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					L a p o r a n Ta h u n a n
    Annual Report            2009   S e r v i n g Yo u
                                                             09                     table of contents


                     Corporate Information ............................................................... 2
                     Corporate Structure .................................................................. 3
                     Location Map ........................................................................... 4
                     Directors’ Profile ....................................................................... 5
                     President’s Statement .............................................................. 8
                     Statement On Corporate Governance ................................... 10
                     Additional Compliance Information ........................................ 16
                     Audit Committee Report ........................................................ 17
                     Statement On Internal Control ............................................... 21
                     Corporate Social Responsibility ............................................. 22
                     Financial Statements .............................................................. 23
                     Analysis Of Ordinary And Preference Shareholdings ............. 88
                     List Of Properties .................................................................... 95
                     Notice Of Annual General Meeting ......................................... 97
                     Form Of Proxy




Annual Report 2009                                                                                                  1
Corporate Information

    BOARD OF DIRECTORS

    Dato’ Chen Siak Chan                                   Jeneral (B) Dato’ Sri Abdullah bin Ahmad
    President – Corporate Affairs & Business Development    @ Dollah bin Amad
    Executive Director                                     Independent Non-Executive Director

    Dato’ Sri Khalid bin Mohamad Jiwa                      Mohd Kamarudin bin Haron
    Executive Director                                     Independent Non-Executive Director

    Dato’ Mohamed Suhaimi bin Sulaiman                     Mohd Sharif bin Hj. Yusof
    Independent Non-Executive Director                     Independent Non-Executive Director




    AUDIT COMMITTEE                                        INVESTOR RELATIONS

    Dato’ Mohamed Suhaimi bin Sulaiman (Chairman)          Dato’ Mohamed Suhaimi bin Sulaiman
    Jeneral (B) Dato’ Sri Abdullah bin Ahmad               16th Floor, Menara Atlan
     @ Dollah bin Amad                                     161-B, Jalan Ampang
    Mohd Sharif bin Hj. Yusof                              50450 Kuala Lumpur, Malaysia
                                                           Tel:     603-2179 2000
                                                           Fax:     603-2179 2396
    NOMINATION COMMITTEE                                   E-mail: dmss@dfzcapital.com.my

    Jeneral (B) Dato’ Sri Abdullah bin Ahmad
     @ Dollah bin Amad (Chairman)                          SHARE REGISTRAR
    Dato’ Mohamed Suhaimi bin Sulaiman
    Mohd Kamarudin bin Haron                               Symphony Share Registrars Sdn. Bhd. (378993-D)
                                                           Level 26, Menara Multi-Purpose, Capital Square
                                                           No. 8 Jalan Munshi Abdullah
    REMUNERATION COMMITTEE                                 50100 Kuala Lumpur
                                                           Tel No: 603-2721 2222
    Dato’ Mohamed Suhaimi bin Sulaiman (Chairman)          Fax No: 603-2721 2530 / 2721 2531
    Dato’ Chen Siak Chan
    Jeneral (B) Dato’ Sri Abdullah bin Ahmad
     @ Dollah bin Amad                                     AUDITORS

                                                           Ernst & Young
    COMPANY SECRETARY                                      Chartered Accountants
                                                           22nd Floor, MWE Plaza
    Thum Sook Fun (MAICSA 7025619)                         No. 8, Lebuh Farquhar
                                                           10200 Penang

    REGISTERED OFFICE
                                                           PRINCIPAL BANKERS
    Wisma Atlan, 8 Persiaran Kampung Jawa
    11900 Bayan Lepas, Penang                              Affin Bank Berhad
    Tel No: 604-641 3200                                   Alliance Bank Malaysia Berhad
    Fax No: 604-642 3200                                   Malayan Banking Berhad
    Web:    http://www.dfzcapital.com.my                   MIDF Amanah Investment Bank Berhad
                                                           Public Bank Berhad


                                                           STOCK EXCHANGE LISTING

                                                           Main Market of Bursa Malaysia Securities Berhad
                                                           Stock Name: DFZ
                                                           Stock Code:      5177
                                                           Stock Sector: Trading/Services
                                                           Date of Listing: 10 October 1991




2                                                                                                 Annual Repo r t 2 0 0 9
                     Corporate Structure
                             as at 30 June 2009




Annual Report 2009                           3
Location Map




4              Annual Repo r t 2 0 0 9
                                                                                              Directors’ Profile

DATO’ CHEN SIAK CHAN
President - Corporate Affairs & Business Development
Executive Director

DATO’ CHEN SIAK CHAN, a Malaysian, aged 53 was appointed to the Board of DFZ as a Chief Executive Officer on 27 June
2008. He was redesignated to President - Corporate Affairs & Business Development on 21 January 2009. He is also a member
of the Remuneration Committee of DFZ.

He graduated with a Bachelor of Business Administration (Honours) from Wilfrid Laurier University, Canada.

He began his career with a multi-national company and brings with him more than 25 years of experience in senior management
roles as well as investment experience especially in the high-technology industry. He has also served on the Boards of the Malaysia
subsidiaries of Sunningdale-Tech Group, a Singapore Main Board listed company.

Currently, Dato’ Chen sits on the Board of several private limited companies, incorporated in Singapore.

He does not hold directorship in any other public companies.

He does not have any family relationship with any director and/or major shareholder of the Company. He does not have any
conflict of interest with the Company.




DATO’ SRI KHALID BIN MOHAMAD JIWA
Executive Director

DATO’ SRI KHALID BIN MOHAMAD JIWA, a Malaysian, aged 50 was appointed to the Board of DFZ on 9 October 2002.

Dato’ Sri Khalid also currently sits on the Board of Pasdec Holdings Berhad and previously on the Board of Naluri Corporation
Berhad, Atlan Holdings Bhd., Asian Composite Manufacturing Sdn. Bhd. and United Industries Holdings Sdn. Bhd.. He is also
the Group Executive Chairman of K-Corporation Sdn. Bhd. and its group of companies dealing with construction, property
management, cosmetic products, specialised trading, IT & media services and agriculture activities.

Dato’ Sri Khalid is a business graduate and had previously worked in the financial sector after completing his studies in 1981.
He then left the bank to start his own business with the vast experience and knowledge in financial business. He is the Chairman
and Founder of Yayasan Nurjiwa which is actively involved in charity activities and social services.

He does not have any family relationship with any director and/or major shareholder of the Company. He does not have any
conflict of interest with the Company.




Annual Report 2009                                                                                                              5
Directors’ Profile (Cont’d)



DATO’ MOHAMED SUHAIMI BIN SULAIMAN
Independent Non-Executive Director

DATO’ MOHAMED SUHAIMI BIN SULAIMAN, a Malaysian, aged 49 was appointed to the Board of DFZ on 23 April 2004. He is
also the Chairman of the Audit Committee and Remuneration Committee as well as a member of the Nomination Committee of
DFZ.

He graduated from the Central State University, Edmond, Oklahoma with a Bachelor of Business Administration (Finance).

Dato’ Suhaimi is currently with Konsortium Jaringan Selangor as an Executive Director since 1998. He also served as a credit
analyst in Bank Bumiputra Malaysia Berhad (now known as CIMB Bank Berhad) from 1991 to 2001.

He does not have any family relationship with any director and/or major shareholder of the Company. He does not have any
conflict of interest with the Company.




JENERAL (B) DATO’ SRI ABDULLAH BIN AHMAD @ DOLLAH BIN AMAD
Independent Non-Executive Director

JENERAL (B) DATO’ SRI ABDULLAH BIN AHMAD @ DOLLAH BIN AMAD, a Malaysian, aged 61 was appointed to the Board of
DFZ on 27 June 2008. He is also the Chairman of the Nomination Committee, a member of the Audit Committee as well as the
Remuneration Committee of DFZ.

He graduated from the Royal Air Force Staff College in Bracknell, United Kingdom in 1982 and later pursued his tertiary education
at the University of Lancaster, United Kingdom in 1986 where he graduated with a Masters degree in International Relations and
Strategic Studies. He joined the Royal Malaysian Air Force (“RMAF”) in 1968 as a cadet officer and had served the RMAF for 36
years before retiring as the Chief of RMAF in 2004 with his last rank as General.

Jeneral (B) Dato’ Sri Abdullah does not hold directorship in any other public companies.

He does not have any family relationship with any director and/or major shareholder of the Company. He does not have any
conflict of interest with the Company.




6                                                                                                             Annual Repo r t 2 0 0 9
                                                                                           Directors’ Profile (Cont’d)



MOHD KAMARUDIN BIN HARON
Independent Non-Executive Director

MOHD KAMARUDIN BIN HARON, a Malaysian, aged 56 was appointed to the Board of DFZ on 2 February 2005. He is also a
member of the Nomination Committee of DFZ.

After finishing his S.E./MCE Form 5 education from English College J.B., he attended various management programme and courses
ranging from 3 months to a year with the Malaysian Institute of Management. He has over 30 years experience in the construction
and property development industry. He currently has investments as well as directorships in several private limited companies.

Mohd Kamarudin also sits on the Board of Merge Housing Bhd. as an Independent Non-Executive Chairman, a company listed
on Bursa Malaysia Securities Berhad.

He does not have any family relationship with any director and/or major shareholder of the Company. He does not have any
conflict of interest with the Company.




MOHD SHARIF BIN HJ. YUSOF
Independent Non-Executive Director

MOHD SHARIF BIN HJ. YUSOF, a Malaysian, aged 70 was appointed to the Board of DFZ on 27 June 2008. He is also a member
of the Audit Committee of DFZ.

He is a Fellow Member of the Institute of Chartered Accountants, England and Wales, a member of the Malaysian Institute of
Accountants and a member of the Malaysian Institute of Certified Public Accountants. He has had more than 20 years experience
in government and financial sectors, serving the Selangor State Government, Bumiputra Merchant Bankers Berhad and British
American Life & General Insurance Co Bhd. (now known as Manulife Insurance (Malaysia) Berhad) where he held the position of
Senior Vice President, Finance/Company Secretary at the time he retired.

Mohd Sharif currently sits on the board of APM Automative Holdings Berhad, Asia Unit Trust Berhad, Ireka Corporation Berhad,
Axis Reit Managers Berhad and Atlan Holdings Bhd..

He does not have any family relationship with any director and/or major shareholder of the Company. He does not have any
conflict of interest with the Company.




Annual Report 2009                                                                                                          7
President’s Statement




    On behalf of the Board of Directors, I am pleased to write as your
    new President and present to you the Annual Report and Audited
    Financial Statements of DFZ Capital Berhad (“DFZ”) for the 14
    months ended 28 February 2009.

    FINANCIAL HIGHLIGHTS

    DFZ Group achieved total revenue of RM552.92 million for the 14 months ended 28 February 2009, which is RM247.95
    million or 81.3% higher than RM304.97 million recorded in the 12 months ended 31 December 2007. Prorating the revenue
    for 14 months ended 28 February 2009 to 12 months, the pro-rated revenue of RM473.93 million is still significantly
    higher by RM168.96 million or 55.40% from the previous financial year. DFZ has successfully unlocked the synergy from
    its newly acquired subsidiary, Emas Kerajang Sdn. Bhd. (“Emas Kerajang”) from Atlan Holdings Bhd. (“Atlan”), its holding
    company. DFZ Group now operates seamlessly from the two duty free complexes at Bukit Kayu Hitam, Kedah Darul Aman
    and Padang Besar, Perlis Indera Kayangan, the two major road gateways of Malaysia-Thai border at the west coast of
    Peninsular Malaysia, and hence it is able to amplify its strength in marketing, service quality and product offerings.

    DFZ Group achieved a profit after taxation of RM37.67 million for the 14 months ended 28 February 2009, which is RM19.10
    million or 102.85% higher than RM18.57 million achieved in the 12 months ended 31 December 2007. On a 12 months
    pro-rated basis, the pro-rated profit after taxation for the financial period under review of RM32.29 million is RM13.72
    million or 73.88% higher than that of the previous financial year.


    BUSINESS DEVELOPMENT

    On 8 January 2008, DFZ completed the acquisition of the entire equity interest of Emas Kerajang for a cash consideration
    of RM40.0 million. DFZ has focused greater energy during the financial period under review in operating its two duty free
    complexes at Bukit Kayu Hitam, Kedah Darul Aman and Padang Besar, Perlis Indera Kayangan, to unlock the available
    synergies, with aggressive marketing, better service quality and wider product offerings. The result is reflected through
    the high revenue and profit achieved. DFZ will continue its fruitful efforts at these outlets.

