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012 (CONT’D)
Attributable to owners of the Company
Non-distributable Distributable
Share Share Fair value Retained Total
Note capital premium reserve earnings equity
Company Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
At 1 January 2011 81,981 144,225 – 1,823 228,029
Fair value of available-for-sale financial asset – – 7,156 – 7,156
Profit for the year – – – 49,958 49,958
Total comprehensive income for the year
Contributions by and distributions to
owners of the Company
– – 7,156 49,958 57,114
- Dividends to owners of the Company
Total transactions with owners of the
20 – – – (49,517) (49,517)
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 financial asset – – (108) – (108)
Profit 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
Total transactions with owners of the
20 – – – (65,749) (65,749)
Company – – – (65,749) (65,749)
At 31 December 2012 81,981 144,225 7,048 2,044 235,298
The notes on pages 66 to 108 are an integral part of these financial statements.
Note 9 Note 9 Note 9 Note 9

Masterskill Education Group Berhad / Annual Report 2012
64
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2012
Group Company
Note 2012 2011 2012 2011
Rm’000 Rm’000 Rm’000 Rm’000
Cash flows from operating activities
(Loss)/Profit before tax
Adjustments for:
(35,447) 42,954 65,865 50,614
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
Loss/(Gain) on disposal of property,
5,247 4 –
–
plant and equipment 656 (3) –
–
Operating (loss)/profit 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 flows 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
Proceeds from disposal of property,
(57,839) (51,947) –
–
plant and equipment 158 3 –
–
Net cash used in investing activities (57,741) (54,825) (7,550) (3,085)
Cash flows from financing activities
Disposal to non-controlling interests 150 –
–
–
Repayment of borrowings (8,600) (7,034) –
–
Proceeds from borrowings 26,200 18,600 –
–
Repayment of finance lease liabilities (3,511) (2,878) –
–
Dividend paid (65,749) (49,517) (65,749) (49,517)
Net cash used in financing 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

(i) Cash and cash equivalents
Masterskill Education Group Berhad / Annual Report 2012
65
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2012 (CONT’D)
Cash and cash equivalents included in the statements of cash flows comprise the following statements of financial position
amounts:
Group Company
Note 2012 2011 2012 2011
Rm’000 Rm’000 Rm’000 Rm’000
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
The notes on pages 66 to 108 are an integral part of these financial statements.

Masterskill Education Group Berhad / Annual Report 2012
66
NOTES TO THE FINANCIAL STATEMENTS
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 office of the Company
are as follows:
principal place of business
G-8 Jalan Kemacahaya 11
Taman Kemacahaya, Batu 9
43200 Cheras
Selangor Darul Ehsan
Registered office
B-13-15, Level 13, Menara Prima Tower B,
Jalan PJU1/39, Dataran Prima
47301 Petaling Jaya
Selangor Darul Ehsan
The consolidated financial 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 financial 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 financial statements were authorised for issue by the Board of Directors on 26 April 2013.
1. BASIS OF pREpARATION
(a) Statement of compliance
The financial 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 Group’s and Company’s first financial statements prepared in accordance with MFRS and MFRS 1, First-time Adoption
of Malaysian Financial Reporting Standards has been applied.
In the previous financial years, the financial 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 financial impact to the financial
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 financial statements other than the presentation format of the statement of profit 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 Benefits (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

1. BASIS OF pREpARATION (Cont’d)
(a) Statement of compliance (Cont’d)
Masterskill Education Group Berhad / Annual Report 2012
67
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2013(Cont’d)
• 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
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2014
• 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
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2015
• 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.
• from the annual period beginning on 1 January 2014 for those standards, amendments or interpretations that are
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.
• from the annual period beginning on 1 January 2015 for those standards, amendments or interpretations that are
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 classification
and measurement of financial assets. Upon adoption of MFRS 9, financial assets will be measured at either fair value or
amortised cost. It is expected that the Group’s 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 financial impact
of adopting MFRS 9.

Masterskill Education Group Berhad / Annual Report 2012
68
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
1. BASIS OF pREpARATION (Cont’d)
(a) Statement of compliance (Cont’d)
(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 definition of control in MFRS 10: (i) power
by investor over an investee, (ii) exposure, or rights, to variable returns from investor’s involvement with the investee,
and (iii) investor’s 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 financial
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 definition of property, plant and equipment.
Otherwise, such items are classified 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 financial
impacts to the current and prior periods financial statements of the Group and of the Company upon their first adoption.
(b) Basis of measurement
The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2.
(c) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (“RM”), which is the Group’s and the Company’s functional
currency. All financial 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 financial 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 significant areas of estimation uncertainty and critical judgements in applying accounting policies that have
significant effect on the amounts recognised in the financial statements other than that disclosed in the following note:
• Note 4 – Impairment testing for cash-generating units containing goodwill

2. SIGNIFICANT ACCOuNTING pOlICIES
Masterskill Education Group Berhad / Annual Report 2012
69
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
The accounting policies set out below have been applied consistently to the periods presented in these financial statements,
and in preparing the opening MFRS statements of financial 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 financial statements of
subsidiaries are included in the consolidated financial 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 financial and
operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that
presently are exercisable are taken into account.
Investments in subsidiaries are measured in the Company’s statement of financial 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 identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit 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 acquiree’s identifiable 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 Group’s share of
net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves.

