Our Mission - Malaysiastock.biz an atmosphere of mutual trust and harmony ... Syed Abdul Razak bin...

contents

Corporate Introduction ...............................

Board of Directors ....................................

Corporate Governance ..............................

Audit Committee Report ............................

Financial Reports .....................................

List of Properties .....................................

Shareholdings ........................................

Annual Generel Meeting ...........................

Appendix .............................................

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Our Mission :We strive to be the preferred total solution provider in the field of safety and survival in Asia-Pacific region“Our Mission :

“Our Mission :We strive to be the preferred total “We strive to be the preferred total

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We strive to be the preferred total

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We strive to be the preferred total solution provider in the field of safety

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solution provider in the field of safety and survival in Asia-Pacific region

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and survival in Asia-Pacific region

We work as a family, unified in purpose, treating each other with respect and care, in an atmosphere of mutual trust and harmony“We work as a family, unified in purpose, “We work as a family, unified in purpose, “

an atmosphere of mutual trust and harmony

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an atmosphere of mutual trust and harmony

Satang Holdings Berhad | Annual Report 20096

In the year 1991, Satang Jaya Sdn Bhd (Satang Jaya) commenced operations as a supplier of aviation tools and spare parts. From its initial years of operations, Satang Jaya has managed to secure exclusive appointments as sole agents for several Original Equipment Manufacturers (OEMs) and distributors within the aviation and aerospace industry, which subsequently led to its success in making its mark at the Ministry of Defence Malaysia (MINDEF).

Apart from becoming one of the leading Maintenance, Repair & Overhaul (MRO) Service Providers of safety and survival equipments for the defence, aviation and maritime industries in Malaysia, Satang Jaya is also a leading supplier of equipments, accessories and spare parts for these industries. The offered MRO services are for aircrew/passenger lifejackets, life rafts, survival packs, emergency breathing systems, fire fighting equipments, emergency parachutes, safety harnesses, aircraft arresting systems, aircraft crash & salvage equipments, ejection seats, hydrostatic tests for all types of aviation cylinders, and search & rescue beacons.

Satang Jaya has a series of certifications from leading authorities such as the Royal Malaysian Air Force (RMAF), the United Kingdom Accreditation System (UKAS), the US Department of Transport (DOT), the Surveyor General of Ships Malaysia, the Department of Civil Aviation (DCA) Malaysia, the MS ISO 9001:2000 Certification and from various OEMs. These accreditations are maximised to the fullest, and used as avenue to propound its expertise and service of quality and excellence to all its

Corporate Profile

customers throughout the country. The company is also an accredited member of the Malaysian Defence Industry Council (MDIC), the Malaysian Fire Protection Association (MFPA), the Malaysian Industry-Government Group for High Technology (MIGHT), the Malaysian Aerospace Industries Association (MAIA) and the Malaysian Society for Occupational Safety and Health (MSOSH).

Satang Jaya’s first safety workshop was built in Shah Alam, Selangor in the year 1995, and a successful decade later, a network of workshops was established throughout strategic locations nationwide, with the main headquarters located in Bandar Baru Klang, Selangor.

Under the RMAF Contractorisation Programme introduced by MINDEF in 1998, Satang Jaya acquired the exclusive contract to provide MRO services for RMAF’s safety and survival equipments. The significant milestone in this contract was the award by the Malaysian Government for a Long-Term Contract to Satang Jaya, which was for a ten (10) year period (1 October 2003-30 September 2013), in recognition of Satang Jaya’s excellent performance as a key player in the said industry. The award, part of the Government’s efforts to provide incentives to performing contractors, is certainly a boost up for Satang Jaya and an encouragement for it to further expand on its in-country development maintenance capability, which is in line with the country’s aspirations to develop the aviation industry in Malaysia.

Satang Jaya, a subsidiary of Satang Holdings Berhad (the Holding Company) forms part of the Satang Group of Companies. In March 2005, Satang Holdings created history when it became the very first company under the

Satang Holdings Berhad | Annual Report 2009 7

Contractorisation Programme to be listed with Bursa Malaysia. Companies that operate under the Satang Group banner engage in various activities:

Satang Jaya Sdn Bhd engages in the MRO services for •Safety, Survival, Security and Rescue equipments.

Satang Dagangan Sdn Bhd is a supplier of Defence •and Aviation Equipment & Accessories.

Satang Construction Sdn Bhd is involved in •Mechanical aspects of Construction Projects

Satang Hi-Tech Solutions Sdn Bhd is a provider of •Integrated Solutions.

Satang SAR Services Sdn Bhd (Dormant)•

Satang Mechatronic Sdn Bhd (Dormant)•

Satang GSE Services Sdn Bhd (Dormant)•

Satang Cylinder Services Sdn Bhd (Dormant•

Satang Environmental Sdn Bhd (Dormant)•

Satang-ICS Global Sdn Bhd (Dormant)•

Satang Group is strengthening its plans to explore business opportunities, and aims to inflate its services to the Armed Forces, the national airlines and low cost carriers of countries

within the region. Satang Group takes great pride in having the right expertise, trained manpower, and relevant certifications that support and endorse its performance levels and delivery standards.

The Group’s biggest and longest running client is the Ministry of Defence and its related agencies. It also services amongst others, the Royal Malaysian Navy, the Royal Malaysian Army, the Royal Malaysian Police Force, the Fire & Rescue Department and Airod Sdn Bhd.

With strong support from its shareholders, clients, business associates, the Government and the general public, Satang Group will continue to grow and maintain its excellent track records and good reputation in offering responsive and reliable support and services to its clientele.


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Corporate Information

Board of Directors

Major (R) Jamaludin bin Hasan• (Appointed on 3 July 2009) Chairman/Executive Director

Malim bin Mohamed• (Appointed on 3 July 2009) Group Managing Director

Colonel (Honorary) Dato’ Jamaluddin bin Hassan RMAF • (Resigned on 15 July 2009) President/Executive Chairman

Tajudin bin Talib • (Appointed on 21 December 2009) Executive Director

Hakim bin Sukirman• (Resigned on 11 November 2009) Executive Director

Othman bin Harun• (Resigned on 01 July 2009) Executive Director

Izham bin Yusoff • Senior Independent & Non-Executive Director

Wan Azizul bin Wan Yusoff •Independent & Non-Executive Director

Syed Abdul Razak bin Syed Long Alsagoff •Independent & Non-Executive Director

Audit Committee

Izham bin Yusoff (Chairman) Wan Azizul bin Wan Yusoff Syed Abdul Razak bin Syed Long Alsagoff

Nomination and Remuneration Committee

Syed Abdul Razak bin Syed Long Alsagoff (Chairman) Izham bin Yusoff Wan Azizul bin Wan Yusoff

Company Secretary

Tan Tong Lang (MAICSA 7045482)


Auditors

Messrs. UHY DiongFirm Number: AF 1411Chartered AccountantsSuite 11.05, Level 11The Gardens South TowerMid Valley City, Lingkaran Syed Putra 59200, Kuala Lumpur, Malaysia.

Tel : 03-2279 3088Fax : 03-2279 3099 Email : [email protected]

Principal Bankers

Bank Muamalat Malaysia Berhad (6175-W)RHB Bank Berhad (6171-M)AmBank (M) Berhad (8515-D)

Stock Exchange Listing

Main Market ofBursa Malaysia Securities Berhad

Stock Name : SATANGStock Code : 7212

Registered Office

Suite 11.05B, Level 11The Gardens South TowerMid Valley City, Lingkaran Syed Putra 59200, Kuala Lumpur, Malaysia

Tel : 03-2279 3080Fax : 03-2279 3090

Corporate Office

29 & 31, Jalan Tiara 5Bandar Baru Klang41150 KlangSelangor Darul Ehsan

Tel : 03-3344 8822 Fax : 03-3344 8811Email : [email protected] : www.satanggroup.com


Registrar

Insurban Corporate Services Sdn Bhd (76260-W)149, Jalan Aminuddin BakiTaman Tun Dr. Ismail60000 Kuala Lumpur

Tel : 03-7727 3873 Fax : 03-7728 5948Email : [email protected]


Subsidiary, Sub-subsidiaries, Related Companies & Associate Companies

Satang Jaya Sdn Bhd (223732-V) Maintenance, Repair and Overhaul (MRO) services for Safety, Survival, Security and Rescue equipments.

Satang Dagangan Sdn Bhd (217774-M)Supply of defence and aviation equipment and accessories.

Satang Construction Sdn Bhd (789202 P)Construction projects.

Satang Mechatronic Sdn Bhd (378597-W)Dormant.

Satang GSE Services Sdn Bhd (523347-K) Dormant.

Satang Cylinder Services Sdn Bhd (536657-H) Dormant.

