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APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE

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					  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010




                        DFZ CAPITAL BERHAD
                        (104556 X)
                        (Incorporated in Malaysia)


                        Directors' Report and Audited Financial Statements
                        For The Period Ended 28 February 2009




                              B2-89
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Contents                                         Page

 Directors' report                                1-6

 Statement by directors                            7

 Statutory declaration                             7

 Independent auditors’ report                     8-9

 Income statements                                 10

 Balance sheets                                  11 - 12

 Statements of changes in equity                 13 - 14

 Cash flow statements                            15 - 17

 Notes to the financial statements               18 - 86




                                     B2-90
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Directors' report

 The directors have pleasure in presenting their report together with the audited financial
 statements of the Company for the period ended 28 February 2009.


 Principal activities

 The principal activity of the Company is investment holding.

 The principal activities of the subsidiaries are described in Note 18 to the financial statements.

 There have been no significant changes in the nature of these principal activities during the
 period, other than as disclosed in Note 18 to the financial statements.


 Change of year end

 The year end of the Company was changed from 31 December to 28 February so as to be
 coterminous with the year end of its ultimate holding company. Accordingly, comparative
 amounts for the income statement, statement of changes in equity, cash flow statement and the
 related notes are not entirely comparable.


 Results

                                                                         Group            Company
                                                                        RM'000              RM'000

 Profit for the period                                                   37,671               14,294

 Attributable to:
 Equity holders of the Company                                           37,498               14,294
 Minority interests                                                         173                    -
                                                                         37,671               14,294

 There were no material transfers to or from reserves or provisions during the period other than
 as disclosed in the financial statements.

 In the opinion of the directors, the results of the operations of the Group and of the Company
 during the period were not substantially affected by any item, transaction or event of a material
 and unusual nature other than as disclosed in the financial statements.




                                                    1

                                                 B2-91
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Dividends

 The amounts of dividends paid by the Company since 31 December 2007 were as follows:

                                                                                         RM'000
 In respect of the financial year ended 31 December 2007:

 Interim dividend of 4% less 26% taxation on 149,891,254 ordinary shares,
   paid on 11 January 2008                                                                  4,440

 Final dividend of 4% less 26% taxation on 150,355,507 ordinary shares,
   paid on 23 July 2008                                                                     4,450
                                                                                            8,890

 In respect of the period ended 28 February 2009:

 Interim dividend of 5% less 26% taxation on 150,369,142 ordinary shares,
   paid on 8 September 2008                                                                 5,564

 Dividend of 1.26 sen on 20,000 ICPS-B1 and 36,459,703 ICPS-B2, paid
  on 19 December 2008 and 12 February 2009                                                   460

 Interim dividend of 7% less 25% taxation on 160,175,374 ordinary shares,
   paid on 23 February 2009                                                                8,409
                                                                                          14,433

 The directors do not recommend the payment of any final dividend in respect of the period
 ended 28 February 2009.


 Directors

 The names of the directors of the Company in office since the date of the last report and at the
 date of this report are:

 Dato' Sri Khalid bin Mohamad Jiwa
 Dato' Mohamed Suhaimi bin Sulaiman ^ * #
 Mohd Kamarudin bin Haron ^
 Dato' Chen Siak Chan                                            (appointed on 27 June 2008) *
 Jeneral(B) Dato' Sri Abdullah bin Ahmad @ Dollah bin Ahmad      (appointed on 27 June 2008) ^ * #
 Mohd Sharif bin Hj. Yusoff                                      (appointed on 27 June 2008) #
 Dato' Ong Kar Beau                                              (resigned on 27 June 2008)
 Wong Peng Yew                                                   (resigned on 25 June 2008)
 Dato' Paduka Syed Mansor bin Syed Kassim Barakbah               (resigned on 25 June 2008)

 ^ Members of Nomination Committee
 * Members of Remuneration Committee
 #
   Members of Audit Committee




                                                    2

                                                B2-92
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Directors' benefits

 Neither at the end of the period, nor at any time during that period, did there subsist any
 arrangement to which the Company was a party, whereby the directors might acquire benefits
 by means of the acquisition of shares in or debentures of the Company or any other body
 corporate.

 Since the end of the previous financial year, no director has received or become entitled to
 receive a benefit (other than benefits included in the aggregate amount of emoluments received
 or due and receivable by the directors or the fixed salary of a full-time employee of the
 Company and its related corporations as shown in Note 6 to the financial statements) by reason
 of a contract made by the Company or a related corporation with any director or with a firm of
 which he is a member, or with a company in which he has a substantial financial interest, except
 for those benefits which may be deemed to have arisen by virtue of those contracts,
 agreements and transactions (either as a supplier, agent, customer or contractor) in respect of
 trading and other services entered into in the ordinary course of business between the
 Company and its subsidiaries and companies in which the directors are deemed to have an
 interest, except as disclosed in Note 32 to the financial statements.


 Directors' interests

 According to the register of directors' shareholdings, the interests of directors in office at the end
 of the period in shares and warrants in the ultimate holding company during the period were as
 follows:

                                                  Number of ordinary shares of RM1 each
                                                 1 January
                                               2008/Date of                      28 February
 Atlan Holdings Bhd.                           appointment Acquired         Sold        2009

 Dato' Mohamed Suhaimi bin Sulaiman                 618,500             -              -       618,500
 Dato' Chen Siak Chan                            11,000,000     9,200,000              -    20,200,000

                                                        Number of warrants of RM1 each
                                                  1 January            Exercised/ 28 February
 Atlan Holdings Bhd.                                   2008 Acquired Disposed           2009

 Dato' Mohamed Suhaimi bin Sulaiman                  153,750             -             -       153,750

 None of the other directors in office at the end of the period had any interest in shares in the
 Company or its related corporations during the period.




                                                     3

                                                  B2-93
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Issue of shares

 During the period, the Company completed the conversion of 6,223,756 ICPS-A to 565,796
 ordinary shares on a piece meal basis by way of surrendering equivalent par value of the ICPS-
 A to satisfy the conversion price of RM1.10 of the ordinary shares; and conversion of 22,800
 ICPS-B1 to 22,800 ordinary shares; and 24,400 ICPS-B2 to 24,400 ordinary shares; and
 10,691,307 ICPS-C to 10,691,307 ordinary shares on piece meal basis by way of tendering (1)
 unit of ICPS-B1 and ICPs-B2 and ICPS-C respectively for conversion into (1) unit of new
 ordinary shares of which RM0.10 is paid up. The remaining RM0.90 was paid up from the share
 premium reserve of the Company to satisfy the conversion price of RM1.00 per ordinary share.


 Treasury shares

 During the period, the Company repurchased 500 and 500 of its issued ordinary shares from the
 open market at an average price of RM4.72 and RM4.00 per share respectively. The total
 consideration paid for the repurchase including transaction costs was RM4,446. The shares
 repurchased are being held as treasury shares in accordance with Section 67A of the
 Companies Act, 1965.

 As at 28 February 2009, the Company held as treasury shares a total of 13,800 of its
 161,199,458 issued ordinary shares. Such treasury shares are held at a carrying amount of
 RM25,260 and further relevant details are disclosed in Note 22 to the financial statements.


 Employee Share Options Scheme ("ESOS")

 The Company's Employee Share Options Scheme ("ESOS") is governed by the by-laws
 approved by the shareholders at an Extraordinary General Meeting held on 8 April 2003 and 21
 September 2004.

 The salient features and other terms of the ESOS are disclosed in Note 22(b) to the financial
 statements.

 There are no ESOS granted during the period.


 Other statutory information

 (a)   Before the income statements and balance sheets of the Group and of the Company were
       made out, the directors took reasonable steps:

       (i)    to ascertain that proper action had been taken in relation to the writing off of bad
              debts and the making of provision for doubtful debts and satisfied themselves that all
              known bad debts had been written off and that adequate provision had been made
              for doubtful debts in the financial statements of the Group. The directors were also
              satisfied themselves that there were no known bad debts and that no provision for
              doubtful debts was necessary in the financial statements of the Company; and

       (ii)   to ensure that any current assets which were unlikely to realise their value as shown
              in the accounting records in the ordinary course of business had been written down
              to an amount which they might be expected so to realise.

                                                     4

                                                 B2-94
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Other statutory information (contd.)

 (b)   At the date of this report, the directors are not aware of any circumstances which would
       render:

       (i)     the amount written off for bad debts or the amount of the provision for doubtful
               debts in the financial statements of the Group inadequate to any substantial extent
               nor are they aware of any circumstances which would render it necessary to write
               off any bad debts or the amount of the provision for doubtful debts inadequate to
               any substantial extent in respect of the financial statements of the Company; and

       (ii)    the values attributed to the current assets in the financial statements of the Group
               and of the Company misleading.

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

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

 (e)   As at the date of this report, there does not exist:

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

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

 (f)   In the opinion of the directors:

       (i)    no contingent or other liability has become enforceable or is likely to become
              enforceable within the period of twelve months after the end of the period which will
              or may affect the ability of the Group or of the Company to meet their obligations
              when they fall due; and

       (ii)   no item, transaction or event of a material and unusual nature has arisen in the
              interval between the end of the period and the date of this report which is likely to
              affect substantially the results of the operations of the Group or of the Company for
              the period in which this report is made.


 Subsequent events

 Details of subsequent events are disclosed in Note 35 to the financial statements.




                                                      5

                                                  B2-95
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Auditors

 The auditors, Ernst & Young, have expressed their willingness to continue in office.


 Signed on behalf of the Board in accordance with a resolution of the directors dated 5 May
 2009.




 Dato' Chen Siak Chan                                  Dato' Sri Khalid bin Mohamad Jiwa




                                                   6

                                               B2-96
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Statement by directors
 Pursuant to Section 169(15) of the Companies Act, 1965

 We, Dato' Chen Siak Chan and Dato' Sri Khalid bin Mohamad Jiwa, being two of the directors of
 DFZ Capital Berhad, do hereby state that, in the opinion of the directors, the accompanying
 financial statements set out on pages 10 to 86 are drawn up in accordance with the provisions
 of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to
 give a true and fair view of the financial position of the Group and of the Company as at 28
 February 2009 and of the results and the cash flows of the Company for the fourteen-month
 period ended 28 February 2009.


 Signed on behalf of the Board in accordance with a resolution of the directors dated 5 May
 2009.




 Dato' Chen Siak Chan                                      Dato' Sri Khalid bin Mohamad Jiwa



 Statutory declaration
 Pursuant to Section 169(16) of the Companies Act, 1965

 I, Dato' Chen Siak Chan, being the director primarily responsible for the financial management
 of DFZ Capital Berhad, do solemnly and sincerely declare that the accompanying financial
 statements set out on pages 10 to 86 are in my opinion 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 Dato' Chen Siak Chan
 at Kuala Lumpur in the Federal Territory
 on 5 May 2009:                                            Dato' Chen Siak Chan


 Before me,

 AHMAD B. LAYA
 No: W259
 Commissioner for Oaths




                                                   7

                                                B2-97
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 Independent auditors’ report to the members of
 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Report on the financial statements


 We have audited the financial statements of DFZ Capital Berhad., which comprise the balance
 sheets as at 28 February 2009 of the Group and of the Company, and the income statements,
 statements of changes in equity and cash flow statements for the fourteen-month period then
 ended, and a summary of significant accounting policies and other explanatory notes, as set
 out on pages 10 to 86.

 Directors’ responsibility for the financial statements

 The directors of the Company are responsible for the preparation and fair presentation of
 these financial statements in accordance with Financial Reporting Standards and the
 Companies Act 1965 in Malaysia. This responsibility includes: designing, implementing and
 maintaining internal control relevant to the preparation and fair presentation of financial
 statements that are free from material misstatement, whether due to fraud or error; selecting
 and applying appropriate accounting policies; and making accounting estimates that are
 reasonable in the circumstances.

 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 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 entity’s preparation and fair presentation of the financial statements 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 the 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.




                                                   8

                                                B2-98
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 Independent auditors’ report to the members of
 DFZ Capital Berhad (contd.)


 Opinion

 In our opinion, the financial statements have been properly drawn up in accordance with
 Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true
 and fair view of the financial position of the Group and of the Company as at 28 February
 2009 and of their financial performance and cash flows for the fourteen-month period then
 ended.

 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 for which we have acted as auditors
       have been properly kept in accordance with the provisions of the Act.

 (b)   We have considered the financial statements and the auditors' reports of all the
       subsidiaries of which we have not acted as auditors, which are indicated in Note 18 to
       the financial statements, being financial statements that have been included in the
       consolidated financial statements.

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

 (d)   The auditors’ reports on the accounts of the subsidiaries were not subject to any
       qualification and did not include any comment required to be made under Section
       174(3) of the Act.

 Other matters

 This report is made solely to the member 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.




 Ernst & Young                                                    George Koshy
 AF: 0039                                                         1846/07/09(J)
 Chartered Accountants                                            Chartered Accountant


 Penang, Malaysia
 5 May 2009




                                                9

                                            B2-99
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Income statements
 For the period ended 28 February 2009

                                                   Group                            Company
                                            1.1.2008      1.1.2007            1.1.2008     1.1.2007
                                                  to            to                  to           to
                                   Note    28.2.2009    31.12.2007           28.2.2009   31.12.2007
                                             RM'000        RM'000              RM'000       RM'000

 Revenue                            3       552,920          304,972           21,900        25,580
 Other income                       4        12,420           11,612                6           107
 Changes in inventories and
   development properties                     40,904            2,653               -             -
 Depreciation                                 (5,772)          (4,281)              -             -
 Inventories purchased and
   materials consumed                       (411,931)       (183,369)               -             -
 Maintenance expenses                         (4,816)         (4,249)               -             -
 Professional fees                            (1,762)         (2,666)          (1,565)       (1,505)
 Promotional expenses                         (4,787)         (1,897)               -             -
 Provision for doubtful debts                 (4,013)           (990)               -             -
 Rental of premises                          (29,059)        (25,383)               -            (4)
 Royalty expenses                             (1,098)           (944)               -             -
 Commission                                   (2,429)         (1,890)               -             -
 Employee benefits expense          5        (43,966)        (34,560)               -             -
 Waiver of debts                    7            435           4,837                -             -
 Write-down of inventories                      (290)         (2,021)               -             -
 Utilities                                   (11,999)         (9,226)              (6)            -
 Other operating expenses           8        (27,275)        (22,555)            (410)         (628)
 Operating profit                             57,482          30,043           19,925        23,550
 Finance costs                      9         (5,413)         (3,018)            (187)         (348)
 Profit before tax                            52,069          27,025           19,738        23,202
 Income tax expense                 10       (14,398)         (8,459)          (5,444)       (6,811)
 Profit for the period/year                   37,671          18,566           14,294        16,391

 Attributable to:
 Equity holders of the Company                37,498          18,310           14,294        16,391
 Minority interests                              173             256                -             -
                                              37,671          18,566           14,294        16,391

 Earnings per share
  attributable to equity
  holders of the Company
  (sen):
 Basic, for profit for the
  period/year                       11          17.8              8.7
 Diluted, for profit for the
  period/year                       11          17.8              8.7




 The accompanying notes form an integral part of the financial statements.

                                                 10

                                              B2-100
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Balance sheets as at 28 February 2009


                                                 Group                    Company
                                  Note   28.2.2009  31.12.2007    28.2.2009  31.12.2007
                                          RM'000       RM'000       RM'000      RM'000

 Assets

 Non-current assets
  Property, plant and equipment    13      71,368       66,357           -            -
  Land held for property
    development                   14       12,772       12,972           -            -
  Biological assets               15        1,779        1,400           -            -
  Prepaid land lease payments     16       13,394        5,977           -            -
  Goodwill                        17       21,168            -           -            -
  Investments in subsidiaries     18            -            -      60,235       20,000
  Other receivables               19          714          870           -            -
  Deferred tax assets             26        1,367          474           -            -
                                          122,562       88,050      60,235       20,000

 Current assets
  Inventories                      20      79,016      38,112            -            -
  Tax recoverable                           1,299         378           91           57
  Trade and other receivables     19       18,360      39,419       64,538       81,084
  Cash and bank balances          21       55,513      52,190          395          104
                                          154,188     130,099       65,024       81,245
 Total assets                             276,750     218,149      125,259      101,245


 Equity and liabilities

 Equity attributable to equity
  holders of the Company

  Share capital:
   Ordinary shares                22      161,199     149,895      161,199      149,895
   Preference shares              22        5,625       7,321        5,625        7,321
                                          166,824     157,216      166,824      157,216
  Reserves:
   Share premium                           59,047       68,655      59,047       68,655
   Treasury shares                22          (25)         (21)        (25)         (21)
   Foreign currency translation
     reserve                       23          35           91           -            -
   Accumulated losses                     (91,491)    (110,566)   (209,289)    (205,160)
                                          134,390      115,375      16,557       20,690
  Minority interests                          654          976           -            -
  Total equity                            135,044      116,351      16,557       20,690




                                           11

                                         B2-101
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Balance sheets as at 28 February 2009 (contd.)


                                                       Group                         Company
                                   Note       28.2.2009    31.12.2007        28.2.2009  31.12.2007
                                                RM'000        RM'000           RM'000      RM'000

 Non-current liabilities
  Borrowings                        24           24,511         24,614         24,000       24,000
  Deferred tax liabilities          26            4,345          1,428              -            -
                                                 28,856         26,042         24,000       24,000

 Current liabilities
  Provisions                        27             547             547              -            -
  Borrowings                        24          41,515          19,707         35,166       15,831
  Trade and other payables          28          67,894          52,518         49,536       40,724
  Income tax payable                             2,894           2,984              -            -
                                               112,850          75,756         84,702       56,555
 Total liabilities                             141,706         101,798        108,702       80,555
 Total equity and liabilities                  276,750         218,149        125,259      101,245




 The accompanying notes form an integral part of the financial statements.

