annual report 2oo9 · kian joo can factory berhad (3186-p) lot 10, jalan perusahaan 1 68100 batu...

KIAN JOO CAN FACTORY BERHAD (3186-P)

Lot 10, Ja lan Perusahaan 168100 Batu CavesSe langor Daru l Ehsan, Malays ia

Tel +603 6189 6322

Fax +603 6189 8185

www.KJCF.net

A n n u a l R e p o r t 2 o o 9

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Five Year Financial Highlights

2005

2006

2007

2008

2009

69,432

46,948

60,941

90,241

68,491

PROFIT BEFORE TAXATION( RM’000 )

2005

2006

2007

2008

2009

933,215

961,495

950,730

1,065,127

1,173,930

TOTAL ASSETS( RM’000 )

2005

2006

2007

2008

2009

51,333

28,918

45,027

48,776

69,501

PROFIT AFTER TAXATION AND MINORITY INTEREST( RM’000 )

2005

2006

2007

2008

2009

654,957

638,420

787,216

875,527

875,601

REVENUE( RM’000 )

2009RM’000

2008RM’000

2007RM’000

2006RM’000

2005RM’000

Revenue 875,601 875,527 # 787,216 # 638,420 # 654,957

Profi t Before Taxation 68,491 90,241 # 60,941 # 46,948 # 69,432

Profi t After Taxation and Minority Interest 48,776 69,501 45,027 28,918 51,333

Dividend Rate 20% 35% 20% 20% 20%

Dividend Net 22,208 38,865 22,208 18,351 18,005

Paid-up Capital 111,042 111,042 111,042 110,862 90,709

Shareholders' Equity 818,512 691,054 659,629 623,183 598,633

Total Assets 1,173,930 1,065,127 950,730 961,495 933,215

Total Borrowings 140,759 202,067 153,131 202,970 209,658

Earning Per Share (sen) 10.98 15.65 10.14 6.59 11.92 **

Net Assets Backing Per Share + 1.84 1.56 1.49 1.41 * 1.39 **

Borrowing / Shareholders' Equity 17% 29% 23% 33% 35%

# Excluded results of Multi-Pet Sdn. Bhd. which are classifi ed under “Discontinued Operation” in the Financial Statements

* Computed based on enlarged capital after 1:5 bonus issue and 2:1 share split

** Computed based on the number of share capital which were adjusted for the proportionate change in the number as if the bonus shares were issued on 1 January 2005

+ Computed based on share capital at the year end.

Con

tent

s

Corporate Information 2

Corporate Structure 3

Profile of Directors 4

Corporate Social Responsibility 7

Statement of Corporate Governance 8

Responsibility Statement by The Board of Directors 12

Chairman’s Statement 13

Audit Committee Report 14

Other Information 17

Statement of Internal Control 18

Financial Statements 20

List of Properties 118

Analysis of Shareholdings 121

Notice of Annual General Meeting 123

Statement Accompanying Notice of Annual General Meeting 125

Proxy Form

K I A N J O O C A N F A C T O R Y B E R H A D (3186-P)2

Corporate Information

DIRECTORS

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar (Chairman/Independent Non-Executive Director)

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar (Independent Non-Executive Director)

Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah (Independent Non-Executive Director)

Dato’ See Teow Chuan (Managing Director)

Dato’ Anthony See Teow Guan (Executive Director)

See Teow Koon (Executive Director)

See Tiau Kee (Executive Director)

Rick Loh Lap Sang (Independent Non-Executive Director)

Onn Kien Hoe (Independent Non-Executive Director)

AUDIT COMMITTEE

Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah (Chairman)

Rick Loh Lap Sang

Onn Kien Hoe

REMUNERATION COMMITTEE

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar (Chairman)

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar

Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah

Rick Loh Lap Sang

NOMINATION COMMITTEE

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar (Chairman)



Rick Loh Lap Sang

SECRETARY

Chia Kwok Why (MAICSA 7005833)

AUDITORS

Ernst & Young Chartered Accountants

REGISTERED OFFICE

Lot 10 Jalan Perusahaan 1 68100 Batu Caves Selangor Darul Ehsan Tel: 03-6189 6322 Fax: 03-6189 8185

SOLICITORS

Shearn Delamore & Co. 7th Floor, Wisma Hamzah Kwong Hing 1, Leboh Ampang 50100 Kuala Lumpur

Shook Lin & Bok 20th Floor, AmBank Group Building 55, Jalan Raja Chulan 50200 Kuala Lumpur

Jublin Tan & Tey 18-1, 1st Floor Jalan Kampung Attap 50460 Kuala Lumpur

BANKERS / FINANCIAL COMPANIES / FINANCIAL INSTITUTIONS

AmInvestment Services Berhad

CIMB Bank Berhad

Citibank Berhad

HSBC Bank Malaysia Berhad

Malaysia Building Society Berhad

OCBC Bank (Malaysia) Berhad

Public Bank Berhad

REGISTRARS

Symphony Share Registrars Sdn BhdLevel 6, Symphony HouseBlock D13, Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul Ehsan Tel: 03-7841 8000 Fax: 03-7841 8008

A n n u a l R e p o r t 2 0 0 9 3

Corporate Structure

19%

81%100% Bintang Seribu Sdn. Bhd.

100% Great Asia Tin Cans Factory Company Sdn. Bhd.

100% Kian Joo Packaging Sdn. Bhd.

100% KJM Aluminium Can Sdn. Bhd.

100% Federal Metal Printing Factory Sdn. Bhd.

100% Metal-Pak (M) Sdn. Bhd.

100% KJ Can (Selangor) Sdn. Bhd.

100% KJ Can (Johore) Sdn. Bhd.

100% Kian Joo Can (Vietnam) Co., Ltd.

100% Kian Joo Canpack Sdn. Bhd.

100% Kian Joo Canpack (Shah Alam) Sdn. Bhd.

100% Multi-Pet Sdn. Bhd.

100% Indastri Kian Joo Sdn. Bhd.

100% KJO Systems Sdn. Bhd.

60% Kian Joo Canpack (Vietnam) Co., Ltd.

54.83% Box-Pak (Malaysia) Berhad

50% Kian Joo-Visypak Sdn. Bhd.

100% Box-Pak (Vietnam) Co., Ltd.

100% Box-Pak (Johore) Sdn. Bhd


Profile of Directors

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar, aged 63, a Malaysian, is the Chairman of the Company. He was appointed to the Board on 30 November 1999. He is also the Chairman of Remuneration Committee and Nomination Committee.Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar read International Politics at the University College of Wales in Aberystwyth and graduated with a Bachelor of Science degree with Honours in Economics from the same college. Tunku served in the Ministry of Foreign Affairs and was posted as the 2nd Secretary with the Malaysian Embassy in Paris. Tunku later headed Antah Holdings Berhad as its Chairman, a position held till 2007, which was vacated for a 5 year period during his tenure as the Regent of Negeri Sembilan from 1994 to 1999. Tunku was also a Council Member of the Business Council for Sustainable Development, a Geneva-based organization, Founder and Head of the Federation of Public Listed Companies, Council Member of the Canada-ASEAN Center and Committee Member of the Kuala Lumpur Stock Exchange.

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar is presently Chairman of Sino Hua-an International Berhad, Olympia Industries Berhad and sits on the Boards of Ann Joo Resources Berhad and Orix Leasing Malaysia Berhad.

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar is the brother of Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar.

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar, aged 50, a Malaysian, is an Independent Non-Executive Director of the Company. He was appointed to the Board on 1 June 1994. He is also a member of Remuneration Committee and Nomination Committee. He holds a Bachelor of Science (Honours) degree in Mathematics from Middlesex University, England.

Tunku Dato’ Seri Nadzaruddin worked with British Telecommunications in London from 1982 to 1983. In 1985, he joined ESSO Production Malaysia Inc. (EPMI) as a System Analyst until March 1988. He then left EPMI to become the General Manager of Asia-Pacific Videolab Sdn Bhd until April 1990. In May 1990, he joined Antah Holdings Berhad as Executive Assistant to the Managing Director. In December 1992, Tunku Dato’ Seri Nadzaruddin was appointed as an Executive Director of Hwang-DBS Securities Bhd (which later changed its name to Hwang-DBS Investment Bank Bhd). In September 1996, he was appointed as Director of Antah Holdings Bhd until May 2000.

On 1 June 1994, he was appointed Chairman of Box-Pak (Malaysia) Berhad, a subsidiary company of Kian Joo Can Factory Berhad. He is an Executive Director of Hwang-DBS Investment Management Berhad. He also holds directorships on Nova MSC Berhad, Hwang-DBS (Malaysia) Berhad, Hwang-DBS Investment Bank Berhad and Universal Trustee (Malaysia) Berhad and sits on the Board of Bata (M) Sdn Bhd.

Tunku Dato’ Seri Nadzaruddin is the Patron and Past President of Persatuan Broker Niaga Hadapan Malaysia (Malaysia Futures Brokers Association). He also served as Deputy President of Financial Planning Association of Malaysia (FPAM) from January 2000 until June 2004.

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar is the brother of Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar.

Y.A.M. TUNKU NAQUIYUDDIN IBNI ALMARHUM TUANKU JA’AFAR

Y.A.M. TUNKU DATO’ SERI NADZARUDDIN IBNI ALMARHUM TUANKU JA’AFAR

A n n u a l R e p o r t 2 0 0 9 5

Profile of Directors (contd.)

Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah, aged 51, a Malaysian, is an Independent Non-Executive Director. He was appointed to the Board on 24 April 1986. He is also the Chairman of Audit Committee and a member of Remuneration Committee and Nomination Committee of the Company.

Raja Dato’ Seri Ashman Shah graduated from the University of Nottingham, United Kingdom, with a B.A. in Economics in 1981. In 1982, he obtained a Postgraduate Diploma-in-Law at Westminster University, London and the following year completed the Bar at Lincoln’s Inn, London. Thereafter he obtained his Masters Degree in Law (L.L.M.) at the University of Cambridge, United Kingdom.

Raja Dato’ Seri Ashman Shah is also a Non-Executive Director of KKB Engineering Berhad. He was an Executive Director of Kanzen Berhad (formerly known as Dreamland Berhad) from 1986 to 1992.

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

Dato’ See Teow Chuan, aged 69, a Malaysian, is the Managing Director of the Company. He was appointed to the Board on 30 October 1966. He has been with Kian Joo Can Factory Berhad for more than 45 years and has acquired extensive experience and knowledge in can manufacturing and carton manufacturing business. He assumes an active role in the formulation and implementation of the corporate strategy of the Company.

He is the Executive Director of Box-Pak (Malaysia) Bhd since 1975 and also sits on the Board of several private limited companies.

Dato’ See Teow Chuan, Dato’ Anthony See Teow Guan, See Teow Koon and See Tiau Kee are brothers.

Dato’ Anthony See Teow Guan, aged 65, a Singaporean, is an Executive Director of the Company. He was appointed to the Board on 1 January 1972. He completed his Senior Cambridge education in Singapore and moved immediately to Malaysia to work with the Company.

He has over 40 years of experience in the packaging industry. In 1974, he initiated the set up of Box-Pak (Malaysia) Bhd, a subsidiary company of Kian Joo Can Factory Berhad, and serves as the Managing Director. It was listed on the Bursa Malaysia Main Board in 1996.

In 1993, he was awarded the “Manager of the Year 1992” by Harvard Business School Alumni Club of Malaysia.

He was the President of the Malaysian Tin Can Manufacturers Association (MTCMA) until June 2004. He also sits on the Board of several private limited companies.

Dato’ Anthony See Teow Guan, Dato’ See Teow Chuan, See Teow Koon and See Tiau Kee are brothers.

See Teow Koon, aged 60, a Malaysian, is an Executive Director of the Company. He was appointed to the Board on 8 October 1974.

He completed his technical studies in Singapore Institute of Technology and in 1967, he furthered his studies in Japan specializing in metal printing and can manufacturing. Subsequently in 1970 he was appointed as Factory Manager of the Company.

He has over 40 years of experience in the packaging industry in particular metal printing and can manufacturing. He is the Executive Director of Box-Pak (Malaysia) Berhad, since 1983. He also sits on the Board of several private limited companies.

See Teow Koon, Dato’ See Teow Chuan, Dato’ Anthony See Teow Guan and See Tiau Kee are brothers.

Y.A.M. RAJA DATO’SERI ASHMAN SHAHIBNI SULTAN AZLAN SHAH

DATO’ SEETEOW CHUAN

DATO’ ANTHONY SEE TEOW GUAN

SEE TEOW KOON


Profile of Directors (contd.)

See Tiau Kee, aged 55, is an Executive Director of the Company. He was appointed to the Board on 15 September 1982.

He is responsible for the Group’s policy on administration, corporate and strategic planning. He joined the Group in 1976 and has over 30 years’ experience in tin can manufacturing operations.

He is the Executive Director of Box Pak (Malaysia) Berhad since 1983 and also sits on the Board of several private limited companies.

Currently, he is the President of Malaysia Tin Can Manufacturers Association (MTCMA).

See Tiau Kee, Dato’ See Teow Chuan, Dato’ Anthony See Teow Guan and See Teow Koon are all brothers.

Rick Loh Lap Sang, aged 58, a Malaysian, was appointed to the Board on 1 January 2004. He is an Independent Non-Executive Director. He is also a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company.

He is a graduate in Accountancy and Marketing. Prior to joining the Company, he was the Managing Director of Sony Music Entertainment (M) Sdn Bhd from 1985 to 2002. From 1982 to 1985, he was the Marketing Director of Socoil/Socma Corp Bhd and from 1972 to 1982 he was the Retail Group Manager of Fitzpatricks/Food Fair Sdn Bhd.

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

Onn Kien Hoe, aged 44, a Malaysian, was appointed to the Board on 27 July 2009. He is an Independent Non-Executive Director and a member of the Audit Committee of the Company.

He completed his professional qualification with the Association of Chartered Certified Accountants in 1988, and has been in the accounting profession since then. He is also a member of the Malaysian Institute of Accountants and Malaysian Institute of Certified Public Accountants.

He is a partner of Crowe Horwath (Kuala Lumpur Office), and is in charge of Crowe Horwath’s corporate advisory department. He has served as an examiner for the Malaysian Institute of Certified Public Accountants and as a member of the Interpretation Committee of the Malaysian Accounting Standards Board.

He holds directorship in Nova MSC Berhad, M3nergy Berhad, Melewar Industrial Group Berhad and Mithril Berhad.

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

SEE TIAU KEE

RICK LOH LAP SANG

ONN KIEN HOE

(Save as disclosed, none of the Directors has any conviction of offences within the past 10 years nor has any personal interest in any business arrangement involving the Company)

A n n u a l R e p o r t 2 0 0 9 7

Corporate Social ResponsibilityAs the country’s leading packaging product producer, the Group is mindful of its responsibilities towards ensuring the development of its human capital, the welfare and betterment of society and the environment.

HUMAN CAPITAL DEvELOPMENT AND EMPLOYEE WELFARE

Throughout the years, the Group has opened its doors to students from various local universities and tertiary education centres to undergo industrial training. The year 2009 was no exception, and selected students were given the opportunity to observe, learn and be exposed to the company’s manufacturing processes.

The Group is also aware that its success depends on the ongoing development of its human capital and the need for continuous learning. Training programmes were organized to adequately equip the employees to face challenges in the dynamic business environment.

The Group continued to make an effort towards encouraging work-life balance to its employees. Various recreational activities were organized during the year by the Group’s Sports and Social Club. Among them are family days, trips to local tourist destinations, futsal and bowling tournaments and badminton competitions.

THE COMMUNITY

As a socially conscious corporate citizen, the Group continued to be involved in activities that encourage a healthy lifestyle and the strengthening of ties within the community. Among them was the Group’s annual participation as the co-sponsor of the Seremban Half Marathon 2009.

An annual blood donation drive was held to help reduce the shortage of blood supplies in the country.

THE ENvIRONMENT

As the Group is primarily involved in can manufacturing, the Group is aware of its potential impact and its role in environmental conservation. Among the highlights in this area is the innovation of a new can design that uses a lesser amount of aluminum to manufacture. This new design enables a significant reduction in usage of raw material, leading to lower carbon emissions in its manufacturing process. International recognition was given to this innovation when it was voted Best Can in the “Best Can or Alubottle” Category in the Beverage Innovation Awards 2009, held in Munich, Germany.

The Group continues to explore possible ways to reduce its waste output and to minimise its adverse effect on the environment. Proper procedures and processes are taken to treat operational waste before releasing into the environment.


Statement of Corporate GovernanceThe Board of Directors is committed in ensuring that the Group practices good Corporate Governance in line with the Malaysian Code on Corporate Governance introduced in March 2000.

A) DIRECTORS

I. The Board

Decisions are made on issues relating to strategy, performance, resources and financial matters at Board’s meetings. The executive directors have vast experience in the packaging industries and are able to lead and guide the Group. A brief profile of each director is presented on pages 4 to 6.

During the year ended 31 December 2009, 5 Board Meetings were held. The following is the record of attendance of the Board Members:

Directors No. of Meetings attended

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar(Chairman/Independent Non-Executive Director)

4/5

Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar (Independent Non-Executive Director)

5/5

Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah(Independent Non-Executive Director)

5/5

Dato’ See Teow Chuan(Managing Director)

5/5

Dato’ Anthony See Teow Guan (Executive Director)

5/5

See Teow Koon(Executive Director)

5/5

See Tiau Kee(Executive Director)

3/5

Rick Loh Lap Sang(Independent Non-Executive Director)

5/5

Charles Tan Poh Tei – retired on 28.4.2009(Independent Non-Executive Director)

1/1

Onn Kien Hoe – appointed on 27.7.2009(Independent Non-executive Director)

2/2

In the intervals between Board meetings, decisions are made in the monthly management meetings held together with the operating heads and the executive directors.

The Board is assisted by the following Board Committees:

1. Executive Committee

The Executive Committee (Exco) comprising of the Executive Directors and the Group Financial Controller assumes some of the responsibilities and functions of the Board, oversees the running of the Group and the implementation of the Board’s decisions and policies.

2. Audit Committee

The Audit Committee was established on 30 June 1994. Please refer to the Audit Committee Report on page 14.

A n n u a l R e p o r t 2 0 0 9 9

Statement of Corporate Governance (contd.)

A) DIRECTORS (CONTD.)

I. The Board (contd.)

3. Remuneration Committee

The Remuneration Committee was established on 19 November 2001 whose members are all independent non-executive directors.

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar (Chairman) Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah Rick Loh Lap Sang

The Remuneration Committee shall recommend for the Board’s approval, the Executive Director’s remuneration package and to evaluate the effectiveness of the contributions made by each member of the Board.

Directors’ fees are determined by the Board and are based on standard fixed fee and are subject to the approval of shareholders at the Annual General Meeting.

Details of the number of Executive and Non-Executive Directors in remuneration bands of RM50,000 for the year ended 31 December 2009 are disclosed in the Statutory Accounts as Note 31 of the Notes to the Financial Statements.

4. Nomination Committee

The Nomination Committee was set up on 26 February 2003 to formalize procedures for appointments to the Board. All decisions on appointments are made by the Board after considering the recommendations of the Nomination Committee.

The Nomination Committee met thrice (3) during the financial year.

The Nomination Committee currently comprises the following members who are all independent non-executive directors:

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja’afar (Chairman) Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah Rick Loh Lap Sang

II. Board Balance

The Board currently has 9 members, comprising 5 Non-Executive Directors and 4 Executive Directors. Out of the 9 Directors, 5 are Independent Directors which is in compliance with Para 15.02 of the Main Market Listing Requirements of BMSB.

The Chairman holds a Non-Executive position and is primarily responsible for matters pertaining to the Board and overall conduct of the Group.

III. Re-election

The Articles provide that at least one third of the remaining Directors, save for the Managing Director, be subject to re-election by rotation at each Annual General Meeting. In compliance with the Main Market Listing Requirements of BMSB which came into force in 2001, the Managing Director will now also be required to submit himself for re-election by rotation. The amended Articles of Association which was approved by the shareholders at an Extra Ordinary General Meeting held on 31 January 2002 provides for all Directors to submit themselves for re-election at least once every 3 years.


A) DIRECTORS (CONTD.)

Iv. Directors’ Training

All the directors have completed Bursa Malaysia’s Mandatory Accreditation Programme. During the financial year, the Directors have attended various training programmes and seminars to keep abreast with developments on a continuous basis in compliance with para 15.09 of the Bursa Malaysia’s Main Market Listing Requirements, the details of which are set below:

Name of Director Courses/Seminars/ Workshops/Conferences Organiser Date

Y.A.M.Tunku Naquiyuddin Ibni AlmarhumTuanku Ja’afar

Vision 2020-Is it a mission possible? 1Malaysia-Is it the driving force

AsiaPacific Brands

Foundation

30/06/2009

Adapting: How complex problems are really solved?

Sime Darby Bhd

11/08/2009

Main Market Listing Requirements of Bursa Malaysia Securities Bhd

Bursa Malaysia 25/08/2009

Sustainable Development- Walking the Talk Sime Darby Bhd

23/11/2009


Interest Rate Risk Management Hwang DBS 24/02/2009


Imbued with Integrity, Endowed with Ethics: Foundation for Managing Malaysia through Enlightened, Value-driven Leadership

Malaysian Institute of

Management

18/08/2009

Malaysia International Islamic Financial Centre (MIFC) Road Show to Qatar & Bahrain

Bank Negara Malaysia

10/10 to 16/10/09

Beyond the Global Crisis: A New Asian Growth Model?

