TABLE OF CONTENT - Delloyd · Balance Sheet Issued And Paid Up Capital Shareholders' Funds Total Assets Per Share Data ... Cairan Kewangan kekal memberangsangkan ... Kecairan kewangan

TABLE OF CONTENT

DIRECTORS’ RESPONSIBILITY STATEMENT 02

04

10

11

12

16

08

18

21

22

27

29

32

100

102

99

CORPORATE INFORMATION

BOARD OF DIRECTORS’ PROFILE

CALENDAR OF EVENTS 2009/2010

MANAGEMENT DISCUSSION AND ANALYSIS

NOTICE OF ANNUAL GENERAL MEETING

STATEMENT ACCOMPANYING NOTICE OFANNUAL GENERAL MEETING

STATEMENT OF CORPORATE GOVERNANCE

AUDIT COMMITTEE REPORT

FINANCIAL STATEMENTS

ANALYSIS OF SHAREHOLDINGS

PROPERTIES OWNED BY THE GROUP

FORM OF PROXY

STATEMENT OF INTERNAL CONTROL

CHAIRMAN’S STATEMENT

CORPORATE STRUCTURE

The Directors are required by the Companies Act, 1965 (the “Act”)to prepare financial statements for each financial year which give atrue and fair view of the Group and the Company’s state of aff airs.Following discussions with the external auditors, the Directorsconsider that the Company uses appropriate accounting policiesthat are consistently applied and supported by reasonable as wellas prudent judgements and estimates, and that the financialstatements have been prepared in accordance with the applicableapproved accounting standards in Malaysia and the provisions ofthe Act.

DIRECTOR’SRESPONSIBILITY STATEMENT

02 DELLOYD VENTURES BERHAD annual report 2009

YEAR ENDED 31ST DECEMBER

2008RM’000

290,24523,74520,564

*88,071287,224448,621

27.023.3

326.05.0

2009RM’000

286,27144,21733,824

*87,819304,030500,162

50.438.5

346.06.0

2006RM’000

189,97712,53811,240

*88,862254,889389,219

14.112.6

287.05.0

2005RM’000

284,50238,55131,987

*88,863250,661301,618

43.436.0

282.010.0

* Net of treasury shares

INCOME STATEMENTTurnoverProfit Before TaxationProfit Attributable To Shareholders

Balance SheetIssued And Paid Up CapitalShareholders' FundsTotal Assets

Per Share DataGross Earnings Per Share (sen)Net Earnings Per Share (sen)Net Assets Per Share (sen)Dividend Per Share (sen)

2007RM’000

215,46415,43313,424

*88,071266,410418,877

17.515.2

302.06.0

GROUP’S FIVE YEARS’ FINANCIAL HIGHLIGHTS

03DELLOYD VENTURES BERHAD annual report 2009



Dear Shareholders,On behalf of the Board of Directors, I am pleased to present the AnnualReport of Delloyd Ventures Berhad (“Company” or “Group”) for the financialyear ended 31 December 2009 (“FY2009”).

Stronger Financial Performance despite Recession Year

The Group’s financial performance experienced a temporary slowdown inthe first quarter of 2009 following the escalation of the global financialcrisis. However, it recovered quickly from buoyant sales commencing thesecond quarter. The Group achieved favourable financial performance inFY2009 despite operating in a recessionary and more challengingenvironment compared to the previous financial year. For FY2009, the Groupregistered lower revenue of RM286.3 million against RM290.2 million forFY2008. Despite the difficult trading condition in 2009, the Group achievedhigher profitability registering profit after tax of RM38.5 million againstRM16.2 million previously.

Kepada semua pemegang sahamBagi pihak Lembaga Pengarah, saya dengan rendah diri membentangkanLapuran Tahunan Delloyd Ventures Berhad (“Syarikat” atau “Kumpulan”)untuk tahun berakhir 31 Disember 2009 (TK2009).

Prestasi kewangan yang lebih teguh walaupun dalam keadaan KegawatanEkonomi.

Prestasi kewangan kumpulan mengalami kelembapan sementara dalamsuku tahun pertama 2009 berikutan peningkatan krisis kewangan global.Bagaimanapun, ia mengatasinya dengan cepat dari jualan yang melambungpada suku tahun kedua. Kumpulan mencapai prestasi kewangan yangmemberangsangkan dalam Tahun Kewangan (TK)2009 walaupun beroperasidalam keadaan gawat dan mencabar dibandingkan tahun kewangansebelumnya. Bagi TK2009, kumpulan mencatat pendapatan rendahsebanyak RM286.3 juta berbanding RM290.2 juta bagi TK2008. Walaupundalam keadaan sukar berniaga dalam tahun 2009, kumpulan mencatatkeuntungan yang tinggi selepas cukai sebanyak RM38.5 juta berbandingRM16.2 juta sebelumnya.

GENERAL TAN SRI (DR) DATO’ PADUKA MOHAMED HASHIM BIN MOHD ALI (R)

CHAIRMANINDEPENDENT NON-EXECUTIVE DIRECTOR



Net profit attributable to shareholders was RM33.8 million in FY2009against RM20.6 million for FY2008. This translates into earnings per shareof 38.5 sen against 23.3 sen the previous year. The shareholders’ fund of the Group further strengthened to RM304.0million as at end 2009 against RM287.2 million as at end 2008, animprovement of 5.8%. Net assets per share increased further to RM3.46compared to RM3.26 in 2008. The total debt to total equity ratio remainedat a healthy level, which increased slightly from 0.18 times to 0.27 timesas at end 2009.

Reward to shareholders - Dividend

The Board of Directors is recommending for shareholders approval at theforthcoming AGM a first and final tax exempt dividend of 6 sen per share inrespect of the financial year ended 31 December 2009.

Prudent Financial Management

Since the advent of the subprime issue which saw a tighter credit market in2008, the Group has adopted prudent financial management strategy whereour gearing only increased in tandem with improvement of our equityposition. This measure has strengthened its financial position to weatherunforeseen prolonged market meltdown.

As a result, the Group’s net debt to total equity ratio is only 0.06 times atthe end of 2009 against 0.03 times compared to that of the preceding year.The cash balance conserved as at end of FY2009 was RM69.2 million, anincrease of 60%, against RM43.2 million as at end FY2008. With a healthybalance sheet position, the Group is on stronger footing to seize any marketopportunities that may arise in the near future.

Financial Liquidity Remain Resilient

The Group has focused on cash conservation through staggered capitalexpenditure except for selected projects that witnessed robust demand fromour OEM customers and new business ventures that contain marketpotentials. The Group’s financial liquidity remained healthy with positiveoperating cash inflow of RM43.4 million in FY2009, which was higher thanlast year’s operating cash inflow of RM35.6 million.

The investing cash outflow has increased substantially to RM48.1 millionin FY2009 against an outflow of RM17.6 million in FY2008. This was mainlydue to the construction of a new palm oil mill in our Indonesian PulauBelitung estates. The investment was financed by a term loan from anoffshore bank which saw positive financing cash inflow of RM29.3 millionin FY2009 compared to cash outflow of RM4.9 million in FY2008. Overall,the Group achieved higher net increase in cash of RM25.6 million inFY2009 compared to RM17.3 million in FY2008.

Keuntungan bersih untuk pembahagian kepada pemegang saham ialahRM33.8 juta bagi TK2009 berbanding RM20.6 juta pada TK2008. Iniditerjemahkan pendapatan bagi satu syer ialah 38.5 sen berbanding 23.3sen tahun sebelumnya.

Dana pemegang saham kumpulan diteguhkan lagi kepada RM304.0 jutapada hujung tahun 2009 berbanding RM287.2 juta pada hujung tahun 2008,kenaikan sebanyak 5.8%. Aset bersih satu syer meningkat kepada RM3.46berbanding RM3.26 pada tahun 2008. Nisbah hutang keseluruhan padaekuiti keseluruhan kekal pada tahap yang sihat, di mana ia meningkat sedikitdari 0.18 kali kepada 0.27 kali pada hujung tahun 2009.

Pulangan pada pemegang saham - Dividen

Lembaga Pengarah mencadangkan untuk kelulusan pemegang pemegangsaham dalam mesyuarat tahunan, dividen pertama dan akhir 6 sen satu syerdikecualikan cukai bagi tahun kewangan berakhir 31 Disember 2009.

Pengurusan Kewangan Yang Bijaksana

Semenjak kemunculan isu subprime yang mengetatkan pasaran kredit padatahun 2008, kumpulan telah mempraktikkan strategi pengurusan kewangandengan bijaksana di mana peningkatan pinjaman operasi hanya meningkatmengikut peningkatan posisi ekuiti. Cara ini telah mengukuhkan posisikewangan bagi mengatasi kecairan pasaran yang tidak dapat diduga yangberpanjangan.

Hasilnya ialah nisbah hutang bersih kumpulan kepada keseluruhan ekuitiialah hanya 0.06 kali pada akhir tahun 2009 berbanding 0.03 kali tahunsebelum ini. Lebihan wang tunai pada TK2009 ialah RM69.2 juta,peningkatan sebanyak 60% berbanding RM43.2 juta pada akhir TK2008.Dengan lebihan yang sihat pada lapuran kewangan, kumpulan berada diatas kedudukan yang kukuh untuk mengambil apa sahaja peluang dalampasaran yang timbul di masa akan datang.

Cairan Kewangan kekal memberangsangkan

Kumpulan telah menumpukan pada simpanan tunai melalui perbelanjaancapital beransur-ansur kecuali bagi projek terpilih yang menyaksikanpermintaan melambung dari pelanggan OEM kita dan memasuki perniagaanbaru yang mempunyai potensi pasaran. Kecairan kewangan kumpulan kekalsihat dengan pendapatan tunai operasi yang positif sebanyak RM43.4 jutadalam TK2009, tinggi dari tahun sebelumnya sebanyak RM35.6 juta.

Wang keluar pelaburan telah meningkat sebanyak RM48.1 juta pada TK2009berbanding TK2008 sebanyak RM17.6 juta. Ini adalah berikutan denganpembinaan kilang minyak sawit baru diestet Pulau Belitung Indonesia.



Over the years, we have achieved much in reshaping our core business,seeking capital efficiency to continuously drive profitability for ourshareholders. The Group’s prevailing strong financial liquidity isindispensable to weather through different phases of the market cycle.

Share Buyback Programme

The Company continued to embark on the share buyback programme in2009 to manage its capital structure actively, given the Company’s strongcash flow and financial position. The Company has repurchased 251,200ordinary shares from the open market in 2009 for a total consideration ofRM575,309 to improve the Company’s earnings per share and return onequity.

All the repurchased shares are held as treasury shares and the total numberof treasury shares held as at 31 December 2009 is 1,043,700 ordinaryshares. We believe that Delloyd’s prevailing share price is trading at adiscount to its intrinsic value and our share buyback programme aims toenhance the shareholders’ value in the long term.

Corporate Development

The Company through its wholly-owned subsidiary, Delloyd Electronics (M)Sdn Bhd (DESB) had on 8 December 2009 entered into an agreement withBrose International GmbH (Brose) for the purpose of participating in a jointventure in Thailand to manufacture and supply window regulators to OEM carmanufacturers.

The Thailand incorporated joint venture company (JV) is set up under thename of Brose Delloyd Automotive Co. Ltd. Brose and DESB will eachsubscribe to 60% and 40% of the shares in the JV for cash consideration ofBaht 108 million and Baht 72 million respectively. This joint venture will notonly enable the Group to expand more aggressively into Thailand’s domesticautomotive markets, but also to other Asean countries in the medium tolong term.

Corporate Social Responsibility

Corporate social responsibility has formed part of the core values thatDelloyd Ventures Berhad will always uphold while conducting itself as aresponsible business entity. We are always mindful in contributing back tothe local community where we derive our economic benefits from. In linewith these core fundamental values, we always seek ways to strive a balancebetween our social responsibilities and our obligations to maximise valuefor our shareholders.

We place great emphasis on employee programmes and initiatives toenhance staff welfare and benefits besides taking concerted efforts to groomour employees towards realising their fullest potential.

Pelaburan itu dibiayai dengan pinjaman bersyarat dari sebuah bank pesisiranluar yang menyaksikan wang masuk positif sebanyak RM29.3 juta padaTK2009 berbanding wang masuk RM4.9 juta pada TK2008. Padakeseluruhannya, kumpulan mencapai peningkatan tunai sebanyak RM25.6juta berbanding TK2008 sebanyak RM17.3 juta.

Dalam beberapa tahun, kita telah mencapai banyak kejayaan dalammencorak perniagaan asas, mencari efisyensi kapital untuk terus memacukeuntungan bagi pemegang saham. Kecairan kewangan yang kukuhsekarang bagi kumpulan tidak akan goyah bagi mengharungi keadaan dalamfasa-fasa berlainan pusingan pasaran.

Program beli-balik syer

Syarikat telah meneruskan program membeli-balik syer pada tahun 2009bagi mengurus struktur capital dengan cara aktif, berlatar-belakangkankedudukan aliran tunai syarikat yang kukuh. Syarikat telah membeli balik251,200 syer biasa pada harga keseluruhan RM575,309 bagi meningkatkanpendapatan syarikat setiap syer and pulangan ekuiti.

Kesemua pembelian dipegang dalam perbendaharaan syer dan keseluruhansyer di pegang pada 31 Disember 2009 ialah 1,043,700 syer biasa. Kamipercaya harga syer Delloyd di pasaran sekarang ini adalah pada nilai diskaunjika dibandingkan dengan nilai sebenar dan program beli-balik bertujuanmeningkatkan nilai pemegang saham dalam jangka masa panjang.

Pembangunan Korporat

Syarikat, melalui anak syarikat, iaitu Delloyd Electronics (M) Sdn Bhd(DESB) pada 8 Disember 2009 telah menandatangani satu perjanjiandengan Brose International GmbH (Brose) untuk mengambil bahagian dalamsatu syarikat usahasama di Thailand untuk mengilang dan membekal‘’window regulator" kepada pembuat kereta OEM.

Syarikat usahasama (Joint-venture) tersebut di tubuhkan atas nama BroseDelloyd Automotive Co Ltd. Brose dan DESB memegang 60% dan 40%setiap masing-masing dengan nilai Baht 108 juta dan Baht 72 juta.Usahasama ini bukan sahaja membolehkan kumpulan berkembang secaraagresif dalam pasaran otomotif Thailand, ia juga merangkumi negara-negara Asean lain dalam jangka masa pertengahan dan jangka masapanjang.

Tanggungjawab sosial Korporat

Tanggungjawab sosial korporat merupakan sebahagian daripada nilai utamaDelloyd Ventures Berhad yang memegang prinsip peniagabertanggungjawab. Kami sentiasa mengingati untuk memulangkan kepadakomuniti setempat dari mana kami memperolehi keuntungan ekonomi.Bersamaan dengan nilai fundamental ini, kami sentiasa mencari jalanmengimbangi tanggungjawab sosial dan kewajipan memaksimakan nilaipemegang saham.



As a caring and responsive corporate citizen, we believe in contributingback to the community to help the less fortunate. During the year, we havesupported organisations and causes, directly or indirectly via monetarycontributions and sponsorships.

Management Strategy and Promising Outlook Moving Forward

We responded quickly to the global economic crisis with pragmatic actionplans primarily focused on sustaining the business through the recessionand positioning it for future growth. Our action plans focused on bothoperational and financial management aspects of the Group to weatherthrough exceptionally difficult trading conditions in 2009.

We have implemented cost reduction activities across various segments ofour business units whilst striking to enhance operating efficiencies. We haveaggressively tackled costs to achieve significant reduction in productionand operating costs. We have focused on cash management and curb ordelayed excessive capital expenditure in 2009 except the building of a newpalm oil mill for our Indonesia estates. This has enabled the Group to buildstronger cash reserves in 2009, while facing an exceptionally challengingoperating environment.

Now, with the recovery of global equity markets, improved consumersentiment, more stable economy, recovery outlook and job prospects, all ofthese factors are instilling stronger confidence for the automotive industryand will augur well for the Group’s performance in the ensuing year.

Acknowledgement

On behalf of the Board, I would like to extend my heartfelt gratitude to ourshareholders, bankers, customers, business partners and regulatoryauthorities for their continued support, guidance and assistance extendedto the Group. The Board would like to express its appreciation to themanagement and employees of the Group for their hard work and dedication.

General Tan Sri (Dr) Dato' Paduka Mohamed Hashim Bin Mohd Ali (R)Chairman / Pengerusi

Kami mengambil berat program meningkatkan keupayaan serta kebajikanpekerja dengan mengambil usaha mengasah potensi mereka.Sebagai rakyat yang penyanyang serta prehatin, kami bertekat untukmenyumbang kepada komuniti orang kurang upaya. Pada tahun-tahun yanglepas, kami telah membantu komuniti tersebut secara terus atau sebaliknyamelalui sumbangan kewangan secara tunai dan penajaan.

Strategi pengurusan dan maju ke hadapan dengan pandangan positif

Tindakan yang pantas telah diambil untuk menghadapi krisis ekonomi globaldengan melaksanakan pelan tindakan yang pragmatic. Tumpuan diberi padapengukukuhan perniagaan dalam keadaan yang gawat dan meletakkannyadalam kedudukan yang baik untuk perkembangan masa depan. Tindakankami juga tertumpu pada aspek operasi dan pengurusan kewangankumpulan bagi mengharungi keadaan pasaran yang sukar pada tahun 2009.

Kami telah melaksanakan pengurangan kos dalam pelbagai segmen unitperniagaan dan dalam pada itu memperhebatkan lagi serta meningkatkanprestasi operasi. Kami telah menumpukan pada pengurusan tunai danmengurangkan perbelanjaan kapital yang berlebihan pada tahun 2009kecuali membina kilang minyak sawit di Indonesia. Tindakan ini telahmembolehkan kumpulan menguatkan tunai rizab pada tahun 2009,sementara menghadapi keadaan operasi yang mencabar.

Sekarang ini, dengan pemulihan pasaran ekuiti global, sentiment penggunayang meningkat, ekonomi yang stabil serta prospek pekerjaan yang baik,kesemua fakta ini telah memberi konfiden yang kuat pada industri otomotifdan memberangsangkan kumpulan untuk tahun-tahun yang mendatang.

Penghargaan

Bagi pihak Lembaga Pengarah, saya ingin mengucapkan setinggi-tinggiterima kasih kepada pemegang saham, banker, pelanggan, rakan perniagaandan pihak berkuasa undang-undang yang telah memberi sokongan yangberterusan, dan tunjuk ajar kepada kumpulan. Lembaga Pengarah juga inginmemyampaikan penghargaan pada pengurusan dan pekerja-pekerjakumpulan di atas ketekunan dan dedikasi mereka.



Review of Group Operating Performance

The Group’s revenue is derived from three core business segments, i.e.automotive components, plantation and vehicle distribution. In 2009, theautomotive component segment continued to be a major revenuecontributor to the Group registering a revenue of RM221.6 million followedby the plantation segment’s revenue of RM43.8 million. The automotivecomponent and plantation segments represented 77.4% and 15.3%respectively to the total revenue registered in FY2009. The vehicledistribution segment registered RM18.7 million, which represented 6.6% ofFY2009’s total revenue.

Despite achieving a fairly consistent improvement of quarterly revenueranging from RM66.0 million to RM81.5 million from 1Q FY2009 to 4QFY2009, profitability had dipped in 1Q FY2009 which was in tandem withthe sharp deterioration of the Malaysian economy where most consumersand business enterprises held back their spending and expansion in view ofthe adverse economic environment. The Group experienced a decrease inrevenue as a result of the decline in demand for new vehicles andautomotive components in both the domestic and overseas markets. During1Q FY2009, the Group’s net profit attributable to shareholders was almosthalf compared to other subsequent three quarters of 2009. This wasprimarily due to the steep decline in CPO prices during that period underthe plantation segment. However, the Group was quick to recover from itscore automotive segment where the demand for its products picked up fasterthan expected. This, coupled with the improved CPO prices has resulted inbetter profitability margin towards end of 2009.

Overall, the Group registered revenue of RM286.2 million in 2009,marginally lower than that of RM 290.2 million in 2008 despite operatingunder a recessionary environment. Meanwhile, Total Industry Volume (TIV)

dropped marginally from 548,115 units in 2008 to 536,905 units in 2009.The higher production volume of fresh fruit bunches (FFB) from the Group’splantation segment which increased from 74,615 tonnes in 2008 to 104,271tonnes in 2009, and the higher average crude palm oil price in 2009essentially lifted the Group’s total revenue and profitability in FY2009.

Automotive Components Segment Review & Outlook

Being the core business of the Group, the automotive component segmenthas always remained a major revenue and profit contributor since itsinception. Nevertheless, this segment’s revenue has been quite consistentfor the past 2 years, registering a revenue of RM221.6 million in FY2009 ascompared to RM229.5 million in FY2008. However, the profitabilityimproved by +15.6% despite operating under recessionary environment in2009, where profit before taxation increased from RM29.5 million in FY2008to RM34.1 million in FY2009. This outstanding performance was attributedto the Group’s concerted efforts in cost down exercises coupled withcontinuous emphasis on production efficiency during the year.

The revenue registered from domestic Original Equipment Manufacturer(OEM) was RM160.9 million (73% to automotive segment revenue).Whereas, revenue registered from foreign OEM and replacement equipmentmarket (REM) was RM32.5 million and RM27.1 million (15% and 12% toautomotive segment’s revenue) respectively.

The Group has successfully penetrated into foreign OEM markets bysupplying its quality accredited products to global vehicle manufacturersand assemblers such as Toyota, Honda, Nissan, Suzuki, General Motor andHyundai over the years. By participating in the supply chain of global carmakers, the Group has further diversified its business risks by not over



relying on the domestic OEM market and increasing its earnings base. Therevenue from foreign OEMs has increased tremendously from RM 17.1million in FY2006 to RM 32.5 million in FY2009, an increase of 90% overthe past 3 years.

Despite lower new vehicle sales registered in 2009, the sales revenue ofautomotive components has improved from 1Q low of RM 53.7 million toRM 62.7 million in the 4Q. The consumer sentiment has demonstratedstronger-than-expected recovery despite a negative GDP growth of -1.7%registered in 2009. For the past 2 years, passenger vehicles salescommanded 91% of TIV with balance 9% from commercial vehicles. Thus,Malaysia remains the largest passenger car market in the Asean region.

Moving forward, Malaysian Automotive Association (MAA) has forecastedTIV or new vehicle sales reaching 550,000 units in 2010. The 2010 forecasthas taken into account improvement of economic and environmental factorsin the domestic market and a gradual recovery of the global economy.

The 2006 National Automotive Policy (NAP) has been revised in October2009 and took effect from 1 January 2010. Amongst the factors which wouldbenefit automotive parts and component manufacturers are the gradualintroduction and enforcement of mandatory standards for parts &components and the phase-out of imported used parts & components; taxexemption on the value of increased exports of vehicles and parts &components; continued provision of soft loans and grants as measures toenhance competitiveness of parts & components manufacturers. The liftingof the freeze on manufacturing licence would increase the number of carassemblers in Malaysia and the gradual introduction of vehicle end of life(ELV) policy will stimulate purchase of new vehicles. All these newmeasurements will augur well for the Group in the long run.

Overall, 2009 presented some of the most challenging trading conditionsthe global automotive industry has experienced. However, we will continueto take a cautious and prudent approach on our production and sales levelsfor 2010. Consumer demand for new vehicle sales is beginning to recover,driven partly by the strength of the recovery of global equity markets,improved consumer sentiment, more stable economy, recovery outlook andjob prospects. We are cautiously optimistic about the medium-termprospects of our automotive component business ventures given theprogressive improvement of automotive industry fundamentals in 2010.

Plantation Segment Review & Outlook

Since the acquisition of the Indonesian plantations back in mid 2006, theplantation segment has become a significant revenue contributor for theGroup over the years. Compared to FY2008, the plantation segment revenuehas increased from RM38.2 million to RM43.8 million in FY2009.

The increase of fresh fruit bunch (FFB) production volume from 74,615tonnes in 2008 to 104,271 tonnes in 2009 coupled with higher averagecrude palm oil price were crucial to the increased profitability of theplantation segment. With the completion of the rehabilitation programme inthe Indonesian estates since early 2009, this segment’s profitability hasregistered a sharp increase in profit before tax of RM4.9 million in FY2008to RM7.9 million in FY2009.

The strategic acquisition of a 60% equity stake in PT Rebinmas Jaya whichowns 3 oil-palm plantations in Pulau Belitung, Indonesia in July 2006 hasenabled the Group to venture into the plantation business in a much largerscale with additional land bank of 14,422 hectares. The Group today ownsa total of 15,871 hectares of oil-palm plantations including the 1,449hectares of Sungai Rambai oil palm estate in Batang Berjuntai, KualaSelangor. The plantation segment is expected to contribute significantly in terms ofrevenue moving forward with the progressive increase of total planted areain the Indonesian estate. It is also expected to contribute more significantlyin terms of earnings moving forward.

Since May 2008, the Group began construction of its first palm oil mill inPulau Belitung plantations with the initial processing capacity of 60 MTFFB/hour, which can be further increased to 90MT FFB/hour. The mill willnot only serve all of our Pulau Belitung estates needs but will also acceptFFB from surrounding smallholder plantations. The commissioning of themill is expected to commence by the 2Q 2010. Going forward, we expectto earn higher revenue and gain better margins from selling CPO.

Vehicle Distribution Segment Review & Outlook

The vehicle distribution segment has lately played a diminishing role overthe years which saw its revenue reduced from RM19.7 million in FY2008 toRM18.8 million in FY2009. The Group has downsized the number of outletsfrom 17 to 4 over the years to contain losses while seeking innovative waysto improve yield per outlet. The losses before taxation has further reducedfrom RM0.8 million in FY2008 to RM0.6 million in FY2009.