    On 3 July 2009, DFZ entered into a conditional Shares Sale Agreement to acquire the entire issued and paid-up share
    capital of Seruntun Maju Sdn. Bhd. (“Seruntun Maju”) for a cash consideration of RM13.0 million. Seruntun Maju owns
    and operates a duty free complex at Pengkalan Hulu, Grik, Perak, another road gateway of Malaysia-Thai border at the
    west coast of Peninsular Malaysia. Upon the completion of this acquisition, DFZ will further enhance its presence at the
    border town duty free market.

    The Johor Bahru ZON continues to be the happening place in Johor Bahru with its mix of themed restaurants, entertainment
    hall and outlets, café and pubs, enhanced water features and contemporary decor. On the other hand, DFZ’s hospitality
    segment faces more challenges in the current economic environment but it has benefited from the financial strength of
    DFZ Group.




8                                                                                                            Annual Repo r t 2 0 0 9
                                                                                          President’s Statement (Cont’d)




   OUTLOOK

   DFZ will continue to intensify its marketing efforts, enhance its service quality, extend its product offerings and explore new
   opportunities in duty free retailing. I believe there are still areas for us to capitalize our strength in the duty free market at
   the Malaysia-Thai border and we strive for it. I am confident that our other duty free outlets and our hospitality segment
   will improve further with the recovery of the economy.


   SHARE BUY-BACK

   In the financial period under review, DFZ purchased 1,000 ordinary shares for a total consideration of RM4,446. Together
   with 12,800 ordinary shares purchased earlier, all the 13,800 shares are held as treasury shares.


   ACKNOWLEDGEMENT

   We continue to receive invaluable guidance and assistance from government officers. I am very grateful to them.

   Our valued customers, suppliers, bankers and business associates have as usual given us their support, I thank you.

   I also wish to express my appreciation to our management and employees who have put in greater efforts and commitment
   to achieve the significant increased revenue and profit.

   To our shareholders, I thank you for your trust in us. Your trust encourages us to move forward and deliver our best and
   we are committed to do just that.

   Yours sincerely,

   Chen Siak Chan
   President
   15 July 2009




Annual Report 2009                                                                                                                      9
Statement On Corporate Governance

STATEMENT ON CORPORATE GOVERNANCE

The Board of Directors of DFZ Capital Berhad (“the Board”) is pleased to report to the shareholders on the manner the Group has
applied the principles and the extent of compliance with the best practices of corporate governance as set out in the Malaysian
Code on Corporate Governance (“Code”) together with the provisions contained in the Listing Requirements of Bursa Malaysia
Securities Berhad (“Bursa Securities”).

The Board is committed to ensuring that good corporate governance is practised throughout the Group as a fundamental element
and basis of discharging its responsibilities to protect shareholders’ value and enhance financial performance of the Group both
in the immediate future as well as in the long term.


BOARD OF DIRECTORS

The Board comprises members with a wide range of experience which brings an independent judgment to establish and execute
issues of strategy, performance, resources and standards of conduct.

The Board recognizes its ultimate responsibility and accountability for the Group’s operations and retains full and effective control
of the Group. The Board assumes responsibilities for determining the Company’s overall strategic direction, as well as development
and control of the Group. It has further adopted the pertinent responsibilities as listed in the Code to facilitate the discharge of
the Board’s stewardship function.

Key matters, such as approvals of annual and interim financial results, acquisitions and disposals, as well as material agreements,
major capital expenditures, budgets, long term plans and succession planning are reserved for the Board.


BOARD COMPOSITION AND BALANCE

The Board currently has six (6) members, comprising four (4) Independent Non-Executive Directors and two (2) Executive Directors.
The Company complies with Bursa Securities Listing Requirements for Independent Non-Executive Directors to make up at least
one-third (1/3) of the Board membership, as well as the requirement for a Director who is a member of the Malaysian Institute of
Accountants to sit on the Audit Committee.

The composition of the Board is fairly balanced and complements itself in providing industry-specific knowledge, technical
knowledge and commercial experience. Together, the Board members bring a wide range of business and financial experience
relevant to ensure the Group continues to be competitive in the duty free, trading and service industries.

A brief profile of each Director is presented in the preceding pages of this Annual Report.

There is a clear division of responsibilities between the Executive Directors and the Non-Executive Directors to ensure that there
is a balance of power and authority.

The presence of Independent Non-Executive Directors fulfills a pivotal role in corporate governance accountability and they
are fully independent of management and free from any relationship which could interfere with their unbiased and independent
judgment.

Balance is further ensured by way of active and unrestricted participation of Independent Non-Executive Directors in the deliberation
and decision of the Board. All Directors have full access to background information pertaining to all matters placed before them
for decision and are entitled to call for full disclosure by the management. This is to ensure that matters moved for decision by
the Board can be discussed and examined in a balanced manner that take into account the long term interests, not only of the
shareholders, but also of the employees, suppliers, customers and the communities with which the Group conducts businesses
with.




10                                                                                                               Annual Repo r t 2 0 0 9
                                                                Statement On Corporate Governance (Cont’d)



BOARD MEETINGS

The Board has at least four (4) regular scheduled meetings annually, with additional meetings convened as and when
necessary.

Eight (8) Board meetings were held during the period ended 28 February 2009. The attendance record of each Director is as
follows:

                                                                                                                     Attendance

Dato’ Chen Siak Chan                                                      (Appointed on 27-06-2008)                       3/3
Dato’ Sri Khalid bin Mohamad Jiwa                                                                                         7/8
Dato’ Mohamed Suhaimi bin Sulaiman                                                                                        8/8
Jeneral (B) Dato’ Sri Abdullah bin Ahmad @ Dollah bin Amad                (Appointed on 27-06-2008)                       3/3
Mohd Kamarudin bin Haron                                                                                                  8/8
Mohd Sharif bin Hj. Yusof                                                 (Appointed on 27-06-2008)                       3/3
Dato’ Ong Kar Beau                                                         (Resigned on 27-06-2008)                       5/5
Wong Peng Yew                                                                (Retired on 25-06-2008)                      5/5
Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah                            (Retired on 25-06-2008)                      5/5


SUPPLY OF INFORMATION

All Directors are provided with quarterly reports on major operational, financial and corporate issues prior to the Board Meetings.
Agenda and papers on specific subjects are sent to members of the Board in advance to ensure that there is sufficient time to
enable the Directors to obtain further explanations where necessary and to facilitate informed decision-making process.

All members of the Board, whether as a full Board or in their individual capacity, have access to all information within the Group
and ready and direct access to the advice and services of the Company Secretary to assist them in furtherance of their duties.
Where necessary, the Board may engage independent professional advisors, at the Group’s expense, on specialized issues to
enable them to discharge their duties proficiently.


APPOINTMENT AND RE-ELECTION OF DIRECTORS

In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors shall retire from office at every annual
general meeting (“AGM”) but shall be eligible for re-election. The Articles also provide that Directors appointed during the period
by the Board shall hold office only until the next AGM, and shall be eligible for re-election.

Director over seventy (70) years of age is subject to re-appointment annually in accordance with Section 129 (6) of the Companies
Act, 1965.


DIRECTORS’ TRAINING

The Board is mindful that it should receive appropriate continuous trainings and attend seminars and briefings in order to
broaden its perspectives and to keep abreast with the changes on guidelines issued by the relevant authorities as well as the
latest developments in the market place. The Board will continue to undergo other relevant training programmes as appropriate,
to further enhance its skills and knowledge. The Company organizes trainings at least once every two (2) years for the Board to
ensure the Board is kept up-to-date on relevant developments.




Annual Report 2009                                                                                                              11
Statement On Corporate Governance (Cont’d)



BOARD COMMITTEES

The Board has appointed Board Committees, which operate within clearly defined terms of reference. Standing committees of
the Board include the Audit Committee, the Nomination Committee and the Remuneration Committee.

(a)   Audit Committee

      The Audit Committee’s role and functions are set out on pages 17 to 20 of this Annual Report.

(b)   Nomination Committee

      The Nomination Committee, comprising exclusively Independent Non-Executive Directors, is given the responsibility of
      proposing new nominees for the Board including the Board’s committees and assessing the performance of each individual
      Director and overall effectiveness of the Board on an ongoing basis.

      The Nomination Committee currently comprises the following:

      •     Jeneral (B) Dato’ Sri Abdullah bin Ahmad @ Dollah bin Amad (Chairman)
      •     Dato’ Mohamed Suhaimi bin Sulaiman
      •     Mohd Kamarudin bin Haron

      The Committee met on 28 July 2009 to review the re-election/re-appointment of the retiring directors as well as the annual
      appraisal on the Company’s Directors pursuant to the Code.

      The appointment of new Directors is the responsibility of the full Board after considering the recommendation of the
      Nomination Committee.

      In making its recommendation, the Committee will consider the required mix of skills and experience and other qualities,
      including core competencies which Directors of the Company should bring to the Board.

      The Committee met twice during the period ended 28 February 2009.

(c)   Remuneration Committee

      The Remuneration Committee, consisting a majority of Independent Non-Executive Directors, is given the responsibility
      of recommending to the Board the framework and quantum values for the Executive Directors’ remuneration and the
      remuneration package for each Executive Director.

      The Remuneration Committee currently comprises the following:

      •     Dato’ Mohamed Suhaimi bin Sulaiman (Chairman)
      •     Dato’ Chen Siak Chan
      •     Jeneral (B) Dato’ Sri Abdullah bin Ahmad @ Dollah bin Amad

      The Committee met once during the period ended 28 February 2009 to deliberate on the remuneration of the Executive
      Directors.




12                                                                                                           Annual Repo r t 2 0 0 9
                                                                 Statement On Corporate Governance (Cont’d)



DIRECTORS’ REMUNERATION

The Board endeavours to ensure that the level of remuneration offered to Directors is sufficient to attract and retain people needed
to run the Group successfully. In the case of Executive Directors, the component parts of remuneration are structured to link
rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects the
experience and level of responsibilities undertaken by the particular Non-Executive Director concerned.

The policy of the Executive Directors’ Remuneration will be in line with the Group’s overall practice on pay and benefits. Non-
Executive Directors’ and the Independent Non-Executives’ remuneration will be a matter to be decided by the Board as a whole
with the Director concerned abstaining from deliberation and voting on decisions in respect of his individual remuneration. The
Company will reimburse reasonable expenses incurred by Non-Executive Directors in the course of their duties as Directors.

A summary of the remuneration of Directors for the period ended 28 February 2009 is as follows:

1.    Aggregate remuneration of Directors categorized into appropriate components:

                                                                       Salaries & other         Allowances
                                                                        emoluments               and Fees                Total
                                                                           RM’000                 RM’000                RM’000

      Executive Directors                                                    4,796                     –                    4,796
      Non-Executive Directors                                                 222                     44                     266

2.    Number of Directors whose remuneration fall into the following bands:

                                                                                             Executive          Non-Executive
                                                                                             Directors            Directors

      Below RM50,000                                                                              –                     4
      RM150,001 – RM200,000                                                                       –                     1
      RM250,001 – RM300,000                                                                       1                     –
      RM450,001 – RM500,000                                                                       1                     –
      RM750,001 – RM800,000                                                                       1                     –
      RM1,100,001 – RM1,150,000                                                                   1                     –




Annual Report 2009                                                                                                              13
Statement On Corporate Governance (Cont’d)



ACCOUNTABILITY AND AUDIT

Financial Reporting

In presenting the announcements of annual financial statements and quarterly financial results to shareholders, investors and
regulatory authorities, the Board aims to present a balanced and understandable assessment of the Group’s position and prospects.
The Audit Committee assists the Board in scrutinizing information for disclosure to ensure accuracy and adequacy.

The Statement by Directors pursuant to Section 169 of the Companies Act, 1965 is set out on page 28 of this Annual Report.

Statement of Directors’ Responsibilities in respect of the Audited Financial Statements

The Board is required by the Companies Act, 1965 to prepare financial statements which give a true and fair view of the state of
affairs of the Group and the Company at the end of each financial year and of their results and cash flows for the financial year.

In exercising the functions of the Board, the Directors have considered the following in preparing the financial statements:

i)     Appropriate accounting policies have been consistently applied by the Company;
ii)    Reasonable and prudent judgments and estimates have been made; and
iii)   All applicable approved accounting standards in Malaysia have been followed.

The Board is responsible for ensuring that the Company keeps proper accounting records, which disclose with reasonable
accuracy the financial position of the Company and to enable them to ensure that the financial statements comply with the
Companies Act, 1965.