                                                 12

                                              B2-102
         104556 X

         DFZ Capital Berhad
         (Incorporated in Malaysia)


         Consolidated statement of changes in equity
         For the period ended 28 February 2009

                                                                   Attributable to equity holders of the Company
                                                     Share capital                 Non-distributable
                                                                                          Foreign
                                                                                         currency
                                                 Ordinary   Preference       Share translation Treasury Accumulated               Minority     Total
                                                  shares        shares    premium         reserve     shares     losses    Total interests    equity
                                                  RM'000       RM'000       RM'000        RM'000 RM'000          RM'000   RM'000   RM'000    RM'000
         At 1 January 2007                        113,200       11,268    101,403          227       (18)      (117,824) 108,256      720    108,976
         Foreign currency translation,
           representing net expense recognised
           directly in equity                           -            -          -         (136)        -             -      (136)       -       (136)




B2-103
         Profit for the year                            -            -          -            -         -        18,310    18,310      256     18,566
         Total recognised income and expense
           for the year                                 -            -          -         (136)        -         18,310   18,174      256     18,430
         Conversion of preference shares           36,695       (3,947)   (32,748)           -         -              -        -        -          -
         Purchase of treasury shares                    -            -          -            -        (3)             -       (3)       -         (3)
         Dividends (Note 12)                            -            -          -            -         -        (11,052) (11,052)       -    (11,052)
         At 31 December 2007                      149,895        7,321     68,655           91       (21)      (110,566) 115,375      976    116,351
         Foreign currency translation,
           representing net expense recognised
           directly in equity                           -            -          -          (56)        -             -       (56)       -        (56)
         Profit for the period                          -            -          -            -         -        37,498    37,498      173     37,671
         Total recognised income and expense
           for the period                               -            -          -          (56)        -         37,498   37,442      173   37,615
         Acquisition of minority interests              -            -          -            -         -              -        -     (495)    (495)
         Conversion of preference shares           11,304       (1,696)    (9,608)           -         -              -        -        -        -
                                                                                                                                                           31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010




         Purchase of treasury shares                    -            -          -            -        (4)             -       (4)       -       (4)
                                                                                                                                                          APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET




         Dividends (Note 12)                            -            -          -            -         -        (18,423) (18,423)       -  (18,423)
         At 28 February 2009                      161,199        5,625     59,047           35       (25)       (91,491) 134,390      654 135,044
                                                                                                                                                        COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED




                                                                           13
         104556 X

         DFZ Capital Berhad
         (Incorporated in Malaysia)


         Company statement of changes in equity
         For the period ended 28 February 2009

                                                                 Share capital             Non-distributable
                                                              Ordinary Preference           Share       Treasury   Accumulated       Total
                                                               shares        shares      premium          shares        losses      equity
                                                               RM'000       RM'000        RM'000          RM'000       RM'000      RM'000

         At 1 January 2007                                     113,200         11,268     101,403           (18)       (210,499)    15,354
         Issue of ordinary shares                               36,695         (3,947)    (32,748)            -               -          -
         Purchase of treasury shares                                 -              -           -            (3)              -         (3)
         Profit for the year                                         -              -           -             -          16,391     16,391
         Dividends (Note 12)                                         -              -           -             -         (11,052)   (11,052)
         At 31 December 2007                                   149,895          7,321      68,655           (21)       (205,160)    20,690
         Conversion of preference shares                        11,304         (1,696)     (9,608)            -               -          -




B2-104
         Purchase of treasury shares                                 -              -           -            (4)              -         (4)
         Profit for the period                                       -              -           -             -          14,294     14,294
         Dividends (Note 12)                                         -              -           -             -         (18,423)   (18,423)
         At 28 February 2009                                   161,199          5,625      59,047           (25)       (209,289)    16,557
                                                                                                                                                 31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010
                                                                                                                                                APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET




         The accompanying notes form an integral part of the financial statements.
                                                                                                                                              COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED




                                                                                 14
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Cash flow statements
 For the period ended 28 February 2009


                                                           Group                     Company
                                                   1.1.2008      1.1.2007     1.1.2008     1.1.2007
                                                         to            to           to           to
                                                  28.2.2009    31.12.2007    28.2.2009   31.12.2007
                                                    RM'000        RM'000       RM'000       RM'000


 Cash flows from operating activities

 Profit before tax                                   52,069       27,025       19,738        23,202
 Adjustments for:
 Amortisation of prepaid land lease
   payments                                             553          237            -             -
 Bad debts written off                                    -           13            8             -
 Deposit forfeited                                      (27)         (42)           -             -
 Deposit written off                                     30            -            -             -
 Depreciation                                         5,772        4,281            -             -
 Dividend income                                          -         (200)     (21,900)      (25,580)
 Gain on disposal of marketable securities                -         (260)           -             -
 Intangible assets written off                            -          879            -             -
 Gain on disposal of property, plant and
   equipment                                           (270)        (272)           -             -
 Write-down of inventories                              290        2,021            -             -
 Inventories written off                                586          381            -             -
 Finance costs                                        5,413        3,018          187           348
 Interest income                                       (891)        (669)          (6)         (107)
 Plant and equipment written off                         76          148            -             -
 Provision for doubtful debts                         4,013          990            -             -
 Provision for doubtful debts written back             (144)          (3)           -             -
 Provision for liquidated ascertained
   damages                                                  -         67             -            -
 Provision for short term accumulating
   compensated absences                                    39       (175)            -            -
 Reversal of write-down of inventories                   (199)       (22)            -            -
 Reversal of impairment losses for property,
   plant and equipment                                   (429)      (551)            -            -
 Impairment loss on property held for
   development                                            200           -            -            -
 Net unrealised foreign exchange gains                   (347)        (77)           -            -
 Waiver of debts                                         (435)     (4,837)           -            -
 Operating profit/(loss) before working capital
   changes                                           66,299       31,952        (1,973)      (2,137)




                                                    15

                                                  B2-105
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Cash flow statements (contd.)
 For the period ended 28 February 2009


                                                     Group                     Company
                                             1.1.2008      1.1.2007     1.1.2008     1.1.2007
                                                   to            to           to           to
                                            28.2.2009    31.12.2007    28.2.2009   31.12.2007
                                              RM'000        RM'000       RM'000       RM'000

 Decrease/(increase) in trade and other
   receivables                                 23,969         2,101       2,303        (2,369)
 Increase in inventories                      (35,887)       (5,038)          -             -
 Decrease/(increase) in trade and other
   payables                                    20,415       (1,078)        (674)         (458)
 Cash generated from/(used in) operations      74,796       27,937         (344)       (4,964)
 Interest paid                                 (5,151)      (3,440)        (755)          (70)
 Taxes paid                                   (16,195)      (7,349)          (4)          (42)
 Net cash generated from/(used in)
   operating activities                       53,450        17,148        (1,103)      (5,076)

 Cash flows from investing activities
 Additions of biological assets                  (379)       (1,400)          -             -
 Interest received                                891           669           6           107
 Acquisition of subsidiaries (Note 18(d))     (33,608)            -     (40,235)            -
 Acquisition of minority interests             (1,549)            -           -             -
 Dividends received                                 -           189      16,425        18,673
 Investment in marketable securities                -            (1)          -             -
 Proceeds from disposal of marketable
   securities                                         -     12,208             -            -
 Proceeds from disposal of property,
   plant and equipment                           404          2,300            -            -
 Purchase of property, plant and
   equipment (Note A)                          (5,660)       (4,252)           -            -
 Net cash (used in)/generated from
   investing activities                       (39,901)        9,713     (23,804)       18,780




                                               16

                                             B2-106
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Cash flow statements (contd.)
 For the period ended 28 February 2009

                                                    Group                            Company
                                             1.1.2008     1.1.2007            1.1.2008     1.1.2007
                                                   to           to                  to           to
                                            28.2.2009   31.12.2007           28.2.2009   31.12.2007
                                              RM'000       RM'000              RM'000       RM'000

 Cash flows from financing activities

 Proceeds from term loan                       38,000         39,000           38,000        39,000
 Repayment of term loan                       (18,000)       (27,481)         (18,000)      (27,481)
 Changes in amount due to ultimate
   holding company                             (8,957)         (3,819)              -              -
 Changes in amount due to/from
   subsidiaries                                     -               -          28,522       (28,009)
 Increase in fixed deposits                    (1,906)         (2,249)              -             -
 Purchase of treasury shares                       (4)             (2)             (4)           (2)
 Proceeds from other short term
   borrowings                                   2,404          1,888                -              -
 Repayment of hire purchase and lease
   financing                                     (334)           (170)              -              -
 Dividend paid:
   - preference shares                           (463)           (671)           (463)         (671)
   - ordinary shares                          (22,857)         (6,612)        (22,857)       (6,612)
 Net cash (used in)/generated from
   financing activities                       (12,117)           (116)         25,198       (23,775)

 Net increase/(decrease) in cash and
  cash equivalents                              1,432         26,745              291       (10,071)
 Effects of foreign exchange rate
  changes                                         (15)            (64)              -              -
 Cash and cash equivalents at
  beginning of period/year                     44,887         18,206              104        10,175
 Cash and cash equivalents at end of
  period/year (Note 21)                        46,304         44,887              395            104

 A.   Purchase of property, plant and equipment

 During the period, the Group acquired property, plant and equipment with an aggregate cost of
 RM5,860,000 (31.12.2007: RM4,748,000) by the following means:

                                                                                    Group
                                                                             28.2.2009   31.12.2007
                                                                               RM'000       RM'000

 Cash payment                                                                   5,660        4,252
 Hire purchase and finance lease payables                                         200          496
                                                                                5,860        4,748

 The accompanying notes form an integral part of the financial statements.

                                                 17

                                              B2-107
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 Notes to the financial statements - 28 February 2008


 1.    Corporate information

       The Company is a public limited liability company, incorporated and domiciled in Malaysia,
       and is listed on the Main Board of Bursa Malaysia Securities. The registered office of the
       Company is located at Wisma Atlan, No. 8, Persiaran Kampung Jawa, 11900 Bayan Lepas,
       Penang.

       On 9 July 2008, pursuant to the disposal of all business undertakings of Naluri Corporation
       Berhad ("Naluri") to Atlan Holdings Bhd. ("Atlan"), Atlan became the holding and ultimate
       holding company and the Group and the Company ceased to be subsidiaries of Naluri.

       Atlan, which is incorporated in Malaysia, produces financial statements available for public
       use.

       The principal activity of the Company is investment holding. The principal activities of the
       subsidiaries are described in Note 18. There have been no significant changes in the nature
       of the principal activities during the period.

       The year end of the Company was changed from 31 December to 28 February so as to be
       coterminous with the year end of its holding company. Accordingly, comparative amounts for
       the income statement, statement of changes in equity, cash flow statement and the related
       notes are not entirely comparable.

       The financial statements were authorised for issue by the Board of Directors in accordance
       with a resolution of the directors on 5 May 2009.


 2.    Significant accounting policies

 2.1   Basis of preparation

       The financial statements comply with the provisions of the Companies Act, 1965 and
       applicable Financial Reporting Standards in Malaysia.

       The financial statements of the Group and of the Company have also been prepared on a
       historical basis, unless otherwise stated in the accounting policies below.

       The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded
       to the nearest thousand (RM'000) except when otherwise indicated.




                                                  18

                                               B2-108
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies

       (a)   Subsidiaries and basis of consolidation

             i.    Subsidiaries

                   Subsidiaries are entities over which the Group has the ability to control the
                   financial and operating policies so as to obtain benefits from their activities. The
                   existence and effect of potential voting rights that are currently exercisable or
                   convertible are considered when assessing whether the Group has such power
                   over another entity.

                   In the Company's separate financial statements, investments in subsidiaries are
                   stated at cost less impairment losses. On disposal of such investments, the
                   difference between net disposal proceeds and their carrying amounts is included
                   in profit or loss.

             ii.   Basis of consolidation

                   The consolidated financial statements comprise the financial statements of the
                   Company and its subsidiaries as at the balance sheet date. The financial
                   statements of the subsidiaries are prepared for the same reporting date as the
                   Company.

                   Subsidiaries are consolidated from the date of acquisition, being the date on
                   which the Group obtains control, and continue to be consolidated until the date
                   that such control ceases. In preparing the consolidated financial statements,
                   intragroup balances, transactions and unrealised gains or losses are eliminated
                   in full. Uniform accounting policies are adopted in the consolidated financial
                   statements for like transactions and events in similar circumstances.

                   Acquisitions of subsidiaries are accounted for using the purchase method. The
                   purchase method of accounting involves allocating the cost of the acquisition to
                   the fair value of the assets acquired and liabilities and contingent liabilities
                   assumed at the date of acquisition. The cost of an acquisition is measured as
                   the aggregate of the fair values, at the date of exchange, of the assets given,
                   liabilities incurred or assumed, and equity instruments issued, plus any costs
                   directly attributable to the acquisition.

                   Any excess of the cost of the acquisition over the Group's interest in the net fair
                   value of the identifiable assets, liabilities and contingent liabilities represents
                   goodwill. Any excess of the Group's interest in the net fair value of the
                   identifiable assets, liabilities and contingent liabilities over the cost of acquisition
                   is recognised immediately in profit or loss.

                   Minority interests represent the portion of profit or loss and net assets in
                   subsidiaries not held by the Group. It is measured at the minorities' share of the
                   fair value of the subsidiaries' identifiable assets and liabilities at the acquisition
                   date and the minorities' share of changes in the subsidiaries' equity since then.



                                                      19

                                                  B2-109
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (b)   Goodwill

             Goodwill acquired in a business combination is initially measured at cost being the
             excess of the cost of business combination over the Group's interest in the net fair value
             of the identifiable assets, liabilities and contingent liabilities. Following the initial
             recognition, goodwill is measured at cost less any accumulated impairment losses.
             Goodwill is not amortised but instead, it is reviewed for impairment, annually or more
             frequently if events or changes in circumstances indicate that the carrying value may be
             impaired. Gains and losses on the disposal of an entity include the carrying amount of
             goodwill relating to the entity sold.

       (c)   Property, plant and equipment and depreciation

             All items of property, plant and equipment are initially recorded at cost. Subsequent
             costs are included in the asset's carrying amount or recognised as a separate asset, as
             appropriate, only when it is probable that future economic benefits associated with the
             item will flow to the Group and the cost of the item can be measured reliably. The
             carrying amount of the replaced part is derecognised. All other repairs and
             maintenance are charged to the income statement during the period in which they are
             incurred.

             Subsequent to recognition, property, plant and equipment except for certain freehold
             and buildings are stated at cost less accumulated depreciation and any accumulated
             impairment losses.

             Certain freehold land and buildings are stated at revalued amount, which is the fair
             value at the date of the revaluation less any accumulated impairment losses. Fair value
             is determined from market-based evidence by appraisal that is undertaken by
             professionally qualified valuers. The land and buildings of the Group have not been
             revalued since they were first revalued in 1991. The directors have not adopted the
             policy of regular revaluations of such assets and no later valuation has been recorded.
             As permitted under the transitional provisions of IAS 16 (Revised): Property, Plant and
             Equipment, these assets continue to be stated at their 1991 valuation less accumulated
             depreciation. Any revaluation surplus is credited to the revaluation reserve included
             within equity, except to the extent that it reverses a revaluation decrease for the same
             asset previously recognised in profit or loss, in which case the increase is recognised in
             profit or loss to the extent of the decrease previously recognised. A revaluation deficit is
             first offset against unutilised previously recognised revaluation surplus in respect of the
             same asset and the balance is thereafter recognised in profit or loss. Upon disposal or
             retirement of an asset, any revaluation reserve relating to the particular asset is
             transferred directly to retained earnings.




                                                    20

                                                 B2-110
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (c)   Property, plant and equipment and depreciation (contd.)

             Freehold land has an unlimited useful life and therefore is not depreciated. Capital-
             work-in-progress, which comprise the refurbishment and renovation of building and land
             improvements are also not depreciated as these assets are not available for use.
             Depreciation of other property, plant and equipment is provided for on a straight-line
             basis to write off the cost of each asset to its residual value over the estimated useful
             life, at the following annual rates:

             Buildings                                                  over 29 to 50 years
             Golf course                                                     over 60 years
             Furniture and fittings                                               5% - 20%
             Electrical installations and air conditioner                         5% - 20%
             Plant, office equipment and computer                                 5% - 20%
             Crockery, kitchenware, linen and uniform for
               hotel operations                                                        20%
             Motor vehicles                                                            20%
             Renovations                                                          5% - 10%

             The residual values, useful life and depreciation method are reviewed at each financial
             year end to ensure that the amount, method and period of depreciation are consistent
             with previous estimates and the expected pattern of consumption of the future economic
             benefits embodied in the items of property, plant and equipment.

             An item of property, plant and equipment is derecognised upon disposal or when no
             future economic benefits are expected from its use or disposal. The difference between
             the net disposal proceeds, if any and the net carrying amount is recognised in profit or
             loss and the unutilised portion of the revaluation surplus on that item is taken directly to
             retained earnings.

       (d)   Investment properties

             Investment properties are properties which are held either to earn rental income or for
             capital appreciation or for both. Such properties are measured initially at cost, including
             transaction costs. Subsequent to initial recognition, investment properties are stated at
             cost less accumulated depreciation and any accumulated impairment losses.

             A property interest under an operating lease is classified and accounted for as an
             investment property on a property-by-property basis when the Group holds it to earn
             rentals or for capital appreciation or both. Any such property interest under an operating
             lease classified as an investment property is carried at cost less accumulated
             depreciation and any accumulated impairment losses.

             Investment properties are derecognised when either they have been disposed of or
             when the investment property is permanently withdrawn from use and no future
             economic benefit is expected from its disposal. Any gains or losses on the retirement or
             disposal of an investment property are recognised in profit or loss in the year in which
             they arise.

                                                    21

                                                 B2-111
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (e)   Land held for property development and property development costs

             i.    Land held for property development

                   Land held for property development consists of land where no development
                   activities have been carried out or where development activities are not expected
                   to be completed within the normal operating cycle. Such land is classified within
                   non-current assets and is stated at cost less any accumulated impairment losses.

                   Land held for property development is reclassified as property development costs
                   at the point when development activities have commenced and where it can be
                   demonstrated that the development activities can be completed within the normal
                   operating cycle.

             ii.   Property development costs

                   Property development costs comprise all costs that are directly attributable to
                   development activities or that can be allocated on a reasonable basis to such
                   activities.

                   When the financial outcome of a development activity can be reliably estimated,
                   property development revenue and expenses are recognised in the income
                   statement by using the stage of completion method. The stage of completion is
                   determined by the proportion that property development costs incurred for work
                   performed to date bear to the estimated total property development costs.

                   Where the financial outcome of a development activity cannot be reliably
                   estimated, property development revenue is recognised only to the extent of
                   property development costs incurred that is probable will be recoverable, and
                   property development costs on properties sold are recognised as an expense in
                   the year in which they are incurred.

                   Any expected loss on a development project, including costs to be incurred over
                   the defects liability period, is recognised as an expense immediately.

                   Property development costs not recognised as an expense are recognised as an
                   asset, which is measured at the lower of cost and net realisable value.

                   The excess of revenue recognised in the income statement over billings to
                   purchasers is classified as accrued billings within trade receivables and the
                   excess of billings to purchasers over revenue recognised in the income
                   statement is classified as progress billings within trade payables.




                                                   22

                                                B2-112
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (f)   Biological assets

             Expenditure incurred on new planting and the upkeep of trees to maturity is capitalised
             under plantation development expenditure, while replanting expenditure is charged to
             the income statement in the year in which the expenditure is incurred. Plantation
             development expenditure is amortised over the life of the plantings of 10 years.
             Amortisation commences upon maturity of the new plantings.

       (g)   Impairment of non-financial assets

             The carrying amounts of assets, other than investment property, property development
             costs, inventories, deferred tax assets and non-current assets (or disposal groups) held
             for sale, are reviewed at each balance sheet date to determine whether there is any
             indication of impairment. If any such indication exists, the asset's recoverable amount is
             estimated to determine the amount of impairment loss.

             For goodwill, intangible assets that have an indefinite useful life, the recoverable amount
             is estimated at each balance sheet date or more frequently when indicators of
             impairment are identified.

             For the purpose of impairment testing of these assets, recoverable amount is
             determined on an individual asset basis unless the asset does not generate cash flows
             that are largely independent of those from other assets. If this is the case, recoverable
             amount is determined for the cash-generating unit (CGU) to which the asset belongs to.
             Goodwill acquired in a business combination is, from the acquisition date, allocated to
             each of the Group's CGUs, or groups of CGUs, that are expected to benefit from the
             synergies of the combination, irrespective of whether other assets or liabilities of the
             Group are assigned to those units or groups of units.

             An asset's recoverable amount is the higher of an asset's or CGU's fair value less costs
             to sell and its value in use. 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.
             Where the carrying amount of an asset exceeds its recoverable amount, the asset is
             considered impaired and is written down to its recoverable amount. Impairment losses
             recognised in respect of a CGU or groups of CGUs are allocated first to reduce the
             carrying amount of any goodwill allocated to those units or groups of units and then, to
             reduce the carrying amount of the other assets in the unit or groups of units on a pro-
             rata basis.

             An impairment loss is recognised in profit or loss in the year in which it arises, unless the
             asset is carried at a revalued amount, in which case the impairment loss is accounted for
             as a revaluation decrease to the extent that the impairment loss does not exceed the
             amount held in the asset revaluation reserve for the same asset.




                                                    23

                                                 B2-113
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (g)   Impairment of non-financial assets (contd.)

             Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss
             for an asset other than goodwill is reversed if, and only if, there has been a change in
             the estimates used to determine the asset's recoverable amount since the last
             impairment loss was recognised. The carrying amount of an asset other than goodwill is
             increased to its revised recoverable amount, provided that this amount does not exceed
             the carrying amount that would have been determined (net of amortisation or
             depreciation) had no impairment loss been recognised for the asset in prior years. A
             reversal of impairment loss for an asset other than goodwill is recognised in profit or
             loss, unless the asset is carried at revalued amount, in which case, such reversal is
             treated as a revaluation increase.