Bank Negara Malaysia

18/10 to 20/10/09

The Changing Role of an Independent Judiciary University Malaya

15/12/2009

Dato’ See Teow Chuan Cannex Asia Pacific 2009, Guang Zhou Cannex 8/6 to 10/6/09

Dato’ Anthony SeeCannex Asia Pacific 2009, Guang Zhou Cannex 8/6 to 10/6/09Talks on Corporate Governance Bursa Malaysia 24/08/2009

See Teow Koon

World of Food Asia 2009 Thaifex 13/5 to 17/5/09Cannex Asia Pacific 2009, Guang Zhou Cannex 8/6 to 10/6/09Talks on Corporate Governance Bursa Malaysia 24/08/2009

See Tiau KeeCannex Asia Pacific 2009, Guang Zhou Cannex 8/6 to 10/6/09Warren Buffett- Corporate Governance M’sian Alliance 20/08/2009

Rick Loh Lap Sang Warren Buffett- Corporate Governance M’sian Alliance 20/08/2009

Onn Kien Hoe

MASB Conference-Accounting Challenges in Turbulent Times

MASB 29/04/2009

Speaker- Impact of IFRS on Corporate Finance Horwath 22/05/2009Speaker- Essential Accounting for Listing Bursa Malaysia 11/06/2009National Tax Conference 2009 CTIM 4/8 -5/8/09Speaker- IPO Horwath 13/08/2009Speaker- FRS Event @ Prince Hotel Horwath 09/10/2009


A n n u a l R e p o r t 2 0 0 9 11


B) INvESTORS RELATIONS AND SHAREHOLDER COMMUNICATION

To ensure that the shareholders and investors are well informed of the Group, information is available to shareholders and investors through various disclosures and announcements made to the Bursa Malaysia Securities Berhad which includes the quarterly financial results, Annual Reports and where appropriate, Circulars and press releases. The quarterly results can be assessed through the BMSB website at http://announcements.bursamalaysia.com.my.

Key management personnel also hold discussion with analysts to provide information on the Group’s strategy, performance

and major developments. A press briefing, attended by the Chairman, is also held after each Annual General Meeting.

Shareholders and the public can also access information on the Group’s background, products and financial performance through the website at www.kianjoocan.com.my.

C) ACCOUNTABILITY AND AUDIT

I. Financial Reporting

The Board takes responsibility for presenting a balanced and understandable assessment of the Group’s operations and prospects each time it releases its quarterly and annual financial statements to shareholders. The Audit Committee reviews the information to be disclosed to ensure its accuracy and adequacy.

A statement by Directors of their responsibilities in preparing the financial statements is set out on page 12 of this Annual Report.

II. Internal Controls

The Directors recognize their responsibility for the Group’s system of internal controls and the need to review its effectiveness regularly in order to safeguard the Group’s assets and therefore shareholders’ investments in the Group. Since certain risks and threats are externally driven, unforeseen and beyond the Group’s control, the system can only provide reasonable assurance against misstatement or loss.

III. Relationship With Auditors

Ernst & Young, the external auditors report to the Audit Committee with respect to their audit on each year’s statutory financial statements on matters that require their attention. The annual reappointment of auditors is by shareholders, via an ordinary resolution at every Annual General Meeting.

At least twice a year, the Audit Committee will have a separate session with the external auditors without the presence of the Executive Directors and management.

D) COMPLIANCE WITH THE CODE

The Group has substantially complied with the Principles and Best Practices of the Code except as disclosed below:

I. Nomination of a Senior Independent Non-Executive Director

The Board does not consider it necessary to nominate a recognized Senior Independent Non-Executive Director given the separation of the roles of Chairman who is a Non-Executive Director and the Managing Director.

II. Details of Each Director’s Remuneration

The Board is of the view that the transparency and accountability aspects applicable to Directors’ Remuneration are appropriately served by the ‘band disclosure of RM50,000’ as set out under Note 31 of the Notes to the Financial Statements, which complies with the disclosure requirements under the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements.


Directors are legally responsible to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results of the Group and of the Company for the financial year then ended.

In preparing those financial statements, the directors have:

• usedappropriateaccountingpoliciesandappliedthemconsistently;

• madejudgementsandestimatesthatarereasonableandprudent;

• stated whether applicable accounting standards have been followed, subject to any material departures disclosed andexplained in the financial statements.

The Directors are responsible for ensuring that proper accounting records are kept and which disclose with reasonable accuracy the financial position of the Group and of the Company and to enable them to ensure that the financial statements comply with the Companies Act, 1965. They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and of the Company, to prevent and detect fraud and other irregularities.

Responsibility Statementby The Board of Directors

A n n u a l R e p o r t 2 0 0 9 13

Chairman StatementOn behalf of the Board of Directors of Kian Joo Can Factory Berhad, I am pleased to present the Annual Report and Audited Financial Statement of the Group and the Company for the year ended 31st December 2009.

FINANCIAL RESULTS

The Group’s audited results for 2009 showed a profit before tax of RM68.491 million and revenue of RM875.601 million. The previous revenue for 2008 was RM875.527 million and profit before tax of RM90.241 million. The profit after tax before minority interest for year was RM48.776 million. The lower profit before tax was mainly due to the loss on revaluation of property, plant and equipment of RM14.379 million.

REvIEW OF OPERATIONS

On 18th March 2009, Kian Joo Canpack (Vietnam) Co. Ltd., (the joint venture company with Nihon Canpack Co. Ltd., Japan and Kian Joo Can Factory Berhad) commenced business operation. Due to the testing for co-packing operation by customers which required test packs to be conducted, no significant revenue was generated in 2009. The company is not expected to contribute positively until 2012.

CORPORATE DEvELOPMENT

The Group carried out a revaluation exercise in 2009 to determine the true value of its properties as the properties were last valued in 1990. CB Richard Ellis (Malaysia) Sdn. Bhd. (formerly known as Regroup Associates Sdn. Bhd.) was appointed to conduct the revaluation resulting in a net revaluation surplus of RM117.479 million being taken into the book. This subsequently increases the net tangible assets (NTA) per share from RM1.56 to RM1.84 per share.

DIvIDENDS

The Board recommended a 10% less tax of 25% final dividend for approval of shareholders at the Annual General Meeting to be held on 29 April 2010. Together with interim tax exempt dividend of 10% paid on 18 September 2009, the total dividend declared for the financial year ended 31st December 2009 would be 20%.

PROSPECT

It is expected the current year results will be satisfactory, as the impending increase in raw material prices and shortages may create some concern.

APPRECIATION

On behalf of the Board, I would like to thank the management and staff for their dedication and commitment shown in the performance of their duties during the year. In addition, I would like to express our since gratitude to our customers, suppliers, business associates, shareholders and bankers for their continued support and loyalty.


Audit Committee Report

MEMBERSHIPS AND MEETINGS

The Audit Committee comprises the following directors, all of whom are independent non-executive directors. There were 4 meetings held during the year ended 31 December 2009 and the records of their attendance are as follows:

Membership No. of meetings attended

Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah (Chairman) 4/4

Rick Loh Lap Sang 4/4

Charles Tan Poh Tei - retired on 28.4.2009 1/1

Onn Kien Hoe - appointed on 27.7.2009 2/2

TERMS OF REFERENCE

Composition of Audit Committee

The Committee shall be appointed by the Board from its members and shall consist of not less than 3 members of whom a majority shall be independent directors. The Committee shall elect a chairperson from among its members who is not an executive director or employee of the company or any related company.

In this respect, the Board adopts the definition of “independent director” as defined under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

At least one member of the Audit Committee must be:

a) amemberoftheMalaysianInstituteofAccountants(“MIA”);or

b) if he is not a member of the MIA, he must have at least 3 years of working experience and:

i) hemusthavepassedtheexaminationsspecifiedinPartIofthe1stScheduleoftheAccountantsAct1967;or

ii) he must be a member of one of the associations of the accountants specified in Part II of the First Schedule of the AccountantsAct1967;or

c) fulfils such other requirements as prescribed by Bursa Malaysia Securities Berhad.

In the event that a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the Board of Directors shall, within 3 months of that event, appoint such number of new members as may be required to make up the minimum number of 3 members.

Terms of Membership

Members of the Committee shall be appointed for an initial term of 3 years after which they will be eligible for reappointment.

Meetings

The Committee shall meet at least three times a year. In addition, the chairperson shall convene a meeting of the Committee if requested to do so by any members, the management or the internal or external auditors to consider any matters within the scope and responsibilities of the Committee.

The minutes of the meetings of the Audit Committee shall be tabled at Board Meetings to inform the Board of the activities of the Audit Committee.

Attendance at Meetings

The group financial controller, the head of internal audit, and a representative of the external auditors shall normally attend meetings. However, the Committee may invite any person to be in attendance to assist in its deliberations.

A n n u a l R e p o r t 2 0 0 9 15

Secretary to Audit Committee

The company secretary shall be the secretary of the Committee and shall be responsible for drawing up the agenda in consultation with the chairperson. The agenda together with relevant explanatory papers and documents shall be circulated to committee members prior to each meeting. The secretary shall be responsible for keeping the minutes of the meeting of the Committee, circulating them to committee members and for ensuring compliance with the Main Market Listing requirements of BMSB.

Quorum

A quorum shall consist of a majority of Committee members who are non-executive directors.

Authority

The Committee is authorized by the Board to investigate any activity within its terms of reference. It has free access to all information and documents it requires for the purpose of discharging its functions and responsibilities. The Audit Committee is also authorized to obtain outside legal or other independent professional advice as it considers necessary.

Duties and Responsibilities

The duties and responsibilities of the Audit Committee shall be:

a) To review the group’s quarterly and annual financial statements before submission to the Board. The review shall focus on:

- any changes in accounting policies and practices- major judgmental areas- significant audit adjustments from the external auditors- the going concern assumption- compliance with accounting standards- compliance with stock exchange and legal requirements.

b) To review with the external auditors their plan, scope and nature of audit for the group.

c) To assess the adequacy and effectiveness of the systems of internal control and accounting control procedures of the group by reviewing the external auditors’ management letters and management response.

d) To hear from the external auditors problems and reservations arising from their interim and final audits.

e) To review the internal audit plan, consider the major findings of internal audit, fraud investigations and actions and steps taken by management in response to audit findings.

f) To review any related party transactions that may arise within the group.

g) To consider the appointment of the external auditors, the terms of reference of their appointment, and any question of resignation or dismissal.

h) To undertake such other responsibilities as may be agreed to by the Committee and the Board.

i) To review any appraisal or assessment of the senior staff members of the Internal Audit Department, approve any appointment or termination of senior staff members of the department, and to inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his/her reasons for resigning.

j) To report to the Board its activities, significant results and findings.

Audit Committee Report (contd.)


Audit Committee Report (contd.)

SUMMARY OF ACTIvITIES OF THE INTERNAL AUDIT FUNCTION AND THE AUDIT COMMITTEE DURING THE YEAR ENDED 31 DECEMBER 2009

Internal Audit Function

The Group has an internal audit department with the principal responsibility to undertake regular and systematic reviews of the systems of internal controls to provide reasonable assurance that such systems continue to operate effectively and efficiently.

In attaining such objectives, the following activities were carried out by Internal Audit Department in 2009:

• Conducted periodic checks to determine the extent of compliance with established policies, procedures and statutoryrequirements.

• Carriedoutad-hocinvestigationsandspecialreviewsrequestedbymanagement.

• Recommendedimprovementstotheexistingsystemsofcontrolsbywayofissuingauditreportstotheappropriatelevelofmanagement for corrective actions and improvements to be taken.

• Takingcorrectiveactionstocontinuouslyimproveonthecontrols,processesandoperationsoftheGroupbasedonfeedbackfrom management and recommendations from external auditor.

• Coordinatingandconductingcross-auditingamongthesubsidiariesandbeingpartoftheInternalQualityAuditTeam.

The total cost incurred by the Internal Audit Department for the financial year ended 31 December 2009 amounted to RM252,871.

Summary of Activities of the Audit Committee

During the year ended 31 December 2009, the Audit Committee performed its duties as set out in its terms of reference.

The main activities undertaken by the Audit Committee are as follows:-

• Reviewedwiththeexternalauditorstheirscopeofworkandauditplanfortheyear.

• Reviewedtheresultsoftheexternalaudit,theauditreportandthemanagementletter,includingmanagement’sresponse.

• Reviewedtheinternalauditdepartment’sresourcesrequirements,programandplanfortheyear.

• Reviewedtheinternalauditreportsandactionstakenbythemanagementtoimproveontheinternalcontrolssystembasedon internal audit findings.

• Reviewed the annual report and audited financial statement of the Group before submission to the Board for theirconsideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable accounting standards approved by MASB.

• ReviewedthequarterlyunauditedfinancialresultannouncementsbeforerecommendingthemforBoard’sapproval.Thereview and discussions were conducted with the Group Financial Controller.

• ReviewedtheGroup’scompliancewiththeMainMarketListingRequirementsofBMSB,MASBandotherrelevantlegalandregulatory requirements.

• ReviewedthesignificantrelatedpartytransactionsenteredintobytheGroup.

• Reviewed the extent of the Group’s compliance with the provisions set out under the Malaysian Code on CorporateGovernance for the purpose of the Corporate Governance Statements pursuant to the Main Market Listing Requirements of BMSB.

A n n u a l R e p o r t 2 0 0 9 17

Family Relationship

Dato’ See Teow Chuan, Dato’ Anthony See Teow Guan, See Teow Koon and See Tiau Kee are siblings.

Share Buybacks

During the financial year, the Company did not enter into any share buyback transactions.

Imposition of Sanctions and Penalties

There were no sanctions or penalties imposed on the Company and its subsidiaries, directors or management by the relevant regulatory bodies during the financial year.

Non-Audit fees

The amount of non-audit fees paid to the external auditors by the Group and the Company for the financial year ended 31 December 2009 amounted to RM25,500 (2008-RM5,000) and RM25,500 (2008-RM5,000) respectively.

Material Contracts

There were no material contracts involving Directors’ or major shareholders’ interests that are still subsisting at the end of financial year or since then.

For information on recurrent related party transactions of revenue nature, please refer to Note 35 of the Notes to the Financial Statements.

Options, Warrants or Convertible Securities

The Company has not issued any options, warrants or convertible securities during the financial year apart from the Employees’ Share Option Scheme.

variance From Unaudited Results Announced

During the financial year, there were no significant variances noted between the reported results and the unaudited results announced.

Profit Estimate, Forecast or Projection

During the financial year, the Company has not made any profit estimate, forecast or projection.

Profit Guarantee

During the financial year, there were no profit guarantees given by the Company.

Revaluation Policy on Landed Properties

The Group adopted the revaluation model under FRS 116: Property, Plant and Equipment during the financial year.

Utilisation of Proceeds

There were no proceeds arising from the corporate exercises during the financial year.

Other Information

required by the main market listing requirements of Bursa Malaysia Securities Berhad


Statement of Internal ControlPursuant to paragraph 15.27(b) of the Bursa Malaysia Securities Berhad (“Bursa Malaysia”) Main Market Listing Requirements, the Board of Directors (“the Board”) of Kian Joo Can Factory Bhd (“the Company”) is pleased to provide the following statement on the state of internal control of the Company and its subsidiaries (“the Group”), which has been prepared in accordance with the “Statement on Internal Control: Guidance for Directors of Public Listed Companies” issued by the Institute of Internal Auditors Malaysia and as adopted by the Bursa Malaysia.

RESPONSIBILITIES FOR INTERNAL CONTROL

The Board acknowledges its responsibility for maintaining an effective and sound system of internal control throughout the Group and for reviewing its adequacy and integrity in order to safeguard the Group’s assets and shareholders’ investments. The review of the effectiveness of the system of internal control is a continuous process designed to monitor and mitigate the effects rather than to eliminate risks of failure to achieve business objectives. In pursuing these objectives, internal controls can only provide reasonable and not absolute assurance against material misstatement, fraud or losses. It should also be recognised that the cost of control procedures should not outweigh or exceed the benefits to be expected to arise from such control procedures.

KEY ELEMENTS OF INTERNAL CONTROL

Key elements of internal control that the Board has established in reviewing the adequacy and integrity of the system of internal control are as follows:

ORGANISATION STRUCTURE AND RESPONSIBILITY LEvELS

The Group has placed competent and responsible personnel to oversee the Group’s operating functions. The Group has defined clear lines of accountability and delegation of authority that sets out decisions that need to be taken including matters that require Board approval. Key personnel including executive directors are actively involved in the daily operations.

AUDIT COMMITTEE AND INTERNAL AUDIT

The Audit Committee was established with a view to assist and to provide the Board added focus in discharging the Board’s duties. The key processes undertaken by the Audit Committee in carrying out its review include operations reviews, review external and internal audit reports and regular review of internal control.

The Audit Committee also ensures there are continuous efforts by management to address and resolve areas with control weaknesses. Reports on findings of the internal audit visits are presented to the Audit Committee. These, together with the External Auditors’ reports provide reasonable assurance that control procedures are in place, and being followed.

Regular internal audits are carried out to review the adequacy and integrity of the internal control system based on audit plan reviewed and approved by the Audit Committee. The internal audit department advises on areas for improvement and conducts follow-up reviews to determine the extent to which its recommendation has been implemented.

RISK MANAGEMENT

The Group’s operations involve management of a wide range of risks. The Board is responsible for identifying business risks and in ensuring the implementation of appropriate systems to manage these risks. In doing so, the Board, through the Audit Committee and the internal audit function, reviews the adequacy and integrity of the Group’s internal control system including compliance with applicable laws, regulations, rules, directives and guidelines.

A n n u a l R e p o r t 2 0 0 9 19

Statement of Internal Control (contd.)

REPORTING AND REvIEW

There is a monthly management reporting mechanism to monitor and review the financial results for the Group. The executive directors meet with the senior management monthly to discuss and resolve operational and key management issues. Meetings are conducted in the presence of an executive director/senior management to address on issues identified during SIRIM, LLOYD’s , BSI’s surveillance audits and the Internal Quality Audits.

Management Review Meetings are conducted at least once every year to review action plans to ensure its continual suitability, adequacy and effectiveness including opportunities and changes, if any, to be made to its Quality Management System including Quality Policy and Objectives.

OTHER ACTIvITIES

The Company together with its three (3) subsidiaries and one (1) associated company were accredited by SIRIM of Malaysia. Four (4) other subsidiaries were accredited by LLOYD’S of United Kingdom with one(1) subsidiary accredited by BSI of United Kingdom while two other subsidiaries were accredited by the accreditation bodies in Vietnam. The accreditations are in respect of having implemented a Quality Management System conforming to ISO 9001: 2000. One other subsidiary has been awarded the ISO 22000:2005 for having conform to the requirements of Food Safety Management System Standard while another subsidiary has been awarded HACCP certification pertaining to Food Safety. The Quality Management System lays down procedures in performing key processes with the aim of achieving and maintaining, consistently high quality products. Internal Quality Audits are conducted regularly on the Quality Management System and surveillance audits are carried out by SIRIM, LLOYD’S and BSI once a year to ensure that the procedures laid down in the Quality Management System have been complied. Issues identified during the audits are documented and corrective actions taken accordingly.

REvIEW OF THIS STATEMENT BY ExTERNAL AUDITORS

Pursuant to paragraph 15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the external auditors have reviewed this Statement for inclusion in the Annual Report for the year ended 31 December 2009 and reported to the Board that nothing has come to their attention that causes them to believe that this statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal controls.

CONCLUSION

The Board is satisfied that, during the year under review, there is a continuos process in identifying, evaluating and managing significant risks faced by the Group. The Board is of the opinion that the existing system of internal control is adequate to achieve the above objectives.

The Board recognises the importance of operating a system of internal control that supports the business objectives of the Group. As the Group operates in a dynamic business environment, and continues to grow and evolve, the Board will continuously assess the adequacy of the Group’s system of internal control and will take steps to enhance the system, as and when necessary.

Fina

ncia

l Sta

tem

ents

Directors’ Report 21

Statement by Directors 28

Statutory Declaration 28

Independent Auditors’ Report 29

Balance Sheets 32

Income Statements 34

Consolidated Statement of Changes in Equity 36

Statement of Changes in Equity 38

Consolidated Cash Flow Statement 39

Cash Flow Statement 41

Notes to the Financial Statements 43

A n n u a l R e p o r t 2 0 0 9 21

Directors’ Report

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Kian Joo Can Factory Berhad(Incorporated in Malaysia)

Directors' report

Principal activities

Results

Group CompanyRM'000 RM'000

Profit for the year from continuing operations 54,025 54,062 Loss for the year from discontinued operation - - Profit for the year 54,025 54,062

Attributable to:-Equity holders of the Company 48,776 54,062 Minority interests 5,249 -

54,025 54,062

The directors have pleasure in presenting their report together with the audited financialstatements of the Group and of the Company for the financial year ended 31 December 2009.

The principal activities of the Company are the manufacture and distribution of tin cans andinvestment holding.

There were no material transfers to or from reserves or provisions during the financial yearother than as disclosed in the statements of changes in equity.

The principal activities of the subsidiaries include the manufacture and distribution of tin cans,2-piece aluminium beverage cans and corrugated fibreboard cartons, letting of property,provision of contract packing and engineering services.

In the opinion of the directors, the results of the operations of the Group and of the Companyduring the financial year were not substantially affected by any item, transaction or event of amaterial and unusual nature.

There have been no significant changes in the nature of these activities during the financialyear.

1


Directors’ Report (contd.)

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Dividends

RM'000

In respect of the financial year ended 31 December 2009:-

Interim tax exempt dividend of 10%, paid on September 2009

In respect of the financial year ended 31 December 2008:-

Final tax exempt dividend of 10%, paid on 28 May 2009 11,104

Directors

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja'afarY.A.M. Tunku Dato' Seri Nadzaruddin Ibni Almarhum Tuanku Ja'afarY.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan ShahDato' See Teow ChuanDato' Anthony See Teow GuanSee Teow KoonSee Tiau KeeRick Loh Lap SangCharles Tan Poh Tei (Retired on 28 April 2009)Onn Kien Hoe (Appointed on 27 July 2009)

At the forthcoming Annual General Meeting, a final dividend of 10% less tax of 25% on444,167,786 ordinary shares, amounting to a dividend payable of RM8,328,146 (1.88 sen pershare) in respect of the financial year ended 31 December 2009, will be proposed forshareholders’ approval. The financial statements for the current financial year do not reflect thisproposed dividend. Such dividend, if approved by the shareholders, will be accounted for inshareholders’ equity as an appropriation of retained earnings in the financial year ending 31December 2010.