Masterskill Education Group Berhad / Annual Report 2012
70
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
2. SIGNIFICANT ACCOuNTING pOlICIES (Cont’d)
(a) Basis of consolidation (Cont’d)
(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 financial 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 profit or loss and
other comprehensive income as an allocation of the profit 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 deficit 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 financial statements.
(b) Financial instruments
(i) Initial recognition and measurement
A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the Group
or the Company becomes a party to the contractual provisions of the instrument.
A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.
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 profit 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 financial 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.

Masterskill Education Group Berhad / Annual Report 2012
71
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
2. SIGNIFICANT ACCOuNTING pOlICIES (Cont’d)
(b) Financial instruments (Cont’d)
(ii) Financial instrument categories and subsequent measurement (Cont’d)
(b) Available-for-sale financial 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 financial 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 profit or loss. On derecognition, the
cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss.
Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss.
All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment
(see Note 2(g)(i)).
Financial liabilities
All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through
profit or loss.
(iii) Derecognition
A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the
financial asset expire or the financial asset is transferred to another party without retaining control or substantially all
risks and rewards of the asset. On derecognition of a financial 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 profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is
discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount
of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in profit 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 flow hedges of
foreign currency purchases of property, plant and equipment.

Masterskill Education Group Berhad / Annual Report 2012
72
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
2. SIGNIFICANT ACCOuNTING pOlICIES (Cont’d)
(c) property, plant and equipment (Cont’d)
(i) Recognition and measurement (Cont’d)
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When significant 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 profit 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 benefits embodied within the part will flow to the Group or the
Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised to profit or
loss. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant 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 profit 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 fittings 10 years
Computer, LCD and overhead projectors 2 1/2 years
Renovation and electrical installation 10 years
Office 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.

Masterskill Education Group Berhad / Annual Report 2012
73
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
2. SIGNIFICANT ACCOuNTING pOlICIES (Cont’d)
(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
classified as finance 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 finance leases are apportioned between the finance expense and the reduction
of the outstanding liability. The finance 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 confirmed.
Leasehold land which in substance is a finance lease is classified 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
classified as operating leases; the leased assets are not recognised in the statement of financial position.
Payments made under operating leases are recognised in profit 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 benefits from the
leased asset are consumed. Lease incentives received are recognised in profit or loss as an integral part of the total lease
expense, over the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in which
they are incurred.
Leasehold land which in substance is an operating lease is classified 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 insignificant 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 flows, cash and
cash equivalents are presented net of pledged deposits.

Masterskill Education Group Berhad / Annual Report 2012
74
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
2. SIGNIFICANT ACCOuNTING pOlICIES (Cont’d)
(g) Impairment
(i) Financial assets
All financial 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
flows of the asset. Losses expected as a result of future events, no matter how likely, are not recognised. For an equity
instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment. If
any such objective evidence exists, then the financial asset’s recoverable amount is estimated.
An impairment loss in respect of loans and receivables is recognised in profit or loss and is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s
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 financial assets is recognised in profit or loss and is measured as
the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s
current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale
financial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive
income is reclassified from equity and recognised to profit or loss.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is
measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset.
Impairment losses recognised in profit or loss for an investment in an equity instrument is not reversed through profit
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 profit or loss, the impairment loss is reversed, to the extent
that the asset’s 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 profit 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 asset’s 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
inflows from continuing use that are largely independent of the cash inflows 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 reflects
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
benefit 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 flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or
cash-generating unit.

Masterskill Education Group Berhad / Annual Report 2012
75
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
2. SIGNIFICANT ACCOuNTING pOlICIES (Cont’d)
(g) Impairment (Cont’d)
(ii) Other assets (Cont’d)
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 profit or loss. Impairment losses recognised in respect of cash-generating units are
allocated first 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 asset’s 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
profit or loss in the year in which the reversals are recognised.
(h) Equity instruments
Instruments classified as equity are measured at cost on initial recognition and are not remeasured subsequently.
(i) Issue expenses
Costs directly attributable to issue of instruments classified as equity are recognised as a deduction from equity.
(ii) Ordinary shares
Ordinary shares are classified as equity.
(i) Employee benefits
(i) Short-term employee benefits
Short-term employee benefit 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 profit-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 Group’s contributions to statutory pension funds are charged to profit or loss in the financial year to which they
relate. once the contributions have been paid, the Group has no further payment obligations.