Satang Hi-Tech Solutions Sdn Bhd (561654-M)Dormant.

Satang SAR Services Sdn Bhd (367847-D) Dormant.

Satang Environmental Sdn Bhd (546811-V)Dormant.

Satang-ICS Global Sdn Bhd (741664-D)Dormant.

Hasrat Mestika Sdn Bhd (765459-V)Supply, distribution and service of industrial pipe cleaning system.

The Industrial & Scientific Co Sdn Bhd (29115-X)Import and distribution of all industrial, scientific and marine products and LPG and also maintenance of Safety and Survival aviation and marine equipments.

We foster innovation and creativity“

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We foster innovation and creativity

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We foster innovation and creativity


Director’s Profile

Major (Rtd) Jamaludin Hasan

Major (Rtd) Jamaludin Hasan, a Malaysian aged 55, was appointed to the Board of Satang Holdings Berhad (SHB) as Executive Director on 3 July 2009. He then was re-designated as the Chairman/Executive Director upon the resignation of the former Chairman. He holds a double Masters in Foreign Trade and Chinese Studies from the People’s University of China and the China Culture & Language University of Beijing located in the People’s Republic of China, and other post-graduate Diplomas from India, UK and Malaysia.

He commenced his career as a Military Officer in the Royal Artillery Regiment and was later posted to various assignments in the Ministry of Defence. During his career in the Armed Forces, he pursued various professional studies in Human Resource Management, Business Management and Supervisory Management. Upon retirement

from military service, he served as the Asia Pacific Regional Marketing Officer for the Malaysian Palm Oil Promotion Council covering markets in the People’s Republic of China, Taiwan, Hong Kong, Republic of Korea, Japan and Austral-Asia. He later joined ABIMAL Group of Companies as General Manager – Business Development, focusing on business relations between West Asia, Africa & China. He developed Defence Business for the KRISI Group of Companies as Vice President – Special Projects, and sits as the Director in Health Solution (SEA) Sdn Bhd. He was the CEO of the Defence & Military Equipment Division of Jentayu Venture Sdn Bhd.

He does not have any family relationship with any Director and/or major shareholder of the Company. He has had no conviction for any offences within the past 10 years.

Malim bin Mohamed

Malim bin Mohamed, a Malaysian aged 40, was first appointed to the Board of Satang Holdings Berhad (SHB) as an Executive Director on 3 July 2009. He was then re-designated as the Managing Director on 15 July 2009. He graduated with a Bachelor of Chemical Engineering (Natural Gas) in 1995 and Diploma in Petroleum Engineering in 1992, both from Universiti Teknologi Malaysia.

He started as a Project Engineer at Gas Pantai Engineering Sdn Bhd, dealing in oil & gas utilities. Thereafter he moved on to AQUASIS (M) Sdn Bhd, dealing in plant erection, shutdown, turnaround for refinery and petrochemical plant. It was here that he was given the responsibility of managing project budget, manpower loading and project scheduling. In 1995, he took up the post as Plant Manager at Amalgamated Metal Builder, dealing in the fabrication of oil & gas equipment such as Boilers, Pressure Vessels, Heaters,

Heat Exchangers and Flair Stacks. From here, he moved on to act as a Manager at Kobat Engineering Services. The main activity of this company is as a maintenance contractor for government agencies, majoring in mechanical works. Subsequently, the activity was expanded to the manufacturing of mechanical parts and the setting up of machining shops. In 2004, Kobat Engineering Services Sdn Bhd, expended its activities to manufacturing and providing services for the industries of palm oil, oil & gas, agriculture, military and aviation. He does not have any family relationship with any Director and/or major shareholder of the Company. He has had no conviction for any offences within the past 10 years.


Tajudin bin Talib

Tajudin bin Talib, a Malaysian aged 51, was appointed to the Board of Satang Holdings Berhad (SHB) as an Executive Director on 21 December 2009. He graduated with a Master in Business Administration from Camden University, USA and holds certificates in Mechanical Engineering and Management from Universiti Teknologi MARA and RMAF Kinrara, respectively.

He has started his carrier as an Engineering Officer in Royal Malaysian Airforce, serving for 15 years with the last rank of Major TUDM. He was responsible in the Maintenance and Control of Specialist Vehicles and Ground Support Equipment assets. He was also a specialist in Armament and capable in handling the Explosive. After leaving the service in 1993, he developed his experience in business organization by joining IJM Corporation Bhd and Norwest Holding (M) Sdn Bhd as Business Development and Customer Service

Manager who responsible in managing heavy vehicles workshop and marketing the services. In 1998 he has joined Satang Jaya Sdn Bhd as Business Development Executive and promoted to a Manager post. He was then appointed as Chief Operating Officer of Satang GSE Services Sdn Bhd in October till January 2009.


Izham bin Yusoff

Izham bin Yusoff, a Malaysian aged 43, was appointed to the Board of Satang Holdings Berhad (SHB) as a Senior Independent & Non-Executive Director on 23 December 2008. He graduated with a Bachelor in Accounting degree in 1990 and a Master of Business Administration (Accounting & International Business) degree in 1991, both from the University of Miami, USA. He is the Chairman of Audit Committee and Member of the Nomination and Remuneration Committee.

He began his career with Citibank NA in Miami as Assistant Business Planning & Analysis Manager from January 1992 to June 1992 before joining Procter & Gamble in Singapore as Financial Analysis Manager, Corporate from July 1992 to September 1995. He then joined Citibank Berhad in Malaysia as Financial Controller from October 1995 to November 1996. He was the Corporate Strategy Manager with Maxis Berhad from December 1996

to December 1997, Special Assistant to the Managing Director of EON Berhad from January 1998 to July 2002 and Managing Director of Amanah Raya Berhad from August 2002 to 30 June 2004. He was the CEO of KUB Malaysia Berhad from 1 July 2004 to 31 March 2007. He was also the COO of Ninebio Sdn Bhd and its Executive Director from August 2007 to January 2010 and he remains a non-executive Director. He is currently the Managing Director of Percetakan Nasional Malaysia Berhad and Independent Non-Executive Director of Axis Incorporation Berhad and AKN Technology Berhad. He is also a director of Bursa Malaysia Berhad.



Wan Azizul bin Wan Yusoff

Wan Azizul bin Wan Yusoff, a Malaysian aged 45, was appointed to the Board of Satang Holdings Berhad (SHB) as an Independent & Non-Executive Director on 23 December 2008. He is one of the members of SHB’s Audit Committee, and Nomination and Remuneration Committee. He is a Member of the Malaysian Institute of Accountants (MIA) and a Member of the Chartered Institute of Management Accountants (UK).

He started his career as System Accountant with Data Power Sdn Bhd (a subsidiary of MARA) in 1989. Thereafter, he became a Bank Examiner/Investigation Officer with Bank Negara Malaysia for 4 years. He was Assistant Audit Manager with Sime Darby Berhad from 1994 to 1995. He joined Sistem Televisyen Malaysia Berhad (TV3) in 1995 as Internal Audit Manager. Subsequently, he was appointed as General Manager, Finance and Corporate Affairs of Cableview Services Sdn Bhd, an associate company of TV3

from 1996 to 1998. Since 1999,.he has been a Director/Founding Partner of OneZero First Corporation Sdn Bhd, providing accounting, finance and corporate services. He was attached with Atarek Kamil Ibrahim & Co as Consultant, Business Advisory. He also represented Arthur Andersen & Co. as Independent Director of a few public listed companies and subsidiaries under Special Administrators. He was an Independent Non-Executive Director and Audit Committee Chairman of Nauticalink Berhad from April 2002 to July 2005 and of Nasioncom Holdings Berhad from January 2005 to Oct 2007.


Syed Abdul Razak bin Syed Long Alsagoff

Syed Abdul Razak bin Syed Long Alsagoff a Malaysian aged 50, was appointed to the Board of Satang Holdings Berhad (SHB) as an Independent & Non-Executive Director on 23 December 2008. He graduated from Universiti Pertanian Malaysia with a Bachelor of Science (Agribusiness) on a Malaysian Tobacco Company Scholarship in 1984. In 1981, he attended summer sessions at Sophia University, Tokyo on a Japan Airlines Scholarship. He is the Chairman of SHB’s Nomination and Remuneration Committee and Member of the Audit Committee.

From 1984 to 1985, he was with IBM World Trade Corporation in the marketing department. From 1985 to 1989, he was Fina Oil’s state distributor for Negeri Sembilan. In 1989, he received a PJK from Duli Yam Tuan Negeri Sembilan. From 1989 to 1993, he was a remisier with Mohaiyani Securities Sdn Bhd. He is currently Chairman of Wire &

Wire (Malaysia) Sdn Bhd and a director of Nova Domino Sdn Bhd, a full offset printing company. From 1989 to 1994, he was treasurer of UMNO Youth Jalan Sultan Ismail Branch, Bukit Bintang. He is an alumni member of Sek Men Sains Selangor and an Old Boy of St John’s Institution, Kuala Lumpur. He was the YDP PIBG of SK Bandar Sri Damansara 1 from 2004 to 2007.