The Group began distributing China commercial vans in early 2010 andnow the Group is the distributor for foreign makes such as Suzuki, Hyundaiand Jin Bei brands besides acting as distributor for Malaysian national car,Proton. With a new management team in place since the beginning of 2010,this segment is expected to show positive result in the near future.

While Malaysia continues to implement its commitment and obligation onthe removal and reduction of import duties for automotive products underASEAN and WTO Free Trade Agreements, this would enable the Group tosecure new distributorship, franchise rights and/or dealership of othermakes of vehicles when full liberalisation gradually takes place over thenext few years.

In order to enlarge earnings from new ventures, the Group ventured into thecommercial vehicle manufacturing in 2008 via its 51% owned PT AsianAuto International (PT AAI) in Indonesia. PT AAI is involved in themanufacturing and assembly of 18 meter high-floored articulatedcompressed natural gas (CNG) buses under the “KOMODO” brand for thebus rapid transit system in Jakarta. This strategic initiative in venturing intothe manufacturing and assembly of bus and bus chassis will create a newrevenue stream for the Group in the long term. Going forward, the Groupanticipates significant contribution from this business segment

100% DELLOYD AUTO PARTS (M) SDN BHD45% THAI DELLOYD CO., LTD.

100% DELLOYD AUTO PARTS MFG SDN BHD

100% DELLOYD (MALAYSIA) SDN BHD

100% DELLOYD ELECTRONICS (M) SDN BHD40% BROSE DELLOYD AUTOMOTIVE CO., LTD.30% ICHIKOH (MALAYSIA) SDN BHD10% PT JIDECO INDONESIA

100% DELLOYD INDUSTRIES (M) SDN BHD 100% PT DELLOYD100% DELLOYD INDUSTRIES (THAILAND) CO ., LTD. 100% DELLOYD (GUANGZHOU) AUTO PARTS PTE LTD 100% GMI MOULD INDUSTRIES SDN BHD21% AUTOPARTS NETWORKS ALLIANCES SDN BHD

CORPORATE STRUCTURE


CORPORATESTRUCTURE

AUTOMOTIVE

100% DELLOYD MANAGEMENT SERVICES (M) SDN BHD

100% DELLOYD R&D (M) SDN BHD

100% DELLOYD INFOCOMM SDN BHD 95% PREMIER ASIAN AUTO PUBLICATIONS (M) SDN 40% INTELLI- TELEMATICS ASIA SDN BHD

OTHERS

100% ATOZ MOTOR MARKETING SDN BHD100% ATOZ MOTOR WORKSHOP SDN BHD 100% ATOZ MOTOR CONCEPT SDN BHD 100% ATOZ MOTOR SERVICES SDN BHD100% VANTAGE SPEED SDN BHD 100% MAGNAVISION (M) SDN BHD

100% DELLOYD CORPORATION SDN BHD51% PT ASIAN AUTO INTERNATIONAL

VEHICLE DISTRIBUTION

90% DELLOYD PLANTATION SDN BHD60% PT REBINMAS JAYA

PLANTATION

BOARD OF DIRECTORSGeneral Tan Sri (Dr) Dato’ PadukaMohamed Hashim Bin Mohd Ali (R)Chairman, Independent Non-Executive Director

Dato’ Tee Boon KeeGroup Managing Director

Dato’ Ir Haji Noor Azmi Bin JaafarExecutive Director

Datin Chung Geok SiewExecutive Director

Tee Boon KeatExecutive Director

Chung Chee SunNon-Independent Non-Executive Director

Dato’ Dr M SHANmughalingamIndependent Non-Executive Director

Dato’ Mohamed Nizam Bin Abdul RazakIndependent Non-Executive Director

Eow Kwan HoongIndependent Non-Executive Director

SECRETARIESNg Say OrYew Ing Chuo

AUDIT COMMITTEEDato’ Mohamed Nizam Bin AbdulRazakChairman

Dato’ Dr M SHANmughalingamEow Kwan Hoong

REMUNERATION COMMITTEE Dato’ Dr M SHANmughalingamChairman

Eow Kwan HoongDato’ Tee Boon Kee

NOMINATION COMMITTEEGeneral Tan Sri (Dr) Dato’ PadukaMohamed Hashim Bin Mohd Ali (R)Chairman

Dato’ Mohamed Nizam Bin AbdulRazakDato’ Dr M SHANmughalingamEow Kwan Hoong

REGISTERED OFFICE52A, Lebuh Enggang41150 KlangSelangor Darul EhsanTel : (03) 3343 7145Fax : (03) 3343 3296

AUDITORSCrowe HorwathKuala Lumpur OfficeChartered Accountants

REGISTRARBina Management (M) Sdn BhdLot 10, The Highway Centre, Jalan 51/20546050 Petaling Jaya Selangor Darul EhsanTel : (03) 7784 3922Fax : (03) 7784 1988

STOCK EXCHANGE LISTING Bursa MalaysiaMain MarketStock Code: 6505

PRINCIPAL BANKERSHSBC Bank Malaysia BerhadRHB Bank BerhadHong Leong Bank BerhadOCBC Bank (Malaysia) Berhad

SOLICITORSJ. M. Chong, Vincent Chee and CoLee, Perara & Tan

MANAGEMENT TEAM

Dato’ Tee Boon KeeGroup Managing Director

Dato’ Ir Haji Noor Azmi Bin JaafarExecutive Director & CEOManufacturing

Datin Chung Geok SiewExecutive DirectorFinance & Administration

Tee Boon KeatCEO - Delloyd Auto Parts (M)Sdn Bhd

Leon Tee Wee LengDeputy CEO – Corporate & Business

Chua Soo SeongDeputy CEO - Operations

Lawrence Chong Kin MinChief Operating OfficerDelloyd Auto Parts Mfg Sdn Bhd

Mustaffa Bin Haji BakarChief Operating OfficerDelloyd Industries (M) Sdn Bhd

Gan Nean PaulChief Operating OfficerDelloyd Electronics (M) Sdn Bhd

Chan Yoke HoongSenior General ManagerGroup Purchasing & CorporateServices

Kunihiko HayashiExecutive AdvisorGroup Marketing

Tsuneo MatsunagaGeneral ManagerDelloyd R & D (M) Sdn Bhd

Jessica Tho Lai FoongGeneral ManagerGroup Finance & Accounts

Badrol Hisham Bin JeranGeneral ManagerGroup Quality Management System

Chung Chee YokeGeneral ManagerDelloyd Plantation Sdn Bhd

Tuan Haji Zahari Bin Mohd RashidGeneral ManagerAtoz Motor Marketing Sdn Bhd

Tay Koh HengGeneral ManagerOverseas Operations

Mazlan Bin MamatSenior ManagerDelloyd Industries (M) Sdn Bhd - Tg. Malim

Wan Rizam Bin Wan ZainSenior ManagerResearch & Development

Hasbullah Bin Abdul RahmanSenior ManagerResearch & Development

Genta HiraokaOperations DirectorPT Delloyd, Indonesia

Noriaki OsawaGeneral ManagerPT Delloyd, Indonesia

Chang Poh MengSenior Manager - Estate DivisionPT Rebinmas Jaya, Indonesia

James Kong Kam SangSenior Manager - Oil Mill Division PT Rebinmas Jaya, Indonesia

Muhamad Bin AmanCEO - PT Asian Auto International,Indonesia

Ruddy SoesiloMarketing DirectorPT Asian Auto International,Indonesia

CORPORATE INFORMATION


General (Rtd) Tan Sri (Dr) Dato PadukaMohamed Hashim Bin Mohd Ali, aMalaysian, aged 75 was appointed as anIndependent Non-Executive Director andChairman of Delloyd Ventures Berhad (DVB)on 6 August 1996. He is also Chairman of theNomination Committee of the Board.

He holds a Diploma in Advance Managementfrom the Harvard Business School and wasconferred an Honorary Doctorate by theUniversity of Salford, United Kingdom inJanuary 1999.

He served the Malaysian Armed Forces since1953 until his retirement as the Chief ofDefence Forces in April 1992. Thereafter, hejoined Perwira Niaga Malaysia (PERNAMA) asChairman in May 1992.

He sits on the Board of Ajinomoto (Malaysia)Berhad, Country Heights Holdings Berhad,Hong Leong Financial Group Berhad, MinesExcellence Golf Resort Berhad, BluwaterDevelopments Berhad and Borneo HighlandsHornbill Golf & Jungle Club Berhad. He has

considerable exposure in business by virtueof his association either in the capacity asChairman or member of the Board of anumber of public as well as privatecompanies.

He has no family relationship with anydirectors and/or major shareholders of DVBnor any personal interest in any businessarrangement involving the Company. He hasno convictions for any offences within thepast 10 years.

Dato’ Tee Boon Kee aged 56, a Malaysia isthe Group Managing Director of DelloydVentures Berhad. He was appointed to theBoard on 6 August 1996 and sits on the ESOSand the Remuneration Committees of theBoard. He is the spouse of Datin Chung GeokSiew and brother to Tee Boon Keat.

Dato’ Tee is a businessman by profession andco-founder of the DVB Group. The firstcompany founded by him was Delloyd AutoParts (M) Sdn Bhd in 1984, which specializesin importing and distributing of automotiveparts and accessories in Malaysia. Whilst inthe midst of establishing a market niche inMalaysia, he had also set up Delloyd(Malaysia) Sdn Bhd in 1987 to undertakedirect exports of replacementequipment/accessories parts. He formedDelloyd Industries (M) Sdn Bhd and DelloydAuto Parts Mfg Sdn Bhd to produce OEM andreplacement equipment/accessories parts in1989 and 1990 respectively. He possesseswell established and in-depth knowledge andexperience in the overall operations of theGroup.

He is deemed interested in certain relatedparty transactions of a revenue or tradingnature which are necessary for the day-to-dayoperations of the Group as disclosed on page86 to 89 on the Annual Report. He has noconvictions for any offences within the past10 years.



GENERAL TAN SRI (DR) DATO’ PADUKA MOHAMED HASHIM BIN MOHD ALI (R)CHAIRMANINDEPENDENT NON-EXECUTIVE DIRECTOR

DATO’ TEE BOON KEEGROUP MANAGING DIRECTOR

GENERAL TAN SRI (DR) DATO’ PADUKA MOHAMED HASHIM BIN MOHD ALI (R)CHAIRMANINDEPENDENT NON-EXECUTIVE DIRECTOR

DATO’ TEE BOON KEEGROUP MANAGING DIRECTOR

Dato’ Ir. Haji Noor Azmi Bin Jaafar aged 55, aMalaysian is an Executive Director of DelloydVentures Berhad. He was appointed to theBoard on 6 August 1996 and sits on the ESOSCommittee of the Board. He graduated fromUiTM with Diploma in MechanicalEngineering and a Bachelor of Science inMechanical Engineering. Subsequently, heobtained a Master of Science in MechanicalEngineering from University of Miami, USA.He is a member of the Institute of EngineersMalaysia (MIEM) and a registeredProfessional Engineer ( P. Eng ) with the Boardof Engineer, Malaysia.

Dato’ Ir. Haji Noor Azmi started his career in1979 as a lecturer in the Faculty ofMechanical Engineering, UiTM and his lastposition at UiTM was Head ofThermodynamics and Heat Transfer Division.In 1984, he joined PROTON (PerusahaanOtomobil Nasional Berhad) and assumedvarious capacities in Quality Control, LocalContent, Localisation, Warranty & TechnicalServices and Procurement & VendorDevelopment. After seven and half years withPROTON, he joined Delloyd Industries (M)Sdn Bhd as Director and Advisor to theManaging Director. He was appointedManufacturing Director in 1995 and witheffect from August 2008 was appointed Chief

Executive Officer of the Group’s automotivecomponents division. This divisioncomprises main subsidiaries includingDelloyd Industries (M) Sdn Bhd, DelloydElectronics (M) Sdn Bhd, Delloyd Auto PartsMfg Sdn Bhd, Delloyd (Malaysia) Sdn Bhd,Delloyd R&D (M) Sdn Bhd., PT Delloyd ofIndonesia and other oversea operation.

Dato’ Ir. Haji Noor Azmi is an academicadvisor to the Faculty of MechanicalEngineering UiTM, Faculty of MechanicalEngineering UTM for Doctorate Programmeof Business & Advanced Technology Centre( BATC ) and Faculty of MechanicalEngineering Politeknik Sultan SalahuddinAbdul Aziz Shah, Shah Alam.

He is also the Deputy President of ProtonVendor Association ( PVA ).


Datin Chung Geok Siew aged 57, a Malaysianis an Executive Director of Delloyd VenturesBerhad. She was appointed to the Board onAugust 1996 and sits on the ESOSCommittee of the Board. She is spouse ofDato’ Tee Boon Kee and the sister of ChungChee Sun.

Datin Chung is one of the founding membersof the DVB Group. She has been with theGroup since the inception of Delloyd AutoParts (M) Sdn Bhd in 1984. She holds theposition of Group Finance Director primarilyresponsible for the finance, administration,purchasing and human resources functions ofthe Group. She has garnered wide experiencein the financial and administration aspects ofthe automotive parts and accessoriesbusiness.

She is deemed interested in certain relatedparty transactions of a revenue or tradingnature which are necessary for the day-to-dayoperations of the Group as disclosed on page86 to 89 on the Annual Report. She has noconvictions for any offences within the past10 years.



DATO’ IR HAJI NOOR AZMI BIN JAAFAR EXECUTIVE DIRECTOR

DATIN CHUNG GEOK SIEW EXECUTIVE DIRECTOR

DATO’ IR HAJI NOOR AZMI BIN JAAFAR EXECUTIVE DIRECTOR

DATIN CHUNG GEOK SIEW EXECUTIVE DIRECTOR

Y. Bhg. Dato’ Dr. M SHANmughalingam aged 70,a Malaysian, was appointed an independentNon-Executive Director of Delloyd VenturesBerhad (DVB) on 6 August 1996. He is Chairmanof the Remuneration Committee and also sits onthe Nomination and Audit Committees of theBoard. Dato’ Dr. M SHAN obtained his Doctorateof Philosophy in Economics and Governmentfrom Oxford University, UK, Masters degree inEconomics and Government from HarvardUniversity, USA and Bachelor of Arts (Honours)degree in Economics from University of Malaya.He is a Fellow of the Economic DevelopmentInstitute, World Bank, USA.

From 1962 to 1978 Dato’ Dr M SHAN served theTreasury, Ministry of Finance, his last post beingDeputy Secretary (Economic) and from 1979 to1991 in PETRONAS (Petroleum NasionalBerhad) his last post being General Manager.From 1992 to 1996 he was Managing Director ofSri Inderajaya Sdn Bhd, the holding Company ofGEC Malaysia Sdn Bhd.

He is now Managing Director of Trilogic SdnBhd, an investment holding company since1996. He sits on the Boards of Main Boardpublic listed companies Mamee-Double Decker(M) Bhd. He also sits on the Board of Trusteesthe Malaysian Institute of Economic Research(MIER) and the advisory panel to Asian Strategyand Leadership Institute (ASLI).He was a Director of Edaran Otomobil NasionalBerhad (EON) and Chairman of its RemunerationCommittee and PBA holdings Bhd, both listedon the Main Board. He was also on the Board ofCIMB (Commerce International Merchant

Chung Chee Sun aged 56, a Malaysia is aNon-Independent & Non-Executive Directorof Delloyd Ventures Berhad. He wasappointed to the Board on 6 August 1996 andis the brother of Datin Chung Geok Siew

Mr. Chung is one of the founding membersof the DVB Group. He has been with theGroup since the inception of Delloyd Autoparts (M) Sdn Bhd in 1984. He has vastexperience in plastic injection machinefacilities and mould and was primarilyresponsible for the manufacturing operationsof plastic and metal related automotivecomponents.


Tee Boon Keat aged 46, a Malaysia isExecutive Director of Delloyd VenturesBerhad. He was appointed to the Board on 6August 1996 and is the brother of Dato’ TeeBoon Kee.

Mr. Tee is a businessman by profession andhas vast experience in management capacityin the automotive accessories business. Heis the Chief Executive Officer of Delloyd AutoParts (M) Sdn Bhd. His main responsibility isto oversee the company’s local and exportsales activities.




DATO’ DR M SHANMUGHALINGAMINDEPENDENT NON-EXECUTIVE DIRECTOR

CHUNG CHEE SUNNON-INDEPENDENT NON-EXECUTIVEDIRECTOR

TEE BOON KEATEXECUTIVE DIRECTOR

TEE BOON KEATEXECUTIVE DIRECTOR

CHUNG CHEE SUNNON-INDEPENDENT NON-EXECUTIVE DIRECTOR

DATO’ DR M SHANMUGHALINGAMINDEPENDENT NON-EXECUTIVE DIRECTOR

Bankers) (L) Ltd, CIMB Discount House Bhd,CIMB Securities Sdn Bhd, MIDF Aberdeen AssetManagement Sdn Bhd, and MalaysianInternational Merchant Bankers Berhad (MIMB),a subsidiary of MIDF and an associate ofBarclays Bank Group, UK. He was on theCommittee of the Malaysian Administrative andDiplomatic Service (P.T.D.) Alumni Association,on the Board of the VIOBA Foundation andChairman, Scholarship Committee and on theBoard of Selectors, Rhodes Scholarship toOxford University.

Dato’ Dr. M SHAN represented Malaysia atinternational conferences of the ADB (AsianDevelopment Bank), the Commonwealth, IMF(the International Monetary Fund), OPEC (theOrganisation of Petroleum Exporting Countries),the United Nations and the World Bank. He wasthe Chairman and lead speaker at several sittingsof PECC (Pacific Economic Co-operationConference). On invitation by the KennedySchool of Government, Harvard University andthe Harvard Institute fo r InternationalDevelopment, USA, he helped in the design of anew Executive Programme for Leaders inDevelopment : Managing Economic and PoliticalReform.

He has no family relationship with any directorsand/or major shareholders of DVB nor anypersonal interest in any business arrangementinvolving the Company. He has no convictionsfor any offences within the past 10 years.

Dato’ Mohamed Nizam Bin Abdul Razak aged51, a Malaysian was appointed as anIndependent Non-Executive Director of DelloydVentures Berhad (DVB) on 6 August 1996. He isChairman of the Audit Committee and also sitson the Nomination Committee of the Board. Hegraduated in Politics, Philosophy andEconomics from Oxford University, UK in 1980.

He began his career in 1981 when he joined theCorporate Finance Department in BumiputraMerchant Bankers Berhad. In 1984 he joined GPSecurities Sdn Bhd (now known as PB SecuritiesSdn Bhd) as General Manager. He became theChief Executive Officer in 1992 and held theposition until his retirement in 1998.

Dato’ Nizam currently sits on the Boards ofpublic companies including Mamee-DoubleDecker (M) Bhd, Yeo Hiap Seng (M) Bhd,Deutsche Bank (M) Bhd and Synergy Track Bhd.He is also a Trustee on several charitablefoundations such as Noah Foundation, HongLeong Foundation and the National ChildrenWelfare Foundation.


Mr. Eow Kwan Hoong aged 57, a Malaysian wasappointed an Independent Non-ExecutiveDirector of Delloyd Ventures Berhad (DVB) on22nd May 2001. He sits on the Audit, ESOS,Nomination and Remuneration Committees ofthe Board.

Mr. Eow is a member of the Malaysian Instituteof Accountants and a Fellow member of theChartered Institute of Management Accountants(CIMA), United Kingdom. He is a Past Presidentof CIMA Malaysia Division and serves as aCouncil member of the Malaysian Division ofCIMA. He joined the Lion Group as an AccountsManager in 1982. After serving the Group for 17years and holding the post of Group ChiefAccountant, he left in April 1998 to join IRISCorporation Berhad as the Chief OperatingOfficer. Currently, he sits on the Board of IRISCorporation Berhad and Main Board public listedcompany Versatile Creative Berhad. In addition,he also sits on the Boards of SilverstoneCorporation Berhad and several Malaysianprivate limited companies.




DATO’ MOHAMED NIZAM BIN ABDUL RAZAKINDEPENDENT NON-EXECUTIVEDIRECTOR

EOW KWAN HOONGINDEPENDENT NON-EXECUTIVEDIRECTOR

DATO’ MOHAMED NIZAM BIN ABDUL RAZAKINDEPENDENT NON-EXECUTIVEDIRECTOR

EOW KWAN HOONGINDEPENDENT NON-EXECUTIVE DIRECTOR

27/05/09 - 13th Annual General Meetingat Kota Permai Golf and Country Club,Shah Alam, Selangor Darul Ehsan..

09/06/09 - Signing of Exclusive Importerand Distributor Agreement between PTAsian Auto International, Indonesia andBeiqi Foton Motor Co. Ltd, China.

11/06/09 - PT Asian Auto Internationalacquired 7,750 sq m of industrialleasehold land and building in Bogor,Jawa Barat for expansion plan.

03/08/09 - Payment of 5% final dividend( 1.8% less 25% income tax and 3.2% taxexempt ).

08/12/09 - Signing of Joint VentureAgreement between Delloyd Electronics(M) Sdn Bhd and Brose InternationalGmbH to manufacture and supply windowregulators in Thailand.

15/10/09 - Signing of 5th CollectiveAgreement between Delloyd Industries(M) Sdn Bhd and Kesatuan Pekerja-Pekerja Delloyd Industries (M) Sdn Bhd

07/12/09 - Official launch of OHSAS18001:2007 preparation programme.

CALENDAR OF EVENTS

JUNE

MAY


09

FEBRUARY

08/03/10 - Analyst and fund managersbriefing in Nikko Hotel, Kuala Lumpur.

18/03/10 -Factory visit to Delloyd Klangby analyst, fund managers andinstitutional investors..

MARCH

25/02/10 - Announcement of consolidatedunaudited results of the Group for the yearended 31 December 2009.

08/01/10 - Delloyd Group of CompaniesAnnual Dinner.

JANUARY


10



Tee Boon Keat Dato’ Ir Haji Noor Azmi Bin Jaafar

Ordinary Resolution 1



Ordinary Resolution 4Ordinary Resolution 5


Ordinary Resolution 7Ordinary Resolution 8




1.

2.

3.

4.

NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of the Company will be held at the Company’s office at Lot 33004/5, Jalan Kebun, 42450 Klang, Selangor Darul Ehsan on Thursday, 27 May 2010 at 12.00 noon for the following purposes:-

AGENDA

AS SPECIAL BUSINESSTo consider and if thought fit, to pass the following resolutions:-

To receive the Audited Financial Statements for the financial year ended 31 December 2009 together with the Reportsof the Directors and Auditors thereon.

To approve the payment of a First and Final Tax Exempt Dividend of 6% in respect of the financial year ended 31 December2009.

To approve the payment of Directors’ fees of RM270,000 in respect of the financial year ended 31 December 2009.

To re-elect the following Directors who retire by rotation in accordance with Article 90 of the Company’s Articles ofAssociation and being eligible, offer themselves for re-election:-

i.

ii.

the transactions are in the ordinary course of business and are on terms not more favourable to the related partythan those generally available to the public and is not to the detriment of the minority shareholders and thatsuch transactions are made on an arm’s length basis and on normal commercial terms; andin disclosing the actual aggregate value of the Recurrent Related Party Transactions conducted pursuant to theMandate in the 2010 Annual Report, a breakdown of the aggregate value of the Recurrent Related PartyTransactions made during the financial year, amongst others, will be provided based on the followinginformation:-

i.ii.

i.ii.

5.

6.

7.

8.

9.

To re-elect Chung Chee Sun who retires in accordance with Article 97 of the Company’s Articles of Association and beingeligible, offers himself for re-election.

To consider and, if thought fit, pass the resolutions that pursuant to Section 129 of the Companies Act, 1965, the followingDirectors be re-appointed as Directors of the Company to hold office until the next Annual General Meeting:-

To re-appoint Messrs. Crowe Horwath [Formerly known as Horwath] as Auditors and to authorise the Directors to fix theirremuneration.

Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

“THAT subject always to the Companies Act, 1965 and the approvals of the relevant governmental and/or regulatoryauthorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issueshares in the Company from time to time and upon such terms and conditions and for such purposes as the Directorsmay deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% ofthe total issued capital of the Company and that such authority shall continue to be in force until the conclusion of thenext Annual General Meeting of the Company.”

Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

“THAT approval be and is hereby given to the Company and its subsidiaries to renew the Shareholders’ Mandate for theRecurrent Related Party Transactions of a revenue or trading nature with specified class of the Related Parties as statedin Section 3.1 of the Circular to Shareholders dated 5 May 2010 which are necessary for the Group’s day to day operationssubject further to the following:-

General Tan Sri (Dr) Dato’ Paduka Mohamed Hashim Bin Mohd Ali (R) Dato’ Dr.M SHANmughalingam



(CONT’D)


iii.

iv.

the type of the Recurrent Related Party Transactions made; andthe names of the Related Parties involved in each type of the Recurrent Related Party Transactionsmade and their relationship with the Company and its subsidiaries;

10.

11.

a.b.

the conclusion of the next annual general meeting of the Company following the general meeting atwhich such Mandate was passed, at which time it will lapse, unless by a resolution passed at themeeting, the authority is renewed;the expiration of the period within which the next annual general meeting after the date it is requiredto be held pursuant to section 143(1) of the Companies Act, 1965(“CA”) (but shall not extend tosuch extension as may be allowed pursuant to section 143(2) of the CA); orrevoked or varied by resolution passed by the shareholders in general meeting whichever is theearlier; and

a.

b.

c.

i.

ii.

the Mandate is subject to annual renewal. In this respect, any authority conferred by a Mandate shall onlycontinue to be in force until:-

the aggregate number of shares purchased pursuant to this resolution does not exceed ten per cent (10%) ofthe total issued and paid-up share capital of the Company as quoted on Bursa Malaysia Securities Berhad asat the point of purchase; andan amount not exceeding the Company’s retained profit and the share premium account at the time of thepurchase(s) be allocated by the Company for the Proposed Share Buy-Back;

the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things(including executing such documents as may be required) to give effect to the Proposed Renewal ofShareholders’ Mandate.”