Masterskill Education Group Berhad / Annual Report 2012
76
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
2. SIGNIFICANT ACCOuNTING pOlICIES (Cont’d)
(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 outflow of economic benefits will be required to settle the obligation. Provisions
are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
(k) Contingent liabilities
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably,
the obligation is not recognised in the statements of financial position and is disclosed as a contingent liability, unless the
probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the
occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability
of outflow of economic benefits 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 profit or loss. Registration fees, processing fees
and administration fees are recognised in profit 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 profit or loss except for interest income
arising from temporary investment of borrowings taken specifically 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 profit or loss on the date that the Group’s or the Company’s 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 profit 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.

Masterskill Education Group Berhad / Annual Report 2012
77
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
2. SIGNIFICANT ACCOuNTING pOlICIES (Cont’d)
(m) Borrowing costs (Cont’d)
Investment income earned on the temporary investment of specific 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 profit 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 financial 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 financial 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 profit 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 profits 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 benefit 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 profits 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 profit 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 profit 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 Group’s other components. An
operating segment’s operating results are reviewed regularly by the chief operating decision maker, which in this case is the
Chief Executive Officer of the Group, to make decisions about resources to be allocated to the segment and to assess its
performance, and for which discrete financial information is available.

Masterskill Education Group Berhad / Annual Report 2012
78
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
3. pROpERTy, plANT AND EquIpmENT
Computer,
Furniture lCD and
Freehold leasehold
motor and overhead
Work-in-
land land Buildings Books vehicles fittings projectors installation equipment Robes progress Total
Group Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
Cost
At 1 January 2011 56,186 24,722 98,323 4,686 17,378 15,135 14,614 76,352 23,955 683 19,088 351,122
Additions – – – 749 58 531 10,435 1,839 5,651 90 32,594 51,947
Transfer – – 37 – – 475 93 1,637 87 – (2,329) –
Reclassification – – 16,100 – – – – (16,100) – – – –
Written off – – – – – – (5) – – – – (5)
Disposals – – – – – – (466) – – – – (466)
Office
and
medical
Renovation
and
electrical
At 31 December 2011/
1 January 2012 56,186 24,722 114,460 5,435 17,436 16,141 24,671 63,728 29,693 773 49,353 402,598
Additions – 9,891 21,444 290 – 1,185 264 264 1,614 42 22,845 57,839
Transfer – – 41,064 – – 3,563 871 4,949 1,542 – (51,989) –
Reclassification – – – (122) – 84 122 (161) 77 – – –
Written off – – – – – – (133) (8,065) (352) – – (8,550)
Disposals – – – – (1,658) (171) – – – – – (1,829)
At 31 December 2012 56,186 34,613 176,968 5,603 15,778 20,802 25,795 60,715 32,574 815 20,209 450,058

3. pROpERTy, plANT AND EquIpmENT (Cont’d)
Computer, Renovation
Furniture lCD and and Office and
Freehold leasehold
motor and overhead electrical medical
Work-inland
land Buildings Books vehicles fittings projectors installation equipment Robes progress Total
Group Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
Accumulated
depreciation
At 1 January 2011 – 515 5,917 1,188 5,147 3,088 8,663 14,154 6,215 39 – 44,926
Depreciation for the
year – 277 3,413 509 2,193 1,559 5,636 6,290 2,727 141 – 22,745
Reclassification – – 578 – – – – (578) – – – –
Written off – – – – – – (1) – – – – (1)
Disposals – – – – – – (466) – – – – (466)
At 31 December
2011/1 January 2012 – 792 9,908 1,697 7,340 4,647 13,832 19,866 8,942 180 – 67,204
Depreciation for the
year – 396 4,038 533 2,069 1,685 6,995 6,253 3,086 157 – 25,212
Reclassification – – – – – 31 – (59) 28 – – –
Written off – – – – – – (121) (3,083) (99) – – (3,303)
Disposals – – – – (929) (86) – – – – – (1,015)
At 31 December 2012 – 1,188 13,946 2,230 8,480 6,277 20,706 22,977 11,957 337 – 88,098
Masterskill Education Group Berhad / Annual Report 2012
79
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
Carrying amounts
At 1 January 2011 56,186 24,207 92,406 3,498 12,231 12,047 5,951 62,198 17,740 644 19,088 306,196
At 31 December
2011/1 January 2012 56,186 23,930 104,552 3,738 10,096 11,494 10,839 43,862 20,751 593 49,353 335,394
At 31 December 2012 56,186 33,425 163,022 3,373 7,298 14,525 5,089 37,738 20,617 478 20,209 361,960

Masterskill Education Group Berhad / Annual Report 2012
80
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
3. pROpERTy, plANT AND EquIpmENT (Cont’d)
3.1 leased plant and machinery
Included in property, plant and equipment of the Group are motor vehicles acquired under finance 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
Rm’000 Rm’000 Rm’000
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
31.12.2012
Group
31.12.2011 1.1.2011
Rm’000 Rm’000 Rm’000
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
division’s market position in the education sector.

