ACOCTEC-AnnualReport2009 (1.3MB)

8/3/2019 ACOCTEC-AnnualReport2009 (1.3MB)

1/106

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


2/106

contents

02 notice of annual general meeting

05 statement accompanyingnotice of annual general meeting

08 financial highlights

09 group structure

10 corporate information

12 chairmans statement

16 profile of directors

20 corporate social responsibility

24 audit committee report

27 corporate governance statement

32 other information

33 statement of internal control

35 financial statements

99 analysis of shareholdings

101 list of properties

proxy form


3/106

Notice Of Annual General Meeting 2

NOTICE IS HEREBY GIVEN that the Tenth

Annual General Meeting of the Companywill be held at Crystal Room, Level 1, CrystalCrown Hotel Harbour View, 217 PersiaranRaja Muda Musa, 42000 Port Klang, SelangorDarul Ehsan on Thursday, 17 September 2009at 10:30 a.m. for the following purposes:

1. To receive the Audited Financial Statements for the financial year ended 31

March 2009 and the Reports of the Directors and the Auditors thereon.

(Please refer to Note No. 2)

2. To approve the payment of Directors Fees in respect of the financial year

ended 31 March 2009. Ordinary Resolution 1

3. To re-elect the following Directors retiring in accordance with Article 103 of the

Articles of Association of the Company:

(a) Mr Su Cheng Tao Ordinary Resolution 2

(b) Mr Chang Song Hai Ordinary Resolution 3

(c) Mr Huang Huai-Son Ordinary Resolution 4

4. To re-appoint Messrs BDO Binder as the Auditors of the Company for the ensuing

year and to authorise the Directors to fix their remuneration.

Ordinary Resolution 5

As Special Business

To consider and if thought fit, to pass the following resolutions:

5. Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies

Act, 1965

THAT pursuant to Section 132D of the Companies Act, 1965 and approvals

from Bursa Malaysia for the listing of and quotation for the additional shares so

issued and other relevant authorities, where approval is necessary, authority be

and is hereby given to the Directors to allot and issue shares in the Company

at any time upon such terms and conditions and for such purposes as the

Directors may in their absolute discretion deem fit provided always that the

aggregate number of shares to be issued shall not exceed 10% of the issued

share capital of the Company at any point of time AND THAT such authority

shall continue to be in force until the conclusion of the next Annual General

Meeting of the Company. Ordinary Resolution 6


4/106

Notice Of Annual General Meeting (Cont`d)

6. Proposed Renewal of Shareholders Mandate for Recurrent Related Party

Transactions of a Revenue or Trading Nature

THAT approval be and is hereby given for the renewal of the Shareholders

Mandate for the Acoustech Berhad Group of Companies to enter into any

category of recurrent transactions of a revenue or trading nature falling within

the types of transactions as set out in Section 3.3 in the Circular to Shareholders

dated 25 August 2009 with the related parties falling within the classes of

persons set out in Section 3.2 in the Circular which are necessary for day-to-day

operations and are carried out in the ordinary course of business on terms which

are not more favorable to the related parties than those generally available to

the public and are not to the detriment of minority shareholders;

AND THAT the authority conferred by such mandate shall commence upon the

passing of this resolution and continue to be in force until;-

(a) the conclusion of the next Annual General Meeting (AGM) of theCompany at which time the mandate will lapse, unless by a resolution

passed at the next AGM, the mandate is renewed; or

(b) the expiration of the period within which the next AGM of the Company is

required to be held pursuant to Section 143(1) of the Act (but must not

extend to such extension as may be allowed pursuant to Section 143(2) of

the Act); or

(c) revoked or varied by resolution passed by the shareholders in general

meeting.

whichever is earlier;

AND THAT the Directors be and are hereby authorised to complete and do allsuch acts and things including executing such documents as may be required

to give effect to the transactions contemplated and/or authorised by this

mandate. Ordinary Resolution 7

7. Authority to Allot and Issue Shares Pursuant to the Employees Share Option

Scheme

THAT pursuant to the Acoustech Berhad Employees Share Option Scheme

(the Scheme) which was approved at the Extraordinary General Meeting

held on 23 September 2004, approval be and is hereby given to the Directors

to offer and grant options to eligible employees and eligible Directors of the

Company and its subsidiary companies (the Group) and pursuant to Section

132D of the Companies, Act, 1965 to allot and issue such number of new

ordinary shares of RM0.50 each in the capital of the Company from time totime in accordance with the By-Laws of the Scheme. Ordinary Resolution 8

Acoustech Berhad (496665-W)

3


5/106

8. Proposed Renewal of the Authority for Share Buy-Back

THAT, subject to the Companies Act, 1965 (Act), the Listing Requirements of

Bursa Malaysia Securities Berhad and the approval of all relevant governmental

and/or regulatory authorities, the Company be and is authorized to purchase

such number of ordinary shares of RM0.50 each in the Company (Proposed

Renewal of Share Buy Back) as may be determined by the Board from time to

time on Bursa Malaysia Securities Berhad upon such terms conditions as the

Board may deem fit and expedient in the interest of the Company provided

that the aggregate number of shares purchased pursuant to this resolution does

not exceed ten percent (10%) of the issued and paid-up share capital of the

Company which amount to 177,319,200 ordinary shares of RM0.50 each as at

24 July 2009 and an amount not exceeding the total retained earnings of

RM18,047,965 and share premium account of RM7,266,493 based on the

latest audited accounts of the Company as at 31 March 2009, be allocated by

the Company for the Proposed Renewal Share Buy-Back.

THAT such authority shall commence upon the passing of this resolution and

shall remain in force until the conclusion of the next Annual General Meeting

(AGM) of the Company unless earlier revoked or varied by ordinary resolution

of the shareholders of the Company in general meeting.

THAT authority be and is hereby given to the Directors of the Company to

decide in their discretion to retain the ordinary shares in the Company so

purchased by the Company as treasury shares and/or cancel them and/or

resell the treasury shares or distribute them as share dividend and/or

subsequently cancel them.

AND THAT authority be and is hereby given to the Directors of the Company to

take all such steps as are necessary (including executing all such documents as

may be required) and to enter into any agreements and arrangements withany party or parties to implement, finalise and give full effect to the aforesaid

with full powers to assent to any conditions, modifications, variations and/or

amendments (if any) as may be imposed by the relevant authorities and to do

all such acts and things as the Directors may deem fit and expedient in the

interest of the Company. Ordinary Resolution 9

9. To transact any other business of the Company of which due notice shall have

been given.

By Order of the Board

LIM HOOI MOOI (MAICSA 0799764)

TAN ENK PURN (MAICSA 7045521)Joint Company Secretaries

Kuala Lumpur

25 August 2009

4Notice Of Annual General Meeting (Cont`d)


6/106

5


Notice Of Annual General Meeting (Cont`d)

NOTES

1. Appointment of Proxy A Member of the Company entitled to attend and vote at the meeting may appoint a

proxy to attend and vote instead of him. A member of the Company who is an authorised

nominee as defined under the Securities Industry (Central Depositories) Act 1991 may

appoint at least one (1) proxy in respect of each securities account it holds with ordinary

shares of the Company standing to the credit of the said securities account.

A proxy need not be a member of the Company.

The instrument appointing a proxy shall be in writing under the hand of the appointer or

his attorney duly authorised in writing, or if the appointer is a corporation, either under its

common seal or in some other manner approved by its Directors.

The instrument of proxy must be deposited at the Companys Registered Office at Level 18,

The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur

atleast forty-eight hours before the time appointed for holding the meeting.

2. Agenda No. 1

This item of the Agenda is meant for discussion only. The provisions of Section 169 of the

Companies Act, 1965 require that the audited financial statements and the Reports of theDirectors and Auditors thereon be laid before the Company at its Annual General Meeting.

As such this Agenda item is not a business which requires a resolution to be put to vote by

shareholders.

3. Explanatory Notes on Special Businesses

Ordinary Resolution No. 6

The proposed Ordinary Resolution No. 6, if passed, will avoid any delay and cost involved in

convening a general meeting and will empower the Directors to allot and issue shares in the

Company up to an amount not exceeding in aggregate 10% of the issued share capital of the

Company for the time being. This authority unless revoked or varied at a general meeting will

expire at the next Annual General Meeting of the Company. The Director did not allot nor issue

any shares under the same mandate granted last year. Nevertheless a renewal for the said

mandate is sought to avoid any delay and cost involved in convening such a general meeting.