Proposed Renewal of Authority for the Purchase of Own Shares by the Company

“THAT subject to the Companies Act, 1965, the provisions of the Memorandum and Articles of Association of theCompany, the requirements of Bursa Malaysia Securities Berhad and the approvals of all relevant governmental and/orregulatory authorities, if any, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchasesuch amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors from time totime, through Bursa Malaysia Securities Berhad and upon such terms and conditions as the Directors may deem fit andexpedient in the interest of the Company provided that:-

To transact any other business of the Company for which due notice shall have been given.

AND THAT the authority conferred by this resolution shall commence immediately upon the passing of this resolutionand shall, subject to renewal thereat, expire at the conclusion of the next Annual General Meeting of the Companyfollowing the passing of this resolution (unless earlier revoked or varied by ordinary resolution of shareholders of theCompany in a general meeting);

AND THAT the Directors be and are hereby authorised to act and to take all steps and do all things as they may deemnecessary or expedient in order to implement, finalise and give full effect to the Proposed Share Buy-Back AND FURTHERTHAT authority be and is hereby given to the Directors to decide in their absolute discretion to either retain the ordinaryshares of RM1.00 each in the Company purchased by the Company pursuant to the Proposed Share Buy-Back as treasuryshares to be either distributed as share dividends or resold on Bursa Malaysia Securities Berhad or subsequentlycancelled, or to cancel the shares so purchased, or a combination of both.”

NOTICE OF DIVIDEND PAYMENTNOTICE IS ALSO HEREBY GIVEN THAT a First and Final Tax Exempt Dividend of 6% in respect of the financial year ended 31 December 2009, if approved by the shareholders, will be paid on 1 July 2010 to Depositors whose names appear in the Record of Depositors on 16 June 2010.



i.

ii.

iii.

iv.

v.

A proxy shall be a member of the Company and if the proxy is not a member of the Company, the proxy shall be an advocate or an approved companyauditor or a person approved by the Registrar of Companies.A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at thesame meeting.Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be representedby each proxy.To be valid, the proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang,Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting.If the appointer is a corporation, the proxy form must be executed under its Seal or under the hand of its attorney.

Notes:-

1.

2.

3.

Ordinary Resolution 10 - Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

The Proposed Ordinary Resolution 10 of the Agenda is a renewal of the General Mandate for the Directors to issue and allot shares pursuant toSection 132D of the Companies Act, 1965.

The proposed Ordinary Resolution 10, if passed, will give authority to the Directors of the Company, from the date of the above Annual GeneralMeeting, to issue and allot shares to such persons in their absolute discretion without convening a general meeting provided the aggregate numberof share issued does not exceed 10% of the issued share capital of the Company for the time being. This authority, unless revoked or varied at a generalmeeting, will expire at the conclusion of the next Annual General Meeting of the Company.

As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the Thirteenth AnnualGeneral Meeting held on 27 May 2009 and which will lapse at the conclusion of the Fourteenth Annual General meeting to be held on 27 May 2010.

The General Mandate sought will enable the Directors of the Company to issue and allot shares, including but not limited to further placing of shares,for purposes of funding investments(s), working capital and/or acquisition(s).

Ordinary Resolution 11 - Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The proposed Ordinary Resolution 11, if passed, will empower the Company and its subsidiaries to conduct transactions of revenue or trading naturewith the related parties. Please refer to the Circular to Shareholders dated 5 May 2010 for more information.

Ordinary Resolution 12 - Proposed Renewal of Authority for the Purchase of Own Shares by the Company

The proposed Ordinary Resolution 12, if passed, will empower the Company to purchase its own shares up to 10% of the issued and paid-up capitalof the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. Pleaserefer to the Circular to Shareholders dated 5 May 2010 for more information.

EXPLANATORY NOTES ON SPECIAL BUSINESS

By Order of the Board,

NG SAY OR Company Secretary(LS 00515)

5 May 2010

(CONT’D)

a.b.

Securities transferred into the Depositor’s Securities Account before 4.00 pm on 16 June 2010 in respect of transfers;Securities bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

A Depositor shall qualify for entitlement only in respect of:-


STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

1.

2.

a.

b.

c.

d.

Further details of Directors who are standing for re-election/re-appointment

Details of Directors who are standing for re-election/re-appointment are set out in the Directors’ Profile appearing on pages ______ to ________of the Annual Report.

Other Information of Directors who are standing for re-election/re-appointment

ShareholdingsThe direct and indirect shareholdings of the Directors who are standing for re-election/re-appointment are as follows:-

Family relationshipSave as mentioned below, none of the other Directors standing for re-election/re-appointment have any family relationship with any directorand/or substantial shareholder of the Company:-- Tee Boon Keat is the brother and brother-in-law of Dato’ Tee Boon Kee and Datin Chung Geok Siew respectively.- Chung Chee Sun is the brother and brother-in-law of Datin Chung Geok Siew and Dato’ Tee Boon Kee respectively.

Conflict of InterestNone of the Directors who are standing for re-election/re-appointment have any conflict of interest with the Company.

Convictions of offencesNone of the Directors who are standing for re-election/re-appointment have been convicted of any offences for the past 10 years, other thantraffic offences, if any.

General Tan Sri (Dr) Dato’ Paduka Mohamed Hashim Bin Mohd Ali (R)Dato’ Dr.M SHANmughalingamTee Boon KeatDato’ Ir Haji Noor Azmi Bin JaafarChung Chee Sun

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

NO. OF SHARES HELDNAME

DIRECT

312,500315,000

1,203,5162,168,4271,748,408

INDIRECT

NilNil

37,591,0168,862,910

37,740,470



-------

The Board recognises the importance of good corporate governance in directing the business of the Group. The Board is fully committed to ensure that thehighest standard of corporate governance as articulated in the Principles and Best Practices set out in the Malaysian Code of Corporate Governance (“Code”) ispractised throughout the Group as the underlying principle in discharging its responsibilities and to ensure transparency and corporate accountability.

The Board is pleased to disclose how the Company has applied the Principles and the extent to which the Company has complied with the Best of the Code duringthe financial year ended 31 December 2009. The Board is of the opinion that it has, in all material respects, complied with the Principles and Best Practicesoutlined in the Code.

THE BOARD The Board of Directors has the overall responsibility for the performance of the Group by maintaining full and effective control over strategic, financial, operational,compliance and governance issues. The following are specific areas of responsibilities of the Board:-

The Board, through the Nomination Committee is responsible for regularly reviewing the Board's structure, size and composition, as well as making recommendationto the Board on any changes that deemed necessary.

SUPPLY OF INFORMATIONAll Board members are supplied with Board reports in a timely manner. Board reports are circulated prior to the Board meetings to enable the Directors to obtain

BOARD BALANCEThe Board currently has nine (9) members, comprising four (4) Executive Directors, one (1) Non-Independent Non-Executive Director and four (4) IndependentNon-Executive Directors. This broad spectrum of skills and experience ensures the Group is under the guidance of an accountable and competent Board. TheBoard composition complies with the requirement of Malaysian Code on Corporate Governance and paragraph 15.02 of the Main Market Listing Requirement ofBursa Malaysia Securities Berhad. The Board is satisfied that its present composition fairly reflects the interest of minority shareholders in the Company.

All the Executive Directors, led by Group Managing Director, Dato' Tee Boon Kee, are true veterans as they have many years of experience in the Group's corebusinesses and they practise "hands-on" style of management.

There is a clear division of responsibility between the Chairman and the Group Managing Director to ensure a proper balance of power and authority. The Chairmanis responsible for ensuring Board effectiveness and conduct whilst the Group Managing Director is responsible for overseeing the Group's operations and businessdevelopment and the implementation of Board policies and decisions.

The Independent Non-Executive directors provide unbiased and independent views, advice and judgement and exercise objective participation in the proceedingsand decision-making process of the Board. Their view carry substantial weight in the decision making process of the Board.

The Board has at least four (4) scheduled meetings annually, with additional meetings for particular matters convened as and when necessary. Board meetingsare scheduled in advance at the beginning of the new financial year to enable its members to plan ahead.

During the financial year ended 31 December 2009, five (5) Board meetings were held. The following is the record of attendance of the Board Members:-

reviewing and adopting a strategic business plan for the Group;overseeing the conduct of the Group's business to evaluate whether the business is being properly managed;identifying principle risks and ensuring the implementation of appropriate systems to manage these risks;succession planning, including appropriate training, fixing the compensation of and, where appropriate, replacing senior management;developing and implementing an investor relations programme or shareholders communications policy for the Group; and reviewing the adequacy and integrity of the Group's system of internal control and management information systems, including systems for complianceswith applicable laws, regulations, rules, directives and guidelines.

NAME OF DIRECTORS

Gen Tan Sri (Dr) Dato' Paduka Mohamed Hashim Bin Mohd Ali (R)Dato' Tee Boon KeeDatin Chung Geok SiewDato' Ir. Hj. Noor Azmi Bin JaafarTee Boon KeatChung Chee SunDato' Dr M SHANmughalingam Dato' Mohamed Nizam Bin Abdul RazakEow Kwan Hoong

** Mr.Chung Chee Sun was unable to attend two of the meetings because he was overseas. He was also unable to attend two other meetings as he wasundergoing medical treatment.

POSITION

Independent Non-Executive ChairmanManaging DirectorExecutive DirectorExecutive DirectorExecutive DirectorNon Independent Non-Executive DirectorIndependent Non-Executive DirectorIndependent Non-Executive DirectorIndependent Non-Executive Director

ATTENDANCE

5/55/55/55/54/51/ 5**4/54/55/5



(CONT’D)

further information and explanation, where necessary, before the meetings. The Board reports include the following to enable them to discharge their duties andresponsibilities:-

The Board members have access to the advice and services of the Company Secretary and all information in relation to the Group whether as a full Board or intheir individual capacity to assist them in the furtherance of their duties. Where necessary, the Directors may engage independent professionals at the Group'sexpense on specialised issues to enable the Board to discharge their duties with adequate knowledge on the matters being deliberated.

BOARD COMMITTEESTo assist the Board in discharging its duties, various Board Committees have been established. The functions and terms of reference of the Board Committeesare clearly defined and, where applicable, comply with the recommendations of the Code.

Audit CommitteeIts principal function is to assist the Board in maintaining a sound system of internal control. The Committee has full access to the auditors both internal andexternal who, in turn, have access at all times to the Chairman of the Committee.

In line with good corporate governance practice, no Executive Directors are members of the Audit Committee.

The report on the Audit Committee is presented in page 29 to 31 and the duties of the Audit committee are included therein.

Nomination CommitteeA Nomination Committee was established by the Board and comprise exclusively Independent Non-Executive Directors.

The Nomination Committee is delegated the following specific tasks:-

-----

quarterly financial resultsperformance reports of the Groupbudgetsmajor operational and financial mattersupdates on statutory regulations and requirements affecting the Company

----

-

-

to nominate and recommend candidates to the Board for directorships;to consider, in making recommendations, candidates proposed by the Directors for directorships, or by any senior executive or shareholder; recommend to the Board, directors to fill the seats on Board committees;to assist the Board by reviewing annually its required mix of skills and experience and other qualities, including core competencies which Non-ExecutiveDirectors should bring to the Board; andto assist the Board in implementing an assessment programme to assess the effectiveness of the Board as a whole, the committees of the Board, andthe contribution of each individual director, on an annual basis.To determine the appropriate board size and number of Non-Executive participation in order to comply with the Listing Requirement of Bursa MalaysiaSecurities Berhad.

NAME

Gen Tan Sri (Dr) Dato' Paduka Mohamad Hashim Bin Mohd Ali (R) Dato' Mohamed Nizam Bin Abdul RazakDato' Dr M SHANmughalingam Eow Kwan Hoong

MEMBERSHIP

ChairmanMemberMemberMember

DIRECTORSHIP

Independent Non-ExecutiveIndependent Non-ExecutiveIndependent Non-ExecutiveIndependent Non-Executive

The Nomination Committee meets as and when necessary. The quorum of the meeting shall be two (2). The Company Secretary shall record, prepare and circulateminutes of the meeting. In the absence of the committee's Chairman, the Nomination Committee shall elect one of its members present to chair the meeting.

The Nomination Committee held one (1) meeting during the financial year ended 31 December 2009, which was fully attended by all members.

Remuneration CommitteeThe Remuneration Committee comprise majority Non-Executive Directors. The members of the Remuneration Committee are:-

NAME

Dato' Dr M SHANmughalingamDato' Tee Boon KeeEow Kwan Hoong

MEMBERSHIP

ChairmanMemberMember

DIRECTORSHIP

Independent Non-Executive DirectorGroup Managing DirectorIndependent Non-Executive Director



ESOS CommitteeThe ESOS Committee was established to administer the Employees' Share Options Scheme of the Company in accordance with the objectives and regulationsthereof. To this end, the Committee meets to determine the participation eligibility, option offers and share allocations and to attend to other related matters asmay be required.

The members of the ESOS Committee are:-

RE-ELECTIONIn accordance with the Company's Articles of Association, all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election.

to study and periodically review and implement policies governing the remuneration for Executive Directors; andto make recommendations to the Board on all elements of remuneration and terms of employment for Executive Directors.

Aggregate remuneration of Directors categorised into appropriate components:

Number of Directors whose remuneration fall into the following bands:

The duties of the Remuneration Committee are:

The Remuneration Committee reviews annually the performance of the CEO and the Executive Directors and furnishes recommendations to the Board onadjustments in remuneration and/or reward payments that reflect their respective contributions for the year, and which are competitive and in tandem with theCompany's corporate objectives and strategy.

The Executive Directors play no part in decisions on their own remuneration. The determination of remuneration packages of Non-Executive Directors, includingNon-Executive Chairman is a matter for the Board as a whole.

The Remuneration Committee meets as and when necessary. The Remuneration Committee held one (1) meeting during the financial year ended 31 December2009, which was fully attended by all members.

Details of the Directors' remuneration comprising of remuneration received or/and receivable from the Company and its subsidiaries for the financial year ended31 December 2009 are as follows:

DIRECTORSHIP

Executive DirectorsNon-Executive Directors Total

OTHERS

RM'000

1,136,313-

1,136,313

TOTAL

RM'000

3,146,048331,000

3,477,048

SALARIES

RM'000

1,380,854-

1,380,854

PERFORMANCEINCENTIVES

RM'000

575,881-

575,881

RANGE OF REMUNERATION

Below RM50,000RM50,000 to RM100,000RM500,000 to RM550,000RM700,000 to RM750,000RM750,000 to RM800,000RM1,100,000 to RM1,150,000 Total

NON-EXECUTIVEDIRECTORS

14----5

TOTAL

1411119

EXECUTIVEDIRECTORS

--11114

FEES

RM'000

53,000331,000384,000

NAME

Eow Kwan HoongDato' Tee Boon KeeDatin Chung Geok SiewDato' Ir Haji Noor Azmi Jaafar

MEMBERSHIP

ChairmanMemberMemberMember

DIRECTORSHIP

Independent Non-Executive DirectorGroup Managing DirectorExecutive DirectorExecutive Director

--

a.

b.

(CONT’D)



Pursuant to Section 129(2) of the Companies Act, 1965, Directors of or over the age of seventy years shall retire at every annual general meeting and may offerthemselves for re-appointment to hold office until the next annual general meeting.

TRAINING OF DIRECTORSAll the Directors have attended the Mandatory Accreditation Programme (MAP) prescribed by Bursa Malaysia Securities Berhad. The Directors attended variousother conferences and programme throughout the year to enhance their knowledge and expertise. Directors' training is an ongoing process to enhance theirknowledge on the latest development in the industry.

In compliance with paragraph 15.09 of Bursa Securities Listing Requirements, the Board shall on a continuous basis, evaluate and determine the training needsof its directors, which subject matter of training shall be one that aid the director in the discharge of his/her duties as a director.

During the financial year, the Directors attended the following training programmes:-

Gen Tan Sri (Dr) Dato' Paduka Mohamed Hashim Bin Mohd Ali (R)

Dato' Tee Boon Kee

Datin Chung Geok Siew

Dato' Ir. Hj. Noor Azmi Bin Jaafar

Tee Boon KeatDato' Mohamed Nizam Bin Abdul Razak

Eow Kwan Hoong

DIRECTOR COURSE TITLE

Merger & Acquisitions – Doing Better DealsInvestors Relations – Managing Strategic Issues In A Challenging EnvironmentFoundations of Effective Business Leadership Asian Property and Equity Seminar on Appropriate Uses of FertilizersFoundations of Effective Business Leadership Asian Property and Equity Seminar on Appropriate Uses of FertilizersHow To Be a Successful ManagerTechnical Seminar On Future Fuels for Sustainable MonitoringSpecialized Marketing Mission on Automotive Sector to Jakarta IndonesiaFoundations of Effective Business Leadership Corporate GovernanceFinancial Reporting Standards 137Financial Institutions Education Programme : Module 1, 2 , 4 and 5 Financial Institutions Education Programme : Banking InsightsFinance for non-finance DirectorMain Market Listing Requirements

INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATIONThe Board recognises the importance of transparency and accountability to its shareholders. Delloyd communicates with its shareholders regularly throughtimely release of financial results on a quarterly basis, announcements and disclosures to Bursa Malaysia Securities Berhad, Annual Report, Annual GeneralMeeting and where necessary, to have dialogue or interview with the financial community to discuss on the Group's latest developments or investment proposals.

The Group maintains a website at www.delloyd.com, which can be conveniently accessed by the shareholders and the general public. The Group's website isupdated from time to time to provide the latest and comprehensive information about the Group.

The Annual General Meeting is the principal forum for dialogue with all shareholders who are encouraged and are given sufficient opportunity to enquire aboutthe Group's activities and prospects as well as to communicate their expectations and concerns. Shareholders are provided with an opportunity to participatein a Question and Answer session.

In an effort to further enhance the Company's investor relations function, the Group has embarked on its Investor Relations Incentive Programme (IRIP). Thisis an on-line Investor Relations programme initiated by the Malaysian Investor Relations Association (MIRA) in collaboration with Bursa Malaysia designed toassist listed companies set up / enhance its Investor Relations function. Shareholders, investors and members of the financial community may now accessDelloyd's Investor Relation portal via http://delloyd.listedcompany.com.

ACCOUNTABILITY AND AUDIT

Financial ReportingIn presenting the annual audited financial statements and quarterly results announcements to shareholders and other interested parties, the Boardaims to present a clear, balanced and understandable assessment of the Group's financial position and prospects.

The Directors' Responsibility Statement pursuant to the Bursa Malaysia Securities Berhad Revamped Listing Guidelines and Statement by Directors pursuant to Section169(15) of the Companies Act, 1965 are set out on page 02 and page 28 of this Annual Report respectively.

NoteDato Dr. M SHANmughalingam did not attend any formal training programmes for the year but had updated himself through numerous article / publications inrelation to Corporate Governance. Mr. Chung Chee Sun was not able to attend any training sessions in view of his prolonged medical leave / condition.

(CONT’D)



Internal ControlThe Board acknowledges its responsibility for establishing a sound system of internal control to safeguard shareholders' investment and Group's assets, and toprovide reasonable assurances on the reliability of the financial statements. In addition, equal priority is given to internal control of its business management andoperational techniques.

The information on the Group's internal control is presented in the Statement of Internal Control set out on pages 27 to 28 of this Annual Report.

Relationship with AuditorsThe Company maintains a transparent relationship with the auditors in seeking their professional advice and towards ensuring compliance with the approvedaccounting standards. The role of the Audit Committee in relation to the external auditors is set out on pages 29 to 31 of this Annual Report.

OTHER INFORMATIONIn compliance with the Bursa Malaysia Securities Berhad's Main Market Listing Requirements, the following additional information are provided :

Employees' Share Option Scheme ('ESOS”)The Company implemented an Employee Share Option Scheme (“ESOS”) on 29 April 2005. The ESOS is governed by the bye-laws as approved by shareholdersat the Extraordinary General Meeting held on 29 June 2004.

During the financial year, there were no new offer of share options pursuant to the above mentioned ESOS .

Share BuybacksDuring the financial year, the Company bought back a total of 251,200 of its ordinary share of RM1.00 each from the open market. The share purchased wereretained as treasury shares. As at 31.12.2009, a total of 1,043,700 shares were held as treasury shares. The details of the shares bought back during the financialyear are as follows:-

Options, Warrants or Convertible SecuritiesThere were no options, warrants or convertible securities issued by the Company during the financial year under review.

American Depository Receipt (ADR) or Global Depository Receipt (GDR) ProgrammeDuring the financial year, the Company did not sponsor any ADR or GDR programme.

Imposition of Sanctions and/or PenaltiesThere were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by any regulatory authorities during thefinancial year under review.

Non-audit FeesThere were no non-audit fees paid to the external auditor during the financial year under review.

Profit GuaranteeThe Company did not give any profit guarantee during the financial year ended 31 December 2009.

Material ContractsMaterial Contracts of the Company and its subsidiaries entered into during the financial year under review are disclosed in Note 51 to the financial statement under“ Significant Events During The Financial Year And Subsequent To The Balance Sheet Date” on page 94 of the Annual Report.

Disclosure of Related Party TransactionsThe Group took all necessary steps to ensure transactions which were deemed to be related party transactions were appropriately disclosed in accordance withthe Listing Requirements. The Company had convened an Annual General Meeting on 27 May 2009 to obtain shareholders' mandate to allow the Company andits subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Significant related party transactions occurred during the financialyear are disclosed in Note 45 to the financial statements.

DATE

17.03.200918.03.200925.11.200931.12.2009Total

NO. OF SHARESBOUGHT BACK

24,00014,00018,000

195,200251200

TOTAL COST (RM) (EXCLUDING COMMISSION ANDBROKERAGE PAID)

35,959.9221,000.0037,350.00

478,530.85572,840.77

(CONT’D)


RESPONSIBILITY OF THE BOARDThe Board acknowledges its overall responsibility in maintaining a sound system of internal control (including systems for compliance with applicablelaws, regulations, rules, directives and guidelines) to safeguard shareholder's investments and the Group's assets and for reviewing the effectiveness,adequacy and integrity of these systems. The Board also recognises that a sound system of internal controls is a concerted and continuing process,designed to reduce rather than eliminate the risk of failure in achieving the business objectives. It therefore provides reasonable assurance but notabsolute assurance that the Group will not be hindered in achieving its business objectives.

Following the publication of the Statement on Internal Control: Guidance for Directors of Public Listed Companies(“the Internal Control Guidance”)by Bursa Malaysia Securities Berhad, the Board confirms that there is an ongoing process for identifying, evaluating and managing significant risksfaced by the Group, that has been in place for the financial year and up to the date of approval of the annual report and financial statements, and thatthis process is regularly reviewed by the Board and is in accord with the Internal Control Guidance.

RISK MANAGEMENTRisk assessment and evaluation is an integral part of the annual business planning and budgeting process. Each business unit has to establish itsbusiness objectives and identify those risks that can significantly affect their achievement. Having identified the risks, business units are requiredto set out and implement mitigating actions for each significant risk.

During the financial year under review, monitoring of the significant risks is an ongoing process exercised through direct involvement of the ExecutiveDirectors in regular management meetings and reviewing the effectiveness of risk mitigation strategies implemented by the Management.

The Group's objectives are supported with strategic plans and budgets, which were developed and discussed before the beginning of the new financialyear to establish plans and targets against which performance is monitored on an ongoing basis. The business objectives and action plans arereviewed regularly in management meetings throughout the year.

CONTROL STRUCTURE AND ENVIRONMENTThe Board is fully committed to ensure that a proper and conducive control environment is maintained within the Group to govern the manner in whichthe Group and its employees conduct themselves. The key elements of internal controls are:

Board CommitteesClear definition to the functions and responsibilities of the various committees of the Board of Directors. These include the Audit Committee,Nomination Committee, Remuneration Committee and ESOS Committee.

Organisational structure and responsibility levelsThe Group has a well defined organisational structure with a clear line of accountability and has strict authorisation, approval and controlprocedures within which senior management operate. Responsibility levels are communicated throughout the Group which set out, amongothers, authorisation levels, segregation of duties and other control procedures.

Authority levels, acquisitions and disposalsClear definition of authorisation procedures and delegated authority levels for major capital expenditure projects, acquisitions and disposalsof businesses and other significant transactions.

The approval of investment decisions above certain limits is reserved to the Board. The authority of the Directors is required for key treasurymatters including changes to equity and loan financing, interest rates, cheque signatories, the opening of bank accounts and foreignoperations.

Reporting and reviewThe Executive Directors meet on a monthly basis with all business unit heads to consider the Group's financial performance, businessdevelopment, management and corporate issues.

Financial performanceThe preparation of quarterly and full year financial results, as announced or otherwise are published to shareholders. Full year financial resultsare reviewed by external auditors.

Internal complianceThe Group monitors compliance with its internal controls through management reviews and reports which are internally reviewed by keypersonnels.

-

-

-

-

-

-




Update on developmentRegular reporting of legal and accounting developments are made to the Board.

Training & DevelopmentTraining and development programmes are identified and scheduled for employees to acquire the necessary knowledge and competencyto meet the management's performance and job expectations.

Policies & Procedures Policies, Procedures and Standard Operating Procedures are systematically documented and mad available to guide staff in their day-to-day work. These Control Procedures have been established at Group and individual department levels. Policies and Procedures of mostoperating units within the Group are documented in Standard Operating Procedure manuals. The integrity and competence of personnel isensured through recruitment standards and subsequent training courses.

ISO/TS 16949:2002Three of the subsidiary companies were accredited with ISO/TS16949:2002, an international standard for quality management in theautomotive industry. By enhancing the quality management system to meet the stringent quality requirements of the industry, the Companydemonstrates their commitment to meet the expectations of the customers.

ISO 14001 : 2004Two of the subsidiary companies were accredited with ISO 14001 : 2004 to meet the environmental quality requirement in the industry. Thiscertification also signifies the Group's commitment and initiative for the betterment of the Company, customers and community.