The amount of dividends paid by the Company since 31 December 2008 were as follows:-

Please refer to Note 30 to the financial statements for details of the dividends paid.

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

2

18 11,104

A n n u a l R e p o r t 2 0 0 9 23

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Directors (contd.)

Directors' benefits

Seri Nadzaruddin Ibni Almarhum Tuanku Ja'afar and Rick Loh Lap Sang retire by rotation, andbeing eligible, offer themselves for re-election.

Neither at the end of the financial year, nor at any time during that year, did there subsist anyarrangement to which the Company was a party, whereby the directors might acquire benefitsby means of the acquisition of shares in or debentures of the Company or any other bodycorporate.

Since the end of the previous financial year, no director has received or become entitled toreceive a benefit (other than benefits included in the aggregate amount of emolumentsreceived or due and receivable by the directors as shown in Note 27 and Note 31 to thefinancial statements or the fixed salary of a full-time employee of the Company) by reason of acontract made by the Company or a related corporation with any director or with a firm of whichthe director is a member, or with a company in which the director has a substantial financialinterest, except as disclosed in Note 35 to the financial statements.

In accordance with Article 112 of the Company's Articles of Assocation, Onn Kien Hoe retiresby rotation and being eligible, offers himself for re-election.

3

In accordance with Article 108 of the Company's Articles of Association, Y.A.M. Tunku Dato'




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Kian Joo Can Factory Berhad (Incorporated in Malaysia)

Directors' interests

Number of ordinary shares of RM0.25 eachBalance at Balance at01.01.2009 Acquired Sold 31.12.2009

The Company

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja'afar 323,100 - - 323,100

* 2,479,900 1,269,000 (3,748,900) * -

Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Almarhum Tuanku Ja'afar 360,000 - - 360,000

* 503,707 - - * 503,707

Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah 1,795,516 - - 1,795,516

Dato' See Teow Chuan 13,184,823 - - 13,184,823 # 2,498,280 853,200 - # 3,351,480 * 153,868,617 - - * 153,868,617

Dato' Anthony See Teow Guan 3,806,792 - - 3,806,792

# 1,717,550 - (950,700) # 766,850 * 153,868,617 - - * 153,868,617

See Teow Koon 1,496,678 - - 1,496,678 # 415,692 - - # 415,692 * 153,868,617 - - * 153,868,617

See Tiau Kee 1,440,000 - - 1,440,000 # 29,000 50,000 - # 79,000 * 153,868,617 - - * 153,868,617

According to the register of directors' shareholdings, the interests of directors in office at the endof the financial year in shares in the Company and its related corporations during the financialyear were as follows:-

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A n n u a l R e p o r t 2 0 0 9 25

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Directors' interests (contd.)

SubsidiaryBox-Pak (Malaysia) Berhad

Number of ordinary shares of RM1.00 eachBalance at Balance at01.01.2009 Acquired Sold 31.12.2009

Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Ja'afar 2,223,300 - - 2,223,300

Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Almarhum Tuanku Ja'afar 2,329,500 - - 2,329,500

Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah 15,000 - - 15,000

Dato' See Teow Chuan 220,500 - - 220,500 # 121,900 12,000 # 133,900 * 32,910,000 - - * 32,910,000

Dato' Anthony See Teow Guan 85,500 - - 85,500

# 42,000 - - # 42,000 * 32,910,000 3,000 - * 32,913,000

See Teow Koon * 32,910,000 - - * 32,910,000

See Tiau Kee * 32,910,000 - - * 32,910,000

* Denotes deemed interest# Interest in shares held by spouses and children

Dato' See Teow Chuan, Dato' Anthony See Teow Guan, See Teow Koon and See Tiau Kee aredeemed to have interest in shares of all the subsidiary companies to the extent the Companyhas an interest by virtue of their interests in the Company as disclosed above.

Except for the above, none of the other directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during the financial year.

5




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Other statutory information

(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

(d)

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

(i)

(ii)

to ascertain that proper action had been taken in relation to the writing off of baddebts and the making of provision for doubtful debts and satisfied themselves thatthere were no known bad debts and that adequate provision had been made fordoubtful debts; and

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

Before the balance sheets and income statements of the Group and of the Company weremade out, the directors took reasonable steps:-

the values attributed to the current assets in the financial statements of the Groupand of the Company misleading.

At the date of this report, the directors are not aware of any circumstances which havearisen which would render adherence to the existing method of valuation of assets orliabilities of the Group and of the Company misleading or inappropriate.

At the date of this report, the directors are not aware of any circumstances not otherwisedealt with in this report or financial statements of the Group and of the Company whichwould render any amount stated in the financial statements misleading.

any charge on the assets of the Group or of the Company which has arisen since theend of the financial year which secures the liabilities of any other person; or

any contingent liability of the Group or of the Company which has arisen since theend of the financial year.

At the date of this report, the directors are not aware of any circumstances which wouldrender:-

it necessary to write off any bad debts or the amount of the provision for doubtfuldebts inadequate to any substantial extent; and

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A n n u a l R e p o r t 2 0 0 9 27

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Other statutory information (contd.)

(f) In the opinion of the directors:-

(i)

(ii)

Auditors

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

Dato' See Teow Chuan Dato' Anthony See Teow Guan

no contingent or other liability has become enforceable or is likely to becomeenforceable within the period of twelve months after the end of the financial yearwhich will or may affect the ability of the Group or of the Company to meet theirobligations when they fall due; and

no item, transaction or event of a material and unusual nature has arisen in theinterval between the end of the financial year and the date of this report which is likelyto affect substantially the results of the operations of the Group or of the Company forthe financial year in which this report is made.

Signed on behalf of the Board in accordance with a resolution of the directors dated 24February 2010.

7


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


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

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


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

Subscribed and solemnly declared bythe abovenamed See Siew Chooat Kuala Lumpur in the Federal Territory on 24 February 2010 See Siew Choo

Before me,

We, Dato' See Teow Chuan and Dato' Anthony See Teow Guan, being two of the directors ofKian Joo Can Factory Berhad, do hereby state that, in the opinion of the directors, theaccompanying financial statements set out on pages 32 to 11 are drawn up in accordancewith the provisions of the Companies Act, 1965 and Financial Reporting Standards in Malaysiaso as to give a true and fair view of the financial position of the Group and of the Company asat 31 December 2009 and of the results and the cash flows of the Group and of the Companyfor the year then ended.

I, See Siew Choo, being the officer primarily responsible for the financial management of KianJoo Can Factory Berhad, do solemnly and sincerely declare that the accompanying financialstatements set out on pages 32 to 11 are in my opinion correct, and I make this solemndeclaration conscientiously believing the same to be true and by virtue of the provisions of theStatutory Declarations Act, 1960.


8

TAN BOON CHUA(No. W325)Commissioner for OathsKuala Lumpur

7

7

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


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

Subscribed and solemnly declared bythe abovenamed See Siew Chooat Kuala Lumpur in the Federal Territory on 24 February 2010 See Siew Choo

Before me,

We, Dato' See Teow Chuan and Dato' Anthony See Teow Guan, being two of the directors ofKian Joo Can Factory Berhad, do hereby state that, in the opinion of the directors, theaccompanying financial statements set out on pages 32 to 11 are drawn up in accordancewith the provisions of the Companies Act, 1965 and Financial Reporting Standards in Malaysiaso as to give a true and fair view of the financial position of the Group and of the Company asat 31 December 2009 and of the results and the cash flows of the Group and of the Companyfor the year then ended.

I, See Siew Choo, being the officer primarily responsible for the financial management of KianJoo Can Factory Berhad, do solemnly and sincerely declare that the accompanying financialstatements set out on pages 32 to 11 are in my opinion correct, and I make this solemndeclaration conscientiously believing the same to be true and by virtue of the provisions of theStatutory Declarations Act, 1960.


8

TAN BOON CHUA(No. W325)Commissioner for OathsKuala Lumpur

7

7

A n n u a l R e p o r t 2 0 0 9 29

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Independent auditors’ report to the members of Kian Joo Can Factory Berhad(Incorporated in Malaysia)

Report on the financial statements

Directors’ responsibility for the financial statements

We have audited the financial statements of Kian Joo Can Factory Berhad, which comprise thebalance sheets as at 31 December 2009 of the Group and of the Company, and the incomestatements, statements of changes in equity and cash flow statements of the Group and of theCompany for the year then ended, and a summary of significant accounting policies and otherexplanatory notes, as set out on pages 32 to 11 .

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

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with approved standards on auditing in Malaysia.Those standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on our judgement,including the assessment of risks of material misstatement of the financial statements,whether due to fraud or error. In making those risk assessments, we consider internal controlrelevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on the effectiveness of the Company’s internal control. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of accounting estimates made by the directors, as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.

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7

Independent Auditors’ Report


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Independent auditors’ report to the members of Kian Joo Can Factory Berhad (contd.)(Incorporated in Malaysia)

Report on the financial statements (contd.)

Opinion

Report on other legal and regulatory requirements

(a)

(b)

(c)

(d)

In our opinion, the accounting and other records and the registers required by the Act tobe kept by the Company and its subsidiaries of which we have acted as auditors havebeen properly kept in accordance with the provisions of the Act.

We have considered the financial statements and the auditors’ reports of all thesubsidiaries of which we have not acted as auditors, which are indicated in Note 36 to thefinancial statements, being financial statements that have been included in theconsolidated financial statements.

In our opinion, the financial statements have been properly drawn up in accordance withFinancial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a trueand fair view of the financial position of the Group and of the Company as at 31 December2009 and of their financial performance and cash flows for the year then ended.

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also reportthe following:

We are satisfied that the financial statements of the subsidiaries that have beenconsolidated with the financial statements of the Company are in form and contentappropriate and proper for the purposes of the preparation of the consolidated financialstatements and we have received satisfactory information and explanations required by usfor those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject toany qualification and did not include any comment required to be made under Section174(3) of the Act.

10

Independent Auditors’ Report (contd.)

A n n u a l R e p o r t 2 0 0 9 31

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Independent auditors’ report to the members of Kian Joo Can Factory Berhad (contd.)(Incorporated in Malaysia)

Other matters

Ernst & Young Kua Choo KaiAF: 0039 No. 2030/03/10(J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia24 February 2010

This report is made solely to the members of the Company, as a body, in accordance withSection 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do notassume responsibility to any other person for the content of this report.

11

Independent Auditors’ Report (contd.)


Balance Sheetsas at 31 December 2009

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Balance sheets as at 31 December 2009

2009 2008 2009 2008Note RM'000 RM'000 RM'000 RM'000

(Restated) (Restated)

AssetsNon-current assetsProperty, plant and equipment 3 603,448 472,808 168,472 109,541 Prepaid land lease payments 4 9,535 8,833 155 159 Investment properties 5 24,028 24,482 16,735 16,945 Intangible asset 6 419 669 320 311 Investment in subsidiary

companies 7 - - 137,560 137,411 Investment in an associated

company 8 23,423 23,423 10,000 10,000 Investment in a jointly

controlled entity 9 - 768 - 528 Other investment 10 90 90 - - Amounts due from subsidiary

companies 7 - - 71,046 101,952 Deferred tax assets 11 6,223 18,578 5,831 13,601

667,166 549,651 410,119 390,448

Current assetsInventories 12 220,421 259,441 37,084 34,124 Trade and other receivables 13 216,363 199,824 24,487 25,698 Amount due from an associated company 8 2,561 2,537 2,504 2,484 Amounts due from subsidiary companies 7 - - 62,424 98,583 Tax recoverable 2,899 1,108 465 - Short term deposits 14 16,578 21,373 15,544 19,503 Cash and bank balances 47,942 31,193 2,833 1,781

506,764 515,476 145,341 182,173

Total assets 1,173,930 1,065,127 555,460 572,621

Group Company

12

A n n u a l R e p o r t 2 0 0 9 33

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Balance sheets as at 31 December 2009 (contd.)

2009 2008 2009 2008Note RM'000 RM'000 RM'000 RM'000


Equity and liabilitiesEquity attributable to equity

holders of the CompanyShare capital 16 111,042 111,042 111,042 111,042 Reserves 17 707,470 580,012 280,314 193,328

818,512 691,054 391,356 304,370 Minority interests 65,843 52,297 - - Total equity 884,355 743,351 391,356 304,370

Non-current liabilitiesRetirement benefit obligations 18 22,879 24,878 9,516 10,132 Hire purchase creditors 19 85 270 85 270 Term loans (unsecured) 20 9,845 23,217 - 10,000 Amounts due to subsidiary companies 7 - - 62,032 154,943 Deferred tax liabilities 11 21,307 13,432 - -

54,116 61,797 71,633 175,345

Current liabilitiesRetirement benefit obligations 18 1,397 521 685 - Provision for solid waste disposal 21 197 207 - - Bank borrowings 22 130,640 178,290 77,339 76,618 Hire purchase creditors 19 189 290 189 290 Trade and other payables 23 99,193 78,914 13,898 15,369 Amounts due to subsidiary companies 7 - - 360 420 Taxation 3,843 1,757 - 209

235,459 259,979 92,471 92,906

Total liabilities 289,575 321,776 164,104 268,251 Total equity and liabilities 1,173,930 1,065,127 555,460 572,621

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

Group Company

13

Balance Sheets (contd.)as at 31 December 2009


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Income statementsfor the year ended 31 December 2009

2009 2008 2009 2008Note RM'000 RM'000 RM'000 RM'000

Continuing operationsRevenue 24 875,601 875,527 217,894 188,993 Cost of sales (737,530) (733,510) (136,428) (143,335) Gross profit 138,071 142,017 81,466 45,658

Other income 7,378 8,120 5,713 8,456 Administrative expenses (67,208) (48,460) (15,703) (11,240) Selling and marketing expenses (3,218) (2,809) (421) (413) Operating profit 75,023 98,868 71,055 42,461

Finance costs 25 (6,430) (8,282) (2,964) (3,737) Share of loss of an

associated company 8 - (95) - - Share of loss of a

jointly controlled entity 9 (102) (250) - - Profit before tax 26 68,491 90,241 68,091 38,724

Income tax 28 (14,466) (14,829) (14,029) (5,499) Profit for the year from continuing operations 54,025 75,412 54,062 33,225

Discontinued operationLoss for the year from a discontinued operation 15 - (2,968) - - Profit for the year 54,025 72,444 54,062 33,225

Group Company

14

Income Statementsfor the year ended 31 December 2009

A n n u a l R e p o r t 2 0 0 9 35

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Income statements for the year ended 31 December 2009 (contd.)

2009 2008Note RM'000 RM'000

Attributable to:-Equity holders of the Company 48,776 69,501 Minority interests 5,249 2,943

54,025 72,444

Earnings per share attributable to equity holders of the Company (sen)

Basic:-Profit from continuing

operations 29 10.98 16.32 Loss from a discontinued

operation 29 - (0.67) 29 10.98 15.65


Group

15

Income Statements (contd.)for the year ended 31 December 2009


Consolidated Statementof Changes in Equityfor the year ended 31 December 2009

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1

A n n u a l R e p o r t 2 0 0 9 37

Consolidated Statementof Changes in Equity (contd.)for the year ended 31 December 2009

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3186-P


Statement of changes in equityfor the year ended 31 December 2009

DistributableShare Share Revaluation Retained Total

RM'000 RM'000 RM’000 RM’000 RM’000Note (Note 16) (Note 17) (Note 17) (Note 17)

Company

At 1 January 2008 111,042 744 - 198,138 309,924 Profit for the year,

representing total income and expense for the year - - - 33,225 33,225 Dividends 30 - - - (38,865) (38,865) Deferred tax liabilities 11 - - 86 - 86 At 31 December 2008 111,042 744 86 192,498 304,370

At 1 January 2009 111,042 744 86 192,498 304,370 Profit for the year, representing total income

and expense for the year - - - 54,062 54,062 Revaluation surplus on land and buildings 3 - - 65,502 - 65,502 Dividends 30 - - - (22,208) (22,208) Deferred tax liabilities 11 - - (10,370) - (10,370) At 31 December 2009 111,042 744 55,218 224,352 391,356


Non-distributable

18

capital premium reserve gsearnin uityeq

Statement of Changes in Equityfor the year ended 31 December 2009

A n n u a l R e p o r t 2 0 0 9 39

Consolidated Cash Flow Statementfor the year ended 31 December 2009

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Consolidated cash flow statementfor the year ended 31 December 2009

2009 2008Group Note RM'000 RM'000

Cash flows from operating activities

Receipts from customers 859,562 874,097 Payments to suppliers (685,863) (778,237) Cash generated from operations 173,699 95,860 Interest paid (6,430) (8,282) Income tax paid (16,741) (12,211) Net cash generated from operating activities 150,528 75,367

Cash flows from investing activities

Payment of prepaid land lease (a) - (3,439) Acquisition of property, plant and equipment (a) (56,352) (96,262) Acquisition of intangible asset (a) (135) (211) Acquisition of investment properties (a) - (137) Proceeds from disposal of property, plant and equipment 957 1,854 Acquisition of a subsidiary company 7(b) 14 - Interest received 396 1,646 Net cash used in investing activities (55,120) (96,549)

Cash flows from financing activities

Proceeds from minority shareholders on formation of a new subsidiary company - 20,170 Repayment of hire purchase and lease obligations (286) (225) (Repayment)/drawdown of term loans, bankers' acceptances and revolving credit (59,183) 47,809 Dividends paid (23,225) (40,044) Advance to from an associated company (24) (196) Advances to a jointly controlled entity - (33) Net cash (used in)/generated from financing activities (82,718) 27,481

19


Consolidated Cash Flow Statement (contd.)for the year ended 31 December 2009

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Consolidated cash flow statementfor the year ended 31 December 2009 (contd.)

2009 2008Note RM'000 RM'000

Net increase in cash and cash equivalents 12,690 6,299 Effects of exchange rate changes (736) 494

of the year 52,566 45,773 Cash and cash equivalents at end of the year (b) 64,520 52,566

Notes:-

(a)

2009 2008RM'000 RM'000

Property, plant and equipment - cash 56,352 96,262 - hire purchase - 512

56,352 96,774

Prepaid land lease - cash - 3,439

Investment properties - cash - 137

Intangible asset - cash 135 211

(b) Cash and cash equivalents comprise the following:-

Cash and bank balances 47,942 31,193 Short term deposits (Note 14) 16,578 21,373

64,520 52,566


Acquisition of property, plant and equipment, prepaid land lease, investment properties andintangible asset during the financial year was paid as follows:-

20

Cash and cash equivalents at beginning

A n n u a l R e p o r t 2 0 0 9 41

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Cash flow statementfor the year ended 31 December 2009

2009 2008Company Note RM'000 RM'000

Cash flows from operating activities

Receipts from customers 143,399 149,048 Payments to suppliers (90,740) (143,549) Cash generated from operations 52,659 5,499 Interest paid (2,964) (3,737) Income tax paid (711) (292) Net cash generated from operating activities 48,984 1,470

Cash flows from investing activities

Dividend received from subsidiary companies 59,124 28,733 Acquisition of property, plant and equipment (a) (8,690) (24,701) Acquisition of intangible asset (a) (2) (61) Acquisition of investment properties (a) - (137) Proceeds from disposal of property, plant and equipment 433 1,610 Investment in subsidiary companies (149) (31,755) Interest received 1,972 3,393 Net cash generated from/(used in) investing activities 52,688 (22,918)

Cash flows from financing activities

(Repayment)/drawdown of term loans, bankers' acceptances and revolving credit (9,279) 14,475 Repayment of hire purchase and lease obligations (286) (225) Dividends paid (22,208) (38,865) Advances to an associated company (20) (196) Advances to jointly controlled entity - (33) Inter-company (advances)/receipts (72,786) 52,451 Net cash (used in)/generated from financing activities (104,579) 27,607

21

Cash Flow Statementfor the year ended 31 December 2009


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Cash flow statementfor the year ended 31 December 2009 (contd.)

2009 2008Note RM'000 RM'000

Net (decrease)/increase in cash and cash equivalents (2,907) 6,159 Cash and cash equivalents at beginning of the year 21,284 15,125 Cash and cash equivalents at end of the year (b) 18,377 21,284

Notes:-

(a)

2009 2008RM'000 RM'000

Property, plant and equipment - cash 8,690 24,701 - hire purchase - 512

8,690 25,213

Investment properties - cash - 137

Intangible asset - cash 2 61

(b) Cash and cash equivalents comprise the following:-

Cash and bank balances 2,833 1,781 Short term deposits (Note 14) 15,544 19,503

18,377 21,284


Acquisition of property, plant and equipment, investment properties and intangible asset duringthe financial year was paid as follows:-

22

Cash Flow Statement (contd.)for the year ended 31 December 2009

A n n u a l R e p o r t 2 0 0 9 43

Notes to the Financial Statements31 December 2009

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Notes to the financial statements31 December 2009

1. Corporate information

2. Significant accounting policies

(a) Basis of preparation

The principal activities of the Company and its subsidiary companies are as disclosed in theDirectors' Report.

The Company is a public limited liability company, incorporated and domiciled in Malaysia, andis listed on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Malaysia").

The financial statements are expressed in Ringgit Malaysia.

The financial statements were authorised for issue by the Board of Directors in accordancewith a resolution of the directors on 24 February 2010.

There have been no significant changes in the nature of these activities during the financialyear.