The Board has overall responsibilities for taking such steps that are reasonably available to them to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities, if any.

Internal Control

The Board recognizes their responsibilities for the maintenance of a system of internal controls and reviewing its effectiveness. As
with any such system, controls can only provide reasonable but not absolute assurance against material misstatement or loss.

The Group’s Audit and Risk Assessment division regularly reports on compliance with internal financial controls and procedures
to the Audit Committee. It also ensures that the recommendations to improve controls are followed through by management.

Relationship with the External Auditors

The Board has always maintained a professional and transparent relationship with the External Auditors in seeking their professional
advice through the Audit Committee. The Audit Committee also met with the External Auditors twice during the period ended
2009 without the presence of management and Executive Directors in compliance with the best practice of the Code.

The role of the Audit Committee in relation to the External Auditors is described on pages 17 to 20 of this Annual Report.

Statement on Internal Control

The Statement on Internal Control provides an overview of the Internal Control within the Group and is set out on page 21 of this
Annual Report.




14                                                                                                              Annual Repo r t 2 0 0 9
                                                              Statement On Corporate Governance (Cont’d)



RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS

Dialogue between the Company and Investors

The Company acknowledges the importance of transparency and accountability to its shareholders and as such maintains a
constructive communication policy with its shareholders and investors through timely dissemination of information to ascertain
that they are well informed of any major developments of the Group.

In addition to the Company’s compliance with the continuing disclosure and announcement obligations contained in the Listing
Requirements of Bursa Securities, shareholders and investors are kept informed of the Group’s progress through the provision of
Annual Report, quarterly financial results, announcements to Bursa Securities and in the circulars to shareholders.

The Group has also established a website, www.dfzcapital.com.my, from which shareholders can access information on the
operations and activities of the Group.

Annual and Extraordinary General Meeting

The Board holds the view that the AGM serves as the primary means of communicating with its shareholders. At each AGM, the
Board presents the progress and performance of the Group’s businesses as contained in the Annual Report and encourages
shareholders to participate in the questions and answers session. The members of the Board and Board Committees are available
to respond to the shareholders’ questions during the meeting.

Extraordinary general meetings (“EGM”) are held as and when shareholders’ approvals are required on specific matters. Each item
of special business included in the notice of the AGM and each item of the EGM are accompanied by an explanatory statement
to facilitate full understanding and evaluation of issue involved.




Annual Report 2009                                                                                                        15
Additional Compliance Information

1.    UTILISATION OF PROCEEDS
      The Company did not raise funds through any corporate proposal/shareholders’ mandate under Section 132D of the
      Companies Act, 1965 during the period.

2.    SHARE BUY-BACK
      The information on share buy-back for the period is presented in the Directors’ Report.

3.    OPTIONS OR CONVERTIBLE SECURITIES
      During the period, the Company increased its ordinary shares capital by the creation of the followings:-
      (a)     Conversion of 6,223,756 Irredeemable Convertible Preference Shares Series A 2005/2010 (“ICPS-A”) to 565,796
              ordinary shares by way of tendering equivalent par value of the ICPS-A to satisfy the conversion price of RM1.10 per
              new ordinary shares.
      (b)     Conversion of 22,800 Irredeemable Convertible Preference Shares Series B1 2004/2009 (“ICPS-B1”) to 22,800 ordinary
              shares; and 24,400 Irredeemable Convertible Preference Shares Series B2 2004/2009 (“ICPS-B2”) to 24,400 ordinary
              shares and 10,691,307 Irredeemable Convertible Preference Shares Series C 2004/2009 (“ICPS-C) to 10,691,307
              ordinary shares by way of tendering (1) unit ICPS-B1 and ICPS-B2 and ICPS-C respectively for conversion into (1)
              new ordinary share 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.

4.    DEPOSITORY RECEIPTS PROGRAMME
      The Company did not sponsor any depository receipts programme during the period.

5.    SANCTIONS AND/OR PENALTIES
      There were no sanctions or penalties imposed on the Company and its subsidiaries, Directors or management by the relevant
      regulatory bodies during the period.

6.    NON-AUDIT FEES
      Non-audit fees were paid to the external auditors by the Company and Group for the period ended 28 February 2009
      amounted to RM4,660 and RM101,173 respectively.

7.    VARIATION IN RESULTS
      There is no material variance between the audited results and unaudited results previously announced.

8.    PROFIT GUARANTEE
      There was no profit guarantee given by the Company during the period.

9.    MATERIAL CONTRACTS
      Save as disclosed below, there were no material contracts entered into by the Company and its subsidiaries involving
      Directors’ and major shareholders’ interests which were still subsisting as at the end of the period or if not then subsisting,
      entered into since the end of the previous financial year:
      (i)     Kelana Megah Sdn. Bhd. (“KMSB”), a wholly-owned subsidiary of the Company had entered into a Tenancy Agreement,
              Deed of Assignment and Powers of Attorney with Naluri Corporation Berhad (“Naluri”), previously a major shareholder
              of the Company, in respect of the leaseback of the duty free complex in Johor Bahru from 1 December 2004 for a
              consideration of RM10.0 million per annum and upon the terms and conditions contained in the said Tenancy Agreement.
              The rights and obligations of Naluri under the leaseback arrangement have been subsequently transferred/novated by
              Naluri to Darul Metro Sdn. Bhd., a wholly-owned subsidiary of Atlan Holdings Bhd. (“Atlan”) which in turn is a major
              shareholder of the Company, as the new owner of the said duty free complex.
      (ii)    KMSB had entered into various agreements with Tenggara Senandung Sdn. Bhd. (“TSSB”), a wholly-owned subsidiary
              of Atlan, for the rental and management of a shoplot, the ferry terminal together with the car parks all located at the
              duty free complex in Johor Bahru from 1 November 2003 onwards for a total cash consideration of RM2.64 million
              per annum and upon the terms and conditions contained in the said agreements.
      (iii)   Cergasjaya Sdn. Bhd. and Cergasjaya Properties Sdn. Bhd., both wholly-owned subsidiaries of the Company, have
              entered into various agreements with TSSB for the management of the car parks located at the duty free complex in
              Bukit Kayu Hitam from 1 July 2004 for a total cash consideration of RM0.24 million per annum and upon the terms
              and conditions contained in the said agreements.

10.   REVALUATION POLICY ON LANDED PROPERTIES
      The Group has not adopted a policy of regular revaluation of such assets as permitted under the transitional provisions.

11.   RECURRENT RELATED PARTY TRANSACTIONS
      There were no recurrent related party transactions of a revenue nature entered into during the period ended 28 February
      2009.



16                                                                                                               Annual Repo r t 2 0 0 9
                                                                           Audit Committee Report

1.   COMPOSITION

     The Audit Committee consists of three (3) independent members of the Board of Directors (“the Board”). The members are
     as follows:

     Dato’ Mohamed Suhaimi bin Sulaiman (Chairman)                    :    Independent Non-Executive Director

     Jeneral (B) Dato’ Sri Abdullah bin Ahmad @ Dollah bin Amad       :    Independent Non-Executive Director
      (Appointed on 22 July 2008)

     Mohd Sharif bin Hj. Yusof                                        :    Independent Non-Executive Director
      (Appointed on 22 July 2008)


2.   TERMS OF REFERENCE

     The terms of reference of the Audit Committee are as follows:

     2.1   Objectives

           The principal objectives of the Audit Committee are to assist the Board in discharging its statutory duties and
           responsibilities relating to accounting and financial reporting practices of the Company and its subsidiaries (“the
           Group”). In addition, the Audit Committee shall:
           (a)  evaluate the quality of the audits performed by the internal and external auditors;
           (b)  provide assurance that the financial information presented by management is relevant, reliable and timely;
           (c)  oversee compliance with laws and regulations and observance of a proper code of conduct; and
           (d)  determine the adequacy and effectiveness of the Group’s internal control environment and quality of the
                audits.

     2.2   Composition

           The Audit Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of
           no fewer than three (3) members. All the Audit Committee members must be non-executive directors, with a majority of
           them being independent directors. No alternate director is to be appointed as a member of the Audit Committee.

           At least one (1) member of the Audit Committee:
           (a)   must be a member of the Malaysian Institute of Accountants; or
           (b)   if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working
                 experience and:
                 (i)      he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act,
                          1967; or
                 (ii)     he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule
                          of the Accountants Act, 1967; or
           (c)   fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad (“Bursa
                 Securities”).

           The Chairman of the Audit Committee shall be appointed among the members of the Audit Committee who shall be
           an independent director.

           The definition of “independent director” shall have the meaning given in Chapter 1.01 of the Listing Requirements of
           Bursa Securities.




Annual Report 2009                                                                                                        17
Audit Committee Report (Cont’d)



2.   TERMS OF REFERENCE (CONT’D)

     2.3   Meetings

           The Audit Committee shall hold at least four (4) regular meetings per year, with due notice of issues to be discussed
           and shall record its conclusions in discharging its duties and responsibilities. In addition, the Chairman may call for
           additional meetings at any time at the Chairman’s discretion.

           The quorum for the Audit Committee meeting shall be the majority of members present whom must be independent
           directors.

           Upon the request of the external auditors, the Chairman of the Audit Committee shall convene a meeting of the Audit
           Committee to consider any matter the external auditors believe should be brought to the attention of the directors or
           shareholders.

           Notice of Audit Committee meetings shall be given to all the Audit Committee members unless the Audit Committee
           waives such requirement.

           The finance manager, the head of internal audit and representatives of the external auditors shall normally attend
           meetings. Other Board members and employees may attend meetings upon the invitation of the Audit Committee.
           However, the Audit Committee shall meet with the external auditors, the internal auditors or both, without other Board
           members and management present whenever deemed necessary.

           Questions arising at any meeting of the Audit Committee shall be decided by a majority of votes of the members
           present, and in the case of equality of votes, the Chairman of the Audit Committee shall have a second or casting
           vote.

           The Company Secretary shall be the secretary of the Audit Committee.

     2.4   Authority

           The Audit Committee shall, in accordance with a procedure to be determined by the Board and at the expense of the
           Company:
           (a)  have explicit authority to investigate any matter within its terms of reference;
           (b)  have the resources which are required to perform its duties;
           (c)  have full and unrestricted access to any information pertaining to the Company;
           (d)  have direct communication channels with the external auditors and person(s) carrying out the internal audit
                function or activity;
           (e)  be able to obtain independent professional or other advice; and
           (f)  be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance
                of other directors and employees of the Company, whenever deemed necessary.

           Where the Audit Committee is of the view that the matter reported by it to the Board has not been satisfactorily
           resolved resulting in a breach of the Listing Requirements, the Audit Committee shall promptly report such matter to
           Bursa Securities.

     2.5   Duties and Responsibilities

           The duties and responsibilities of the Audit Committee are as follows:
           (a)  To consider the appointment of the external auditors, the audit fee and any question of resignation or
                dismissal;
           (b)  To discuss with the external auditors before the audit commences, the nature and scope of the audit, ensure
                co-ordination where more than one (1) audit firm is involved;
           (c)  To review the quarterly and year-end financial statements before submission to the Board, focusing particularly
                on:
                • any changes to the accounting policies and practices;
                • significant adjustments arising from the audit;
                • the going concern assumption; and
                • compliance with accounting standards and other legal requirements.
           (d)  To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may
                wish to discuss (in the absence of management, where necessary);
           (e)  To review the external auditors’ management letter and management’s response;




18                                                                                                            Annual Repo r t 2 0 0 9
                                                                                  Audit Committee Report (Cont’d)



2.   TERMS OF REFERENCE (CONT’D)

     2.5   Duties and Responsibilities (Cont’d)

           (f)   To do the following, in relation to the internal audit function:
                 • review the adequacy of the scope, functions, competency and resources of the internal audit function, and
                     that it has the necessary authority to carry out its work;
                 • review the internal audit programme and results of the internal audit process and, where necessary, ensure
                     that appropriate actions are taken on the recommendations of the internal audit function;
                 • review any appraisal or assessment of the performance of members of the internal audit function;
                 • approve any appointment or termination of senior staff members of the internal audit function; and
                 • take cognisance of resignations of internal audit staff members and provide the resigning staff member an
                     opportunity to submit his reasons for resigning.
           (g)   To consider the major findings of internal investigations and management’s response;
           (h)   To report its findings on the financial and management performance, and other material matters to the Board;
           (i)   To review any related party transaction and conflict of interest situation that may arise within the Company
                 or Group including any transaction, procedure or course of conduct that raises questions of management’s
                 integrity;
           (j)   To review with the external auditors, their evaluation of the system of internal controls and their audit report;
           (k)   To consider and make recommendations to the Board, to be put to shareholders for approval at the general
                 meeting in relation to the appointment, re-appointment and removal of the Company’s external auditors;
           (l)   To verify the allocation of share option scheme (“ESOS”) in compliance with the criteria as stipulated in the
                 by-law of ESOS of the Company, if any; and
           (m)   To consider and examine any other matters as defined by the Board from time to time.