       (h)   Inventories

             Inventories are stated at the lower of cost and net realisable value.

             Cost comprises cost of purchase of inventories and is determined using the first-in,
             first-out method. The cost of unsold properties comprises cost associated with the
             acquisition of land, direct costs and appropriate proportions of common costs.

             Net realisable value is the estimated selling price in the ordinary course of business
             less the estimated costs of completion and the estimated costs necessary to make the
             sale.

       (i)   Financial instruments

             Financial instruments are recognised in the balance sheet when the Group has
             become a party to the contractual provisions of the instrument.

             Financial instruments are classified as liabilities or equity in accordance with the
             substance of the contractual arrangement. Interest, dividends and gains and losses
             relating to a financial instrument classified as a liability, are reported as expense or
             income. Distributions to holders of financial instruments classified as equity are
             recognised directly in equity. Financial instruments are offset when the Group has a
             legally enforceable right to offset and intends to settle either on a net basis or to realise
             the asset and settle the liability simultaneously.

             i.   Cash and cash equivalents

                  For the purposes of the cash flow statements, cash and cash equivalents include
                  cash on hand and at banks, deposit at call and short term highly liquid
                  investments which have an insignificant risk of changes in value, net of
                  outstanding bank overdrafts.




                                                     24

                                                 B2-114
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (i)   Financial instruments (contd.)

             ii.    Other non-current investments

                    Non-current investments other than investments in subsidiaries and investment
                    properties are stated at cost less impairment losses. On disposal of an
                    investment, the difference between the net disposal proceeds and its carrying
                    amount is recognised in profit or loss.

             iii.   Receivables

                    Receivables are carried at anticipated realisable values. Bad debts are written off
                    when identified. An estimate is made for doubtful debts based on a review of all
                    outstanding amounts as at the balance sheet date.

             iv.    Payables

                    Payables are stated at the fair value of the consideration to be paid in the future
                    for goods and services received.

             v.     Interest bearing loans and borrowings

                    All loans and borrowings are initially recognised at the fair value of the
                    consideration received less directly attributable transaction costs. After initial
                    recognition, interest bearing loans and borrowings are subsequently measured at
                    amortised cost using the effective interest method.

             vi.    Equity instruments

                    Ordinary shares

                    Ordinary shares are classified as equity. Dividends on ordinary shares are
                    recognised in equity in the period in which they are declared.

                    The transaction costs of an equity transaction are accounted for as a deduction
                    from equity, net of tax. Equity transaction costs comprise only those incremental
                    external costs directly attributable to the equity transaction which would
                    otherwise have been avoided.

                    The consideration paid, including attributable transaction costs on repurchased
                    ordinary shares of the Company that have not been cancelled, are classified as
                    treasury shares and presented as a deduction from equity. No gain or loss is
                    recognised in profit or loss on the sale, re-issuance or cancellation of treasury
                    shares. When treasury shares are reissued by resale, the difference between
                    the sales consideration and the carrying amount is recognised in equity.




                                                     25

                                                  B2-115
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (i)   Financial instruments (contd.)

             vi.    Equity instruments (contd.)

                    Preference shares

                    Preference shares are classified as equity if they are non-redeemable and
                    dividends are discretionary at the option of the issuer. Preference shares are
                    classified as liability if they are redeemable on a specific date or at the option of
                    the shareholders and dividends thereon are recognised in the income statement
                    as interest expense. Preference shares that are compound instruments are split
                    into liability and equity components. Each component is accounted for
                    separately.

             vii.   Derivative financial instruments

                    Derivative financial instruments are not recognised in the financial statements.

       (j)   Leases

             i.     Classification

                    A lease is recognised as a finance lease if it transfers substantially to the Group
                    all the risks and rewards incidental to ownership. All leases that do not transfer
                    substantially all the risks and rewards are classified as operating leases.

             ii.    Finance leases - the Group as lessee

                    Assets acquired by way of hire purchase or finance leases are stated at an
                    amount equal to the lower of their fair values and the present value of the
                    minimum lease payments at the inception of the leases, less accumulated
                    depreciation and impairment losses. The corresponding liability is included in the
                    balance sheet as borrowings. In calculating the present value of the minimum
                    lease payments, the discount factor used is the interest rate implicit in the lease,
                    when it is practicable to determine; otherwise, the Group's incremental borrowing
                    rate is used. Any initial direct costs are also added to the carrying amount of
                    such assets.

                    Lease payments are apportioned between the finance costs and the reduction of
                    the outstanding liability. Finance costs, which represent the difference between
                    the total leasing commitments and the fair value of the assets acquired, are
                    recognised in the profit or loss over the term of the relevant lease so as to
                    produce a constant periodic rate of charge on the remaining balance of the
                    obligations for each accounting period.

                    Leasehold land is depreciated over the remaining lease period of 9 to 82 years.




                                                     26

                                                  B2-116
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (j)   Leases (contd.)

             iii. Operating leases- the Group as lessee

                Operating lease payments are recognised as an expense on a straight-line basis
                over the term of the relevant lease. The aggregate benefit of incentives provided
                by the lessor is recognised as a reduction of rental expense over the lease term on
                a straight-line basis.

             iv. Operating leases- the Group as lessor

                Assets leased out under operating leases are presented on the balance sheets
                according to the nature of the assets. Rental income from operating leases is
                recognised on a straight-line basis over the term of the relevant lease (Note
                2.2(p)(vi)). Initial direct costs incurred in negotiating and arranging an operating
                lease are added to the carrying amount of the leased asset and recognised on a
                straight-line basis over the lease term.

       (k)   Borrowing costs

             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 added to the cost of those assets, until
             such time as the assets are substantially ready for their intended use or sale.
             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.

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

       (l)   Income tax

             Income tax on the profit or loss for the period comprises current and deferred tax.
             Current tax is the expected amount of income taxes payable in respect of the taxable
             profit for the period and is measured using the tax rates that have been enacted at the
             balance sheet date.

             Deferred tax is provided for, using the liability method. In principle, deferred tax
             liabilities are recognised for all taxable temporary differences and deferred tax assets
             are recognised for all deductible temporary differences, unused tax losses and unused
             tax credits to the extent that it is probable that taxable profit will be available against
             which the deductible temporary differences, unused tax losses and unused tax credits
             can be utilised. Deferred tax is not recognised if the temporary difference arises from
             goodwill or from the initial recognition of an asset or liability in a transaction which is
             not a business combination and at the time of the transaction, affects neither
             accounting profit nor taxable profit.



                                                    27

                                                 B2-117
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (l)   Income tax (contd.)

             Deferred tax is measured at the tax rates that are expected to apply in the period
             when the asset is realised or the liability is settled, based on tax rates that have been
             enacted or substantively enacted at the balance sheet date. Deferred tax is
             recognised as income or an expense and included in the profit or loss for the year,
             except when it arises from a transaction which is recognised directly in equity, in which
             case the deferred tax is also recognised directly in equity, or when it arises from a
             business combination that is an acquisition, in which case the deferred tax is included
             in the resulting goodwill or the amount of any excess of the acquirer's interest is the
             net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities
             over the cost of the combination.

       (m) Provisions

             Provisions are recognised when the Group has a present obligation as a result of a
             past event and it is probable that an outflow of resources embodying economic
             benefits will be required to settle the obligation, and a reliable estimate of the amount
             can be made. Provisions are reviewed at each balance sheet date and adjusted to
             reflect the current best estimate. Where the effect of the time value of money is
             material, provisions are discounted using a current pre-tax rate that reflects, where
             appropriate, the risks specific to the liability. Where discounting is used, the increase
             in the provision due to the passage of time is recognised as finance cost.

       (n)   Employee benefits

             i.   Short term benefits

                  Wages, salaries, bonuses and social security contributions are recognised as an
                  expense in the year in which the associated services are rendered by employees.
                  Short term accumulating compensated absences such as paid annual leave are
                  recognised when services are rendered by employees that increase their
                  entitlement to future compensated absences. Short term non-accumulating
                  compensated absences such as sick leave are recognised when the absences
                  occur.

             ii. Defined contribution plans

                  Defined contribution plans are post-employment benefit plans under which the
                  Group pays fixed contributions into separate entities or funds and will have no legal
                  or constructive obligation to pay further contributions if any of the funds do not hold
                  sufficient assets to pay all employee benefits relating to employee services in the
                  current and preceding financial years. Such contributions are recognised as an
                  expense in the profit or loss as incurred. As required by law, companies in
                  Malaysia make such contributions to the Employees Provident Fund ("EPF").




                                                     28

                                                  B2-118
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (n)   Employee benefits (contd.)

             iii. Share-based compensation

                  The Group's Employee Share Options Scheme ("ESOS"), an equity-settled, share-
                  based compensation plan, allows the Group's employees to acquire ordinary
                  shares of the Company. No compensation cost or obligation is recognised as
                  share options have not been granted to employees.

       (o)   Foreign currencies

             i.   Functional and presentation currency

                  The individual financial statements of each entity in the Group are measured using
                  the currency of the primary economic environment in which the entity operates
                  ("the functional currency"). The consolidated financial statements are presented in
                  Ringgit Malaysia (RM), which is also the Company's functional currency.

             ii. Foreign currency transactions

                  In preparing the financial statements of the individual entities, transactions in
                  currencies other than the entity's functional currency (foreign currencies) are
                  recorded in the functional currencies using the exchange rates prevailing at the
                  dates of the transactions. At each balance sheet date, monetary items
                  denominated in foreign currencies are translated at the rates prevailing on the
                  balance sheet date. Non-monetary items carried at fair value that are denominated
                  in foreign currencies are translated at the rates prevailing on the date when the fair
                  value was determined. Non-monetary items that are measured in terms of
                  historical cost in a foreign currency are not translated.

                  Exchange differences arising on the settlement of monetary items, and on the
                  translation of monetary items, are included in profit or loss for the year.

                  Exchange differences arising on the translation of non-monetary items carried at
                  fair value are included in profit or loss for the period except for the differences
                  arising on the translation of non-monetary items in respect of which gains and
                  losses are recognised directly in equity. Exchange differences arising from such
                  non-monetary items are also recognised directly in equity.




                                                    29

                                                 B2-119
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (o)   Foreign currencies (contd.)

             iii.   Foreign operations

                    The results and financial position of foreign operations that have a functional
                    currency different from the presentation currency (RM) of the consolidated
                    financial statements are translated into RM as follows:

                       Assets and liabilities for each balance sheet presented are translated at the
                        closing rate prevailing at the balance sheet date;

                       Income and expenses for each income statement are translated at average
                        exchange rates for the year, which approximates the exchange rates at the
                        dates of the transactions; and

                       All resulting exchange differences are taken to the foreign currency
                        translation reserve within equity.

       (p)   Revenue recognition

             Revenue is recognised to the extent that it is probable that the economic benefits will
             flow to the Group and the revenue can be reliably measured. The following special
             recognition criteria must also be met before revenue is recognised:

             i.     Sale of properties

                    Revenue from sale of properties is accounted for by the stage of completion
                    method as described in Note 2.2(e)(ii).

             ii.    Sale of goods and completed development properties

                    Revenue is recognised net of discounts and upon transfer of significant risks and
                    rewards of ownership to the buyer. Revenue is not recognised to the extent
                    where there are significant uncertainties regarding recovery of the consideration
                    due, associated costs or the possible return of goods.

             iii.   Revenue from hotel operations

                    Revenue from rental of hotel rooms, sale of food and beverage and other related
                    income are recognised on an accrual basis.

             iv.    Revenue from services

                    Revenue from services rendered is recognised net of discounts as and when the
                    services are performed.




                                                     30

                                                 B2-120
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.2   Summary of significant accounting policies (contd.)

       (p)   Revenue recognition (contd.)

             v.     Income from tour, travel and recreation activities

                    Income from tour, travel and recreation activities is recognised net of discounts
                    as and when the services are rendered.

             vi.    Rental income

                    Rental income is recognised on a straight-line basis over the term of the lease.
                    The aggregate cost of incentives provided to lessees is recognised as a
                    reduction of rental income over the lease term on a straight-line basis.

             vii.   Interest income

                    Interest income is recognised on an accrual basis using the effective interest
                    method.

             viii. Dividend income

                    Dividend income is recognised when the Group's right to receive payment is
                    established.

             ix.    Management fees

                    Management fees are recognised when services are rendered.


 2.3   Changes in accounting policies and effects arising from adoption of new and revised
       FRSs

       On 1 January 2008, the Group and the Company adopted the following revised FRSs,
       amendment to FRS and Interpretations:

       FRS 107: Cash Flow Statements
       FRS 111: Construction Contracts
       FRS 112: Income Taxes
       FRS 118: Revenue
       FRS 120: Accounting for Government Grants and Disclosure of Government Assistance
       FRS 134: Interim Financial Reporting
       FRS 137: Provisions, Contingent Liabilities and Contingent Assets
       Amendment to FRS 121: The Effects of Changes in Foreign Exchange Rates – Net
         Investment in a Foreign Operation
       IC Interpretation 1: Changes in Existing Decommissioning, Restoration and Similar Liabilities




                                                    31

                                                 B2-121
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.3   Changes in accounting policies and effects arising from adoption of new and revised
       FRSs (contd.)

       IC Interpretation 2: Members’ Shares in Co-operative Entities and Similar Instruments
       IC Interpretation 5: Rights to Interests arising from Decommissioning, Restoration and
         Environmental Rehabilitation Funds
       IC Interpretation 6: Liabilities arising from Participating in a Specific Market – Waste Electrical
         and Electronic Equipment
       IC Interpretation 7: Applying the Restatement Approach under FRS 129 Financial Reporting
         in Hyperinflationary Economies
       IC Interpretation 8: Scope of FRS 2

       The revised FRSs, amendment to FRS and Interpretations above do not have any
       significant impact on the financial statements of the Group and the Company.


 2.4   Standards and interpretations issued but not yet effective

       At the date of authorisation of these financial statements, the following new FRSs and
       Interpretations were issued but not yet effective and have not been applied by the Group and
       the Company:

                                                                              Effective for periods
       FRS, Amendment to FRS and Interpretations                              beginning on or after

       FRS 4: Insurance Contracts                                             1 January 2010
       FRS 7: Financial Instruments: Disclosures                              1 January 2010
       FRS 8: Operating Segments                                              1 July 2009
       FRS 139: Financial Instruments: Recognition and
         Measurement                                                          1 January 2010
       IC Interpretation 9: Reassessment of Embedded Derivatives              1 January 2010
       IC Interpretation 10: Interim Financial Reporting and
         Impairment                                                           1 January 2010

       The new FRS and Interpretations above are expected to have no significant impact on the
       financial statements of the Group and the Company upon their initial application except for
       the changes in disclosures arising from the adoption of FRS 8.

       The Group and the Company are exempted from disclosing the possible impact, if any, to the
       financial statements upon the initial application of FRS 7 and FRS 139.




                                                    32

                                                 B2-122
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.5   Significant accounting estimates and judgements

       (a)   Critical judgements made in applying accounting policies

             The following are the judgements made by management in the process of applying the
             Group's accounting policies that have the most significant effect on the amounts
             recognised in the financial statements.

             i.   Classification between investment properties and property, plant and
                  equipment

                  During the period, the Group has rented out a warehouse but has decided not to
                  treat this property as investment properties because it is not the Group's intention
                  to hold this property in long-term for capital appreciation or rental income.
                  Accordingly, this property is still classified as property, plant and equipment.

             ii. Capital work in progress

                  Included in capital work in progress is RM10,067,000 incurred in relation to two
                  expansionary projects, which has been temporarily suspended pending
                  management’s reassessment in light of the current economic situation. The Group is
                  confident that there is no impairment as the recoverable amounts are higher than the
                  carrying amount as at 28 February 2009.

       (b)   Key sources of estimation uncertainty

             The key assumption concerning the future and other key sources of estimation
             uncertainty at the balance sheet date, that have a significant risk of causing a material
             adjustment to the carrying amounts of assets and liabilities within the next financial year
             are discussed below.

             i.   Deferred tax assets

                  Deferred tax assets are recognised for all unused tax losses and unabsorbed capital
                  allowances to the extent that it is probable that taxable profit will be available
                  against which the losses and capital allowances can be utilised. Significant
                  management judgement is required to determine the amount of deferred tax assets
                  that can be recognised, based upon the likely timing and level of future taxable
                  profits together with future tax planning strategies. The total carrying value of
                  unrecognised tax losses and capital allowances of the Group was RM311,049,000
                  (31.12.2007: RM321,502,000).




                                                    33

                                                 B2-123
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 2.    Significant accounting policies (contd.)

 2.5   Significant accounting estimates and judgements (contd.)

       (b)   Key sources of estimation uncertainty (contd.)

             ii. Depreciation of plant and equipment

                 The furniture and fittings of a subsidiary, Selasih Ekslusif Sdn. Bhd. amounting to
                 RM4,475,000 (31.12.2007: RM5,223,000) during the period are depreciated on a
                 straight-line basis over the assets' estimated useful lives of 10 years. The Group is
                 confident that Selasih Ekslusif Sdn. Bhd. will be able to renew the lease of shop lots
                 for the remaining useful life of its furniture and fittings even though the remaining
                 lease period of the tenancy agreement is 6 years. There will be an additional
                 depreciation charge of RM163,000 (31.12.2007: RM163,000) per annum had the
                 assets been depreciated in accordance with the remaining lease period of 6 years.

             iii. Impairment of goodwill

                 The Group determines whether goodwill are impaired at least on an annual basis.
                 This requires an estimation of the value-in-use of the cash-generating units
                 ("CGU") to which goodwill are allocated. Estimating a value-in-use amount requires
                 management to make an estimate of the expected future cash flows from the CGU
                 and also to choose a suitable discount rate in order to calculate the present value
                 of those cash flows. In calculating the present value of the cash flows of the
                 property and hospitality segment, the Group has assumed that it will be able to
                 extend the lease period of its tenancy agreement indefinitely. The carrying amount
                 of goodwill as at 28 February 2009 was RM21,168,000. Further details are
                 disclosed in Note 17.


 3.    Revenue

                                                           Group                     Company
                                                   1.1.2008      1.1.2007     1.1.2008     1.1.2007
                                                         to            to           to           to
                                                  28.2.2009    31.12.2007    28.2.2009   31.12.2007
                                                    RM'000        RM'000       RM'000       RM'000

       Sale of goods                               503,399       262,188               -                  -
       Rental of hotel rooms and other
         services                                    16,839        15,027              -                  -
       Sale of food and beverage                     18,687        16,698              -                  -
       Rental income                                 11,384         8,275              -                  -
       Tour, travel and recreational activities       2,611         2,584              -                  -
       Dividend income:
        - Third parties                                  -           200             -                 -
        - Subsidiaries                                   -             -        21,900            25,580
                                                   552,920       304,972        21,900            25,580




                                                      34

                                                   B2-124
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 4.   Other income

      Included in other income are:

                                                           Group                     Company
                                               1.1.2008         1.1.2007      1.1.2008     1.1.2007
                                                     to               to            to           to
                                              28.2.2009       31.12.2007     28.2.2009   31.12.2007
                                                RM'000           RM'000        RM'000       RM'000

      Gain on disposal of marketable
        securities                                   -                260           -              -
      Incentive income                           4,566              4,063           -              -
      Interest income                              891                669           6            107
      Rental income – advertisement space        2,893              2,157           -              -
      Rental income – property, plant and
        equipment and prepaid land lease
        payments                                 1,835              1,545           -              -
      Service charge                               328                296           -              -


 5.   Employee benefits expense

                                                       Group                         Company
                                               1.1.2008      1.1.2007         1.1.2008     1.1.2007
                                                     to            to               to           to
                                              28.2.2009    31.12.2007        28.2.2009   31.12.2007
                                                RM'000        RM'000           RM'000       RM'000

      Wages and salaries                        37,153             29,059           -              -
      Social security contributions                481                391           -              -
      Short term accumulating
        compensated absences                          39             (175)          -              -
      Contributions to defined contribution
        plan                                     3,784              3,062           -              -
      Staff welfares and employee meals          1,613              1,105           -              -
      Staff uniforms                               208                165           -              -
      Accommodation benefits                       170                163           -              -
      Medical benefits                             164                454           -              -
      Other benefits                               354                336           -              -
                                                43,966             34,560           -              -

      Included in employee benefits expense of the Group are executive directors' remuneration
      amounting to RM4,796,000 (31.12.2007: RM3,027,000) as further disclosed in Note 6.