The registered office and principal place of business is located at Lot 10, Jalan Perusahaan 1,68100 Batu Caves, Selangor Darul Ehsan.

The financial statements comply with the provisions of the Companies Act, 1965 andapplicable Financial Reporting Standards ("FRS") in Malaysia.

The financial statements of the Group and of the Company have also been prepared on ahistorical basis except for land and buildings classified as property, plant and equipment.

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

23


Notes to the Financial Statements (contd.)31 December 2009

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2. Significant accounting policies (contd.)

(b) Basis of consolidation

(i) Subsidiaries

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

Any excess of the cost of the acquisition over the Group’s interest in the net fairvalue of the identifiable assets, liabilities and contingent liabilities representsgoodwill. Any excess of the Group’s interest in the net fair value of the identifiableassets, liabilities and contingent liabilities over the cost of acquisition is recognisedimmediately in profit or loss.

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

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

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

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

In the Company’s separate financial statements, investments in subsidiaries arestated at cost less impairment losses. On disposal of such investments, thedifference between net disposal proceeds and their carrying amounts is included inprofit or loss.

24

A n n u a l R e p o r t 2 0 0 9 45

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(b) Basis of consolidation (contd.)

(ii) Associates

Associates are entities in which the Group has significant influence and that is neither asubsidiary nor an interest in a joint venture. Significant influence is the power toparticipate in the financial and operating policy decisions of the investee but not incontrol or joint control over those policies.

Investments in associates are accounted for in the consolidated financial statementsusing the equity method of accounting. Under the equity method, the investment inassociate is carried in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Group’s share of net assets of the associate. The Group’sshare of the net profit or loss of the associate is recognised in the consolidated profit orloss. Where there has been a change recognised directly in the equity of the associate,the Group recognises its share of such changes. In applying the equity method,unrealised gains and losses on transactions between the Group and the associate areeliminated to the extent of the Group’s interest in the associate. After application of theequity method, the Group determines whether it is necessary to recognise anyadditional impairment loss with respect to the Group’s net investment in the associate.The associate is equity accounted for from the date the Group obtains significantinfluence until the date the Group ceases to have significant influence over theassociate.

Goodwill relating to an associate is included in the carrying amount of the investmentand is not amortised. Any excess of the Group’s share of the net fair value of theassociate’s identifiable assets, liabilities and contingent liabilities over the cost of theinvestment is excluded from the carrying amount of the investment and is insteadincluded as income in the determination of the Group’s share of the associate’s profit orloss in the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in theassociate, including any long-term interests that, in substance, form part of the Group’snet investment in the associate, the Group does not recognise further losses, unless ithas incurred obligations or made payments on behalf of the associate.

The most recent available audited financial statements of the associates are used bythe Group in applying the equity method. Where the dates of the audited financialstatements used are not coterminous with those of the Group, the share of results isarrived at from the last audited financial statements available and management financialstatements to the end of the accounting period. Uniform accounting policies areadopted for like transactions and events in similar circumstances.

In the Company’s separate financial statements, investments in associates are stated atcost less impairment losses.

On disposal of such investments, the difference between net disposal proceeds andtheir carrying amounts is included in profit or loss.

25



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(b) Basis of consolidation (contd.)

(iii) Jointly controlled entities

(c) Intangible assets

The Group has an interest in a joint venture which is a jointly controlled entity. Ajoint venture is a contractual arrangement whereby two or more parties undertakean economic activity that is subject to joint control, and a jointly controlled entity is ajoint venture that involves the establishment of a separate entity in which eachventure has an interest.

Investments in jointly controlled entities are accounted for in the consolidatedfinancial statements using the equity method of accounting as described in Note2(b)(ii).

In the Company's separate financial statements, investments in jointly controlledentities are stated at cost less impairment losses.

On disposal of such investments, the difference between net disposal proceeds andtheir carrying amounts is included in profit or loss.

Intangible assets acquired separately are measured on initial recognition at cost. Thecost of intangible assets acquired in a business combination is their fair values as at thedate of acquisition. Following initial recognition, intangible assets are carried at cost lessany accumulated amortisation and any accumulated impairment losses. The useful livesof intangible assets are assessed to be either finite or indefinite. Intangible assets withfinite lives are amortised on a straight-line basis over the estimated economic useful livesand assessed for impairment whenever there is an indication that the intangible assetmay be impaired. The amortisation period and the amortisation method for an intangibleasset with a finite useful life are reviewed at least at each balance sheet date. Thecomputer software is amortised on a straight line basis over the estimated useful life of 2years.

Intangible assets with indefinite useful lives are not amortised but tested for impairmentannually or more frequently if the events or changes in circumstances indicate that thecarrying value may be impaired either individually or at the cash-generating unit level.The useful life of an intangible asset with an indefinite life is also reviewed annually todetermine whether the useful life assessment continues to be supportable.

26


A n n u a l R e p o r t 2 0 0 9 47

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(d) Property, plant and equipment and depreciation

%

Buildings 2Plant, machinery and equipment 6 2/3 - 20Furniture, fittings and office equipment 6 2/3 - 50Motor vehicles 10 - 20

On 31 December 2009, the Company changed its accounting policy on land and buildingfrom cost model to revaluation model. The Company have applied this change inaccounting policy as a prospective adjustment in accordance with FRS 108 paragraph17.

Subsequent to recognition, property, plant and equipment except for freehold land arestated at cost less accumulated depreciation and any accumulated impairment losses.

Freehold land has an unlimited useful life and therefore is not depreciated. Buildings-in-progress are also not depreciated as these assets are not available for use. Leaseholdbuildings are depreciated to write off the value over the unexpired lease terms rangingfrom 30 to 84 years. Depreciation of other property, plant and equipment is provided foron a straight-line basis to write off the cost of each asset to its residual value over the

The residual values, useful life and depreciation method are reviewed at each financialyear-end to ensure that the amount, method and period of depreciation are consistentwith previous estimates and the expected pattern of consumption of the future economicbenefits embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when nofuture economic benefits are expected from its use or disposal. The difference betweenthe net disposal proceeds, if any and the net carrying amount is recognised in profit orloss and the unutilised portion of the revaluation surplus on that item is taken directly toretained earnings.

All items of property, plant and equipment are initially recorded at cost. Subsequentcosts are included in the asset’s carrying amount or recognised as a separate asset, asappropriate, only when it is probable that future economic benefits associated with theitem will flow to the Group and the cost of the item can be measured reliably. Thecarrying amount of the replaced part is derecognised. All other repairs and maintenanceare charged to the income statement during the financial period in which they areincurred.

27

estimated useful life, at the following annual rates:-



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(e) Investment properties

(f) Inventories

(g) Financial instruments

(i) Cash and cash equivalents

Investment properties are properties which are held either to earn rental income or forcapital appreciation or for both. Such properties are measured initially at cost, includingtransaction costs. Subsequent to recognition, investment properties are stated at costless accumulated depreciation and any accumulated impairment losses. Theseinvestment properties are depreciated to write off the value over the unexpired leaseterms ranging from 22 to 86 years.

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

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

Cost is determined using the first in, first out method. The cost of raw materialscomprises costs of purchase. The costs of finished goods and work-in-progresscomprise costs of raw materials, direct labour, other direct costs and appropriateproportions of manufacturing overheads based on normal operating capacity.

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

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

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

For the purposes of the cash flow statements, cash and cash equivalents includecash on hand and at bank, deposit at call and short term highly liquid investmentswhich have an insignificant risk of changes in value, net of outstanding bankoverdrafts.

28


A n n u a l R e p o r t 2 0 0 9 49

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(g) Financial instruments (contd.)

(ii) Trade and other receivables

(iii) Trade and other payables

(iv) Interest-bearing borrowings

(v) Equity instruments

(h) Provisions

Trade and other receivables are carried at anticipated realisable values. Bad debtsare written off when identified. An estimate is made for doubtful debts based on areview of all outstanding amounts as at the balance sheet date.

Trade and other payables are stated at cost which is the fair value of theconsideration to be paid in the future for goods and services received.

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

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

The transaction costs of an equity transaction are accounted for as a deductionfrom equity, net of tax. Equity transaction costs comprise only those incrementalexternal costs directly attributable to the equity transaction which would otherwisehave been avoided.

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

29



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(i) Employee benefits

(i) Short term benefits

(ii) Defined contribution plans

(iii) Defined benefit plans

Wages, salaries, bonuses and social security contributions are recognised as anexpense in the year in which the associated services are rendered by employees.Short term accumulating compensated absences such as paid annual leave arerecognised when services are rendered by employees that increase theirentitlement to future compensated absences. Short term non-accumulatingcompensated absences such as sick leave are recognised when the absencesoccur.

Defined contribution plans are post-employment benefit plans under which theGroup pays fixed contributions into separate entities or funds and will have no legalor constructive obligation to pay further contributions if any of the funds do not holdsufficient assets to pay all employee benefits relating to employee services in thecurrent and preceding financial years. Such contributions are recognised as anexpense in the profit or loss as incurred. As required by law, companies in Malaysiamake such contributions to the Employees Provident Fund (“EPF”). Some of theGroup’s foreign subsidiaries also make contributions to their respective countries’statutory pension schemes.

The Group operates an unfunded, defined benefit Retirement Benefit Scheme (“theScheme”) for its eligible employees. The Group’s obligation under the Scheme,calculated using the Projected Unit Credit Method, is determined based on actuarialcomputations by independent actuaries, through which the amount of benefit thatemployees have earned in return for their service in the current and prior years isestimated. That benefit is discounted in order to determine its present value.Actuarial gains and losses are recognised as income or expense over the expectedaverage remaining working lives of the participating employees when thecumulative unrecognised actuarial gains or losses for the Scheme exceed 10% ofthe higher of the present value of the defined benefit obligation and the fair value ofplan assets. Past service costs are recognised immediately to the extent that thebenefits are already vested, and otherwise are amortised on a straight-line basisover the average period until the amended benefits become vested.

30


A n n u a l R e p o r t 2 0 0 9 51

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(i) Employee benefits (contd.)

(iii) Defined benefit plans (contd.)

(iv) Termination benefits

(j) Leases

(i) Classification

-

-

Termination benefits are payable when employment is terminated before the normalretirement date or whenever an employee accepts voluntary redundancy inexchange for these benefits. The Group recognises termination benefits as aliability and an expense when it is demonstrably committed to either terminate theemployment of current employees according to a detailed plan without possibility ofwithdrawal or providing termination benefits as a result of an offer made toencourage voluntary redundancy. In the case of an offer made to encouragevoluntary redundancy, the measurement of termination benefits is based on thenumber of employees expected to accept the offer. Benefits falling due more thantwelve months after balance sheet date are discounted to present value.

A lease is recognised as a finance lease if it transfers substantially to the Group allthe risks and rewards incidental to ownership. Leases of land and buildings areclassified as operating or finance leases in the same way as leases of other assetsand the land and buildings elements of a lease of land and buildings are consideredseparately for the purposes of lease classification. All leases that do not transfersubstantially all the risks and rewards are classified as operating leases, with thefollowing exceptions:-

Property held under operating lease that would otherwise meet the definitionof an investment property is classified as an investment property on a propertyby-property basis and, if classified as investment property, is accounted for asif held under a finance lease (Note 2(e)); and

Land held for own use under an operating lease, the fair value of whichcannot be measured separately from the fair value of a building situatedthereon at the inception of the lease, is accounted for as being held under afinance lease, unless the building is also clearly held under an operatinglease.

The amount recognised in the balance sheet represents the present value of thedefined benefit obligations adjusted for unrecognised actuarial gains and lossesand unrecognised past service costs, and reduced by the fair value of plan assets.Any asset resulting from this calculation is limited to the net total of anyunrecognised actuarial losses and past service costs, and the present value of anyeconomic benefits in the form of refunds or reductions in future contributions to theplan.

31



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(j) Leases (contd.)

(ii) Finance leases - the Group as leasee

(iii) Operating lease - the Group as leasee

Assets acquired by way of hire purchase or finance leases are stated at an amountequal to the lower of their fair values and the present value of the minimum leasepayments at the inception of the leases, less accumulated depreciation andimpairment losses. The corresponding liability is included in the balance sheet asborrowings. In calculating the present value of the minimum lease payments, thediscount factor used is the interest rate implicit in the lease, when it is practicable todetermine; otherwise, the Company's incremental borrowing rate is used.

Any initial direct costs are also added to the carrying amount of such assets.

Lease payments are apportioned between the finance costs and the reduction ofthe outstanding liability. Finance costs, which represent the difference between thetotal leasing commitments and the fair value of the assets acquired; are recognisedin the profit and loss over the term of the relevant lease so as to produce a constantperiodic rate of charge on the remaining balance of the obligations for eachaccounting period.

The depreciation policy for leased assets is in the accordance with that fordepreciable property, plant and equipment as described in Note 2(d).

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

In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made are allocated, whenever necessary, between the land and thebuildings elements in proportion to the relative fair values for leasehold interests inthe land element and buildings element of the lease at the inception of the lease.The up-front payment represents prepaid lease payments and are amortised on astraight-line basis over the lease term.

Assets leased out under operating leases are presented on the balance sheetsaccording to the nature of the assets. Rental income from operating leases isrecognised on a straight-line basis over the term of the relevant lease (Note 2(n)(ii)).Initial direct costs incurred in negotiating and arranging an operating lease areadded to the carrying amount of the leased asset and recognised on a straight-linebasis over the lease term.

32


A n n u a l R e p o r t 2 0 0 9 53

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(k) Income tax

(l) Foreign currencies

(i) Functional and presentation currency

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

Deferred tax is provided for, using the liability method. In principle, deferred tax liabilitiesare recognised for all taxable temporary differences and deferred tax assets arerecognised for all deductible temporary differences, unused tax losses and unused taxcredits to the extent that it is probable that taxable profit will be available against whichthe deductible temporary differences, unused tax losses and unused tax credits can beutilised. Deferred tax is not recognised if the temporary difference arises from goodwillor the amount of any excess of the acquirer's interest or from the initial recognition of anasset or liability in a transaction which is not a business combination and at the time ofthe transaction, affects neither accounting profit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period whenthe asset is realised or the liability is settled, based on tax rates that have been enactedor substantively enacted at the balance sheet date. Deferred tax is recognised as anincome or an expense and included in the profit or loss for the period, except when itarises from a transaction which is recognised directly in equity, in which case thedeferred tax is also recognised directly in equity, or when it arises from a businesscombination that is an acquisition, in which case the deferred tax is included in theresulting goodwill or the amount of any excess of the acquirer’s interest is the net fairvalue of the acquiree’s identifiable assets, liabilities and contingent liabilities over the costof the combination.

The individual financial statements of each entity in the Group are measured usingthe currency of the primary economic environment in which the entity operates (“thefunctional currency”). The consolidated financial statements are presented inRinggit Malaysia (RM), which is also the Company’s functional currency.

33



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(l) Foreign currencies (contd.)

(ii) Foreign currency transactions

(iii) Foreign operations

a)

b)

c)

In preparing the financial statements of the individual entities, transactions incurrencies other than the entity’s functional currency (foreign currencies) arerecorded in the functional currencies using the exchange rates prevailing at thedates of the transactions. At each balance sheet date, monetary itemsdenominated in foreign currencies are translated at the rates prevailing on thebalance sheet date. Non-monetary items carried at fair value that are denominatedin foreign currencies are translated at the rates prevailing on the date when the fairvalue was determined. Non-monetary items that are measured in terms of historicalcost in a foreign currency are not translated.

Exchange differences arising on the settlement of monetary items, and on thetranslation of monetary items, are included in profit or loss for the period except forexchange differences arising on monetary items that form part of the Group’s netinvestment in foreign operation. These are initially taken directly to the foreigncurrency translation reserve within equity until the disposal of the foreignoperations, at which time they are recognised in profit or loss. Exchangedifferences arising on monetary items that form part of the Company’s netinvestment in foreign operation are recognised in profit or loss in the Company’sseparate financial statements or the individual financial statements of the foreignoperation, as appropriate.

Exchange differences arising on the translation of non-monetary items carried atfair value are included in profit or loss for the period except for the differencesarising on the translation of non-monetary items in respect of which gains andlosses are recognised directly in equity. Exchange differences arising from suchnon-monetary items are also recognised directly in equity.

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

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

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

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

34


A n n u a l R e p o r t 2 0 0 9 55

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(l) Foreign currencies (contd.)

(iii) Foreign operations (contd.)

2009 2008RM RM

3.4270 3.4690 0.0002 0.0002 2.4390 2.4115 0.4419 0.4476 5.5092 5.0131 3.3062 3.2833 0.0370 0.0384 4.9150 4.9012

(m) Impairment of non-financial assets

Goodwill and fair value adjustments arising on the acquisition of foreign operationson or after 1 January 2006 are treated as assets and liabilities of the foreignoperations and are recorded in the functional currency of the foreign operations andtranslated at the closing rate at the balance sheet date. Goodwill and fair valueadjustments which arose on the acquisition of foreign subsidiaries before 1 January2006 are deemed to be assets and liabilities of the parent company and arerecorded in RM at the rates prevailing at the date of acquisition.

The principal exchange rates used for every unit of foreign currency ruling at the

The carrying amounts of assets, other than inventories and deferred tax assets, arereviewed at each balance sheet date to determine whether there is any indication ofimpairment. If any such indication exists, the asset’s recoverable amount is estimated todetermine the amount of impairment loss.

For goodwill and intangible assets that have an indefinite useful life and intangible assetsthat are not yet available for use, the recoverable amount is estimated at each balancesheet date or more frequently when indicators of impairment are identified.

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

35

sheet date are as follows:-

One (1) United States DollarOne (1) Vietnam DongOne (1) Singapore DollarOne (1) Hong Kong DollarOne (1) Sterling PoundOne (1) Swiss FrancOne (1) Japanese YenOne (1) Euro

balance



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

(n) Revenue recognition

i) Sale of goods

An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less coststo sell and its value in use. In assessing value in use, the estimated future cash flowsare discounted to their present value using a pre-tax discount rate that reflects currentmarket assessments of the time value of money and the risks specific to the asset.Where the carrying amount of an asset exceeds its recoverable amount, the asset isconsidered impaired and is written down to its recoverable amount. Impairment lossesrecognised in respect of a CGU or groups of CGUs are allocated first to reduce thecarrying amount of any goodwill allocated to those units or groups of units and then, toreduce the carrying amount of the other assets in the unit or groups of units on a pro-ratabasis.

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

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

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

Revenue is recognised net of sales taxes and upon transfer of significant risks andrewards of ownership to the buyer. Revenue is not recognised to the extent wherethere are significant uncertainties regarding recovery of the consideration due,associated costs or the possible return of goods.

36


A n n u a l R e p o r t 2 0 0 9 57

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(n) Revenue recognition (contd.)

ii) Rental income

iii) Interest income

iv) Dividend Income

2.1 Changes in accounting policies and effects arising from adoption of revised FRSand amendment to FRS:-

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

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

Dividend income is recognised when the Group’s right to receive payment isestablished.

During the year, the Group and the Company have early adopted the amendment toFRS 117: Leases. Prior to this amendment, FRS 117 required a lease of land with anindefinite useful life to be classified as an operating lease, unless title is expected topass to the lessee by the end of the lease term.

37



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2.1

Previously Increase/stated (decrease) Restated

RM'000 RM'000 RM'000Balance sheetAs at 31 December 2008

GroupProperty, plant and equipment 450,714 22,094 472,808 Prepaid land lease payments 45,789 (36,956) 8,833 Investment properties 9,620 14,862 24,482

CompanyProperty, plant and equipment 100,167 9,374 109,541 Prepaid land lease payments 20,379 (20,220) 159 Investment properties 6,099 10,846 16,945

2.2 Standards and Interpretations issued but not yet effective

Effective for financial periods beginning on or after 1 July 2009

FRS 8: Operating Segments

Changes in accounting policies and effects arising from adoption of revised FRSand amendment to FRS: (contd.)-

At the date of authorisation of these financial statements, the following new FRSs andInterpretations, and amendments to certain Standards and Interpretations were issuedbut not yet effective and have not been applied by the Group and the Company, whichare:

This early adoption has been accounted for retrospectively, and as such, certaincomparatives

Under the revised FRS 117, paragraphs 14 and 15 have been removed. The newparagraph 15A requires that lease of land should be assessed as to whether they arefinance or operating lease based on the general principles of FRS 117. The Group andthe Company have reassessed its leasehold land in accordance to the general principlesof FRS 117 and noted that certain leasehold land meet the criteria as finance lease andaccordingly have been reclassified as property, plant and equipment.

38

have been restated.


A n n u a l R e p o r t 2 0 0 9 59

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2.2 Standards and Interpretations issued but not yet effective (contd.)

Effective for financial periods beginning on or after 1 January 2010

FRS 7: Financial Instruments: DisclosuresFRS 101: Presentation of Financial Statements (revised)FRS 123: Borrowing CostsFRS 139: Financial Instruments: Recognition and MeasurementAmendments to FRS 1: First-time Adoption of Financial Reporting Standards and FRS 127: Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or AssociateAmendments to FRS 132: Financial Instruments: PresentationAmendments to FRS 139: Financial Instruments: Recognition and Measurement, FRS 7: Financial Instruments: Disclosures and IC Interpretation 9: Reassessment of Embedded DerivativesAmendments to FRSs ‘Improvements to FRSs (2009)’ IC Interpretation 9: Reassessment of Embedded DerivativesIC Interpretation 10: Interim Financial Reporting and Impairment

Effective for financial periods beginning on or after 1 July 2010

FRS 1: First-time Adoption of Financial Reporting Standards FRS 3: Business Combinations (revised)FRS 127: Consolidated and Separate Financial Statements (amended)Amendments to FRS 5: Non-current Assets Held for Sale and Discontinued OperationsAmendments to FRS 138: Intangible AssetsAmendments to IC Interpretation 9: Reassessment of Embedded DerivativesIC Interpretation 16: Hedges of a Net Investment in a Foreign Operation

FRS 3: Business Combinations (revised) and FRS 127: Consolidated and SeparateFinancial Statements (amended)

The Group and the Company plan to adopt the above pronouncements when theybecome effective in the respective financial period. Unless otherwise described below,these pronouncements are expected to have no significant impact to the financialstatements of the Group and the Company upon their initial application:

FRS 3 (revised) introduces a number of changes to the accounting for businesscombinations occurring on or after 1 July 2010. These include changes that affect thevaluation of non-controlling interest, the accounting for transaction costs, the initialrecognition and subsequent measurement of a contingent consideration and businesscombinations achieved in stages. These changes will impact the amount of goodwillrecognised, the reported results in the period that an acquisition occurs and futurereported results.