     2.6   Reporting Procedures

           Minutes of each meeting shall be distributed to each member of the Audit Committee. The Audit Committee Chairman
           shall report on each meeting to the Board.

           The minutes of the Audit Committee meeting shall be signed by the Chairman of the meeting at which the proceedings
           were held or by the Chairman of the next succeeding meeting.


3.   ATTENDANCE

     The Audit Committee met six (6) times during the period ended 28 February 2009 and the attendance of the members for
     the meetings held during the period are as follows:

     Members                                                                                               Attendance

     Dato’ Mohamed Suhaimi bin Sulaiman                                                                         6/6

     Jeneral (B) Dato’ Sri Abdullah bin Ahmad @ Dollah bin Amad                                                 3/3
     (Appointed on 22 July 2008)

     Mohd Sharif bin Hj. Yusof                                                                                  3/3
     (Appointed on 22 July 2008)

     Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah                                                          3/3
     (Retired on 25 June 2008)

     Wong Peng Yew                                                                                              3/3
     (Retired on 25 June 2008)




Annual Report 2009                                                                                                          19
Audit Committee Report (Cont’d)



4.   ACTIVITIES OF THE AUDIT COMMITTEE DURING THE PERIOD ENDED 28 FEBRUARY 2009

     During the period ended 28 February 2009, the Audit Committee carried out the following activities in the discharge of its
     functions and duties:

     •     Reviewed and discussed the re-election of the external auditors of the Company before tabling to the shareholders
           for approval at the annual general meeting.
     •     Reviewed with the external auditors their audit plan, audit approach and reporting requirements before the
           commencement of the audit.
     •     Reviewed the quarterly and annual consolidated financial statements of the Group before submission to the Board
           for approval.
     •     Reviewed any related party transactions that may arise within the Group or Company.
     •     Reviewed with the external auditors their audit findings and approved for adoption their recommendations.
     •     Reviewed the internal audit programme, considered the major findings of the internal audit programme and
           management’s response and ensure appropriate action was taken.


5.   INTERNAL AUDIT FUNCTION

     The Audit Committee is supported by an independent and adequately resourced internal audit function. The Committee is
     aware of the fact that an independent and adequately resourced internal audit function is essential to assist in obtaining
     the assurance it requires regarding the effectiveness of the internal control.

     The main role of the internal audit function is to review the effectiveness of the system of internal control. This is performed
     with impartiality, proficiency and due professional care.

     During the period, the internal audit activities have been carried out according to the internal audit plan which has been
     approved by the Audit Committee.




20                                                                                                               Annual Repo r t 2 0 0 9
                                                                 Statement On Internal Control

The Board assumes the responsibilities for the Group’s system of internal control and for reviewing the adequacy and integrity
of those systems. However, such system is designed to manage the risk of failure to achieve business objectives and provide
reasonable and not absolute assurance against material misstatement or loss.

In compliance with the Listing Requirements of the Bursa Malaysia Securities Berhad in the annual reports and the publication of
guidance for directors on internal control, “Statement on Internal Control: Guidance for Directors of Public Listed Companies”, the
Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group
and this has been in place during the period and up to the date of approval of the annual report and financial statements.

The Board further confirms that this process is regularly reviewed by the Board and accords with the guidance.

The Group’s system of internal control is maintained to achieve the following objectives:

•     Safeguard the shareholders’ interest and assets of the Group.

•     Ensure the achievement of financial and operational objectives.

•     Ensure compliance with regulatory requirements.

•     Identify and manage risks affecting the Group.

Salient features of the framework of internal control system of the Group are as follows:

•     The management and organisation structure are well defined, with clear line of responsibilities and delegation of
      authorities.

•     Key responsibilities are properly segregated in achieving a proper check and balance review and approval process.

•     Executive Directors and heads of divisions meet regularly to discuss operational, corporate, financial and key management
      issues.

•     The Board continuously assesses the key business risks with the help of the Audit Committee and external professionals.

•     Financial results are reviewed quarterly by the Board and the Audit Committee.

•     Internal control policies and procedures are properly documented and communicated to all staff members.

•     Through the internal audit process, the effectiveness of internal control policies and procedures are subject to continuous
      assessments, reviews and improvements.

•     Effective reporting system to ensure timely generation of financial information for management review.

The Directors are of the opinion that the existing system of internal control is adequate in achieving the above objectives.

The external auditors have reviewed the Statement on Internal Control as required by the Listing Requirements of Bursa Malaysia
Securities Berhad. Their review was performed in accordance with Recommended Practice Guide 5 issued by the Malaysian
Institute of Accountants.




Annual Report 2009                                                                                                             21
Corporate Social Responsibility

The Board of Directors of DFZ Capital Berhad recognises the importance of balancing the interest of all or key stakeholders – our
customers, our shareholders, our employees, our suppliers and the communities in which we work. We see the need for corporate
social responsibility (“CSR”) as an integral part of the whole operations and a key factor in our continued growth and success of
the businesses of the Group. The CSR initiatives undertaken by the Group are summarised below.


COMMUNITY

We encourage all our businesses to support the particular needs of their communities by contributing to local charities and
community initiatives. Support takes the form of employees’ time and skill, gifts in kind and cash donations. We continue to
support education and welfares in our local communities.

During the financial period, the Group had contributed donations to various worthy organizations including non-profit organization
like Yayasan Harmoni, which promotes the welfare of orphans, single mothers and the less fortunate.

One of the subsidiaries, Kelana Megah Sdn. Bhd., took pride in organizing the official launch of the joint project by our holding
company, Atlan Holdings Bhd., Yayasan Harmoni and Aman Palestin Berhad to raise funds to build a specialist clinic in Gaza,
Palestine, on 7 March 2009 in its complex, at The Zon Johor Bahru. The collection has been encouraging to date.

The Zon Johor Bahru also organized a Health Education Campaign together with a health consultancy firm and supported by the
Johor State Health Department to provide awareness of various health threats and free tests for various diseases in April 2009.

The Group will continue to support and encourage all our employees and businesses to find ways to help their communities.


WORKPLACE

The Group aims to attract, retain and motivate the highest calibre of employees within the operating structure that encourages
their contribution and development, considers its human resource as its most valuable asset, and thus, ensures that it is well
taken care of. The employees have access to trainings (internal and external) for their continuous improvement and development
so as to help our employees prepare for new initiatives, as well as equipping them with the very best customer service skills. In
addition, health and safety awareness programs and sports activities were held to encourage employees to lead a healthy lifestyle.
The Group also organised annual dinners and festive celebrations for its employees.


ENVIRONMENT

Good environment practice and the impact that our operations have on the environment are of great importance to the Group. We
undertook several initiatives in preserving the environment, including reducing the usage of paper via electronic communication
and recycling paper and closely monitor energy consumption such as replacing existing equipments with more energy efficient
and fitting temperature control devices.

Kelana Megah Sdn. Bhd. participated in the “Earth Hour” worldwide awareness program on global warming which took place on
the 28 March 2009, whereby the non essential lights at the complex were switched off from 8.30pm – 9.30pm that night.


MARKETPLACE

The Group ensures that its operations are in line with the best practices guidelines set in the Code of Corporate Governance.
All activities are conducted at arms length and do not favour any single party. The Group makes efforts to create a pleasant and
convenient shopping experience for our customers.

Corporate social responsibility is an on-going process, and the Group is committed to continue its efforts to ensure that it makes
a difference to the society and world at large.




22                                                                                                             Annual Repo r t 2 0 0 9
                                                           09              financial statements


                     Directors’ Report .................................................................... 24
                     Statement By Directors & Statutory Declaration .................... 28
                     Independent Auditors’ Report ................................................ 29
                     Income Statements ................................................................. 30
                     Balance Sheets ....................................................................... 31
                     Consolidated Statement Of Changes In Equity ...................... 33
                     Company Statement Of Changes In Equity ............................ 34
                     Cash Flow Statements ........................................................... 35
                     Notes To The Financial Statements ........................................ 37




Annual Report 2009                                                                                          23
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.


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.




24                                                                                                                 Annual Repo r t 2 0 0 9
                                                                                               Directors’ Report (Cont’d)



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 Amad         (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


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.


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.




Annual Report 2009                                                                                                             25
Directors’ Report (Cont’d)



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.

(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.




26                                                                                                                 Annual Repo r t 2 0 0 9
                                                                                               Directors’ Report (Cont’d)



OTHER STATUTORY INFORMATION (CONT’D)

(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.


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




Annual Report 2009                                                                                                             27
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 30 to 87 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 30 to 87 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




28                                                                                                            Annual Repo r t 2 0 0 9
                                                                    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 30 to 87.

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.

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 financial statements 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




Annual Report 2009                                                                                                              29
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.




30                                                                                                            Annual Repo r t 2 0 0 9
                                                                                 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




Annual Report 2009                                                                                          31
Balance Sheets (Cont’d)
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

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.




32                                                                                                   Annual Repo r t 2 0 0 9
                                             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)
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)            –            –                –           –           –           –
Purchase of treasury shares            –                –            –             –           (4)               –          (4)          –          (4)
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




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




Annual Report 2009                                                                                                                               33
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)          –            –                –
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




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




34                                                                                                   Annual Repo r t 2 0 0 9
                                                                       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)
Decrease/(increase) in trade and other receivables                  23,969       2,101          2,303       (2,369)
Increase in inventories                                            (35,887)     (5,038)              –            –
Increase/(decrease) 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)




Annual Report 2009                                                                                             35
Cash Flow Statements (Cont’d)
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 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

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.




36                                                                                                          Annual Repo r t 2 0 0 9
                                                     Notes To The Financial Statements
                                                                                                           - 28 February 2009


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.

     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.




Annual Report 2009                                                                                                              37
Notes To The Financial Statements (Cont’d)
- 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     2.2   Summary of significant accounting policies (Cont’d)

           (a)   Subsidiaries and basis of consolidation (Cont’d)

                 ii.    Basis of consolidation (Cont’d)

                        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.

           (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 land 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.




38                                                                                                                  Annual Repo r t 2 0 0 9
                                                                     Notes To The Financial Statements (Cont’d)
                                                                                                             - 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     2.2   Summary of significant accounting policies (Cont’d)

           (c)   Property, plant and equipment and depreciation (Cont’d)

                 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.

           (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.




Annual Report 2009                                                                                                               39
Notes To The Financial Statements (Cont’d)
- 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     2.2   Summary of significant accounting policies (Cont’d)

           (e)   Land held for property development and property development costs (Cont’d)

                 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.

           (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.




40                                                                                                            Annual Repo r t 2 0 0 9
                                                                   Notes To The Financial Statements (Cont’d)
                                                                                                          - 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     2.2   Summary of significant accounting policies (Cont’d)

           (g)   Impairment of non-financial assets (Cont’d)

                 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.

                 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.

                 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.




Annual Report 2009                                                                                                            41
Notes To The Financial Statements (Cont’d)
- 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     2.2   Summary of significant accounting policies (Cont’d)

           (i)   Financial instruments (Cont’d)

                 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.

                        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.




42                                                                                                                  Annual Repo r t 2 0 0 9
                                                                     Notes To The Financial Statements (Cont’d)
                                                                                                              - 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     2.2   Summary of significant accounting policies (Cont’d)

           (j)   Leases (Cont’d)

                 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.

                 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.




Annual Report 2009                                                                                                                 43
Notes To The Financial Statements (Cont’d)
- 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     2.2   Summary of significant accounting policies (Cont’d)

           (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”).

                 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.




44                                                                                                               Annual Repo r t 2 0 0 9
                                                                    Notes To The Financial Statements (Cont’d)
                                                                                                          - 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     2.2   Summary of significant accounting policies (Cont’d)

           (o)   Foreign currencies (Cont’d)

                 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.

                 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.




Annual Report 2009                                                                                                            45
Notes To The Financial Statements (Cont’d)
- 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     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
           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.

     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.




46                                                                                                             Annual Repo r t 2 0 0 9
                                                                    Notes To The Financial Statements (Cont’d)
                                                                                                            - 28 February 2009



2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     2.5   Significant accounting estimates and judgements (Cont’d)

           (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).