                                                 35

                                               B2-125
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 6.   Directors' remuneration

                                                       Group                       Company
                                               1.1.2008      1.1.2007       1.1.2008     1.1.2007
                                                     to            to             to           to
                                              28.2.2009    31.12.2007      28.2.2009   31.12.2007
                                                RM'000        RM'000         RM'000       RM'000

      Executive directors' remuneration
        (Note 5):
        Other emoluments                         4,796             3,027          -                 -

      Non-executive directors'
        remuneration (Note 8):
        Fees                                        44               48          44                48
        Other emoluments                           222              295         222               295
                                                   266              343         266               343

      Total directors' remuneration              5,062             3,370        266               343

      The details of remuneration receivable by directors of the Company during the period/year
      are as follows:

                                                       Group                       Company
                                               1.1.2008      1.1.2007       1.1.2008     1.1.2007
                                                     to            to             to           to
                                              28.2.2009    31.12.2007      28.2.2009   31.12.2007
                                                RM'000        RM'000         RM'000       RM'000

      Executive:
       Salaries and other emoluments             2,318             1,447          -                 -
       Bonus:
         - current period/year's provisions        100               194          -                 -
       Defined contribution plan                   188               195          -                 -
       Social security contributions                 2                 2          -                 -
                                                 2,608             1,838          -                 -

      Non-Executive:
       Salaries and other emoluments               211              282         211               282
       Fees                                         44               48          44                48
       Defined contribution plan                    11               13          11                13
                                                   266              343         266               343

      There were no benefits-in-kinds received by the directors.




                                                   36

                                                B2-126
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 6.   Directors' remuneration (contd.)

      The number of directors of the Company whose total remuneration during the period/year fell
      within the following bands is analysed below:

                                                                                Number of directors
                                                                              28.2.2009   31.12.2007
      Executive directors:
      RM250,001 – RM450,000                                                           1                    1
      RM450,001 – RM500,000                                                           1                    -
      RM550,001 – RM600,000                                                           -                    1
      RM750,001 – RM800,000                                                           1                    -
      RM850,001 – RM900,000                                                           -                    1
      RM1,100,001 – RM1,150,000                                                       1                    -

      Non-Executive directors:
      Below RM50,000                                                                  4                    2
      RM100,001 – RM150,000                                                           -                    2
      RM150,001 – RM200,000                                                           1                    -


 7.   Waiver of debts

      This relates to a waiver of debts from a supplier during the current period. In prior year, there
      was a waiver of penalty interest imposed previously on royalty payments payable.


 8.   Other operating expenses

      Other operating expenses are stated:-

                                                     Group                           Company
                                             1.1.2008      1.1.2007           1.1.2008     1.1.2007
                                                   to            to                 to           to
                                            28.2.2009    31.12.2007          28.2.2009   31.12.2007
                                              RM'000        RM'000             RM'000       RM'000
      After charging/(crediting):

      Non-executive directors'
        remuneration (Note 6)                      266              343             266              343
      Assessments and quit rent                    935              840               -                -
      Auditors' remuneration:
      - Statutory audits
        - Current period/year                      558              428              93                   80
        - Underprovision in prior year              14               37               -                   10
      Amortisation of prepaid land lease
        payments                                   553              237                -                   -




                                                   37

                                               B2-127
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 8.   Other operating expenses (contd.)

                                                       Group                        Company
                                                 1.1.2008      1.1.2007      1.1.2008     1.1.2007
                                                        to           to            to           to
                                                28.2.2009    31.12.2007     28.2.2009   31.12.2007
                                                  RM'000        RM'000        RM'000       RM'000

      Bad debts written off                             -            13              8              -
      Deposit written off                              30             -              -              -
      Donation                                      1,882           986            136              -
      Impairment loss on property held for
       development (Note 14)                          200             -              -              -
      Insurance                                     1,486         1,009              5             15
      Intangible assets written off                     -           879              -              -
      Inventories written off                         586           381              -              -
      Plant and equipment written off                  76           148              -              -
      Provision for liquidated accertained
        damages                                         -            67              -              -
      Rental of equipment                              39            39              -              -
      Transportation costs                          3,469         1,521              -              -
      Travelling expenses                           1,998         1,749             80             22
      Deposit forfeited                               (27)          (42)             -              -
      Gain on disposal of property, plant
        and equipment                                  (270)       (272)              -             -
      Overprovision of dividend payable on
        Irredeemable Convertible Preference
        Shares (“ICPS”)                                (524)           -          (524)             -
      Provision for doubtful debts written
        back                                           (144)         (3)              -             -
      Reversal of impairment losses for
        property, plant and equipment                  (429)       (551)              -             -
      Reversal of write-down of inventories *          (199)        (22)              -             -
      Net foreign exchange gain                        (344)       (536)              -             -

      * The reversal of inventories written down was mainly due to the inventories being sold at
        an amount higher than the estimated net realisable value.




                                                  38

                                                B2-128
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 9.    Finance costs
                                                        Group                        Company
                                                1.1.2008      1.1.2007         1.1.2008    1.1.2007
                                                      to            to               to          to
                                               28.2.2009    31.12.2007        28.2.2009  31.12.2007
                                                 RM'000        RM'000           RM'000      RM'000
       Interest expense on:
         Bank borrowings                          5,246             2,693             91              70
         Hire purchase and finance lease
           liabilities                               71                47              -                -
                                                  5,317             2,740             91               70
       Unwinding of discount on Irredeemable
        Convertible Preference Shares
        ("ICPS") dividend payable                    96               278             96              278
                                                  5,413             3,018            187              348


 10.   Income tax expense

                                                        Group                        Company
                                                1.1.2008      1.1.2007         1.1.2008    1.1.2007
                                                      to            to               to          to
                                               28.2.2009    31.12.2007        28.2.2009  31.12.2007
                                                 RM'000        RM'000           RM'000      RM'000
       Current Malaysia income tax               16,264             8,432          5,439          6,811
       (Over)/underprovision of Malaysian
         income tax in prior years                 (821)               73              5              -
                                                 15,443             8,505          5,444          6,811
       Deferred tax (Note 26):
        Relating to origination and reversal
          of temporary differences                 (814)              (52)             -              -
        (Over)/underprovision in prior years       (231)                6              -              -
                                                 (1,045)              (46)             -              -
       Total income tax expense                  14,398             8,459          5,444          6,811

       Domestic income tax is calculated at the Malaysian statutory tax rate of 26% (31.12.2007: 27%)
       of the estimated assessable profit for the period. Certain subsidiaries of the Company being
       Malaysian resident companies with paid-up capital of RM2.5 million or less qualify for the
       preferential tax rates under Paragraph 2A, Schedule 1 of the Income Tax Act, 1967 as follows:

       On the first RM500,000 of chargeable income         : 20%
       In excess of RM500,000 of chargeable income         : Malaysian corporate statutory tax rate

       However, pursuant to Paragraph 2B, Schedule 1 of the Income Tax Act, 1967 that was
       introduced with effect from the year of assessment 2009, the certain subsidiaries of the
       Company no longer qualify for the above preferential tax rates.

       The Malaysian corporate statutory tax rate will be reduced to 25% with effect from the year
       of assessment 2009. The computation of deferred tax as at 28 February 2009 has
       reflected these changes.

                                                    39

                                                 B2-129
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 10.   Income tax expense (contd.)

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

                                                                         1.1.2008       1.1.2007
                                                                               to             to
                                                                        28.2.2009     31.12.2007
                                                                          RM'000         RM'000
       Group

       Profit before taxation                                             52,069           27,025

       Taxation at Malaysian statutory tax rate of 26% (31.12.2007:
          27%)                                                            13,538            7,297
       Deferred tax recognised at different tax rates                      4,241              (13)
       Effect of income subject to tax rate of 20%                          (152)            (204)
       Effect of income not subject to tax                                  (205)            (350)
       Effect of expenses not deductible for tax purposes                  4,693            3,527
       Utilisation of previously unrecognised deferred tax assets         (6,765)          (3,246)
       Deferred tax assets not recognised during the period/year             100            1,369
       (Over)/underprovision of deferred tax in prior years (Note 26)       (231)               6
       (Over)/underprovision of income tax in prior years                   (821)              73
       Income tax expense for the period/year                             14,398            8,459

       Company

       Profit before taxation                                             19,738           23,202

       Taxation at Malaysian statutory tax rate of 26% (31.12.2007:
          27%)                                                             5,132            6,264
       Effect of expenses not deductible for tax purposes                    307              547
       Underprovision of income tax in prior years                             5                -
                                                                           5,444            6,811

       Tax savings during the period arising from:

                                                 Group                          Company
                                         1.1.2008      1.1.2007          1.1.2008     1.1.2007
                                               to            to                to           to
                                        28.2.2009    31.12.2007         28.2.2009   31.12.2007
                                          RM'000        RM'000            RM'000       RM'000

       Utilisation of previously
          unutilised tax losses             4,182           2,604               -                -




                                                     40

                                               B2-130
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 10.   Income tax expense (contd.)

       Prior to the year of assessment 2008, Malaysian companies adopted the full imputation
       system. In accordance with the Finance Act 2007 which was gazetted on 28 December 2007,
       companies shall not be entitled to deduct tax on dividend paid, credited or distributed to its
       shareholders, and such dividends will be exempted from tax in the hands of the shareholders
       ("single tier system"). However, there is a transitional period of six years, expiring on 31
       December 2013, to allow companies to pay franked dividends to their shareholders under
       limited circumstances. Companies also have an irrevocable option to disregard the 108
       balance and opt to pay dividends under the single tier system. The change in the tax
       legislation also provides for the 108 balance to be locked-in as at 31 December 2007 in
       accordance with Section 39 of the Finance Act 2007.

       The Company did not elect for the irrevocable option to disregard the 108 balance.
       Accordingly, during the transitional period, the Company may utilise the credit in the 108
       balance as at 28 February 2009 and 31 December 2007 to distribute cash dividend payments
       to ordinary shareholdings as defined under the Finance Act 2007. As at 28 February 2009, the
       Company has 108 balance of RM41,340,000 (31.12.2007: RM49,265,000).


 11.   Earnings per share

       Basic/Diluted

       Basic and diluted earnings per share amounts are calculated by dividing the profit for the year
       attributable to ordinary equity holders of the Company by the weighted average number of
       ordinary shares in issue during the period, excluding treasury shares held by the Company.
       The weighted average number of ordinary shares in issue during the period has been
       adjusted for the dilutive effects of all potential ordinary shares from the conversion of
       Irredeemable Convertible Preference Shares ("ICPS").

                                                                           1.1.2008         1.1.2007
                                                                                 to               to
                                                                          28.2.2009       31.12.2007
                                                                            RM'000           RM'000

       Profit attributable to ordinary equity holders of the Company
         including assumed conversion (RM'000)                               37,498           18,310

       Weighted average number of ordinary shares in issue ('000)           151,017          114,670
       Effects of dilution:
       Assumed conversion of ICPS ('000)                                     59,134           95,482
       Adjusted weighted average number of ordinary shares in issue
         and issuable ('000)                                                210,151          210,152

       Basic/diluted earnings per share (sen)                                   17.8              8.7




                                                   41

                                                B2-131
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 12.   Dividend

                                             Dividends in respect of   Dividends recognised in
                                                   period/year                period/year
                                              1.1.2008      1.1.2007    1.1.2008       1.1.2007
                                                    to            to          to             to
                                             28.2.2009    31.12.2007   28.2.2009     31.12.2007
                                               RM'000        RM'000      RM'000         RM'000

       Recognised in previous year:

       Dividend for 2007: 1.26 sen less
        27% taxation, on 36,459,703
        ICPS-B1 and ICPS- B2
        respectively (0.92 sen net per
        preference share)                              -        671            -              -
       Dividend for 2009: 1.26 sen on
        20,000 ICPS-B1 and 36,459,703
        ICPS-B2 respectively (1.26 sen
        net per preference share)                 460              -           -              -

       Declared by the Board of
         Directors (not recognised as
         at 31 December):
       Interim dividend for 2006: 2% less
         27% taxation on 113,198,750
         ordinary shares (1.46 sen net per
         ordinary share)                               -           -           -         1,653

       Proposed for approval at AGM
         (not recognised as at 31
         December):
       Final dividend for 2006: 6% less
         27% taxation on 113,227,521
         ordinary shares (4.38 sen net per
         ordinary share)                               -           -           -         4,959
       Final dividend for 2007: 4% less
         26% taxation on 150,355,507
         ordinary shares (2.96 sen net per
         ordinary share)                               -      4,450       4,450               -




                                                  42

                                               B2-132
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 12.   Dividend (contd.)

                                               Dividends in respect of            Dividends recognised in
                                                     period/year                         period/year
                                                1.1.2008      1.1.2007             1.1.2008       1.1.2007
                                                      to            to                   to             to
                                               28.2.2009    31.12.2007            28.2.2009     31.12.2007
                                                 RM'000        RM'000               RM'000         RM'000

       Recognised during the
         period/year:
       Interim dividend for 2007: 4% less
         26% taxation on 149,891,254
         ordinary shares (2.96 sen net per
         ordinary share)                                   -          4,440                -        4,440
       Interim dividend for 2009: 5% less
         26% taxation on 150,369,142
         ordinary shares (3.70 sen net per
         ordinary share)                            5,564                   -          5,564             -
       Interim dividend for 2009: 7% less
         25% taxation on 160,175,374
         ordinary shares (5.25 sen net per
         ordinary share)                           8,409                  -            8,409            -
                                                  14,433              9,561           18,423       11,052



                            The remainder of this page is intentionally left blank.




                                                      43

                                                  B2-133
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 13.   Property, plant and equipment

                                                                               Electrical
                                  * Land                  Capital Furniture installation
                                     and        Golf     work-in-        and     and air + Other
                               buildings      course    progress    fittings conditioner assets       Total
                                 RM'000       RM'000      RM'000    RM'000       RM'000 RM'000       RM'000
 Group
 At 28 February 2009

 Cost or valuation
 At 1 January 2008
   At cost                         23,450     39,935      14,035      15,229      3,376    28,310    124,335
   At valuation                     4,687          -           -           -          -         -      4,687
                                   28,137     39,935      14,035      15,229      3,376    28,310    129,022
 Additions                              -          -       2,749       1,520        349     1,242      5,860
 Disposals                           (125)         -           -           -         (4)     (799)      (928)
 Write off                              -          -           -         (17)       (36)     (293)      (346)
 Reclassification                       -          -        (952)        441         55       456          -
 Acquisition of subsidiaries
   (Note 18(d))                     5,642          -           -         797         61     2,024      8,524
 At 28 February 2009               33,654     39,935      15,832      17,970      3,801    30,940    142,132

 Representing:
 At cost                           29,092     39,935      15,832      17,970      3,801    30,940    137,570
 At valuation                       4,562          -           -           -          -         -      4,562
 At 28 February 2009               33,654     39,935      15,832      17,970      3,801    30,940    142,132

 Accumulated depreciation
  and impairment losses

 At 1 January 2008:
 Accumulated depreciation           7,968      6,034              -    6,644      2,924    18,888     42,458
 Accumulated impairment
     losses                         2,525     15,215          2,467        -          -         -     20,207
                                   10,493     21,249          2,467    6,644      2,924    18,888     62,665
 Depreciation charge
   for the period                     773        436              -    1,523        107     2,933      5,772
 Reversal of impairment
   losses ^                            (54)     (436)            -         -          -         -       (490)
 Adjustment #                            -         -            61         -          -         -         61
 Disposals                             (15)        -             -         -         (4)     (775)      (794)
 Write off                                         -             -        (7)       (16)     (247)      (270)
 Reclassification                        -         -             -        (3)         -         3          -
 Acquisition of subsidiaries
   (Note 18(d))                     1,487          -              -      540         57     1,736      3,820
 At 28 February 2009               12,684     21,249          2,528    8,697      3,068    22,538     70,764

 Representing:
 At cost                            9,623     21,249          2,528    8,697      3,068    22,538     67,703
 At valuation                       3,061          -              -        -          -         -      3,061
 At 28 February 2009               12,684     21,249          2,528    8,697      3,068    22,538     70,764

 ^ A reversal of impairment loss has been made to increase the carrying value of the golf course to its
   estimate recoverable amount based on indicative valuations provided by an independent firm of valuers.

 # It relates to impairment loss over reversed in prior year.
                                                         44

                                                       B2-134
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 13.   Property, plant and equipment (contd.)

                                                                          Electrical
                               * Land                Capital Furniture installation
                                  and     Golf      work-in-        and     and air + Other
                            buildings   course     progress    fittings conditioner assets       Total
                              RM'000    RM'000       RM'000    RM'000       RM'000 RM'000       RM'000

 Analysed as:
 Accumulated depreciation     10,213     6,470               -     8,697     3,068    22,538     50,986
 Accumulated impairment
   losses                      2,471    14,779          2,528          -         -         -     19,778
 At 28 February 2009          12,684    21,249          2,528      8,697     3,068    22,538     70,764

 Net carrying amount
 At cost                      19,469    18,686         13,304      9,273      733      8,402     69,867
 At valuation                  1,501         -              -          -        -          -      1,501
 At 28 February 2009          20,970    18,686         13,304      9,273      733      8,402     71,368

 Group
 At 31 December 2007

 Cost or valuation
 At 1 January 2007
   At cost                    25,518    39,935          24,767    14,820     3,614    25,669    134,323
   At valuation                4,687         -               -         -         -         -      4,687
                              30,205    39,935          24,767    14,820     3,614    25,669    139,010
 Additions                         -         -             970       647        75     3,056      4,748
 Disposals                    (2,068)        -         (10,517)        -         -      (312)   (12,897)
 Write off                         -         -              (5)     (238)     (313)   (1,283)    (1,839)
 Reclassification                  -         -          (1,180)        -         -     1,180          -
 At 31 December 2007          28,137    39,935          14,035    15,229     3,376    28,310    129,022

 Representing:
 At cost                      23,450    39,935         14,035     15,229     3,376    28,310    124,335
 At valuation                  4,687         -              -          -         -         -      4,687
 At 31 December 2007          28,137    39,935         14,035     15,229     3,376    28,310    129,022

 Accumulated depreciation
  and impairment losses

 At 1 January 2007:
 Accumulated depreciation      7,420     5,668               -     5,725     3,152    18,255     40,220
 Accumulated impairment
   losses                      2,572    15,581          2,528          -         -        77     20,758
                               9,992    21,249          2,528      5,725     3,152    18,332     60,978
 Depreciation charge
   for the year                  588       366               -     1,149       79      2,099      4,281
 Reversal of impairment
   losses                        (47)     (366)           (61)         -         -       (77)      (551)
 Disposals                       (40)        -              -          -         -      (312)      (352)
 Write off                         -         -              -       (230)     (307)   (1,154)    (1,691)
 At 31 December 2007          10,493    21,249          2,467      6,644     2,924    18,888     62,665



                                                  45

                                            B2-135
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 13.   Property, plant and equipment (contd.)