The Directors would utilize the proceeds raised from this mandate for working capital or such

other applications they may in their absolute discretion deem fit.

Ordinary Resolution No. 7For further information, please refer to the Circular to Shareholders dated 25 August 2009

accompanying the Companys Annual Report for the financial year ended 31 March 2009.


The proposed Ordinary Resolution No. 8 is to empower the Directors to allot and issue ordinary

shares from the unissued share capital of the Company pursuant to Acoustech Berhads

Employees Share Option Scheme.


The proposed Ordinary Resolution No. 9, if passed will empower the Directors of the Company

to purchase up to 10% of the issued and paid-up share capital of the Company (Proposed

Renewal Share Buy-Back) by utilizing the funds allocated which shall not exceed the retained

profits of the Company and share premium account. This authority, unless revoked or varied at

a general meeting will expire at the conclusion of the next Annual General Meeting of the

Company.

Statement AccompanyingNotice Of Annual General Meeting

1. Directors standing for election

There is no person seeking election as Director of the company at this Annual

General Meeting


7/106


8/106

Clarity in VisionDetermines Majestic Ambition


9/106

8

FinancialHighlightsFor The Financial Year Ended 31 March

Revenue (RM) Profit BeforeTaxation (RM)

05 06 07 08 09 05 06 07 08 09

227,

658

,813

301,

927,

419

314,

492,

331

339,

947,

519

24,

469,

259

22,

767,

812

22,335,

335

20,

080,

505

279,

939,

456

11,

624,

154


10/106

Acoustech Berhad

(496665-W)

(Incorporated in Malaysia under the Companies Act, 1965)

100%Formosa Prosonic Technics Sdn Bhd

58.19%Aerotronic Sdn Bhd

50%Elkay Pacific Rim (Malaysia) Sdn Bhd

100%Formosa Prosonic Chemicals Sdn Bhd

75%Formosa Prosonic Equipment Sdn Bhd

Group Structure


9


11/106

Corporate Information 10

AUDIT COMMITTEE

Soon Kwai Choy

Chairman, Independent Non-Executive Director

Dato Nik Abdul Aziz Bin Mohamed Kamil

Independent Non-Executive Director

Leong Ngai Seng


OPTION COMMITTEE

Su Cheng Tao

Managing Director

Chen Po HsiungExecutive Director

NOMINATION COMMITTEE

Chang Song Hai

Chairman, Non-Independent Non-Executive Director

Leong Ngai Seng


Soon Kwai Choy


BOARD OF DIRECTORS

Chang Song HaiChairman,Non-Independent Non-Executive Director

Su Cheng Tao

Managing Director



Chen Po Hsiung

Executive Director

Huang Huai Son

Executive Director

Leong Ngai Seng


Shih Chao Yuan

Non-Independent Non-Executive Director

Soon Kwai Choy



12/106

REMUNERATION COMMITTEE

Chang Song Hai

Chairman, Non-Independent Non-Executive Director

Leong Ngai SengIndependent Non-Executive Director



COMPANY SECRETARIES

Lim Hooi Mooi

MAICSA 0799764

Tan Enk Purn

MAICSA 7045521

AUDITORS

BDO Binder (AF : 0206)

Chartered Accountants

12th Floor, Menara Uni.Asia

1008 Jalan Sultan Ismail

50250 Kuala Lumpur

REGISTERED OFFICE

Level 18, The Gardens North Tower

Mid Valley City

Lingkaran Syed Putra

59200 Kuala Lumpur

Tel : 03-2264 8888

Fax : 03-2282 2733

SHARE REGISTRAR

Symphony Share Registrars Sdn Bhd

Level 26, Menara Multi-Purpose

Capital Square

No.8, Jalan Munshi Abdullah50100 Kuala Lumpur

Tel : 03-2721 2222

Fax : 03-2721 2530

PRINCIPAL PLACE OF BUSINESS

No.2, Jalan 1

Bandar Sultan Suleiman

Taiwanese Industrial Park

42000 Port Klang

Selangor Darul Ehsan

Tel : 03-3176 1145

Fax : 03-3176 2003

PRINCIPAL BANKERS

RHB Bank Berhad

Malayan Banking Berhad

CIMB Bank Berhad

Standard Chartered Bank Malaysia Berhad

Citibank Berhad

STOCK EXCHANGE LISTING

Main Market of Bursa Malaysia Securities Berhad

WEBSITE

www.acoustech.com.my


11Corporate Information (Cont`d)


13/106

Chairmans Statement 12

Dear shareholders,

On behalf of the Board of Directors ofAcoustech Berhad, I am pleased to presentto you the Annual Report and AuditedFinancial Statements of the Group and theCompany for the fiscal year ended 31 March2009.

The world is suffering a contraction on economic activities as a result of

the global credit crisis which in turn has impacted most of our customers

negatively. This environment has impeded our top line performance,

especially in the second half of the fiscal year, where some of our major

customers began to cutback their orders. As a result, the Group incurredoperating losses in the second half of the fiscal year 2009.

Fiscal year 2009 was a tough year. Our primary focus had been to

manage the challenges. The Groups sales dropped by 18% to

RM280 million from the previous fiscal years RM340 million.

Notwithstanding that, all divisions namely the audio, the chemical paints

and the electrical equipment division registered operating profits.

The Group worked hard to strive for profitability despite the tough times.

THE YEAR IN REVIEW

Sales and operating profit contributions by division are as follow:

FY2009 FY2008

RM mil % RM mil %

Sales:

Audio 185.7 66.3 204.9 60.3

Electrical equipment 61.2 21.9 89.2 26.2

Chemical paints 33.0 11.8 45.8 13.5

279.9 100.0 339.9 100.0

Operating profit:

Audio 1.7 17.2 6.2 33.0

Electrical equipment 2.8 28.3 1.3 6.9

Chemical paints 5.4 54.5 11.3 60.1

9.9 100.0 18.8 100.0


14/106

Chairmans Statement (Cont`d)

The sales of audio division dropped by 9% while operating profit slumped

significantly to RM1.7 million from RM6.2 million or a decrease of 73%. This division

was hit particularly hard during the second half of the fiscal year which saw salesdropped by 39% resulting from a significant cutback in orders as our customers were

themselves hit by a slowdown in demand for their electronic goods. Approximately

71% of the operating profit made in the first half was wiped out by the loss incurred

in the second half of the fiscal year.

The electrical equipment division, which sells most of its products in the North

American market, suffered a significant set back in sales. Sales dropped by 31% to

RM61.2 million from the previous fiscal year of RM89.2 million. Notwithstanding the

above, operating profit for the fiscal year under review improved to RM2.8 million

from RM1.3 million mainly due to the absence of foreign exchange losses.

The operating profit of chemical paints division dropped 52% to RM5.4 million from

RM11.3 million mainly due to the drop in sales especially in the second half of the

fiscal year which saw its major customers reducing their demand, as the globaleconomy worsened.

During the financial crisis, we were more vigilant in monitoring our receivables. While

we are proud with the improvement in the collection period and had no bad debts,

we limited our receivables exposure by carefully evaluating the financial and

liquidity position of our customers. Our financial position remained sound in these

difficult times and the Group had no borrowings as of the end of the fiscal year.

Net profit attributable to shareholders of the Company decreased to RM8.6 million

from the previous fiscal year of RM15.1 million. This translated to lower earnings per

share on a fully diluted basis of 4.93 sen as compared to 8.54 sen for the previous

corresponding fiscal year. The Groups net asset per share dropped to 81 sen from

82 sen as substantial profit earned was distributed to shareholders of the Company

in the form of dividend payments.

CORPORATE DEVELOPMENT

On 19 May 2009, Formosa Prosonic Chemicals Sdn Bhd, a wholly-owned subsidiary

of the Company had disposed off its entire equity interest of 30% in Musashi Paint

Corporation Sdn Bhd for a total cash consideration of RM5.7 million to Musashi Paint

Trading (H.K) Ltd, our subsidiary`s technical partner. Despite the disposal we are still

in close partnership and together, we will continue to develop the chemical paint

market through collaborative marketing and production initiatives.