Currently he is the new YDP PIBG of Sek Men Keb Bandar Sri Damansara 1. He is also the Deputy President of Bandar Sri Damansara Residents Association, a township of 60,000 population. He is also Secretary of Kelab Sukan Bermotor Integrasi an affiliate of MAM (Motorsports Association of Malaysia) based at Speedway PLUS Circuit, USJ, Subang Jaya. Syed Razak Alsagoff is also a regular political commentator and guest on Hello Malaysia, Bernama TV, Channel 502.



Chairman’s Statement

On behalf of the Board of Directors, I am pleased to present to you our valued shareholders, the fifth Annual Report and Audited Financial Statements of Satang Holdings Berhad for the financial year ended 30 September 2009.

BUSINESS HIGHLIGHTS

The Company is currently classified as an affected listed issuer pursuant to Practice Note 17 (“PN17”) as issued by the Bursa Malaysia Securities Berhad. In order to enable the Company to maintain its listing status as well as to enable the shareholders of the Company to recover their residual investment and restore value in the Company, Satang had submitted the Regularisation Plan to Bursa Malaysia Securities Berhad to regularise its financial condition pursuant to Section 212 of the Capital Markets and Services Act, 2007. Among other measures, the Regularisation Plan provides for the rights issue and warrants to strengthen the existing business for Satang.

CHANGE OF BOARD OF DIRECTORS

There were several changes to Satang Board composition, following the resignation of Dato’ Jamaluddin Bin Hassan, Hakim Bin Sukirman and Othman Bin Harun, I am pleased to welcome En. Malim Bin Mohamed as the new Group Managing Director and Major (R) Tajudin Talib as the new Executive Director of Satang.

I look forward to the contributions from the newly appointed Group Managing Director and other members of the Board of Directors of Satang and am confident that with their combined experience and expertise, the Company will be restructured to exit the PN17 position.

FINANCIAL PERFORMANCE REVIEW

The Group turned in a record profit after tax (“PAT”) of RM0.3 million in Financial Year (“FY”) 2009, an increase over the preceding year’s losses of RM16.7 million. However, revenue dipped to RM45.8 million, an 18% reduction against RM56.0 million in the preceding years. The lower revenue generated rendered for the year ended 30 September 2009 was primarily due to the Group’s difficulty in procuring external financing to fund working capital or capital expenditures for the growth of our business. Despite the lower revenue, we attained better margins from projects undertaken by us. This is attributable to better cost management, increased operational efficiencies and automated processes within our business units.

At the end of FY2009, our basic earnings per share increased to 0.42 sen against (20.81) sen in FY2008.

PROSPECTS

Over the course of the year, we undertook several strategic initiatives in specific business segments to position the Group for further growth and to reinforce our position as preferred provider in the maintenance, repair and overhaul of safety, survival and other related equipment & systems in military as well as commercial applications, but not limited to the aforementioned products and services in Asia pacific region.

In line with our aspirations to accelerate our growth and increase the Group’s recurring income businesses, FY2010 saw us venturing into high value-added business activities, specifically in fabrication of Ground Support Equipment and Fire Protection System.

We also plan to grow organically, via reorganisation of business activities among the existing subsidiary companies. In total, we will strive to improve our profit margins as well as productivity and efficiency levels within our subsidiaries. Barring unforeseen circumstances, the Board of Directors is reasonably confident that the prospects for the Group remain positive.


APPRECIATION

On behalf of the Board of Directors, I wish to convey my sincere gratitude to all our shareholders and all other major clients for their steadfast trust and confidence in the Satang Group. I also wish to express my heartfelt thanks to the Malaysian Government, regulatory authorities as well as our business partners, contractors, suppliers, bankers and financiers for their unwavering support and assistance. To the Group’s employees, my heartfelt appreciation for the loyalty, dedication and diligence they have shown in helping us deliver commendable results amidst a highly competitive playing field. My sincere thanks to my fellow colleagues on the Board and our Senior Management team, all whom have displayed astute leadership skills as well as provided solid insights to drive our business growth. Their resilience in these challenging times and their sense of responsibility in ensuring our subsidiaries deliver strongly will go a long way in ensuring the Group’s success in the long run.

As we focus on propelling Satang Group to new heights of success, I trust that all our stakeholders will continue to place their confidence in us and give us their undoubting support.

Thank you.

Major (R) Jamaludin HasanChairman

We endeavor to exceed our customers’ expectations“We endeavor to exceed our “We endeavor to exceed our

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Corporate Social Responsibility Statement

Satang Holdings Berhad (‘SHB’) is fully committed to ensuring the interests of its employees, shareholders and stakeholders through practical practices of Corporate Social Responsibility (‘CSR’). We understand how our social and ethical conduct could cause an impact on our image, pride and reputation. We therefore take CSR very seriously and will not neglect the aspects of CSR which are pertinent to the business operations of the Satang Group of Companies (‘the Group’). Although we have yet to fully embark on CSR, we have a well-laid out plan on all sides of the implementation of SHB’s CSR programmes. Our CSR Project Team is also strengthening its efforts to review the different avenues and aspects of the programmes and to ensure that good CSR practices pervade the organization at all levels.

• For the Community

At SHB, we believe that there is a need for continuous corporate community involvement activities because they play an important role in terms of gaining our customers’ satisfaction and respect, apart from infusing good values within our workforce. Starting off with our annual Breaking of Fast with Satang (‘Majlis Berbuka Puasa bersama Satang’) at the Royal Malaysian Air Force (RMAF) Sungei Besi Airbase Kuala Lumpur, a series of participation in our customers’ various social and sporting events took place throughout the ensuing months.

Being accredited members of several government-linked organizations in the country; namely the Malaysian Defence Industry Council (MDIC), the Malaysian Fire Protection Association (MFPA), the Malaysian Industry-Government Group for High Technology (MIGHT), the Malaysian Aerospace Industries Association (MAIA) and the Malaysian Society for Occupational Safety and Health (MSOSH), we commit ourselves to serve our communities with highest quality services. Some of our major commitments include our participation in the Langkawi International Maritime & Aerospace (LIIMA) Exhibition 2009 in December 2007, the Defence Services Asia (DSA) Exhibition 2008 in April 2008 and in the RMAF’s 50 Years Golden Jubilee Anniversary in June 2008. Working hand-in-hand with the PR Unit of the Malaysian Ministry of Defence, we also co-sponsored the Media with the Army Programme (‘Program Tentera Darat Bersama Media’) held at the Gemas Army Camp in April 2008, which include participants from the Royal Malaysian Army and members of press.

Our new financial year 2008/2009 would also see our participation in the LIMA 2009 (December 2009) and in the DSA 2010 (April 2010). Apart from having a fresh set of plans to diversify our involvement in the months and years to come, we will continue to support our employees’ participation in charitable activities or community work of any kind and in any reasonable manner.

• FortheWorkplace

To ensure that the Group sustains its stand as a rewarding avenue to work in, we will continue to send our employees to various training & development programmes, seminars and workshops to enhance their professional development and skills in their respective areas of interest. Apart from that, we believe in our commitment to continuously boost good ethical behaviour within the Group, with utmost concern for employee healthcare, security and safety. Employees are constantly motivated to be good corporate citizens and encouraged to work together as a team in a productive and healthy environment. Our employees also abide by a code of conduct that stresses on the values and ethics that we strongly believe in. We have not failed to look into the state of welfare and wellbeing of ex-servicemen who are retirees from the Air Force, Navy & Army. It is a commitment by SHB as a practise of good CSR to provide employment to ex-servicemen, and we have been doing this ever since we initiated our business operations. We know that when they retire from service, the valuable experience, skills and mastery in their industries will not be put to waste and can be gainfully utilised. We are proud to say that we are still one of the very few Groups in the country that comprehensively looks into the welfare of these ex-servicemen after their retirement age. At present approximately 80% out of our employees are ex-servicemen.

• For the Marketplace

We recognise the need to keep our shareholders and stakeholders abreast of the Group’s performance and deliverables. To enable them to have a better understanding and assessment of the Group’s direction and business activities, we have revamped our corporate website to provide immediate information on the Group’s activities, financials and operations and to also act as a communication point for both our local and international contacts.


• For the Environment

In doing our bit for the environment, we will make every effort to optimise the option of recycling and the reduction of energy use in our operations. To reduce paper usage, our employees are heavily encouraged to adopt a paperless system when preparing selected correspondences and documentation. We encourage a sense of personal responsibility in our employees for reducing their impact on the environment, and we make every effort to ensure that it becomes an act of good practice within the workplace.