                                                                         Electrical
                             * Land                 Capital Furniture installation
                                and       Golf     work-in-        and     and air + Other
                          buildings     course    progress    fittings conditioner assets      Total
                            RM'000      RM'000      RM'000    RM'000       RM'000 RM'000      RM'000

 Representing:
 At cost                        7,615   21,249          2,467   6,644       2,924   18,888     59,787
 At valuation                   2,878        -              -       -           -        -      2,878
 At 31 December 2007           10,493   21,249          2,467   6,644       2,924   18,888     62,665

 Analysed as:
 Accumulated
   depreciation                 7,968    6,034              -   6,644       2,924   18,888     42,458
 Accumulated
   impairment losses            2,525   15,215          2,467       -           -        -     20,207
 At 31 December 2007           10,493   21,249          2,467   6,644       2,924   18,888     62,665

 Net carrying amount

 At cost                       15,835   18,686      11,568      8,585         452     9,422    64,548
 At valuation                   1,809        -           -          -           -         -     1,809
 At 31 December 2007           17,644   18,686      11,568      8,585         452     9,422    66,357

 +
       Other assets consist of renovations, plant, equipment, motor vehicles and others.

 * Land and buildings of the Group

                                                                Freehold
                                                                    land    Buildings          Total
                                                                 RM'000       RM'000          RM'000
 At 28 February 2009

 Cost or valuation

 At 1 January 2008
 At cost                                                           6,083       17,367         23,450
 At valuation                                                         81        4,606          4,687
                                                                   6,164       21,973         28,137
 Disposals                                                           (81)         (44)          (125)
 Acquisition of subsidiaries                                           -        5,642          5,642
 At 28 February 2009                                               6,083       27,571         33,654

 Representing:
 At cost                                                           6,083       23,009         29,092
 At valuation                                                          -        4,562          4,562
 At 28 February 2009                                               6,083       27,571         33,654




                                                   46

                                                 B2-136
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 13.   Property, plant and equipment (contd.)

 * Land and buildings of the Group

                                                     Freehold
                                                         land   Buildings    Total
                                                      RM'000      RM'000    RM'000
 Accumulated depreciation
  and impairment losses

 At 1 January 2008:
  Accumulated depreciation                                 -       7,968     7,968
  Accumulated impairment losses                          592       1,933     2,525
                                                         592       9,901    10,493
 Depreciation charge for the period                        -         773       773
 Reversal of impairment losses                             -         (54)      (54)
 Acquisition of subsidiaries                               -       1,487     1,487
 Disposals                                                 -         (15)      (15)
 At 28 February 2009                                     592      12,092    12,684

 Representing:
 At cost                                                 592       9,031     9,623
 At valuation                                              -       3,061     3,061
 At 28 February 2009                                     592      12,092    12,684

 Analysed as:
 Accumulated depreciation                                  -      10,213    10,213
 Accumulated impairment losses                           592       1,879     2,471
 At 28 February 2009                                     592      12,092    12,684

 Net carrying amount

 At cost                                                5,491     13,978    19,469
 At valuation                                               -      1,501     1,501
 At 28 February 2009                                    5,491     15,479    20,970




                                                47

                                           B2-137
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 13.   Property, plant and equipment (contd.)

 * Land and buildings of the Group

                                                     Freehold
                                                         land    Buildings     Total
                                                      RM'000       RM'000     RM'000
 At 31 December 2007

 Cost or valuation

 At 1 January 2007
 At cost                                                6,999       18,519    25,518
 At valuation                                              81        4,606     4,687
                                                        7,080       23,125    30,205
 Disposals                                               (916)      (1,152)   (2,068)
 At 31 December 2007                                    6,164       21,973    28,137

 Representing:
 At cost                                                6,083       17,367    23,450
 At valuation                                              81        4,606     4,687
 At 31 December 2007                                    6,164       21,973    28,137

 Accumulated depreciation
  and impairment losses

 At 1 January 2007:
  Accumulated depreciation                                 -         7,420     7,420
  Accumulated impairment losses                          592         1,980     2,572
                                                         592         9,400     9,992
 Depreciation charge for the year                          -           588       588
 Reversal of impairment losses                             -           (47)      (47)
 Disposals                                                 -           (40)      (40)
 At 31 December 2007                                     592         9,901    10,493

 Representing:
 At cost                                                 592         7,023     7,615
 At valuation                                              -         2,878     2,878
 At 31 December 2007                                     592         9,901    10,493

 Analysed as:
 Accumulated depreciation                                  -         7,968     7,968
 Accumulated impairment losses                           592         1,933     2,525
 At 31 December 2007                                     592         9,901    10,493

 Net carrying amount

 At cost                                                5,491       10,344    15,835
 At valuation                                              81        1,728     1,809
 At 31 December 2007                                    5,572       12,072    17,644



                                                48

                                           B2-138
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 13.    Property, plant and equipment (contd.)

                                                                                     Furniture,
                                                                               fittings, office
                                                                                    equipment
 Company                                                   Renovations         and computer        Total
                                                               RM'000                  RM'000     RM'000
 At 28 February 2009

 Cost

 At 1 January 2008 and 28 February 2009                                   -                 91        91

 Accumulated depreciation

 At 1 January 2008 and 28 February 2009                                   -                 91        91

 Net carrying amount                                                      -                   -        -

 At 31 December 2007

 Cost
 At 1 January 2007                                                        2                 96        98
 Write off                                                               (2)                (5)       (7)
 At 31 December 2007                                                      -                 91        91

 Accumulated depreciation
 At 1 January 2007                                                        2                 96        98
 Write off                                                               (2)                (5)       (7)
 At 31 December 2007                                                      -                 91        91

 Net carrying amount                                                      -                   -        -


                           The remainder of this page is intentionally left blank.




                                                     49

                                                 B2-139
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 13.   Property, plant and equipment (contd.)

 (a)   The land and buildings of the Group were revalued in 1991 by the directors based on
       valuations by independent professional valuers on a fair market value basis in 1990 and as
       revised by the Government Valuers.

       Had the land and buildings been carried at historical cost, the carrying amount that would
       have been in the financial statements as at the end of the period/year would be as follows:

                                                                                  Group
                                                                          28.2.2009    31.12.2007
                                                                            RM'000        RM'000

       Freehold land                                                              -               35
       Buildings                                                                233              407
                                                                                233              442

 (b)   During the period, the Group acquired property, plant and equipment at aggregate costs of
       RM5,860,000 (31.12.2007: RM4,748,000) of which RM200,000 (31.12.2007: RM496,000)
       were acquired by means of hire purchase and finance lease arrangements. Net carrying
       amounts of property, plant and equipment held under hire purchase and finance lease
       arrangements are as follows:

                                                                                  Group
                                                                          28.2.2009    31.12.2007
                                                                            RM'000        RM'000

       Motor vehicles                                                           779              700
       Plant and equipment                                                      136              155
                                                                                915              855

 (c)   The net carrying amounts of property, plant and equipment pledged as securities for
       borrowings (Note 24) are as follows:

                                                                                   Group
                                                                          28.2.2009    31.12.2007
                                                                            RM'000        RM'000

       Freehold land                                                          2,050            2,050
       Buildings                                                              7,313            3,792
                                                                              9,363            5,842




                                                  50

                                               B2-140
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 14.   Land held for property development

                                                          Freehold     Development
                                                              land      expenditure        Total
                                                           RM'000           RM'000        RM'000
       Group

       At 28 February 2009

       Cost
       At 1 January 2008 and 28 February 2009                14,350               956      15,306

       Accumulated impairment losses
       At 1 January 2008                                      2,334                  -      2,334
       Impairment losses for the period * (Note 8)              200                  -        200
                                                              2,534                  -      2,534

       Carrying amount at 28 February 2009                   11,816               956      12,772

       Group

       At 31 December 2007

       Cost
       At 1 January 2007 and 31 December 2007                14,350               956      15,306

       Accumulated impairment losses
       At 1 January 2007 and 31 December 2007                 2,334                  -      2,334

       Carrying amount at 31 December 2007                   12,016               956      12,972

       *   An impairment loss has been made to reduce the net carrying amount of freehold land to
           its estimated recoverable amount based on indicative valuations on a fair market value
           basis as provided by an independent firm of valuers.


 15.   Biological assets

                                                                                 Group
                                                                        28.2.2009    31.12.2007
                                                                          RM'000        RM'000
       At cost
       At 1 January                                                         1,400                -
       Additions                                                              379            1,400
       At 28 February 2009/31 December 2007                                 1,779            1,400

       As at 28 February 2009, the biological assets have not reached maturity, hence amortisation
       has not commenced.




                                                     51

                                               B2-141
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 16.   Prepaid land lease payments

                                                                                 Group
                                                                        28.2.2009    31.12.2007
                                                                          RM'000        RM'000

       At 1 January                                                         5,977              6,214
       Acquisition of subsidiaries (Note 18(d))                             7,970                  -
       Amortisation for the period/year (Note 8)                             (553)              (237)
       At 28 February 2009/31 December 2007                                13,394              5,977

       Analysed as:
       Long leasehold land                                                   3,435             3,580
       Short leasehold land                                                  9,959             2,397
                                                                            13,394             5,977

       (a) The net carrying amounts of leasehold lands pledged as securities for borrowings
           are as follows:

                                                                                 Group
                                                                        28.2.2009    31.12.2007
                                                                          RM'000        RM'000

              Short leasehold land (Note 24)                                 5,589                  -


 17.   Goodwill

                                                                                 Group
                                                                        28.2.2009    31.12.2007
                                                                          RM'000        RM'000
       Cost

       At 1 January 2008                                                        -                   -
       Acquisition of subsidiaries (Note 18(d))                            20,114                   -
       Acquisition of minority interests                                    1,054                   -
       At 28 February 2009                                                 21,168                   -

       Impairment tests for goodwill

       Allocation of goodwill

       Goodwill has been allocated to the Group's cash generating unit ("CGU") identified
       according to business segment as follows:

                                                                                            28.2.2009
                                                                                              RM'000

       Trading of duty free goods and non-dutiable merchandise                                20,114
       Property and hospitality                                                                1,054
       Total                                                                                  21,168


                                                    52

                                                  B2-142
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 17.   Goodwill (contd.)

       Key assumptions used in value-in-use calculations

       The recoverable amount of the CGU is determined based on value-in-use calculations
       using cash flow projections based on financial forecasts and its key assumptions approved
       by management covering a 5-year period with a growth rate of approximately 5%.

       Key assumptions and management's approach to determine the values assigned to each
       key assumption are as follows:

       (i)     Budgeted gross margin

               The basis used to determine the value assigned to the budgeted gross margins is
               the average gross margin achieved in the year immediately before the budgeted
               year increased for expected efficiency improvements. The budgeted gross margin
               for trading of duty free goods and non-dutiable merchandise segment is
               approximately 11% whereas for property and hospitality segment, it is approximately
               64%.

       (ii)    Selling price

               The selling price used to calculate the cash inflows from operations was determined
               after taking into consideration price trends of the industries which the CGUs are
               exposed. Values assigned are consistent with the external sources of information.

       (iii)   Discount rate

               The discount rate applied to the cash flow projections of 11.4% is based on the
               weighted average cost of capital of the Group.

       Sensitivity to changes in assumptions

       With regard to the assessment of value-in-use of all CGUs, management believes that no
       reasonable change in any of the above key assumptions would cause the carrying value of
       the units to materially exceed their recoverable amounts.


 18.   Investments in subsidiaries

                                                                                 Company
                                                                          28.2.2009   31.12.2007
                                                                            RM'000       RM'000

       Unquoted shares at cost                                               74,305           34,070
       Less: Accumulated impairment losses                                  (14,070)         (14,070)
                                                                             60,235           20,000




                                                  53

                                               B2-143
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 18.   Investments in subsidiaries (contd.)

       (a) Details of the subsidiaries as at 28 February 2009 are as follows:

                                           Proportion of
                                        ownership interest
       Name of subsidiaries            28.2.2009 31.12.2007      Principal activities
                                              %           %
       Incorporated in Malaysia:
       DFZ Trading Sdn. Bhd.              100.00        100.00   Investment holding, provision of
                                                                   computer related and
                                                                   management services.
       Orchard Boulevard Sdn.             100.00        100.00   Investment holding and resort
         Bhd.                                                      development.
       Selasih Ekslusif Sdn. Bhd.         100.00        100.00   Retailing of duty free merchandise
                                                                  and operation of a supermarket
                                                                  and department store.
       Winner Prompt Sdn. Bhd.            100.00        100.00   Licensed distributor and wholesaler
                                                                   of duty free merchandise.
       DFZ Asia Sdn. Bhd.                 100.00        100.00 Investment holding.
       Emas Kerajang Sdn. Bhd.*           100.00             -   Retailing of duty free and non
                                                                  dutiable merchandise.
       Held through DFZ Trading Sdn. Bhd.
       Incorporated in Malaysia:
       DFZ Duty Free Supplies             100.00        100.00 Wholesaler and distributor of duty
         Sdn. Bhd.                                              free and non-dutiable merchandise.
       Cergasjaya Sdn. Bhd.               100.00        100.00 Wholesaler and retailer of duty free
                                                                and non-dutiable merchandise.
       Jelita Duty Free Supplies          100.00        100.00 Wholesaler and distributor of duty
          Sdn. Bhd.                                             free and non-dutiable
                                                                merchandise.
       Jasa Duty Free Sdn. Bhd.           100.00        100.00 Retailer of duty free and non-
                                                                 dutiable merchandise.
       DFZ (M) Sdn. Bhd.                  100.00        100.00 Retailer of duty free and non-
                                                                 dutiable merchandise.
       DFZ Emporium Sdn. Bhd.             100.00        100.00 Retailer of duty free and non-
                                                                 dutiable merchandise.
       DFZ Duty Free (Langkawi)           100.00        100.00 Retailer of duty free and non-
         Sdn. Bhd.                                               dutiable merchandise.
       Wealthouse Sdn. Bhd.               100.00         75.00 Retailer of duty free and non-
                                                                 dutiable merchandise.
       Melaka Duty Free Sdn. Bhd.          51.00         51.00 Retailer of duty free and non-
                                                                 dutiable merchandise.

                                                   54

                                               B2-144
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 18.   Investments in subsidiaries (contd.)

                                         Proportion of
                                      ownership interest
       Name of subsidiaries          28.2.2009 31.12.2007       Principal activities
                                            %           %

       Media Zone Sdn. Bhd.            100.00          100.00 Advertising, promotion activities and
                                                                investment holding.

       DFZ Tours & Travel Sdn.         100.00          100.00 Investment holding, tours and travel
         Bhd.                                                    activities.

       Held through Orchard Boulevard Sdn. Bhd.

       Incorporated in Malaysia:

       Gold Vale Development Sdn.      100.00          100.00 Property development.
         Bhd.

       Radiant Ranch Sdn. Bhd.         100.00          100.00 Resort development.

       Cerah Menang (M) Sdn.           100.00          100.00 Resort development.
         Bhd.                                                 Temporarily ceased operations.

       Black Forest Golf and           100.00          100.00 Golf and country club operator.
          Country Club Sdn. Bhd.
       Cergasjaya Properties Sdn.      100.00          100.00 Resort development and properties
         Bhd.                                                   management and cultivation of oil
                                                                palm.
       Kelana Megah Sdn. Bhd.          100.00           85.30 Resort development and operating
                                                                of duty free complex and hotel.
       Held through DFZ Tours & Travel Sdn. Bhd.

       Incorporated in Malaysia:

       Fleet Car Hire & Tours Sdn.     100.00          100.00 Hire and drive services and tour
         Bhd.                                                    activities.
       Held through DFZ Emporium Sdn. Bhd.
       Incorporated in Indonesia:

       PT. DFZ Indon *                   99.00          99.00 Management consulting. Ceased
                                                                operation.
       Held through DFZ Asia Sdn. Bhd.

       Incorporated in Indonesia:
       PT. DFZ Indon *                    1.00           1.00 Management consulting. Ceased
                                                                operation.

                                                 55

                                              B2-145
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 18.   Investments in subsidiaries (contd.)

                                             Proportion of
                                          ownership interest
       Name of subsidiaries              28.2.2009 31.12.2007       Principal activities
                                                %           %

       Held through Emas Kerajang Sdn. Bhd.

       Incorporated in Malaysia:

       Front Top (M) Sdn. Bhd. *           100.00                - Retailing of duty free and non
                                                                     dutiable merchandise.

       *   Audited by firms other than Ernst & Young.

       (b) Dissolution of subsidiary

           On 18 June 2008, Duty Free People Pty. Ltd., a subsidiary of DFZ Group incorporated in
           Australia with 75% equity interest, has been deregistered after getting approval from the
           Australian Securities & Investments Commission. The subsidiary was previously reported
           as dormant since incorporation. The dissolution had no significant effects on the financial
           position of the Group as at the end of the current period.

       (c) Acquisition of minority interests in subsidiaries

           During the current period, the Group has acquired additional 25% and 14.7% equity
           interests in Wealthouse Sdn. Bhd. (“WSB”) and Kelana Megah Sdn. Bhd. (“KMSB”)
           respectively. Thus, WSB and KMSB have become wholly owned subsidiaries. This
           resulted in additional goodwill of RM1,054,000 as disclosed in Note 17.

       (d) Acquisition of subsidiaries

           On 8 January 2008, the Company has completed its acquisition on the entire equity
           interest in Emas Kerajang Sdn Bhd and its wholly owned subsidiary, Front Top Sdn. Bhd.
           from the holding company, Atlan Holdings Bhd..

           The cost of acquisition comprised the following:

                                                                                            RM'000

           Purchase consideration satisfied by cash                                          40,000
           Costs attributable to the acquisition, paid in cash                                  235
           Total cost of acquisition                                                         40,235

           The acquired subsidiaries have contributed the following results to the Group:

                                                                                            RM'000

           Revenue                                                                          169,056
           Profit for the period                                                              7,291

                                                    56

                                                 B2-146
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 18.   Investments in subsidiaries (contd.)

       (d) Acquisition of subsidiaries (contd.)

          If the acquisition had occurred on 1 January 2008, there would have been no significant
          impact on the Group’s revenue and profit for the period.

          The assets and liabilities arising from the acquisitions are as follows:

                                                                      Fair value
                                                                     recognised      Acquiree's
                                                                              on       carrying
                                                                     acquisition        amount
                                                                         RM'000         RM'000

          Property, plant and equipment (Note 13)                          4,704         4,292
          Prepaid land lease payments (Note 16)                            7,970         5,726
          Inventories                                                      5,692         5,692
          Trade and other receivables                                     16,198        16,198
          Cash and bank balances                                           8,134         8,134
                                                                          42,698        40,042

          Trade and other payables                                        17,866        17,866
          Borrowings                                                       1,607         1,607
          Tax payable                                                         35            35
          Deferred tax liabilities (Note 26)                               3,069         1,250
                                                                          22,577        20,758

          Cash and cash equivalents comprise:

          Cash and bank balances                                            8,134
          Bank overdrafts                                                  (1,507)
          Total cash and cash equivalents                                   6,627

                                                                                        RM'000

          Fair value of net assets                                                      20,121
          Goodwill on acquisition (Note 17)                                             20,114
          Total cost of acquisition                                                     40,235

          The cash inflow on acquisition is as follows:

          Purchase consideration satisfied by cash                                      40,000
          Costs attributable to the acquisition, paid in cash                              235
          Total cash outflow of the Company                                             40,235
          Cash and cash equivalents of subsidiaries acquired                            (6,627)
          Net cash outflow of the Group                                                 33,608

       There were no acquisitions in the financial year ended 31 December 2007 and subsequent
       to 28 February 2009.