4. INTANGIBlE ASSETS (Cont’d)
Impairment testing for cash-generating units containing goodwill
Masterskill Education Group Berhad / Annual Report 2012
81
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
For the purpose of impairment testing, goodwill is allocated to the Group’s 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 flows were projected based on past experience, actual operating results and prospective financial information.
(ii) The values assigned to the key assumptions represent management’s 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
Note 31.12.2012
Company
31.12.2011 1.1.2011
Rm’000 Rm’000 Rm’000
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
Company’s net investment in the subsidiaries, they were stated at cost less accumulated impairment losses.

Masterskill Education Group Berhad / Annual Report 2012
82
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
5. INvESTmENTS IN SuBSIDIARIES (Cont’d)
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
Masterskill Campus Management
Sdn. Bhd.
Valencia Education Group Sdn.
Bhd. (f.k.a. Masterskill Worldwide
Management Sdn. Bhd.)
100 100 100
Malaysia Dormant 100 100 100
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 VEG’s net assets in the Group’s financial statements on date of the disposal was RM53,000.
The Group recognised non-controlling interests of RM131,000 in the statement of financial position and an increase in retained
earnings of RM19,000.

6. OTHER INvESTmENTS
Masterskill Education Group Berhad / Annual Report 2012
83
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
Group and Company
31.12.2012 31.12.2011 1.1.2011
Rm’000 Rm’000 Rm’000
Non-current
Available-for-sale financial 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
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
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.
–
–

Masterskill Education Group Berhad / Annual Report 2012
84
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
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
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
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
31.12.2012
Group and Company
31.12.2011 1.1.2011
Number
Number
Number
Amount of shares Amount of shares Amount of shares
Rm’000 ’000 Rm’000 ’000 Rm’000 ’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 Company’s 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 financial 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.

Masterskill Education Group Berhad / Annual Report 2012
85
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
10. BORROWINGS
31.12.2012
Group
31.12.2011 1.1.2011
Rm’000 Rm’000 Rm’000
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
Security and rates
20,719 10,864 9,869
68,265 54,176 45,488
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 defined as the sum of the subsidiary’s shareholders fund, subordinated shareholder’s 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.

Masterskill Education Group Berhad / Annual Report 2012
86
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
10. BORROWINGS (Cont’d)
Terms and debt repayment schedule
less than
more than
Total 1 year 2 - 5 years 5 years
Group
31 December 2012
Rm’000 Rm’000 Rm’000 Rm’000
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
Term loan (Islamic) (secured) 43,319 5,656 19,376 18,287
Revolving credit (Islamic) (secured) 3,302 2,150 1,152 –
46,621 7,806 20,528 18,287
1 January 2011
Term loan (Islamic) (secured) 29,615 5,041 17,243 7,331
Revolving credit (Islamic) (secured) 5,440 2,166 3,274 –
Finance lease liabilities
35,055 7,207 20,517 7,331
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 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
Less than one
year 2,640 177 2,463 3,448 390 3,058 3,228 566 2,662
Between one
and five 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

Masterskill Education Group Berhad / Annual Report 2012
87
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
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
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
Property, plant
and equipment
Unutilised
investment tax
– – – (10,282) (11,160) (12,057) (10,282) (11,160) (12,057)
allowance
Unabsorbed
capital
1,577 3,494 2,253 – – – 1,577 3,494 2,253
allowance
Unutilised tax
8,475 – – – – – 8,475 – –
losses
Net tax assets/
230 – – – – – 230 – –
(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
Rm’000 Rm’000 Rm’000
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 sufficient taxable profit will
be available against which the subsidiary can utilise the benefits there from.
movement in temporary differences during the year
Recognised At Recognised
At in profit 31.12.2011/ in profit At
1.1.2011 or loss 1.1.2012 or loss 31.12.2012
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
(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 –

Masterskill Education Group Berhad / Annual Report 2012
88
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
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
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
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
Rm’000 Rm’000 Rm’000 Rm’000
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