Site VisitsThe Executive Directors undertake site visits to production and operating units and communicate with various levels of staff to gauge first-hand knowledge the effectiveness of strategies discussed and implemented.

-

-

-

-

-

-

Established control activities for day-to-day financial and operating activities are in place. These include top-level reviews offinancial and operating performance, authorisations, verifications, reconciliation, physical controls over the assets, segregation ofduties and controls over information systems. Key functions such as finance, treasury, insurance and legal matters are controlledcentrally.

In addition to internal financial controls, the Directors have ensured that safety and health regulations have been considered andcomplied with.

The Internal Audit team works to a programme agreed with the Audit Committee annually. The team reviews the systems of internalcontrol discusses areas for improvement on controls and monitoring with operational management and executive management andsubsequently reviews the extent to which agreed countermeasures have been implemented. Exceptions are summarised and reportedto the Audit Committee quarterly. The Audit Committee in turn report their conclusions to the Board.

The system of internal controls described in this statement is considered by the Board to be adequate and the risks are consideredby the Board to be at an acceptable level within the context of the Group's business. However, such system does not eliminate thepossibility of human error, collusion, or deliberate circumvention of control procedures by employees and others. The Board issatisfied that for the financial year under review, there is no material control failure or weakness that would have resulted in materialloss that requires separate disclosure in the Group's Annual Report.

(CONT’D)



i.

ii.

iii.

i.

i.

iii.

iv.

v.

vi.

OBJECTIVEThe primary objectives of the Audit Committee are to:

COMPOSITIONThe Audit Committee comprise exclusively Independent Non-Executive Directors. The members of the Audit Committee are:-

TERMS OF REFERENCE

Composition of Audit CommitteeThe Audit Committee was established by the Board of Directors from amongst its directors and comprise exclusively Independent Non-ExecutiveDirectors. One of the committee members is a member of the Malaysian Institute of Accountants.

In the event of any vacancy in the Committee resulting in the non-compliance of Main Market Listing Requirements of Bursa Malaysia SecuritiesBerhad, the Board shall appoint new members within three months of that event to make up the minimum of three (3) members.

The Board shall review the term of office and performance of the Audit Committee and each of its members at least once every 3 years to determinewhether they have carried out their duties in accordance with the terms of reference.

Duties and Responsibilities of the Audit Committee The duties of the Audit Committee shall be to review the following and report the same to the Board:

Provide assistance to the Board of Directors in fulfilling its fiduciary responsibilities, particularly in the areas relating to the Company andits subsidiaries' accounting and internal control systems, corporate accounting and reporting practices;

Oversee and appraise the quality of the audits conducted both by the Company's internal and external auditors; and

Maintain an open line of communication between the Board of Directors, the internal auditor and the external auditor for the exchange ofviews and information.

To consider the appointment, resignation or dismissal of the external auditor and to approve the audit fee;

To discuss with the external auditor before the audit commences, the nature and scope of audit;

To review the quarterly and year-end financial statements of the Company before recommending to the Board for approval, focusingparticularly on:

To discuss problems and reservations arising from the interim and final audits, and any other matter the auditors may wish to discuss (inthe absence of management where necessary);

To review the external auditor’s management letter and management’s response;

To do the following in respect of the internal audit department:

any changes in accounting policies and practicessignificant adjustments arising from the auditthe going concern assumptionscompliance with approved accounting standards, stock exchange rules and regulations and other legal requirements

review the adequacy of the scope, functions and resources of the internal audit department, and that it has the necessary authorityto carry out its work;

NAME

Dato' Mohamed Nizam Bin Abdul RazakDato' Dr M SHANmughalingamEow Kwan Hoong

MEMBERSHIP

CHAIRMANMEMBERMEMBER

DIRECTORSHIP

INDEPENDENT NON-EXECUTIVEINDEPENDENT NON-EXECUTIVEINDEPENDENT NON-EXECUTIVE

----

-



review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate actionis taken on the recommendations of the internal audit department;

review any appraisal or assessment of the performance of members of the internal audit department;

approve any appointment or termination of senior staff members of the internal audit department;inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submithis/her reasons for resigning;

to consider any related party transactions entered into by the Company and the Group; and

to consider major findings of internal investigations and management’s response and other subject matters as defined by the Board.

vii.

viii.

investigate any activity within its terms of reference;

obtain the resources which are reasonably required to perform its duties;

have full and unrestricted access to information pertaining to the Company or the Group;

have direct communication channels with the external and internal auditors;

obtain external legal or independent professional advice and to secure the attendance of outsiders with relevant experience and expertise,if necessary; and

convene meetings with external auditors, excluding the attendance of the executive members of the management, whenever deemednecessary.

The Audit Committee shall meet at least four (4) times a year. The Group Managing Director, Executive Director (Finance) and the Head of the InternalAudit shall normally attend meetings but may be asked to leave a meeting as and when deemed necessary by the Committee. Other Board membersand employees may only attend meetings upon the invitation of the Committee.

The Company Secretary shall be the Secretary of the Audit Committee, and shall be responsible to draw up the agenda and circulating it prior to eachmeeting, to record attendance of all members and invitees and to take minutes at every meeting. The Secretary shall circulate the minutes of meetingof the Committee to all members of the Board.

At least once a year, the Committee shall meet with the external auditors without any executive Board members present.

A representative of the external auditors shall attend the meeting to consider the final audited financial statements and such other meetings determinedby the Committee. The external auditors may also request a meeting if they consider one necessary.

The quorum shall be formed if the majority of members are present at the meeting. If the Chairman is unable to attend any meeting, any otherindependent non-executive director present shall act as Chairman.

i.

ii.

iii.

iv.

v.

vi.

-

-

--

Authority of Audit CommitteeThe Committee is authorised by the Board at the cost of the Company to:

Committee Meetings

The Audit Committee held four (4) meetings during the financial year ended 31 December 2009. Details of attendance of Audit Committee membersare as follows:

MEMBER

Dato' Mohamed Nizam Bin Abdul Razak (Chairman)Dato' Dr M SHANmughalingam Eow Kwan Hoong

DIRECTORSHIP

Independent Non-ExecutiveIndependent Non-ExecutiveIndependent Non-Executive

ATTENDANCE

4/44/44/4

(CONT’D)



(CONT’D)

completed 21 audit assignments on various business units of the Group covering manufacturing, plantation, vehicle distribution andservicing and others. sought operating management explanations and action plans on issues highlighted in the internal audit reports, and conducted subsequentfollow-up reviews.audit reports, including relevant action plans agreed with operating management are circulated to responsible senior management and aretabled at Audit Committee meetings.summarised the related party transactions entered into by the Company and the Group and tabled at Audit Committee meetings.reviewed and appraised the soundness, adequacy and application of accounting, financial and other controls and promoting effective controlin the Company and the Group at reasonable cost.monitored compliance with set policies and procedures and reviewed the adequacy and effectiveness of policies & procedures manualsand standards relating to subsidiaries and business units of the Group. presented and obtained approval's from the Audit Committee, the internal audit plans, strategies and scope of work.

-

-

-

--

-

-

Summary of activities of the Internal Audit Department for the financial yearThe Group has an internal audit function whose primary responsibility is to undertake regular and systematic reviews of the system of internal controlso as to provide reasonable assurance that such system continues to operate satisfactorily and effectively within the Group. The internal audit functionadopts a risk based audit methodology, which is aligned with the risks of the Group to ensure that relevant controls addressing those risks arereviewed on a rotational basis.

On a quarterly basis, the IAD submits the audit reports on its audit activities to the Audit Committee for its review and deliberation. The Head of theIAD attends the Audit Committee meetings to present the internal audit findings and makes appropriate recommendations on any areas of concernswithin the Company and the Group for the Committee's deliberation.

The major activities conducted by the Internal Audit Department during the year ended 31 December 2009 for the Group are summarised as follows:

reviewed the audited financial statements of the Company and of the Group for the financial year ended 31 December 2009 with the externalauditors to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act, 1965 andapplicable standards approved by the Malaysian Accounting Standards Board. met with the external auditors without the presence of Management and Executive Directors.discussed the internal control weakness report from the external auditors and was satisfied that corrective actions have been undertaken bythe management to overcome the weaknesses noted in the internal control of the Group. The Audit Committee was satisfied that there wereno major breakdown in the internal control of the Group during the financial year.reported to the Board on the proceedings conducted thereof and conveyed the Audit Committee’s recommendations for the audited financialstatements and the quarterly results announcements as the case may be to be adopted and approved by the Board for release to BursaMalaysia Securities Berhad.reviewed and sought management explanation on related party transactions entered into by the Company and the Group, and reported thesame to the Board of Directors.reviewed and discussed the internal audit reports, which highlighted internal audit observations and recommendations relating to theoperations of the Company and its subsidiaries. Where necessary, the Committee instructed management to take corrective actions toaddress issues raised in the said report.reviewed the Internal Audit Department's (IAD) significant activities and audit plans for the current and following year for the Group.

-

--

-

-

-

-

Summary of the activities of the Audit Committee for the financial yearThe Committee carried out the following activities in discharging their duties and responsibilities:

FINANCIAL STATEMENT

DIRECTOR’S REPORT 33

STATEMENT BY DIRECTORS 39

39

40

41

42

43

46

49

INDEPENDENT AUDITOR’S REPORT

BALANCE SHETS

INCOME STATEMENTS

STATEMENTS OF CHANGES IN EQUITY

CASH FLOW STATEMENTS

NOTE TO THE FINANCIAL STATEMENTS

STATUTORY DECLARATION


DIRECTORS’ REPORT

The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2009.

PRINCIPAL ACTIVITIESThe Company is principally an investment holding company.

The principal activities of the subsidiaries are set out in Note 6 to the financial statements. There have been no significant changes in the nature of these activitiesduring the financial year.

The directors now recommend the following final dividend for shareholders’ approval at the forthcoming annual general meeting:

Proposed final tax-exempt dividend of 6.0 sen per ordinary share :

On 87,819,550 ordinary shares

In respect of the financial year ended 31 December 2008:

Paid on 1 August 2009 :- final dividend of 1.8 sen per ordinary share less 25% tax- final tax-exempt dividend of 3.2 sen per ordinary share

Profit after taxation

Attributable to:-Equity holders of the CompanyMinority interests

RESULTS

DIVIDENDSThe amount of dividend paid since 31 December 2008 was as follows:

RESERVES AND PROVISIONSAll material transfers to or from reserves or provisions during the financial year are disclosed in the financial statements.

ISSUES OF SHARES AND DEBENTURES

During the financial year,

(a) there were no changes in the authorised and issued and paid-up share capital of the Company; and

(b) there were no issues of debentures by the Company.

GROUPRM’000

38,477

33,8244,653

38,477

COMPANYRM’000

5,909

5,909-

5,909

RM’000

1,1882,817

4,005

RM’000

5,269

DIRECTORS’ REPORT


EMPLOYEES SHARE OPTION SCHEME (“ESOS”)The Company implemented an ESOS on 29 April 2005. The ESOS is governed by the by-laws as approved by the shareholders at the Extraordinary General Meetingheld on 29 June 2004.

The main features of the ESOS are as follows:-

TREASURY SHARESAs at 31 December 2009, the Company held as treasury shares a total of 1,043,700 (2008 - 792,500) out of its 88,863,250 (2008 - 88,863,250) issued andfully paid-up ordinary shares. The treasury shares are held at a carrying amount of RM1,886,816 (2008 - RM1,311,510) and further relevant details are disclosedin Note 22 to the financial statements.

The movement in the options to subscribe for new ordinary shares at an exercise price of RM2.25 is as follows:-

NUMBER OF ORDINARY SHARES OFRM1 EACH UNDER OPTION

At 1 January 2009 7,552,000Exercised during the financial year -Forfeiture due to resignation during the financial year (413,000)

At 31 December 2009 7,139,000

(a) the maximum number of ordinary shares which may be allocated pursuant to the exercise of the option under the scheme shall not exceed 15% of theissued and paid-up share capital of the Company at any point in time during the duration of the scheme;

(b) the scheme shall be for a duration of six years and may be extended up to an aggregate duration of ten years from the effective date upon therecommendation of the ESOS Option Committee;

(c) eligible persons are confirmed employees who have been employed by the Group and persons who have been appointed directors of a company withinthe Group for at least six months;

(d) the Option Committee may at its discretion from time to time offer in writing to eligible persons to participate in the scheme;

(e) the maximum number of shares allocated in aggregate to eligible Directors and Senior Management shall not exceed 50% of the total number ofshares available under the scheme;

(f) the exercise price for each share under the option shall be the higher of the weighted average market price of the shares for the five market days priorto the date of offer subject to a discount of not more than ten percent which the Option Committee may at its discretion give or the par value of theshare; and

(g) the new shares to be allocated upon any exercise of options shall rank pari passu in all respects with the then existing issued and paid-up share capitalof the Company.


DIRECTORS’ REPORT

EMPLOYEES SHARE OPTION SCHEME (“ESOS”) (CONT’D)The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the names of option holders who have been grantedless than 500,000 share options.

None of the employees of the Group has been granted options to subscribe for 500,000 or more share options.

The list of share options granted to directors pursuant to the ESOS of the Company is as follows:-

OPTIONS GRANTED OVER UNISSUED SHARESDuring the financial year, no options were granted under the ESOS.

BAD AND DOUBTFUL DEBTSBefore the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken inrelation to the writing off of bad debts and the making of allowance for doubtful debts, and have satisfied themselves that all known bad debts had been writtenoff and that adequate allowance had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances that would require the further writing off of bad debts or the additional allowance fordoubtful debts in the financial statements of the Group and of the Company.

CURRENT ASSETSBefore the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets otherthan debts, which were unlikely to be realised in the ordinary course of business, including their values as shown in the accounting records of the Group and ofthe Company, have been written down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statementsmisleading.

NUMBER OF ORDINARY SHARES OF RM1.00 EACHGRANTED UNDER OPTION AT AN EXERCISE PRICE OF RM2.25

AT AT1.1.2009 ALLOTMENT 31.12.2009

GEN. TAN SRI (DR) DATO’ PADUKAMOHAMED HASHIM BIN MOHD ALI (R) 200,000 - 200,000DATO’ TEE BOON KEE 600,000 - 600,000DATO’ IR. HAJI NOOR AZMI BIN JAAFAR 500,000 - 500,000DATIN CHUNG GEOK SIEW0,000 500,000 - 500,000TEE BOON KEAT 500,000 - 500,000CHUNG CHEE SUN 100,000 - 100,000DATO’ MOHAMED NIZAM BIN ABDUL RAZAK 100,000 - 100,000DATO’ DR M SHANMUGHALINGAM 100,000 - 100,000EOW KWAN HOONG 100,000 - 100,000

DIRECTORS’ REPORT


VALUATION METHODSAt the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods ofvaluation of assets or liabilities of the Group and of the Company misleading or inappropriate.

No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the period of twelvemonths after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of theCompany to meet their obligations when they fall due.

CONTINGENT AND OTHER LIABILITIESThe contingent liability is disclosed in Note 47 to the financial statements. At the date of this report, there does not exist:

CHANGE OF CIRCUMSTANCESAt the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of theGroup and of the Company which would render any amount stated in the financial statements misleading.

ITEMS OF AN UNUSUAL NATUREOther than as disclosed in Note 37 to the financial statements, the results of the operations of the Group and of the Company during the financial year were not,in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature.

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusualnature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year.

DIRECTORSThe directors who served since the date of the last report are as follows:

GEN. TAN SRI (DR) DATO’ PADUKA MOHAMED HASHIM BIN MOHD ALI (R) (CHAIRMAN)DATO’ TEE BOON KEE (MANAGING DIRECTOR)DATO’ IR. HAJI NOOR AZMI BIN JAAFARDATIN CHUNG GEOK SIEW TEE BOON KEAT CHUNG CHEE SUN DATO’ MOHAMED NIZAM BIN ABDUL RAZAKDATO’ DR M SHANMUGHALINGAMEOW KWAN HOONG

Pursuant to Article 90 of the Articles of Association of the Company, Tee Boon Keat and Dato’ Ir. Haji Noor Azmi Bin Jaafar retire by rotation at theforthcoming annual general meeting and, being eligible, offer themselves for re-election.

Pursuant to Article 97 of the Articles of Association of the Company, Chung Chee Sun retires by rotation at the forthcoming annual general meetingand, being eligible, offers himself for re-election.

Pursuant to Section 129 of the Companies Act 1965, Gen. Tan Sri (Dr) Dato’ Paduka Mohamed Hashim Bin Mohd Ali (R) and Dato’ Dr MSHANmughalingam, retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-appointment.

(a) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any otherperson; or

(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.


DIRECTORS’ REPORT

DIRECTORS’ INTERESTSIn accordance with the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares in the Companyand its related corporations during the financial year are as follows:

DIRECTORS’ BENEFITSSince the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in theaggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or the fixed salary of a full-timeemployee of the Company) by reason of a contract made by the Group or the Company or a related corporation with the director or with a firm ofwhich the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may bedeemed to arise from transactions entered into in the ordinary course of business with companies in which certain directors have substantial financialinterests as disclosed in Note 45 to the financial statements.

Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object is to enable the directorsto acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, except for share options grantedto the directors under the Company’s ESOS.

Details of the options granted to directors pursuant to the ESOS of the Company are disclosed in the ESOS Note on page 35.

Except for the share options granted, Eow Kwan Hoong had no interest in shares in the Company or its related corporations during the financial year.

Pursuant to Section 6A of the Companies Act 1965, the substantial shareholders of the Company, namely Dato’ Tee Boon Kee, Datin Chung GeokSiew, Tee Boon Keat and Chung Chee Sun, are deemed to be interested in shares in the subsidiaries to the extent of the Company’s interests.

NUMBER OF ORDINARY SHARES OF RM1 EACHAT AT

1.1.2009 BOUGHT SOLD 31.12.2009

INTEREST IN SHARES IN THE COMPANY

DIRECT

GEN. TAN SRI (DR) DATO’ PADUKAMOHAMED HASHIM BIN MOHD ALI (R) 312,500 - - 312,500

DATO’ TEE BOON KEE 2,255,005 - - 2,255,005DATO’ IR. HAJI NOOR AZMI BIN JAAFAR 2,418,427 - - 2,418,427DATIN CHUNG GEOK SIEW 1,768,406 - - 1,768,406TEE BOON KEAT 1,203,516 - - 1,203,516CHUNG CHEE SUN 1,648,408 - - 1,648,408DATO’ MOHAMED NIZAM BIN ABDUL RAZAK 312,500 - - 312,500DATO’ DR M SHANMUGHALINGAM 315,000 - - 315,000

INDIRECT

DATO’ TEE BOON KEE 41,848,425 43,300 - 41,891,725DATO’ IR. HAJI NOOR AZMI BIN JAAFAR 8,862,910 - - 8,862,910DATIN CHUNG GEOK SIEW 42,335,024 43,300 - 42,378,324TEE BOON KEAT 37,591,016 - - 37,591,016CHUNG CHEE SUN 37,740,470 - - 37,740,470


SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE BALANCE SHEET DATEThese are set out in Note 51 to the financial statements.

AUDITORSThe auditors, Messrs. Crowe Horwath (formerly known as Messrs. Horwath), have expressed their willingness to continue in office.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORSDATED 20 APRIL 2010

GEN. TAN SRI (DR) DATO’ PADUKA MOHAMED HASHIM BIN MOHD ALI (R)CHAIRMAN

DATO’ TEE BOON KEEMANAGING DIRECTOR

DIRECTORS’ REPORT


We, DATO’ TEE BOON KEE and DATIN CHUNG GEOK SIEW, being two of the directors of DELLOYD VENTURES BERHAD, state that, in the opinion of the directors,the financial statements set out on pages 41 to 95 are drawn up in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia so as togive a true and fair view of the state of affairs of the Group and of the Company at 31 December 2009 and of their results and cash flows for the financial year endedon that date.

STATUTORY DECLARATIONI, THO LAI FOONG, being the officer primarily responsible for the accounting records and financial management of DELLOYD VENTURES BERHAD,do solemnly and sincerely declare that the financial statements set out on pages 41 to 95 are, to the best of my knowledge and belief, correct and Imake 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 )THO LAI FOONG )at Klang in Selangor Darul Ehsan )this day of 20 April 2010 ) Tho Lai Foong

Before me:

Commissioner for Oaths

ON BEHALF OF THE BOARD

DATO’ TEE BOON KEE

DATIN CHUNG GEOK SIEW

Selangor Darul Ehsan20 April 2010

STATEMENT BY DIRECTORS


REPORT ON THE FINANCIAL STATEMENTSWe have audited the financial statements of Delloyd Ventures Berhad, which comprise the balance sheets as at 31 December 2009 of the Group andof the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for thefinancial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 41 to 95.

DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with FinancialReporting Standards and the Companies Act 1965 in Malaysia. This responsibility includes designing, implementing and maintaining internal controlrelevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, selectingand applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.

AUDITORS’ RESPONSIBILITYOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approvedstandards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable 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 proceduresselected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financialstatements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness 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.

OPINIONIn our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act 1965in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2009 and of their financialperformance and cash flows for the financial year then ended.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSIn 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 ofwhich 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, whichare indicated in Note 6 to the financial statements.

(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements arein form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have receivedsatisfactory information and explanations required by us for those purposes.

(d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made underSection 174(3) of the Act.

Other MattersThis report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia andfor no other purpose. We do not assume responsibility to any other person for the content of this report.

Crowe Horwath James Chan Kuan CheeFirm No: AF 1018 Approval No: 2271/10/11 (J)Chartered Accountants Chartered Accountant

Kuala Lumpur20 April 2010

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DELLOYD VENTURES BERHAD


GROUP COMPANY2009 2008 2009 2008

NOTE RM’000 RM’000 RM’000 RM’000

ASSETS

NON-CURRENT ASSETS

Investment in subsidiaries 6 - - 131,680 132,492Investment in associates 7 21,896 19,176 - -Property, plant and equipment 8 106,763 81,964 - -Investment properties 9 1,837 1,476 - -Plantation development expenditure 10 162,471 163,356 - -Prepaid land lease payments 11 7,826 5,003 - -Other investments 12 2,283 2,295 - -Deferred tax assets 13 5,754 5,341 - -Goodwill on consolidation 14 12,941 11,974 - -

321,771 290,585 131,680 132,492

CURRENT ASSETS

Inventories 15 48,349 55,313 - -Receivables 16 58,342 59,182 2 2Dividend receivable - - 10,313 9,118Tax refundable 2,450 70 1,985 1,021Short-term investments 17 - 214 - 104Amount owing bysubsidiaries - - 2,951 -Deposits with financial institutions 18 44,341 31,632 3,568 7,202Cash and bank balances 19 24,909 11,625 924 488

178,391 158,036 19,743 17,935

TOTAL ASSETS 500,162 448,621 151,423 150,427

EQUITY AND LIABILITIES

EQUITY

Share capital 20 88,863 88,863 88,863 88,863Share premium 21 694 694 694 694Treasury shares 22 (1,887) (1,312) (1,887) (1,312)Other reserves 23 (4,444) 7,994 2,017 1,343Retained profits 25 220,804 190,985 10,936 9,032

SHAREHOLDERS’ EQUITY 304,030 287,224 100,623 98,620MINORITY INTERESTS 13,714 9,324 - -

TOTAL EQUITY 317,744 296,548 100,623 98,620

NON-CURRENT LIABILITIESLong-term borrowings 26 75,232 51,997 50,000 50,000Deferred tax liabilities 30 14,287 18,930 - -

89,519 70,927 50,000 50,000

CURRENT LIABILITIESPayables 31 79,676 80,678 800 270Amount owing to subsidiaries 32 - - - 1,537Short-term borrowings 33 11,505 468 - -Taxation 1,360 - - -Bank overdraft 34 358 - - -

92,899 81,146 800 1,807

TOTAL LIABILITIES 182,418 152,073 50,800 51,807

TOTAL EQUITY AND LIABILITIES 500,162 448,621 151,423 150,427

NET ASSETS PER SHARE 35 346 sen 326 sen

BALANCE SHEETS AT 31 DECEMBER 2009


INCOME STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

GROUP COMPANY2009 2008 2009 2008

NOTE RM’000 RM’000 RM’000 RM’000

REVENUE 36 286,271 290,245 13,750 11,490

COST OF SALES (214,931) (233,236) - -

GROSS PROFIT 71,340 57,009 13,750 11,490

OTHER INCOME 9,693 4,157 98 132

81,033 61,166 13,848 11,622

PERSONNEL EXPENSES (18,120) (15,383) (330) (275)

GENERAL AND ADMINISTRATIVE EXPENSES (17,542) (21,452) (1,685) (262)

FINANCE COSTS (4,548) (3,825) (3,451) (3,450)

40,823 20,506 8,382 7,635

SHARE OF PROFIT IN ASSOCIATES, NET OF TAX 3,394 3,239 - -

PROFIT BEFORE TAXATION 37 44,217 23,745 8,382 7,635

INCOME TAX EXPENSE 38 (5,740) (7,505) (2,473) (1,356)

PROFIT AFTER TAXATION 38,477 16,240 5,909 6,279

ATTRIBUTABLE TO:-EQUITY HOLDERS OF THE COMPANY 33,824 20,564 5,909 6,279

MINORITY INTERESTS 4,653 (4,324) - -

38,477 16,240 5,909 6,279

BASIC/DILUTED EARNINGS PER SHARE 39 38.5 sen 23.3 sen

PROPOSED GROSS DIVIDENDS PER SHARE 6.0 sen 5.0 sen




ATTR

IBUT

ABLE

TO

EQUI

TY H

OLDE

RS O

F TH

E CO

MPA

NY

SHAR

ESH

ARE

TREA

SURY

OTHE

RRE

TAIN

ED

MIN

ORIT

YTO

TAL

C API

TAL

PREM

IUM

SHAR

ESRE

SERV

ESPR

OFIT

STO

TAL

INTE

REST

SEQ

UITY

GROU

PNO

TERM

’000

RM’0

00RM

’000

RM’0

00RM

’000

RM’0

00RM

’000

RM’0

00

Bala

nce

at 1

.1.2

008

88,8

6369

4(1

,312

)3,

839

174,

326

266,

410

11,7

4027

8,15

0Cu

rrenc

y tra

nsla

tion

rese

rve

--

-4,

213

*-

4,21

3 *

-4,

213

Prof

it fo

r the

fina

ncia

l yea

r -

--

-20

,564

20,5

64(4

,324

)16

,240

Fair

valu

e of

sha

re o

ptio

ns g

rant

ed u

nder

ESO

S-

--

(58)

-

(58)

-(5

8)Ar

isin

g fro

m th

e su

bscr

iptio

n of

sha

res

in a

sub

sidi

ary

by m

inor

ity in

tere

st-

--

--

-1,

466

1,46

6Di

vide

nd:

- pai

d40

--

--

(3,9

10)

(3,9

10)

-(3

,910

)- o

verp

rovi

sion

in th

e pr

evio

us fi

nanc

ial y

ear

--

--

55

-5

Divi

dend

dec

lare

d to

a m

inor

ity s

hare

hold

er-

--

--

-(1

58)

(158

)Is

suan

ce o

f sha

res

by a

sub

sidi

ary

to th

e m

inor

ity s

hare

hold

ers

--

--

--

600

600

Bala

nce

at 3

1.12

.200

8/1.