                                                    57

                                                  B2-147
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 19.   Trade and other receivables

                                                      Group                          Company
                                             28.2.2009    31.12.2007         28.2.2009   31.12.2007
                                               RM'000        RM'000            RM'000       RM'000
       Current

       Trade receivables
       Third parties                            15,850           25,231                -                   -
       Provision for doubtful debts             (6,337)          (6,607)               -                   -
       Trade receivables, net                    9,513           18,624                -                   -

       Other receivables
       Due from ultimate holding
        company                                       -            9,181              -                4
       Due from subsidiaries                          -                -        634,752          649,906
       Provision for doubtful debts                   -                -       (570,290)        (571,206)
                                                      -            9,181         64,462           78,704
       Due from a main contractor for
         late delivery claims                    3,519            3,519               -                -
       Deposits                                  5,210            5,400               4                4
       Prepayments                               6,075            5,317              64            2,376
       Staff loans                                 308              294               -                -
       Sundry receivables                        3,807            3,412               8                -
       Provision for doubtful debts            (10,072)          (6,328)              -                -
                                                 8,847           11,614              76            2,380
                                                 8,847           20,795          64,538           81,084
                                                18,360           39,419          64,538           81,084

       Non-current
       Other receivables
       Staff loans                                 714               870               -                   -

       Analysis of staff loans:
       Not later than 1 year                       308               294               -                   -
       Later than 1 year and not later
        than 2 years                               237               266               -                   -
       Later than 2 years and not later
        than 5 years                               475               538               -                   -
       Later than 5 years                            2                66               -                   -
                                                 1,022             1,164               -                   -

       (a)   Credit risk

             i.   The Group's primary exposure to credit risk arises through its trade receivables.
                  The Group's trading terms with its customers are on cash and credit. The Group's
                  normal trade credit terms range from 30 to 90 days (31.12.2007: 30 to 90 days).
                  Other credit terms are assessed and approved on a case-by-case basis. Overdue
                  balances are reviewed regularly by senior management. In view of the
                  aforementioned and the fact that the Group’s trade receivables relate to a large
                  number of diversified customers, there is no significant concentration of credit risk.
                  Trade receivables are non-interest bearing.
                                                     58

                                                  B2-148
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 19.   Trade and other receivables (contd.)

       (a)   Credit risk (contd.)

             ii.   Included in trade receivables are balances due from the following related parties:

                                                                                     Group
                                                                            28.2.2009    31.12.2007
                                                                              RM'000        RM'000

                   Tenggara Senandung Sdn. Bhd. *, a subsidiary of the
                     ultimate holding company                                      331              411
                   Atlan Holdings Bhd., previously a corporate
                     shareholder of Naluri Corporation Berhad                          -                18
                   Naluri Properties Sdn. Bhd. *, a subsidiary of the
                     ultimate holding company                                       10                   -
                   Atlan Management Sdn. Bhd., a subsidiary of the
                     ultimate holding company                                          1                 -
                   Emas Kerajang Sdn. Bhd., a company in which its
                     holding company, Atlan Holdings Bhd., is a corporate
                     shareholder of Naluri Corporation Berhad                          -          13,066

             iii. Included in sundry receivables are balances due from the following parties:

                                                                                           Group
                                                                            28.2.2009         31.12.2007
                                                                              RM'000             RM'000
                   Subsidiaries of Atlan Holdings Bhd.:
                     Tenggara Senandung Sdn. Bhd. *                                 41                  23
                     Naluri Properties Sdn. Bhd. *                                   -                   1
                   Atlan Holdings Bhd.                                               -                   9

                   * In previous year, the companies are held by Naluri Corporation Berhad.

       (b)   Amount due from related companies

             The amounts due from ultimate holding company and subsidiaries are advances,
             which are unsecured, non-interest bearing and are repayable on demand.

             Further details on related party transactions are disclosed in Note 32.

             Other information on financial risks of other receivables is disclosed in Note 33.




                                                     59

                                                 B2-149
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 20.   Inventories

                                                                                       Group
                                                                           28.2.2009      31.12.2007
                                                                             RM'000          RM'000
       At cost:
       Trading goods                                                          77,467           36,574
       Food and beverage                                                         915              901
       Consumables                                                               332              335
       Completed development properties                                          302              302
                                                                              79,016           38,112

       The cost of inventories recognised as an expense during the period amounted to
       RM371,027,000 (31.12.2007: RM180,716,000).


 21.   Cash and bank balances

                                                  Group                            Company
                                         28.2.2009    31.12.2007           28.2.2009   31.12.2007
                                           RM'000        RM'000              RM'000       RM'000

       Cash on hand and at banks            11,127           22,183              395                 85
       Deposits with licensed banks         44,386           30,007                -                 19
                                            55,513           52,190              395                104

       Deposits with licensed banks of the Group amounting to RM9,209,000 (31.12.2007:
       RM7,303,000) are pledged to banks for credit facilities granted to certain subsidiaries as
       disclosed in Note 24.

       Other information on financial risks of cash and cash equivalents are disclosed in Note 33.

       For the purpose of the cash flow statements, cash and cash equivalents comprise the
       following as at the balance sheet date:

                                                  Group                          Company
                                         28.2.2009    31.12.2007         28.2.2009   31.12.2007
                                           RM'000        RM'000            RM'000       RM'000

       Cash and bank balances               55,513           52,190            395              104
       Less: pledged deposits with
        licensed banks                      (9,209)          (7,303)             -                -
       Total cash and cash equivalents      46,304           44,887            395              104




                                                  60

                                               B2-150
         104556 X

         DFZ Capital Berhad
         (Incorporated in Malaysia)


         22.    Share capital and treasury shares

         Group and Company

                                 Number of
                                  ordinary             Number of irredeemable
                               shares of RM1         convertible preference shares                                        Amount
                                    each               ("ICPS") of RM0.10 each
                                                                                                       Irredeemable convertible preference
                                                                                                               shares ("ICPS")
                                                                                        Ordinary
                                       Ordinary                                            shares
                                          shares                                          (Issued                                                           Total
                                    (Issued and                                               and                                                           share
                                      fully paid) ICPS-A    ICPS-B1     ICPS-B2 ICPS-C fully paid)    ICPS-A ICPS-B1 ICPS-B2        ICPS-C     Subtotal    capital




B2-151
                                             '000    '000       '000        '000   '000   RM'000      RM'000 RM'000 RM'000          RM'000      RM'000     RM'000

         At 1 January 2007              113,200   17,291     36,460      36,460   22,472    113,200    1,729     3,646     3,646     2,247      11,268     124,468
         Ordinary shares issued
             during the year:
         Conversion of preference
             shares                      36,695   (3,057)    (36,417)         -        -     36,695     (305)   (3,642)        -          -      (3,947)    32,748
         At 31 December 2007 and
             1 January 2008             149,895   14,234         43      36,460   22,472    149,895    1,424         4     3,646     2,247        7,321    157,216
         Ordinary shares issued
             during the period:
         Conversion of preference
             shares                      11,304   (6,223)        (23)       (24) (10,691)    11,304     (623)       (2)       (2)    (1,069)     (1,696)     9,608
         At 28 February 2009            161,199    8,011          20     36,436 11,781      161,199      801         2     3,644      1,178       5,625    166,824
                                                                                                                                                                        31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010
                                                                                                                                                                       APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
                                                                                                                                                                     COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED




                                                                                  61
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 22.   Share capital and treasury shares (contd.)

                                          Number of shares                       Amount
                                        1.1.2008      1.1.2007           1.1.2008      1.1.2007
                                               to            to                to            to
                                       28.2.2009    31.12.2007          28.2.2009    31.12.2007
                                             '000          '000           RM'000        RM'000
       Authorised share capital
       Ordinary shares of RM1.00
        each                             900,000            900,000       900,000          900,000

       Preference shares of
        RM0.10 each                    1,000,000          1,000,000       100,000          100,000
       Total                           1,900,000          1,900,000     1,000,000        1,000,000

       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. All ordinary
       shares rank equally with regard to the Company's residual assets.

       (a)   Irredeemable convertible preference shares ("ICPS")

             The ICPS are constituted pursuant to the restructuring plan of the Group.

             The main features of the ICPS are as follows:

             (i)     Each registered holder of ICPS-A, ICPS-B1, ICPS-B2 and ICPS-C shall have
                     the right to convert such amount of ICPS-A, ICPS-B1, ICPS-B2 and ICPS-C
                     held into fully paid-up ordinary shares of the Company at any time during the
                     Conversion Period.

             (ii)    The conversion of ICPS-A into new ordinary shares of the Company at a
                     conversion price of RM1.10 each shall be satisfied by tendering the equivalent
                     par value of the ICPS-A for every one new ordinary share.

             (iii)   The conversion of ICPS-B1, ICPS-B2 or ICPS-C shall be by tendering one unit
                     of ICPS-B1, ICPS-B2 or ICPS-C respectively for conversion into new ordinary
                     shares of the Company of which RM0.10 is paid up. The remaining RM0.90
                     shall be paid up from the share premium reserve of the Company.

             (iv)    The holders of ICPS-A will have the right to convert the ICPS into new ordinary
                     shares of the Company at any time during the tenure of the ICPS-A. The
                     holders of ICPS-B1 will have the right to convert the ICPS into new ordinary
                     shares of the Company from the third anniversary date of its issuance. The
                     holders of ICPS-B2 and ICPS-C will have the right to convert the ICPS into new
                     ordinary shares of the Company from the fourth anniversary date of their first
                     issuance.

                     Unless previously converted, all outstanding ICPS-A, ICPS-B1, ICPS-B2 or
                     ICPS-C will be mandatorily converted on the immediate day before the fifth
                     anniversary of the date of the first issuance.




                                                     62

                                                   B2-152
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 22.   Share capital and treasury shares (contd.)

       (a)   Irredeemable convertible preference shares ("ICPS") (contd.)

             (v)       The Company shall maintain sufficient Share Premium Reserve of up to
                       RM85,853,000 at all times to allow the conversion of outstanding ICPS-B1,
                       ICPS-B2 or ICPS-C into new ordinary shares of the Company.

             (vi)      The ICPS-A rank pari passu with the ICPS-B1 and ICPS-B2 but shall rank in
                       priority to the ICPS-C and ordinary shares in respect of return of capital on
                       liquidation or otherwise for the par value of the ICPS-A provided that there shall
                       be no further right to participate in the surplus assets or profits of the Company.

             (vii)     The ICPS-B1 and ICPS-B2 shall carry a cumulative dividend of 1.26 sen per
                       ICPS-B1 and ICPS-B2, payable annually over the tenure of ICPS-B1 and
                       ICPS-B2 at the end of each financial year, commencing on the second
                       anniversary of the date of first issuance, subject to the Company having
                       sufficient profit to declare dividend. Such rights to the cumulative dividends
                       which have not been declared shall be extinguished upon the conversion of
                       ICPS-B1 or ICPS-B2 into new ordinary shares of the Company.

                       No dividend is distributable to ICPS-A and ICPS-C prior to the conversion into
                       ordinary shares of the Company.

             (viii)    The new ordinary shares of the Company to be issued pursuant to the
                       conversion of the ICPS-A, ICPS-B1, ICPS-B2 or ICPS-C shall, upon allotment
                       and issue, rank pari passu in all respect with the existing ordinary shares of the
                       Company, save and except that they will not be entitled to any dividend or
                       distributions made prior to the conversion date.

       (b)   Employees' Share Option Scheme ("ESOS")

             The Company implemented an ESOS which is governed by the by-laws approved by
             the shareholders at Extraordinary General Meetings held on 8 April 2003 and 21
             September 2004.

             The salient features of the ESOS are as follows:

             (i)      Eligible persons are employees of the Group (including directors) who have
                      attained the age of 18 years, have been confirmed in the employment of the
                      Group and are employed full time by and on the payroll of a company within the
                      Group. The eligibility for participation in the ESOS shall be at the discretion of
                      the Options Committee appointed by the Board of Directors.

                      In the case of directors, major shareholders or persons connected with directors
                      or major shareholders of the Group, their specific entitlement under the Scheme
                      shall be approved by the shareholders of the Company in a general meeting.

             (ii)     The total number of shares to be offered shall not exceed in aggregate 15% of
                      the total issued share capital of the Company at any point of time during the
                      tenure of the ESOS, which shall be in force for a period of five years.



                                                      63

                                                   B2-153
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 22.   Share capital and treasury shares (contd.)

       (b)   Employees' Share Option Scheme ("ESOS") (contd.)

             (iii)   Not more than 50% of new shares of the Company available under the Scheme
                     should be allocated in aggregate to the director and senior management of the
                     Company and not more than 10% of new shares of the Company available under
                     the Scheme should be allocated to any individual director or employee who, either
                     singly or collectively through persons connected with him, holds 20% or more in
                     the issued and paid-up capital of the Company.

             (iv)    The option price for each share shall be subject to a discount of not more than 10%
                     from the 5 day weighted average market price of the shares of the Company
                     immediately preceding the offer date, or the par value of the shares of the
                     Company of RM1, whichever is the higher.

             (v)     No option shall be granted for less than 100 shares to any eligible employee and
                     shall always be in multiples of 100 shares.

             (vi)    An option granted under the ESOS shall be capable of being exercised by the
                     grantee by notice in writing to the Company before the expiry of five years from the
                     date of the offer or such shorter period as may be specified in such offer.

             (vii) The new shares to be issued upon any exercise of the option shall, upon allotment
                   and issuance, rank pari passu in all respects with the existing shares of the
                   Company save and except that the new shares will not be entitled to any
                   dividends, rights, allotments and/ or other distributions where the entitlement date
                   precedes the date of allotment of the new shares. The option shall not carry any
                   rights to vote at any general meeting of the Company.

             (viii) The non-executive directors of the Group who have been granted options shall not
                    sell, transfer or assign the new ordinary shares of the Company obtained through
                    the exercise of the options offered to him under the ESOS within one year from the
                    date of offer of such options.

             There were no ESOS granted during the current period or previous financial years.

       (c)   Treasury shares

             This amount relates to the acquisition cost of treasury shares.

             The shareholders of the Company, by a special resolution passed in an annual general
             meeting held on 26 June 2007 approved the Company's plan to repurchase its own
             ordinary shares. The directors of the Company believe that the repurchase plan can be
             applied in the best interest of the Company and its shareholders.

             During the period, the Company repurchased 500 and 500 of it issued ordinary shares
             from the open market at an average price of RM4.72 and RM4.00 per share
             respectively. The total consideration paid for the repurchase was RM4,446, comprising
             of consideration paid amounting to RM4,360 and transaction costs of RM86. The
             repurchase transactions were financed by internally generated funds. The shares
             repurchased are being held as treasury shares in accordance with Section 67A of the
             Companies Act, 1965.
                                                     64

                                                  B2-154
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 22.   Share capital and treasury shares (contd.)

       (c)   Treasury shares (contd.)

             Of the total of 161,199,458 (31.12.2007: 149,895,155) issued and fully paid ordinary
             shares as at 28 February 2009, 13,800 (31.12.2007: 12,800) are held as treasury
             shares by the Company. As at 28 February 2009, the number of outstanding ordinary
             shares in issue after the setoff is therefore 161,185,658 (31.12.2007: 149,882,355)
             ordinary shares of RM1 each.


 23.   Foreign currency translation reserve

       The foreign currency translation reserve is used to record exchange differences arising
       from the translation of the financial statements of foreign operations whose functional
       currencies are different from that of the Group's presentation currency.


 24.   Borrowings

                                                  Group                        Company
                                         28.2.2009    31.12.2007       28.2.2009   31.12.2007
                                           RM'000        RM'000          RM'000       RM'000
       Short term borrowings
       Secured:
       Bankers' acceptances                 5,982            3,578              -               -
       Term loans                          35,000           15,000         35,000          15,000
       Hire purchase and finance lease
         liabilities (Note 25)                287              218              -               -
       Interest payable                       166              831            166             831
                                           41,435           19,627         35,166          15,831

       Unsecured:
       Interest payable                        80               80              -               -
                                           41,515           19,707         35,166          15,831

       Long term borrowings
       Secured:
       Term loans                          24,000           24,000         24,000          24,000
       Hire purchase and finance lease
        liabilities (Note 25)                 511              614              -               -
                                           24,511           24,614         24,000          24,000

       Total borrowings
       Bankers' acceptances                 5,982            3,578              -               -
       Term loans                          59,000           39,000         59,000          39,000
       Hire purchase and finance lease
        liabilities (Note 25)                 798              832              -               -
                                           65,780           43,410         59,000          39,000
       Interest payable                       246              911            166             831
                                           66,026           44,321         59,166          39,831

                                                 65

                                               B2-155
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 24.   Borrowings (contd.)

                                                   Group                        Company
                                          28.2.2009    31.12.2007       28.2.2009   31.12.2007
                                            RM'000        RM'000          RM'000       RM'000

       Maturity of borrowings
        (excluding hire purchase
        and finance lease liabilities)
       Not later than 1 year                 41,228           19,489        35,000           15,000
       Later than 2 years and not later
        than 5 years                         24,000           24,000        24,000           24,000

       The borrowings are secured by way of:

       x fixed charges on certain properties of the Group with a carrying amount of
         RM14,952,000 (31.12.2007: RM5,842,000);
       x deposits with licensed banks amounting to RM9,209,000 (31.12.2007: RM7,303,000);
       x fixed and floating charges over the property, plant and equipment of certain subsidiaries;
         and
       x corporate guarantee from the Company and ultimate holding company.

       Other information on financial risks of borrowings are disclosed in Note 33.


 25.   Hire purchase and finance lease liabilities

                                                                                      Group
                                                                        28.2.2009        31.12.2007
                                                                          RM'000            RM'000
       Future minimum lease payments:
       Not later than 1 year                                                   329              266
       Later than 1 year and not later than 2 years                            231              262
       Later than 2 years and not later than 5 years                           321              378
       Later than 5 years                                                        5               39
       Total future minimum lease payments                                     886              945
       Less: future finance charges                                            (88)            (113)
       Present value of finance lease liabilities (Note 24)                    798              832

       Analysis of present value of finance lease liabilities:
       Not later than 1 year                                                   287              218
       Later than 1 year and not later than 2 years                            205              231
       Later than 2 years and not later than 5 years                           301              346
       Later than 5 years                                                        5               37
                                                                               798              832
       Less: Amount due within 12 months (Note 24)                            (287)            (218)
       Amount due after 12 months (Note 24)                                    511              614




                                                   66

                                                 B2-156
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 25.   Hire purchase and finance lease liabilities (contd.)

       The Group has hire purchase contracts on property, plant and equipment (see Note 13(b)).
       There are no restrictions placed upon the Group by entering into these leases.

       Other information on financial risks of hire purchase and finance lease liabilities are
       disclosed in Note 33.


 26.   Deferred tax

                                                                                        Group
                                                                           28.2.2009       31.12.2007
                                                                             RM'000           RM'000

       At 1 January                                                              954              1,000
       Acquisition of subsidiaries (Note 18(d))                                3,069                  -
       Recognised in the income statement (Note 10)                           (1,045)               (46)
       At 28 February 2009/31 December 2007                                    2,978                954

       Presented after appropriate offsetting as follows:
       Deferred tax assets                                                    (1,367)              (474)
       Deferred tax liabilities                                                4,345              1,428
                                                                               2,978                954

       The components and movements of deferred tax liabilities and assets during the period prior
       to offsetting are as follows:

       Deferred tax liabilities of the Group:

                                         Property,
                                         plant and          Revaluation
                                        equipment              surplus         Others             Total
                                           RM'000               RM'000         RM'000            RM'000

       At 1 January 2008                        661                 769              (2)          1,428
       Acquisition of subsidiaries               46               3,023               -           3,069
       Recognised in income statement           (57)                (97)              2            (152)
       At 28 February 2009                      650               3,695               -           4,345

       At 1 January 2007                        661                769                -           1,430
       Recognised in income statement             -                  -               (2)             (2)
       At 31 December 2007                      661                769               (2)          1,428




                                                    67

                                                 B2-157
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 26.   Deferred tax (contd.)