                 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




Annual Report 2009                                                                                                              47
Notes To The Financial Statements (Cont’d)
- 28 February 2009



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.


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




48                                                                                                  Annual Repo r t 2 0 0 9
                                                                     Notes To The Financial Statements (Cont’d)
                                                                                                             - 28 February 2009



6.   DIRECTORS’ REMUNERATION (CONT’D)

     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.

     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.




Annual Report 2009                                                                                                               49
Notes To The Financial Statements (Cont’d)
- 28 February 2009



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             –                 –
     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.


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




50                                                                                                         Annual Repo r t 2 0 0 9
                                                                      Notes To The Financial Statements (Cont’d)
                                                                                                       - 28 February 2009



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.

      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




Annual Report 2009                                                                                                         51
Notes To The Financial Statements (Cont’d)
- 28 February 2009



10.   INCOME TAX EXPENSE (CONT’D)

                                                                                                           1.1.2008       1.1.2007
                                                                                                                 to             to
                                                                                                          28.2.2009     31.12.2007
                                                                                                            RM’000         RM’000

      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              –                –


      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




52                                                                                                               Annual Repo r t 2 0 0 9
                                                         Notes To The Financial Statements (Cont’d)
                                                                                        - 28 February 2009



12.   DIVIDEND

                                                              Dividends in respect     Dividends recognised
                                                                 of period/year            in 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            –

      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




Annual Report 2009                                                                                       53
Notes To The Financial Statements (Cont’d)
- 28 February 2009



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.




54                                                                                                               Annual Repo r t 2 0 0 9
                                                             Notes To The Financial Statements (Cont’d)
                                                                                               - 28 February 2009



13.   PROPERTY, PLANT AND EqUIPMENT (CONT’D)

                                                                                  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




Annual Report 2009                                                                                              55
Notes To The Financial Statements (Cont’d)
- 28 February 2009



13.   PROPERTY, PLANT AND EqUIPMENT (CONT’D)

                                                                                      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




56                                                                                                          Annual Repo r t 2 0 0 9
                                                       Notes To The Financial Statements (Cont’d)
                                                                                   - 28 February 2009



13.   PROPERTY, PLANT AND EqUIPMENT (CONT’D)

      *     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


      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




Annual Report 2009                                                                                 57
Notes To The Financial Statements (Cont’d)
- 28 February 2009



13.   PROPERTY, PLANT AND EqUIPMENT (CONT’D)

      *      Land and buildings of the Group

                                                          Freehold
                                                              land    Buildings            Total
                                                           RM’000      RM’000            RM’000

      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


                                                                      Furniture,
                                                                        fittings,
                                                                           office
                                                                     equipment
                                                                             and
      Company                                          Renovations    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                                        –              –                –




58                                                                            Annual Repo r t 2 0 0 9
                                                                    Notes To The Financial Statements (Cont’d)
                                                                                                           - 28 February 2009



13.   PROPERTY, PLANT AND EqUIPMENT (CONT’D)

                                                                                                         Furniture,
                                                                                                           fittings,
                                                                                                              office
                                                                                                        equipment
                                                                                                                and
      Company                                                                         Renovations        computer         Total
                                                                                          RM’000           RM’000       RM’000

      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                                                                         –               –            –


      (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




Annual Report 2009                                                                                                          59
Notes To The Financial Statements (Cont’d)
- 28 February 2009



13.   PROPERTY, PLANT AND EqUIPMENT (CONT’D)

      (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


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.




60                                                                                                        Annual Repo r t 2 0 0 9
                                                                  Notes To The Financial Statements (Cont’d)
                                                                                                       - 28 February 2009



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.


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            –




Annual Report 2009                                                                                                      61
Notes To The Financial Statements (Cont’d)
- 28 February 2009



17.   GOODWILL (CONT’D)

      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


      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




62                                                                                                            Annual Repo r t 2 0 0 9
                                                                   Notes To The Financial Statements (Cont’d)
                                                                                                           - 28 February 2009



18.   INVESTMENTS IN SUBSIDIARIES (CONT’D)

      (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. Bhd.               100.00        100.00       Investment holding and resort 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 Sdn. Bhd.          100.00        100.00       Wholesaler and distributor of duty 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 Sdn. Bhd.       100.00        100.00       Wholesaler and distributor of duty 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) Sdn. Bhd.        100.00        100.00       Retailer of duty free and non-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.

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

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




Annual Report 2009                                                                                                             63
Notes To The Financial Statements (Cont’d)
- 28 February 2009



18.   INVESTMENTS IN SUBSIDIARIES (CONT’D)

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

            Held through Orchard Boulevard Sdn. Bhd.

            Incorporated in Malaysia:

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

            Radiant Ranch Sdn. Bhd.                  100.00        100.00     Resort development.

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

            Black Forest Golf and                    100.00        100.00     Golf and country club operator.
             Country Club Sdn. Bhd.

            Cergasjaya Properties Sdn. Bhd.          100.00        100.00     Resort development and properties 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. Bhd.         100.00        100.00     Hire and drive services and tour 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.

            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.




64                                                                                                            Annual Repo r t 2 0 0 9
                                                                     Notes To The Financial Statements (Cont’d)
                                                                                                        - 28 February 2009



18.   INVESTMENTS IN SUBSIDIARIES (CONT’D)

      (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 (M) 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


            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   Acquiree’s
                                                                                                     recognised       carrying
                                                                                                  on 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




Annual Report 2009                                                                                                          65
Notes To The Financial Statements (Cont’d)
- 28 February 2009



18.   INVESTMENTS IN SUBSIDIARIES (CONT’D)

      (d)   Acquisition of subsidiaries (Cont’d)

                                                                                                                    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.


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




66                                                                                                      Annual Repo r t 2 0 0 9
                                                                     Notes To The Financial Statements (Cont’d)
                                                                                                           - 28 February 2009



19.   TRADE AND OTHER RECEIVABLES (CONT’D)

                                                                                    Group                        Company
                                                                            28.2.2009 31.12.2007          28.2.2009 31.12.2007
                                                                              RM’000      RM’000            RM’000     RM’000

      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.

            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.




Annual Report 2009                                                                                                             67
Notes To The Financial Statements (Cont’d)
- 28 February 2009



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




68                                                                                                         Annual Repo r t 2 0 0 9
                                                                                      Notes To The Financial Statements (Cont’d)
                                                                                                                                       - 28 February 2009



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                                                                Total
                                    (Issued                                              (Issued                                                               share
                                         and                                                 and
                                 fully paid)   ICPS-A ICPS-B1 ICPS-B2          ICPS-C fully paid)     ICPS-A ICPS-B1 ICPS-B2           ICPS-C Subtotal        capital
                                        ‘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


                                                                                                 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.




Annual Report 2009                                                                                                                                             69
Notes To The Financial Statements (Cont’d)
- 28 February 2009



22.   SHARE CAPITAL AND TREASURY SHARES (CONT’D)

      (a)   Irredeemable convertible preference shares (“ICPS”) (Cont’d)

            (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.

            (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.

            (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.




70                                                                                                                 Annual Repo r t 2 0 0 9
                                                                     Notes To The Financial Statements (Cont’d)
                                                                                                            - 28 February 2009



22.   SHARE CAPITAL AND TREASURY SHARES (CONT’D)

      (b)   Employees’ Share Option Scheme (“ESOS”) (Cont’d)

            (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.

            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.




Annual Report 2009                                                                                                             71
Notes To The Financial Statements (Cont’d)
- 28 February 2009



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


      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:

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

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




72                                                                                                      Annual Repo r t 2 0 0 9
                                                                    Notes To The Financial Statements (Cont’d)
                                                                                                           - 28 February 2009



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


      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




Annual Report 2009                                                                                                        73
Notes To The Financial Statements (Cont’d)
- 28 February 2009



26.   DEFERRED TAX (CONT’D)

      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


      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.




74                                                                                                             Annual Repo r t 2 0 0 9
                                                               Notes To The Financial Statements (Cont’d)
                                                                                                   - 28 February 2009



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


      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




Annual Report 2009                                                                                                   75
Notes To The Financial Statements (Cont’d)
- 28 February 2009



28.   TRADE AND OTHER PAYABLES (CONT’D)

      (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.

      (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.




76                                                                                                          Annual Repo r t 2 0 0 9
                                                                   Notes To The Financial Statements (Cont’d)
                                                                                                       - 28 February 2009



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.


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




Annual Report 2009                                                                                                        77
Notes To The Financial Statements (Cont’d)
- 28 February 2009



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.

      (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.




78                                                                                                                 Annual Repo r t 2 0 0 9
                                                                      Notes To The Financial Statements (Cont’d)
                                                                                                              - 28 February 2009



31.   MATERIAL LITIGATIONS (CONT’D)

      (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.

             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.




Annual Report 2009                                                                                                                79
Notes To The Financial Statements (Cont’d)
- 28 February 2009



31.   MATERIAL LITIGATIONS (CONT’D)

      (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.

              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               –                –
              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




80                                                                                                                 Annual Repo r t 2 0 0 9
                                                                    Notes To The Financial Statements (Cont’d)
                                                                                                           - 28 February 2009



32.   RELATED PARTY DISCLOSURES (CONT’D)

            (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


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.




Annual Report 2009                                                                                                             81
Notes To The Financial Statements (Cont’d)
- 28 February 2009



33.   FINANCIAL INSTRUMENTS (CONT’D)

      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)


      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.




82                                                                                                                     Annual Repo r t 2 0 0 9
                                                                              Notes To The Financial Statements (Cont’d)
                                                                                                                       - 28 February 2009



33.   FINANCIAL INSTRUMENTS (CONT’D)

      (c)   Foreign currency risk (Cont’d)

            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:

            Functional                                                                                       United
              currency of                             Australian          Japanese Singapore     Sterling    States     Thai Indonesia
              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




Annual Report 2009                                                                                                                         83
Notes To The Financial Statements (Cont’d)
- 28 February 2009



33.   FINANCIAL INSTRUMENTS (CONT’D)

      (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                –                –


            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.




84                                                                                                                  Annual Repo r t 2 0 0 9
                                                                     Notes To The Financial Statements (Cont’d)
                                                                                                           - 28 February 2009



34.   SEGMENT INFORMATION (CONT’D)

      (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.

      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




Annual Report 2009                                                                                                             85
Notes To The Financial Statements (Cont’d)
- 28 February 2009



34.   SEGMENT INFORMATION (CONT’D)

      Business segments (Cont’d)

                                                    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


      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




86                                                                                                     Annual Repo r t 2 0 0 9
                                                                  Notes To The Financial Statements (Cont’d)
                                                                                                       - 28 February 2009



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.

      (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




Annual Report 2009                                                                                                        87
Analysis Of Ordinary And Preference Shareholdings
as at 30 June 2009


DIRECTORS’ DIRECT AND DEEMED INTERESTS IN THE COMPANY AND/OR ITS RELATED COMPANIES

According to the Register of Directors’ Shareholdings required to be kept under Section 134 of the Companies Act, 1965 the
Directors’ interests in the Company and its related companies are as follows:-

a)   Shares in the Company

     None of the Directors had any interest in ordinary shares and irredeemable convertible preference shares in the
     Company.

b)   Shares and warrants in the holding company, Atlan Holdings Bhd.

                                                                          Direct Interest             Direct Interest
                                                                             No. of                  No. of
                                                                   Ordinary Shares Percentage      Warrants Percentage
                                                                              held        (%)          held           (%)

     Dato’ Chen Siak Chan                                              20,200,000         8.89            –                –
     Dato’ Mohamed Suhaimi bin Sulaiman                                   120,000         0.05      153,750             0.78

     Other than disclosed above, none of the other Directors had any interest in ordinary shares and warrants in its related
     companies.


ORDINARY SHARES OF RM1.00 EACH (“ORDINARY SHARES”)

Class of Shares     :      Ordinary Shares of RM1.00 each

Voting Rights       :      One (1) vote per ordinary share


DISTRIBUTION OF ORDINARY SHAREHOLDINGS

                                                                                                     No. of
                                                                           No. of Percentage       Ordinary Percentage
Holdings                                                             Shareholders        (%)        Shares         (%)

Less than 100                                                               4,323        72.74     147,545              0.09
100 – 1,000                                                                 1,400        23.56     349,875              0.22
1,001 – 10,000                                                                165         2.78     500,167              0.31
10,001 – 100,000                                                               23         0.39     588,531              0.37
100,001 to less than 5% of issued shares                                       30         0.50 39,488,431              24.55
5% and above of issued shares                                                   2         0.03 119,767,881             74.46

TOTAL                                                                       5,943       100.00 160,842,430*          100.00

*    Excludes 3,430,200 ordinary shares held as treasury shares.