DIVIDENDS

The Company had paid an interim single tier tax exempt dividend of 4.50 sen(31 March 2008: 8.25 sen per ordinary share tax exempt) per ordinary share

amounting to RM7,692,881 in respect of the financial year ended 31 March 2009.

No final dividend has been recommended for consideration at the forthcoming

Annual General Meeting.


13


15/106

Chairmans Statement (Cont`d) 14

PROSPECTS

The environment for outsourcing remains favourable as B-to-C companies look to

reduce costs and increase their marketing and research processes. Our time-tested

commitment to our valued customers continues to work favourably for us.

The Group has built a strong foundation that has enabled us to ride out challenges

even in the light of the Asian Financial Crisis in 1997 and the outbreak of Severe

Acute Respiratory Syndrome in 2003.

Though the operating landscape for the industry remains highly competitive,

the Group with its operational excellence and strong committed leadership at

various levels of management is well poised to participate and capture any

business opportunity that may arise, along with recovery in economy.

While there remain uncertainties in the road to recovery in the global economy,

the Group is cautiously optimistic for a profitable performance in the year ahead.

APPRECIATION

On behalf of the Board, I would like to extend my deepest thanks and gratitude

to our business partners, associates, customers and shareholders for their support

and confidence in us over the years. My heartfelt appreciation also goes to our

dedicated staff for their passion, hard work and contributions to the Group as

together we worked hard to overcome the challenges faced in the previous fiscal

year.

With all your continued support, we are confident of moving forward to greater

heights from where we were.

Chang Song Hai

Chairman

25 August 2009

Kuala Lumpur, Malaysia


16/106

Elegant Styling,Superior Engineering


17/106

Profile Of Directors 16

Taiwanese, aged 63, Non-Executive Chairman,

was appointed to the Board of Acoustech on 22 September

2001. Mr Chang had been involved in the plastic moulding

industry for more than 40 years. Since 1968, he has been theExecutive Chairman of Song Hai Plastic Industrial Co. Ltd.,

Taiwan, a company involved in the plastic moulding business.

Mr Chang is the Chairman of both the Nomination and

Remuneration Committee of the Company.

Mr Chang holds directly 400,000 ordinary shares or 0.23%

interest in the Company. Mr Chang is a Non-Independent

Director as he is a substantial shareholder of Formosa Prosonic

Industries Berhad (FPIB), whose wholly owned subsidiary

Formosa Prosonic Manufacturing Sdn Bhd holds 42,295,914

ordinary shares or 24.74% interest in the Company.

CHANG SONG HAITaiwanese, aged 63, Managing Director, was appointed to

the Board of Acoustech on 18 September 2001. Mr Su holds a

Diploma in Mechanical Engineering and he has more than

34 years of experience in the manufacturing industry. Hestarted his career with Capetronics Group in Taiwan where he

served for more than 10 years, gaining experience and

expertise in manufacturing plastic components. Mr Su joined

Formosa Prosonic Industries Berhad Group in 1988 where

he served, as a General Manager in Formosa Prosonic

Manufacturing Sdn Bhd until he left 2001 to join Acoustech.

Mr Su holds directly 1,505,956 ordinary shares or 0.88% interest

in the Company.

SU CHENG TAO


18/106

Profile Of Directors (Cont`d)


17

Malaysian, aged 66, Independent Non-Executive Director,

was appointed to the Board of Acoustech on 3 September2001. Dato Nik graduated from Universiti Malaya with a

Bachelor of Arts Degree, Middlesex University, London with a

Postgraduate Diploma in Personnel Management and

Asian Institute of Management, Philippines with a Master

in Management. He also attended the Senior Executive

Program at the London Business School.

Dato Nik has over 38 years of working experience in the

human resource management/industry with attachments

ranging from Petroliam Nasional Berhad (PETRONAS),

Malaysian LNG Sdn Bhd, Bank Bumiputra Malaysia Berhad,

Rothmants of Pall Mall(Malaysia) Sdn Bhd and the National

Electricity Board. In 1997 he set up his own business,

NA & Associates Sdn Bhd, a company involved in humanresource training and skills management. Dato Nik is a

Member of both the Audit and Remuneration Committee of

the Company.

Dato Nik holds directly 400,000 ordinary shares or 0.23%

interest in the Company.

DATO NIK ABDUL AZIZ BINMOHAMED KAMIL Taiwanese, aged 65, Executive Director, was appointed to

the Board of Acoustech on 3 September 2001. He obtained

a Diploma in Mechanical Engineering from Air Asia Jet Engine

Training Center, Taiwan in 1971. Upon his graduation in 1971,Mr Chen joined Air Asia (Aircraft Co.) as a Technician. In 1980,

he joined Great Century Paints Co. Ltd as a General Manager

until his resignation in 1991. He was appointed as the General

Manager of Formosa Prosonic Chemicals Sdn Bhd (FPC) in

1991 where his experience in the aircraft industry as well as in

the chemical industry has contributed to the success story of

FPC. Mr Chen manages the daily operations of FPC.

Mr Chen holds directly 7,209,876 ordinary shares or 4.22%

interest in the Company and is deemed interested in 265,846

ordinary shares held by his spouse.

CHEN PO HSIUNG


19/106

Taiwanese, aged 61, Executive Director, was appointed to

the Board of Acoustech on 22 May 2002, Mr Huang holds

a Diploma in Business Management and has accumulated

36 years of experience in the manufacturing industry.Mr Huang was involved with Foster Electric Co.Ltd, Taiwan,

a manufacture of speaker units, for over 15 years until his

resignation as its Vice President in 1987. Mr Huang is presently

the advisor of New Advance Electronic Co. Ltd, Taiwan, a

company specializing in the business of home theatre and

multimedia speaker systems.

Mr Huang holds directly 10,552,732 ordinary shares or 6.17%


HUANG HUAI SONMalaysian, aged 37, Independent Non-Executive Director,

was appointed to the Board of Acoustech on 25 February

2002. He obtained his law Degree and Commerce Degree

LLB (Hons) B. Comm. from University of Melbourne andbecame a member of the Malaysian Bar in 1997. He was

formerly an Assistant Vice-President in the Corporate Finance

Department of a leading merchant bank in Malaysia. Mr

Leong is currently a partner in his own law firm.

Mr Leong is a Member of the Audit Committee, Nomination

and Remuneration Committee of the Company.

Mr Leong holds directly 350,000 ordinary shares or 0.20%


LEONG NGAI SENG

18Profile Of Directors (Cont`d)


20/106

Family Relationship

None of Directors have any family relationship with any other director and/or major shareholder of the Company.

Conflict of Interest

The Company and/or its subsidiaries have entered into recurrent related party transactions of a revenue or trading nature with the Formosa ProsonicIndustries Berhad Group of Companies (FPIB Group) in which the Directors of the Company, namely Mr Shih Chao Yuan and Mr Chang Song Hai haveinterests. By virtue of their interest, they are deemed to be interested in the recurrent related party transactions entered into with the FPIB Group.Save for the above, none of the Directors have any conflict of interest with the Company.

Conviction For Offences

None of the Directors has been convicted for any offences within the past ten (10) years.

Taiwanese, aged 53, Non-Independent Non-ExecutiveDirector, was appointed to the Board of Acoustech on 25February 2003. He holds a Master Degree in ManagementScience from Taiwan National Chiao Tung University. Prior tocoming to Malaysia he was the assistant to the President ofFriendship Corporation in Taiwan and was actively involvedin the management and affairs of Friendship Corporationgaining experience and in-depth knowledge of speakersystems operations. In 1986 Mr Shih came to Malaysia to setup Formosa Prosonic Industries Sdn Bhd which has sincelisted on the Bursa Malaysia Securities Berhad. Mr Shihis currently the Group Managing Director of the FormosaProsonic Industries Berhad (FPIB) Group of Companies.

Mr Shih holds directly 1,854,290 ordinary shares or 1.08%interest in the Company and is deemed interested in1,440,000 ordinary shares held by his spouse. As arepresentative of FPIB, Mr Shih is deemed to have an interestin 42,295,914 ordinary shares or 24.74% stake in the Company

to the extent the Formosa Prosonic Industries Berhad Grouphas an interest in Acoustech.