       Deferred tax assets of the Group:

                                                         Unused tax
                                                         losses and
                                                        unabsorbed
                                                              capital
                                                         allowances        Others             Total
                                                             RM'000        RM'000            RM'000

       At 1 January 2008                                         (56)          (418)            (474)
       Recognised in income statement                           (248)          (645)            (893)
       At 28 February 2009                                      (304)        (1,063)          (1,367)

       At 1 January 2007                                         (51)          (379)            (430)
       Recognised in income statement                             (5)           (39)             (44)
       At 31 December 2007                                       (56)          (418)            (474)

       Deferred tax assets have not been recognised in respect of the following items:

                                                                          1.1.2008          1.1.2007
                                                                                to                to
                                                                         28.2.2009        31.12.2007
                                                                           RM'000            RM'000

       Unused tax losses                                                   250,857           261,104
       Unabsorbed capital allowances                                        60,192            60,398
                                                                           311,049           321,502

       Deferred tax assets have not been recognised in respect of these items as they may not
       be used to offset taxable profits of other subsidiaries in the Group and they have arisen in
       subsidiaries that have a recent history of losses.

       The unutilised tax losses and unabsorbed capital allowances of the Company are
       available for offsetting against future taxable profits subject to no substantial change in
       shareholdings under the Income Tax Act, 1967 and guidelines issued by the tax authority.


 27.   Provisions

                                                                                       Group
                                                                         28.2.2009        31.12.2007
                                                                           RM'000            RM'000
       Liquidated ascertained damages
       At 1 January                                                             547              568
       Additional provision during the year                                       -               67
       Utilisation of provision                                                   -              (88)
       At 28 February 2009/31 December 2007                                     547              547

       At 28 February 2009/31 December 2007
       Current                                                                  547              547

                                                   68

                                                B2-158
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 27.   Provisions (contd.)

       Provision for liquidated ascertained damages is in respect of projects undertaken by a
       subsidiary. The provision is recognised for expected liquidated ascertained damages claims
       based on the terms of the applicable sale and purchase agreements.


 28.   Trade and other payables

                                                  Group                           Company
                                          28.2.2009   31.12.2007         28.2.2009    31.12.2007
                                            RM'000       RM'000            RM'000        RM'000
       Current

       Trade payables
       Third parties                          47,343         26,143               -                 -
       Retention sums                            301            363               -                 -
                                              47,644         26,506               -                 -

       Other payables
       Due to subsidiaries                         -              -         48,906           34,619
       Due to ultimate holding company           232              -              -                -
                                                 232              -         48,906           34,619
       Accruals                                9,006          9,202             96              130
       Contribution costs payable                230            243              -                -
       Rental payables                         1,597          2,084              -                -
       Deposits received                       2,526          2,048              -                -
       Dividend payables                         459          5,787            459            5,787
       Royalty payables                        1,115          1,173              -                -
       Sundry payables                         5,085          5,475             75              188
                                              20,250         26,012         49,536           40,724
                                              67,894         52,518         49,536           40,724

       (a)   Trade payables

             Trade payables are non-interest bearing and the normal trade credit term granted to
             the Group ranges from 30 to 90 days (31.12.2007: 30 to 90 days). Included in trade
             payables are balances due to the following related parties:

                                                                                      Group
                                                                         28.2.2009       31.12.2007
                                                                           RM'000           RM'000
             Tenggara Senandung Sdn. Bhd. *, a subsidiary of Atlan
              Holdings Bhd., the ultimate holding company                         -                 3
             Naluri Properties Sdn. Bhd. *, a subsidiary of Atlan
              Holdings Bhd., the ultimate holding company                         3                 -
             Emas Kerajang Sdn. Bhd., a company in which its holding
              company, Atlan Holdings Bhd., is a corporate
              shareholder of Naluri Corporation Berhad                            -           1,580

             * In previous year, the companies were held by Naluri Corporation Berhad.


                                                 69

                                               B2-159
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 28.   Trade and other payables (contd.)

       (b)   Amount due to related companies

             The amount due to ultimate holding company is mainly advances which is interest
             bearing, unsecured and is repayable on demand.

             The amounts due to subsidiaries are mainly advances which are interest free,
             unsecured and are repayable on demand.

       (c)   Other payables

             i.   The amount due to ultimate holding company is mainly advances payable by a
                  subsidiary of the Group with interest of 7% per annum.

             ii. The movements of contribution costs payable are as follows:

                                                                                        Group
                                                                          28.2.2009        31.12.2007
                                                                            RM'000            RM'000

                  At 1 January                                                   243                 243
                  Utilisation of provision                                       (13)                  -
                  At 28 February 2009/31 December 2007                           230                 243

             iii. Dividend payables are amount payable to the holders of ICPS-B1 and ICPS-B2 as
                  disclosed in Note 22.

             iv. Included in other payables are balances due to the following related parties:

                                                                                        Group
                                                                          28.2.2009        31.12.2007
                                                                            RM'000            RM'000

                  Subsidiaries of Atlan Holdings Bhd.:
                   Tenggara Senandung Sdn. Bhd. *                                 80                 14
                   Atlan Management Sdn. Bhd. *                                  962                  -
                   Darul Metro Sdn. Bhd.                                         349                  -
                   Zon Hospitality Services Sdn. Bhd. *                           64                 27

                  * In previous year, the companies were held by Naluri Corporation Berhad.

                  Further details on related party transactions are disclosed in Note 32.

                  Other information on financial risks of other payables are disclosed in Note 33.




                                                    70

                                                 B2-160
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 29.   Commitments

       (a)   Capital commitments

                                                                                      Group
                                                                          28.2.2009      31.12.2007
                                                                            RM'000          RM'000
             Capital expenditure
              Approved and contracted for:
               Biological assets                                                  -               150
               Property, plant and equipment                                  1,819             3,645

       (b)   The Group as lessee

             Operating lease payments represent rentals payable by the Group for use of land and
             buildings. Leases are negotiated for a term of 2 to 10 years (31.12.2007: 2 to 10
             years).

             The future aggregate minimum lease payments under non-cancellable operating
             leases contracted for as at the balance sheet date but not recognised as liabilities, are
             as follows:

                                                                                      Group
                                                                          28.2.2009      31.12.2007
                                                                            RM'000          RM'000
             Future minimum rentals payments:
             Not later than 1 year                                           11,486           11,479
             Later than 1 year and not later than 5 years                    48,109           47,047
             Later than 5 years                                               9,983           24,402
                                                                             69,578           82,928

       (c)   The Group as lessor

             Operating lease receipts represent rentals receivable by the Group from renting out
             the land and buildings. These leases have remaining non-cancellable lease terms of
             19 months.

             The future minimum lease payments receivable under non-cancellable operating leases
             contracted for as at the balance sheet date but not recognised as receivables, are as
             follows:

                                                                                      Group
                                                                          28.2.2009      31.12.2007
                                                                            RM'000          RM'000
             Future minimum rentals receivable:
             Not later than 1 year                                              840                 420
             Later than 1 year and not later than 5 years                       490                   -
                                                                              1,330                 420

             Rental income recognised in profit or loss during the period is disclosed in Note 4.




                                                   71

                                                B2-161
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 30.   Contingent liabilities

                                                                                     Company
                                                                            28.2.2009   31.12.2007
                                                                              RM'000       RM'000
       Contingent liabilities in respect of guarantees extended in
        support of banking and other credit facilities granted to
        subsidiaries:
       Secured by deposits with licensed banks (Note 21)                       30,241           23,643


 31.   Material litigations

       The following are the material litigations involving the Group:

       (i)    An arbitration proceeding was initiated by Mancon Berhad on behalf of Nilai Barisan
              Sdn. Bhd. ("NBSB") against Kelana Megah Sdn. Bhd. ("KMSB") to review the interim
              certificates issued by KMSB's architect regarding its contract as nominated sub
              contractor for the supply, delivery, installation, testing and commissioning of air
              conditioning and mechanical ventilation works for the construction of the Johor Bahru
              Duty Free Complex. The amount in dispute is approximately RM2,468,000. KMSB
              counter-claimed that the amount claimed by NBSB is excessive, inaccurate and
              inconsistent with the rates agreed. Furthermore, KMSB counter-claimed that it incurred
              damages due to NBSB's defective works and it is estimated that the cost and expense to
              rectify the defective and/or incomplete works will be approximately RM1,909,000.

              The arbitration is currently put in abeyance in view of the fact that NBSB was wound up
              on 8 August 2000. KMSB's solicitor had on 21 January 2002 informed the Arbitrator of
              the status of NBSB. On numerous occasions, KMSB's solicitors had written to (i) the
              Arbitrator requesting that the Arbitrator brings the arbitration to a close as NBSB was
              wound up on 8 August 2000, and (ii) the liquidator of NBSB requesting that the liquidator
              decides if NBSB wishes to continue with the arbitration or to withdraw the claims against
              KMSB. KMSB’s solicitors have not received any response from the Arbitrator or the
              liquidator and KMSB / KMSB’s solicitors continues to pursue for the responses of the
              Arbitrator and the liquidator respectively.

       (ii)   On 30 December 1999, LH Technology Sdn. Bhd. ("LHT") commenced legal
              proceedings against KMSB claiming a sum of RM1,026,000 on behalf of Mancon Berhad
              whereby KMSB has provided an undertaking to pay LHT. LHT is the nominated sub-
              contractor of Mancon which is the main contractor appointed to carry out the design,
              supply and installation of curtain walling, frameless glass panel, shopfront, balustrading,
              aluminum and glazing works for the Johor Bahru Duty Free Complex.

              On 26 June 2000, LHT obtained summary judgment for the sum of RM1,025,855
              together with costs against KMSB. Following KMSB’s appeal to the High Court Judge,
              the said summary judgment was set aside. LHT then appealed to the Court of Appeal
              against the High Court Judge's decision to set aside the summary judgement. The Court
              of Appeal had after the case management of LHT’s appeal on 22 January 2008 and 11
              March 2008, and 15 April 2008, fixed LHT’s appeal on 22 July 2008 to decide if LHT’s
              appeal should be dismissed. On 28 July 2008, LHT’s appeal was dismissed with no
              order as to costs. KMSB’s solicitors has informed the High Court of the said dismissal
              and requested that a mention date be fixed by the High Court.


                                                    72

                                                 B2-162
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 31.   Material litigations (contd.)

       (iii)   Pursuant to Writ of Summons and Statement of Claim dated 30 December 2003, the
               Company is claiming RM3,044,000 from Eden Enterprises (M) Berhad ("EEB") for the
               outstanding amounts due to the Company and its subsidiaries through various
               transactions and/or inter-companies loans while EEB and its subsidiaries were
               subsidiaries of the Company. The Company is also seeking specific relief from Zil
               Enterprise Sdn. Bhd. and EEB to fulfil their obligations, including the release of the
               relevant corporate guarantee amounting to RM13,803,000 that had been undertaken
               prior to the renunciation of the Company's entitlement to the rights issue and special
               issue of EEB's shares.

               On 7 June 2005, the Senior Assistant Registrar had allowed EEB's application to amend
               its Statement of Defence and to add a counter-claim against the Company. The
               Company's solicitors have on 13 June 2005 filed a Notice of Appeal to the Judge in
               Chambers against the Senior Assistant Registrar's decision. This Appeal by the
               Company which came up for mention 6 November 2008 has been vacated to a date to
               be fixed by the Court pending the Court’s reconstruction of its file on the suit, as the
               Court could not locate its file.

               The banks which provided the banking facilities secured by the corporate guarantee
               amounting to RM13,803,000 have confirmed that the facilities have been fully paid off.
               The Company has filed the relevant forms with the Companies Commission of Malaysia
               to perfect the discharge of the corporate guarantee. The Company has applied to the
               Court to amend the Writ of Summon and Statement of Claim to exclude, inter alia, the
               Company’s claim that ZIL specifically performs its undetakings to release the Company
               from its corporate guarantee amounting to RM13,803,000. This application to amend
               which came up for mention on 6 November 2008 has been vacated to a date to be fixed
               by the Court pending the Court’s reconstruction of the Court’s file on the suit, as the
               Court could not locate its file on the suit.

       (iv)    On 10 April 2004, DFZ Duty Free (Langkawi) Sdn. Bhd. ("DDF") (formerly known as
               Sriwani Duty Free Centre (Langkawi) Sdn. Bhd.) had filed a defence and affidavit to
               strike out the Statement of Claim filed by EEB against DDF as the First Defendant,
               Chuan Hooi Huat and Wong Soo Teong, Terry, who are the former directors of the
               Company as the Second and Third Defendant respectively, for tort of conspiracy in
               respect of a lease agreement entered into between EEB and DDF on 20 August 2002.

               On 10 October 2005, the Senior Assistant Registrar allowed EEB's application to amend
               the Writ of Summons and Statement of Claim.

               EEB had on 4 August 2005 filed for an application to the High Court seeking for a
               mandatory injunction compelling DDF to quit, vacate and deliver the aforesaid duty free
               outlet and staff living quarters in Langkawi. On 6 December 2005, the learned High
               Court Judge dismissed EEB's application for a mandatory injunction. EEB has
               subsequently appealed to the Court of Appeal on the said decision and this appeal has
               been fixed for hearing on 25 May 2009.




                                                    73

                                                 B2-163
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 31.   Material litigations (contd.)

       (v)    The Company had been served with a Petition together with a Summons in Chambers
              (Inter Parte) and an affidavit in support dated 6 October 2004 by the solicitors acting
              for Adenan Bin Ismail, a shareholder of Naluri Corporation Berhad, seeking, amongst
              others, the following orders: (a) That any resolutions passed by the shareholders
              and/or directors of Naluri Corporation Berhad approving the alleged related party
              transactions set out in the petition to be cancelled; and (b) That the Company do pay
              to Naluri Corporation Berhad the monies paid to the Company and/or the financial
              institutions who received monies pursuant to the alleged related party transactions as
              set out in the petition.

              During the hearing on 17 June 2005, the learned High Court Judge delivered the
              following decisions: (i) the Petitioner's application for injunctive reliefs against Atlan
              Holdings Bhd. and Atlan Properties Sdn. Bhd. was dismissed with costs; and (ii) The
              five (5) applications by all the Respondents to strike out the Petition were allowed with
              costs.

              The Petitioner has appealed to the Court of Appeal on 15 July 2005 against the
              decisions given by the learned High Court Judge on 17 June 2005 and the matter is
              currently pending the fixing of an appeal date by the Court of Appeal.

       (vi)   The Company was served a sealed copy of a Re-Amended Defence and Counter Claim
              dated 30 October 2008 by Tan Sri Dato’ Tajuddin bin Ramli ("TSDTR")’s solicitors,
              making the Company a party to legal proceedings commenced by Pengurusan
              Danaharta Nasional Berhad, Danaharta Urus Sdn Bhd and Danaharta Mangers Sdn Bhd
              (hereinafter collectively called “Danaharta”) against TSDTR.

              TSDTR is seeking from the Company and the 1st, 2nd, 3rd, 7th, 8th, 9th, 10th, 11th,
              12th, 13th, 14th, 15th, 16th, 26th, 27th, 28th, 29th, 30th, 31st, 32nd, 33rd, 34th, 35th,
              36th, 37th and 38th defendants to the Counterclaim, jointly and/or severally, the
              following reliefs pursuant to the Counterclaim: (i) the sum of RM6,246,492,000 (shares in
              the 10th defendant to the Counterclaim at RM24 per share); (ii) general damages to be
              assessed; (iii) aggravated and exemplary damages to be assessed; (iv) damages for
              conspiracy to be assessed; (v) an Account of all sums paid under the Facility Agreement
              (as referred to in the Counterclaim) and/or to Danaharta by TSDTR including all such
              sums received by Danaharta including as a result of the sale of the shares in the 10th
              and the 17th defendants to the Counterclaim; (vi) an assessment of all sums due to be
              repaid by Danaharta to TSDTR as a result of overpayment by TSDTR to Danaharta; (vii)
              an Order that Danaharta forthwith pays all sums adjudged to be paid to TSDTR under
              item (vi) above; (viii) an Account of all dividends and/or other payments received by the
              8th defendant to the Counterclaim arising out of or in relation to the shares in the 10th
              defendant to the Counterclaim; (ix) an Order that the 8th defendant to the Counterclaim
              forthwith pays all sums adjudged to be paid; and (x) damages for breach of contract
              against Danaharta to be assessed.




                                                     74

                                                  B2-164
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 31.   Material litigations (contd.)

            In addition, TSDTR is also seeking from all defendants to the Counterclaim, jointly and
            severally, the following reliefs pursuant to the Counterclaim: (i) the sum of
            RM7,214,909,224.01; (ii) damages for conspiracy to be assessed; (iii) a Declaration that
            the purported Vesting pursuant to the Vesting Certificates namely No. 1998-00174-
            DM(1/2) dated 15 December 1998, 1999-00183-DA(1/2) dated 29 April 1995 and 1999-
            00502-DU dated 7 May 1999 (“the Vesting Certificates”) and all other securities held by
            Danaharta derived from TSDTR are illegal and ultra vires that the Pengurusan
            Danaharta Nasional Berhad Act 1998 (“Danaharta Act”) and/or unconstitutional against
            the provisions of the Federal Constitution and/or against Public Policy and void; (iv)   a
            Declaration that the Settlement Agreement dated 8 October 2001 is illegal and ultra vires
            the Danaharta Act, and/or the Federal Constitution and is void and unenforceable
            pursuant to section 24 of the Contracts Act 1950 inter alia as being against Public Policy;
            (v) a Declaration that all acts and deeds carried out and all agreements executed by
            Danaharta and the 4th, 5th and 6th defendants to the Counterclaim (hereinafter
            collectively referred to as “SAs”) or any other person or persons, pursuant to or
            predicated on the purported Vestings pursuant to the Vesting Certificates and/or the
            Settlement Agreement aforesaid are illegal void and unenforceable; (vi) an Order that all
            contracts, agreements, transfers, conveyances, dealings, acts or deeds whatsoever
            carried out and executed by Danaharta and the SAs and any other person or persons
            pursuant to or predicated on the purported vestings pursuant to the Vesting Certificates
            be and are hereby declared null and void and set aside, and that all persons be ordered
            and directed to return and restore all assets and monies received by them pursuant to
            any such contract, agreement, transfer, conveyance, dealing, payment, act or deed
            whatsoever; (vii) damages and exemplary damages against the 12th defendant to the
            Counterclaim to be assessed; (viii) all necessary and fit Orders and directions as may be
            required to give full effect to the aforesaid Declarations and Orders; (ix) damages to be
            assessed; (x) aggravated and exemplary damages to be assessed; (xi) interest at the
            rate of 8% per annum on all sums adjudged to be paid by the respective defendants to
            the Counterclaim to TSDTR from the date such loss and damage was incurred to the
            date of full payment; (xii) costs and such further and/or other relief as the Court deems
            fit or just to grant in all the circumstances of the case.

            The Company’s application to strike out the action has been fixed for mention on 16
            June 2009.

       (vii) On 8 August 1995, Zainal Azman bin Md. Zain ("ZAMZ"), the administrator of the
             estate of Wan Zainab binti M.A. Bakar, commenced legal proceedings against the
             Company and six (6) of its Directors at that point in time, in the Penang High Court for
             the alleged: (a) fraudulent and non-payment transfer of 36,666 units of shares in DFZ
             (M) Sdn. Bhd. ("DFZSB") (formerly known as Syarikat Sriwani (M) Sdn. Bhd.) to the
             Company for the amount of RM37,000 which belonged to his mother, Wan Zainab binti
             M.A. Bakar; (b) fraudulent and underpayment of transfer of 5,000 units of shares in
             DFZSB to the Company which is valued at RM3.50 each totaling RM17,500 which also
             belonged to his mother, Wan Zainab binti M.A. Bakar; and (c) breach of trust by failing
             to give a full and frank disclosure of the said transfers of shares.

            ZAMZ is claiming for the sum of RM13,901,000 being the value of the shares, general,
            aggravated and exemplary damages of RM30,000 together with interest and costs.




                                                  75

                                               B2-165
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 31.   Material litigations (contd.)

             After hearing submission of counsels for the respective parties, the Court had on 31
             January 2007 decided that the ZAMZ has failed to prove its case and accordingly
             dismissed the action with costs. ZAMZ has filed a Notice of Appeal to the Court of
             Appeal against the decision of the Penang High Court. ZAMZ’s appeal which came up
             for case management on 9 April 2009 has been adjourned to 23 July 2009 for mention.