As our ultimate goal, we will do our utmost in ensuring that our CSR practises meet with the interests of our customers, suppliers, shareholders, financiers, bankers, business associates, the Government, and the public at large.

Corporate Governent Statement

The Board acknowledges that the practice of good corporate governance is an essential part in the Group’s continued growth and success. Hence, the Board remains committed to attaining high standards of corporate governance within the Group through its support and application of the Principles of good governance set out in Part 1 and Best Practices good governance set out in Part 2 of the Malaysian Code on Corporate Governance (the Code).

Set out below is a statement which outlines the application of the various Principles and complied with the Best Practices in the Code, by the Group throughout the year ended 30 September 2009.

BOARD OF DIRECTORS

Board Balance

The Board consists of six (6) members, who comprise of one (1) Chairman, two (2) Executive Directors, one (1) Senior Independent & Non-Executive Directors and two (2) Independent & Non-Executive Directors. The profiles of these Board members are in pages 14 - 16.The Group Managing Director is responsible in overseeing the day to day operations of the Group and implementing the policies and strategies adopted by the Board. The Group Managing Director’s knowledge of the Group’s affairs contributes significantly towards the accomplishment of the Group’s goals and objectives.

The Executive Directors contribute to the formulation of policy and decision-making through their own knowledge and experience of other businesses and sectors. The Independent Non-Executive Directors bring independent judgement to the decision-making process to safeguard the interests of the shareholders and other stakeholders.

The details of Directors’ attendances are set out below:

Name of Directors No. of meetings attended

Major (Rtd) Jamaludin Hasan 4/6

Malim bin Mohamed 6/6

Col. (Honorary) Dato’ Jamaluddin bin Hassan RMAF (Resigned on 15 July 2009) 14/14

Tajudin bin Talib (Appointed on 21 December 2009) Not Applicable

Hakim bin Sukirman (Resigned on 11 November 2009) 17/17

Othman bin Ahmad (Resigned on 01July 2009) 9/9

Izham bin Yusoff 12/16

Wan Azizul bin Wan Yusoff 15/16

Syed Abdul Razak bin Syed Long Alsagoff 15/16


Supply of Information

All Directors have unrestricted access to all information within the Company necessary for the discharge of their responsibilities. The Board also has access to the advice and services of the Company Secretary and may seek independent advice, in furtherance of their duties if so required. The Board held seventeen (17) meetings during the financial year ended 30 September 2009.

Appointments to the Board

A formal procedure is in place for appointments to the Board. The Nomination Committee is empowered the responsibility of identifying and recommending candidates to the Board for directorship, which comprises of three (3) Independent Non-Executive Directors.

The Board, through the Nomination Committee, reviews annually its required mix of skills, expertise, attributes and core competencies from its Directors. In addition, this Committee also assesses the effectiveness of the Board as a whole and the contribution of each Director.

Directors’ Training

All the Directors of the Company have attended the Mandatory Accreditation Programme and will continue to attend other relevant training programmes on a continuous basis to keep abreast with developments in the business and regulatory environment, as well as to comply with the Listing Requirements of Bursa Malaysia Securities Berhad. On 18 & 19 August 2009, En. Malim bin Mohamed and Major (R) Jamaludin bin Hasan attended a Mandatory and Accreditation Program under Bursatra. During the year also En. Izham bin Yusoff had attended the seminar in Main Market Technical Briefing and Managing International Financial Reporting Standards (IFRS)

Re-election of Directors

In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are subject to election by shareholders at the first Annual General Meeting after their appointment. The Articles also provide that at least one third of the remaining Directors are subject to re-election by rotation at least once every three years at each Annual General Meeting.

DIRECTORS’ REMUNERATION

The Remuneration Committee is responsible for reviewing the performance of Executive Directors and recommending to the Board the remuneration package in line with the contributions made by them for the year. Determination of the remuneration of Non-Executive Directors is a matter to be decided by the Board as a whole. No Director shall take part in decisions pertaining to his own remuneration.

The aggregate remuneration paid or payable to all Directors of the Company is further categorised into the following components -

FEES (RM)SALARIES AND OTHER

EMOLUMENTS (RM) TOTAL (RM)

Executive Directors 12,000 1,660,500 1,672,500

Non-Executive Directors 14,710 - 14,710

Total 26,710 1,660,500 1,687,210


The number of Directors of the Company whose income falls within the following bands is set out as follows: -

REMUNERATION BAND NUMBER OF DIRECTORS

EXECUTIVE NON-EXECUTIVE

RM50,000 and below - 6

RM50,001 - RM100,000 1 -

RM100,001 – RM150,000 2 -

RM200,001 – RM250,000 1 -

RM400,001 – RM450,000 1 -

RM550,001 – RM600,000 1 -

SHAREHOLDERS

Dialogue between the Group and Investors

The Group values dialogue and recognizes the need to communicate with its investors, thus encouraging constructive two-way communication. The Group uses several channels to appropriately inform its investors of major developments and of the operations of the Company through disclosures and announcements made to Bursa Malaysia Securities Berhad (BMSB), press releases, annual reports and the Board also has the option to arrange meetings with analysts or investors, if necessary.

In addition, shareholders can access for information from the Group’s website at www.satanggroup.com. Annual General Meeting

The notice of the AGM and the annual report are sent to investors at least 21 days before the date of the meeting. The AGM is the principal form for dialogue with the shareholders. The shareholders have direct access to the Board and are encouraged to participate in the open question and answer session.

Each item of special business included in the notice of meeting is accompanied by a full explanation of the effects of the proposed resolution to facilitate full understanding and evaluation of the issues involved.

ACCOUNTABILITY AND AUDIT

The Board aims to present a balanced and understandable assessment of the Group’s operations and prospects, in presenting the annual financial statements and quarterly announcement to shareholders. The Board is assisted by the Audit Committee in scrutinising these reports.

Directors’ Responsibilities for the Financial Statements

The directors are required to, under Companies Act, 1965 prepare financial statements for each financial year which give a true and fair view of the Group’s state of affairs. In preparing the financial statements, the directors have ensured suitable accounting policies are being adopted and applied consistently, judgments and estimates are prudent and reasonable and that applicable accounting standards are being followed.

The directors have responsibility for keeping proper accounting records which disclose with reasonable accuracy the financial position of the Group and to ensure that the financial statements comply with the requirements of the Companies Act, 1965. The directors have overall responsibilities for taking such steps as are reasonably open to them to safeguard the assets of the Group to prevent and detect fraud and other irregularities.


Internal Control

The Board acknowledges its responsibility for the Group’s system of internal controls and for reviewing the effectiveness of these systems. Such systems can only provide reasonable but not absolute assurance against material misstatement or loss. It includes formal policies and operating procedures in relation to the safeguarding of assets, maintenance of proper accounting records, reliability of financial information, compliance with applicable legislation, regulation and best practices. The Board is continuously looking into the adequacy and integrity of its system of internal controls. The Group has operated under an established internal control framework which is described, and supported by the external auditors, in the Statement on Internal Control on page 28

Internal Audit

The internal auditors monitor and report on the system of internal controls. They work on a plan agreed with the Audit Committee and support the Audit Committee in discharging its duties and responsibilities, giving assurance that adequate, efficient and effective internal control systems are in place.

Additional Compliance Information

•Non-audit Fees

There were no non-audit fees paid to the external auditors by the Group and the Company during the financial year ended 30 September 2009.

•Share Buy-Back, Options, Warrants or Convertible Securities

No Share Buy-Back, Options, Warrants or Convertible Securities were implemented and/or exercised during the financial year ended 30 September 2009.

•Material Contracts

There were no material contracts entered into by the Company and/or its subsidiaries involving directors’ and major shareholders’ interests.

•Revaluation Policy on Landed Properties

There was no revaluation policy on landed properties in place during the financial year ended 30 September 2009.

•Related Party Transactions

The related party transactions for the financial year ended 30 September 2009 are set out in the financial statements.


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Audit Committee Report

The Board of Directors of Satang Holdings Berhad is pleased to present the report of the Audit Committee for the financial year ended 30 September 2009.

Audit Committee Members and Meeting Attendances

The Audit Committee comprises the following members:-

Chairman Izham bin Yusoff Senior Independent & Non-Executive Director

Members Wan Azizul bin Wan Yusoff Independent & Non-Executive Director

Syed Abdul Razak bin Syed Long Alsagoff Independent & Non-Executive Director

The Audit Committee held eight (8) meetings during the financial year ended 30 September 2009. The details of attendance of the Audit Committee members are as follows:-





The Head of Group Internal Audit, the Accountant, the Head of Group Corporate Services and the Company Secretary were also invited to attend the Audit Committee meetings.