39



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FRS 3: Business Combinations (revised) and FRS 127: Consolidated and SeparateFinancial Statements (amended) (contd.)

FRS 8: Operating Segment

FRS 101: Presentation of Financial Statements (revised)

The revised FRS 101 separates owner and non-owner changes in equity. Therefore, theconsolidated statement of changes in equity will now include only details of transactionswith owners. All non-owner changes in equity are presented as a single line labelled astotal comprehensive income. The Standard also introduces the statement ofcomprehensive income: presenting all items of income and expense recognised in theincome statement, together with all other items of recognised income and expense, eitherin one single statement, or in two linked statements. The Group is currently evaluating theformat to adopt. In addition, a statement of financial position is required at the beginningof the earliest comparative period following a change in accounting policy, the correctionof an error or the reclassification of items in the financial statements. This revised FRSdoes not have any impact on the financial position and results of the Group and theCompany.

FRS 8 replaces FRS 1142004: Segment Reporting and requires a ‘managementapproach’, under which segment information is presented on a similar basis to that usedfor internal reporting purposes. As a result, the Group's external segmental reporting willbe based on the internal reporting to the "chief operating decision maker", who makesdecisions on the allocation of resources and assesses the performance of the reportablesegments. As this is a disclosure standard, there will be no impact on the financialposition or results of the Group.

FRS 127 (amended) requires that a change in the ownership interest of a subsidiary(without loss of control) is accounted for as a transaction with owners in their capacity asowners and to be recorded in equity. Therefore, such transaction will no longer give riseto goodwill, nor will it give rise to a gain or loss. Furthermore, the amended Standardchanges the accounting for losses incurred by the subsidiary as well as loss of control ofa subsidiary.

The changes by FRS 3 (revised) and FRS 127 (amended) will be applied prospectivelyand only affect future acquisition or loss of control of subsidiaries and transactions withnon-controlling interests.

40


A n n u a l R e p o r t 2 0 0 9 61

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FRS 123: Borrowing Costs

FRS 139: Financial Instruments: Recognition and Measurement, FRS 7: FinancialInstruments: Disclosures and Amendments to FRS 139: Financial Instruments:Recognition and Measurement, FRS 7: Financial Instruments: Disclosures

This Standard supersedes FRS 1232004: Borrowing Costs that removes the option ofexpensing borrowing costs and requires capitalisation of such costs that are directlyattributable to the acquisition, construction or production of a qualifying asset as part ofthe cost of that asset. Other borrowing costs are recognised as an expense. The Group’scurrent accounting policy is to expense the borrowing costs in the period which they areincurred. In accordance with the transitional provisions of the Standard, the Group willapply the change in accounting policy prospectively for which the commencement datefor capitalisation of borrowing cost on qualifying assets is on or after the financial period 1January 2010.

The new Standard on FRS 139: Financial Instruments: Recognition and Measurementestablishes principles for recognising and measuring financial assets, financial liabilitiesand some contracts to buy and sell non-financial items. Requirements for presentinginformation about financial instruments are in FRS 132: Financial Instruments:Presentation and the requirements for disclosing information about financial instrumentsare in FRS 7: Financial Instruments: Disclosures.

FRS 7: Financial Instruments: Disclosures is a new Standard that requires newdisclosures in relation to financial instruments. The Standard is considered to result inincreased disclosures, both quantitative and qualitative of the Group’s and Company’sexposure to risks, enhanced disclosure regarding components of the Group’s andCompany’s financial position and performance, and possible changes to the way ofpresenting certain items in the financial statements.

In accordance with the respective transitional provisions, the Group and the Companyare exempted from disclosing the possible impact to the financial statements upon theinitial application.

41



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2.3 Significant accounting estimates and judgements

a) Critical judgements made in applying accounting policies

i)

ii) Operating lease commitments - The Group as lessor

Some properties comprise a portion that is held to earn rentals or for capitalappreciation and another portion that is held for use in the production or supplyof goods or services or for administrative purposes. If these portions could besold separately (or leased out separately under a finance lease), the Groupwould account for the portions separately. If the portions could not be soldseparately, the property is an investment property only if an insignificant portionis held for use in the production or supply of goods or services or foradministrative purposes. Judgement is made on an individual property basis todetermine whether ancillary services are so significant that a property does notqualify as investment property.

The Group has entered into commercial property leases on its investmentproperty portfolio. The Group has determined that it retains all the significantrisks and rewards of ownership of these properties which are leased out asoperating leases.

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

Classification between investment properties and property, plant andequipment

The Group has developed certain criteria based on FRS 140 in makingjudgement whether a property qualifies as an investment property. Investmentproperty is a property held to earn rentals or for capital appreciation or both.

42


A n n u a l R e p o r t 2 0 0 9 63

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2.3 Significant accounting estimates and judgements (contd.)

b) Key sources of estimation uncertainty

i) Income tax

ii) Deferred tax assets

Deferred tax assets are recognised for all unused tax losses, unabsorbedcapital allowances and unutilised reinvestment allowances to the extent that it isprobable that taxable profit will be available against which the losses, capitalallowances and reinvestment allowances can be utilised. Significantmanagement judgment is required to determine the amount of deferred taxassets that can be recognised, based upon the likely timing and level of futuretaxable profits together with future tax planning strategies. The total carryingvalue of recognised tax losses, capital allowances and reinvestment allowancesof the Group was approximately RM121,516,000 (2008: RM111,632,000) andthe unrecognised tax losses, capital allowances reinvestment allowances andother deductible temporary differences of the Group was approximatelyRM61,670,000 (2008: RM59,347,000). Further details are provided in Note 11.

The key assumptions concerning the future and other key sources of estimationuncertainty at the balance sheet date that have a significant risk of causing materialadjustments to the carrying amounts of assets and liabilities within the next financialyear are discussed below:-

Significant estimation is involved in determining the provision for income taxes.There are certain transactions and computations for which the ultimate taxdetermination is uncertain during the ordinary course of business. The Grouprecognises liabilities for expected tax issues based on estimates of whetheradditional taxes will be due. Where the final tax outcome of these matters isdifferent from the amounts that were initially recognised, such differences willimpact the income tax and deferred tax provisions in the period in which suchdetermination is made.

43



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2.3 Significant accounting estimates and judgements (contd.)

b) Key sources of estimation uncertainty (contd.)

iii) Provision for solid waste disposal

iv) Depreciation of plant and machinery

v) Defined benefit plan

The cost of plant and machinery is depreciated on a straight-line basis over theassets’ useful lives. Management estimates the useful lives of these plant andmachinery to be within 10 to 15 years. Changes in the expected level of usageand technological developments could impact the economic useful lives and theresidual values of these assets, therefore future depreciation charges could berevised.

The Group has to dispose off solid waste in accordance with the environmentalrequirements. The Group recognises the provision for liabilities associated withsolid waste disposal in accordance with the accounting policy stated in Note2(h). The estimation of solid waste is based on service provider’s pricequotation. The best estimate of the provision at 31 December 2009 isRM197,000 (2008: RM207,000). Further details are provided in Note 21.

The cost of defined benefit pension plan is determined using actuarialvaluations. The actuarial valuation involves making assumptions about discountrates, expected rates of return on assets, future salary increases, mortalityrates and future pension increases. Due to the long term nature of this plan,such estimates are subject to significant uncertainty. The net retirement benefitobligations of the Group and of the Company at 31 December 2009 areRM24,276,000 (2008: RM25,399,000) and RM10,201,000 (2008:RM10,132,000) respectively. Further details are provided in Note 18.

44


A n n u a l R e p o r t 2 0 0 9 65


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Jan

uary

200

9 (R

esta

ted)

224,

838

651,

222

34,7

4312

,557

76,9

631,

000,

323

Rev

alua

tion

surp

lus

140,

270

--

--

140,

270

Add

ition

s2,

989

15,9

992,

958

3,54

230

,864

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52A

cqui

sitio

n of

a s

ubsi

diar

y co

mpa

ny-

102

103

--

205

Dis

posa

ls(1

,209

)(1

61)

(111

)(3

,586

)-

(5,0

67)

Writ

ten

off

-(3

3)(2

3)-

(462

)(5

18)

Rec

lass

ifica

tion

16,6

4237

,717

512

-(5

6,39

8)(1

,527

)E

xcha

nge

diffe

renc

es(2

,305

)(7

,637

)(4

22)

(25)

(23)

(10,

412)

At 3

1 D

ecem

ber 2

009

381,

225

697,

209

37,7

6012

,488

50,9

441,

179,

626

Acc

umul

ated

dep

reci

atio

n an

d im

pairm

ent

At 1

Jan

uary

200

9 (P

revi

ousl

y st

ated

)33

,457

451,

888

26,0

8810

,291

-52

1,72

4E

ffect

s on

ado

ptio

n of

am

endm

ents

to F

RS

117

5,79

1-

--

-5,

791

At 1

Jan

uary

200

9 (R

esta

ted)

39,2

4845

1,88

826

,088

10,2

91-

527,

515

Acq

uisi

tion

of a

sub

sidi

ary

com

pany

-25

41-

-66

Cha

rge

for t

he y

ear (

Not

e 26

)4,

321

34,0

283,

523

1,56

5-

43,4

37D

ispo

sals

-(6

0)(5

7)(3

,586

)-

(3,7

03)

Writ

ten

off

-(3

3)(1

4)-

-(4

7)Im

pairm

ent l

oss

(Not

e 26

)14

,379

--

--

14,3

79E

xcha

nge

diffe

renc

es(1

,119

)(4

,020

)(3

18)

(12)

-(5

,469

)A

t 31

Dec

embe

r 200

956

,829

481,

828

29,2

638,

258

-57

6,17

8



3.

Prop

erty

, pla

nt a

nd e

quip

men

t (co

ntd.

)

Pla

nt,

Fur

nitu

re,

mac

hine

ry

fitti

ngs

Cap

ital

Lan

d an

d a

nd

and

offi

ce

Mot

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wor

k-in

- b

uild

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* e

quip

men

t e

quip

men

t v

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pro

gres

s T

otal

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M'0

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RM

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R

M'0

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RM

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R

M'0

00

RM

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Gro

up (c

ontd

.)

Net

car

ryin

g am

ount

At 3

1 D

ecem

ber 2

009

324,

396

215,

381

8,49

74,

230

50,9

4460

3,44

8

Ana

lysi

s of

cos

tA

t dee

med

cos

t (or

val

uatio

n)38

1,22

5-

--

-37

3,03

7A

t cos

t-

697,

209

37,7

6012

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50,9

4480

6,58

938

1,22

569

7,20

937

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12,4

8850

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1,17

9,62

6

Ana

lysi

s of

net

car

ryin

g am

ount

At d

eem

ed c

ost (

or v

alua

tion)

324,

396

--

--

316,

208

At c

ost

-21

5,38

18,

497

4,23

050

,944

287,

240

324,

396

215,

381

8,49

74,

230

50,9

4460

3,44

8

A n n u a l R e p o r t 2 0 0 9 67


3.

Prop

erty

, pla

nt a

nd e

quip

men

t (co

ntd.

)

Pla

nt,

Fur

nitu

re,

mac

hine

ry

fitti

ngs

Cap

ital

Lan

d an

d a

nd

and

offi

ce

Mot

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wor

k-in

- b

uild

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t e

quip

men

t v

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pro

gres

s T

otal

R

M'0

00

RM

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R

M'0

00

RM

'000

R

M'0

00

RM

'000

G

roup

(con

td.)

At 3

1 D

ecem

ber 2

008

Cos

tA

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anua

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008

(Pre

viou

sly

stat

ed)

186,

943

602,

185

32,3

4012

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47,1

5988

0,73

5E

ffect

s on

ado

ptio

n of

am

endm

ents

to F

RS

117

27,8

85-

--

-27

,885

At 1

Jan

uary

200

8 (R

esta

ted)

214,

828

602,

185

32,3

4012

,108

47,1

5990

8,62

0A

dditi

ons

8,97

224

,327

3,48

399

758

,995

96,7

74D

ispo

sals

-(3

,016

)(4

3)(5

06)

-(3

,565

)W

ritte

n of

f(1

77)

(3,0

44)

(1,1

40)

-(1

,070

)(5

,431

)R

ecla

ssifi

catio

n-

28,0

5012

3-

(28,

173)

-E

xcha

nge

diffe

renc

es1,

215

2,72

0(2

0)(4

2)52

3,92

5A

t 31

Dec

embe

r 200

822

4,83

865

1,22

234

,743

12,5

5776

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1,00

0,32

3

Acc

umul

ated

dep

reci

atio

nA

t 1 J

anua

ry 2

008

(Pre

viou

sly

stat

ed)

28,5

8642

3,32

024

,908

9,51

2-

486,

326

Effe

cts

on a

dopt

ion

of a

men

dmen

ts to

FR

S 1

175,

459

--

--

5,45

9A

t 1 J

anua

ry 2

008

(Res

tate

d)34

,045

423,

320

24,9

089,

512

-49

1,78

5C

harg

e fo

r the

yea

r 3,

879

31,2

722,

229

1,30

3-

38,6

83D

ispo

sals

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,946

)(4

2)(4

78)

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,466

)W

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n of

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)(2

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41)

--

(3,7

51)

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hang

e di

ffere

nces

1,33

23,

044

(66)

(46)

-4,

264

At 3

1 D

ecem

ber 2

008

39,2

5345

1,88

326

,088

10,2

91-

527,

515



3.

Prop

erty

, pla

nt a

nd e

quip

men

t (co

ntd.

)

Pla

nt,

Fur

nitu

re,

mac

hine

ry

fitti

ngs

Cap

ital

Lan

d an

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nd

and

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1 D

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266

76,9

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8

Ana

lysi

s of

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tA

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med

cos

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val

uatio

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365

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234

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930,

208

224,

838

651,

222

34,7

4312

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76,9

631,

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Ana

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car

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ount

At d

eem

ed c

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06-

--

-53

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ost

132,

579

199,

339

8,65

52,

266

76,9

6341

9,80

218

5,58

519

9,33

98,

655

2,26

676

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808

A n n u a l R e p o r t 2 0 0 9 69


3.

Prop

erty

, pla

nt a

nd e

quip

men

t (co

ntd.

)

Pla

nt,

Fur

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sly

stat

ed)

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1,25

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5,06

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Effe

cts

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of a

men

dmen

ts to

FR

S 1

1711

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--

--

11,9

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t 1 J

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tate

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255

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215,

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620

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eval

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n su

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--

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ons

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ecla

ssifi

catio

n-

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62)

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er fr

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5)(3

60)

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t 31

Dec

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r 200

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2,72

813

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012

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5,29

419

527

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0

Acc

umul

ated

dep

reci

atio

n an

d im

pairm

ent

At 1

Jan

uary

200

9 (P

revi

ousl

y st

ated

)5,

422

73,3

6510

,014

4,40

3-

93,2

04E

ffect

s on

ado

ptio

n of

am

endm

ents

to F

RS

117

2,59

6-

--

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596

At 1

Jan

uary

200

9 (R

esta

ted)

8,01

873

,365

10,0

144,

403

-95

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Impa

irmen

t los

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--

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3,34

4C

harg

e fo

r the

yea

r (N

ote

26)

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posa

ls-

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er to

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(241

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At 3

1 D

ecem

ber 2

009

11,9

2782

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11,0

143,

053

-10

7,99

8



3.

Prop

erty

, pla

nt a

nd e

quip

men

t (co

ntd.

)

Pla

nt,

Fur

nitu

re,

mac

hine

ry

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Com

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Net

car

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ount

At 3

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ecem

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110,

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53,5

061,

729

2,24

119

516

8,47

2

Ana

lysi

s of

cos

tA

t dee

med

cos

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val

uatio

n)12

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8-

--

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t cos

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12,7

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195

153,

742

122,

728

135,

510

12,7

435,

294

195

276,

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Ana

lysi

s of

net

car

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g am

ount

At d

eem

ed c

ost (

or v

alua

tion)

110,

801

--

--

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801

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ost

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1,72

92,

241

195

57,6

7111

0,80

153

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1,72

92,

241

195

168,

472

A n n u a l R e p o r t 2 0 0 9 71


3.

Prop

erty

, pla

nt a

nd e

quip

men

t (co

ntd.

)

Pla

nt,

Fur

nitu

re,

mac

hine

ry

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Cap

ital

Lan

d an

d a

nd

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Mot

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wor

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ings

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men

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men

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pro

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s To

tal

RM

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R

M'0

00

RM

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R

M'0

00

RM

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R

M'0

00

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pany

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tA

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viou

sly

stat

ed)

43,4

3894

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11,4

704,

762

20,0

1017

3,89

8E

ffect

s on

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ptio

n of

am

endm

ents

to F

RS

117

11,9

7011

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At 1

Jan

uary

200

8 (R

esta

ted)

55,4

0894

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11,4

704,

762

20,0

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5,86

8A

dditi

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1,08

837

518

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ecla

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catio

n-

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Writ

e of

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)-

(146

)(1

51)

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posa

ls-

(3,5

02)

(132

)(6

8)(1

,887

)(5

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)A

t 31

Dec

embe

r 200

857

,150

121,

255

12,4

215,

069

9,44

620

5,34

1

Acc

umul

ated

dep

reci

atio

nA

t 1 J

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ry 2

008

(Pre

viou

sly

stat

ed)

5,00

369

,506

9,21

54,

013

-87

,737

Effe

cts

on a

dopt

ion

of a

men

dmen

ts to

FR

S 1

172,

451

--

--

2,45

1A

t 1 J

anua

ry 2

008

(Res

tate

d)7,

454

69,5

069,

215

4,01

3-

90,1

88C

harg

e fo

r the

yea

r (N

ote

26)

564

7,36

188

245

8-

9,26

5W

rite

off

--

(5)

--

(5)

Dis

posa

ls-

(3,5

02)

(78)

(68)

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,648

)A

t 31

Dec

embe

r 200

88,

018

73,3

6510

,014

4,40

3-

95,8

00



3.

Prop

erty

, pla

nt a

nd e

quip

men

t (co

ntd.

)

Pla

nt,

Fur

nitu

re,

mac

hine

ry

fitti

ngs

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ital

Lan

d an

d a

nd

and

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ce

Mot

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wor

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ings

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s To

tal

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

R

M'0

00

Com

pany

(con

td.)

Net

car

ryin

g am

ount

At 3

1 D

ecem

ber 2

008

49,1

3247

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2,40

766

69,

446

109,

541

Ana

lysi

s of

cos

tA

t dee

med

cos

t (or

val

uatio

n)20

,800

--

--

20,8

00A

t cos

t36

,350

121,

255

12,4

215,

069

9,44

618

4,54

157

,150

121,

255

12,4

215,

069

9,44

620

5,34

1

Ana

lysi

s of

net

car

ryin

g am

ount

At d

eem

ed c

ost (

or v

alua

tion)

14,5

51-

--

-14

,551

At c

ost

34,5

8147

,890

2,40

766

69,

446

94,9

9049

,132

47,8

902,

407

666

9,44

610

9,54

1

A n n u a l R e p o r t 2 0 0 9 73

3186-P


3. Property, plant and equipment (contd.)

* Land and Buildings of the Group:-

Freehold Leaseholdland land Buildings Total

RM'000 RM'000 RM'000 RM'000Group

At 31 December 2009

CostAt 1 January 2009 (Previously stated) 57,095 - 139,858 196,953 Effects on adoption of amendments to FRS 117 - 27,885 - 27,885 At 1 January 2009 (Restated) 57,095 27,885 139,858 224,838 Additions - - 2,989 2,989 Disposals - - (1,209) (1,209) Revaluation surplus 34,693 52,848 52,729 140,270 Reclassification from capital work-in-progress 843 - 15,799 16,642 Exchange differences - - (2,305) (2,305) At 31 December 2009 92,631 80,733 207,861 381,225

Accumulated depreciation and impairmentAt 1 January 2009 (Previously stated) - - 33,457 33,457 Effects on adoption of amendments to FRS 117 - 5,791 - 5,791 At 1 January 2009 (Restated) - 5,791 33,457 39,248 Charge for the year - 337 3,984 4,321 Impairment loss 4,882 - 9,497 14,379 Exchange differences - - (1,119) (1,119) At 31 December 2009 4,882 6,128 45,819 56,829

Net carrying amountAt 31 December 2009 87,749 74,605 162,042 324,396

At 31 December 2008

CostAt 1 January 2008 (Previously stated) 57,095 - 129,848 186,943 Effects on adoption of amendments to FRS 117 - 27,885 - 27,885 At 1 January 2008 (Restated) 57,095 27,885 129,848 214,828 Additions - - 8,972 8,972 Write off - - (177) (177) Exchange differences - - 1,215 1,215 At 31 December 2008 57,095 27,885 139,858 224,838

53



3186-P




RM'000 RM'000 RM'000 RM'000Group (contd.)