14. RESulTS FROm OpERATING ACTIvITIES
Masterskill Education Group Berhad / Annual Report 2012
89
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
Group Company
2012 2011 2012 2011
Rm’000 Rm’000 Rm’000 Rm’000
Results from operating activities is arrived at after charging:
Auditors’ remuneration
- Audit fees
- KPMG
- Non-audit fees
230 210 60 45
- KPMG and local affiliates of KPMG
Impairment loss:
74 136 74 124
- Trade receivables 6,166 6,173 – –
Depreciation of property, plant and equipment 25,212 22,745 – –
Rental of office 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
Personnel expenses (including key management personnel):
656 –
– –
- 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
Rm’000 Rm’000 Rm’000 Rm’000
Directors
- Fees
- Current year 392 450 203 288
- Under provision in prior years – 308 – 288
- Remuneration 4,885 7,379 489 504
- Allowance
Other short term employee benefits (including estimated
576 773 90 122
monetary value of benefits-in-kind) 32 84 –
–
5,885 8,994 782 1,202

Masterskill Education Group Berhad / Annual Report 2012
90
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
16. INTEREST ExpENSE
Group Company
2012 2011 2012 2011
Rm’000 Rm’000 Rm’000 Rm’000
Interest expense of financial liabilities that are not at fair value
through profit or loss:
- loans 2,684 2,628 –
- revolving credit 424 221 –
- finance lease liabilities 381 605 –
3,489 3,454 –
Recognised in profit or loss
Capitalised on qualifying assets:
3,489 3,254 –
- property, plant and equipment – 200 –
3,489 3,454 –
17. TAx ExpENSE
Recognised in profit or loss
Group Company
2012 2011 2012 2011
Rm’000 Rm’000 Rm’000 Rm’000
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
–
–
–
–
–
–
–

17. TAx ExpENSE (Cont’d)
Reconciliation of tax expense
Masterskill Education Group Berhad / Annual Report 2012
91
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
Group Company
2012 2011 2012 2011
Rm’000 Rm’000 Rm’000 Rm’000
(Loss)/Profit before tax (35,447) 42,954 65,865 50,614
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)/
benefit Net of tax
Group and Company
2012
Rm’000 Rm’000 Rm’000
Fair value of available-for-sale financial assets
- Losses arising during the year (108) – (108)
2011
Fair value of available-for-sale financial 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)/profit 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.

Masterskill Education Group Berhad / Annual Report 2012
92
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
20. DIvIDENDS
Dividends recognised by the Company:
Sen per share Total
Rm’000
Date of payment
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 Group’s 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 Group’s Chief Executive Officer (the chief operating decision maker) reviews internal
management reports on a regular basis. The following summary describes the operations in each of the Group’s 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 profit or loss which is similar to the accounting profit or loss as
included in the internal management reports reviewed by the Group’s Chief Executive Officer.
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 Group’s 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.

21. OpERATING SEGmENTS(Cont’d)
Masterskill Education Group Berhad / Annual Report 2012
93
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
university
colleges Colleges Total
Group Rm’000 Rm’000 Rm’000
2012
Segment (loss)/profit before tax (40,731) 5,715 (35,016)
Included in the measure of segment (loss)/profit 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 financial instruments
and deferred tax assets 25,883 533 26,416
Segment liabilities (226,762) (250) (227,012)
2011
Segment (loss)/profit before tax (10,848) 53,064 42,216
Included in the measure of segment (loss)/profit are:
Revenue from external customers 93,681 156,459 250,140
Interest income 1,717 – 1,717
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 financial instruments
and deferred tax assets 3,149 26,058 29,207
Segment liabilities (124,699) (317) (125,016)

Masterskill Education Group Berhad / Annual Report 2012
94
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
21. OpERATING SEGmENTS (Cont’d)
Reconciliations of reportable segment profit or loss, revenue, assets, liabilities and other material items
Profit or Loss
Group
2012 2011
Rm’000 Rm’000
Total (loss)/profit for reportable segments (35,016) 42,216
other non-reportable segments (1,771) (2,096)
Interest income 1,339 2,834
Consolidated (loss)/profit 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)

21. OpERATING SEGmENTS (Cont’d)
Geographical segments
Masterskill Education Group Berhad / Annual Report 2012
95
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
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.
Kota Kota Alor
pasir
Cheras Ipoh Kinabalu Bharu Setar Kuching Gudang Total
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
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

Masterskill Education Group Berhad / Annual Report 2012
96
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
22. FINANCIAl INSTRumENTS
22.1 Categories of financial instruments
The table below provides an analysis of financial instruments categorised as follows:
(a) Loans and receivables (“L&R”);
(b) Available-for-sale financial assets (“AFS”); and
(c) Financial liabilities measured at amortised cost (“FL”).
Carrying l&R/
amount (Fl) AFS
31 December 2012
Financial assets
Group
Rm’000 Rm’000 Rm’000
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
other investments 10,102 – 10,102
Amount due from subsidiaries 88,146 88,146 –
Cash and cash equivalents 3,137 3,137 –
101,385 91,283 10,102
31 December 2012
Financial liabilities
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) –