SHIH CHAO YUANMalaysian, aged 58, Independent Non-Executive Director

was appointed to the Board of Acoustech on 3 September

2001. He has held several senior positions in various major

Malaysian corporations and was admitted as a member ofthe Association of Chartered Certified Accountants (ACCA)

(UK) in 1979 and a member of the Malaysian Institute of

Accountants (MIA) since 1980. He was the Past President of

the Confederation of Asian and Pacific Accountants and

former Vice-President of MIA. He sat in the International

Council of the ACCA headquarters in London, United

Kingdom from 1996-2008. He was awarded an honorary CPA

by the Chinese Government in 1996. Mr Soon is the Chairman

of the Audit Committee of the Company and a member of

the Nomination Committee.

Mr Soon holds directly 400,000 ordinary shares or 0.23% interest

in the Company and is deemed interested in 610,000 ordinary

shares held by his spouse.

Note : The Directors` interest in shares are based on the total number of shares as at 24 July 2009 after adjusting for 6,366,300 treasury shares bought back

up to 24 July 2009

SOON KWAI CHOY

19Profile Of Directors (Cont`d)Acoustech Berhad (496665-W)


21/106

Shareholders benefits from their holding through dividends and possible capital gain with rise in share price. During the financial

year 2009, the Company paid a single-tier tax-exempt dividend of 8.25 sen per share equivalent to RM14.4 million.

2006 2007 2008 2009 2006 2007 2008 2009

RM Million

Materials Consumed

RM Million

Employees` Benefits

300

200

100

40

30

20

10

2006 2007 2008 2009

RM Million

Dividend Paid

30

20

10

Acoustech Group views responsibility as a key issue in its management system. The Group strives for stable and responsible

operations in term of smooth-running processes, high standard of occupational safety and minimising environmental impact.

FINANCIAL RESPONSIBILITY

Financially responsible operations are essential for a profitable bussiness. A financially responsible company benefits a

companys shareholders, its employees and partners, and society as a whole.

The Group offers a solid source of business to numerous suppliers and subcontractors. The Group purchased RM208.0 million

worth of materials (before consolidation adjustment) in financial year 2009 for use in production. Employees benefits which

comprise salaries and wages, contribution to retirement fund and other remuneration amounted to RM26.7 million in financial

year 2009.

20Corporate Social Responsibility


22/106

As the below graph depicts, the financial position of the Group remains strong and sound.

ENVIRONMENTAL RESPONSIBILITY

As a manufacturer of audio, chemical paints and electrical products to consumers worldwide, the Group is fully committed to

implementing environmental management system based on the ISO14001 Standard with the aim to conserve global

environment and create a sustainable society. This underpins our approach to environmental responsibility.

To achieve our goal, we strive to make continuous improvement in our effort to comply with all applicable legal environmental

legislations and regulations and other requirements to which the Group subscribes.

Environmental impacts are minimised and reduced by:-

Control in the usage of chemicals;

Eliminating the use of ozone-depleting substances;

Reduce generation of solid and schedule waste through recycling and reuse of materials;

Engineering control on noise and air pollution;

Control of the discharge of sewage and industrial effluents;

Non-use of environmental hazardous substances as prohibited by customers; and

Control and management of energy consumption.

We set and review targets and objectives in order to improve our environmental performance. We create and promote

environmental awareness to all suppliers and employees through meeting, training and education.

2006 2007 2008 2009

RM Million

Capital Structure

300

200

100

Shareholders` Equity Cash and cash equivalents Interest-bearing debts

Corporate Social Responsibility (Cont`d) 21



23/106

SAFETY AND HEALTH RESPONSIBILITY

The Group would continuously work to enhance safety and health management. The Group is committed to zero

accidents. Poor safety and health performance impacts financial performance, either in the form of additional expenses or

lost revenue, while good safety performance contributes to better employee well-being and competitiveness.

This responsibility is administered by a committee which embraces all division managers. A number of safety and health training

programs have been developed to enhance performance, and safety training is an integral part of the manager

responsibilities. Safeguard measures include :-

Accident prevention plan;

Accident investigation and reporting;

Machine safety and handling of materials and chemicals;

Emergency response plan;

Emergency action plan (evacuation procedures, alarm systems, shutdown procedures and etc);

Safe forklift driving;

Fire hazards prevention control; and

First aid skills.

Our approach fully complement and support environmental conservation programmes undertaken by our major customers.

We have been a green partner to Sony Green Partner Environment Quality Approval Programmes and in compliance with

Green Procurement Standards by Panasonic.

22Corporate Social Responsibility (Cont`d)


24/106

Designed to Impress,

With theconvenienceto delight


25/106

THE BOARD OF DIRECTORS (the Board) of Acoustech Berhad (the Company) is

pleased to present the report of the Audit Committee for the financial year ended

31 March 2009.

Chairman

Soon Kwai Choy


Members



Leong Ngai Seng


Su Cheng Tao (Resigned on 20 May 2008)

Managing Director

TERMS OF REFERENCE

Constitution

The Audit Committee was constituted per resolution of the Board on 4 September

2001 and its terms of reference are consistent with the Listing Requirements of Bursa

Malaysia Securities Berhad (the Exchange).

Authority

The Audit Committee is authorised by the Board to investigate any activity

within its terms of reference.

It has unlimited access to all information relevant to its activities.

It is authorised by the Board to obtain legal or other professional advice if it

deems necessary.

COMPOSITION

The Audit Committee shall comprise at least 3 directors all of which must be

non-executive directors with a majority of them being independent directors;

Alternate director shall not be appointed as members of the Audit Committee;

At least one member of the Audit committee shall be a member of the

Malaysian Institute of Accountants or a person who fulfills the specific

requirements as prescribed or approved by the Exchange.

In the event of any vacancy in the Audit Committee resulting in the non-

compliance of the Exchanges Listing Requirements, the vacancy shall be filled

within 3 months.

The members of the Audit Committee shall elect a chairman from among their

number who shall be an independent director.

Members of the Committee shall serve for a period of two years and then retire

from office but shall be eligible for re-appointment.

24Audit Committee Report


26/106

25


Audit Committee Report (Cont`d)

FUNCTIONS

The Audit Committee shall, amongst others, discharge the following functions :-

Review the following and report the same to the Board of Directors :-

- with the external auditors, the audit plan;

- with the external auditors, his evaluation of the system of internal controls;

- the assistance given by employees to the external auditor;

- the adequacy of the scope, functions, competency and resources of the

internal audit functions and the necessary authority of the internal auditor

has to carry out the work;

- the internal audit program, processes, the results of the internal auditprogram, processes or investigations undertaken and whether or not

appropriate action is taken on the recommendations of the internal audit

function;

- the quarterly results and year-end financial statements, prior to the

approval by the Board focusing particularly on :-

i) changes in or implementation of major accounting policy changes;

ii) significant and unusual events;

iii) the going-concern assumptions; and

iv) compliance with accounting standards and other legal requirements.

- any related party transactions and the conflict of interest situation including

any transaction, procedure or course of conduct that raises questions ofmanagement intergrity;

- any letter of resignation from the external auditors; and

- whether there is any reason and supported by grounds, to believe that the

external auditors is not suitable for re-appointment.

Recommend the nomination of a person or persons as external auditors;

Report promptly to the Exchange on any matter the Audit Committee had

reported to the Board of Directors, which was not satisfactorily resolved and/or

resulted in a breach of the Exchanges Listing Requirements;

Consider and report on matter requested by the Board of Directors; and

To verify the basis of allocation of the options under the Employees Share

Options Scheme (ESOS) in accordance with the Bye-Laws of ESOS.


27/106

Audit Committee Report (Cont`d) 26

ACTIVITIES

The Committee met four (4) times for the year under review and carried out the

following activities :-

Reviewed the unaudited quarterly financial statements before submission to

the Board for approval;

Reviewed the internal audit programs, reports and remedial action taken;

Assessed the Groups overall system of internal control;

Reviewed the Related Party Transactions, the conflict of interest declarations

and the Circular to Shareholder in relation to Recurrent Related Party

Transactions; and

Verified the basis of allocation of the options under the Employees ShareOption Scheme (ESOS) in accordance with the basis By-Laws of ESOS.