At 31 December 2008

Accumulated depreciationAt 1 January 2008 (Previously stated) - - 28,586 28,586 Effects on adoption of amendments to FRS 117 - 5,459 - 5,459 At 1 January 2008 (Restated) - 5,459 28,586 34,045 Charge for the year - 337 3,542 3,879 Write off - - (3) (3) Exchange differences - - 1,332 1,332 At 31 December 2008 - 5,796 33,457 39,253



RM'000 RM'000 RM'000 RM'000

2009

Cost 4,580 14,133 32,267 50,980 Accumulated depreciation - (3,730) (11,568) (15,298) Net carrying amount 4,580 10,403 20,699 35,682

2008

Cost 4,580 14,133 32,267 50,980 Accumulated depreciation - (3,568) (10,923) (14,491) Net carrying amount 4,580 10,565 21,344 36,489

The net carrying amount of freehold land, leasehold land and buildings of the Group, had theproperties been disclosed at historical cost less depreciation, would have been:-

54


A n n u a l R e p o r t 2 0 0 9 75

3186-P


3. Property, plant and equipment

* Land and buildings of the Company:-


RM'000 RM'000 RM'000 RM'000

Company

At 31 December 2009

CostAt 1 January 2009 (Previously stated) 23,991 - 21,189 45,180 Effects on adoption of amendments to FRS 117 - 11,970 - 11,970 At 1 January 2009 (Restated) 23,991 11,970 21,189 57,150 Additions - - 67 67 Transfer from intercompany - - 9 9 Revaluation surplus 24,022 27,820 13,660 65,502 At 31 December 2009 48,013 39,790 34,925 122,728

Accumulated depreciation and impairmentAt 1 January 2009 (Previously stated) - - 5,422 5,422 Effects on adoption of amendments to FRS 117 - 2,596 - 2,596 At 1 January 2009 (Restated) - 2,596 5,422 8,018 Impairment loss 2,133 - 1,211 3,344 Charge for the year - 145 420 565 At 31 December 2009 2,133 2,741 7,053 11,927


At 31 December 2008

CostAt 1 January 2008 (Previously stated) 23,991 - 19,447 43,438 Effects on adoption of amendments to FRS 117 - 11,970 - 11,970 At 1 January 2008 (Restated) 23,991 11,970 19,447 55,408 Additions - - 1,742 1,742 At 31 December 2008 23,991 11,970 21,189 57,150

55



3186-P




RM'000 RM'000 RM'000 RM'000

Company (contd.)

At 31 December 2008

Accumulated depreciationAt 1 January 2008 (Previously stated) - - 5,003 5,003 Effects on adoption of amendments to FRS 117 - 2,451 - 2,451 At 1 January 2008 (Restated) - 2,451 5,003 7,454 Charge for the year - 145 419 564 At 31 December 2008 - 2,596 5,422 8,018



RM'000 RM'000 RM'000 RM'000

2009

Cost 323 6,644 5,799 12,766 Accumulated depreciation - (1,796) (3,136) (4,932) Net carrying amount 323 4,848 2,663 7,834

2008

Cost 323 6,644 5,799 12,766 Accumulated depreciation - (1,721) (3,020) (4,741) Net carrying amount 323 4,923 2,779 8,025

The net carrying amount of freehold land, leasehold land and buildings of the Company, had theproperties been disclosed at historical cost less depreciation, would have been:-

Net book value of furniture, fittings and equipment of the Group and of the Company acquiredunder hire purchase and finance lease arrangements are RM262,068 (2008: RM669,512). Detailsof the terms and conditions of the hire purchase and finance lease arrangements are disclosed inNote 19 to the financial statements.

Leasehold land and buildings were revalued on 31 December 2009 by CB Richard Ellis(Malaysia) Sdn. Bhd., an independent professional valuer. Fair values of land were determined byreference to similiar industrial lands which have been sold or are being offered for sale, adjustingfor the necessary factors which affect the values. Fair values of buildings are determined usingdepreciated replacement cost method.

56


A n n u a l R e p o r t 2 0 0 9 77

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4. Prepaid land lease payments

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

(Restated)

Leasehold land

CostAt 1 January (Previously stated) 55,034 51,160 23,706 23,706 Effects on adoption of amendments to FRS 117 (44,430) (44,430) (23,477) (23,477) At 1 January (Restated) 10,604 6,730 229 229 Reclassification from capital work-in-progress (Note 3) 1,465 - - - Additions - 3,439 - - Exchange differences (1,121) 435 - - At 31 December 10,948 10,604 229 229

Accumulated amortisationAt 1 January (Previously stated) 9,245 8,306 3,327 3,044 Effects on adoption of amendments to FRS 117 (7,474) (6,943) (3,257) (2,978) At 1 January (Restated) 1,771 1,363 70 66 Amortisation charge (Note 26) 224 161 4 4 Exchange differences (582) 247 - - At 31 December 1,413 1,771 74 70

Net carrying amountAt 31 December 9,535 8,833 155 159

Analysed as:Long term leasehold land 9,380 8,674 - - Short term leasehold land 155 159 155 159

9,535 8,833 155 159

2009 2008RM'000 RM'000

Cost 9,906 9,906 Accumulated depreciation (1,386) (1,229) Net carrying amount 8,520 8,677

Company

Group

Group

The net carrying amount of leasehold land, had the properties been disclosed at historical costless depreciation, would have been:-

The leasehold land of the Group which were revalued in 1990 on an open market value basis arenow carried at deemed cost as permitted by FRS 116: Property, Plant and Equipment.

(Restated)



3186-P


5. Investment properties

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

CostAt 1 January (Previously stated) 12,180 12,043 6,547 6,410 Effects on adoption of amendments to FRS 117 16,546 16,546 11,507 11,507 At 1 January (Restated) 28,726 28,589 18,054 17,917 Addition - 137 - 137 At 31 December 28,726 28,726 18,054 18,054

Accumulated depreciationAt 1 January (Previously stated) 2,560 2,303 448 372 Effects on adoption of amendments to FRS 117 1,684 1,487 661 527 At 1 January (Restated) 4,244 3,790 1,109 899 Charge for the year (Note 26) 454 454 210 210 At 31 December 4,698 4,244 1,319 1,109

Net carrying amountAt 31 December 24,028 24,482 16,735 16,945

Representing investment property held under lease terms:

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000


Leasehold land 14,668 14,862 10,712 10,846 Buildings 9,360 9,620 6,023 6,099

24,028 24,482 16,735 16,945

Group Company

CompanyGroup

The investment properties consist of leasehold land and buildings which are held under leaseterms and are leased to third parties.

The leasehold building of the Group and of the Company which were revalued by independentprofessional valuers in 1996 on an open market value basis are now carried at deemed cost aspermitted by FRS 116: Property, Plant and Equipment.

The market value of the investment property as at 31 December 2009 is approximatelyRM57,300,000. The market value for the year was obtained CB Richard Ellis (Malaysia) Sdn.Bhd., an independent professional valuer. Fair values of land were determined by reference tosimiliar industrial lands which have been sold or are being offered for sale, adjusting for thenecessary factors which affect the values. Fair values of buildings are determined usingdepreciated replacement cost method.

(Restated)(Restated)

from


A n n u a l R e p o r t 2 0 0 9 79

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6. Intangible asset

Computer software

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

CostAt 1 January 3,920 3,845 1,481 1,545 Additions 135 211 2 61 Reclassification from capital work-in-progress (Note 3) 62 - 62 - Write off (40) (136) - - Disposal - - - (125) Acquisition of a subsidiary company (Note 7(b)) 47 - - - Exchange difference (3) - - - At 31 December 4,121 3,920 1,545 1,481

Accumulated amortisationAt 1 January 3,251 2,514 1,170 1,023 Amortisation charge (Note 26) 453 748 55 152 Written off (40) (11) - - Disposal - - - (5) Acquisition of a subsidiary company (Note 7(b)) 41 - - - Exchange difference (3) - - - At 31 December 3,702 3,251 1,225 1,170

Net carrying amountAt 31 December 419 669 320 311

7. Subsidiary companies

2009 2008RM'000 RM'000

Quoted shares at cost in Malaysia At 1 January/31 December 19,155 19,155

Unquoted shares:- in Malaysia, at cost

At 1 January 78,188 76,688 Subscription of additional shares - * 1,500 Investment written off (51) - Transfer from investment in jointly controlled entity 200 - At 31 December 78,337 78,188 Less: Accumulated impairment loss (1,000) (1,000)

77,337 77,188

* Additional subscription of shares amounted to RM10

Group Company

Company

59



3186-P


7. Subsidiary companies (contd.)

2009 2008RM'000 RM'000

Unquoted shares (contd.):- outside Malaysia, at cost

At 1 January 41,068 10,813 Incorporation of a new subsidiary company - 19,619 Subscription of additional shares - 10,636 At 31 December 41,068 41,068

Total unquoted shares 118,405 118,256

Total investments in subsidiary companies 137,560 137,411

Market value of quoted shares in Malaysia 32,252 20,404

Notes:-

(a) Amounts due from/(to) subsidiary companies

2009 2008RM'000 RM'000

Amounts due from subsidiary companies 150,984 218,082 Allowance for doubtful debts (17,514) (17,547)

133,470 200,535 Less: Portion in current assets (62,424) (98,583)

71,046 101,952

Amounts due to subsidiary companies 62,392 155,363 Less: Portion in current liabilities (360) (420)

62,032 154,943

(b) Acquisition of subsidiary

The acquired subsidiary has contributed the following results to the Group:

2009RM'000

Revenue 832 Loss for the year (686)

Company

Company

60

On 17 August 2009, the Company acquired the remaining 50% equity interest in the jointlycontrolled entity, KJO Systems Sdn. Bhd., resulting in KJO Systems Sdn. Bhd. becoming awholly-owned subsidiar y of the Com pany. The cost of ac quisition was RM10.


A n n u a l R e p o r t 2 0 0 9 81

3186-P


7. Subsidiary companies (contd.)

(b) Acquisition of subsidiary (contd.)

RM'000

Property, plant and equipment (Note 3) 139 Inventories 2 Trade and other receivables 1,077 Cash and bank balances 14

1,232

Trade and other payables (1,819) Deferred tax liabilities (Note 11) (9)

(1,828)

Fair value of net liabilities (596) Group's share of net assets 582 Goodwill on acquisition 14 Total cost of acquisition -

The cash outflow on acquisition is as follows:

Total cash outflow of the Company - Cash and cash equivalents of subsidiary acquired 14 Net cash inflow of the Group 14

Goodwill on acquisition had been fully impaired.

(c)

If the acquisition had occurred on 1 January 2009, the Group's revenue and loss for the yearwould have been RM917,359 and RM889,392 respectively.

The carrying amount of assets and liabilities arising from the acquisition which represent thefair value are as follows:

The details of the subsidiary companies are set out in Note 36 to the financial statements.

61



3186-P


8. Investment in an associated company

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

In Malaysia:-Unquoted shares, at cost 10,000 10,000 10,000 10,000 Share of post-acquisition reserves 13,423 13,423 - -

23,423 23,423 10,000 10,000

The summarised financial information of the associate are as follows:

2009 2008RM'000 RM'000

Assets and liabilitiesCurrent assets 17,156 16,352 Non-current assets 42,165 46,113 Total assets 59,321 62,465

Current liabilities (12,097) (14,813) Non-current liablities (378) (806) Total liabilities (12,475) (15,619)

ResultsRevenue 23,404 35,882 Profit for the year - -

Notes:

(a) Share of post-acquisition reserves

2009 2008RM'000 RM'000

As at 1 January 13,423 13,518 Share of loss after tax - (95) As at 31 December 13,423 13,423

(b)

(c)

Group

Group

Company

The details of the associated company are set out in Note 36 to the financial statements.

The amount due from associated company is repayable on demand.

62


A n n u a l R e p o r t 2 0 0 9 83

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9. Investment in a jointly controlled entity

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

In Malaysia:-Unquoted shares, at cost - 200 - 200 Share of post-acquisition reserves - (395) - -

- (195) - 200 Long term receivable - 963 - 328

- 768 - 528

RM'000

Assets and liabilitiesCurrent assets 555 Non-current assets 76 Total assets 631

Current liabilities (823) Non-current liablities (4) Total liabilities (827)

ResultsLoss for the year (250)

(a)

(b)

CompanyGroup

The settlement of the long term receivable amount was not likely to occur in the foreseeablefuture. In substance, it forms part of the Group's net investment in the jointly controlled entity.

The Group's aggregate share of the current assets, non current assets, current liabilities, non-current liabilities, income and expenses of the jointly controlled entity for the financial year ended31 December 2008 is as follows:-

The details of the jointly controlled entity are set out in Note 37 to the financial statements.

The amount due from jointly controlled entity was repayable on demand.

63

On 17 August 2009, the Company acquired the remaining 50% equity interest in the jointlycontrolled entity, KJO Systems Sdn. Bhd., resulting in KJO Systems Sdn. Bhd. becoming a wholly-owned subsidiary of the Company.



3186-P


10. Other investment

2009 2008RM'000 RM'000

Golf club membership 90 90

11. Deferred taxation

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

At 1 January (5,146) (3,867) (13,601) (10,264)Acquisition of subsidiary (Note 7(b)) 9 - - - Recognised in the income statement (Note 28) (2,570) (807) (2,600) (3,251) Recognised in revaluation reserve 22,791 (472) 10,370 (86) At 31 December 15,084 (5,146) (5,831) (13,601)

Presented after appropriate offsetting as follows:-

Deferred tax assets (6,223) (18,578) - - Deferred tax liabilities 21,307 13,432 - -

15,084 (5,146) - -

Group Company

Group

64


A n n u a l R e p o r t 2 0 0 9 85


11.

Def

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At 1

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:-

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(46)

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3186-P


11. Deferred taxation (contd.)

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

2009 2008RM'000 RM'000

Unabsorbed tax losses 13,077 12,148 Unutilised capital allowances 19,395 17,997 Unutilised reinvestment allowances 28,603 28,603 Other deductible temporary differences 595 599

61,670 59,347

12. Inventories

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

At cost:-Raw materials 128,765 171,118 18,249 17,397 Work-in-progress 33,668 22,756 14,266 10,487 Finished goods 43,286 49,103 4,569 5,125 Spare parts and consumables 12,866 9,078 - - Goods in transit 1,712 5,026 - -

220,297 257,081 37,084 33,009

At net realisable value:-Raw materials - 2,185 - 1,115 Finished goods 124 175 - -

220,421 259,441 37,084 34,124

Group

Group

Company

67


A n n u a l R e p o r t 2 0 0 9 87

3186-P


13. Trade and other receivables

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Trade receivables 206,066 194,351 24,243 25,464 Less: Allowance for

doubtful debts (6,223) (4,547) (693) (693) 199,843 189,804 23,550 24,771

Other receivables 10,060 3,106 669 692 Less: Allowance for

doubtful debts (466) (31) - - 9,594 3,075 669 692

Deposits and prepayments 6,674 5,297 268 235 Value added tax recoverable 252 1,648 - -

16,520 10,020 937 927 216,363 199,824 24,487 25,698

14. Short term deposits

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Deposits placed with:- licensed banks 46 1,883 13 13 - other financial institution 16,532 19,490 15,531 19,490

16,578 21,373 15,544 19,503

Group Company

CompanyGroup

The Group has no significant concentration of credit risk that may arise from exposures to a singledebtor or to groups of debtors.

The Group's normal trade credit term ranges from 30 to 120 days. Other credit terms are assessedand approved on a case-by-case basis.

68



3186-P


14. Short term deposits (contd.)

Interest InterestRates Maturities Rates Maturities

% Days % Days2009

Licensed banks 1.85 to 2.66 1 to 31 2.30 to 2.66 1 to 31Other financial institution 1.80 to 2.66 1 to 31 1.80 to 2.66 1 to 31

2008

Licensed banks 3.01 to 4.00 1 to 31 3.01 to 3.23 1 to 31Other financial institution 3.05 to 3.50 1 to 31 3.05 to 3.50 1 to 31

15. Discontinued operation

The revenue, results and cash flow of MUP were as follows:-

2009 2008RM'000 RM'000

Revenue - - Expenses - (2,968) Loss before tax of discontinued operation - (2,968) Income tax expense - - Loss after tax of discontinued operation - (2,968)

Group Company

The range of interest rates during the financial year and the maturities of deposits at the financialyear end were as follows:-

Other financial institution is a building society in Malaysia.

Other information on financial risks of cash and cash equivalents are disclosed in Note 37.

69

On 1 April 2007, Multi-Pet Sdn. Bhd. ("MUP"), a 100% owned subsidiary of the Company ceasedoperation. RM2,770,498 of the property, plant and equipment of MUP has been presented as non-current asset held for sales and the results from this subsidiary is presented separately on theconsolidated income statement as discontinued operation.


A n n u a l R e p o r t 2 0 0 9 89

3186-P


15. Discountinued operation (contd.)

2009 2008RM'000 RM'000

Auditors' remuneration- current - 4 - overprovision in prior year - (3) Gain on disposal of property, plant and equipment - (50) Property, plant and equipment written off - 335 Impairment of property, plant and equipment - 2,765

16. Share capital

Par Value AmountNo. of shares RM RM'000

Authorised:-

At 31 December 2008/ 2009 0.25 500,000

Issued and fully paid:-

At 31 December 2008/ 2009 444,167,786 0.25 111,042

17. Reserves

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Non-distributable:- Share premium (a) 744 744 744 744 Revaluation reserve (b) 106,811 1,043 55,218 86 Capital reserve (c) 4,480 4,480 - - Exchange reserve (d) (5,092) (214) - -

106,943 6,053 55,962 830 Distributable:- Retained earnings (e) 600,527 573,959 224,352 192,498 At 31 December 707,470 580,012 280,314 193,328

Group/Company

2,000,000,000

CompanyGroup

70



3186-P


17. Reserves (contd.)

Notes:-

(a)

(b)

(c)

(d)

The share premium arose from the issuance of ordinary shares at a consideration higher thanthe par value of the ordinary shares.

The revaluation reserve arose as a result of the revaluation of land and buildings of theCompany and certain subsidiary companies, as disclosed in Note 3, Note 4 and Note 5 to thefinancial statements, net of deferred taxation effect.

The capital reserve arose as a result of capitalisation of retained earnings and revaluationreserve for bonus issue by a subsidiary company, Box-Pak (Malaysia) Berhad, in 1996.

The exchange reserve arose from the translation of the financial statements of the foreignsubsidiary companies.

71

(e) Prior to the year of assessment 2008, Malaysian companies adopted the full imputationsystem. In accordance with the Finance Act 2007 which was gazetted on 28 December 2007,companies shall not entitled to deduct on dividend paid, credited or distributed to itsshareholders, and such dividends will be exempted from tax in the hands of the shareholders("single tier system"). However, there is a transitional period of six years, expiring on 31December 2013, to allow companies to pay franked dividends to their shareholders underlimited circumstances. Companies also have an irrevocable option to disregard the Section108 balance and opt to pay dividends under the single tier system. The change in the taxlegislation also provides for the Section 108 balance to be locked-in as at 31 December 2007in accordance with Section 39 of the Finance Act 2007.

The Company did not elect for the irrevocable option to disregard the Section 108 balance.Accordingly, during the transitional period, the Company may utilise the tax credit in theSection 108 balance as at 31 December 2009 and 2008 to distribute cash dividend paymentsto ordinary shareholdings as defined under the Finance Act 2007. As at 31 December 2009and 2008, the Company has sufficient tax credit in the Section 108 balance to pay frankeddividends out of its entire retained earnings.

As at 31 December 2009, the Company has tax exempt profits available for distribution ofapproximately RM3,419,172 (2008: RM16,299,765), subject to the agreement of the InlandRevenue Board.


A n n u a l R e p o r t 2 0 0 9 91

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18. Retirement benefit obligations

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Present value of unfunded defined benefit obligations 29,100 30,212 11,944 11,875 Unrecognised actuarial loss (4,824) (4,813) (1,743) (1,743)

24,276 25,399 10,201 10,132

Analysed as:Not later than 1 year 1,397 521 685 - Later than 1 year but not later than 2 years 1,605 2,331 591 1,012 Later than 2 years but not later than 5 years 4,979 3,903 2,015 1,850 Later than 5 years 16,295 18,644 6,910 7,270

24,276 25,399 10,201 10,132

Analysed as:Current 1,397 521 685 - Non-current 22,879 24,878 9,516 10,132

24,276 25,399 10,201 10,132

Group Company

Included in the provision for retirement benefit obligations are amounts payable to directors ofRM4,441,025 (2008: RM6,179,000) for the Group and RM2,039,375 (2008: RM2,341,000) for theCompany.

The Group operates an unfunded, defined retirement benefit scheme and provision is made atcontracted rates for benefits that would become payable on retirement of eligible employees.Under the Scheme, eligible employees are entitled to retirement benefits varying between 18 daysand 52 days per year of final salary upon attainment of the retirement age of 55.

72



3186-P


18. Retirement benefit obligations (contd.)

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

At 1 January 30,212 30,542 11,875 11,625 Current service cost 1,343 1,496 442 471 Interest cost 1,215 1,576 480 539 Benefits paid by the plan (3,670) (3,402) (853) (760) At 31 December 29,100 30,212 11,944 11,875

The amounts recognised in the income statement are as follows:-

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Current service cost 1,343 1,496 442 471Interest cost 1,215 1,576 480 539Net actuarial (gain)/ loss (11) 348 - 113Total, included in staff cost (Note 27) 2,547 3,420 922 1,123

Principal actuarial assumptions used:-

2009 2008% %

Discount rate 6 6 Expected rate of salary increases 5 5 - 6

Group Company

Group Company

The movement in the present value of the defined benefit obligations over the years is as follows:-

73


A n n u a l R e p o r t 2 0 0 9 93

3186-P


19. Hire purchase creditors

Details of the hire purchase balance are as follows:-

Present PresentMinimum Value of Minimum Value of

Payments Payments Payments PaymentsRM'000 RM'000 RM'000 RM'000

Amount repayable within:-1 year after balance sheet date 227 189 311 290 Later than 1 year and not later than 2 years 92 85 181 171 Later than 2 year and not later than 5 years - - 101 99

319 274 593 560 Less: Unexpired interest (45) - (33) -

274 274 560 560 Less: Amount due within 12 months (189) (189) (290) (290)

85 85 270 270

20. Terms loans (unsecured)

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Term loan (unsecured):-- Type 1 - 1,006 - - - Type 2 1,065 3,448 - - - Type 3 10,000 20,000 10,000 20,000 - Type 4 7,295 10,361 - - - Type 5 7,069 5,552 - -

25,429 40,367 10,000 20,000 Amount repayable within 12 months (Note 22) (15,584) (17,150) (10,000) (10,000) Amount repayable after 12 months 9,845 23,217 - 10,000

20082009

Company

Group/Company Group/Company

Group

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20. Terms loans (unsecured) (contd.)