22. FINANCIAl INSTRumENTS (Cont’d)
22.1 Categories of financial instruments (Cont’d)
Masterskill Education Group Berhad / Annual Report 2012
97
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
Carrying l&R/
amount (Fl) AFS
31 December 2011
Financial assets
Group
Rm’000 Rm’000 Rm’000
other investments 10,210 – 10,210
Trade and other receivables 121,405 121,405 –
Cash and cash equivalents 110,586 110,586 –
242,201 231,991 10,210
Company
other investments 10,210 – 10,210
Amount due from subsidiaries 14,907 14,907 –
Trade and other receivables 54 54 –
Cash and cash equivalents 88,907 88,907 –
114,078 103,868 10,210
31 December 2011
Financial liabilities
Group
Loans and borrowings (54,176) (54,176) –
Trade and other payables (63,659) (63,659) –
(117,835) (117,835) –
Company
Trade and other payables (5,124) (5,124) –

Masterskill Education Group Berhad / Annual Report 2012
98
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
22. FINANCIAl INSTRumENTS (Cont’d)
22.1 Categories of financial instruments (Cont’d)
Carrying l&R/
amount (Fl) AFS
1 January 2011 Rm’000 Rm’000 Rm’000
Financial assets
Group
Trade and other receivables 141,244 141,244 –
Cash and cash equivalents 144,897 144,897 –
286,141 286,141 –
Company
Trade and other receivables 42 42 –
Cash and cash equivalents 102,639 102,639 –
102,681 102,681 –
1 January 2011
Financial liabilities
Group
Loans and borrowings (45,488) (45,488) –
Trade and other payables (75,420) (75,420) –
(120,908) (120,908) –
Company
Trade and other payables (1,468) (1,468) –
22.2 Net gains and losses arising from financial instruments
Group Company
2012 2011 2012 2011
Rm’000 Rm’000 Rm’000 Rm’000
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) – –
22.3 Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
(7,809) (4,876) 1,306 2,800

22. FINANCIAl INSTRumENTS (Cont’d)
22.4 Credit risk
Masterskill Education Group Berhad / Annual Report 2012
99
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
Credit risk is the risk of a financial loss to the Group if an educational sponsor, student or counterparty to a financial
instrument fails to meet its contractual obligations. The Group’s 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 financial 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
31 December 2012
Rm’000 Rm’000 Rm’000 Rm’000
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 –
–
31 - 60 days 26,051 –
–
61 - 90 days 23,025 –
–
91 - 120 days 2,062 –
–
More than 120 days 53,216 (11,689) –
138,184 (11,689) –
33,830
26,051
23,025
2,062
41,527
126,495

Masterskill Education Group Berhad / Annual Report 2012
100
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
22. FINANCIAl INSTRumENTS (Cont’d)
22.4 Credit risk (Cont’d)
Impairment losses (Cont’d)
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 financial year were as follows:
Group
2012 2011
Rm’000 Rm’000
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 satisfied
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 financial 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 specifically monitor the ageing of the advances to the subsidiaries.

22. FINANCIAl INSTRumENTS (Cont’d)
22.5 liquidity risk
Masterskill Education Group Berhad / Annual Report 2012
101
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
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 sufficient liquidity to meet its liabilities when they fall due.
Maturity analysis
The table below summarises the maturity profile of the Group’s financial 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 flows 1 year 2 - 5 years 5 years
Group
31 December 2012
Non-derivative financial liabilities
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
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
Carrying Contractual Contractual under Within more than
amount interest rate cash flows 1 year 2 - 5 years 5 years
Group Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
31 December 2011
Non-derivative financial liabilities
Term loan (Islamic) 43,319 4.7% - 5.4% 52,342 7,613 24,639 20,090
Revolving credit (Islamic) 3,302 5.0% - 5.5% 3,437 2,267 1,170 –
Finance lease liabilities 7,555 2.2% - 4.5% 8,191 3,448 4,743 –
Trade and other payables 63,659 – 63,659 63,659 – –
117,835 127,629 76,987 30,552 20,090
1 January 2011
Non-derivative financial liabilities
Term loan (Islamic) 29,615 4.8% - 4.9% 36,071 5,337 17,433 13,301
Revolving credit (Islamic) 5,440 4.9% 5,746 2,340 3,406 –
Finance lease liabilities 10,433 2.2% - 4.5% 11,674 3,228 8,446 –
Trade and other payables 75,420 – 75,420 75,420 –
–
120,908 128,911 86,325 29,285 13,301