Summary of Activities of the Audit Committee

The activities undertaken by the Audit Committee during the financial year ended 30 September 2009 included the following:-

Reviewed the quarterly and year-to-date unaudited financial results before submission to the Board for consideration 1. and approval;

Reviewed and discussed the external auditors’ audit report and management’s response thereof;2.

Reviewed the external auditors’ scope of work and audit plan for the year;3.

Reviewed the internal audit reports presented and considered the major findings of internal audit in the 4. Group’s operating subsidiaries through the review of the internal audit reports tabled and management responses thereof and ensuring significant findings are adequately addressed by Management;

Reported to the Board on its activities and significant findings and results;5.

Summary of Activities of the Internal Audit Function

The service of the Group Internal Audit Department of Satang Holdings Berhad (SHB) was engaged to undertake the internal audit function that would enable the Audit Committee to discharge its function. The activities undertaken by the Group Internal Audit Department of SHB during the financial year ended 30 September 2009 included the following:-


Reviewed the existing systems, controls and procedures of various operating units within the Group;1.

Provided recommendations to assist the various operating units and the Group in accomplishing its internal control 2. requirements by suggesting improvements to the effectiveness of such control processes;

Carried out audit assignments on its Branch Operations; Issued internal audit reports incorporating audit 3. recommendations and management’s responses in relation to any audit findings on the weaknesses in the systems and controls to the Audit Committee and the respective operations management;

Followed up with management on the implementation of the agreed audit recommendations; and4.

Internal audit plan for the year was reviewed and evaluated by the Audit Committee.5.

AUDIT COMMITTEE

TERMS OF REFERENCE

1. Composition

The Board of Directors shall elect an Audit Committee from amongst themselves (pursuant to a resolution of the •Board of Directors) comprising of not less than three (3) members where the majority of them shall be composed of independent non-executive members of the Board.The members of the Audit Committee shall elect a Chairman from amongst themselves.•All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as •Directors of the Company. Should any member of the Audit Committee cease to be a Director of the Company, his membership in the Audit Committee would cease forthwith.If the members of the Audit Committee for any reason be reduced to below three (3), the Board of Directors shall •within three (3) months of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

2. Objectives

The primary objectives of the Audit Committee are:

To provide assistance to the Board in fulfilling its fiduciary responsibilities particularly relating to business ethics, •policies and practices and financial management and control.To provide greater emphasis on the audit functions by increasing the objectivity and independence of external •and internal auditors and providing a forum for discussion that is independent of the management.To maintain through regularly scheduled meetings a direct line of communication between the Board and the •external auditors, internal auditors and financial management.

3. Duties and Responsibilities

The duties and responsibilities of the Audit Committee shall be:

To consider the appointment of the external auditors, the audit fee, and any questions of resignation or dismissal.•To discuss with the external auditors before the audit commence the nature and scope of the audit, •and ensure co-ordination where more than one audit firm is involved.To review the quarterly and annual financial statements before submission to the Board, •focusing particularly on:

i. Any changes in accounting policies and practicesii. Major judgement areasiii. Significant adjustments resulting from the auditiv. The going concern assumptionv. Compliance with accounting standardsvi. Compliance with stock exchange and legal requirements


To discuss problems and reservations arising from the interim and final audits, and any matters the auditors may •wish to discuss (in the absence of management where necessary).To review the internal audit programme, consider the major findings of internal audit investigations and •management’s response, and ensure co-ordination between the internal and external auditors.To keep under review the effectiveness of internal control systems, and in particular review the external auditors’ •management letter and management’s response.To carry out such other functions as may be agreed to by the Audit Committee and the Board of Directors.•

4. Authority

The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized •to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.The Committee is empowered by the Board to retain persons having special competence as necessary to assist •the Committee in fulfilling its responsibilities.

5. Meeting and Minutes

The Audit Committee shall hold not less than five (5) meetings a year, the quorum for each meeting shall be two •(2) members.In addition to the Committee members, the head of internal audit shall normally attend the meetings. •Representatives of the external auditors shall attend meetings where matters relating to the audit of the statutory accounts and/or the external auditors are to be discussed.Minutes of each meeting shall be kept and distributed to each member of the Committee and also to the other •members of the Board. The Committee Chairman shall report on each meeting to the Board.The Secretary to the Audit Committee shall be the Company Secretary or in his/her absence, a representative •from the Company’s Secretarial Department.

Statement on Internal Control Paragraph 15.27 of the Bursa Malaysia Securities Berhad’s Listing Requirements specified that the Board of Directors is to provide a Statement on Internal Control for the Group. The Malaysian Code of Corporate Governance stipulates that the Board of Directors of listed companies should maintain a sound system of internal control to safeguard shareholders’ investment and the Group’s assets. Board Responsibility The Board is responsible to maintain a sound system of internal controls and for reviewing its adequacy and integrity. It includes not only financial controls but operational and compliance controls. Due to the limitations inherent in an internal control system, management has affected an internal control system designed to manage rather than eliminate the risk that may impede the achievement of the Group’s business objectives. Corrective Actions

In the process of investigating the revenue and profit misstatements, the Board has gained valuable experience about the areas of weaknesses and the causes of the failure in the system of internal control. The Board has learned and benefited from this experience and is committed in its efforts to reform and reorganise the system of internal control.

The Board recognised that the reformation of the system of internal control is a major task which will take some time to complete. The Board has put in place of the following:

Reconstitution of the Audit Committee•Replacement of key personel•Training and development programmes•

The Board has reviewed the in-house internal audit function and is satisfied with the level of independence and the competence of its staffs. In order to improve the effectiveness of the internal audit function, the Board has empowered that the internal auditors to exercise more influence in determination of their scope of work and the implementation of their audit strategy.


Risk Management The function of Risk Management was included under the Audit Committee scope of reference. The Group has in place to establish and implementing a Risk Management Committee (RMC) with the primary responsibility of ensuring the effective functioning of the integrated risk management function within the Satang Group. Under this process, the RMC will assists the Board of Directors to see overall managements of all risks covering industry risk, country risk, strategic risk, financial risk, customer risk, product risk, internal processes risk, people risk and information technology risks. The Committee also will reviews and evaluates the adequacy of overall risk management policies and procedures and ensures that there is adequate risk reporting of core business activities.

Nomination and Remuneration Committee Report The Board of Directors of Satang Holdings Berhad is pleased to present the report of the Nomination and Remuneration Committee for the financial year ended 30 September 2009. Nomination and Remuneration Committee Members and Meeting Attendances The Nomination and Remuneration Committee comprises the following members:-

Chairman Syed Abdul Razak bin Syed Long Alsagoff Independent & Non-Executive Director

Members Izham bin Yusoff Senior Independent & Non-Executive Director

Wan Azizul bin Wan Yusoff Independent & Non-Executive Director

The Nomination and Remuneration Committee held four (4) meetings during the financial year ended 30 September 2009. The details of attendance of the Nomination and Remuneration Committee members are as follows:-





NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises the following members:-

TERMS OF REFERENCE

1. Composition

The Board of Directors shall elect an Nomination and Remuneration Committee from amongst themselves •(pursuant to a resolution of the Board of Directors) comprising of not less than three (3) members where the majority of them shall be composed of independent non-executive members of the Board.The members of the Nomination and Remuneration Committee shall elect a Chairman from amongst •themselves.All members of the Nomination and Remuneration Committee, including the Chairman, will hold office only so •long as they serve as Directors of the Company. Should any member of the Nomination and Remuneration Committee cease to be a Director of the Company, his membership in the Nomination and Remuneration Committee would cease forthwith.If the members of the Nomination and Remuneration Committee for any reason be reduced to below three (3), •the Board of Directors shall within three (3) months of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.


2. Duties and Responsibilities

The duties and responsibilities of the Nomination and Remuneration Committee shall be:

Set, review, recommend and advise the policy framework on all elements of the remuneration such as reward •structure, fringe benefits and other terms of employment of Executive Director and the Group Managing Director.Represent the public interest and avoid any inappropriate use of public fund when considering severance •payments for senior staff. To carry out such other functions as may be agreed to by the Nomination and Remuneration Committee and •the Board of Directors.

3. Meeting and Minutes

The Nomination and Remuneration Committee shall hold not less than five (5) meetings a year, the quorum for each •meeting shall be two (2) members.Minutes of each meeting shall be kept and distributed to each member of the Committee and also to the other •members of the Board. The Committee Chairman shall report on each meeting to the Board.The Secretary to the Nomination and Remuneration Committee shall be the Company Secretary or in his/her •absence, a representative from the Company’s Secretarial Department.