Term loan balances are analysed as follows:-

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Amount payable within:-1 year after balance sheet date 15,584 17,150 10,000 10,000More than 1 year but not later than 2 years 7,863 19,413 - 10,000More than 2 years but not later than 5 years 1,982 3,804 - -

25,429 40,367 10,000 20,000

Details of the term loans are as follows:-

CommencingLoan Date

%

# Type 1 May-04 14 quarterly equal instalments commencing 18 months from the date of drawdown

Type 2 Feb-05 16 quarterly instalments after 12 monthsof drawdown

Type 3 Aug-05 5 equal annual instalments commencingfrom the date of first drawdown

Type 4 Aug-08 17 quarterly instalments on the 12 monthscommencing from the first drawdown

Type 5 Jun-09 16 quarterly instalments after 15 monthsof drawdown

#

cost of fund + 0.4%

Company

cost of fund + 0.4%

Interest RepaymentRate Term

cost of fund + 0.4%

cost of fund + 0.4%

2.86 - 4.26

Group

This term loan is secured by a corporate guarantee from the Company and a charge on theasset of a subsidiary company.

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21. Provision for solid waste disposal

2009 2008RM'000 RM'000

At 1 January 207 218 Additional provision during the year (Note 26) 896 962 Utilisation of provision during the year (906) (973) At 31 December 197 207

22. Bank borrowings

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Bank borrowings:- bankers' acceptances 55,056 111,140 7,339 16,618 - revolving credit 60,000 50,000 60,000 50,000 - term loans - current portion (Note 20) 15,584 17,150 10,000 10,000

130,640 178,290 77,339 76,618

2009 2008 2009 2008% % % %

Bank overdraft - - - 3.65 - 3.93Bankers' acceptances 1.63 - 4.93 3.57 to 3.95 2.33 - 2.85 3.62 - 3.75Revolving credit 3.30 - 4.35 4.35 - 4.40 3.30 - 4.35 4.23 - 4.35

Group Company

Group

Group Company

The Group has to dispose of solid waste in accordance with environmental requirements. Aprovision has been made for estimated solid waste based on service provider's price quotation.

Certain bankers' acceptances of the Group are secured by a corporate guarantee from theCompany.

The effective interest rates per annum at the balance sheet date for bank borrowings, excludingterm loans, were as follows:-

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23. Trade and other payables

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Trade payables 36,521 48,164 5,079 7,849 Other payables 15,570 13,267 1,967 2,285 Value added tax payable - 180 - - Accrued expenses 47,102 17,303 6,852 5,235

99,193 78,914 13,898 15,369

24. Revenue

Revenue of the Group and of the Company consists of the following:-

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Sales of goods 875,534 875,407 142,178 152,221 Dividend income from unquoted subsidiary companies - - 74,070 35,127 Dividend income from quoted subsidiary companies - - 1,646 1,645 Others 67 120 - -

875,601 875,527 217,894 188,993

25. Finance costs

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Interest on:-- term loans 2,165 3,637 526 1,199 - bank overdrafts 2 3 - - - bankers' acceptances 2,148 2,541 323 433 - revolving credit 2,093 2,079 2,093 2,083 - hire purchase creditors 22 22 22 22

6,430 8,282 2,964 3,737

Company

Group

Group

Company

Company

Group

The normal trade credit term granted to the Group ranges from 30 to 90 days.

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26. Profit before tax

The following amounts have been included at arriving at profit before tax:-

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Non executive directors' remuneration (Note 31) 491 491 385 386 Allowance for doubtful debts- trade and other receivables 1,693 1,526 - - Auditors' remuneration:- audit fee 234 271 48 48 - non audit fee 26 5 26 5 - underprovision in prior year 5 17 5 5 Depreciation of:- property, plant and equipment (Note 3) 43,437 38,683 11,283 9,265 - investment properties (Note 5) 454 454 210 210 Amortisation of:- prepaid land lease payments (Note 4) 224 161 4 4 - intangible asset (Note 6) 453 748 55 152 Employee benefits expense (Note 27) 72,528 72,795 15,040 14,036 Foreign exchange loss/(gain):- realised 6,201 6,144 83 594 - unrealised 1,248 144 187 (515) Property, plant and equipment written off 471 1,345 462 146 Intangible assets written off - 125 - - Impairment of goodwill (Note 7(b)) 582 - - - Provision for solid waste disposal (Note 21) 896 962 - - Operating leases: 2,595 2,498 24 50 - minimum lease payments for building 1,552 1,504 5 17 - minimum lease payments for plant and machineries 231 219 - - - motor vehicle 467 417 - - - equipment 38 57 1 19 - accommodation 307 301 18 14

Group Company

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26. Profit before tax (contd.)

The following amounts have been included at arriving at profit before tax (contd.):-

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Inventories written off 19 - - - Inventories written down 230 38 - - Bad debts recovered - (3) - (3) Loss/(gain) on disposal of property, plant and equipment 407 (1,699) (433) (1,610) Interest income (396) (1,646) (1,972) (3,393) Rental income from investment properties (2,318) (3,483) (3,073) (3,010) Direct operating expenses of investment properties 230 243 198 181 Reversal of allowance for doubtful debts: - subsidiary companies - - (33) (947) - trade and other receivables (437) (110) - (83) Impairment of property, plant and equipment 14,379 - 3,344 -

27. Employee benefits expense

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Wages and salaries 60,205 57,151 11,484 10,090 Termination benefits arising from restructuring exercise - 1,901 - - Social security costs 669 681 195 210 Short term accumulating

compensated absences 3 336 (9) 30 Pension cost

- defined contribution plan 6,000 5,790 1,850 1,779 Pension cost - defined benefit

plan (Note 18):- 2,547 3,420 922 1,123 Other benefits 3,104 3,516 598 804

72,528 72,795 15,040 14,036

Company

Company

Group

Group

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27. Employee benefits expense (contd.)

(a) Directors' remuneration

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Directors' emolument payable to directors of:-- the Company 4,248 4,452 1,355 1,388- subsidiary companies who are not directors of the Company 1,910 3,998 - - Directors' fees payable to directors of:-- the Company 700 701 585 586- subsidiary companies who are not directors of the Company 90 90 - -

28. Taxation

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Income tax:- Malaysian income tax 16,646 15,810 16,644 8,872 - Under/(over) provision in prior years 390 (174) (15) (122)

17,036 15,636 16,629 8,750

Company

CompanyGroup

Group

Further information on directors' remuneration is disclosed in Note 31 to the financialstatements.

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28. Taxation (contd.)

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Deferred tax (Note 11):- Relating to origination and reversal of temporary difference (1,248) 22 (760) (4,624) - Effect of change in tax rate on temporary differences recognised as deferred tax during the year - (675) - 220 - Effect of change in tax tax on opening of deferred tax - 799 - 454 - (Over)/underprovision of deferred tax in prior years (1,322) (953) (1,840) 699

(2,570) (807) (2,600) (3,251) 14,466 14,829 14,029 5,499

CompanyGroup

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.During the current financial year, the income tax rate applicable to subsidiary companies inVietnam was 7.5% (2008: Nil).

Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2008: 26%) of theestimated assessable profit for the year.

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Notes:-

(a)

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Profit before tax 68,491 90,241 68,091 38,724

Taxation at Malaysian statutory tax rate of 25% (2008: 26%) 17,123 23,463 17,023 10,068 Effect of share results of an associate and a jointly controlled entity - 89 - - Effect of lower tax rates for small and medium scale companies - (34) - - Effect of income not subject to tax (3,290) (5) (2,338) (1,307) Income taxed at zero rate on a subsidiary company in Vietnam - (3,234) - - Income taxed at different rate on subsidiary company in Vietnam (4,253) - - - Effect of expenses not deductible for tax purposes 5,702 1,497 1,199 251 Deferred tax assets not recognised during the financial year 984 164 - - Effect of utilisation of prior year unrecognised deferred tax assets (403) (239) - - Effect of utilisation of current year reinvestment allowances (465) (5,861) - (4,764) Balance carried forward 15,398 15,840 15,884 4,248

CompanyGroup

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

82



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Notes:-

(a) (contd.)

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Balance brought forward 15,398 15,840 15,884 4,248 Deferred tax assets recognised on:- unutilised capital allowances - - - - - reinvestment allowance - (8) - - Effect of change in tax rate on opening of deferred tax - 799 - 454 Effect of change in tax rate on temporary differences - (675) - 220 Reversal of deferred tax liabilities arising from control transfer of property, plant and equipment to related company - - - - Under/(over) provision in prior years:- income tax 390 (174) (15) (122) - deferred tax (1,322) (953) (1,840) 699 Tax expense for the year 14,466 14,829 14,029 5,499

Group Company

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29. Earnings per share

(a) Basic earnings per share

2009 2008

Profit after taxation and minority interests (RM'000)Continuing operations 48,776 72,469 Discontinued operation - (2,968)

48,776 69,501

Weighted average number of ordinary shares in issue ('000) 444,168 444,168

Basic earnings per share (sen):Continuing operations 10.98 16.32 Discontinued operation - (0.67)

10.98 15.65

(b) Diluted earnings per share

30. Dividends

(i) Paid and proposed dividends

2009 2008Sen Sen

Paid:- Interim tax exempt dividend of 10% (a) 2.50 2.50 Final tax exempt dividend of 10% (b) 2.50 2.50 Special tax exempt dividend of 15% (c) - 3.75 Proposed:- Final dividend of 10% (d) 1.88 - Final tax exempt dividend of 10% (e) - 2.50

6.88 11.25

Group

Basic earnings per ordinary share is calculated by dividing the net profit after taxation by theweighted average number of ordinary shares in issue during the financial year.

The Group does not have any potential dilutive ordinary shares. Accordingly, the dilutedearnings per share is not presented.

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30. Dividends (contd.)

(i) Paid and proposed dividends (Contd.)

Notes:-

(a)

(b)

(c)

(d)

(e)

(ii) Dividends accounted for in the financial statements

2009 2008RM'000 RM'000

Dividend payments:-- Interim dividend 11,104 11,104 - Special dividend - 16,657 - Final dividend proposed in 2007 paid in 2008 - 11,104 - Final dividend proposed in 2008 paid in 2009 11,104 -

22,208 38,865

Interim tax exempt dividend per share is calculated by dividing the interim dividenddeclared for the year of RM11,104,195 (2008: RM11,104,195) by the number of ordinaryshares of RM0.25 each in issue of 444,167,786 (2008: 444,167,786 ordinary shares ofRM0.25 each).

Final dividend per share is calculated by dividing the final dividend proposed for the yearended 31 December 2009 of RM8,328,146 by the number of ordinary shares of RM0.25each in issue of 444,167,786.

Special tax exempt dividend per share is calculated by dividing the special tax dividend declared for the year of RM Nil (2008: RM16,656,292) by the number of ordinary sharesof RM0.25 each in issue of 444,167,786 (2008: 444,167,786).

Final tax exempt dividend per share is calculated by dividing the final dividend declaredfor the year of RM11,104,195 (2008: RM11,104,195) by the number of ordinary shares ofRM0.25 each in issue of 444,167,786 (2008: 444,167,786).

At the forthcoming Annual General Meeting, a final dividend of 10% less tax of 25% on444,167,786 ordinary shares, amounting to a dividend payable of RM8,328,146 (1.88 sen pershare) in respect of the financial year ended 31 December 2009, will be proposed forshareholders’ approval. The financial statements for the current financial year do not reflectthis proposed dividend. Such dividend, if approved by the shareholders, will be accounted forin shareholders’ equity as an appropriation of retained earnings in the financial year ending 31December 2010.

Final tax exempt dividend per share is calculated by dividing the final dividend proposedfor the year ended 31 December 2008 of RM11,104,195 by the number of ordinaryshares of RM0.25 each in issue of 444,167,786.

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31. Directors' remuneration

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Directors of the Company

Executive:- Salaries and other emoluments 3,546 3,547 1,125 1,125 Fees 280 280 200 200 Bonus 370 370 125 125 Pension cost - defined contribution plan 332 332 105 105 Pension cost - defined benefit plan - 203 - 33

4,528 4,732 1,555 1,588 Non-Executive:- Fees 420 421 385 386

4,948 5,153 1,940 1,974

Other Directors

Executive:- Salaries and other emoluments 1,490 1,496 - - Fees 20 20 - - Bonus 135 127 - - Pension cost - defined contribution plan 148 144 - - Pension cost - defined benefit plan 137 2,231 - -

1,930 4,018 - - Non-Executive:- Fees 70 70 - -

2,000 4,088 - - Total directors' remuneration 6,948 9,241 1,940 1,974

Group Company

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31. Directors' remuneration (contd.)

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Analysis:-

Total executive directors' remuneration 6,458 8,750 1,555 1,588 Total non-executive directors' remuneration (Note 26) 491 491 386 386 Total directors' remuneration 6,949 9,241 1,941 1,974

2009 2008

Executive directors:-Below RM1,000,000 - - RM1,000,001 - RM1,050,000 2 1 RM1,050,001 - RM1,100,000 - - RM1,100,001 - RM1,150,000 - - RM1,150,001 - RM1,200,000 1 1 RM1,200,001 - RM1,250,000 - 1 RM1,250,001 - RM1,300,000 1 1

Non Executive directors:-Below RM50,000 - - RM50,001 - RM100,000 6 5

CompanyGroup

Number of Directors

The number of directors of the Company whose total remuneration falls within the respectivebands are analysed as follows:-

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32. Capital commitments

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Capital expenditure Approved and contracted for:- Property, plant and equipment 6,976 20,577 444 8,767 Building construction 45 1,798 - -

7,021 22,375 444 8,767

33. Operating lease payables

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

1 year after balance sheet date 96 100 7 12

More than 1 year but not later than 2 years 9 16 - -

105 116 7 12

Company

Group

Group

Company

The future minimum lease payable under non-cancellable operating leases are summarised asfollows:-

The above lease payables are in respect of the rental of staff quarters, warehouse and machinery,on terms and conditions mutually agreed by both parties.

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34. Operating lease receivables

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

1 year after balance sheet date 3,539 1,328 3,280 833

More than 1 year but not later than 2 years 2,142 176 2,142 -

More than 2 years but not later than 5 years 103 - 103 -

5,784 1,504 5,525 833

35. Related party transactions

(a)

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Sales to subsidiary companies - - (60,265) (52,696) Sales to an associated company (189) (333) - - Rental receivable from subsidiary companies - - (792) (792) Management fees receivable from an associated company - (168) - (168) Interest income receivable from subsidiary companies - - (1,699) (2,565) Transfer of property, plant and equipment to subsidiary companies - - (394) (1,941) Transfer of property, plant and equipment from a subsidiary company - - 9 54

Company

Group

Group

Company

The future minimum lease receivable under non-cancellable operating leases are summarised asfollows:-

The above lease receivable is in respect of the rental income from letting of factory building andindustrial land.

In addition to the transactions detailed elsewhere in the financial statements, the Group andthe Company had the following transactions with related parties during the financial year:-

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35. Related party transactions (contd.)

(a) (contd.)

2009 2008 2009 2008RM'000 RM'000 RM'000 RM'000

Transfer of intangible asset to an associated company - (120) - (120) Purchases from subsidiary companies - - 5,495 16,309

Apart from the above, the Group also entered into the following related party transactions:-

Nature of transaction Identity of related party 2009 2008RM'000 RM'000

Sales of trading (i) Hercules Sdn. Bhd. 669 286 inventories by a (ii) Hercules (Vietnam) Co., Ltd. 139 179 subsidiary company (iii) Metal Closure & Seals - 53

Sdn. Bhd.

(b)

36. Subsidiaries, associate and jointly controlled entity

Details of the Company's subsidiaries, associate and jointly controlled entity are as follows:-

Country of Nature ofCompany incorporation business 2009 2008

% %(a) Subsidiary companies of the Company

Box-Pak (Malaysia) Malaysia Corrugated 54.83 54.83 Berhad ("BP") fibre board

carton manufacturer

Canco Engineering & Malaysia Winding up 100 100 Machinery Sdn. Bhd.

Effective interest held

Group Company

The parties are deemed related to the Group by virtue of common directorship held by SeeLeong Chye @ Sze Leong Chye in these parties and a subsidiary company.

The Group and the Company do not have any key management personnel who have authority and responsibility for planning, directing and controlling the activities of the Group and theCompany directly or indirectly, except for the directors. The directors' remunerations are asdisclosed in Note 31.

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36. Subsidiaries, associate and jointly controlled entity (contd.)


% %(a) Subsidiary companies of the Company (contd.)

Federal Metal Printing Malaysia Metal printing 100 100 Factory Sdn. Bhd. and can

manufacturer

Indastri Kian Joo Malaysia Letting out of 100 100 Sdn. Bhd. factory building

^ Kian Joo Can Vietnam Can 100 100 (Vietnam) Co., Ltd. manufacturer

^ Kian Joo Canpack Vietnam Provision of 60 60 (Vietnam) Co., Ltd. contract

packing services

Kian Joo Packaging Malaysia 2-piece 100 100 Sdn. Bhd. aluminium

beverage cans manufacturer

Kian Joo Canpack Malaysia Provision of 100 100 Sdn. Bhd. contract

packing services

Kian Joo Canpack Malaysia Provision of 100 100 (Shah Alam) contract Sdn. Bhd. packing services

KJ Can (Johore) Malaysia Can 100 100 Sdn. Bhd. manufacturer

KJ Can (Selangor) Malaysia Can 100 100 Sdn. Bhd. manufacturer

^ KJ Can (Singapore) Singapore Dormant 100 100 Pte. Ltd.

KJM Aluminium Can Malaysia 2-piece 100 100 Sdn. Bhd. aluminium

retortable can manufacturer


91


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36. Subsidiaries, associate and jointly controlled entity (contd.)


% %(a) Subsidiary companies of the Company (contd.)

Metal-Pak (Malaysia) Malaysia Can 100 100 Sdn. Bhd. ("MP") manufacturer

Multi-Pet Sdn. Bhd. Malaysia Ceased 100 100 operation

KJO Systems Sdn. Bhd. Malaysia Packaging 100 - machinery manufacturer

(b) Subsidiary companies of BP

Box-Pak (Johore) Malaysia Corrugated fibre 54.83 54.83 Sdn. Bhd. board carton

manufacturer

^ Box-Pak (Vietnam) Vietnam Corrugated fibre 54.83 54.83 Co., Ltd. board carton

manufacturer

(c) Subsidiary companies of MP

Bintang Seribu Malaysia Letting out of 100 100 Sdn. Bhd. factory building

Great Asia Tin Cans Malaysia Letting out of 100 100 Factory Company factory building Sdn. Bhd.

(d) Associated company of the Company

Kian Joo-Visypak Malaysia Polyethylene 50 50 Sdn. Bhd. terephalate

products manufacturer

(e) Jointly controlled entity of the Company

KJO Systems Malaysia Packaging - 50 Sdn. Bhd. machinery

manufacturer

^ Audited by firms of auditors other than Ernst & Young


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37. Financial instruments

(a) Financial risk management objectives and policies

(b) Interest rate risk

(c) Foreign exchange risk

The Group is not significantly exposed to foreign currency risk as the majority of theGroup's transactions, assets and liabilities are denominated in Ringgit Malaysia exceptfor foreign exchange risks arising from imports and exports and from a country inwhich foreign subsidiary companies operate. The currencies giving rise to this risk areprimarily United States Dollar ("USD"), Singapore Dollar ("SGD"), Euro ("EURO"),Swiss Franc ("CHF"), Japanese Yen ("JPY"), Vietnam Dong ("VND"), Thai Baht("Thai") and Sterling Pound ("GBP").

The Group is not engaged in any hedging transactions.

The Group’s financial risk management policy seeks to ensure that adequate financialresources are available for the development of the Group’s businesses whilstmanaging its interest rate, foreign exchange, liquidity and credit risks. The Groupoperates within clearly defined guidelines that are approved by the Board and theGroup’s policy is not to engage in speculative transactions.

The information on maturity dates and effective interest rates of financial assets andliabilities are disclosed in their respective notes.

The investments in other financial assets are mainly short term in nature and they arenot held for speculative purposes but have been mostly placed in fixed deposits whichyield better returns than cash at bank.

The Group’s primary interest rate risk relates to interest-bearing debt. The Groupmanages its interest rate exposure by maintaining a prudent mix of fixed and floatingrate borrowings. The Group actively reviews its debt portfolio, taking into account theinvestment holding period and nature of its assets. This strategy allows it to capitaliseon cheaper funding in a low interest rate environment and achieve a certain level ofprotection against rate hikes.

93


A n n u a l R e p o r t 2 0 0 9 113


37. Financial instruments (contd.)

(c) Foreign exchange risk (contd.)