Masterskill Education Group Berhad / Annual Report 2012
102
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
22. FINANCIAl INSTRumENTS (Cont’d)
22.5 liquidity risk (Cont’d)
Maturity analysis (Cont’d)
Carrying Contractual Contractual under Within more than
amount interest rate cash flows 1 year 2 - 5 years 5 years
Company Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
31 December 2012
Non-derivative financial liabilities
Trade and other payables 345 – 345 345 – –
31 December 2011
Non-derivative financial liabilities
Trade and other payables 5,124 – 5,124 5,124 – –
1 January 2011
Non-derivative financial liabilities
Trade and other payables 1,468 – 1,468 1,468 – –
The balances in the above table will not agree directly with the balances in the statements of financial position as the table
incorporates, on an undiscounted basis, all cash flows 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 Group’s financial
position or cash flows.
22.7 Interest rate risk
The Group’s exposure to changes in interest rate relates primarily to interest-earning financial assets and interest-bearing
financial 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 profile of the Group’s significant interest-earning and interest-bearing financial 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
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
Fixed rate instruments
Financial assets
Deposits placed with licensed bank 18,745 107,992 135,055 800 88,753 106,676
Financial liabilities
Finance lease liabilities (4,044) (7,555) (10,433) –
14,701 100,437 124,622 800 88,753 106,676
–
–

22. FINANCIAl INSTRumENTS (CONT’D)
22.7 Interest rate risk (Cont’d)
Exposure to interest rate risk (Cont’d)
Masterskill Education Group Berhad / Annual Report 2012
103
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
Group Company
31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000
Floating rate instruments
Financial liabilities
Term loan (Islamic) (53,008) (43,319) (29,615) –
–
–
Revolving credit (Islamic) (11,213) (3,302) (5,440) –
–
–
Cash flow sensitivity analysis for variable rate instruments
(64,221) (46,621) (35,055) –
– –
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 profit or loss by the amounts shown below. This analysis assumes that all other variables remained
constant.
Equity Profit or loss
100 bp 100 bp 100 bp 100 bp
increase decrease increase decrease
Rm’000 Rm’000 Rm’000 Rm’000
2012
Floating rate instruments (482) 482 (482) 482
2011
Floating rate instruments (350) 350 (350) 350
22.8 Fair value of financial 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 financial instruments.
It was not practicable to estimate the fair value of the Company’s 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 financial 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 profiles.

Masterskill Education Group Berhad / Annual Report 2012
104
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
22. FINANCIAl INSTRumENTS (Cont’d)
22.9 Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been
defined 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 Rm’000 Rm’000 Rm’000 Rm’000
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 Group’s objectives when managing capital is to maintain a strong capital base and safeguard the Group’s ability to continue as
a going concern, so as to maintain investor, creditor and market confidence 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 Group’s 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
Rm’000 Rm’000 Rm’000
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 Group’s approach to capital management during the financial year.

24. OpERATING lEASES
Leases as lessee
operating lease rentals are repayable as follows:
Masterskill Education Group Berhad / Annual Report 2012
105
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
Group
31.12.2012 31.12.2011 1.1.2011
Rm’000 Rm’000 Rm’000
Less than one year 667 1,144 2,148
Between one and five 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 reflect market rentals.
None of the lease includes contingent rentals.
25. COmmITmENTS
31.12.2012
Group
31.12.2011 1.1.2011
Rm’000 Rm’000 Rm’000
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 sacrifice of economic benefits 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 Masterskill’s current Cheras university college campus
and KDSB and SKSB were the original developer and proprietor of the Six Properties.
Upon the advice of Masterskill’s 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 Masterskill’s 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
KDSB’s and SKSB’s 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.

Masterskill Education Group Berhad / Annual Report 2012
106
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
26. CONTINGENCIES (Cont’d)
In January 2007, Masterskill filed 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 Masterskill’s 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 Masterskill’s 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 Masterskill’s 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 Masterskill’s
proceedings against KDSB and SKSB, consent judgement was recorded on 14 July 2009 wherein KDSB and SKSB confirmed that
Masterskill was the beneficial and legal owner of the Six Properties.
In August 2009, K. Pasupathy filed 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 filed the original application, K. Pasupathy filed a counterclaim
against Masterskill seeking vacant possession of the Six Properties. On 25 June 2008, Masterskill filed 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 Masterskill’s reply to K. Pasupathy’s defence. Masterskill have since appealed against
both of these decisions.
The High Court has on 13 September 2010 dismissed Masterskill’s application to set aside K. Pasupathy’s 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 Masterskill’s defence. The Court of Appeal’s decision is still in effect.
The Court of Appeal fixed this matter for hearing of the intervener’s appeal on 21 June 2013 and further Case Management on
27 June 2013. The matter is further fixed 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 financial 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 significant influence over the party in making
financial 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 defined 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 significant investors, subsidiaries and key management personnel.