MEETINGS

The Audit Committee met four (4) times during the financial year end 31 March

2009. Details of attendance are as follows :

Name of Director Attendance

Soon Kwai Choy 4/4

Dato Nik Abdul Aziz Bin Mohamed Kamil 3/4

Leong Ngai Seng 4/4

Su Cheng Tao (Resigned on 20 May 2008) 1/1

INTERNAL AUDIT FUNCTION

An Internal Audit Function was set up to undertake continuous systematic reviews

of the Groups internal control systems so as to provide the Board with reasonable

assurance that such systems continue to operate satisfactorily and effectively.

The Group has adopted a risk-based approach to the implementation and

monitoring of controls and had carried out an exercise to identify and evaluate the

risks associated with the Group.


28/106


27Corporate Governance Statement

The Board of the Company is committed to ensure the fullfillment of the higheststandards of Corporate Governance as set out in the Malaysian Code on

Corporate Governance, which highlights the principles and best practices onstructures and processes that the Company may use in their operations towardsachieving the optimal governance framework.

1. THE BOARD OF DIRECTORS

1.1 Board Responsibilities

The Board retains effective control of the Company and the Group and isresponsible for the overall corporate affairs, strategic direction, formulationof policies and the overall performance of the Company and the Group.

The Executive Directors take on primary responsibility for managing theGroups business and resources.

1.2 Board Balance

The Company is led by an experienced Board comprising eight (8)members of whom three (3) are Independent Non-Executive Directors,two (2) are Non-Independent Non-Executive Directors and three (3) areExecutive Directors.

No individual or group of individuals dominates the Boards decisionmaking. Independent Directors constitute more than one-third of the Boardand the interest of the significant shareholder is fairly represented on theBoard. The present Directors bring a wide range of experience and skillsrelevant to the business of the Group. Brief descriptions on the backgroundof each Director are set out on pages 16 to 19.

There is clear division of responsibility between the Chairman andManaging Director to ensure the balance of power and authority.The Managing Director is under the control of the Board. The IndependentNon-Executive Directors provide independent judgement and check andbalance on the Board.

1.3 Board Meeting

The Board meets at least four (4) times a year and has a formal scheduleof matters reserved for it. Additional meetings are held as and whennecessary. During the financial year 2009, four meetings were held in whichthe Board deliberated upon and considered various issues including theGroups financial results, annual budgets, performance of the Groupsbusiness, major investment, business plan and policies and strategic issuesaffecting the Groups business.

Details of attendance of the Directors at Board meetings held during thefinancial year are as follows :-

Total Number Number ofof Meetings Meetings Attended

Chang Song Hai 4 4

Su Cheng Tao 4 4Dato Nik Abdul Aziz 4 3

Bin Mohamed KamilChen Po Hsiung 4 4Huang Huai Son 4 4Leong Ngai Seng 4 4Shih Chao Yuan 4 4Soon Kwai Choy 4 4


29/106

1.4 Supply of Information

The Board has unrestricted access to timely and accurate informationnecessary in the furtherance of their duties. At each Board meeting, theManaging Director briefs the Board on the Groups activities andoperations.

Directors have access to the advice and services of the CompanySecretary and where necessary, obtain independent professional advise atthe Groups expense.

1.5 Board Committees

The Board of Directors delegates certain responsibilities to BoardCommittees namely the Audit Committee, Remuneration Committee andNomination Committee in order to enhance business and operationalefficiency and effectiveness.

1.6 Appointments to the BoardThe duties and functions of the Nomination Committee encompass thefollowing :-

- Recommend to the Board, candidates nominated by shareholders orthe Board for directorships to be filled;

- Recommend to the Board, directors to fill seats on board committees;- Review annually the required skills and experience and other qualities

and core competencies non-executive directors should bring to theBoard; and

- Assess annually the effectiveness of the Board as a whole andthe contribution of each individual director.

The decision on new appointment of directors rests with the Board afterconsidering the recommendation of the Nomination Committee.

The members of the Nomination Committee are as follows :-

Chang Song Hai - Chairman Non-IndependentNon-Executive Director

Leong Ngai Seng - Independent Non-Executive DirectorSoon Kwai Choy - Independent Non-Executive Director

During the financial year under review, the Committee met once toconduct the annual review on the Directors core competencies,contribution and effectiveness.

1.7 Re-election of Directors

In accordance with the Companys Articles of Association, one-third of theDirectors are required to submit themselves for re-election by rotation

at least once every three years at each Annual General Meeting (AGM).Retiring Directors can offer themselves for re-election.

Directors who are appointed during the financial year are, in accordancewith the Companys Articles of Association, required to retire at the AGMfollowing their appointment but are eligible for re-election by theshareholders.

Corporate Governance Statement (Cont`d) 28


30/106


29Corporate Governance Statement (Cont`d)

1.8 Directors Training

All Directors of the Company have attended Bursa Malaysias MandatoryAccreditation Programme (MAP). The directors will also attend relevanttraining programmes from time to t ime.

During the year, the following Directors attended training as listed below :

Name of Director Title

Soon Kwai Choy MIA NAC on 25 and 26 November 2008 Emotional Spiritual Quotient on 3 to 5

December 2008 Global Network For Local Governance in

Kolkata India on 11 to 13 December 2008

Chen Po Hsiung MAICSA Annual Conference of Corporate &Regulatory Updates on 7 and 8 July 2009

Su Cheng Tao MAICSA Annual Conference of Corporate &Regulatory Updates on 7 and 8 July 2009

Leong Ngai Seng MAICSA Annual Conference of Corporate &Regulatory Updates on 7 and 8 July 2009

Shih Chao Yuan MAICSA Annual Conference of Corporate &Regulatory Updates on 7 and 8 July 2009

Chang Song Hai and Huang Huai Son are non residents and therefore didnot attend any training programme conducted or held in Malaysia.Dato` Nik Abdul Aziz owns and operates a company which specializes inproviding training. He therefore did not enrol in any other public courses inMalaysia.

2. DIRECTORS REMUNERATION

The Board has set up the Remuneration Committee whose primary responsibilityinclude reviewing and making recommendations on remuneration packagesand policies applicable to the Chairman, Managing Director, Senior Executivesand Directors themselves. The Remuneration Committee obtains independentadvice on the appropriateness of remuneration packages. Individual Directorsare required to abstain from discussion on their own remuneration. Thedetermination of the remuneration of Non-Executive Directors is a matter forthe Board as a whole.


31/106

The members of the Remuneration Committee are as follows :-

Chang Song HaiChairman, Non-Independent Non-Executive Director

Dato Nik Abdul Aziz Bin Mohamed KamilIndependent Non-Executive Director

Leong Ngai SengIndependent Non-Executive Director

During the financial year under review, the Committee met once to review theprinciples and guidelines on directors remuneration adopted by the Board andthe levels of remuneration applied.

For the financial year 2009, the remuneration of the Directors are as follows :-

TotalFees Emoluments Benefits-in-kind Remuneration(RM) (RM) (RM) (RM)

Executive Directors 90,000 1,150,668 35,256 1,275,924Non-ExecutiveDirectors 165,000 58,400 - 223,400

Total 255,000 1,209,068 35,256 1,499,324

The number of Directors whose total remuneration falls within the followingbands is as follows :-

Executive Directors Non-Executive Directors

Below RM50,000 1 4RM50,001 - RM100,000 - 1RM100,001 - RM250,000 - -RM250,001 - RM300,000 - -RM300,001 - RM350,000 - -

RM350,001 - RM400,000 1 -RM450,001 - RM500,000 - -RM550,001 - RM600,000 - -RM650,001 - RM700,000 - -RM750,001 - RM800,000 - -RM850,001 - RM900,000 1 -

3. SHAREHOLDERS

The Board of Directors recognizes the importance of communication and timelydissemination of information to shareholders. Information is communicatedthrough announcements to the Bursa Malaysia and the distribution of annualreports to shareholders.

General Meetings serve as the principal forum for communicating with theshareholders of the Company. The Board encourages participation ofshareholders at the General Meeting to ensure a high level of accountabilityand identification with the Groups strategy and goals.

The Company follows a continuous disclosure policy, making announcementsto the Bursa Malaysia when it becomes aware of information which mightmaterially affect the price of its shares.

4. ACCOUNTABILITY AND AUDIT

4.1 Financial Reporting

The Board aims to provide and present a balanced and clear assessmentof the Groups financial performance and prospect primarily through theannual financial statements and quarterly report as well asannouncements to the Bursa Malaysia. The Audit Committee assists theBoard in scrutinizing information for disclosure to ensure compliance withaccounting standard, accuracy, adequacy and completeness.