88                                                                                                       Annual Repo r t 2 0 0 9
                                          Analysis Of Ordinary And Preference Shareholdings (Cont’d)
                                                                                   as at 30 June 2009



THIRTY (30) LARGEST SHAREHOLDERS
                                                                                    No. of
                                                                                  Ordinary Percentage
     Name                                                                          Shares         (%)

1.   Atlan Holdings Bhd.                                                        109,618,881     68.15
2.   Ke-Zan Nominees (Asing) Sdn. Bhd.                                           10,149,000      6.31
      (Kim Eng Securities Pte Ltd for The Nassim Fund)
3.   Information Parade Sdn. Bhd.                                                 4,780,642      2.97
4.   A.A. Anthony Nominees (Tempatan) Sdn. Bhd.                                   4,257,930      2.65
      (Pledged Securities Account for Dato’ Ong Kar Beau)
5.   HSBC Nominees (Asing) Sdn. Bhd.                                              3,753,000      2.33
      (RBS Coutts SG for Orient Achieve Limited)
6.   A.A. Anthony Nominees (Tempatan) Sdn. Bhd.                                   3,500,000      2.18
      (Pledged Securities Account for Jersey Avenue Sdn. Bhd.)
7.   Chuan Teik Chew                                                              3,333,000      2.07
8.   DB (Malaysia) Nominee (Asing) Sdn. Bhd.                                      3,095,000      1.92
      (Exempt An for Deutsche Bank AG Hong Kong (PWM-A))
9.   HSBC Nominees (Asing) Sdn. Bhd.                                              3,010,000      1.87
      (Exempt An for Credit Suisse (SG BR-TST-ASING))
10. A.A. Anthony Nominees (Asing) Sdn. Bhd.                                       2,333,000      1.45
     (Pledged Securities Account for Star Bay Limited)
11. Saw Eng Huat Properties Sdn Berhad                                            1,454,545      0.90
12. HSBC Nominees (Asing) Sdn. Bhd.                                               1,039,100      0.65
     (RBS Coutts SG for China Leap Limited)
13. Soh Chong Chai                                                                1,010,000      0.63
14. Ventura Holdings Sdn. Bhd.                                                     957,588       0.60
15. Mayban Nominees (Tempatan) Sdn. Bhd.                                           931,245       0.58
     (Pledged Securities Account for Siow Yoon Keong)
16. Citigroup Nominees (Tempatan) Sdn. Bhd.                                        908,532       0.56
     (UBS AG Singapore for Siow Yoon Keong)
17. Beaufort Capital Sdn. Bhd.                                                     667,000       0.41
18. E-Fos Sdn. Bhd.                                                                600,000       0.37
19. ECML Nominees (Asing) Sdn. Bhd.                                                500,000       0.31
     (UOB Kay Hian Pte Ltd for Cheong Sae Peng)
20. Christopher Phang Li Roy                                                       416,582       0.26
21. Khor Shaw Kang                                                                 400,000       0.25
22. Mayban Nominees (Tempatan) Sdn. Bhd.                                           364,000       0.23
     (Pledged Securities Account for Stuart Saw Teik Siew)
23. Wong Sue Fern                                                                  325,711       0.20
24. Danpac Leasing (Malaysia) Berhad                                               279,607       0.17
25. HDM Nominees (Asing) Sdn. Bhd.                                                 265,618       0.17
     (Pledged Securities Account for Chew Soo Lin (M12))
26. Christopher Phang Li Roy                                                       264,300       0.16
27. Yeap Geok Bow @ Betty Yeap                                                     225,641       0.14
28. Yeoh San Hai                                                                   208,182       0.13
29. Saw Kheng Guan                                                                 200,000       0.12
30. CIMB Group Nominees (Tempatan) Sdn. Bhd.                                       188,208       0.12
     (Pledged Securities Account for Saga Menang Sdn. Bhd. (4901 PPNG))




Annual Report 2009                                                                                89
Analysis Of Ordinary And Preference Shareholdings (Cont’d)
as at 30 June 2009



LIST OF SUBSTANTIAL SHAREHOLDERS

                                                                    Direct Interest          Deemed Interest
                                                                   No. of                    No. of
                                                                 Ordinary Percentage       Ordinary Percentage
                                                                  Shares            (%)     Shares         (%)

Atlan Holdings Bhd.                                            109,618,881       68.15           –                –
Distinct Continent Sdn. Bhd.                                             –           – 109,618,881 (1)        68.15
Dato’ Sri Adam Sani bin Abdullah                                         –           – 109,618,881 (2)        68.15
Sebastian Paul Lim Chin Foo                                              –           – 109,618,881 (2)        68.15
The Nassim Fund                                                 10,149,000        6.31           –                –

Notes:-

(1)
      Deemed interested through Atlan Holdings Bhd.
(2)
      Deemed interested through Distinct Continent Sdn. Bhd.




90                                                                                              Annual Repo r t 2 0 0 9
                                           Analysis Of Ordinary And Preference Shareholdings (Cont’d)
                                                                                                   as at 30 June 2009



IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES – SERIES A 2005/2010 (“ICPS-A”)

Class of Shares      :     ICPS-A of RM0.10 each

Voting Rights        :     One (1) vote per ICPS-A holder on a show of hands or one vote per ICPS-A on a poll in respect of
                           meeting of ICPS-A holders


DISTRIBUTION OF ICPS-A HOLDINGS
                                                                         No. of
                                                                        ICPS-A Percentage            No. of Percentage
Holdings                                                                Holders       (%)           ICPS-A         (%)
Less than 100                                                               145         15.88         6,797          0.09
100 – 1,000                                                                 150         16.43        91,192          1.21
1,001 – 10,000                                                              478         52.35     1,772,829         23.51
10,001 – 100,000                                                            129         14.13     3,599,984         47.75
100,001 to less than 5% of issued ICPS-A                                     10          1.10     1,611,576         21.37
5% and above of issued ICPS-A                                                 1          0.11       457,837          6.07

TOTAL                                                                       913        100.00     7,540,215       100.00


THIRTY (30) LARGEST ICPS-A HOLDERS
                                                                                                     No. of Percentage
      Name                                                                                          ICPS-A         (%)

1.    Yeap Geok Bow @ Betty Yeap                                                                    457,837          6.07
2.    Ramal Properties Sdn. Bhd.                                                                    237,000          3.14
3.    Ong Ah Hua                                                                                    191,250          2.54
4.    Wong Soo Teong                                                                                183,562          2.43
5.    Ong Kah Ting                                                                                  160,944          2.13
6.    Lim Soon Huat                                                                                 160,720          2.13
7.    Park Nam Koo                                                                                  158,250          2.10
8.    Richard Keith Jones                                                                           154,650          2.05
9.    Lee Cheong Keat @ Lee Chong Keat                                                              147,500          1.96
10.   Mohamad Feisal Bin Ibrahim                                                                    112,500          1.49
11.   Khor Chin Chew                                                                                105,200          1.40
12.   Wong Hsu Chian                                                                                 94,500          1.25
13.   HLG Nominee (Tempatan) Sdn. Bhd.                                                               94,000          1.25
       (Pledged Securities Account for Mok Yee Mooi @ Mok Mei Hoong (CCTS))
14.   Ong Ah Hua                                                                                     93,000          1.23
15.   Teoh Hai Hin                                                                                   82,500          1.09
16.   Public Nominees (Tempatan) Sdn. Bhd.                                                           81,975          1.09
       (Pledged Securities Account for Tan Kien Wi (E-KPT))
17.   Wong Thian Siong                                                                               81,000          1.07
18.   Chan Seng Hon                                                                                  81,000          1.07
19.   Teng Lee Cheong                                                                                78,937          1.05
20.   Khew Yit Len                                                                                   74,250          0.98
21.   Yeo Kim Team                                                                                   68,250          0.91
22.   Lee Jean Hoe                                                                                   60,000          0.80
23.   Linda Ng Lai Leng                                                                              55,000          0.73
24.   Wong Kam Fuat                                                                                  52,500          0.70
25.   Ching Chee Tuck @ Cheng Chee Tuck                                                              51,000          0.68
26.   Lee Jing Ching                                                                                 47,250          0.63
27.   Tan Jaok Poon                                                                                  46,725          0.62
28.   Lim Lay Keow                                                                                   46,285          0.61
29.   Wong Soo Im                                                                                    45,750          0.61
30.   Mayban Securities Nominees (Asing) Sdn. Bhd.                                                   45,000          0.60
       (Mayban Nominees (S) Pte Ltd for Tan Soo Seng)



Annual Report 2009                                                                                                    91
Analysis Of Ordinary And Preference Shareholdings (Cont’d)
as at 30 June 2009



IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES – SERIES B1 2004/2009 (“ICPS-B1”)

Class of Shares       :       ICPS-B1 of RM0.10 each

Voting Rights         :       One (1) vote per ICPS-B1 holder on a show of hands or one vote per ICPS-B1 on a poll in respect
                              of meeting of ICPS-B1 holders


DISTRIBUTION OF ICPS-B1 HOLDINGS

                                                                            No. of
                                                                          ICPS-B1 Percentage           No. of Percentage
Holdings                                                                   Holders       (%)         ICPS-B1         (%)
Less than 100                                                                    –            –             –                –
100 – 1,000                                                                     39          100        19,500              100
1,001 – 10,000                                                                   –            –             –                –
10,001 – 100,000                                                                 –            –             –                –
100,001 to less than 5% of issued ICPS-B1                                        –            –             –                –
5% and above of issued ICPS-B1                                                   –            –             –                –

TOTAL                                                                           39       100.00        19,500          100.00

THIRTY (30) LARGEST ICPS-B1 HOLDERS

                                                                                                       No. of Percentage
      Name                                                                                           ICPS-B1         (%)

1.    Lee Soo                                                                                             500             2.56
2.    Khoo Leng Kee @ Lai Soo Sun                                                                         500             2.56
3.    Lim Wei Seong                                                                                       500             2.56
4.    Ho Tat Heng                                                                                         500             2.56
5.    Ahmad Nizam Bin Zabran                                                                              500             2.56
6.    Cheah Eu Jin                                                                                        500             2.56
7.    Ho Seow Leng                                                                                        500             2.56
8.    Lee Siew Leng                                                                                       500             2.56
9.    Augustone Cheong Kwok Fai                                                                           500             2.56
10.   Lim Yang Hoon                                                                                       500             2.56
11.   Chin Shih Hui                                                                                       500             2.56
12.   Cheong Yuk Kee                                                                                      500             2.56
13.   Chan Wei Yee                                                                                        500             2.56
14.   Lee Chuk Hoe                                                                                        500             2.56
15.   Chan Su Ching                                                                                       500             2.56
16.   Azlin Shah Bin Othman                                                                               500             2.56
17.   Chee Pooi Foong                                                                                     500             2.56
18.   Leong Yue Hong                                                                                      500             2.56
19.   Lim Shiau Peng                                                                                      500             2.56
20.   Chan Wan Hong                                                                                       500             2.56
21.   Noorashikin Bte Bidi                                                                                500             2.56
22.   Looi Lai Cheng                                                                                      500             2.56
23.   Chia Jing Yau                                                                                       500             2.56
24.   Chee Pek Li                                                                                         500             2.56
25.   Lim Chui Ling Cheryl                                                                                500             2.56
26.   Erika Mushtarina Bin Mat Ariffin                                                                    500             2.56
27.   David Lee Kim Heng                                                                                  500             2.56
28.   Fazlin Binti Abu Hassan Shaari                                                                      500             2.56
29.   Mohd Hedzir Bin Hanafi                                                                              500             2.56
30.   Fauzanita Rathi Ishak                                                                               500             2.56




92                                                                                                         Annual Repo r t 2 0 0 9
                                           Analysis Of Ordinary And Preference Shareholdings (Cont’d)
                                                                                                    as at 30 June 2009



IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES – SERIES B2 2004/2009 (“ICPS-B2”)

Class of Shares       :      ICPS-B2 of RM0.10 each

Voting Rights         :      One (1) vote per ICPS-B2 holder on a show of hands or one vote per ICPS-B2 on a poll in respect
                             of meeting of ICPS-B2 holders