Summary of Activities of the Nomination and Remuneration Committee

The activities undertaken by the Nomination and Remuneration Committee during the financial year ended 30 September 2009 included the following:-

Reviewed the terms of reference for Board of Directors;•

Reviewed and discussed the roles and responsibilities of Chairman, Group Managing Director and Executive •Director;

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SATANG HOLDINGS BERHAD(Company No.: 633265-K) (Incorporated in Malaysia)

FINANCIAL STATEMENTS

30 SEPTEMBER 2009

Registered office:Suite 11.05B, Level 11The Gardens South TowerMid Valley CityLingkaran Syed Putra59200 Kuala Lumpur

Principle place of business:No. 29 & 31, Jalan Tiara 5Bandar Baru Klang41150 KlangSelangor Darul Ehsan


SATANG HOLDINGS BERHAD (Incorporated in Malaysia)

FINANCIAL STATEMENTS

30 SEPTEMBER 2009

Page No.

DIRECTORS’ REPORT 1 - 5

STATEMENT BY DIRECTORS 6

STATUTORY DECLARATION 7

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS

8 - 10

BALANCE SHEETS 11 - 12

INCOME STATEMENTS 13

STATEMENTS OF CHANGES IN EQUITY 14 - 15

CASH FLOW STATEMENTS 16 - 17

NOTES TO THE FINANCIAL STATEMENTS 18 - 69


SATANG HOLDINGS BERHAD(Incorporated in Malaysia)

DIRECTORS’ REPORT

The Directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 30 September 2009.

Principal Activities

The principal activity of the Company is that of investment holding.

The principal activities of the subsidiary companies and associated companies are disclosed in Note 5 and Note 6 to the financial statements.

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

Financial Results

Group Company RM RM Profit/(Loss) before taxation 595,720 (2,560,105)Taxation (260,625) (12,956)Net profit/(loss) for the financial year- Attributable to equity holders of the parent 335,095 (2,573,061)

In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature.

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

Dividend

No dividend has been paid or declared by the Company since the end of the previous financial year. The Board of Directors does not recommend any dividend in respect of the financial year under review.

Reserves and Provisions

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

Issue of Shares and Debentures

There were no issues of shares or debentures during the financial year under review.

Options Granted Over Unissued Shares

No options were granted to any person to take up unissued shares of the Company during the financial year under review.


Directors

The Directors who served since the date of the last report are as follows:

Izham Bin Yusoff Syed Abdul Razak Bin Syed Long Alsagoff Wan Azizul Bin Wan Yusoff Malim Bin Mohamed (appointed on 3.7.2009)Major (R) Jamaludin Bin Hasan (appointed on 3.7.2009)Tajudin bin Talib (appointed on 21.12.2009)Colonel (Honorary) Dato’ Jamaluddin Bin Hassan RMAF (resigned on 15.7.2009)Hakim Bin Sukirman (resigned on 11.11.2009)Othman Bin Harun (resigned on 1.7.2009)

Directors’ Interests

Details of holdings and deemed interests in the share capital and options over the shares of the Company or its related corporations by the Directors in office at the end of the financial year, according to the register required to be kept under Section 134 of the Companies Act, 1965, were as follows:

Number of ordinary shares of RM0.50 each At At 01.10.2008 Acquired Disposed 30.09.2009

Direct interest Syed Abdul Razak Bin SyedLong Alsagoff 50,000 435,000 115,000 370,000 Pascal Resources Sdn. Bhd. Indirect interest Malim Bin Mohamed - 21,481,300 - 21,481,300Major (R) Jamaludin bin Hasan - 21,481,300 - 21,481,300

By virtue of their interests in the shares of the Company, Syed Abdul Razak Bin Syed Long Alsagoff, Malim Bin Mohamed and Major (R) Jamaludin bin Hasan are deemed to have interests in the shares of all its subsidiary companies to the extent the Company has an interest.

None of the other Directors holding office at the end of the financial year had any interest in the ordinary shares of the Company or its related corporations during the financial year under review.

Directors’ Benefits

Since the end of the previous financial year, no Director of the Group and of the Company has 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 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.

Neither during nor at the end of the financial year, was the Company or its subsidiary companies a party to any arrangement the object of which is to enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Group and of the Company or any other body corporate.


Other Statutory Information

Before the income statements and balance sheets of the Group and of the Company were made out, the Directors 1. took reasonable steps:

to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance •for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

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

At the date of this report, the Directors are not aware of any circumstances which would render: 2.

the amount written off for bad debts or the allowance for doubtful debts in the financial statements of the Group •and of the Company inadequate to any substantial extent;

the values attributed to the current assets in the financial statements of the Group and of the Company •misleading;

any amount stated in the financial statements of the Group and of the Company misleading; and•

adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading •or inappropriate.

No contingent or other liabilities have become enforceable, or are likely to become enforceable within the 3. period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Company or its subsidiary companies to meet their obligations as and when they fall due.

At the date of this report, there does not exist:4.

any charge on the assets of the Company or its subsidiary companies which has arisen since the end of the •financial year which secures the liabilities of any other person; and

any contingent liability in respect of the Company or its subsidiary companies which has arisen since the end •of the financial year.

Significant Events


The significant events are disclosed in Note 35 to the financial statements.

Subsequent Events

The subsequent events are disclosed in Note 36 to the financial statements.

Auditors

The auditors, UHY Diong, have expressed their willingness to accept re-appointment.

Signed in accordance with a resolution of the Directors. MAJOR (R) JAMALUDIN BIN HASAN MALIM BIN MOHAMED KUALA LUMPUR

25 JANUARY 2010



STATEMENT BY DIRECTORSPursuant to Section 169(15) of the Companies Act, 1965

We, MAJOR (R) JAMALUDIN BIN HASAN and MALIM BIN MOHAMED, being two of the Directors of SATANG HOLDINGS BERHAD, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 11 to 69 are drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 30 September 2009 and of their financial performance and cash flows for the financial year then ended.

Signed in accordance with a resolution of the Directors. MAJOR (R) JAMALUDIN BIN HASAN MALIM BIN MOHAMED

KUALA LUMPUR25 JANUARY 2010



STATUTORY DECLARATIONPursuant to Section 169(16) of the Companies Act, 1965

I, MALIM BIN MOHAMED, being the Director primarily responsible for the financial management of SATANG HOLDINGS BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 11 to 69 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 theabovenamed MALIM BIN MOHAMED atKUALA LUMPUR in the Federal Territorythis 25 JANUARY 2010

MALIM BIN MOHAMED

Before me,

W 550 ARSHAD ABDULLAH

COMMISSIONER FOR OATHS


Independent Auditors’ Report to the Members of Satang Holdings Berhad(Company No: 633265-K)(Incorporated in Malaysia)

Report on the Financial Statements

We have audited the financial statements of Satang Holdings Berhad, which comprise the balance sheets as at 30 September 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 11 to 69.

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

Auditors’ Responsibility• Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, 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 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 purpose of expressing an opinion on the effectiveness of the Company’s 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 Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 30 September 2009 and of their financial performance and cash flows for the financial year then ended.

Emphasis of matter

Pursuant to the Amended Practice Note No. 17/2005 (“PN17”) and Paragraph 8.14C of the Listing Requirements of Bursa Malaysia Securities Berhad, the Group has triggered the PN17 criteria’s and is therefore classified under PN17. The Company has submitted a regularisation plan on 16 November 2009 to Bursa Malaysia Securities Berhad (“Bursa Securities”) and is currently pending for Bursa Securities’ approval. Given that preparation of the financial statements of the Group and of the Company on a going concern basis is significantly dependant on the outcome of the Group’s regularisation plan, we consider that this disclosure should be drawn to your attention.


Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the followings:

In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company •and its subsidiary companies of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company’s •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.

The audit reports on the financial statements of the subsidiary companies 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.