1.20

0988

,863

694

(1,3

12)

7,99

419

0,98

528

7,22

49,

324

296,

548

* - r

epre

sent

s ga

in n

ot re

cogn

ised

in th

e in

com

e st

atem

ent.




ATTR

IBUT

ABLE

TO

EQUI

TY H

OLDE

RS O

F TH

E CO

MPA

NY

SHAR

ESH

ARE

TREA

SURY

OTHE

RRE

TAIN

ED

MIN

ORIT

YTO

TAL

CAPI

TAL

PREM

IUM

SHAR

ESRE

SERV

ESPR

OFIT

STO

TAL

INTE

REST

SEQ

UITY

GROU

PNO

TERM

’000

RM’0

00RM

’000

RM’0

00RM

’000

RM’0

00RM

’000

RM’0

00

Bala

nce

at 3

1.12

.200

8/1.

1.20

0988

,863

694

(1,3

12)

7,99

419

0,98

528

7,22

49,

324

296,

548

Curre

ncy

trans

latio

n re

serv

e-

--

(13,

112)

*-

(13,

112)

*-

(13,

112)

Prof

it fo

r the

fina

ncia

l yea

r-

--

-33

,824

33,8

244,

653

38,4

77Fa

ir va

lue

of s

hare

opt

ions

gra

nted

un

der E

SOS

--

-67

4-

674

-67

4Di

vide

nd p

aid

40-

--

-(4

,005

)(4

,005

)-

(4,0

05)

Treas

ury

shar

es a

cqui

red

--

(575

)-

-(5

75)

-(5

75)

Divi

dend

dec

lare

d to

a m

inor

ity s

hare

hold

er-

--

--

-(2

63)

(263

)

Bala

nce

at 3

1.12

.200

988

,863

694

(1,8

87)

(4,4

44)

220,

804

304,

030

13,7

1431

7,74

4

* - r

epre

sent

s lo

ss n

ot re

cogn

ised

in th

e in

com

e st

atem

ent.

(CONT’D)




SHAR

ESH

ARE

TREA

SURY

OTHE

RRE

TAIN

ED

TOTA

L CA

PITA

LPR

EMIU

MSH

ARES

RESE

RVES

PROF

ITS

EQUI

TYCO

MPA

NYNO

TERM

’000

RM’0

00RM

’000

RM’0

00RM

’000

RM’0

00

Bala

nce

at 1

.1.2

008

88,8

6369

4(1

,312

)1,

401

6,

658

96,3

04Fa

ir va

lue

of s

hare

opt

ions

gra

nted

und

er E

SOS

--

-(5

8)-

(58)

Prof

it fo

r the

fina

ncia

l yea

r-

--

-6,

279

6,27

9Di

vide

nd:

- pai

d40

--

--

(3,9

10)

(3,9

10)

- ove

rpro

visi

on in

the

prev

ious

fina

ncia

l yea

r-

--

-5

5

Bala

nce

at 3

1.12

.200

8/1.

1.20

09

88,8

6369

4(1

,312

)1,

343

9,03

298

,620

Fair

valu

e of

sha

re o

ptio

ns g

rant

ed u

nder

ESO

S-

--

674

-67

4Pr

ofit

for t

he fi

nanc

ial y

ear

--

--

5,90

95,

909

Divi

dend

pai

d 40

--

--

(4,0

05)

(4,0

05)

Treas

ury

shar

es a

cqui

red

--

(575

)-

-(5

75)

Bala

nce

at 3

1.12

.200

988

,863

694

(1,8

87)

2,01

710

,936

100,

623

(CONT’D)




GROUP2009 2008

RM’000 RM’000

CASH FLOWS FOR OPERATING ACTIVITIES

Profit before taxation 44,217 23,745

Adjustments for:-

Allowance for doubtful debts 120 -Amortisation of plantation development expenditure 5,236 2,519Amortisation of prepaid land lease payments 414 44Depreciation of investment properties 29 84Bad debts written off 192 33Depreciation of property, plant and equipment 9,425 8,917Fair value of share options granted under ESOS 674 (58)Impairment loss on other investments 74 402Impairment loss on property, plant and equipment 564 -Impairment loss on investment in associates 100 392Interest expense 4,315 3,634Plant and equipment written off 12 1,017Plantation development expenditure written off 402 -Provision for warranty claims 704 1,246Loss on disposal of short-term investments - 177Loss on disposal of subsidiaries 11 -Writedown in value of inventories 654 1,244Dividend income from short-term investments (73) (448)(Gain)/Loss on disposal of plant and equipment (25) 28(Gain)/Loss on foreign exchange – unrealised (8,643) 4,100Interest income (912) (1,275)Rental income (214) (224) Share of profit in associates, net of tax (3,394) (3,239)Writeback in value of inventories (1,189) - Writeback of diminution in value of short-term investments - (3)

Operating profit before working capital changes 52,693 42,335

Decrease/(Increase) in inventories 8,819 (15,138)Decrease in receivables 802 11,560(Decrease)/Increase in payables (3,372) 9,962Warranty claims paid (1,563) (3,162)

CASH FROM OPERATIONS 57,379 45,557

Income tax paid (9,655) (6,325)Interest paid (4,315) (3,634)

NET CASH FROM OPERATING ACTIVITIES CARRIED FORWARD 43,409 35,598




GROUP2009 2008

NOTE RM’000 RM’000

NET CASH FROM OPERATING ACTIVITIES BROUGHT FORWARD 43,409 35,598

CASH FLOWS FOR INVESTING ACTIVITIES

Dividend received from an associate 774 323Dividend received from short-term investments 73 448Net cash inflow from disposal of subsidiaries 41 344 -Interest received 912 1,275Increase in plantation development expenditure (12,287) (13,955)Net cash outflow on subscription of shares of a subsidiary - (675)Subscription of additional shares in associate (200) -Purchase of property, plant and equipment 42 (35,266) (13,960)Acquisition of prepaid land lease payments (2,994) -Proceeds from disposal of plant and equipment 87 106Net proceeds from disposal of short-term investments 214 8,606Rental received 214 224

NET CASH FOR INVESTING ACTIVITIES (48,129) (17,608)

CASH FLOWS FROM/(FOR) FINANCING ACTIVITIES

Repayment to directors - (611)Dividend paid 40 (4,005) (3,910)Dividend paid to minority interest (158) (259)Net drawdown/(repayment) of revolving credit and draft loan 9,862 (334)Drawdown of term loans 24,825 -Proceeds from issuance of shares by a subsidiary to the minority shareholders - 600Repayment of hire purchase obligations (432) (370)Repayment of term loans (261) (45)Treasury shares acquired (575) -

NET CASH FROM/(FOR) FINANCING ACTIVITIES 29,256 (4,929)

NET INCREASE IN CASH AND CASH EQUIVALENTS 24,536 13,061

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 43,257 25,948

EXCHANGE RATE ADJUSTMENT 1,099 4,248

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 43 68,892 43,257

(CONT’D)


COMPANY2009 2008

NOTE RM’000 RM’000

CASH FLOWS FOR OPERATING ACTIVITIES

Profit before taxation 8,382 7,635

Adjustments for:-Fair value of share options granted under ESOS 60 4Impairment loss on investment in a subsidiary 1,426 -Interest expense 3,450 3,450Loss on disposal of short-term investments - 184Dividend income (13,750) (11,490)Dividend income from short-term investments (2) (15)Interest income (96) (301)Writeback of diminution in value of short-term investments - (3)

Operating loss before working capital changes (530) (536)Increase/(Decrease) in payables 530 (5)

CASH FOR OPERATIONS - (541)

Income tax (paid)/refunded (3,437) 629Interest paid (3,450) (3,450)

NET CASH FOR OPERATING ACTIVITIES (6,887) (3,362)

CASH FLOWS FROM INVESTING ACTIVITIES

Dividend received 12,555 9,435Dividend received from short-term investments 2 15Advances to subsidiaries (2,951) -Interest received 96 301Net proceeds from disposal of short-term investments 104 5,114

NET CASH FROM INVESTING ACTIVITIES 9,806 14,865

2.919 11,503

CASH FLOWS FOR FINANCING ACTIVITIES

Repayment to subsidiaries (1,537) (2,516)Treasury shares acquired 22 (575) -Dividend paid 40 (4,005) (3,910)

NET CASH FOR FINANCING ACTIVITIES (6,117) (6,426)

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3,198) 5,077

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 7,690 2,613

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 43 4,492 7,690


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 (CONT’D)


1. GENERAL INFORMATIONThe Company is incorporated as a public company limited by shares under the Companies Act 1965 in Malaysia.

The registered office is located at No. 52A, Lebuh Enggang, 41150 Klang, 0 Selangor Darul Ehsan.

The principal place of business is located at Lot 33004/5 and Lot 48938, Jalan Kebun, Kampung Jawa, 42450 Klang, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 20 April 2010.

2. PRINCIPAL ACTIVITIESThe Company is principally an investment holding company.

The principal activities of the subsidiaries are set out in Note 6 to the financial statements. There have been no significant changes in the nature ofthese activities during the financial year.

3. FINANCIAL RISK MANAGEMENT POLICIESThe Group and the Company’s financial risk management policy seeks to ensure that adequate financial resources are available for the developmentof the Group’s business whilst managing its market, credit, liquidity and cash flow risks. The Group and the Company operate within defined guidelinesthat are approved by the Board and the policies in respect of the major areas of treasury activity are as follows:

(a) Market Risk

(i) Foreign Currency Risk

The foreign currency risk of the Group arises from subsidiaries operating in foreign countries, as well as local operations, which generate revenue and incur costs denominated in foreign currencies. The currencies giving rise to this risk are disclosed in their respective notes to the financial statements. The Group carries out reviews periodically to ensure that the net exposure is kept at an acceptable level.

The Group entered into forward foreign exchange contracts mainly for foreign currencies such as United States Dollar and Japanese Yen to hedge against its foreign exchange risk resulting from anticipated purchase transactions denominated in these twocurrencies.

(ii) Interest Rate Risk

The Group’s exposure to interest rate risk arises mainly from bank borrowings. Its policy is to obtain the most favourable interestrates available. Surplus funds are placed with licensed financial institutions at the most favourable interest rates.

(iii) Price Risk

The Group’s principal exposure to market risks arise from fluctuations in the prices of palm oil and key raw materials used in theoperations. It manages these risks by putting in place appropriate policies.

The Group has investment in quoted shares, which are subject to changes in market prices. Price risk is closely monitored andmanaged to an acceptable level.

(b) Credit Risk

Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit approvals, limits and monitoring procedures.Credit risks are minimised by monitoring receivables regularly and by mostly trading with reputable and creditworthy customers.

The carrying amount of trade and other receivables represents the Group’s maximum exposure to credit risk in relation to financial assets.No other financial assets carry a significant exposure to credit risks.

The Group’s concentration of credit risk relates to the amounts owing by three (3) customers which constituted approximately 53% of thetotal trade receivables as at the balance sheet date.

NOTES TO THE FINANCIAL STATEMENTS



3. FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(c) Liquidity and Cash Flow Risks

In the management of liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by themanagement and committed credit facilities to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.

4. BASIS OF PREPARATIONThe financial statements of the Group and of the Company are prepared under the historical cost convention and modified to include other bases ofvaluation as disclosed in other sections under significant accounting policies, and in compliance with Financial Reporting Standards (“FRS”) andthe Companies Act 1965 in Malaysia.

The Group has not applied in advance the following accounting standards, amendments and interpretations that have been issued by the MalaysianAccounting Standards Board (MASB) which are not yet effective for the current financial year:

FRSs/IC Interpretations Effective date

Revised FRS 1 (2010) First-time Adoption of Financial Reporting Standards 1 July 2010Revised FRS 3 (2010) Business Combinations 1 July 2010FRS 4 Insurance Contracts 1 January 2010FRS 7 Financial Instruments: Disclosures 1 January 2010FRS 8 Operating Segments 1 July 2009Revised FRS 101 (2009) Presentation of Financial Statements 1 January 2010Revised FRS 123 (2009) Borrowing Costs 1 January 2010Revised FRS 127 (2010) Consolidated and Separate Financial Statements 1 July 2010Revised FRS 139 (2010) Financial Instruments: Recognition and Measurement 1 January 2010Amendments to FRS 1 and FRS 127: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate 1 January 2010Amendments to FRS 1: Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters 1 January 2011Amendments to FRS 2: Vesting Conditions and Cancellations 1 January 2010Amendments to FRS 2: Scope of FRS 2 and Revised FRS 3 (2010) 1 July 2010Amendments to FRS 5: Plan to Sell the Controlling Interest in a Subsidiary 1 July 2010Amendments to FRS 7, FRS 139 and IC Interpretation 9 1 January 2010Amendments to FRS 7: Improving Disclosures about Financial Instruments 1 January 2011Amendments to FRS 132: Classification of Rights Issues and the 1 January 2010/Transitional Provision In Relation To Compound Instruments 1 March 2010

Amendments to FRS 138 - Consequential Amendments Arising from Revised FRS 3 (2010) 1 July 2010IC Interpretation 9 Reassessment of Embedded Derivatives 1 January 2010IC Interpretation 10 Interim Financial Reporting and Impairment 1 January 2010IC Interpretation 11: FRS 2 - Group and Treasury Share Transactions 1 January 2010IC Interpretation 12 Service Concession Arrangements 1 July 2010IC Interpretation 13 Customer Loyalty Programmes 1 January 2010IC Interpretation 14: FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction 1 January 2010

IC Interpretation 15 Agreements for the Construction of Real Estate 1 July 2010IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation 1 July 2010IC Interpretation 17 Distributions of Non-cash Assets to Owners 1 July 2010Amendments to IC Interpretation 9: Scope of IC Interpretation 9 and Revised FRS 3 (2010) 1 July 2010Annual Improvements to FRSs (2009) 1 January 2010

The above FRSs, IC Interpretations and amendments are not relevant to the Group’s operations except as follows:




4. BASIS OF PREPARATION (CONT’D)The revised FRS 3 (2010) introduces significant changes to the accounting for business combinations, both at the acquisition date and postacquisition, and requires greater use of fair values. In addition, all transaction costs, other than share and debt issue costs, will be expensed asincurred. This revised standard will be applied prospectively and therefore there will not have any financial impact on the financial statements of theGroup for the current financial year but may impact the accounting for future transactions or arrangements.

The Group considers financial guarantee contracts entered into to be insurance arrangements and accounts for them under FRS 4. In this respect,the Group treats the guarantee contract as a contingent liability until such a time as it becomes probable that the Group will be required to make apayment under the guarantee. The adoption of FRS 4 is expected to have no material impact on the financial statements of the Group.

The possible impacts of FRS 7 (including the subsequent amendments) and the revised FRS 139 (2010) on the financial statements upon their initialapplications are not disclosed by virtue of the exemptions given in these standards.

FRS 8 replaces FRS 1142004 Segment Reporting and requires a “management approach”, under which segment information is presented on the samebasis as that used for internal reporting purposes. The adoption of this standard only impacts the form and content of disclosures presented in thefinancial statements of the Group.

The revised FRS 101 (2009) has introduced terminology changes (including revised titles for the financial statements) and changes in the formatand content of the financial statements. In addition, a statement of financial position is required at the beginning of the earliest comparative periodfollowing a change in accounting policy, the correction of an error or the reclassification of items in the financial statements. The adoption of thisrevised standard will only impact the form and content of the presentation of the Group’s financial statements in the next financial year.

The revised FRS 127 (2010) requires accounting for changes in ownership interests by the group in a subsidiary, while maintaining control, to berecognised as an equity transaction. When the group loses control of a subsidiary, any interest retained in the former subsidiary will be measured atfair value with the gain or loss recognised in profit or loss. The revised standard also requires all losses attributable to the minority interest to beabsorbed by the minority interest instead of by the parent. The Group will apply the major changes of the revised FRS 127 (2010) prospectively andtherefore there will not have any financial impact on the financial statements of the Group for the current financial year but may impact the accountingfor future transactions or arrangements.

Amendments to FRS 1 and FRS 127 remove the definition of “cost method’ currently set out in FRS 127, and instead require an investor to recogniseall dividend from subsidiaries, jointly controlled entities or associates as income in its separate financial statements. In addition, FRS 127 has alsobeen amended to deal with situations where a parent reorganises its group by establishing a new entity as its new parent. Under this circumstance,the new parent shall measure the cost of its investment in the original parent at the carrying amount of its share of the equity items shown in the separatefinancial statements of the original parent at the reorganisation date. The amendments will be applied prospectively and therefore there will not haveany financial impact on the financial statements of the Company for the current financial year but may impact the accounting for future transactionsor arrangements.

Amendments to FRS 2: Vesting Conditions and Cancellation clarify the definition of vesting conditions for the purposes of FRS 2, introduce theconcept of ‘non-vesting’ conditions, and clarify the accounting treatment for cancellations. These amendments are expected to have no material impacton the financial statements of the Group upon their initial application.

Amendments to FRS 2: Scope of FRS 2 and Revised FRS 3 (2010) clarify that business combination among entities under common control and thecontribution of a business upon the formation of a joint venture will not be accounted for under FRS 2. These amendments are expected to have nomaterial impact on the financial statements of the Group upon their initial application.

IC Interpretation 9 requires embedded derivatives to be separated from the host contract and accounted for as a derivative on the basis of theconditions that existed at the later of the date the entity first became a party to the contract. The possible impacts of IC Interpretation 9 on the financialstatements upon its initial application are not disclosed by virtue of the exemptions given under the revised FRS 139 (2010).

IC Interpretation 10 prohibits the impairment losses recognised in an interim period on goodwill, investments in equity instruments and financial assetscarried at cost to be reversed at a subsequent balance sheet date. This interpretation is expected to have no material impact on the financial statementsof the Group upon its initial application.

IC Interpretation 11 provides guidance on whether share-based transactions involving treasury shares or involving group entities (for example, optionsover a parent’s shares) should be accounted for as equity-settled or cash settled share-based payment transactions in the separate financial statementsof the parent and group companies. This interpretation is expected to have no material impact on the financial statements of the Group upon its initialapplication.






4. BASIS OF PREPARATION (CONT’D)IC Interpretation 14 provides guidance on assessing the limit in FRS 119 on the amount of the surplus that can be recognised as an asset. It alsoexplains how the pension asset or liability may be affected by a statutory or contractual minimum funding requirement. This interpretation is expectedto have no material impact on the financial statements of the Group upon its initial application.

Amendments to IC Interpretation 9 are a consequential amendment from the revised FRS 3 (2010). These amendments are expected to have nomaterial impact on the financial statements of the Group upon its initial application.

Annual Improvements to FRSs (2009) contain amendments to 21 accounting standards that result in accounting changes for presentation, recognitionor measurement purposes and terminology or editorial amendments. These amendments are expected to have no material impact on the financialstatements of the Group upon their initial application except for leasehold land where in substance a finance lease will be reclassified from ‘prepaidlease payments’ to ‘property, plant and equipment’ and measured as such retrospectively.

5. SIGNIFICANT ACCOUNTING POLICIES

(a) Critical Accounting Estimates And Judgements

Estimates and judgements are continually evaluated by the directors and management and are based on historical experience and otherfactors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgementsthat affect the application of the Group’s accounting policies and disclosures, and have a significant risk of causing a material adjustmentto the carrying amounts of assets, liabilities, income and expenses are discussed below:-

(i) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are basedon commercial and production factors which could change significantly as a result of technical innovations and competitors’actions in response to the market conditions.

The Group anticipates that the residual values of its property, plant and equipment will be significant and have been taken intoconsideration for the computation of the depreciable amount.

Changes in the expected level of usage and technological development could impact the economic useful lives and the residualvalues of these assets, therefore future depreciation charges could be revised.

(ii) Income Taxes

There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate.The Group recognised tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes willbe due in the ordinary course of business. Where the final outcome of these matters is different from the amounts that were initiallyrecognised, such difference will impact the income tax and deferred tax provisions in the period in which such determination ismade.

(iii) Impairment of Assets

When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit towhich the asset is allocated, the Group is required to make an estimate of the expected future cash flows from the cash-generatingunit and also to apply a suitable discount rate in order to determine the present value of those cash flows.




5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(a) Critical Accounting Estimates And Judgements (Cont’d)

(iv) Classification between Investment Properties and Owner-Occupied Properties

The Group determines whether a property qualifies as an investment property, and has developed criteria in making that judgement.Investment property is a property held to earn rentals or for capital appreciation or both.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for usein the production or supply of goods or services or for administrative purposes. If these portions could be sold separately orleased out separately under a finance lease, the Group accounts for the portions separately. If the portions could not be soldseparately, the property is an investment property only if an insignificant portion is held for use in the production or supply of goodsor services or for administrative purposes.

Judgement is made on an individual property basis to determine whether ancillary services are so significant that a property doesnot qualify as investment property.

(v) Allowance for Doubtful Debts of Receivables

The Group makes allowance for doubtful debts based on an assessment of the recoverability of receivables. Allowances are appliedto receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable. Managementspecifically analyses historical bad debt, customer concentrations, customer creditworthiness, current economic trends andchanges in customer payment terms when making a judgement to evaluate the adequacy of the allowance for doubtful debts ofreceivables. Where the expectation is different from the original estimate, such difference will impact the carrying value ofreceivables.

(vi) Allowance for Inventories

Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews requirejudgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories.

(vii) Share-based Payments

The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity investmentsat the date at which they are granted. Estimating fair value requires determining the most appropriate valuation model for a grantof equity instruments, which is dependent on the terms and conditions of the grant. This also requires determining the mostappropriate inputs to the valuation model including the expected life of the option volatility and dividend yield and makingassumptions about them.

(viii) Fair Value Estimates for Certain Financial Assets and Liabilities

The Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates andjudgement. While significant components of fair value measurement were determined using verifiable objective evidence, theamount of changes in fair value would differ if the Group uses different valuation methodologies. Any changes in fair value ofthese assets and liabilities would affect profit and equity.

(b) Financial Instruments

Financial instruments are recognised in the balance sheet when the Group or the Company becomes a party to the contractual provisionsof the instruments.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interests,dividends, gains and losses relating to a financial instrument classified as a liability, are reported as an expense or income. Distributionsto holders of financial instruments classified as equity are charged directly to equity.

Financial instruments are offset when the Group or the Company has a legally enforceable right to offset and intends to settle either on anet basis or to realise the asset and settle the liability simultaneously.

Financial instruments recognised in the balance sheet are disclosed in the individual policy statement associated with each item.





(c) Functional and Foreign Currencies

(i) Functional and Presentation Currency

The functional currency of each of the Group’s entity is the currency of the primary economic environment in which that entityoperates.

The consolidated financial statements are presented in Ringgit Malaysia (“RM”) which is the Group’s functional and presentationcurrency.

(ii) Transactions and Balances

Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchangerates approximating those ruling at the transaction dates. Monetary assets and liabilities at the balance sheet date are translatedat the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when thevalues were determined. All exchange differences are taken to the income statement.

(iii) Foreign Operations

The results and financial position of all the Group’s entities that have a functional currency different from the presentation currencyare translated into the presentation currency as follows:-

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet;

• income and expenses for income statement are translated at the average exchange rates for the year; and

• all resulting exchange differences are recognised as a separate component of equity, as a foreign currency translationreserve. On disposal, accumulated translation differences are recognised in the consolidated income statements as partof the gain or loss on sale.

(d) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries made up to 31 December2009.

A subsidiary is defined as an enterprise in which the parent company has the power, directly or indirectly, to exercise control over thefinancial and operating policies so as to obtain benefits from its activities.

All subsidiaries are consolidated using the purchase method of accounting. Under the purchase method of accounting, the results ofsubsidiaries acquired or disposed of are included from the date of acquisition or up to the date of disposal. At the date of acquisition, thefair values of the subsidiaries’ net assets are determined and these values are reflected in the consolidated financial statements. The costof acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, andequity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the businesscombination.

Intragroup transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless costcannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accountingpolicies with those of the Group.

Minority interests in the consolidated balance sheets consist of the minorities’ share of fair values of the identifiable assets and liabilitiesof the acquiree as at the date of acquisition and the minorities’ share of movements in the acquiree’s equity.

Losses applicable to the minority in the consolidated subsidiaries may exceed the minority interest in the subsidiaries’ equity. The excess,and any further losses applicable to the minority, are allocated against the majority interest except to the extent that the minority has a bindingobligation and is able to make an additional investment to cover the losses. If the subsidiary subsequently reports profits, such profits areallocated to the majority interest until the minority’s share of losses previously absorbed by the majority has been recovered.