Corporate Governance Statement (Cont`d) 30


32/106

Corporate Governance Statement (Cont`d)


31

4.2 Statement of Directors Responsibility in respect of Audit FinancialStatements

The Board is responsible for ensuring that the financial statements of theGroup gives a true and fair view of the state of affairs of the Group and ofthe Company as at the end of the accounting period and of their incomestatements and cashflows for the period. These involve Directors selectingsuitable accounting policies and then applying them consistently andmake judgements and estimates that are reasonable and prudent.

The Directors have the responsibility of ensuring that proper accountingrecords are kept which disclose with reasonable accuracy the financialposition of the Group and of the Company and which ensures that thefinancial statements comply with the Companies Act, 1965.

4.3 Internal Control

The Board of Directors is ultimately responsible for the overall system ofinternal control which includes not only financial controls but also controlsrelating to operations, compliance and risk management. The internal

control system was designed to manage rather than eliminate risks of failurein achieving the Groups business objectives; and as such could onlyprovide reasonable but not absolute assurance against materialmisstatement or loss.

The Statement on Internal Control as set out on page 33 in this AnnualReport provides an overview of the state of internal controls with the Group.

4.4 Statement of Internal Audit Function

Internal Audit activities are conducted in-house. During the financial year,the Internal Audit Unit (IAU) conducted various internal auditengagements in accordance with the risk-based audit plans which areconsistent with the organisations goals. The internal audit function is carriedout impartially, proficiently and with due professional care. The IAU reportsto the Audit Committee on regular audits and appraisals of key operationsof the Group.

Its activities for the year under review include:-

Procedural checks in relation to the acquisition and/or disposal ofinvestments and changes to the Group`s structure;

Reviewing of approval and payments processes, receipts for depositand miscellaneous payment;

Observing the stock take to ensure that the stock take was conductedin a proper and orderly manner;

Identifying the Related Party Transactions and Recurrent Related PartyTransactions to ensure that the transactions were conducted at armslenght; and

Conducting reviews requested by the Audit Committee

The total cost incurred for the internal audit function of the Group forfiscal year 2009 is RM70,000.

Cost Category RM (000) % of total cost

Manpower 56 80Travelling 14 20

4.5 Relationship with the Auditors

The external auditors, Messrs BDO Binder have continued to report tomembers of the Company on their findings which are included as part ofthe Companys financial reports with respect to each years audit on thestatutory financial statements. In doing so the Company has established atransparent arrangement with the auditors to meet their professionalrequirements.

The auditors have, from time to time, highlighted to the Audit Committeeand the Board matters requiring the Boards attention.


33/106

Conflict of Interests

None of the Directors has any family relationships with other Directors or major

shareholders of the Company.

Convictions for Offences

None of the Directors has been convicted for offences within the past ten years otherthan traffic offences, if any.

Utilisation of Proceeds

There were no issuance of new shares, rights issue or issuance of bonds during thefinancial year to raise any cash proceeds except for the issuance of 177,000 new sharespursuant to the exercise of options under the Companys Employees Share OptionScheme. The proceeds raised were utilized for working capital requirements.

Imposition of Sanctions and/or Penalties

There were no sanctions and/or penalties imposed on the Company or itssubsidiaries, Directors or Management by relevant regulatory bodies during the

financial year.

Share Buybacks

4,612,400 shares were bought back during thr financial year. Full details of this buy backscan be found on note 17, page 80 of this Annual Report .

Option, Warrants or Convertible Securities

During the financial year, 177,000 new shares were issued pursuant to the exercise ofoptions under the Companys Employees Share Option Scheme. The proceeds raisedwere utilised for working capital requirements.

American Depository Receipts (ADR) and Global Depository Receipts (GDR)

The Company has not sponsored any ADR or GDR programme for the financial year.

Non-Audit Fees

There were RM51,419 non-audit fees paid to the external auditors for the financial year.

Profit Estimate, Forecast or Projection

The Company did not make any release on profit estimates, forecast or projectionsduring the financial year.

Profit Guarantee

There was no profit guarantee given by the Company during the financial year.

Material Contracts

There were no material contracts entered into by the Company and/or its subsidiarycompanies which involved Directors and major shareholders interests either stillsubsisting at the end of the financial year ended 31 March 2009 or entered into sincethe end of the previous financial year.

Recurrent Related Party Transactions of a Revenue or Trading NatureDetails of transactions with related parties undertaken by the Group during thefinancial year under review are disclosed in note 28 to the financial statements.

Contracts Relating to Loans

There was no contract relating to loans by the Company.

Revaluation of Landed Properties

The Company and the Group have not adopted a policy for regular revaluation of itslanded properties.

32Other Information


34/106

Pursuant to paragraph 15.26(b) of the Listing Requirements of Bursa Malaysia

Securities Berhad, the Board of Directors is pleased to provide the following

statement on the state of internal controls of the Group.

Board Responsibility

The Board of Directors acknowledges its responsibility for the Groups system of

internal control that is designed to manage rather than eliminate the risks of failure

to achieve business objectives; and as such could only provide reasonable, but not

absolute assurance against material misstatement or loss.

The Board confirms that there is an ongoing process which is in place for the

financial year under review for identifying, evaluating and managing significant

risks that may affect the achievement of our business objectives. Our system of

Internal controls cover financial, organizational, operational, and administrative

and compliance controls. The Board regularly reviews the control processes withthe assistance of the Audit Committee.

Key Processes

Salient features of the key processes of the system of internal control of the Group

are as follows :

1. The management structure is well defined, with clear lines of authority and

responsibility.

2. The Board continually assesses business performance and evaluates operation

controls at all levels, and where necessary takes appropriate remedial action.

3. The Managing Director regularly updates the Board on industry trend, keycustomers and performance of various units within the Group, and the Board

endorses responses taken.

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

and compared to budgets and forecasts.

5. Executive Directors and heads of departments meet regularly to discuss

operational, management issues, financial performance and indicators

focusing on the evaluation of applicable risks.

6. Operations ISO Standards 9001:2000 and 14001 and Accounting procedures

are communicated to staff at all levels.

Statement Of Internal Control 33



35/106

Statement Of Internal Control (Cont`d) 34

7. The Groups Internal Audit Unit (IAU) which reports to the Audit Committee

performs regular reviews to assess the effectiveness of internal controls and to

identify significant risks.

8. The Audit Committee reviews actions taken on internal control issues raised by

the IAU and external auditors.

9. Formal recruitment, training and development, and performance appraisals

are in place to ensure and maintain the professionalism and competency of

staff.

10. The Audit Committee reviews the Recurrent Related Party Transactions

undertaken by the Group twice a year.

11. The Group had established a set of corporate values, ethical behavior, and a

guidance for quality products and services and these are set out in the Groups

Employee Handbook and Safety Handbook.

Conclusion

The Board is satisfied with the ongoing process for identifying, evaluating, managing

and monitoring significant risks, and is of the opinion that the Groups internal control

systems are adequate.

The Board also confirmed that they have reviewed the integrity and the

effectiveness of the system of internal control through the monitoring process set out

above and are not aware of any s ignificant weakness or deficiency in the Groups

system of internal control for the financial year under review and to the date of

approval of this annual report and financial statements.


36/106

directors report 36

statement by directors 42

statutory declaration 42

independent auditors report 43

balance sheets 45

income statements 47

statements of changes in equity 48

cash flow statements 50

notes to the financial statements 52

financialstatements


37/106

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company

for the financial year ended 31 March 2009.

PRINCIPAL ACTIVITIES

The Company is an investment holding company. The principal activities of the subsidiaries are set out in Note 9 to the financial

statements. There have been no significant changes in the nature of these activities during the financial year.

RESULTS

Group Company

RM RM

Profit for the financial year 9,271,521 13,806,910

Attributable to:Equity holders of the Company 8,547,156 13,806,910

Minority interests 724,365 -

9,271,521 13,806,910

DIVIDENDS

Dividend paid since the end of the previous financial year was a final single tier tax exempt dividend of 4.5 sen per ordinary

share amounting to RM7,811,996 in respect of the financial year ended 31 March 2008 which was paid on 10 November 2008.