UHY DIONGFirm Number: AF 1411Chartered Accountants

TEE GUAN PIANApproved Number: 1886/05/10 (J/PH)Chartered Accountant

KUALA LUMPUR25 JANUARY 2010



BALANCE SHEETS AS AT 30 SEPTEMBER 2009

Non-Current Assets

Property, plant and equipmentInvestment propertyInvestment in subsidiary companiesInvestment in associated companiesOther investmentAmount owing by subsidiary companiesAmount owing by associated companyGoodwill on consolidation

Current Assets

InventoriesTrade receivablesOther receivablesTax recoverableMarketable securitiesFixed deposits with licensed banksCash and bank balances

Total Assets

Note

345

6

78

9

10

111213

1415

2009RM

20,136,221--

159,601

50,000-

12,447

-

20,358,269

1,142,35921,888,0832,516,7485,070,623

1,8951,874,324

266,415

32,760,447

53,118,716

2008RM

17,977,222--

159,601

30,000-

11,002

-

18,177,825

1,248,10621,605,4244,636,6905,161,337

1,8683,615,710

293,637

36,562,772

54,740,597

2009RM

16,070,553-

3,575,000

1

-13,437,349

-

-

33,082,903

--

145,262---

83,200

228,462

33,311,365

2008RM

12,424,718-

3,575,000

1

-16,090,319

-

-

32,090,038

--

105,44714,354

-76,020

33,942

229,763

32,319,801

Group Company



BALANCE SHEETS AS AT 30 SEPTEMBER 2009 (CONT’D)

Equity

Share capitalShare premiumRevaluation reservesAccumulated lossesTotal Equity

Non-Current Liabilities

Hire purchase payablesBank borrowingsDeferred tax liabilities

Current Liabilities

Amount owing to customer on contractsTrade payablesOther payablesAmount owing to subsidiary companiesHire purchase payablesBank borrowings Tax payable

Total LiabilitiesTotal Equity and Liabilities

Note

16

17

181920

212223

81819

2009RM

40,000,0003,076,1963,676,600

(25,185,248)21,567,548

540,1653,271,765

-3,811,930

89,11611,947,3345,816,647

-

319,1789,137,825

429,13827,739,23831,551,16853,118,716

2008RM

40,000,0003,076,196

175,033(25,520,343)17,730,886

1,175,1423,701,173

8,0004,884,315

2,11615,524,5202,324,396

-

386,03013,637,107

251,22732,125,39637,009,71154,740,597

2009RM

40,000,0003,076,1963,501,567

(18,332,459)28,245,304

-3,271,765

-3,271,765

--

1,066,65468,130

-459,512200,000

1,794,2965,066,061

33,311,365

2008RM

40,000,0003,076,196

-(15,759,398)27,316,798

-3,701,173

1,3983,702,571

--

793,52365,877

-241,032200,000

1,300,4325,003,003

32,319,801

Group Company



INCOME STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009

Revenue

Cost of sales

Gross profit

Other operating income

Administration expenses

Finance costs

Profit/(Loss) before taxation

Taxation

Net profit/(loss) for the financial year

Net profit/(loss) for the financial year attributable to:Equity holders of the parentMinority shareholders’ interests

Earnings/(Loss) per share attributable to equity holders of the parent (sen) : Basic

Note

24

25

26

27

28

2009RM

45,863,879

(28,712,470)

17,151,409

1,177,298

(15,221,983)

(2,511,004)

595,720

(260,625)

335,095

335,095-

335,095

0.42

2008RM

56,035,132

(39,443,093)

16,592,039

286,927

(32,493,630)

(2,555,036)

(18,169,700)

1,473,589

(16,696,111)

(16,647,111)(49,000)

(16,696,111)

(20.81)

2009RM

-

-

-

3,203,075

(5,510,686)

(252,494)

(2,560,105)

(12,956)

(2,573,061)

2008RM

-

-

-

8,348,395

(23,755,657)

(267,597)

(15,674,859)

(187,044)

(15,861,903)

Group Company


SA

TAN

G H

OLD

ING

S B

ER

HA

D(In

corp

orat

ed in

Mal

aysi

a)

STA

TE

ME

NT

S O

F C

HA

NG

ES

IN E

QU

ITY

FOR

TH

E F

INA

NC

IAL

YE

AR

EN

DE

D 3

0 S

EP

TE

MB

ER

200

9

Gro

up

At 1

Oct

ober

200

7 -

As

prev

ious

ly s

tate

d-

Effe

ct o

f ado

ptin

g FR

S 3

- A

s re

stat

ed

Dis

posa

l of i

nves

tmen

t p

rope

rty

Net

loss

for

the

finan

cial

y

ear

At 3

0 S

epte

mbe

r 20

08

At 1

Oct

ober

200

8

Sur

plus

aris

ing

from

r

eval

uatio

n of

free

hold

i

ndus

tria

l lan

d

Net

pro

fit fo

r th

e fin

anci

al

yea

r

At 3

0 S

epte

mbe

r 20

09

Sha

reC

apit

alR

M

40,0

00,0

00-

40,0

00,0

00

- -

40,0

00,0

00

40,0

00,0

00

- -

40,0

00,0

00

Sha

reP

rem

ium

RM

3,07

6,19

6 -3,

076,

196 - -

3,07

6,19

6

3,07

6,19

6 - -

3,07

6,19

6

Rev

alua

tio

n R

eser

ve RM

819,

077 -

819,

077

(644

,044

) -

175,

033

175,

033

3,50

1,56

7 -

3,67

6,60

0

Res

erve

on

Co

nso

lidat

ion

RM

2,90

4,42

0(2

,904

,420

) - - - - - - - -

Acc

umul

ated

Lo

sses RM

(12,

421,

696)

2,90

4,42

0(9

,517

,276

)

644,

044

(16,

647,

111)

(25,

520,

343)

(25,

520,

343) -

335,

095

(25,

185,

248)

Tota

lR

M

34,3

77,9

97-

34,3

77,9

97

-

(16,

647,

111)

17,7

30,8

86

17,7

30,8

86

3,50

1,56

7

335,

095

21,5

67,5

48

Min

ori

ty

Sha

reho

lder

s’

Inte

rest

sR

M

49,0

00-

49,0

00

-

(49,

000) - - - - -

Tota

lE

qui

tyR

M

34,4

26,9

97-

34,4

26,9

97

-

(16,

696,

111)

17,7

30,8

86

17,7

30,8

86

3,50

1,56

7

335,

095

21,5

67,5

48

Att

rib

utab

le t

o E

qui

ty H

old

ers

of

the

Par

ent

No

n D

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able


SA

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S B

ER

HA

D(In

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Mal

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STA

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IN E

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FOR

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AR

EN

DE

D 3

0 S

EP

TE

MB

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200

9

Co

mp

any

At 1

Oct

ober

200

7

Net

loss

for

the

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cial

yea

r

At 3

0 S

epte

mbe

r 20

08

At 1

Oct

ober

200

8

Sur

plus

aris

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from

reva

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of

fre

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d in

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rial l

and

Net

loss

for

the

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yea

r

At 3

0 S

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mbe

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09

Sha

reC

apit

alR

M

40,0

00,0

00

-

40,0

00,0

00

40,0

00,0

00

- -

40,0

00,0

00

Sha

reP

rem

ium

RM

3,07

6,19

6 -

3,07

6,19

6

3,07

6,19

6 - -

3,07

6,19

6

Rev

alua

tio

n R

eser

ve RM - - - -

3,50

1,56

7 -

3,50

1,56

7

Acc

umul

ated

Lo

sses RM

102,

505

(15,

861,

903)

(15,

759,

398)

(15,

759,

398) -

(2,5

73,0

61)

(18,

332,

459)

Tota

lR

M

43,1

78,7

01

(15,

861,

903)

27,3

16,7

98

27,3

16,7

98

3,50

1,56

7

(2,5

73,0

61)

28,2

45,3

04

No

n D

istr

ibut

able



CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009

Cash Flows From Operating Activities Profit/(Loss) before taxation Adjustments for:

Allowance for diminution in value for investment in a subsidiary companyAllowance for diminution in value for investment in a associated companyAllowance for doubtful debtsBad debts written offDepreciation of property, plant and equipment Gain on disposal of property, plant and equipmentInterest expenseInterest incomeInventories written offImpairment of goodwill arising on consolidationLoss on disposal of investment property

Operating profit/(loss) before working capital changes

Decrease/(Increase) in working capitalAmount owing to customer on contractInventoriesTrade and other receivablesTrade and other payablesAmount owing by/to subsidiary companiesAmount owing by related parties

Cash generated from/(used in) operations

2009RM

595,720

-

-950,725

-

1,172,012

21,4292,511,004(456,876)

-

-

-

4,794,014

87,000105,747885,113(84,935)

--

992,925

5,786,939

2008RM

(18,169,700)

-

29,9996,690,5191,441,773

1,635,915

(6,914)2,555,036(143,157)

1,241,662

210,289

120,410

(4,394,168)

2,116(428,222)

7,318,48511,014,781

-1,184,986

19,092,146

14,697,978

2009RM

(2,560,105)

-

---

7,160

-252,494

(814)-

-

-

(2,301,265)

--

(39,815)273,131

2,655,223-

2,888,539

587,274

2008RM

(15,674,859)

17,000,000

29,999--

3,351

-267,597

(162,647)-

-

-

1,463,441

-

(92,967)686,648

(2,268,128)-

(1,674,447)

(211,006)

Group Company


Interest received Interest paid Tax paid

Net cash from operating activities

Cash Flows From Investing Activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Proceeds from disposal of investment property Purchase of other investment Purchase of marketable securitiesNet cash from/(used in) investing

activities

Cash Flows From Financing ActivitiesDrawdown of bank borrowingsRepayment of bank borrowingsRepayment of hire purchase payablesIncreased in fixed deposits pledgedto licensed banks