(d) Basis of Consolidation (Cont’d)

A minority shareholder has undertaken to share the losses reported by the subsidiary in accordance with its proportionate equity interestin the subsidiary. If the subsidiary subsequently reports profits, such profits are allocated to the minority interest to the extent of the excesslosses shared by the minority previously and reversed out accordingly.

Minority interests are presented in the consolidated balance sheet of the Group within equity, separately from the Company’s equity holders,and are separately disclosed in the consolidated income statement of the Group.

(e) Goodwill on Consolidation

Goodwill on consolidation represents the excess of the fair value of the purchase consideration over the Group’s share of the fair values ofthe identifiable net assets of the subsidiaries at the date of acquisition.

Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually.The impairment value of goodwill is recognised immediately in the consolidated income statement. An impairment loss recognised forgoodwill is not reversed in a subsequent period.

If, after reassessment, the Group’s interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of the businesscombinations, the excess is recognised immediately in the consolidated income statement.

(f) Investments

(i) Investments in Subsidiaries and Associates

Investments in subsidiaries and associates are stated at cost in the balance sheet of the Company and are reviewed for impairmentat the end of the financial year if events or changes in circumstances indicate that their carrying values may not be recoverable.

On the disposal of the investments in subsidiaries and associates, the difference between the net disposal proceeds and thecarrying amount of the investments is taken to the income statement.

(ii) Marketable Securities

Marketable securities are initially carried at cost and subsequently revalued to the market value, determined on an aggregateportfolio basis by category of investment. Cost is arrived at on the weighted average basis. Market value is calculated by referenceto stock exchange quoted selling prices at the close of business at the balance sheet date. Gains or losses arising from changesin the fair values of the marketable securities are included in the income statement in the year in which they arise.

On the disposal of the investments in marketable securities, the difference between the net disposal proceeds and the carryingamount of the investments is taken to the income statement.

(iii) Other Investments

Other investments are held on a long-term basis and are stated at cost less allowance for permanent diminution in value.

On the disposal of these investments, the difference between the net disposal proceeds and the carrying amount of the investmentsis taken to the income statement.





(g) Associates

An associate is an entity in which the Company has a long-term equity interest and where it exercises significant influence over the financial and operating policies.

The investments in associates in the consolidated financial statements are accounted for under the equity method, based on the financialstatements of the associates made up to 31 December 2009. The Company's share of the post acquisition profits of the associates isincluded in the consolidated income statement and the Company's interest in associates is stated at cost plus the Company's share of thepost-acquisition retained profits and reserves.

Unrealised gains on transactions between the Company and the associates are eliminated to the extent of the Company's interest in theassociate. Unrealised losses are eliminated unless cost cannot be recovered.

(h) Property, Plant and Equipment

Property, plant and equipment, other than freehold land, are stated at cost less accumulated depreciation and impairment losses, if any. Freehold land is stated at cost or revalued amount and is not depreciated.

Depreciation is calculated on the straight-line method to write off the cost over their estimated useful lives. Depreciation of an asset doesnot cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates ofdepreciation and residual values are as follows:

Depreciation Rate Residual Value

Freehold buildings 2% -Leasehold buildings 15 - 70 years -Plant and machinery 10% - 25% 20%Factory equipment 10% - 25% 20%Motor vehicles 12.5% to 25% 20%Office equipment 10% - 33 1/3% -Store and store equipment 10% - 25% -Furniture and fittings 10% - 33 1/3% -Laboratory equipment 10% -Moulds 10% - 50% -

The depreciation method, useful life and residual values are reviewed, and adjusted if appropriate, at each balance sheet date to ensure thatthe amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of thefuture economic benefits embodied in the items of the property, plant and equipment.

Capital work-in-progress represents progress payments made towards the acquisition of land and building and related capital assets whichare not ready for commercial use at the balance sheet date. Capital work-in-progress is stated at cost and will be transferred to the relevantcategory of long-term assets and depreciated accordingly when the assets are completed and ready for commercial use. Cost of capital work-in-progress includes direct costs and related expenditure.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use.Any gain or loss arising from derecognition of the asset is included in the income statement in the year the asset is derecognised.

(i) Investment Properties

Investment properties are properties held either to earn rental income or for capital appreciation or for both. Investment properties are statedat cost less accumulated depreciation and impairment losses, if any, consistent with the accounting policy for property, plant and equipmentas stated in Note 5(h) to the financial statements.

Investment properties are derecognised when they have either been disposed of or when the investment property is permanently withdrawnfrom use and no future benefit is expected from its disposal.

On the derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount is charged tothe income statement.





(j) Prepaid Land Lease Payments

Leases of land under which the lessor has not transferred all the risks and benefits of ownership are classified as operating leases. Leaseprepayment for land use rights is stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to theincome statement on a straight-line basis over the remaining lease terms.

(k) Plantation Development Expenditure

Plantation development expenditure comprise cost of land and buildings held for plantation development activities, infrastructure cost suchas roads and bridges attached on the plantation estate, cost of planting and development of oil palm and other plantation crops.

Plantation development expenditure, other than freehold land, is stated at cost less accumulated depreciation and impairment losses, if any.Freehold land is stated at cost and is not depreciated.

Cost of preparation of agriculture land, planting, replanting and upkeep of trees, together with a portion of indirect overheads includinggeneral and administrative expenses, are capitalised as immature plantations and transferred to mature plantations account when the treeshave matured and meet the criteria for commercial production. Mature plantations are amortised over the estimated productive life of thetrees which yield was determined by vegetative growth and management estimation.

Depreciation is calculated on the straight-line method to write off the cost over their estimated useful lives. Depreciation of an asset doesnot cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates ofdepreciation are:

Freehold buildings 5%Leasehold buildings 20 yearsPrepaid land lease payments remaining lease term of 46 and 52 yearsBridges 10%Mature plantations 20 years

The depreciation method and useful life are reviewed, and adjusted if appropriate, at each balance sheet date to ensure that the amount,method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economicbenefits embodied in the items of the plant and equipment.

An item of plantation development expenditure is derecognised upon disposal or when no future economic benefits are expected from itsuse. Any gain or loss arising from derecognition of the asset is included in the income statement in the year the asset is derecognised.

(l) Impairment of Assets

The carrying amounts of assets, other than those to which FRS 136 - Impairment of Assets does not apply, are reviewed at each balancesheet date for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carryingvalues of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets’ net selling price andtheir value-in-use, which is measured by reference to discounted future cash flow.

An impairment loss is charged to the income statement immediately unless the asset is carried at its revalued amount. Any impairment lossof a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset.

In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequentincrease in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent ofthe carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss beenrecognised. The reversal is recognised in the income statement immediately, unless the asset is carried at its revalued amount. A reversalof an impairment loss on a revalued asset is credited directly to the revaluation surplus. However, to the extent that an impairment loss onthe same revalued asset was previously recognised as an expense in the income statement, a reversal of that impairment loss is recognisedas income in the income statement.





(m) Assets under Hire Purchase

Assets acquired under hire purchase are capitalised in the financial statements and are depreciated in accordance with the policy set outin Note 5(h) above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate onthe finance balance outstanding. Finance charges are allocated to the income statement over the periods of the respective hire purchaseagreements.

(n) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis and includes the costof materials and incidentals incurred in bringing the inventories to their present location and condition. For finished goods and work-in-progress, cost includes direct labour and an appropriate proportion of production overheads.

Net realisable value represents the estimated selling price less the estimated costs of completion and the estimated costs necessary to makethe sale.

Where necessary, due allowance is made for all damaged, obsolete and slow-moving items.

(o) Receivables

Receivables are carried at anticipated realisable value. Known bad debts are written off and allowance for doubtful debts is made for debtsconsidered to be doubtful of collection.

(p) Payables

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

(q) Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a present obligation as a result of past events, when it is probable that an outflow ofresources embodying economic benefits will be required to settle the obligation, and when 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 effect of the time value of moneyis material, the provision is the present value of the estimated expenditure required to settle the obligation.

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence ofone or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past eventsthat is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot bemeasured reliably.

A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflowoccurs so that the outflow is probable, it will then be recognised as a provision.

A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by occurrence or non-occurrence of one or more uncertain events not wholly within the control of the Group.

(r) Income Taxes

Income taxes for the year comprise current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax ratesthat have been enacted or substantively enacted at the balance sheet date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilitiesand their carrying amounts in the financial statements.





(r) Income Taxes (Cont’d)

Deferred tax liabilities are recognised for all temporary differences other than those that arise from goodwill or excess of the acquirer’sinterest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costsor 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 assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it isprobable that future taxable profit will be available against which the deductible temporary differences, unused tax losses and unused taxcredits can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realisable or theliability is settled, based on the tax rates that have been enacted or substantively enacted at the balance sheet date.

Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in whichcase the deferred tax is also charged or credited directly to equity, or when it arises from a business combination that is an acquisition, inwhich case the deferred tax is included in the resulting goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’sidentifiable assets, liabilities and contingent liabilities over the business combination costs. The carrying amounts of deferred tax assetsare reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient future taxable profits will beavailable to allow all or part of the deferred tax assets to be utilised.

(s) Interest-bearing Borrowings

Interest-bearing borrowings are recorded at the amount of proceeds received, net of transaction costs.

All borrowing costs are charged to the income statement as expenses in the period in which they are incurred.

(t) Islamic Commercial Papers (“CPs”)/Medium Term Notes (“MTNs”)

CPs/MTNs issued are initially recognised based on proceeds received, net of issuance expenses incurred and are adjusted in subsequentyears for amortisation of discount and/or accretion of premium to maturity, using the effective yield method. The discount amortised and/orpremium accreted is recognised in the income statement over the period of the CPs/MTNs.

(u) Equity Instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity asa deduction, net of tax from proceeds.

Dividends on ordinary shares are recognised as liabilities when approved for appropriation.

(v) Treasury Shares

When the share capital recognised as equity is purchased by the Company under the share buy-back programme, the amount of theconsideration paid, including directly attributable costs, is recognised as a deduction from equity. Shares purchased that are not subsequentlycancelled are classified as treasury shares and are presented as a deduction from total equity.

(w) Segmental Information

Segment revenue and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonablebasis of allocation exists. Segment assets include all assets used by a segment and consist principally of property, plant and equipment(net of accumulated depreciation, where applicable), other investments, inventories, receivables and cash and bank balances.

Most segment assets can be directly attributed to the segments on a reasonable basis. Segment assets do not include income tax assets,whilst segment liabilities do not include income tax liabilities and borrowings from financial institutions.

Segment revenue, expenses and results include transfers between segments. The prices charged on inter-segment transactions are basedon normal commercial terms. These transfers are eliminated on consolidation.





(x) Cash and Cash Equivalents

Cash and cash equivalents comprise cash and bank balances, fixed and other deposits pledged with banks and financial institutions, andshort-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk ofchange in value.

(y) Employee Benefits

(i) Short-term Benefits

Wages, salaries, paid annual leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group.

(ii) Defined Contribution Plans

The Group’s contributions to defined contribution plans are charged to the income statement in the period to which they relate. Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.

(iii) Share-based Payment Transactions

At grant date, the fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the options. The amount recognised as anexpense is adjusted to reflect the actual number of share options that are expected to vest.

The share options granted to directors and employees of the Group are disclosed in the notes to the financial statements. The Group makes a charge to the income statement in connection with expenses relating to share based payments from grant date to vestingdate. The Group has adopted FRS 2 - Share-based Payment, to the Group’s ESOS which are treated as equity settled. Reservesare made for equity settled share-based compensation according to the requirements of FRS 2.

(iv) Defined Benefits Scheme

Certain subsidiaries of the Group operate an unfunded defined benefits scheme in respect of their employees in accordance with the Indonesian Labor Law No. 13/2003 dated 25 March 2003.

The Group’s obligations under the scheme are estimated based on an independent actuarial calculation using the Projected UnitCredit Method. The obligation for employee service entitlements is calculated based on the present value of estimated futurebenefits that the employees have earned in return for their services in the current and prior periods. The Group’s obligations underthe scheme will be reviewed on a regular basis.

Current service cost is recognised as an expense for the current period.

Actuarial gains and losses are recognised as income or expense over the expected average remaining working lives of theparticipating employees when the net cumulative unrecognised actuarial gains and losses for the plan at the end of the previous reporting year exceed 10% of the defined benefit obligation at that date. These gains or losses are recognised on a straight-linebasis over the expected average remaining working lives of the employees.

Past service costs are recognised immediately to the extent that the benefits are already vested, or otherwise are amortised overthe estimated average remaining service years of employees until the employee benefits become vested.

The amount recognised in the balance sheet represents the present value of the defined benefit obligations adjusted forunrecognised actuarial gains and losses and unrecognised past service cost.





(z) Related PartiesA party is related to an entity if:-(i) directly, or indirectly through one or more intermediaries, the party:-

• controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and fellowsubsidiaries);

• has an interest in the entity that gives it significant influence over the entity; or• has joint control over the entity;

(ii) the party is an associate of the entity;(iii) the party is a joint venture in which the entity is a venturer;(iv) the party is a member of the key management personnel of the entity or its parent;(v) the party is a close member of the family of any individual referred to in (i) or (iv);(vi) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting power in

such entity resides with, directly or indirectly, any individual referred to in (iv) or (v); or(vii) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that is a related party of the

entity.

Close members of the family of an individual are those family members who may be expected to influence, or be influenced by, thatindividual in their dealings with the entity.

(aa) Foreign Currency Forward Contracts

Foreign currency forward contracts are entered into to protect the Group from exposure to currency movements in exchange rates. Exchangegains and losses arising on contracts entered into as hedges will be recognised at the date of the future transaction covered by the hedges,at which time these exchange gains and losses will be incurred in the measurement of such transactions..

(ab) Revenue Recognition

(i) Sale of GoodsRevenue is recognised upon delivery of goods and customers’ acceptance, and where applicable, net of returns and trade discounts.

(ii) ServicesRevenue is recognised upon rendering of services and when the outcome of the transaction can be estimated reliably. In the eventthe outcome of the transaction could not be estimated reliably, revenue is recognised to the extent of the expenses incurred thatare recoverable.

(iii) Interest IncomeInterest income is recognised on an accrual basis.

(iv) Dividend IncomeDividends from subsidiaries and associates and other investments are recognised when the shareholders’ right to receive isestablished.

(v) Rental IncomeRental income is recognised on an accrual basis.




6. INVESTMENT IN SUBSIDIARIES

EFFECTIVECOUNTRY OF EQUITY INTEREST

COMPANY INCORPORATION 2009 2008 PRINCIPAL ACTIVITIES

Delloyd Industries (M) Sdn Bhd Malaysia 100% 100% Manufacturing and trading ofautomotive parts and accessories.

Magnavision (M) Sdn Bhd Malaysia 100% (a) 100% (a) Servicing and repairing motor vehicles.

Delloyd Industries (Thailand) Co. Ltd. * Thailand 100% (a) 100% (a) Manufacturing and trading of automotive parts and accessories.

GMI Mould Industries Sdn Bhd Malaysia 70% (a) 70% (a) Fabrication of moulds.

Delloyd (Guangzhou) Auto Parts Pte Ltd The People’s 100% (a) 100% (a) Investment holding.Republic of China

PT Delloyd * Republic of 100% (a) 100% (a) Manufacturing and trading ofIndonesia automotive parts and accessories.

Delloyd Electronics (M) Sdn Bhd Malaysia 100% 100% Manufacturing and trading of automotive parts and accessories.

Delloyd Auto Parts Mfg Sdn Bhd Malaysia 100% 100% Manufacturing and trading of automotive parts and accessories.

Details of the subsidiaries are as follows:

COMPANY2009 2008

RM’000 RM’000

Unquoted ordinary shares, at cost:- At 1 January 135,890 135,952- ESOS granted to the employees of subsidiaries (Note 24) 614 -- Overprovision of ESOS in the previous financial year (Note 24) - (62)

- At 31 December 136,504 135,890

Accumulated impairment losses:

- At 1 January (3,398) (3,398)- Addition during the financial year (1,426) -

- At 31 December (4,824) (3,398)

Net Book Value 131,680 132,492




6. INVESTMENT IN SUBSIDIARIES (CONT’D)



Delloyd Auto Parts (M) Sdn Bhd Malaysia 100% 100% Wholesale and retailing of automotive parts and accessories.

Autobags (M) Sdn Bhd Malaysia - 100% (b) Dormant.

Delloyd (Malaysia) Sdn Bhd Malaysia 100% 100% Exporting of automotive parts and accessories.

Delloyd Management Services (M) Sdn Bhd Malaysia 100% 100% Investment holding and provision of management services.

Delloyd R & D (M) Sdn Bhd Malaysia 100% 100% Providing research anddevelopment services.

Delloyd Infocomm Sdn Bhd Malaysia 100% 100% Investment holding.

Asian Auto Interactive Sdn Bhd Malaysia - 100% (c) Dormant.

Premier Asian Auto Publications (M) Sdn Bhd Malaysia 95% (c) 95% (c) Magazine publisher.

Delloyd Plantation Sdn Bhd Malaysia 90% 90% Cultivation of oil palm.

PT Rebinmas Jaya * Republic of 60% (d) 60% (d) Cultivation of oil palm.Indonesia

ATOZ Motor Marketing Sdn Bhd Malaysia 100% 100% Distribution of motor vehicles.

ATOZ Motor Services Sdn Bhd Malaysia 100% (e) 100% (e) Distribution of motor vehicles.

ATOZ Motor Concept Sdn Bhd Malaysia 100% (e) 100% (e) Distribution of motor vehicles.

ATOZ Motor Workshop Sdn Bhd Malaysia 100% (e) 100% (e) Servicing and repairing motor vehicles.

Vantage Speed Sdn Bhd Malaysia 100% (e) 100% (e) Distribution of motor vehicles.

Delloyd Corporation Sdn Bhd Malaysia 100% 100% Investment holding.

PT Asian Auto International * Republic of 51% (f) 51% (f) Manufacturing and assembly of Indonesia completely built-up (CBU) bus

and bus chassis.

(a) Held by Delloyd Industries (M) Sdn Bhd(b) Held by Delloyd Auto Parts (M) Sdn Bhd(c) Held by Delloyd Infocomm Sdn Bhd(d) Held by Delloyd Plantation Sdn Bhd(e) Held by Atoz Motor Marketing Sdn Bhd(f) Held by Delloyd Corporation Sdn Bhd

* - Not audited by Messrs. Crowe Horwath (formerly known as Messrs. Horwath)




7. INVESTMENT IN ASSOCIATES

GROUP2009 2008

RM’000 RM’000

Unquoted shares, at cost 7,842 7,642Share of post-acquisition profits 14,624 12,004

22,466 19,646

Accumulated impairment losses:

- At 1 January (470) (78)- Addition during the financial year (100) (392)

- At 31 December (570) (470)


Details of the associates are as follows:



Ichikoh (M) Sdn Bhd Malaysia 30% (a) 30% (a) Manufacturing of lampsand mirrors for automobileand other automotive parts.

Thai Delloyd Company Limited Thailand 45% (b) 45% (b) Dormant.

Autoparts Networks Alliances Sdn Bhd Malaysia 21% (c) 21% (c) Trading and manufacturing of automotive interior and precision parts and components.

Intelli-Telematics Asia Sdn Bhd Malaysia 40% (d) 40% (d) General trading and dealing in electronic components andsecurity systems.

(a) Held by Delloyd Electronics (M) Sdn Bhd. The results of Ichikoh (M) Sdn Bhd are equity accounted based on the audited financial resultsfor the financial year ended 31 March 2009 and the unaudited results for the 9-month period ended 31 December 2009.

(b) Held by Delloyd Auto Parts (M) Sdn Bhd. The results of Thai Delloyd Company Limited are not equity accounted as the amount involved is not material.

(c) Held by Delloyd Industries (M) Sdn Bhd. The results of Autoparts Networks Alliances Sdn Bhd are equity accounted based on the unaudited results for the financial year ended 31 December 2009.

(d) Held by Delloyd Infocomm Sdn Bhd. The results of Intelli-Telematics Asia Sdn Bhd are equity accounted based on the audited financial results for the financial year ended 31 December 2009.




7. INVESTMENT IN ASSOCIATES (CONT’D)

The summarised financial information of the associates is as follows:

8. PROPERTY, PLANT AND EQUIPMENT

GROUP2009 2008

RM’000 RM’000

ASSETS AND LIABILITIES

Non-current assets 29,959 31,995Current assets 55,025 44,367

Total assets 84,984 76,362

Current liabilities 4,653 4,612

RESULTS

Revenue 81,086 84,264Profit for the financial year 10,662 10,934

WRITTEN1 JANUARY OFF/ RECLASSI- DEPRECIATION IMPAIRMENT TRANSLATION 31 DECEMBER

2009 ADDITIONS DISPOSALS FICATION CHARGE LOSSES DIFFERENCES 2009GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

NET BOOK VALUE

Freehold land 19,033 - - (200) - - 54 18,887Freehold buildings 21,810 2,456 - (190) (560) - 140 23,656Leasehold buildings 1,217 1,864 - - (117) - (151) 2,813Plant and machinery 20,855 362 (30) - (2,791) (521) 451 18,326Factory equipment 5,187 823 (3) - (1,015) (43) (133) 4,816Motor vehicles 2,974 1,355 (19) - (825) - (714) 2,771Office equipment 1,113 287 (1) - (437) - (12) 950Store and store equipment 180 - - - (29) - (12) 139Furniture and fittings 1,225 223 - - (285) - (6) 1,157Laboratory equipment 371 2 - - (91) - - 282Moulds 5,390 1,543 (21) - (3,275) - (23) 3,614Capital work-in-progress– Oil Mill 2,609 26,351 - - - - 392 29,352

Total 81,964 35,266 (74) (390) (9,425) (564) (14) 106,763




8. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

IMPAIRMENT ACCUMULATED NET BOOKAT COST LOSSES DEPRECIATION VALUE

GROUP RM’000 RM’000 RM’000 RM’000

At 31 December 2009

Freehold land 18,887 - - 18,887Freehold buildings 28,266 - (4,610) 23,656Leasehold buildings 3,189 - (376) 2,813Plant and machinery 32,875 (521) (14,028) 18,326Factory equipment 13,148 (43) (8,289) 4,816 Motor vehicles 8,409 - (5,638) 2,771 Office equipment 6,572 - (5,622) 950Store and store equipment 383 - (244) 139Furniture and fittings 2,967 - (1,810) 1,157Laboratory equipment 1,429 - (1,147) 282Moulds 33,613 - (29,999) 3,614Capital work-in-progress - Oil Mill 29,352 - - 29,352

179,090 (564) (71,763) 106,763

ACCUMULATED NET BOOKAT COST DEPRECIATION VALUE

GROUP RM’000 RM’000 RM’000

At 31 December 2008

Freehold land 19,033 - 19,033Freehold buildings 25,940 (4,130) 21,810Leasehold buildings 1,515 (298) 1,217Plant and machinery 31,803 (10,948) 20,855Factory equipment 12,489 (7,302) 5,187Motor vehicles 9,037 (6,063) 2,974Office equipment 6,337 (5,224) 1,113Store and store equipment 395 (215) 180Furniture and fittings 2,757 (1,532) 1,225Laboratory equipment 1,427 (1,056) 371Moulds 32,585 (27,195) 5,390Capital work-in-progress - Oil Mill 2,609 - 2,609

145,927 (63,963) 81,964




8. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Included in the net book value of property, plant and equipment of the Group are the following assets acquired under hire purchase terms:-

GROUP2009 2008

RM’000 RM’000

Plant and machinery 1,089 1,204Motor vehicles - 289Office equipment - 8

1,089 1,501

The net book values of property, plant and equipment of the Group at the balance sheet date pledged as security for bank borrowings are as follows:-

GROUP2009 2008

RM’000 RM’000

Freehold land 1,726 1,677Leasehold Land 2,910 -Freehold buildings 5,750 5,744Leasehold buildings 1,731 -Capital work-in-progress - Oil Mill 29,352 -

41,469 7,421

The costs of fully depreciated plant and equipment still in use are as follows:

GROUP2009 2008

RM’000 RM’000

Plant and machinery 8,617 8,235Factory equipment 5,350 5,170Motor vehicles 3,230 4,327Office equipment 4,335 3,929Store and store equipment 160 161Furniture and fittings 790 772Laboratory equipment 516 516Mould 25,432 17,996

48,430 41,106




9. INVESTMENT PROPERTIES

No independent valuations by professional valuers have been carried out to determine the fair values of these properties. The Directors estimate thefair values of the investment properties to be approximately RM2,800,000 (2008 - RM2,200,000) based on past selling prices of similar propertiesat adjacent locations of the Group’s investment properties.

The rental income and direct operating expenses arising from the investment properties that generate income are RM152,300 (2008 - RM123,000)and RM13,576 (2008 - RM11,098) respectively.