On 20 May 2009, the Directors declared a first interim single tier tax exempt dividend of 4.5 sen per ordinary share amounting

to RM7,692,881 in respect of the financial year ended 31 March 2009. The dividend was paid to the shareholders on 15 July 2009

whose names appeared on the Record of Depositors at the close of business on 30 June 2009.

The Directors do not recommend the payment of any final dividend in respect of the current financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the

financial statements.

ISSUE OF SHARES AND DEBENTURES

During the financial year, the issued and paid-up ordinary share capital of the Company was increased from RM88,503,600 to

RM88,592,100 by way of:

Class of shares Number of shares Terms of issue

Ordinary shares of RM0.50 each 67,000 Exercise of Employees Share Option

Scheme (ESOS). The ESOS shares were

exercised at an option price of RM0.612

per ordinary share for cash.

Ordinary shares of RM0.50 each 110,000 Exercise of ESOS. The ESOS shares were

exercised at an option price of RM0.625

per ordinary share for cash.

36Directors Report


38/106

Directors Report (Cont`d)

ISSUE OF SHARES AND DEBENTURES (continued)

The abovementioned new ordinary shares issued rank pari passu in all respects with the then existing ordinary shares of the

Company. There were no other issues of shares during the financial year.

There were no issues of debentures during the financial year.

TREASURY SHARES

During the financial year, the Company repurchased 4,612,400 ordinary shares of RM0.50 each of its issued ordinary share

capital from the open market at an average price of RM0.82 per ordinary share. The total consideration paid for the repurchase

including transaction costs was RM3,778,396. The repurchase transactions were financed by internally generated funds. The

shares repurchased were held as treasury shares and treated in accordance with the requirement of Section 67A of the

Companies Act, 1965.

As at 31 March 2009, the Company held a total of 6,366,300 of its 177,184,200 issued ordinary share capital as treasury shares.

Such treasury shares are being held at a carrying amount of RM5,520,461 and further relevant details are disclosed in Note 17to the financial statements.

OPTIONS GRANTED OVER UNISSUED SHARES

No options were granted to any person to take up unissued ordinary shares of the Company during the financial year apart

from the issue of options pursuant to the Employees Share Option Scheme (ESOS).

The ESOS of the Company was approved by its shareholders at an Extraordinary General Meeting held on 23 September 2004

and came into effect on 29 October 2004. The main salient features of the ESOS are as follows:

(a) The ESOS is made available to eligible employees and Directors of the Group.

(b) The maximum number of new ordinary shares, which may be available under the ESOS, shall not exceed in aggregate

fifteen per centum (15%) of the issued and paid-up ordinary share capital of the Company at any one time during the

duration of the ESOS.

(c) The maximum number of new options that may be offered to an eligible person shall be determined at the discretion of

the option committee taking into consideration the performance, seniority and length of service of the eligible person and

such other factors that the option committee may deem relevant, subject to the following:

(i) the aggregate allocation to eligible Directors and senior management shall not exceed fifty per centum (50%) of the

new ordinary shares available under the ESOS; and

(ii) the allocation to any eligible person who, either singly or collectively through persons connected to him, hold twenty

per centum (20%) or more of the issued and paid-up capital of the Company, shall not exceed ten per centum (10%)

of the ordinary shares available under the ESOS.

(d) The ESOS shall be in force for a period of five (5) years, unless terminated earlier or extended in accordance with the termsof By-Laws of the ESOS.

(e) The price at which the option holders are entitled to subscribe for each new ordinary shares shall be based on the five

(5)-day weighted average market price of the Companys shares immediately preceding the offer date of the option,

with a discount of not more than ten per centum (10%), or at the par value of the Companys shares, whichever is higher.


37


39/106

OPTIONS GRANTED OVER UNISSUED SHARES (continued)

(f) The new ordinary shares to be allotted upon the exercise of any options granted shall upon allotment and issue, rank pari

passu in all respects with the existing issued and paid-up ordinary shares of the Company provided always that the new

ordinary shares will not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of

which is prior to the date of allotment of the said new ordinary shares.

The movements of the options over unissued ordinary shares of the Company granted under the ESOS during the financial year

are as follows:

Number of options over ordinary shares of RM0.50 each

Balance Balance

Option as at as at

Date of offer price 1.4.2008 Exercised Lapsed 31.3.2009

29 October 2004 RM0.625 1,018,000 (110,000) - 908,000

24 November 2005 RM0.612 690,800 (67,000) (61,000) 562,800

1,708,800 (177,000) (61,000) 1,470,800

The Company has been granted exemption by the Companies Commission of Malaysia from having to comply with Section

169(11) of the Companies Act, 1965 to disclose the list of option holders who are granted options during the financial year to

subscribe for less than 200,000 shares in the Company.

No option holder was granted option to subscribe for 200,000 shares and above during the financial year.

DIRECTORS

The Directors who have held for office since the date of the last report are:

Chang Song Hai

Su Cheng Tao


Chen Po Hsiung

Huang Huai Son

Leong Ngai Seng

Shih Chao Yuan

Soon Kwai Choy

38Directors Report (Cont`d)


40/106

39



DIRECTORS INTERESTS

The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares of the Company

and its related corporations during the financial year ended 31 March 2009 as recorded in the Register of Directors

Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 are as follows:

Number of ordinary shares of RM0.50 each

Balance Balance

as at Exercise of as at

1.4.2008 ESOS/Bought Sold 31.3.2009

Shares in the Company

Direct interests

Dato Nik Abdul Aziz Bin Mohamed Kamil 400,000 - - 400,000

Chang Song Hai 400,000 - - 400,000Su Cheng Tao 2,005,956 - (500,000) 1,505,956

Chen Po Hsiung 7,209,876 - - 7,209,876

Huang Huai Son 10,552,732 - - 10,552,732

Leong Ngai Seng 400,000 - - 400,000

Shih Chao Yuan 1,854,290 - - 1,854,290

Soon Kwai Choy 400,000 - - 400,000

Indirect interests

Chen Po Hsiung * 95,723 - - 95,723

Shih Chao Yuan # 41,842,194 1,893,720 - 43,735,914

Soon Kwai Choy * 610,000 - - 610,000

* Deemed interest held through spouse# Deemed interest pursuant to Section 6A of the Companies Act, 1965 and held through spouse

By virtue of their interests in the ordinary shares of the Company and pursuant to Section 6A to the Companies Act, 1965,

Su Cheng Tao, Chen Po Hsiung, Huang Huai Son and Shih Chao Yuan are deemed to be interested in the shares of the

subsidiaries to the extent that the Company has an interest.

DIRECTORS BENEFITS

Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit

(other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors as

shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director

or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest

except for any benefit which may be deemed to have arisen from the transactions disclosed in Note 28 to the financial

statements.

There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the

object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the

Company or any other body corporate except for the share options granted to Directors of the Company pursuant to the

ESOS.


41/106

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY

(I) AS AT THE END OF THE FINANCIAL YEAR

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the Directors

took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of

provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that no

provision needs to be made for doubtful debts; and

(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values in the ordinary

course of business had been written down to their estimated realisable values.

(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year

have not been substantially affected by any item, transaction or event of a material and unusual nature.

(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT

(c) The Directors are not aware of any circumstances:

(i) which would render the amount written off for bad debts inadequate to any material extent or necessitate the

making of provision for doubtful debts in the financial statements of the Group and of the Company; and

(ii) which would render the values attributed to current assets in the financial statements of the Group and of the

Company misleading; and

(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the

Group and of the Company misleading or inappropriate.

(d) In the opinion of the Directors:

(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially

the results of the operations of the Group and of the Company for the financial year in which this report is made;

and

(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the period of

twelve (12) months after the end of the financial year which will or may affect the abilities of the Group and of the

Company to meet their obligations as and when they fall due.

(III) AS AT THE DATE OF THIS REPORT

(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the financial

year to secure the liabilities of any other person.

(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financial

year.

(g) The Directors are not aware of any circumstances not otherwise dealt with in the report or financial statements which

would render any amount stated in the financial statements of the Group and of the Company misleading.

40Directors Report (Cont`d)


42/106

41



SIGNIFICANT EVENT SUBSEQUENT TO THE BALANCE SHEET DATE

The event subsequent to the balance sheet date is disclosed in Note 32 to the financial statements.

AUDITORS

The auditors, BDO Binder, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the Directors.