The net unhedged financial assets and financial liabilities of the Group as at 31 December 2009 that are not denominated in their functional currencies are as follows:-

Functional currency JPY SGD EURO GBP THAI CHF USD of the Group RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

31 December 2009

Trade receivables Ringgit Malaysia - 5,374 41 - - - 9,970 Vietnam Dong - - - - - - 5,285

- 5,374 41 - - - 15,255

Trade payables Ringgit Malaysia (202) (655) (70) - - - (1,522) Vietnam Dong - - (23) - - - (2,965)

(202) (655) (93) - - - (4,487)

Other receivables Ringgit Malaysia - - 5 - - - 292

Other payables Ringgit Malaysia - (249) (6) (9) - (19) (855)

Term loans (unsecured) Vietnam Dong - - - - - - (15,429)

Net exposure (202) 4,470 (53) (9) - (19) (5,224)

31 December 2008

Trade receivables Ringgit Malaysia - 10,691 - - - - 6,965 Vietnam Dong - - - - - - 720

- 10,691 - - - - 7,685

Trade payables Ringgit Malaysia - (1,038) (581) - - - (4,771) Vietnam Dong (144) (8) (71) - - - (6,925)

(144) (1,046) (652) - - - (11,696)

Other receivables Ringgit Malaysia - - - - - - 121

Other payables Ringgit Malaysia - (143) (80) (4) - (1) (797)

Term loans (unsecured) Vietnam Dong - - - - - - (19,112)

Net exposure (144) 9,502 (732) (4) - (1) (23,799)



3186-P


37. Financial instruments (contd.)

(d) Liquidity risk

(e) Credit risk

(f) Fair values

Credit risks, or the risk of counterparties defaulting, is controlled by the application ofcredit approvals, limits and monitoring procedures. Credit risks are minimised andmonitored via strictly limiting the Group’s associations to business partners with highcreditworthiness. Trade receivables are monitored on an ongoing basis via Groupmanagement reporting procedures.

The Group does not have any significant exposure to any individual customer orcounterparty nor does it have any major concentration of credit risk related to anyfinancial instruments.

The Group actively manages its debt maturity profile, operating cash flows and theavailability of funding so as to ensure that all refinancing, repayment and fundingneeds are met. As part of its overall prudent liquidity management, the Groupmaintains sufficient levels of cash or cash convertible investments to meet its workingcapital requirements. In addition, the Group strives to maintain available bankingfacilities of a reasonable level to its overall debt position. As far as possible, the Groupraises committed funding from both capital markets and financial institutions andprudently balances its portfolio with some short term funding so as to achieve overallcost effectiveness.

The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables and short term borrowings approximate their fair values due to therelatively short term nature of these financial instruments.

It is not practicable to determine the fair value of amounts due from/(to) subsidiary andassociated companies due principally to a lack of fixed repayment term entered by theparties involved and without incurring excessive costs. However, the Group and theCompany do not anticipate the carrying amounts recorded at the balance sheet date tobe significantly different from the values that would eventually be received or settled.

The fair values of all other financial assets and liabilities of the Group and of theCompany as at 31 December 2009 are not materially different from their carryingvalues.

The carrying amounts of term loans which are mainly variable rate borrowings, areconsidered to be reasonable estimate of their fair values as the borrowings will berepriced immediately in the event of any changes to the market interest rates.

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38.

Segm

ent i

nfor

mat

ion

(a)

Rep

ortin

g fo

rmat

Th

e pr

imar

y se

gmen

t rep

ortin

g fo

rmat

is d

eter

min

ed to

be

busi

ness

seg

men

t as

the

grou

p’s

risks

and

rate

s of

retu

rn a

re a

ffect

ed p

redo

min

antly

by

diff

eren

ces

in th

e pr

oduc

ts a

nd s

ervi

ces

prod

uced

. Sec

onda

ry in

form

atio

n is

repo

rted

geog

raph

ical

ly. T

he o

pera

ting

busi

ness

es a

re o

rgan

ised

an

d m

anag

ed s

epar

atel

y ac

cord

ing

to th

e na

ture

of t

he p

rodu

cts

and

serv

ices

pro

vide

d, w

ith e

ach

segm

ent r

epre

sent

ing

a st

rate

gic

busi

ness

un

it th

at o

ffers

diff

eren

t pro

duct

s an

d se

rves

diff

eren

t mar

kets

.

(b)

Bus

ines

s se

gmen

ts:-

Th

e G

roup

ope

rate

s m

ainl

y in

five

maj

or b

usin

ess

segm

ents

:-

(i)

G

ener

al c

ans

- man

ufac

ture

and

dis

tribu

tion

of ti

n ca

ns.

(ii)

Alu

min

ium

can

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anuf

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List of Propertiesas at 31 December 2009

Location Description

Year of LastRevaluation/Acquisition

Area(sq.m) Tenure

ExpiryDate

Age ofBuildings(Years)

NBv Land & Building(RM'000)

Lot PT 2Jalan Perusahaan 4Batu Caves, Selangor

Land &Building

2009 12,450 Leasehold 05.09.2074 29 18,900

Lot No 26685 (28833 - 28836)Batu Caves, Selangor

Land &Building

2009 7,299 Freehold - 15 7,300

Lot No 28829 to 28832Batu Caves, Selangor

Land &Building

2009 16,923 Freehold - 14 27,400

Lot 6 Jalan Perusahaan 1Batu Caves, Selangor

Land &Building

2009 8,502 Leasehold 05.09.2074 21 12,900


Land &Building

2009 8,417 Leasehold 05.09.2074 33 10,200


Land & Building

2009 9,444 Leasehold 05.09.2074 33 13,200

Lot PT 765,Mukim of Kuala Lumpur

Land for Development

2009 1,963 Freehold - - 5,800

Lot No 3846, Chembong Rembau, Negeri Sembilan


1993 4,249 Leasehold 27.06.2049 - 158

Lot 10615, Phase 3 Arab-Malaysian Industrial Park Nilai, Negeri Sembilan


2009 12,547 Freehold - - 1,760

Lot 10666 Arab-Malaysian Industrial Park Nilai, Negeri Sembilan


2009 9,007 Freehold - - 1,260



2009 9,007 Freehold - - 1,260


Land & Building

2009 11,798 Freehold - 05 10,800

Lot 22 & 24, Sec 16Town of Shah Alam Selangor

Land & Building

2009 3,902 Leasehold 31.10.2070 36 3,800

Lot 21, Section 15Town of Shah Alam Selangor

Land & Building

2009 1,951 Leasehold 31.10.2070 25 1,800

Lot 19, Jalan SU 4 Section 22 Shah Alam, Selangor

Land & Building

2009 19,776 Freehold - 11 20,500

A n n u a l R e p o r t 2 0 0 9 119

List of Properties (contd.)as at 31 December 2009



Area(sq.m) Tenure

ExpiryDate



Lot 135 Jalan Kawat 15/18 Tapak Perusahaan Shah Alam, Town of Shah Alam Selangor

Land & Building

2009 11,427 Leasehold 12.06.2073 33 8,500

Lot 3 Jalan Kawat 15/18 Tapak Perusahaan Shah Alam, Town of Shah Alam Selangor

Land & Building

2009 12,140 Leasehold 16.07.2074 18 12,500

Lot 18 Jalan Pengapit 15/19 Shah Alam, Selangor

Land & Building

2009 7,641 Leasehold 04.11.2080 18 6,700

Lot 4 Jalan Perusahaan 2 Batu Caves, Selangor

Land & Building

2009 18,848 Leasehold 05.09.2074 17 27,900

Lot 7 Jalan Perusahaan 2 Batu Caves, Selangor

Land & Building

1993 12,840 Leasehold 05.09.2074 25 6,841

No 6, Jalan Kilang 1 Kawasan Perindustrian Jelapang 30100 Ipoh, Perak

Land & Building

1991 5,344 Leasehold 15.07.2036 31 646

733 Jalan Tampoi 81200 Johor Bahru, Johor

Land & Building

2009 16,586 Freehold - 41 12,100

23 Jalan Dewani, Lorong 1 Johor Bahru, Johor

Shophouse 2009 180 Freehold - 29 500


Land & Building

2009 39,630 Freehold - 12 23,600

HS (D) 80122 PT No 5141 Mukim Damansara Daerah Petaling, Selangor

Land & Building

2009 31,142 Freehold - 17 24,800

17 Dai Lo Doc Lap, VSIP Thuan An District Binh Duong Province, Vietnam

Land & Building

2009 22,201 Leasehold 11.02.2046 07 10,983

PT 15637 (Lot C) Taman Perindustrian Puchong Section 3, Puchong, Selangor

Land & Building

2003 40,468 Leasehold 02.09.2090 08 16,734

HS (D) 187255, PTD 62907 & HS (D) 187256, PTD 62908 & Mukim Tebrau Daerah Johor Bahru, Johor

Land & Building

2009 18,483 Freehold - 15 13,220

22 Dai Lo Huu Nghi Vietnam Singapore Industrial Park Thuan An District Binh Duong Province, Vietnam

Land & Building

2009 44,230 Leasehold 11.02.2046 06 32,747




Area(sq.m) Tenure

ExpiryDate



Lot 16640, Lot 16641 Mukim Setul, Daerah Seremban Negeri Sembilan

Land & Building

2009 8,537 Freehold - 03 11,200

Lot 16642 Mukim Setul, Daerah Seremban Negeri Sembilan


2009 4,419 Freehold - - 570

Lot F-5-CN My Phuoc Industrial Park 2 Ben Cat District Binh Duong Province, Vietnam

Land & Building

2009 30,000 Leasehold 14.01.2055 1 10,033

Lot F-11-CN My Phuoc Industrial Park 2 Ben Cat District Binh Duong Province, Vietnam


2008 30,000 Leasehold 14.01.2055 - 1,347

List of Properties (contd.)as at 31 December 2009

A n n u a l R e p o r t 2 0 0 9 121

Analysis of Shareholdingsas at 12 March 2010

Authorised Share Capital RM 500,000,000Issued & Fully Paid-up Capital RM 111,041,947Class of Shares Ordinary share of RM0.25 eachVoting Rights One vote per ordinary shareNumber of Shareholders 6,901

DISTRIBUTION OF SHAREHOLDINGS

Size of No of % of No of % ofShareholdings Holders Holders shares shares

Less than 100 40 0.58 1,484 0.00 100 - 1,000 458 6.64 398,310 0.09 1,001 - 10,000 4,157 60.24 21,494,728 4.84 10,001 - 100,000 1,938 28.08 59,787,254 13.46 100,001 - to less than 5% of issues shares 306 4.43 169,345,293 38.13 5% and above of issued shares 2 0.03 193,140,717 43.48

6,901 100.00 444,167,786 100.00

THIRTY LARGEST SHAREHOLDERS

Name No of shares % of Shares

1. Kian Joo Holdings Sdn Bhd- In Liquidation 153,868,617 34.642. Employees Provident Fund Board 39,272,100 8.843. See Teow Chuan 13,184,823 2.974. Ng Siek Chuan 10,012,000 2.255. Permodalan Nasional Berhad 9,572,400 2.166. Yong Har Chye 5,300,000 1.197. Amsec Nominees (Tempatan) Sdn Bhd 4,700,000 1.06

Gnanalingam A/L Gunanath Lingam8. Alliancegroup Nominees (Tempatan) Sdn Bhd 3,810,000 0.86

Pledged Securities Account for Teh Win Kee (8016787)9. Citigroup Nominees (Asing) Sdn Bhd 3,566,680 0.80

Cbny for Dimensional Emerging Markets Value Fund10. Hong Leong Assurance Berhad 3,135,000 0.71

As Beneficial Owner (Unitlinked Gf)11. Lembaga Tabung Angkatan Tentera 3,048,400 0.6912. See Teow Guan 2,823,792 0.6413. See Sew Chew @ See Siew Choo 2,318,373 0.5214. Citigroup Nominees (Asing) Sdn Bhd 1,976,000 0.44

Exempt An for Citibank Na, Singapore (Julius Baer)15. Raja Ashman Shah Bin Raja Azlan Shah 1,795,516 0.4016. Malaysia Nominees (Tempatan) Sendirian Berhad 1,736,200 0.39

Great Eastern Life Assurance (Malaysia) Berhad (Non Par 1)17. TA Nominees (Tempatan) Sdn Bhd 1,717,200 0.39

Pledged Securities Account for See Yong Hin18. Migan Sdn Bhd 1,624,400 0.3719. See Leong Chye @ Sze Leong Chye 1,528,533 0.3420. Kenanga Nominees (Tempatan) Sdn Bhd 1,506,700 0.34

Pledged Securities Account for H N Holdings Sdn Bhd


Analysis of Shareholdings (contd.)as at 12 March 2010

THIRTY LARGEST SHAREHOLDERS (CONTD.)

Name No of shares % of Shares

21. Kumpulan Wang Simpanan Pekerja 1,500,000 0.3422. See Teow Koon 1,496,678 0.3423. See Chin Lam 1,476,600 0.3324. See Tiau Kee 1,440,000 0.3225. W.Gan Sdn Bhd 1,431,700 0.3226. Lew Man Yai @ Lew Moon Wai 1,423,279 0.3227. HDM Nominees (Asing) Sdn Bhd 1,360,080 0.31

UOB Kay Hian Pte Ltd for Hock Lian Seng Investment P/L28. Hong Leong Assurance Berhad 1,305,000 0.29

As Beneficial Owner (Unitlinked Bcf)29. Beh Eng Par 1,280,800 0.2930. Seow Luan Eng 1,257,000 0.28

SUBSTANTIAL SHAREHOLDERS

Name Direct Interest Indirect interest No of Shares % No of Shares %

1. Kian Joo Holdings Sdn Bhd - In Liquidation 153,868,617 34.64 - - 2. Employees Provident Fund Board 39,272,100 8.84 - -3. Dato' See Teow Chuan 13,184,823 2.97 157,440,097 35.45 4. Dato' Anthony See Teow Guan 3,806,792 0.64 154,635,467 34.81 5. Mr See Teow Koon 1,496,678 0.34 154,284,309 34.74 6. Mr See Tiau Kee 1,440,000 0.32 153,947,617 34.66

DIRECTORS’ SHAREHOLDINGS

Name of Director Direct Interest Indirect interest No of Shares % No of Shares %

1. YAM Tunku Naquiyuddin Almarhum Tuanku Ja'afar 323,100 0.07 - - 2. YAM Tunku Dato' Seri Nadzaruddin Almarhum

Tuanku Ja'afar 360,000 0.08 503,707 0.11 3. YAM Raja Dato' Seri Ashman Shah Ibni Sultan Azlan

Shah 1,795,516 0.40 - - 4. Dato' See Teow Chuan 13,184,823 2.97 157,440,097 35.45 5. Dato' Anthony See Teow Guan 2,823,792 0.64 154,635,467 34.81 6. Mr See Teow Koon 1,496,678 0.34 154,284,309 34.74 7. Mr See Tiau Kee 1,440,000 0.32 153,947,617 34.66 8. Mr Rick Loh Lap Sang - - - - 9. Mr Onn Kien Hoe - - - -

A n n u a l R e p o r t 2 0 0 9 123

Notice of Annual General MeetingNOTICE IS HEREBY GIvEN that the 52nd Annual General Meeting of Kian Joo Can Factory Berhad will be held at the Conference Room, Lot 6, Jalan Perusahaan 1, 68100 Batu Caves, Selangor Darul Ehsan on Thursday, 29 April 2010 at 3:00p.m. for the following purposes:-

AS ORDINARY BUSINESS

1. To receive the Audited Financial Statements of the Group and the Company for year ended 31 December 2009,andthereportsoftheDirectorsandAuditors; Resolution 1

2. TodeclareaFinalDividendof10%less25%taxinrespectoffinancialyearended31December2009; Resolution 2

3. ToapprovethepaymentofDirectors’Feesforthefinancialyearended31December2009; Resolution 3

4. To re-elect directors retiring by rotation pursuant to Article 108 of the Articles of Association:i) Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar Resolution 4ii) Loh Lap Sang Resolution 5

5. To re-elect director appointed during the year and retiring in accordance with Article 112 of the Articles of Association: i) Onn Kien Hoe Resolution 6

6. To re-appoint Messrs Ernst & Young, Chartered Accountants as Auditors, and to authorize the Directors to fix their remuneration. Resolution 7

AS SPECIAL BUSINESS

7. To consider and, if thought fit, to pass the following Ordinary Resolution, with or without modifications -

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

“THAT, subject always to the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad, approval is hereby given to the Company and its subsidiaries to enter into or transact all recurrent related party transactions of a revenue and trading nature which are necessary for the day to day operations of the Company from time to time, the nature and the contracting parties are set out in a table under Section 2.2 of the Circular to Shareholders dated 6 April 2010 PROVIDED THAT

(i) the transactions are in the ordinary course of business, on normal commercial terms and on terms not more favourable to the related parties than those generally available to the public and are not detrimentaltotheminorityshareholdersoftheCompany;and

(ii) disclosure of the aggregate value of the transactions conducted pursuant to this shareholders’ mandate during the financial year of the Company is made in the annual report by providing a breakdown of the aggregate value of the transactions, amongst other, based on the following information:-

(a) thetypeoftransactionsmade;and

(b) the names of the related parties involved in each type of transactions made and their relationships with the Company and its subsidiaries.

AND THAT such authority shall commence upon the passing of this resolution and shall continue to be in force until:

(a) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passedatthesaidAGM,theauthorityisrenewed;


(b) the expiration of the period within which the next AGM after the date is required to be held pursuant to Section 143(1) of the Act but shall not extend to such extension as may be allowed pursuant to Section 143(2)oftheAct;or

(c) revoke or varied by resolution passed by the shareholders in general meeting, whichever is the earlier.

AND THAT authority be and is hereby given to the Directors of the Company to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.” Resolution 8

8. To transact any other business of the Annual General Meeting of which due notice shall have been given.

NOTICE OF DIvIDEND PAYMENT AND ENTITLEMENT DATE

NOTICE IS ALSO HEREBY GIvEN that the Final Dividend of 10% less 25% tax for the financial year ended 31 December 2009, if approved by shareholders at the forthcoming Annual General Meeting, will be made payable on 18 May 2010.

The entitlement date shall be fixed on 7 May 2010 and a Depositor shall qualify for entitlement only in respect of:

(a) SharestransferredintotheDepositor’sSecurityAccountbefore4:00p.m.on7May2010;

(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad

By order of the Board,

Chia Kwok WhyCompany Secretary

Batu Caves, Selangor Date: 6 April 2010

Notes:

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

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing or, if such appointor is a corporation, under its common seal or the hands of its attorney.

3. Duly completed forms of proxy should be deposited to Symphony Share Registrars Sdn Bhd at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Explanatory Notes on Special Business

Proposed Renewal of shareholders’ mandate for recurrent related party transactions Resolution 8, seek to secure mandate from Shareholders to enable the Company and its subsidiaries to enter into recurrent related party transactions of

revenue or trading nature. The Mandate from Shareholders is on an annual basis and subject to renewal at the next AGM.

Relevant information on the Renewal of Shareholders’ Mandate is set out in the Circular to Shareholders dated 6 April 2010, which is dispatched together with the Company’s Annual Report 2009.

Notice of Annual General Meeting (contd.)

A n n u a l R e p o r t 2 0 0 9 125

Statement AccompanyingNotice of Annual General Meetingpursuant to paragraph 8.27(2) of main market listing requirements ofBursa Malaysia Securities Berhad

Further details of Directors standing for re-election at the 52nd Annual General Meeting, please refer to Director’s Profile on pages 4 to 6 of the Annual Report of the Company.

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PROXY FORM

I/We (FULL NAME IN BLOCK LETTERS)

of (Address)

being a member of KIAN JOO CAN FACTORY BERHAD hereby appoint

(i) (FULL NAME IN BLOCK LETTERS)

of and /or(Address)

(ii) (FULL NAME IN BLOCK LETTERS)

of (Address)

or failing him/her, THE CHAIRMAN OF THE MEETING as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at the Conference Room, Lot 10, Jalan Perusahaan 1, 68100 Batu Caves, Selangor Darul Ehsan on Thursday, 29 April 2010 at 3.00 p.m. and at any adjournment thereof.

Votes to be casted by proxy shall be set out as below (marked with “x”) –

Resolution Matters relating to For Against

1 Receipt of Audited Financial Statements of the Group and the Company for year ended 31 December 2009, and the reports of the Directors and Auditors

2 Declaration of Final Dividend of 10% less 25% tax in respect of financial year ended 31 December 2009

3 Approval of payment of Directors’ Fees for the financial year ended 31 December 2009

4 Re-election of Director - Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Almarhum Tuanku Ja’afar

5 Re-election of Director - Loh Lap Sang6 Re-election of Director - Onn Kien Hoe7 Re-appointment of Messrs Ernst & Young, Chartered Accountants as Auditors

and to authorize the Directors to fix their remuneration8 Special Business - Renewal of Shareholders' Mandate for Recurrent Related

Party Transactions of a Revenue or Trading Nature

Signature Date

Notes : 1. A member entitled to attend and vote at the annual general meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy

may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing. If such appointorisacorporation,underitscommonsealorthehandsofitsattorney;

3. Duly completed form of proxy should be deposited with Messrs Symphony Share Registrars Sdn Bhd at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting.

Number of Shares Held

CDS Account No.

Affix

stamp

hereThe Share Registrars

KIAN JOO CAN FACTORY BERHAD(3186-P)

Level 6, Symphony HouseBlock D13, Pusat Dagangan Dana 1

Jalan PJU 1A/4647301 Petaling Jaya

Selangor Darul Ehsan

Please fold here

Please fold here

KIAN JOO CAN FACTORY BERHAD (3186-P)

Lot 10, Ja lan Perusahaan 168100 Batu CavesSe langor Daru l Ehsan, Malays ia

Tel +603 6189 6322

Fax +603 6189 8185

www.KJCF.net

A n n u a l R e p o r t 2 o o 9

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annual report 2oo9 · kian joo can factory berhad (3186-p) lot 10, jalan perusahaan 1 68100 batu...

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