GROUP2009 2008

RM’000 RM’000

At 1 January 1,476 1,560Transfer from property, plant and equipment 390 -Depreciation during the financial year (29) (84)

At 31 December 1,837 1,476

The details of the investment properties are as follows:-

GROUP2009 2008

RM’000 RM’000

At Cost:- Freehold land 454 254- Freehold buildings 1,659 1,389

2,113 1,643Accumulated Depreciation (276) (167)


1 JANUARY AMORTISATION TRANSLATION 31 DECEMBER2009 ADDITIONS RECLASSIFICATION WRITTEN OFF CHARGE DIFFERENCES 2009

GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

NET BOOK VALUE

Freehold land and matured plantation 85,672 - 22,082 (307) (3,622) (2,804) 101,021

Prepaid land leasepayments 51,552 - (17,213) - (924) (7,537) 25,878

Freehold buildings 731 - - - (73) - 658Leasehold buildings 987 575 - - (88) (1) 1,473Roads and bridges 4,459 362 - - (529) (161) 4,131Immature plantation 19,955 11,350 (4,869) (95) - 2,969 29,310

163,356 12,287 - (402) (5,236) (7,534) 162,471

10. PLANTATION DEVELOPMENT EXPENDITURE




GROUP2009 2008

RM’000 RM’000

Prepaid land lease payments 1,785 -

GROUP2009 2008

RM’000 RM’000

Cost 8,175 5,181Translation differences 243 - Accumulated amortisation (592) (178)


Accumulated amortisation:

- At 1 January (178) (134)- Amortisation during the financial year (414) (44)

- At 31 December (592) (178)

ACCUMULATED NET BOOKAT COST AMORTISATION VALUE

GROUP RM’000 RM’000 RM’000

At 31 December 2009

Freehold land and matured plantation 111,972 (10,951) 101,021Prepaid land lease payments 28,108 (2,230) 25,878Freehold buildings 1,451 (793) 658Leasehold buildings 1,853 (380) 1,473Roads and bridges 5,478 (1,347) 4,131Immature plantation 29,310 - 29,310

178,172 (15,701) 162,471

At 31 December 2008

Freehold land and matured plantation 92,858 (7,186) 85,672Prepaid land lease payments 53,735 (2,183) 51,552Freehold buildings 1,451 (720) 731Leasehold buildings 1,291 (304) 987Roads and bridges 5,265 (806) 4,459Immature plantation 19,955 - 19,955

174,555 (11,199) 163,356

10. PLANTATION DEVELOPMENT EXPENDITURE (CONT’D)

11. PREPAID LAND LEASE PAYMENTS

The net book values of the plantation development expenditure of the Group at the balance sheet date pledged as security for bank borrowings areas follows:-




GROUP2009 2008

RM’000 RM’000

At Cost:- Quoted shares outside Malaysia 941 941- Unquoted shares outside Malaysia 1,569 1,569- Corporate membership in golf clubs 395 395

2,905 2,905Translation differences 33 (94)Accumulated impairment losses:

- At 1 January (516) (114)- Translation differences (65) - - Addition during the financial year (74) (402)

- At 31 December (655) (516)


Quoted shares outside Malaysia at 31 December:

- At carrying value 433 445- At market value 433 445

GROUP2009 2008

RM’000 RM’000

At 1 January 5,341 5,164Arising from acquisition of subsidiary - 152Recognised in income statements (Note 38):- for the financial year 60 28- (Over)/Underprovision in the previous financial year (41) 10Translation differences 394 (13)

At 31 December 5,754 5,341

The components of the deferred tax assets are as follows:-

Provision for warranty claims 901 1,175Allowance for inventory obsolescence 1,013 1,219Unabsorbed capital allowances 810 565Unutilised business losses 514 876Provision for bonus 588 505Provision for price reduction 455 31Others 1,473 970

At 31 December 5,754 5,341

12. OTHER INVESTMENTS

13. DEFERRED TAX ASSETS




No deferred tax assets are recognised on the following items:-

GROUP2009 2008

RM’000 RM’000

Deferred tax assets:-

Unabsorbed capital allowances 638 796Unutilised tax losses 4,133 7,084

4,771 7,880

13. DEFERRED TAX ASSETS (CONT’D)

The goodwill arose from the investment in subsidiaries and is reviewed for impairment annually.

During the financial year, the Group assessed the recoverable amount of goodwill on consolidation, and determined that goodwill is not impaired.

The recoverable amount of a cash-generating unit is determined based on value-in-use calculations using cash flow projections based on financialbudgets approved by management covering a period of five years. The key assumptions used for value-in-use calculations are:-

14. GOODWILL ON CONSOLIDATION

15. INVENTORIES

AVERAGE AVERAGEGROSS MARGIN GROWTH RATE DISCOUNT RATE

Investment in PT Rebinmas Jaya (“PTRJ”) 38.3% 30.8% 12.0%

The following describes each key assumption on which management has based its cash flow projections to undertake the impairment testing ofgoodwill:-

(a) Gross margin

PTRJ is expected to report a cumulative gross profit of approximately RM104.8 million for the financial year ending 2009 to 2013 from its activity of cultivation in oil palm.

(b) Growth rate

PTRJ is projected to generate a cumulative revenue of approximately RM273.3 million for the financial year ending 2009 to 2013 and theforecasted annual growth rates range from 17% to 59% during the forecast period as a result of the increase in the hectares of maturedplantation.

(c) Discount rate

The discounted rate used is computed based on the weighted average cost of capital of the industry that the Group operates in.

AT NETREALISABLE

AT COST VALUE TOTALGROUP RM’000 RM’000 RM’000

At 31 December 2009

Raw materials 7,569 18,175 25,744Work-in-progress 7,193 - 7,193Finished goods 4,901 8,497 13,398Goods-in-transit 2,014 - 2,014

21,677 26,672 48,349




15. INVENTORIES (CONT’D)

AT NETREALISABLE

GROUP AT COST VALUE TOTALRM’000 RM’000 RM’000

At 31 December 2008

Raw materials 6,813 27,190 34,003Work-in-progress 2,683 - 2,683Finished goods 6,151 11,752 17,903Goods-in-transit 724 - 724

16,371 38,942 55,313

16. RECEIVABLES

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Trade receivables 51,238 55,228 - -Other receivables, deposits and prepayments 7,324 4,054 2 2

58,562 59,282 2 2Allowance for doubtful debts (220) (100) - -

58,342 59,182 2 2

Allowance for doubtful debts:- At 1 January (100) (100) - -- Addition during the financial year (120) - - -

- At 31 December (220) (100) - -

Included in the trade and other receivables of the Group are amounts owing by related parties as follows:-

GROUP2009 2008

RM’000 RM’000

Trade 108 184Non-trade - 176

108 360

The nature of the related parties’ relationship and details of the transactions involved are disclosed in Note 45 to the financial statements.

Credit terms of trade receivables range from 30 to 60 days.

The foreign currency exposure profile of the trade receivables is as follows:

GROUP2009 2008

RM’000 RM’000

Euro 51 -Indonesian Rupiah 6,844 3,681Thai Baht 552 2,003United States Dollar 1,743 1,024




GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Bond fund unit trusts, at cost - 215 - 105

- 215 - 105Allowance for diminution in value:

- At 1 January (1) (4) (1) (4)- Written off during the financial year 1 - 1 -- Writeback during the financial year - 3 - 3

- At 31 December - (1) - (1)

- 214 - 104

Market value of bond fund unit trusts at 31 December - 214 - 104

17. SHORT-TERM INVESTMENTS

The effective interest rates of the deposits with financial institutions of the Group and of the Company at the balance sheet date ranged from 0.50%to 2.53% (2008 - 1.98% to 9.20%) per annum. The deposits have maturity periods ranging from 5 to 365 days (2008 - 5 to 365 days).

The foreign currency exposure profile of the deposits with financial institutions is as follows:-

GROUP2009 2008

RM’000 RM’000

Chinese Renminbi - 660Indonesian Rupiah 366 4,369Thai Baht 1,337 998

18. DEPOSITS WITH FINANCIAL INSTITUTIONS

The foreign currency exposure profile of the cash and bank balances is as follows:-

GROUP2009 2008

RM’000 RM’000

Chinese Renminbi 719 62Euro 111 139Indonesian Rupiah 5,344 2,303Japanese Yen 27 -Thai Baht 744 693United States Dollar 1,558 2,013

19. CASH AND BANK BALANCES

GROUP / COMPANY2009 2008 2009 2008NUMBER OF SHARES RM RM

ORDINARY SHARES OF RM1.00 EACH:-

AUTHORISED 500,000,000 500,000,000 500,000,000 500,000,000

ISSUED AND FULLY PAID-UP 88,863,250 88,863,250 88,863,250 88,863,250

20. SHARE CAPITAL




21. SHARE PREMIUM

The share premium is not distributable by way of cash dividends and may be utilised only in the manner set out in Section 60(3) of the CompaniesAct 1965.

22. TREASURY SHARES

23. OTHER RESERVES

The shareholders of the Company, by an ordinary resolution passed in the Thirteenth Annual General Meeting held on 27 May 2009, renewed theirapproval for the Company’s plan to purchase its own ordinary shares from the open market under the share buy-back programme.

The total shares purchased under the share buy-back programme were financed by internally generated funds. The shares purchased were retainedas treasury shares and are presented as a deduction from shareholders’ equity.

Details of the treasury shares are as follows:-

AVERAGE TOTALSHARE NUMBER CONSIDERATION

DATE PRICE OF SHARES RM’000

Prior to Year 2007 1,000 2May 2007 1.845 134,700 251June 2007 1.850 1,000 2September 2007 1.615 655,800 1,057March 2009 1.470 38,000 57November 2009 2.085 18,000 38December 2009 2.465 195,200 480

Balance at 31 December 2009 1,043,700 1,887

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Currency translation (deficit)/reserve (6,461) 6,651 - -Employees Share Option Scheme reserve (Note 24) 2,017 1,343 2,017 1,343

(4,444) 7,994 2,017 1,343

The currency translation (deficit)/reserve arose from the translation of the financial statements of the foreign subsidiaries and is not distributable byway of cash dividends.

24. EMPLOYEES SHARE OPTION SCHEME RESERVE

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

At 1 January 1,343 1,401 1,343 1,401Recognised in income statements (Note 37) 674 (58) 60 4ESOS granted to the employees of subsidiaries (Note 6) - - 614 - Overprovision of ESOS in the previous financial year (Note 6) - - - (62)

At 31 December (Note 23) 2,017 1,343 2,017 1,343




24. EMPLOYEES SHARE OPTION SCHEME RESERVE (CONT’D)

25. RETAINED PROFITS

The Employees Share Option Scheme (“ESOS”) reserve relates to the equity-settled share options granted to employees. This reserve consists ofthe cumulative value of services received from employees recorded on the grant of share options.

The Company implemented an ESOS on 29 April 2005. The ESOS is governed by the by-laws as approved by the shareholders at the ExtraordinaryGeneral Meeting held on 29 June 2004.

The fair value of the share options granted on 29 April 2005 was estimated by using the Black-Scholes-Merton Valuation Model, taking into accountthe terms and conditions upon which the options were granted. The fair value of the share options measured at grant date and the assumptions areas follows:-

Fair value of share options at the grant date (RM) 0.33Share price of the underlying shares (RM) 2.18Exercise price (RM) 2.25Expected volatility (%) 19.98%Expected life (years) 6Risk free rate (%) 3.46%Dividend yield (%) 3%Dilutive ratio 0.97Expected turnover rate Nil

The main features of the ESOS are as follows:-

(a) the maximum number of ordinary shares which may be allocated pursuant to the exercise of the option under the scheme shall not exceed15% of the issued and paid-up share capital of the Company at any point in time during the duration of the scheme;

(b) the scheme shall be for a duration of six years and may be extended up to an aggregate duration of ten years from the effective date uponthe recommendation of the ESOS Option Committee;

(c) eligible persons are confirmed employees who have been employed by the Group and persons who have been appointed directors of acompany within the Group for at least six months;

(d) the Option Committee may at its discretion from time to time offer in writing to eligible persons to participate in the scheme;

(e) the maximum number of shares allocated in aggregate to eligible Directors and Senior Management shall not exceed 50% of the totalnumber of shares available under the scheme;

(f) the exercise price for each share under the option shall be the higher of the weighted average market price of the shares for the five marketdays prior to the date of offer subject to a discount of not more than ten percent which the Option Committee may at its discretion give orthe par value of the share; and

(g) the new shares to be allocated upon any exercise of options shall rank pari passu in all respects with the then existing issued and paid-upshare capital of the Company.

Effective from 1 January 2008, the Company is allowed an irrevocable option to elect for the single tier tax system or continue with the use of thetax credit balance for the purpose of dividend distribution.

At the balance sheet date, the Company has not elected for the single tier tax system. When the tax credit balance is fully utilised, or by 31 December2013 at the latest, the Company will automatically move to the single tier tax system. Under the single tier tax system, tax on the Company’s profitsis a final tax, and dividends distributed to the shareholders will be exempted from tax.

Subject to the agreement of the tax authorities, at the balance sheet date, the Company has sufficient tax credits under Section 108 of the IncomeTax Act, 1967 and tax-exempt income to frank the payment of dividends of approximately RM2,410,000 (2008 - RM9,032,000) out of its retainedprofits. If the balance of the retained profits were to be distributed as dividends, the Company may distribute such dividend under the single tier taxsystem.




26. LONG-TERM BORROWINGS

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Hire purchase payable (Note 27) 342 700 - -Term loans (Note 28) 24,890 1,297 - -Islamic Medium Term Notes (Note 29) 50,000 50,000 50,000 50,000

75,232 51,997 50,000 50,000

27. HIRE PURCHASE PAYABLE

28. TERM LOANS

GROUP2009 2008

RM’000 RM’000

Minimum hire purchase payments:- not later than one year 333 415- later than one year but not later than five years 389 903

722 1,318Future finance charges (47) (203)

Present value of hire purchase payable 675 1,115

Current (Note 33): - not later than one year 333 415

Non-current (Note 26):- later than one year but not later than five years 342 700

675 1,115

GROUP2009 2008

RM’000 RM’000

Current (Note 33):- repayable within one year 1,023 53

Non-current (Note 26):- repayable within one to two years 8,774 57- repayable within two to five years 15,258 198- repayable more than five years 858 1,042

24,890 1,297

25,913 1,350

The hire purchase payable at the balance sheet date bore an effective interest rate of 3.5% (2008 - 3.50% to 5.88%) per annum.




28. TERM LOANS (CONT’D)

GroupMonth of Amount

Term Number Of Instalment Commencement OutstandingLoan Instalments Amount Tenure Of Repayment 2009 2008

RM RM’000 RM’000

1 180 4,370 Monthly December 2007 465 4892 180 7,677 Monthly December 2007 817 8613 48 * Monthly December 2010 20,131 -4 20 ** Quarterly November 2009 4,500 -

25,913 1,350

The term loans at the balance sheet date bore a weighted average effective interest rate of 4.38% (2008 - 4.50%) per annum at the balance sheetdate and are secured by way of:-

(i) a legal charge over certain owner occupied land and buildings of the Group;

(ii) a legal charge over certain plantation land and buildings of the Group;

(iii) a legal charge over the Group’s oil mills work-in-progress;

(iv) a joint and several guarantee of certain directors of the Company;

(v) a corporate guarantee issued by the Group and the Company;

(vi) a corporate guarantee issued by a shareholder of the subsidiary; and

(vii) the subordination of advances from the Group and a shareholder of the subsidiary

The foreign currency exposure profile of the term loans is as follows:-

Details of the repayment terms are as follows:-

* - Monthly instalments ranging from United States Dollar (“USD”) 35,000 to USD435,000.

** - Monthly instalments of Indonesian Rupiah 12,880,000,000

GROUP2009 2008

RM’000 RM’000

Indonesian Rupiah 4,500 -United States Dollar 20,131 -

29. ISLAMIC COMMERCIAL PAPERS (“CPs”)/MEDIUM TERM NOTES (“MTNs”)

GROUP2009 2008

RM’000 RM’000

At 1 January/31 December (Note 26) 50,000 50,000

The MTN at the balance sheet date bore an effective profit rate of 6.9% (2008 - 6.9%) per annum.




29. ISLAMIC COMMERCIAL PAPERS (“CPs”)/MEDIUM TERM NOTES (“MTNs”) (CONT’D)The principal terms of the CPs/MTNs Programme are as follows:-

(a) Tenure/Maturity 7 years from the date of first issuance under the CPs/MTNs Programme.CPs - 1, 2, 3, 6, 9 or 12 months as the Issuer may select, provided that the CPs mature prior to the expiry ofthe CPs/MTNs Programme.

MTNs - more than 1 year to 7 years as the Company may select, provided that the MTNs mature prior to theexpiry of the CPs/MTNs Programme.

(b) Security The CPs/MTNs issued are unsecured in nature.

(c) Profit rate The profit rate of CPs/MTNs shall be determined at the point of issuance of the CPs/MTNs.

(d) Redemption At par on the respective maturity dates.

(e) Ranking of notes The CPs and/or MTNs (collectively known as “The Notes”) shall constitute direct, unconditional and unsecuredobligations of the Issuer and shall at all times rank pari passu, without discrimination, preference or priorityamongst themselves and at least pari passu with all other present and future unsecured and unsubordinatedobligations of the Issuer, subject to those preferred by law and the transaction documents.

30. DEFERRED TAX LIABILITIES

GROUP2009 2008

RM’000 RM’000

At 1 January 18,930 18,399Recognised in income statement (Note 38):- for the financial year (718) 420- (over)/underprovision in the previous financial year (1,394) 111- Differential in tax rate (925) -Translation differences (1,606) -

At 31 December 14,287 18,930

The components of the deferred tax liabilities are as follows:-

GROUP2009 2008

RM’000 RM’000

Accelerated capital allowances on qualifying costs:- property, plant and equipment 2,656 4,108- plantation development expenditure 791 - Fair value adjustment on plantation development expenditure 10,840 14,822

14,287 18,930




31. PAYABLES

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Trade payables 23,151 27,615 - -Other payables and accruals 55,902 52,545 800 270Advances from directors of a subsidiary 360 360 - -Dividend payable to minority interest 263 158 - -

79,676 80,678 800 270

Included in the trade and other payables of the Group are amounts owing to the related parties as follows:-

The nature of the related party relationships and details of the transactions involved are disclosed in Note 45 to the financial statements.

Included in other payables and accruals of the Group is a provision for warranty claims amounting to RM3,594,000 (2008 - RM4,453,000). Theamounts provided and paid in relation to the warranty claims are disclosed in Note 37 to the financial statements and the cash flow statement of theGroup respectively.

Credit terms of trade payables range from 30 to 90 days.

The foreign currency exposure profile of the trade payables is as follows:-

Included in other payables and accruals is a provision for employee benefits amounting to RM945,996 (2008 - RM534,614) as detailed below:

GROUP2009 2008

RM’000 RM’000

Trade 812 988Non-trade 32,485 24,488

33,297 25,476

GROUP2009 2008

RM’000 RM’000

Euro 345 -Indonesian Rupiah 3,345 5,121Japanese Yen 2,144 2,079New Taiwan Dollar 9 -Thai Baht 311 428United States Dollar 2,914 2,118

GROUP2009 2008

RM’000 RM’000

At 1 January 535 726Amount recognised in the Income Statements: - Under/(Over)provision in the previous financial year 33 (344)- Current period charge 396 272- Payment of employee retirement benefits (70) (47)

Sub-total (Note 37) 359 (119)Translation differences 52 (72)

946 535




31. PAYABLES (CONT’D)

GROUP2009 2008

RM’000 RM’000

Present value of employee benefits obligation 1,212 707Unrecognised past service cost - unvested (199) (194)Unrecognised actuarial (gain)/loss (67) 22

Net provision in balance sheet 946 535

The details of provision for employee benefits are as follows:

GROUP2009 2008

RM’000 RM’000

Current service costs 288 184Interest costs 95 73Past service costs 14 13Actuarial (gain)/loss (1) 2

396 272

The charges recognised in the income statements are as follows:

As at balance sheet date, the Group accrued employee benefits expenses based on the actuarial valuation performed by PT Binaputera Jaga Hikmah,an independent actuary, adopting the Projected Unit Credit method, with the following principal actuarial assumptions:

GROUP2009 2008

RM’000 RM’000

i) Mortality rate:- below age 25 0.00137 0.00137- between age 25 to 30 0.00137 0.00137- between age 30 to 35 0.00164 0.00164- between age 35 to 40 0.00227 0.00227- between age 40 to 45 0.00338 0.00338- between age 45 to 50 0.00609 0.00609- between age 50 to 55 0.00908 0.00908ii) Retirement age 55 55iii) Disability rate (per annum) 10% 10%iv) Discount rate (per annum) 10%/12% 12%v) Expected rate of salary increases (per annum) 5%/10% 8%/10%




32. AMOUNT OWING TO SUBSIDIARIES

33. SHORT-TERM BORROWINGS

The amount owing in the previous financial year is non-trade in nature, unsecured, interest-free and repayable on demand. The amount owing wassettled in cash.

The revolving credit and draft loan of the Group bore effective interest rates ranging from 4.52% to 10.50% per annum and is secured by a corporateguarantee of the Company.

GROUP2009 2008

RM’000 RM’000

Hire purchase payable (Note 27) 333 415Term loans (Note 28) 1,023 53Revolving credit and draft loan 10,149 -

11,505 468

34. BANK OVERDRAFTThe bank overdraft of the Group bore an effective interest rate of 10.50% (2008 - Nil) and is secured by a corporate guarantee of the Company.

35. NET ASSETS PER SHAREThe net assets per share is calculated based on the Group shareholders’ equity of RM304,030,000 (2008 - RM287,224,000) divided by theoutstanding number of ordinary shares in issue, net of treasury shares, at the balance sheet date of 87,819,550 shares (2008 - 88,070,750 shares).

36. REVENUE

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Sale of automotive parts and accessories 221,640 229,509 - -Dividend income - - 13,750 11,490Distribution of motor vehicles 18,754 19,674 - -Sale of fresh fruit bunches 43,815 38,233 - -Others 2,062 2,829 - -

286,271 290,245 13,750 11,490




37. PROFIT BEFORE TAXATION

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Profit before taxation is arrived at after charging/ (crediting):

Allowance for doubtful debts 120 - - -Amortisation of:- plantation development expenditure 5,236 2,519 - -- prepaid land lease payments 414 44 - -Auditors’ remuneration 155 137 30 22Bad debts written off 192 33 - -Depreciation of: - property plant and equipment 9,425 8,917 - -- investment properties 29 84 - -Directors’ emoluments (Note 44):- fees 299 299 270 270- remuneration 2,565 2,584 - -- performance incentives 682 670 - -- ESOS 261 92 60 4Factory, office and shoplot rental 1,335 1,529 - -Fair value of share options granted under ESOS (Note 24) 674 (58) 60 4Impairment loss on:- property, plant and equipment 564 - - -- investment in a subsidiary - - 1,426 -- investment in associates 100 392 - -- other investments 74 402 - -Interest expense:- hire purchase 149 61 - -- Islamic Medium Term Note 3,450 3,450 3,450 3,450- term loans 269 123 - -- overdraft 7 - - -- revolving credit 203 - - -- trust receipts 237 - - -Loss on disposal of short-term investments - 177 - 184Loss on disposal of subsidiaries 11 - - -(Gain)/Loss on foreign exchange:- unrealised (8,643) 4,100 - -- realised 1,295 145 - -Plant and equipment written off 12 1,017 - -Plantation development expenditure written off 402 - - -Provision for warranty claims 704 1,246 - -Rental of equipment 56 90 - -Royalty expenses 513 785 - -Staff costs:- Defined benefits plan (Note 31) 359 (119) - -- Others 39,278 39,487 - -Writedown in value of inventories 654 1,244 - -Dividend income from short-term investments (73) (448) (2) (15)Interest income (912) (1,275) (96) (301)(Gain)/Loss on disposal of plant and equipment (25) 28 - -Rental income (214) (224) - -Share of profit in associates, net of tax (3,394) (3,239) - -Writeback of diminution in value of short-term investments - (3) - (3)Writeback in value of inventories (1,189) - - -Bad debts recovered (8) (181) - -




38. INCOME TAX EXPENSE

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Current tax:- for the financial year 9,961 7,444 3,437 2,372- overprovision in the previous financial year (883) (372) (964) (1,016)- differential in tax rates (282) (60) - -

8,796 7,012 2,473 1,356

Deferred tax assets (Note 13):- for the financial year (60) (28) - -- Over/(Under)provision in the previous financial year 41 (10) - -

(19) (38) - -Deferred tax liabilities (Note 30):- for the financial year (718) 420 - -- (over)/underprovision in the previous financial year (1,394) 111 - -Differential in tax rates (925) - - -

(3,037) 531 - -

5,740 7,505 2,473 1,356

The tax charge of the Company for the financial year relates mainly to dividend income.

During the financial year, the statutory tax rate was reduced from 26% to 25% as announced in the Malaysian Budget 2008.

During the financial year, all the subsidiaries in Malaysia with issued and paid-up share capital below RM2.5 million no longer enjoy the preferentialtax rate of 20% for the first RM500,000 of chargeable income if more than 50% of the paid-up share capital is directly or indirectly owned by its relatedcompany.

Certain overseas subsidiaries of the Group that fall under the Indonesian taxation laws are generally subject to progressive tax rates up to a maximumof 28% (2008 - 30%) and any tax losses reported by those companies are allowed to be carried forward for a period of five (5) years.




38. INCOME TAX EXPENSE (CONT’D)A reconciliation of the income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective taxrate of the Group and the Company are as follows:-

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Profit before taxation 44,217 23,745 8,382 7,635

Tax at the applicable statutory tax rate 11,758 5,911 2,095 1,985

Tax effects of:Non-taxable gains (210) (149) (24) (34)Non-deductible expenses 2,161 1,418 1,366 421Utilisation of reinvestment tax allowances (526) (1,014) - -Utilisation of previously unrecognised deferred tax assets (3,716) (176) - -Deferred tax assets not recognised for the financial year 462 2,479 - -Overprovision of current tax in the previous financial year (883) (372) (964) (1,016)Over/(Under)provision of deferred tax assets in the previous financial year 41 (10) - -

(Over)/underprovision of deferred tax liabilities inthe previous financial year (1,394) 111 - -Differential in tax rates- current tax (282) (60) - -- deferred tax (925) - - -Double deductions (746) (633) - -

Income tax expense for the financial year 5,740 7,505 2,473 1,356

39. EARNINGS PER SHAREThe basic earnings per share is arrived at by dividing the Group’s profit attributable to shareholders of approximately RM33,824,000 (2008 -RM20,564,000) by the weighted average number of ordinary shares in issue, net of treasury shares, during the financial year of 87,819,550 (2008- 88,070,750).

The fully diluted earnings per share for the Group is not presented as there is an anti-dilutive effect arising from the assumed conversion of ESOS.