 32.   Related party disclosures
       (a)   In addition to the transactions detailed elsewhere in the financial statements, the
             Group and the Company had the following transactions with related parties during
             the period:

                                                      Group                       Company
                                               1.1.2008     1.1.2007        1.1.2008     1.1.2007
                                                     to           to              to           to
                                              28.2.2009   31.12.2007       28.2.2009   31.12.2007
                                                RM'000       RM'000          RM'000       RM'000
       Car park rental paid to Tenggara
        Senandung Sdn. Bhd.                        510             762              -               -
       Car rental receivable/received
        from Tenggara Senandung
        Sdn. Bhd.                                   17              14              -               -
       Advertisement space rental paid
        to Emas Kerajang Sdn. Bhd.      (i)            -            24              -               -
       Purchases from Emas Kerajang
        Sdn. Bhd.                                      -       20,140               -               -
       Purchases from Tenggara
        Senandung Sdn. Bhd.                         43              40              -               -
       Rental payable/paid to ultimate
        holding company                 (i)            -       10,083               -               -
       Rental payable/paid to Binamold
        Sdn. Bhd.                                  475                -             -               -
       Rental payable/paid to Naluri
        Corporation Berhad                       5,500                -             -               -
       Rental payable/paid to Darul
        Metro Sdn. Bhd.                          7,333                -             -               -
       Rental receivable/received from
        Tenggara Senandung Sdn.
        Bhd.                            (i)      3,917           3,157              -               -
       Management fee payable/paid to
        Atlan Management Sdn. Bhd.               2,310                -             -               -
       Sales to Emas Kerajang Sdn.
        Bhd.                                           -         9,671              -               -
       Sales to Tenggara Senandung
        Sdn. Bhd.                                   23              48              -               -
       Security, maintenance and
        engineering services
        receivable/received from
        Tenggara Senandung Sdn. Bhd.               616             528              -               -


                                                  76

                                                B2-166
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 32.   Related party disclosures (contd.)

                                                    Group                        Company
                                             1.1.2008     1.1.2007         1.1.2008     1.1.2007
                                                   to           to               to           to
                                            28.2.2009   31.12.2007        28.2.2009   31.12.2007
                                              RM'000       RM'000           RM'000       RM'000

       Property, plant and equipment
        transferred to ultimate holding
        company                                        -       10,517              -                 -
       Royalties receivable/received
        from Naluri Corporation Berhad             165             330             -                 -
       Royalties receivable/received
        from Darul Metro Sdn. Bhd.                 220               -             -                 -
       Advances from ultimate holding
        company                                    233               -             -               -
       Advances to subsidiaries                      -               -             -           2,320
       Repayment to subsidiaries                     -               -             -             267
       Dividend received from
        subsidiaries                                   -             -       21,900          25,580

       (i)   Rental income/expenses were made in accordance with prices negotiated between
             the parties.

             Information regarding outstanding balances arising from related party transactions as
             at 28 February 2009 are disclosed in Notes 19 and 28.

       (b)   Compensation of key management personnel

             The remuneration of directors and other members of key management during the
             period was as follows:

                                                                            1.1.2008       1.1.2007
                                                                                  to             to
                                                                           28.2.2009     31.12.2007
                                                                             RM'000         RM'000

             Short-term employee benefits                                       5,986          3,836
             Defined contribution plan                                            529            388
                                                                                6,515          4,224

             Included in the total key management personnel are:

                                                                            1.1.2008       1.1.2007
                                                                                  to             to
                                                                           28.2.2009     31.12.2007
                                                                             RM'000         RM'000

             Directors' remuneration (Note 6)                                   5,062          3,370




                                                  77

                                                B2-167
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 33.   Financial instruments

       (a)   Financial risk management objectives and policies

             The Group's financial risk management policy seeks to ensure that adequate
             financial resources are available for the development of the Group's businesses
             whilst managing its interest rate risks (both fair value and cash flow), foreign
             currency risk, liquidity risk and credit risk. The Board reviews and agrees policies for
             managing each of these risks and they are summarised below. The Group does not
             trade in derivative financial instruments during the period/year.

       (b)   Interest rate risks

             Cash flow interest rate risk is the risk that the future cash flows of a financial
             instrument will fluctuate because of changes in market interest rates. Fair value
             interest rate risk is the risk that the value of a financial instrument will fluctuate due to
             changes in market interest rates. As the Group has no significant interest-bearing
             financial assets, the Group's income and operating cash flows are substantially
             independent of changes in market interest rates. The Group's interest-bearing
             financial assets are mainly short term in nature and have been mostly placed in fixed
             deposits.

             The Group's interest rate risk arises primarily from interest-bearing borrowings.
             Borrowings at floating rates expose the Group to cash flow interest rate risk.
             Borrowings obtained at fixed rates expose the Group to fair value interest rate risk.

             The Group manages its interest rate exposure by maintaining a mix of fixed and
             floating rate borrowings.

       The following tables set out the carrying amounts, the weighted average effective interest rates
       ("WAEIR") as at the balance sheet date and the remaining maturities of the Group's and the
       Company's financial instruments that are exposed to interest rate risk:

                                              Within                                               More
                                                   1      1-2          2-3        3-4       4-5     than
                             Note   WAEIR      year      years        years      years     years 5 years     Total
                                       %     RM'000     RM'000       RM'000     RM'000    RM'000 RM’000     RM'000
       At 28 February
         2009

       Group

       Fixed rate
       Term loans             24      6.88   (35,000)           -    (24,000)        -         -       -    (59,000)
       Hire purchase
         and finance
         lease liabilities    25      3.19     (287)         (205)     (175)       (94)      (32)     (5)     (798)

       Floating rate
       Cash and bank
         balances             21     1.79    (44,386)           -          -         -         -       -    (44,386)
       Bankers'
         acceptances          24      4.07    (5,982)           -          -         -         -       -     (5,982)



                                                        78

                                                  B2-168
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 33.   Financial instruments (contd.)

       (b)   Interest rate risks (contd.)

                                              Within                                              More
                                                   1      1-2          2-3       3-4       4-5     than
                             Note   WAEIR      year      years        years     years     years 5 years     Total
                                       %     RM'000     RM'000       RM'000    RM'000    RM'000 RM’000     RM'000
       At 31 December
         2007

       Group

       Fixed rate
       Term loans             24      6.91   (15,000)           -         -         -    (24,000)     -    (39,000)
       Hire purchase
         and finance
         lease liabilities    25      3.45      (218)        (231)     (160)     (124)       (62)   (37)     (832)

       Floating rate
       Cash and bank
         balances             21      2.71   30,007             -         -         -          -      -    30,007
       Bankers'
         acceptances          24      3.75    (3,578)           -         -         -          -      -     (3,578)

       Company

       Floating rate
       Cash and bank
         balances             21      3.50       19             -         -         -          -      -        19

       Interest on financial instruments subject to floating interest rates is repriced annually. Interest
       on financial instruments at fixed rates are fixed until the maturity of the instrument. The other
       financial instruments of the Group and the Company that are not included in the above tables
       are not subject to interest rate risks.

       (c)   Foreign currency risk

             The Group is exposed to transactional currency risk primarily through sales and
             purchases that are denominated in a currency other than the functional currency of the
             operations to which they relate. The currencies giving rise to this risk are primarily
             United States Dollars, Singapore Dollar, Japanese Yen, Euro, Australia Dollar, Thai
             Baht, New Taiwan Dollar, Sterling Pound, Indonesia Ruppiah and Renminbi. Foreign
             exchange exposures in transactional currencies other than functional currencies of the
             operating entities are kept to an acceptable level.




                                                        79

                                                  B2-169
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 33.    Financial instruments (contd.)

       (c)       Foreign currency risk (contd.)

                 The net unhedged financial assets and financial liabilities of the Group that are not
                 denominated in their functional currencies are as follows:

 At 28 February 2009:

 Functional                                                            United                           New
  currency of      Australian            Japanese Singapore Sterling   States         Thai Indonesia Taiwan             Renminbi
  the Group            Dollar    Euro         Yen     Dollar Pound      Dollar       Baht    Ruppiah  Dollar               China    Total
                     RM'000     RM'000     RM'000    RM'000 RM'000     RM'000       RM'000    RM’000 RM'000               RM’000   RM'000
 Trade
   receivables
 Ringgit
   Malaysia                -        5           -         -        2         931            -            -         -           -     938

 Other
   receivables
 Ringgit
   Malaysia                -         -          -        13        -          -             -            -         -           -      13

 Cash and bank
   balances
 Ringgit
   Malaysia                1        1          1         16        1          101          70            7         1           1      200
                           1        6          1         29        3        1,032          70            7         1           1    1,151

 Trade
   payables
 Ringgit
   Malaysia              165       53           -         8        1        6,377           -            -         -           -    6,604

 Other payables
 Ringgit
   Malaysia                -        -           -         -        -           -            3            -         -           -        3
                         165       53           -         8        1        6,377           3            -         -           -    6,607


 At 31 December 2007:

                                                                                                United
 Functional currency      Australian             Japanese     Singapore       Sterling          States   Thai          Indonesia
  of the Group                Dollar       Euro       Yen         Dollar       Pound             Dollar Baht             Ruppiah  Total
                            RM'000        RM'000   RM'000        RM'000        RM'000           RM'000 RM'000             RM'000 RM'000

 Trade receivables
 Ringgit Malaysia                   3          6          -             -              -          264          -               -     273

 Cash and bank
  balances
 Ringgit Malaysia                   4          3          4            19             2           134        326             16      508
                                    7          9          4            19             2           398        326             16      781

 Trade payables
 Ringgit Malaysia                    -        55          -            60            12          6,311         -               -   6,438

 Other payables
 Ringgit Malaysia                    -         -          -             -             -              -         -            131      131
                                     -        55          -            60            12          6,311         -            131    6,569




                                                              80

                                                         B2-170
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 33.   Financial instruments (contd.)

       (d)   Liquidity risk

             The Group manages its debt maturity profile, operating cash flows and the availability of
             funding so as to ensure that refinancing, repayment and funding needs are met. As part of
             its overall liquidity management, the Group maintains sufficient levels of cash or cash
             convertible investments to meet its working capital requirements. In addition, the Group
             strives to maintain available banking facilities at a reasonable level to its overall debt
             position. As far as possible, the Group raises committed funding from both capital markets
             and financial institutions and balances its portfolio with some short term funding so as to
             achieve overall cost effectiveness.

       (e)   Credit risk

             The Group's credit risk is primarily attributable to trade receivables. The Group trades
             only with recognised and creditworthy third parties. It is the Group's policy that all
             customers who wish to trade on credit terms are subject to credit verification procedures.
             In addition, receivable balances are monitored on an ongoing basis. Since the Group
             trades only with recognised and creditworthy third parties, there is no requirement for
             collateral.

             The credit risk of the Group's other financial assets, which comprise cash and cash
             equivalents and marketable securities, arises from default of the counterparty, with a
             maximum exposure equal to the carrying amount of these financial assets.

             The Group does not have any significant exposure to any individual customer or
             counterparty nor does it have any major concentration of credit risk related to any financial
             assets, other than as disclosed in Note 19.

       (f)   Fair values

             The carrying amounts of financial assets and financial liabilities of the Group and of the
             Company at the balance sheet date approximated their fair values except for the
             following:

                                                     Group                        Company
                                              Carrying                      Carrying
                                   Note        amount    Fair value          amount    Fair value
                                               RM'000      RM'000            RM'000      RM'000
             At 28 February
              2009

             Hire purchase and
               finance lease
               liabilities          25              511            821               -                -

             At 31 December
              2007
             Hire purchase and
               finance lease
               liabilities          25              614            800               -                -

                                                   81

                                                B2-171
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 33.   Financial instruments (contd.)

       (f)   Fair values (contd.)

             The methods and assumptions used by management to determine fair values of
             financial instruments other than those whose carrying amounts reasonably
             approximate their fair values are as follows:

             i.   Borrowings

                  Fair value has been determined using discounted estimated cash flows. The
                  discount rates used are the current market incremental lending rates for similar
                  types of lending, borrowing and leasing arrangements.


 34.   Segment information

       (a)   Reporting format

             The primary segment reporting format is determined to be business segments as the
             Group's risks and rates of return are affected predominantly by differences in the
             products and services produced. The activities of the Group are carried out mainly in
             Malaysia and as such, segmental reporting by geographical locations is not presented.
             The operating businesses are organised and managed separately according to the
             nature of the products and services provided, with each segment representing a
             strategic business unit that offers different products and serves different markets.

       (b)   Business segments

             The Group comprises the following main business segments:

             (i) Trading of duty free goods and non-dutiable merchandise;

             (ii) Properties and hospitality.

             Other operations of the Group mainly comprise provision of management service,
             recreation, tours and travel services, neither of which constitutes a separately
             reportable segment.

       (c)   Allocation basis and transfer pricing

             Segment results, assets and liabilities include items directly attributable to a segment
             as well as those that can be allocated on a reasonable basis.

             The directors are of the opinion that transfer prices between business segments are
             based on negotiated prices. Segment revenue, expenses and results include transfers
             between business segments. These transfers are eliminated on consolidation.




                                                    82

                                                 B2-172
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 34.   Segment information (contd.)

       Business segments

       The following table provides an analysis of the Group's revenue, results, assets, liabilities
       and other information by business segment:

                                 Trading of duty
                                 free goods and Properties
                                    non-dutiable      and
                                   merchandise hospitality     Others Eliminations Consolidated
                                         RM'000    RM'000      RM'000      RM'000       RM'000
       28 February 2009

       Revenue
        and expenses

       Revenue
       Sales to external
         customers                     497,473       54,357      1,090              -          552,920
       Inter-segment sales               3,639        5,519     43,362        (52,520)               -
       Total revenue                   501,112       59,876     44,452        (52,520)         552,920

       Results
       Segment results                                                                           57,482
       Finance costs                                                                             (5,413)
       Profit before tax                                                                         52,069
       Income tax expense                                                                       (14,398)
       Profit for the period                                                                     37,671

       Assets and
        liabilities
       Segment assets                   140,774      90,031     43,279                -        274,084
       Unallocated assets                                                                        2,666
       Total assets                                                                            276,750

       Segment liabilities               59,490      11,310      4,667                -         75,467
       Unallocated liabilities                                                                  66,239
       Total liabilities                                                                       141,706




                                                    83

                                                  B2-173
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 34.   Segment information (contd.)

       Business segments (contd.)

                              Trading of duty
                              free goods and Properties
                                 non-dutiable      and
                                merchandise hospitality        Others Eliminations Consolidated
                                      RM'000    RM'000         RM'000      RM'000       RM'000
       28 February 2009

       Other segment
         information
       Amortisation of
         prepaid land lease
         payments                       (413)        (140)          -           -          (553)
       Capital expenditure            (3,231)      (2,774)       (234)          -        (6,239)
       Depreciation                   (3,307)      (2,145)       (320)          -        (5,772)
       Reversal of
         impairment losses
         for property,
       plant and equipment                 -           429          -           -          429
       Non-cash income/
         (expenses) other
         than depreciation,
         amortisation and
         impairment losses            (4,040)          (105)      333           -        (3,812)

       31 December 2007

       Revenue
        and expenses

       Revenue
       Sales to external
        customers                   258,448       45,014        1,510           -      304,972
       Inter-segment sales            1,502        4,696       25,894     (32,092)           -
       Total revenue                259,950       49,710       27,404     (32,092)     304,972

       Results
       Segment results               24,477         6,018      24,788     (25,240)      30,043
       Finance costs                                                                    (3,018)
       Profit before tax                                                                27,025
       Income tax expense                                                               (8,459)
       Profit for the year                                                              18,566

       Assets and liabilities

       Segment assets                 98,719       83,226      35,352           -      217,297
       Unallocated assets                                                                  852
       Total assets                                                                    218,149



                                                  84

                                                B2-174
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 34.   Segment information (contd.)

       Business segments (contd.)

                                 Trading of duty
                                 free goods and Properties
                                    non-dutiable      and
                                   merchandise hospitality      Others Eliminations Consolidated
                                         RM'000    RM'000       RM'000      RM'000       RM'000
       31 December 2007
       Segment liabilities               35,601       13,085     9,701             -         58,387
       Unallocated liabilities                                                               43,411
       Total liabilities                                                                    101,798

       Other segment
        information
       Amortisation of
        prepaid land lease
        payments                           (237)           -         -             -            (237)
       Capital expenditure                 (999)      (4,173)     (976)            -          (6,148)
       Depreciation                      (2,538)      (1,470)     (273)            -          (4,281)
       Reversal of
        impairment losses
        for property,
        plant and equipment                   -           551        -             -            551
       Write off of
        intangible assets                  (879)            -        -             -            (879)
       Non-cash income/
        (expenses) other
        than depreciation,
        amortisation and
        impairment losses                (3,039)       5,152       506             -          2,619


 35.   Subsequent events

       Subsequent to the period end:

       (a) the holding company of Cerah Menang (M) Sdn. Bhd. (“CMSB”) has changed from
           Orchard Boulevard Sdn. Bhd. to DFZ Trading Sdn. Bhd.. The principal activity of CMSB
           has also been changed from resort development to retailing of duty free and non-
           dutiable merchandise.

       (b) 81,800 ICPS-A was converted to 7,436 ordinary shares on piece meal basis by way of
           surrendering equivalent par value of the ICPS-A to satisfy the conversion price of
           RM1.10 per ordinary share.

       (c) 500 ICPS-B1 was converted to 500 ordinary shares on piece meal basis by way by way
           of tendering (1) unit of ICPS-B1 for conversion into (1) unit of new ordinary shares of
           which RM0.10 is paid up. The remaining RM0.90 was paid up from the share premium
           reserve of the Company to satisfy the conversion price of RM1.00 of the ordinary
           shares.

                                                     85

                                                   B2-175
  APPENDIX B2 – AUDITED FINANCIAL STATEMENTS OF THE TARGET
COMPANIES AND THEIR SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
   31 DECEMBER 2007, 28 FEBRUARY 2009 AND 28 FEBRUARY 2010

 104556 X

 DFZ Capital Berhad
 (Incorporated in Malaysia)


 35.   Subsequent events (contd.)

       (d) 500 ICPS-B2 was converted to 500 ordinary shares on piece meal basis by way by
           way of tendering (1) unit of ICPS-B2 for conversion into (1) unit of new ordinary shares
           of which RM0.10 is paid up. The remaining RM0.90 was paid up from the share
           premium reserve of the Company to satisfy the conversion price of RM1.00 of the
           ordinary shares

       (e) 400,500 ICPS-C was converted to 400,500 ordinary shares on piece meal basis by way
           by way of tendering (1) unit of ICPS-C for conversion into (1) unit of new ordinary
           shares of which RM0.10 is paid up. The remaining RM0.90 was paid up from the share
           premium reserve of the Company to satisfy the conversion price of RM1.00 of the
           ordinary shares.

       (e) 2,315,200 of its issued ordinary shares was repurchased from the open market at an
           average price of RM3.35 from 17 March 2009 to 25 March 2009. The total
           consideration paid for the repurchase including transaction costs was RM7,793,485
           and was financed by internally generated funds. The shares repurchased are being
           held as treasury shares in accordance with Section 67A of the Companies Act 1965.


 36.   Comparatives

       The following comparative figures have been reclassified to conform with current period's
       presentation:

                                                       As
                                              previously                                       As
                                               classified     Reclassification       reclassified
                                                 RM’000               RM’000             RM’000
       Group

       Income statements
       Changes in inventories and
         development properties                    2,793                  (140)             2,653
       Inventories purchased and
         materials consumed                     (183,509)                  140           (183,369)

       Balance sheet
       Cash and bank balances                     51,437                   753             52,190
       Trade and other payables                   51,765                   753             52,518

       Note to financial statements
       Trade payables – third parties             26,782                  (639)            26,143
       Other payables – sundry payables            6,131                 1,392              7,523




                                                  86

                                               B2-176

				
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