DISTRIBUTION OF ICPS-B2 HOLDINGS

                                                                           No. of
                                                                         ICPS-B2 Percentage           No. of Percentage
Holdings                                                                  Holders       (%)         ICPS-B2         (%)
Less than 100                                                                   –             –            –             –
100 – 1,000                                                                    50         98.04       24,600          0.07
1,001 – 10,000                                                                  –             –            –             –
10,001 – 100,000                                                                –             –            –             –
100,001 to less than 5% of issued ICPS-B2                                       –             –            –             –
5% and above of issued ICPS-B2                                                  1          1.96   36,409,703         99.93

TOTAL                                                                          51       100.00    36,434,303        100.00


THIRTY (30) LARGEST ICPS-B2 HOLDERS

                                                                                                      No. of Percentage
      Name                                                                                          ICPS-B2         (%)

1.    Atlan Holdings Bhd.                                                                         36,409,703         99.93
2.    Ho Tat Heng                                                                                        500          0.00
3.    Ahmad Nizam Bin Zabran                                                                             500          0.00
4.    Wan Nor Arshiha Binti Wan Idris                                                                    500          0.00
5.    Cheah Eu Jin                                                                                       500          0.00
6.    Ho Seow Leng                                                                                       500          0.00
7.    Ong Liang Heng                                                                                     500          0.00
8.    Ong Mei Shi                                                                                        500          0.00
9.    Augustone Cheong Kwok Fai                                                                          500          0.00
10.   Ang Lay Leng                                                                                       500          0.00
11.   Shazila Binti Md Razali                                                                            500          0.00
12.   Chin Shih Hui                                                                                      500          0.00
13.   Wong Schuen Siang                                                                                  500          0.00
14.   Cheong Yuk Kee                                                                                     500          0.00
15.   Chan Wei Yee                                                                                       500          0.00
16.   Andrew Tan Kim Seng                                                                                500          0.00
17.   Chan Su Ching                                                                                      500          0.00
18.   Tam Su Mey                                                                                         500          0.00
19.   Azlin Shah Bin Othman                                                                              500          0.00
20.   Chee Pooi Foong                                                                                    500          0.00
21.   Tan Yann Ping                                                                                      500          0.00
22.   Wong Swee Liew                                                                                     500          0.00
23.   Chan Wan Hong                                                                                      500          0.00
24.   Tan Juat Joon                                                                                      500          0.00
25.   Tay Shan Li                                                                                        500          0.00
26.   Siti Rafidah Binti Abdul Rashid                                                                    500          0.00
27.   Zamzarina Bt Abu Bakar                                                                             500          0.00
28.   Chia Jing Yau                                                                                      500          0.00
29.   Chee Pek Li                                                                                        500          0.00
30.   Sha’ari Bin Mohd Nor                                                                               500          0.00




Annual Report 2009                                                                                                     93
Analysis Of Ordinary And Preference Shareholdings (Cont’d)
as at 30 June 2009



IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES – SERIES C 2004/2009 (“ICPS-C”)

Class of Shares      :      ICPS-C of RM0.10 each

Voting Rights        :      One (1) vote per ICPS-C holder on a show of hands or one vote per ICPS-C on a poll in respect of
                            meeting of ICPS-C holders


DISTRIBUTION OF ICPS-C HOLDINGS
                                                                          No. of
                                                                         ICPS-C Percentage            No. of Percentage
Holdings                                                                 Holders       (%)           ICPS-C         (%)
Less than 100                                                                   1         2.08            57             0.00
100 – 1,000                                                                    45        93.76        22,500             0.26
1,001 – 10,000                                                                  –            –             –                –
10,001 – 100,000                                                                1         2.08       100,000             1.14
100,001 to less than 5% of issued ICPS-C                                        –            –             –                –
5% and above of issued ICPS-C                                                   1         2.08     8,629,780            98.60

TOTAL                                                                          48       100.00     8,752,337          100.00


THIRTY (30) LARGEST ICPS-C HOLDERS
                                                                                                      No. of Percentage
      Name                                                                                           ICPS-C         (%)

1.    Atlan Holdings Bhd.                                                                          8,629,780            98.60
2.    RHB Nominees (Tempatan) Sdn. Bhd.                                                              100,000             1.14
       (Pledged Securities Account for Ong Kar Beau)
3.    Lee Soo                                                                                            500             0.01
4.    Khoo Leng Kee @ Lai Soo Sun                                                                        500             0.01
5.    Michael Ng Mun Seng                                                                                500             0.01
6.    Lim Wei Seong                                                                                      500             0.01
7.    Wan Nor Arshiha Binti Wan Idris                                                                    500             0.01
8.    Wong Poh ‘Ee                                                                                       500             0.01
9.    Lee Siew Leng                                                                                      500             0.01
10.   Ong Liang Heng                                                                                     500             0.01
11.   Ong Mei Shi                                                                                        500             0.01
12.   Shazila Binti Md Razali                                                                            500             0.01
13.   Lim Yang Hoon                                                                                      500             0.01
14.   Wong Schuen Siang                                                                                  500             0.01
15.   Lee Chuk Hoe                                                                                       500             0.01
16.   Andrew Tan Kim Seng                                                                                500             0.01
17.   Tam Su Mey                                                                                         500             0.01
18.   Leong Yue Hong                                                                                     500             0.01
19.   Tan Yann Ping                                                                                      500             0.01
20.   Wong Swee Liew                                                                                     500             0.01
21.   Noorashikin Bte Bidi                                                                               500             0.01
22.   Tan Juat Joon                                                                                      500             0.01
23.   Tay Shan Li                                                                                        500             0.01
24.   Looi Lai Cheng                                                                                     500             0.01
25.   Siti Rafidah Binti Abdul Rashid                                                                    500             0.01
26.   Zamzarina Bt Abu Bakar                                                                             500             0.01
27.   Sha’ari Bin Mohd Nor                                                                               500             0.01
28.   Lim Chui Ling Cheryl                                                                               500             0.01
29.   Toh Bu Keat                                                                                        500             0.01
30.   Rozainah binti Baharuddin                                                                          500             0.01




94                                                                                                        Annual Repo r t 2 0 0 9
                                                                                List Of Properties
                                                                   for financial period ended 28 February 2009


  Location                      Description        Tenure       Approximate   Usage           Approx      Net Book
                                                                   age of                   land area         Value
                                                                  building                (sq. meter)   @28.02.2009
                                                                   (year)                                       RM

1. DFZ DUTY FREE SUPPLIES SDN. BHD.

  Lot 1071, Mukim 11,           Double storey      Freehold         14        Rented          29,234      5,725,347
  Seberang Perai Tengah,        private bonded                                out
  Pulau Pinang                  warehouse

2. DFZ (M) SDN. BHD.

  Lot PT 482 HS(D) 19/1981,     Double storey      Leasehold-       22        Staff              297        124,757
  Mukim Sungai Laka,            shophouse          (99 years-                 quarters
  Daerah Kubang Pasu,                              Expiring
  Kedah Darul Aman                                 2080)

3. CERGASJAYA SDN. BHD.

a. Lot 2224 HS(M) 1/1987,       A single storey    Leasehold-       21        Duty Free       20,234      4,708,161
   PT 1443, Bukit Kayu Hitam,   warehouse          (30 years-                 shopping
   Mukim Sungai Laka,           annexed to a       Expiring                   complex &
   Daerah Kubang Pasu,          double storey      2017)                      warehouse
   Kedah Darul Aman             shopping complex
                                and 30 units of
                                single storey
                                lock-up shops
                                and ancillary
                                building

b. Lot 127-142 & 169-174,       22 units single    Leasehold-       16        Staff            3,216        641,852
   PT 1889-1904 & 1931-1936,    storey terrace     (99 years-                 quarters
   HS(M) 135/1989-150/1989      house              Expiring
   & 177/1989-182/1989,                            2088)
   Bandar Baru Laka Temin,
   Mukim Sungai Laka,
   Daerah Kubang Pasu,
   Kedah Darul Aman

c. Lot 911, 913 & 914,          Vacant Land        Freehold         0         Vacant         213,143      3,440,000
   Mukim Sungai Laka,
   Daerah Kubang Pasu,
   Kedah Darul Aman

4. RADIANT RANCH SDN. BHD.

  Lot 439, Geran 23052,        Vacant land         Freehold         0         Vacant          69,125     11,511,127
  Mukim 17, Daerah Timur Laut,
  Pulau Pinang

5. GOLD VALE DEVELOPMENT SDN. BHD.

  Lot 475, Seksyen 1,           Vacant land        Freehold         0         Vacant           2,346        305,260
  Bandar Batu Ferringhi,
  Daerah Timur Laut,
  Pulau Pinang




Annual Report 2009                                                                                             95
List Of Properties (Cont’d)
for financial period ended 28 February 2009



  Location                          Description         Tenure       Approximate   Usage            Approx       Net Book
                                                                        age of                    land area          Value
                                                                       building                 (sq. meter)    @28.02.2009
                                                                        (year)                                         RM

6. CERGASJAYA PROPERTIES SDN. BHD.

  Lot 3688, 3689 AND PT 2209,       Part of Golf        Leasehold-       11        Rented        3,127,220       24,198,001
  Bukit Kayu Hitam,                 and Country         (60 years-                 out and
  Mukim Sungai Laka,                Club                Expiring                   partly
  Daerah Kubang Pasu,                                   2053 & 2057)               vacant
  Kedah Darul Aman

7. MELAKA DUTY FREE SDN. BHD.

  Lot 44 Premises,                  4 & 1/2 storey      Leasehold-       24        Business            130           454,199
  No. 142/1/2&3,                    shophouse           (99 years-                 and office
  Kompleks Munshi Abdullah,                             Expiring                   premises
  Jalan Munshi Abdullah,                                2084)
  75100 Melaka

8. DFZ DUTY FREE (LANGKAWI) SDN. BHD.

  Lot 970, 971, 973 & 1556,         Shopping            Leasehold-       14        Duty Free         2,548        1,787,190
  Mukim Kedawang,                   complex             (30 years-                 Complex
  Daerah Langkawi,                                      Expiring
  Kedah Darul Aman                                      2024)

9. EMAS KERAJANG SDN. BHD.

a. Lot 4720, Mukim of Titi Tingi,   A single storey     Leasehold        15        Store             1,003
   2 Jalan Baru Sadao,              block of lock-up    (60 years-
   02100 Padang Besar,              shop                Expiring 2054)                                           11,399,736
   Perlis

b. Lot 3548, Mukim of Titi Tingi    A warehouse         Leasehold        17        Duty Free         3,545
   2 Jalan Baru Sadao,              annexed to a        (60 years-                 shopping
   02100 Padang Besar,              single storey       Expiring 2050)             complex &
   Perlis                           shopping complex                               warehouse

c. Lot 2063, Mukim Titi Tinggi,     A 2 storey          Freehold         22        Shop                223           225,475
   Padang Besar,                    intermediate
   30 Bangunan PKENPs,              terrace shophouse
   Jalan Besar,
   02100 Padang Besar, Perlis

d. Shop Lot Nos. 47 & 48,           2 continuous        Leasehold        19        Shop                 59           257,863
   Mukim Titi Tinggi,               shoplots within a   (99 years-
   Padang Besar,                    2 storey            Expiring
   3 D & 4 D,                       commercial          2090)
   Kompleks Arked Niaga             complex
   PKENPs,
   02100 Padang Besar, Perlis




96                                                                                                        Annual Repo r t 2 0 0 9
                                                      Notice Of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the 25th Annual General Meeting of DFZ Capital Berhad (“DFZ” or “the Company”) will be
held at the Meeting Room, Wisma Atlan, 8 Persiaran Kampung Jawa, 11900 Bayan Lepas, Penang on Wednesday, 26 August
2009 at 11.30 a.m. for the following purposes:

                                                           AGENDA

AS ORDINARY BUSINESS:

1.   To receive the Audited Financial Statements for the period ended 28 February 2009, together with the
     Directors’ and Auditors’ Reports thereon.                                                                 Resolution 1

2.   To approve the payment of Directors’ fees of RM44,000 for the period ended 28 February 2009.              Resolution 2

3.   To re-elect Dato’ Mohamed Suhaimi bin Sulaiman, who retires in accordance with Article 102 of the
     Company’s Articles of Association.                                                                        Resolution 3

4.   To re-elect the following Directors who retire in accordance with Article 109 of the Company’s Articles
     of Association:-

     (a)   Dato’ Chen Siak Chan                                                                                Resolution 4
     (b)   Jeneral (B) Dato’ Sri Abdullah bin Ahmad @ Dollah bin Amad                                          Resolution 5

5.   To consider and if thought fit, pass a resolution pursuant to Section 129 of the Companies Act, 1965
     to re-appoint Mohd Sharif bin Hj. Yusof as Director of the Company to hold office until the conclusion
     of the next Annual General Meeting of the Company.                                                        Resolution 6

6.   To reappoint Messrs Ernst & Young as Auditors and authorise the Directors to fix their remuneration.      Resolution 7

7.   To transact any other business appropriate to an Annual General Meeting.

8.   AS SPECIAL BUSINESS, to consider and if thought fit, pass the following resolutions:

     Ordinary Resolution
     Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965

     “THAT, subject to the Companies Act, 1965 (“the Act”) and the Articles of Association of the Company      Resolution 8
     and approvals from Bursa Malaysia Securities Berhad, the Securities Commission and other relevant
     governmental or regulatory authorities, the Directors be and are hereby empowered pursuant to Section
     132D of the Act to allot and issue shares in the capital of the Company from time to time upon such
     terms and conditions and for such purposes as the Directors may in their discretion deem fit provided
     that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the
     issued share capital of the Company for the time being and that such authority shall continue to be in
     force until the conclusion of the next Annual General Meeting (“AGM”) of the Company.”