27. RElATED pARTIES (Cont’d)
Significant related party transactions
Masterskill Education Group Berhad / Annual Report 2012
107
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
The significant 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
Rm’000 Rm’000 Rm’000 Rm’000
Director
Rental expense for premises 336 336 – –

Masterskill Education Group Berhad / Annual Report 2012
108
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
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
profits, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements, are as follows:
Group Company
2012 2011 2012 2011
Rm’000 Rm’000 Rm’000 Rm’000
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 profits is based on the Guidance of Special Matter No. 1, Determination of Realised
and Unrealised Profits 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.

Masterskill Education Group Berhad / Annual Report 2012
109
STATEMENT BY DIRECTORS PURSUANT TO
SECTION 169(15) OF THE COMPANIES ACT, 1965
In the opinion of the Directors, the financial 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 financial position of the Group and of the Company as at 31 December 2012 and of their financial
performance and cash flows for the year then ended.
In the opinion of the Directors, the information set out in Note 28 on page 107 to the financial statements have been compiled in
accordance with the Guidance of Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
…………………………………………………………
yTm Tunku Dato’ Seri Kamel Bin Tunku Rijaludin
…………………………………………………………
Siva Kumar a/l m Jeyapalan
Kuala Lumpur,
Date: 26 April 2013
STATUTORY DECLARATION PURSUANT TO
SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Chik Chan Chee, the Officer primarily responsible for the financial management of Masterskill Education Group Berhad, do solemnly
and sincerely declare that the financial 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:

Masterskill Education Group Berhad / Annual Report 2012
110
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS
OF MASTERSKILL EDUCATION GROUP BERHAD
REpORT ON THE FINANCIAl STATEmENTS
We have audited the financial statements of Masterskill Education Group Berhad, which comprise the statements of financial position
as at 31 December 2012 of the Group and of the Company, and the statements of profit or loss and other comprehensive income,
changes in equity and cash flows of the Group and of the Company for the year then ended, and a summary of significant 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 financial 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 financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation
of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31
December 2012 and of their financial performance and cash flows 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 satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in
form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we
have received satisfactory information and explanations required by us for those purposes.
c) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under
Section 174(3) of the Act.

OTHER REpORTING RESpONSIBIlITIES
Masterskill Education Group Berhad / Annual Report 2012
111
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS
OF MASTERSKILL EDUCATION GROUP BERHAD (CONT’D)
Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The information set out in
Note 28 on page 108 to the financial 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 Profits 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

Masterskill Education Group Berhad / Annual Report 2012
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 financial year ended 31 December 2012. (Resolution 1)
2. To approve Directors’ Fees of RM203,000.00 for the financial year ended 31 December 2012. (Resolution 2)
3. To re-elect the following Directors who retire pursuant to Article 129 of the Company’s 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 Company’s 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 fix their
remuneration. (Resolution 7)
AS SpECIAl BuSINESS
To consider and if thought fit, to pass, with or without modifications, 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 fit 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)

Masterskill Education Group Berhad / Annual Report 2012
113
NOTICE OF ANNUAL GENERAL MEETING (CONT”D)
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 fit 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 profits 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 first 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 fit, necessary, expedient and/or appropriate in the best interest of the Company in order to implement,
finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions,
modifications, 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
Selangor Darul Ehsan
20 May 2013

Masterskill Education Group Berhad / Annual Report 2012
114
NOTICE OF ANNUAL GENERAL MEETING (CONT”D)
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 qualification 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 officer or attorney duly authorised.
d. Where a member appoints two proxies, the appointment shall be invalid unless he specifies 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
beneficial 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 Office 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 first 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 flexibility 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 Company’s Annual Report 2012.

FORm OF pROxy
mASTERSKIll EDuCATION GROup BERHAD
(Company No.: 746920-M)
Incorporated in Malaysia
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.: ______________________________
(FULL NAME IN BLOCK LETTERS) (COMPULSORY)
of _____________________________________________________________________________________________________
(ADDRESS)
and/or _____________________________________________________ NRIC / Passport No.: __________________________
(FULL NAME IN BLOCK LETTERS) (COMPULSORY)
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 Ordinary Business
No. 1 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 fit)
No. of shares held:
CDS Account No.:
The proportion of my/our holding to be First Proxy : __________%
represented by my/our proxies are as follows: Second Proxy : __________%
Date: _______________________________
Signature of Shareholder/Common Seal
*To delete, whichever not applicable
Masterskill Education Group Berhad
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 qualification 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 officer or attorney duly authorised.
d. Where a member appoints two proxies, the appointment shall be invalid unless he specifies 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 beneficial 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 Office 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 flap for sealing
2nd fold here
1st fold here
The Company Secretary
mASTERSKIll EDuCATION GROup BERHAD
B-13-15, Level 13
Menara Prima Tower B
Jalan PJU 1/39, Dataran Prima
47301 Petaling Jaya
Selangor Darul Ehsan
AFFIX
STAMP

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