......................................................... .........................................................

Su Cheng Tao Chen Po Hsiung

Director Director

Port Klang

30 July 2009


43/106

Statement By Directors 42

In the opinion of the Directors, the financial statements set out on pages 45 to 98 have been drawn up in accordance with

applicable approved Financial Reporting Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give

a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2009 and of the results of theoperations of the Group and of the Company and of the cash flows of the Group and of the Company for the financial year

then ended.

On behalf of the Board,

...................................................... ........................................................

Su Cheng Tao Chen Po Hsiung

Director Director

Port Klang

30 July 2009

Statutory Declaration

I, Gan Ah Chu, being the officer primarily responsible for the financial management of Acoustech Berhad, do solemnly and

sincerely declare that the financial statements set out on pages 45 to 98 are, to the best of my knowledge and belief, correct

and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory

Declarations Act, 1960.

Subscribed and solemnly declared by )

the abovenamed at Kuala Lumpur this ) Gan Ah Chu

30 July 2009 )

Before me:

S.Ideraju

No.W451

Persuruhjaya Sumpah Malaysia

Tingkat 18, Wisma Sime Darby

Jalan Raja Laut

50350 Kuala Lumpur


44/106

43


Report on the Financial Statements

We have audited the financial statements of Acoustech Berhad, which comprise the balance sheets as at 31 March 2009 of

the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the

Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other

explanatory notes, as set out on pages 45 to 98.

Directors Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in

accordance with applicable approved Financial Reporting Standards in Malaysia and the provisions of the Companies Act,

1965. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair

presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and

applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit

in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of

the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant

to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys

internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with applicable approved Financial

Reporting Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the state

of affairs of the Group and of the Company as at 31 March 2009 and of the results of the operations of the Group and of the

Company and of the cash flows of the Group and of the Company for the financial year then ended.

Independent Auditors ReportTo The Members of Acoustech Berhad


45/106

Independent Auditors ReportTo The Members of Acoustech Berhad (cont`d)

44

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and

its subsidiaries have been properly kept in accordance with the provisions of the Act.

(b) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Companys financial

statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements

of the Group and we have received satisfactory information and explanations required by us for those purposes.

(c) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment

made under Section 174(3) of the Act.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965

in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

BDO Binder Gan Hock Soon

AF : 0206 2853/07/10 (J)

Chartered Accountants Partner

Kuala Lumpur

30 July 2009


46/106

Group Company

2009 2008 2009 2008

Note RM RM RM RM

ASSETS

Non-current assets

Property, plant and equipment 7 37,937,842 38,922,913 - -

Prepaid lease payments for land 8 9,062,725 9,200,248 - -

Investments in subsidiaries 9 - - 74,893,666 74,893,666

Investment in a jointly controlled entity 10 2,273,004 1,911,255 - -

Investment in an associate 11 5,639,193 5,574,186 - -

Other investment 12 3,755,630 3,755,630 - -

58,668,394 59,364,232 74,893,666 74,893,666

Current assets

Inventories 13 23,884,684 32,396,025 - -

Trade and other receivables 14 42,414,914 71,901,386 33,452,332 37,678,005

Current tax assets 3,064,301 1,530,631 197,332 296,718

Cash and cash equivalents 15 49,165,242 42,026,638 232,695 118,653

118,529,141 147,854,680 33,882,359 38,093,376

TOTAL ASSETS 177,197,535 207,218,912 108,776,025 112,987,042

Balance SheetsAs At 31 March 2009


45

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


47/106

Balance SheetsAs At 31 March 2009 (cont`d)

46

Group Company

2009 2008 2009 2008

Note RM RM RM RM

EQUITY AND LIABILITIES

Equity attributable to equity

holders of the Company

Share capital 16 88,592,100 88,503,600 88,592,100 88,503,600

Treasury shares 17 (5,520,461) (1,742,065) (5,520,461) (1,742,065)

Reserves 18 59,633,308 58,876,894 25,314,458 19,298,290

142,704,947 145,638,429 108,386,097 106,059,825

Minority interests 6,157,079 5,852,214 - -

TOTAL EQUITY 148,862,026 151,490,643 108,386,097 106,059,825

LIABILITIES

Non-current liabilities

Deferred tax liabilities 19 3,411,300 3,027,000 - -

Current liabilities

Trade and other payables 20 24,859,653 45,281,712 389,928 353,125

Borrowing (secured) 21 - 664,395 - -

Dividend payable - 6,574,092 - 6,574,092Current tax payable 64,556 181,070 - -

24,924,209 52,701,269 389,928 6,927,217

TOTAL LIABILITIES 28,335,509 55,728,269 389,928 6,927,217

TOTAL EQUITY AND LIABILITIES 177,197,535 207,218,912 108,776,025 112,987,042



48/106

Income StatementsFor The Financial Year Ended 31 March 2009

Group Company

2009 2008 2009 2008

Note RM RM RM RM

Revenue 22 279,939,456 339,947,519 19,078,000 35,280,798

Cost of sales (254,432,864) (301,327,015) - -

Gross profit 25,506,592 38,620,504 19,078,000 35,280,798

Other income 14,747,052 4,575,097 865 34,852

Selling and distribution costs (7,131,802) (9,025,470) - -

Administrative expenses (7,658,752) (7,133,532) (427,493) (430,413)

Other expenses (15,580,753) (8,934,168) (185,922) (292,303)

Finance costs (184,939) (316,940) - -

Share of profits of an associate 1,565,007 2,105,748 - -

Share of profits of a jointly controlled entity 361,749 189,266 - -

Profit before tax 23 11,624,154 20,080,505 18,465,450 34,592,934

Tax expense 24 (2,352,633) (3,956,549) (4,658,540) (7,616,863)

Profit for the financial year 9,271,521 16,123,956 13,806,910 26,976,071

Attributable to:

Equity holders of the Company 8,547,156 15,127,104 13,806,910 26,976,071Minority interests 724,365 996,852 - -

9,271,521 16,123,956 13,806,910 26,976,071

Gross dividends per ordinary share (sen) 25

- First interim dividend 4.50 6.00 4.50 6.00

- Second interim dividend - 3.75 - 3.75

- Final dividend - 4.50 - 4.50

Earnings per ordinary share attributable to 26

equity holders of the Company (sen)

- Basic 4.94 8.58

- Diluted 4.93 8.54


47



49/106

Statements Of Changes In EquityFor The Financial Year Ended 31 March 2009

48

Share Share Retained Treasury Minority Total

capital premium earnings shares Total interests equity

Group Note RM RM RM RM RM RM RM

Balance as at 1 April 2007 88,191,800 7,170,391 52,401,785 - 147,763,976 4,991,528 152,755,504

Profit for the financial year - - 15,127,104 - 15,127,104 996,852 16,123,956

Dividends in respect of financial

year ended 31 March 2008 25 - - (15,897,234) - (15,897,234) - (15,897,234)

Dividend to minority interests - - - - - (136,166) (136,166)

Issuance of new ordinary shares 16 311,800 74,848 - - 386,648 - 386,648

Repurchase of shares - - - (1,742,065) (1,742,065) - (1,742,065)

Balance as at 31 March 2008 88,503,600 7,245,239 51,631,655 (1,742,065)145,638,429 5,852,214 151,490,643

Profit for the financial year - - 8,547,156 - 8,547,156 724,365 9,271,521

Dividends in respect of financial

year ended 31 March 2008 25 - - (7,811,996) - (7,811,996) - (7,811,996)

Dividend to minority interests - - - - - (419,500) (419,500)

Issuance of new ordinary shares 16 88,500 21,254 - - 109,754 - 109,754

Repurchase of shares - - - (3,778,396) (3,778,396) - (3,778,396)

Balance as at 31 March 2009 88,592,100 7,266,493 52,366,815 (5,520,461)142,704,947 6,157,079 148,862,026



50/106

Statements Of Changes In EquityFor The Financial Year Ended 31 March 2009 (cont`d)

Share Share Retained Treasury

capital premium earnings shares Total

Company Note RM RM RM RM RM

Balance as at 1 April 2007 88,191,800 7,170,391 974,214 - 96,336,405

Profit for the financial year -

ACOCTEC-AnnualReport2009 (1.3MB)

Documents

Transcript of ACOCTEC-AnnualReport2009 (1.3MB)