     Ordinary Resolution
     Proposed Renewal of Share Buy-Back Authorisation

     “THAT, subject to the Companies Act, 1965 (“the Act”), the provisions of the Memorandum and               Resolution 9
     Articles of Association of the Company, the requirements of Bursa Malaysia Securities Berhad (“Bursa
     Securities”) and the approvals of all relevant governmental and/or regulatory authorities, the Company
     be and is hereby authorised to utilize the maximum amount of funds available in the Company which
     shall not exceed the Company’s share premium account to purchase such amount of ordinary shares
     of RM1.00 each in the Company as may be determined by the Directors from time to time through
     Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the
     interest of the Company provided that the aggregate number of shares purchased and/or held pursuant
     to this resolution does not exceed 10% of the issued and paid-up share capital of the Company for
     the time being;

     THAT an amount not exceeding the Company’s share premium account be allocated by the Company
     for the Proposed Renewal of Share Buy-Back Authorisation. As at 28 February 2009, the Audited
     Share Premium Account stood at RM59.0 million. However, the Company is required to maintain share
     premium reserve of up to RM43.2 million as at 28 February 2009 to allow the conversion of outstanding
     Irredeemable Convertible Preference Shares (“ICPS”) - B1, ICPS - B2 and ICPS - C into new ordinary
     shares of the Company throughout the tenure of the respective ICPS.




Annual Report 2009                                                                                                    97
Notice Of Annual General Meeting (Cont’d)



     THAT authority be and is hereby given to the Directors of the Company to decide at their absolute
     discretion to either retain the shares so purchased as treasury shares (as defined under Section 67A
     of the Act) and/or to cancel the shares so purchased and if retained as treasury shares, may resell the
     treasury shares and/or distribute them as share dividends;

     THAT authority conferred by this resolution will be effective immediately upon the passing of this
     resolution and will expire at:-

     (a)   the conclusion of the next AGM of the Company, at which time the said authority will lapse
           unless by an ordinary resolution passed at a general meeting of the Company, the authority is
           renewed, either unconditionally or conditionally; or

     (b)   the expiration of the period within which the next AGM is required by law to be held; or

     (c)   revoked or varied by ordinary resolution passed by the shareholders in a general meeting,

           whichever occurs first,

           but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid
           expiry date and in any event, in accordance with the provisions of the guidelines issued by the
           Bursa Securities and/or other relevant governmental and/or regulatory authorities (if any);

     AND THAT the Directors of the Company be and are hereby authorised to take all steps necessary
     to implement, complete and to do all such acts or things (including executing all such documents as
     be required) as they may consider expedient or necessary to give effect to the Proposed Renewal
     of Share Buy-Back Authorisation as may be agreed or allowed by any relevant governmental and/or
     regulatory authority.”

     Special Resolution
     Proposed Amendment to Articles of Association of the Company

     It is proposed that the existing Article 47 which reads as follows:-                                               Resolution 10

     47.   The registration of transfers may be suspended at such time and for such period as the Directors
           may from time to time determine, provided always that such registration shall not be suspended
           for more than thirty (30) days in any year. At least eighteen (18) Market days’ notice of such
           closure shall be given to the Exchange stating the period and the purpose or purposes of such
           closure. At least three (3) Market days prior notice shall be given to the Bursa Depository to
           enable the Bursa Depository to prepare the appropriate Record of Depositors, provided that
           where the Record of Depositors is required in respect of any of the matters set out in Section
           38 (1) (a) and (b) of the Central Depositories Act, at least seven (7) Market days prior notice shall
           be given to the Bursa Depository.

     be deleted in its entirety and replaced with a new Article 47 which reads as follows:-

     “47   (a)   Subject to the Act, the registration of transfers may be suspended at such times and for
                 such periods as the Directors may from time to time determine not exceeding in the whole
                 thirty (30) days in any year.

           (b)   Subject always to the Listing Requirements, at least ten (10) market days’ (or such other
                 period as may be required by the Exchange and/or the Bursa Depository, as the case may
                 be) notice of intention to close the Register and/or the Record of Depositors shall be given
                 to the Exchange. The said notice shall state the period and purpose or purposes for which
                 the Register and/or Record of Depositors, as the case may be, is being closed.

           (c)   In relation to the closure, the Company shall request the Bursa Depository in accordance
                 with the Rules to prepare the appropriate Record of Depositors.”


By Order of the Board of Directors of
DFZ Capital Berhad
THUM SOOK FUN (MAICSA 7025619)
Company Secretary
Penang
4 August 2009




98                                                                                                                 Annual Repo r t 2 0 0 9
                                                                    Notice Of Annual General Meeting (Cont’d)



(A)   NOTES:

      1.    A member of the Company entitled to attend and vote at the meeting is entitled to appoint more than one (1) proxy to
            attend and vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section
            149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

      2.    Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion
            of his holdings to be represented by each proxy.

      3.    Where a member is an authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991, it
            may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company
            standing to the credit of the said securities account.

      4.    The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized
            in writing or, if the appointor is a corporation, either under the Common Seal or signed by an officer or attorney so
            authorized.

      5.    The instrument appointing a proxy and the power of attorney or other authority, if any under which is signed or a
            notarially certified copy of that power or authority, must be deposited at the Registered Office of the Company at
            Wisma Atlan, 8 Persiaran Kampung Jawa, 11900 Bayan Lepas, Penang, not less than forty-eight (48) hours before
            the time appointed for holding the meeting or any adjournment thereof.

(B)   EXPLANATORY NOTES ON SPECIAL BUSINESS:

      Ordinary Resolution 1 - Proposed Authority for Issue of Shares

      The proposed resolution, if passed, will give the Directors the power to allot and issue shares up to 10% of the issued
      and paid-up share capital of the Company for the time being for such purposes as the Directors would consider in the
      best interest of the Company. This would avoid any delay and cost involved in convening a general meeting to specifically
      approve such an issue of shares. This authority, unless revoked or varied at a general meeting, will expire at the next AGM
      of the Company.

      Ordinary Resolution 2 - Proposed Renewal of Authority for Share Buy-Back

      The proposed resolution, if passed, will empower the Directors to buy-back and/or hold up to a maximum of 10% of the
      Company’s issued and paid-up share capital at any point of time, by utilizing the funds allocated which shall not exceed
      the share premium reserve of the Company. This authority, unless revoked or varied by the Company in a general meeting,
      will expire at the conclusion of the next AGM of the Company.

      Further information of this Resolution, please refer to the Share Buy-back Statement dated 4 August 2009, which is
      despatched together with the Company’s 2009 Annual Report.

      Special Resolution - Proposed Amendment to Article of Association of the Company

      The Proposed Amendment to the existing Article 47 of the Company is to incorporate the requirements of the Prevailing
      Law.


STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

The Directors standing for re-election/re-appointment are as follows:-

(a)   Dato’ Mohamed Suhaimi bin Sulaiman
(b)   Dato’ Chen Siak Chan
(c)   Jeneral (B) Dato’ Sri Abdullah bin Ahmad @ Dollah bin Amad
(d)   Mohd Sharif bin Hj. Yusof

The details of these Directors are set out on pages 5 to 7 in the Directors’ Profile of the Company’s 2009 Annual Report.




Annual Report 2009                                                                                                          99
(This page has been intentionally left blank)
                                                              DFZ CAPITAL BERHAD
                                                                 (Company No. 104556-X)
                                                                 (Incorporated in Malaysia)
    FORM OF PROXY
    *I/We ______________________________________________________________________________________________
                                                                       (block letters)

    NRIC No./Company No. ___________________________________ CDS Account No. _________________________
    of __________________________________________________________________________________________________
                                                                        (full address)
    being a member of DFZ CAPITAL BERHAD (“DFZ” or “the Company”) hereby appoint _______________________
    ____________________________________________________________________________________________________
    of _________________________________________________________________________________________________
    or failing *him/her, ___________________________________________________________________________________
    of _________________________________________________________________________________________________
    or failing *him/her, the Chairman of the Meeting as *my/our proxy to attend and vote for *me/us on *my/our behalf
    at the 25th Annual General Meeting of the Company to be held at the Meeting Room, Wisma Atlan, 8 Persiaran
    Kampung Jawa, 11900 Bayan Lepas, Penang on Wednesday, 26 August 2009 at 11.30 a.m. or any adjournment
    thereof.
    Please indicate your vote by a (X) in the respective box of each resolution. If no specific direction as to voting is
    given, the proxy will vote or abstain from voting on the resolutions at his/her discretion.

         AS ORDINARY BUSINESS:                                                                                                FOR         AGAINST
         RESOLUTION 1              To receive the Audited Financial Statements for the period ended
                                   28 February 2009 together with the Directors’ and Auditors’
                                   Reports thereon.
         RESOLUTION 2              To approve the payment of Directors’ fees of RM44,000.
         RESOLUTION 3              To re-elect Dato’ Mohamed Suhaimi bin Sulaiman as Director of
                                   the Company.
         RESOLUTION 4              To re-elect Dato’ Chen Siak Chan as Director of the Company.
         RESOLUTION 5              To re-elect Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @ Dollah Bin
                                   Amad as Director of the Company.
         RESOLUTION 6              To re-appoint Mohd Sharif bin Hj. Yusof as Director of the Company
                                   pursuant to Section 129 of the Companies Act, 1965.
         RESOLUTION 7              To re-appoint Messrs Ernst & Young as Auditors of the Company
                                   and to authorise the Directors to fix their remuneration.
         AS SPECIAL BUSINESS:
         RESOLUTION 8              To approve the Proposed Authority for Issue of Shares.
         RESOLUTION 9              To approve the Proposed Renewal of Share Buy-Back
                                   Authorisation.
         RESOLUTION 10             To approve the Proposed Amendment to the Company’s Articles
                                   of Association.

    *Strike out whichever not applicable.

    Dated this __________ day of ___________________ , 2009.



    ____________________________________                                                                                                 COMMON
                                                                                                                                           SEAL
    Signature of Shareholder(s)

         No. of Shares Held
    Notes:
    1.       A member of the Company entitled to attend and vote at the meeting is entitled to appoint more than one (1) proxy to attend and vote in his
             stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall
             not apply to the Company.
    2.       Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to
             be represented by each proxy.
    3.       Where a member is an authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least
             one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities
             account.
    4.       The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing or, if the
             appointor is a corporation, either under the Common Seal or signed by an officer or attorney so authorized.
    5.       The instrument appointing a proxy and the power of attorney or other authority, if any under which is signed or a notarially certified copy
             of that power or authority, must be deposited at the Registered Office of the Company at Wisma Atlan, 8 Persiaran Kampung Jawa, 11900
             Bayan Lepas, Penang, not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.
✄




    6.       Any alteration in this form must be initialed.
Fold this flap for sealing




Then fold here




                                                            AFFIX
                                                           POSTAGE
                                                            STAMP

                             THE COMPANY SECRETARY
                             DFZ CAPITAL BERHAD
                                 (Company No.: 104556-X)
                                      Wisma Atlan
                              8 Persiaran Kampung Jawa
                                 11900 Bayan Lepas
                                   Penang, Malaysia




1st fold here
DFZ CAPITAL BERHAD        Wisma Atlan                    Tel : 604 641 3200
             (104556-X)
                          8 Persiaran Kampung Jawa       Fax : 604 642 3200
                          11900 Bayan Lepas
                          Penang

                          http://www.dfzcapital.com.my

				
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