40. DIVIDEND PAIDGROUP / COMPANY

2009 2008RM’000 RM’000

Paid:


- final dividend of 6.0 sen per ordinary share less 26% tax - 3,910


- final dividend of 1.8 sen per ordinary share less 25% tax 1,188 -- final tax-exempt dividend of 3.2 sen per ordinary share 2,817 -

At 31 December 4,005 3,910




42. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT

GROUP2009 2008

RM’000 RM’000

Cost of property, plant and equipment purchased 35,266 14,084Amount financed through hire purchase - (124)

Cash disbursed for purchase of property, plant and equipment 35,266 13,960

43. CASH AND CASH EQUIVALENTSFor the purpose of the cash flow statements, cash and cash equivalents comprise the following:

GROUP2009 2008

RM’000 RM’000

Current assets 488 -Current liabilities (32) -

Group’s share of net assets disposed 456 -Loss on disposal (11) -

Proceeds from disposal 445 -Cash and cash equivalent of subsidiaries disposed (101) -

Net cash inflow from disposal of subsidiaries 344 -

The effects of the disposal of the subsidiaries on the financial results of the Group for the financial year are as follows:-

41. SUMMARY OF EFFECTS OF DISPOSAL OF SUBSIDIARIES

During the financial year,

(a) Delloyd Infocomm Sdn Bhd, a wholly-owned subsidiary disposed of all its investment in Asian Auto Interactive Sdn Bhd (“AAI”) comprising ordinary shares of RM1.00 each for a total consideration of RM365,000. Consequently, AAI ceased to be a subsidiary of the Group.

(b) Delloyd Auto Parts (M) Sdn Bhd, a wholly-owned subsidiary disposed of all its investment in Autobags (M) Sdn Bhd (“Autobags”)comprising ordinary shares of RM1.00 each for a total consideration of RM80,000. Consequently, Autobags ceased to be a subsidiary of the Group.

Details of the net assets disposed and the net cash flows from the disposal of the subsidiaries are as follows:-

GROUP2009 2008

RM’000 RM’000

Revenue - -Loss after taxation (8) -

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Deposits with financial institutions 44,341 31,632 3,568 7,202Cash and bank balances 24,909 11,625 924 488Bank overdraft (358) - - -

68,892 43,257 4,492 7,690




44. DIRECTORS’ REMUNERATIONThe aggregate amount of emoluments received and receivable by directors of the Group and of the Company during the financial year are as follows:-

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Executive directors’ remuneration:- Salaries, other emoluments and defined contribution plan 1,755 1,783 - -- Fees 59 59 30 30- Bonus 810 801 - -- Performance incentives 682 670 - -- Share options granted under ESOS 201 77 - -

3,507 3,390 30 30

Non-executive directors’ remuneration:- Fees 240 240 240 240- Share options granted under ESOS 60 15 60 4

300 255 300 244

Total directors’ remuneration including benefits-in-kind 3,807 3,645 330 274

Directors’ fee 299 299 270 270Directors’ non-fee emoluments 3,247 3,254 - -Share options granted under ESOS 261 92 60 4

Total (Note 37) 3,807 3,645 330 274

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

NUMBER OF DIRECTORS2009 2008

Executive directors:RM 150,001 - RM 200,000 - 1RM 500,001 - RM 550,000 1 1RM 700,001 - RM 750,000 1 1RM 800,001 - RM 850,000 1 1RM 1,050,001 - RM1,100,000 - 1RM 1,100,001 - RM1,150,000 1 -

Non-executive directors:Below RM50,000 1 1RM50,000 - RM100,000 4 3

9 9




45. RELATED PARTY DISCLOSURESFor the purpose of these financial statements, parties are related to the Group where the Group and the party are subject to common control orcommon significant influence. Related parties may be individuals or other entities.

The Group has related party relationships with its directors, key management and entities in which the directors and/or key management havesignificant financial interests.

In addition to related party disclosures mentioned elsewhere in the financial statements, the other significant related party disclosures are set outbelow:-

TRANSACTIONS/BALANCES VALUEGROUP

2009 2008NAMES OF RELATED PARTIES NOTE RM’000 RM’000

Delloyd Holdings (M) Sdn Bhd (a)- rental of premises charged by 1,028 1,098- corporate expenses received from 4 4- amount owing to 63 1

Master Approach Sdn Bhd (a)- sales of automotive parts and accessories to 1 1- vehicle maintenance services to 1 8- amount owing by - 1

Saga Capital Sdn Bhd (a)- sales of automotive parts to 31 -- amount owing to 1 1

Lian Hwa Casting (M) Sdn Bhd (b)- purchase of die-casting parts from 2,987 3,715- corporate expenses received from 4 4- amount owing to 337 247

Delloyd Technology Resources (M) Sdn Bhd (c)- purchases of automotive parts from 30 160- sub-contractor for supply of automotive parts to 578 489- corporate expenses received from - 60- rental received from 31 60- research and development fee received from 115 104- amount owing by 14 134- amount owing to - 17- sale of mould and mould maintenance services to 9 351

Automont Gatsby Sdn Bhd (d)- purchases of automotive parts from 110 127- amount owing to 24 27

Gatsby Enterprise (e)- sales of automotive parts and accessories to 283 454- amount owing by 94 50

Taipan Hectares Sdn Bhd (f)- amount owing to 32,422 24,487




45. RELATED PARTY DISCLOSURES (CONT’D)

TRANSACTIONS/BALANCES VALUEGROUP

2009 2008NAMES OF RELATED PARTIES NOTE RM’000 RM’000

Intelli-Telematics Asia Sdn Bhd (g)- subscription fees paid to 7 5- corporate expenses received from 6 6- purchases of GPS System from - 22- amount owing by - 176

Ichikoh (Malaysia) Sdn Bhd (g)- purchases of automotive parts from 3,486 3,885- amount owing to 450 696

(a) A company in which Dato’ Tee Boon Kee, Datin Chung Geok Siew, Tee Boon Keat and Chung Chee Sun, who are directors of the Company, have interests.

(b) A company in which Datin Chung Geok Siew and Chung Chee Sun, who are directors of the Company, have interests.

(c) A company in which Dato’ Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar, Datin Chung Geok Siew and Chung Chee Sun, who are directors of the Company, have interests.

(d) Dato’ Tee Boon Kee and Tee Boon Keat, who are directors of the Company, are persons connected with this company.

(e) An enterprise in which a sibling member of Dato’ Tee Boon Kee is a partner.

(f) A company in which Dato’ Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar and Datin Chung Geok Siew who are directors of the Company, have interests.

(g) Associates of the Group.

The key management personnel compensation is as follows:-

GROUP COMPANY2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Short-term employee benefits 7,361 7,414 270 270Share-based payment 378 125 60 15

7,739 7,539 330 285

46. COMMITMENTS

GROUP2009 2008

RM’000 RM’000

Contracted but not provided for in the financial statements:

- Capital work-in-progress - Oil mill 5,200 23,356- Building 150 1,862

- Purchase of plant & equipment 1,629 1,346- Purchase of foreign currencies 1,341 -

8,320 26,564




DISTRIBUTIONOF MOTOR

AUTOMOTIVE VEHICLES PLANTATION OTHERS GROUPRM’000 RM’000 RM’000 RM’000 RM’000

31 DECEMBER 2009

REVENUE

Total revenue 267,103 18,770 43,815 19,044 348,732Inter-segment revenue (45,463) (16) - (16,982) (62,461)

External revenue 221,640 18,754 43,815 2,062 286,271

RESULTS

Segment results 30,741 (624) 15,211 (4,505) 40,823Share of profit in associates, net of tax 3,394 3,394

Profit before taxation 44,217Income tax expense (5,740)

Profit after taxation 38,477

47. CONTINGENT LIABILITY

COMPANY2009 2008

RM’000 RM’000

Corporate guarantees given to licensed banks for banking facilities granted to subsidiaries 52,113 17,866

48. SEGMENTAL INFORMATIONThe primary segment reporting format is determined to be business segments as the Group’s risks and rates of return are affected predominantly bydifferences in the products and services produced. Secondary information is reported geographically. The operating businesses are organised andmanaged separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offersdifferent products and serves different markets.

(a) Business Segments






31 DECEMBER 2009

ASSETS

Segment assets 228,159 6,459 219,133 16,311 470,062Investment in associates 21,896 - - - 21,896Unallocated assets 8,204

Total assets 500,162

LIABILITIES

Segment liabilities 52,081 2,005 58,942 53,743 166,771Unallocated liabilities 15,647

TOTAL LIABILITIES 182,418

OTHER SEGMENTS INFORMATION

Capital expenditure 11,093 123 39,277 54 50,547Depreciation and amortisation 8,433 159 5,768 744 15,104Other significant non-cash expenses:- impairment losses 738 - - - 738- provision for warranty claim 704 - - - 704

31 DECEMBER 2008

REVENUE

Total revenue 248,854 19,674 38,233 16,559 323,320Inter-segment revenue (19,345) - - (13,730) (33,075)

External revenue 229,509 19,674 38,233 2,829 290,245

RESULTS

Segment results 26,282 (845) 614 (5,545) 20,506Share of profit inassociates, net of tax 3,239 - - - 3,239

Profit before taxation 23,745

Income tax expense (7,505)


48. SEGMENTAL INFORMATION (CONT’D)(a) Business Segments (cont’d)






31 DECEMBER 2008

ASSETS

Segment assets 212,286 6,667 186,064 19,017 424,034Investment in associates 19,176 - - - 19,176Unallocated assets 5,411


LIABILITIES

Segment liabilities 48,738 1,595 29,057 53,753 133,143Unallocated liabilities 18,930



Capital expenditure 9,745 206 17,929 35 27,915Depreciation and amortisation 7,914 126 2,982 542 11,564Other significant non-cash expenses:- impairment losses 794 - - - 794- provision for warranty claim 1,246 - - - 1,246

48. SEGMENTAL INFORMATION (CONT’D)(a) Business Segments (cont’d)




MALAYSIA INDONESIA OTHERS GROUPRM’000 RM’000 RM’000 RM’000

31 DECEMBER 2009

REVENUE

Total revenue 285,556 61,017 2,159 348,732Inter-segment revenue (61,191) (1,270) - (62,461)

External revenue 224,365 59,747 2,159 286,271

RESULTS

Segment results 32,496 10,789 (2,462) 40,823Share of profit in associates, net of tax 3,394



ASSETS

Segment assets 277,153 174,082 18,827 470,062Investment in associates 21,896 - - 21,896Unallocated assets 8,204


LIABILITIES

Segment liabilities 87,666 78,839 266 166,771Unallocated liabilities 15,647


48. SEGMENTAL INFORMATION (CONT’D)(b) Geographical Segments





31 DECEMBER 2009


Capital expenditure 5,620 44,921 6 50,547

Depreciation and amortisation 7,250 6,896 958 15,104Other significant non-cash expenses:- impairment losses 738 - - 738- provision for warranty claim 663 41 - 704

31 DECEMBER 2008

REVENUE

Total revenue 265,337 48,326 9,657 323,320Inter-segment revenue (31,364) (1,711) - (33,075)

External revenue 233,973 46,615 9,657 290,245

RESULTS

Segment results 30,099 (7,093) (2,500) 20,506Share of profit in associates, net of tax 3,239 - - 3,239



48. SEGMENTAL INFORMATION (CONT’D)(b) Geographical Segments (cont’d)





31 DECEMBER 2008

ASSETS

Segment assets 287,673 115,040 21,321 424,034Investment in associates 19,176 - - 19,176Unallocated assets 5,411


LIABILITIES

Segment liabilities 94,007 38,196 940 133,143Unallocated liabilities 18,930



Capital expenditure 9,084 18,413 418 27,915Depreciation and amortisation 7,230 3,630 704 11,564Other significant non-cash expenses:- impairment losses 794 - - 794- provision for warranty claim 1,246 - - 1,246

48. SEGMENTAL INFORMATION (CONT’D)(b) Geographical Segments (cont’d)

49. FOREIGN EXCHANGE RATESThe applicable foreign exchange rates used (expressed on the basis of one unit of foreign currency to RM equivalent) for the translation of foreigncurrency balances at the balance sheet date are as follows:

50. FAIR VALUESFair value is defined as the amount at which the financial instrument could be exchanged in a current transaction between knowledgeable willingparties in an arm’s length transaction, other than in a forced sale or liquidation.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments:

(a) Investment in Associates And Other Investments

It is not practicable to determine the fair values because of the lack of quoted market prices and the assumptions used in valuation models to value these investments cannot be reasonably determined.

(b) Long-Term Borrowings

The carrying amounts approximated their fair values. The fair values of the long-term borrowings are determined by discounting the relevant cash flows using current interest rates at the balance sheet date for similar types of instruments.

2009 2008RM RM

Chinese Renminbi 0.5019 0.5077Euro 4.94 4.89Japanese Yen 0.037 0.039Indonesian Rupiah 0.000364 0.000317Thai Baht 0.1027 0.0998United States Dollar 3.43 3.47




50. FAIR VALUES (CONT’D)

(c) Cash And Cash Equivalents, Receivables And Payables

The carrying amounts approximated their fair values due to the relatively short-term maturity of these financial instruments.

(d) Contingent Liability

The nominal amount and net fair value of financial instruments not recognised in the balance sheet of the Company are as follows:

COMPANYNominal NetAmount Fair Value

Note RM’000 RM’000

In respect of corporate guarantees given to licensed banks for banking facilities granted to subsidiaries- At 31 December 2009 47 52,113 *- At 31 December 2008 47 17866 *

* The net fair value of the contingent liability is estimated to be minimal as the subsidiaries are expected to fulfill their obligations to repay their borrowings.

(e) Medium Term Notes

The fair value of the Medium Term Notes is determined by discounting the expected future cash flows using the market interest rate for similartypes of instruments as at the balance sheet date.

The carrying amount and fair value of the Medium Term Notes of the Group and of the Company at the balance sheet date are as follows:-

GROUP/COMPANYCarryingAmount Fair ValueRM’000 RM’000

At 31 December 2009 50,000 47,622At 31 December 2008 50,000 49,631

51. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE BALANCE SHEET DATEThe significant events of the Group are as follows:

(a) On 9 June 2009, PT Asian Auto International, a sub-subsidiary of the Company had entered into a Conditional Exclusive Importer andDistributor Agreement with Beijing bus branch, Beiqi Foton Motor Co. Ltd., China, being a subsidiary of a state controlled listed companyin China to import and distribute buses in Indonesia.

(b) On 29 June 2009, Delloyd Infox comm Sdn Bhd, a wholly-owned subsidiary of the Company disposed of all its equity interests in Asian AutoInteractive Sdn Bhd (“AAI”) for a total consideration of RM365,000. Consequently, AAI ceased to be a subsidiary of the Group

(c) On 18 September 2009, Delloyd Auto Parts (M) Sdn Bhd, a wholly-owned subsidiary of the Company disposed of all its equity interests inAutobags (M) Sdn Bhd (“Autobags”) for a total consideration of RM80,000. Consequently, Autobags ceased to be a subsidiary of theGroup.

(d) On 8 December 2009, Delloyd Electronics (M) Sdn Bhd (“DESB”), a wholly-owned subsidiary entered into a joint venture agreement with Brose International GmbH (“Brose”) to manufacture and supply window regulators for OEM car manufacturers in Thailand as well as Aseancountries.

In connection with the above, a joint venture company (“JV”) was set up under the name of Brose Delloyd Automotive Co. Ltd and incorporatedin Thailand with a registered capital of 180 million Thai Baht divided into 1.8 million shares at Thai Baht 100 each. Brose and DESB willeach subscribe to 60% and 40% in the shares of the JV for cash consideration of Thai Baht 108 million and Thai Baht 72 million respectively.



AS AT 15 APRIL 2010

SHARE CAPITAL

Authorised - 500,000,000 Ordinary SharesIssued and Paid-up Capital - 89,195,150 Ordinary Shares * Class of Share - Ordinary Shares of RM1.00 EachNo. of Shareholders - 2,734 Voting Rights - One Vote Per Ordinary Share

* The issued and paid up capital is as per Record of Depositors as at 15 April 2010 and is exclusive of 1,711,100 treasury shares bought back.

DISTRIBUTION OF SHAREHOLDINGS

Range No. of Shareholders % No. of Shares %

1 - 99 179 6.55 8,718 0.01100 - 1,000 270 9.87 183,032 0.211,001 - 10,000 1,960 71.69 5,722,450 6.4210,001 - 100,000 257 9.40 6,922,312 7.76100,001 - 1,000,000 56 2.05 15,437,569 17.30OVER 1,000,000 12 0.44 60,921,069 68.30

TOTAL 2,734 100.00 89,195,150 100.00

SUBSTANTIAL SHAREHOLDER

Name of Shareholder No. of Shares %

Chung & Tee Ventures Sdn Bhd 37,500,125 42.04

DIRECTORS' SHAREHOLDINGS

As per the Register of Directors' Shareholdings

Direct IndirectName No. of shares % No. of shares %

1 Dato' Tee Boon Kee 2,255,005 2.53 41,891,725 46.972 Dato' Ir Haji Noor Azmi Bin Jaafar 2,168,427 2.43 8,862,910 9.943 Datin Chung Geok Siew 1,768,406 1.98 42,378,324 47.514 Chung Chee Sun 1,748,408 1.96 37,740,470 42.315 Tee Boon Keat 1,203,516 1.35 37,591,016 42.146 Dato' Dr M SHANmughalingam 315,000 0.35 - -7 Gen Tan Sri (Dr) Dato' Paduka 312,500 0.35 - -

Mohamed Hashim Bin Mohd Ali (R)8 Dato' Mohamed Nizam Bin Abdul Razak 312,500 0.35 - -9 Eow Kwan Hoong - - - -


Analysis of ShareholdingsAs At 15 April 2010

LIST OF TOP 30 SHAREHOLDERS

No Name of Shareholders No. of Shares %

1 Chung & Tee Ventures Sdn Bhd 37,500,125 42.042 Aneka Nostalgia Sdn Bhd 4,363,965 4.893 Flora Grand Sdn Bhd 4,197,236 4.714 Tee Boon Kee 2,255,005 2.535 Noor Azmi Bin Jaafar 2,168,427 2.436 Ipjomas Sdn Bhd 2,046,248 2.297 Welloyd Engineering (M) Sdn Bhd 1,914,844 2.158 Cimsec Nominees (Tempatan) Sdn Bhd 1,876,900 2.10

Pledged Securities Account for Kam Kar Cheong9 Chung Geok Siew 1,768,406 1.9810 Chung Chee Sun 1,748,408 1.9611 HSBC Nominees (Asing) Sdn Bhd 1,353,600 1.52

Exempt Account for Credit Suisse (SG BR-TST-ASING)12 Tee Boon Keat 1,203,516 1.3513 Unique Stallion Sdn Bhd 914,896 1.0314 RHB Nominees (Tempatan) Sdn Bhd 831,700 0.93

Pledged Securities Account for Hextar Equity Management Sdn Bhd15 Leon Tee Wee Leng 708,350 0.7916 Chung Gaut Ben 653,750 0.7317 Lim Boon Kheng 604,100 0.6818 Tang Kwang Siow 526,800 0.5919 Tan Ah Kee 438,400 0.4920 TA Nominees (Tempatan) Sdn Bhd 432,900 0.48

Pledged Securities Account for Koon Yew Yin21 Tee Bon Ke @ Tee Boo Ke 404,250 0.4522 Thean Wui Han 390,200 0.4423 Peng Lee Lee 384,600 0.4324 HLG Nominee (Tempatan) Sdn Bhd 351,250 0.39

Pledged Securities Account for Mohd Nadzmi Bin Mohd Salleh25 SHANmughalingam a/l Murugasu 315,000 0.3526 Mohamed Hashim Bin Mohd Ali (Gen Rtd Tan Sri) 312,500 0.3527 Public Invest Nominees (Tempatan) Sdn Bhd 312,500 0.35

Pledged Securities Account for Mohamed Nizam Bin Abdul Razak28 NAJ Services Sdn Bhd 301,709 0.3429 Chua Soo Seong 296,000 0.3330 Etavest Sdn Bhd 287,300 0.32

TOTAL 70,862,885 79.45


AS AT 15 APRIL 2010


NET BOOK AGE OF DATE OFVALUE BUILDING LAST DATE OF

LOCATION TENURE SIZE DESCRIPTION RM'000 (YEARS) REVALUATION ACQUISITION

MALAYSIA

Lot 48938 & PT2187 Freehold 4.05 ha 2 plots of industrial 15,374 9 - 1999District Of Klang land / office, factorySelangor Darul Ehsan and warehouse

Lot 48939 & 48940 Freehold 2.03 ha 2 plots of industrial 11,368 17 1994 1991District Of Klang land / office, factorySelangor Darul Ehsan and warehouse

H.S(D) 29394 & 29393 Freehold 1,522 sq.m 2 units 2 1/2 storey 1,448 7 - 2003Mukim Damansara terrace showroomSelangor Darul Ehsan factory with land

Lot No 15 Freehold 2.03 ha 1 plot of industrial 8,076 5 - 2003Mukim Ulu Bernam Timur land / office, Perak Darul Ridzuan factory and warehouse

H.S(D) 27238 PT553 Freehold 148.64 sq.m 1 unit of 4-storey 389 21 1994 1989Seksyen 21 shophouseDistrict Of KlangSelangor Darul Ehsan

Sungai Rambai Estate Freehold 1,448.78 ha Oil Palm Estate 75,237 - - 1999District Of Kuala Selangor Freehold 66,493 sq.m Residential Bungalows, 659 19 - 1999Selangor Darul Ehsan Cottages & Amenities

Lot No PT69686 & PT69687 Freehold 372.90 sq.m 2 units 3 storey shop 1,599 3 - 2007Mukim Klang office buildingDaerah KlangSelangor Darul Ehsan

PEOPLE'S REPUBLIC OF CHINAHuadu Xinhua Leasehold 6.25 ha 1 plot of industrial land 4,582 - - 2004Malaysia Industrial Zone ExpiringGuangzhou City 2053China

Huadu, Yun Feng Garden Leasehold 190.03 sq.m 1 unit apartment 308 5 - 2005Guangzhou City Expiring China 2073

THAILAND300/28 Moo 1, Tambol Tasit Freehold 12,222 sq.m 1 plot of industrial land / 5,877 4 - 2006Amphur Pluakdaeng, Rayong office, factory andThailand warehouse

INDONESIABlock A-11 No 19 Leasehold 7,462 sq.m 1 plot of industrial land 1,320 7 - 2003Kota Bukit Indah Expiring with factory buildingDangdeur Campaka 2019PurwakartaIndonesia

Kebun Parit Gunung Leasehold 14,422.09 ha Oil Palm Estate 82,346 5-11 - 2006Darul Makmur & Air Ruak Expiring Plantable Reserve land,Belitung, Indonesia 2029 and Residential cottages

2036 & Amenities

Kawasan Industri Leasehold 7,750 sq.m 1 plot of industrial land 4,773 10 - 2009Sentul, Jl. Olympic Raya Expiring with factory buildingBlok B6, Kelurahan Sentul 2027Kecamatan Babakan MadangKabupaten Bogor, Jawa BaratIndonesia

PROPERTIES OWNED BY THE GROUP

AS AT 31 DECEMBER 2009


FORM OF PROXY

I/We_________________________________________________NRIC/Co.No._______________________of _________________________________________________________being a member of DELLOYD VENTURES BERHAD hereby appoint ____________________________________________________of _________________________________________________________________________________________NRIC No.________________________________or failing whom,_____________________________________________________________of___________________________________________________________________________NRIC No.____________________________as my/our proxy to vote for me/us on my/our behalf at the Fourteenth Annual General Meeting of the Company to be held at the Company’s office at Lot33004/5, Jalan Kebun, 42450 Klang, Selangor Darul Ehsan on Thursday, 27 May 2010 at 12.00 noon and, at every adjournment thereof for/against theresolutions to be proposed thereat.

NO. RESOLUTIONS FOR AGAINSTORDINARY RESOLUTIONS

1 To receive the Financial Statements and Reports of the Directors and Auditors thereon2 To approve the payment of Final Dividend 3 To approve the payment of Directors’ fees4 To re-elect Tee Boon Keat as Director5 To re-elect Dato’ Ir Haji Noor Azmi Bin Jaafar as Director6 To re-elect Chung Chee Sun as Director7 To re-appoint General (R) Tan Sri (Dr) Dato’ Paduka Mohamed Hashim Bin Mohd Ali as Director8 To re-appoint Dato’ Dr. M SHANmughalingam as Director9 To re-appoint auditors of the Company 10 To approve the authority to issue shares pursuant to Section 132D of the Companies Act, 196511 To approve the proposed renewal of shareholders’ mandate for recurrent related party transactions

of a revenue or trading nature12 To approve the proposed renewal of authority for the purchase of own shares by the Company

(Please indicates with an X in the spaces provided on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at hisdiscretion.)

Dated this…………day of…………………….2010

………………………………… ……………………………Signature of Member(s) Affix Company’s Common Seal

(if applicable)

Notes:-

i A proxy shall be a member of the Company and if the proxy is not a member of the Company, the proxy shall be an advocate or an approved company auditor or a person approved by the Registrar of Companies.

ii A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at thesame meeting.

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

iv To be valid, this proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting.

v If the appointer is a corporation, this proxy form must be executed under its Seal or under the hand of its attorney.

No. of shares heldDELLOYD VENTURES BERHAD

(380429-W)(Incorporated in Malaysia)

FORM OF PROXY

fold

fold

THE SECRETARY :DELLOYD VENTURES BERHAD (380429-W)

52A, LEBUH ENGGANG,41150 KLANG,

SELANGOR DARUL EHSAN

AFFIXSTAMPHERE

Documents

TABLE OF CONTENT - Delloyd · Balance Sheet Issued And Paid Up Capital Shareholders' Funds Total Assets Per Share Data ... Cairan Kewangan kekal memberangsangkan ... Kecairan kewangan