Net cash from/(used in) financing activities

Net increase/(decrease) in cash and cash equivalentsCash and cash equivalents at beginning of the financial yearCash and cash equivalents at end of the financial year

Cash and cash equivalents at end of thefinancial year comprises:Fixed deposits with licensed banksCash and bank balances Bank overdrafts

Less: Fixed deposits pledged with licensed banks

2009RM

456,876(2,511,004)

-(2,054,128)3,732,811

(303,130)

452,257

-(20,000)

(27)

129,100

3,507,213(268,285)(701,829)

1,665,3664,202,465

8,064,376

(9,081,383)

(1,017,007)

1,874,324266,415

(1,283,422)857,317

(1,874,324)(1,017,007)

2008RM

143,157(2,555,036)(1,913,007)(4,324,886)10,373,092

(1,912,390)

20,000

1,669,590(7,000)

(46)

(229,846)

1,641,509(20,444,989)

(362,688)

3,829,334(15,336,834)

(5,193,588)

(3,887,795)

(9,081,383)

3,615,710293,637

(9,451,040)(5,541,693)

(3,539,690)(9,081,383)

2009RM

814(252,494)

-(251,680)335,594

(151,428)

-

---

(151,428)

-(210,928)

-

-(210,928)

(26,762)

109,962

83,200

-83,200

-83,200

-83,200

2008RM

2,831(267,597)

-(264,766)(475,772)

(32,096)

-

---

(32,096)

-(37,396)

-

-(37,396)

(545,264)

655,226

109,962

76,02033,942

-109,962

-109,962

Group Company



NOTES TO THE FINANCIAL STATEMENTS

Corporate Information1.

The principal activity of the Company is that of investment holding.

The principal activities of the subsidiary companies and associated companies are disclosed in Note 5 and Note 6 to the financial statements.

The Company is a public limited liability company, incorporated under the Companies Act, 1965 and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad.

The registered office of the Company is located at Suite 11.05B, Level 11, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur.

The principal place of business of the Company is located at No 29 & 31, Jalan Tiara 5, Bandar Baru Klang, 41150 Klang, Selangor Darul Ehsan.

2. Basis of Preparation and Significant Accounting Policies (a) Basis of accounting

The financial statements of the Group and of the Company have been prepared on the historical cost convention except as disclosed in the notes to the financial statements and in compliance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia.

Pursuant to the Amended Practice Note No. 17/2005 (“PN17”) and Paragraph 8.14C of the Listing Requirements of Bursa Malaysia Securities Berhad, the Group has triggered the PN17 criteria’s and is therefore classified under PN17. The Company has submitted a regularisation plan on 16 November 2009 to Bursa Malaysia Securities Berhad (“Bursa Securities”) and is currently pending for Bursa Securities’ approval.

The Group and the Company have not early adopted the following new FRSs, revised FRSs, Issues Committee (‘IC”) Interpretations, amendments to FRSs and IC Interpretations, which have been issued as at the date of authorisation of these financial statements and will be effective for the financial periods as stated below:

FRS 8FRS 4FRS 7FRS 101FRS 123FRS 139

Amendments to FRS 2Amendments to FRS 132IC Interpretation 9

Operating SegmentsInsurance ContractsFinancial Instruments: DisclosuresPresentation of Financial StatementsBorrowing CostsFinancial Instruments: Recognition and MeasurementShare-based Payment-Vesting Conditions and Cancellations

Financial Instruments: PresentationReassessment of Embedded Derivatives

Effective date for financial periods

beginning on or after

1 July 20091 January 20101 January 20101 January 20101 January 2010

1 January 2010

1 January 2010

1 January 2010

1 January 2010


IC Interpretation 10


IC Interpretation 13IC Interpretation 14

FRS 1

FRS 3FRS 127

Amendments to FRS 2Amendments to FRS 5Amendments to FRS 138IC Interpretation 12IC Interpretation 15



Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives

Amendments to FRS1, First-time Adoption Financial Reporting Standards and FRS 127, Consolidated and Separate Financial Statements - Cost of an investment in a subsidiary, Jointly Controlled Entity or Associate Amendments to FRS 139, Financial Instruments: Recognition and Measurement, FRS 7, Financial Instruments: Disclosures and IC Interpretation 9, Reassessment of Embedded Derivatives Amendments to FRSs contained in the document entitled “Improvements to FRSs (2009)”

1 January 2010

1 January 2010

1 January 2010

Interim Financial Reporting and ImpairmentFRS 2 - Group and Treasury Share TransactionsCustomer Loyalty ProgrammesFRS 119 - The Limit on a defined Benefit Asset, Minimum Funding Requirements and their Interaction

First-time Adoption of Financial Reporting StandardsBusiness CombinationsConsolidated & Separate Financial StatementsShare-based Payment

Non-current Assets Held for Sale and Discontinued OperationsIntangible Assets

Service Concession ArrangementsAgreements for Construction of Real EstateHedges of a Net Investment in a Foreign OperationDistributions of Non-cash Assets to Owners

Effective date for financial periods

beginning on or after

1 January 2010

1 January 20101 January 20101 January 2010

1 July 2010

1 July 20101 July 2010

1 July 2010

1 July 2010

1 July 2010

1 July 20101 July 2010

1 July 2010

1 July 2010

1 July 2010

The initial applications of the above applicable new FRSs, revised FRSs, IC Interpretations, amendments to FRSs and IC Interpretations is not expected to have any material impact on the financial statements of the Group and the Company, except as discussed below:

The Group and the Company have assessed those standards and interpretations issued which are applicable to the Group and the Company as follows:

(i) FRS 8 Operating Segments

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


(b) Functional and presentation currency

These financial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional currency.

(c) Significant accounting estimates and judgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements. They affect the application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

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

(i) Depreciation of property, plant and equipment

The costs of property, plant and equipment of the Group and of the Company are depreciated on a straight-line basis over the useful lives of the assets. Management estimates the useful lives of the property, plant and equipment as disclosed in Note 2(e)(iv). These are common life expectancies applied in the industry. Changes in the expected level of usage and technological developments could have impact on the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. The carrying amounts of the Group’s and of the Company’s property, plant and equipment at 30 September 2009 are disclosed in Note 3 to the financial statements.

(ii) FRS 7 Financial Instruments: Disclosures

This new standard requires disclosures in financial statements that enable users to evaluate the significance of financial instruments for the entity’s financial position and performance, and the nature and extent of risks arising from financial instruments to which an entity is exposed and how these risks are managed. This standard requires both qualitative disclosures describing management’s objectives, policies and processes for managing those risks, and quantitative disclosures providing information about the extent to which an entity is exposed to risk, based on information provided internally to the entity’s key management personnel.

(iii) FRS 123 Borrowing Costs

This new standard removes the option of immediately recognising as an expense borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset. However, capitalisation of borrowing costs is not required for assets measured at fair value, and inventories that are manufactured or produced in large quantities on a repetitive basis, even if they take a substantial period of time to get ready for use or sale.

(iv) FRS 139 Financial Instruments: Recognition and Measurement

This new standard establishes the principles for the recognition, derecognition and measurement of an entity’s financial instruments and for hedge accounting. The impact of applying FRS 139 on the financial statements upon first adoption of this standard as required by paragraph 30(b) of FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors is not required to be disclosed by virtue of exemptions provided under paragraph 103AB of FRS 139.

The Group and the Company has applied the transitional provisions in FRS 7 and FRS 139 which exempt entities from disclosing the possible impact arising from initial application of the respective standards on the financial statements of the Group and the Company.


(ii) Estimation of fair value of properties

In the absence of current prices in an active market for similar properties, the Group considers information from a variety of sources, including:

current prices in an active market for properties of a different nature, condition or location, adjusted •to reflect those differences; orrecent prices of similar properties based on less active market, with adjustments to reflect •any changes in economic conditions since the date of the transactions that occurred at those prices.

(iii) Depreciation of investment properties

The costs of investment properties of the Group are depreciated on a straight basis over the useful lives of the assets. Management estimates the useful lives of the investment properties as stated in Note 2(f). These are common life expectancies applied in the industry. Changes in the expected level of usage and technological developments could have impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. The carrying amount of the Group’s investment property as at 30 September 2009 is disclosed in Note 4 to the financial statements.

(iv) Impairment of investment in associated companies

The carrying values of investment in associated companies and the related goodwill are reviewed for impairment in accordance with FRS 128, Investments in Associates.

In the determination of the value in use of the investment, the Group is required to estimate the expected cash flows to be generated by the associated company and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of the Group’s investment in associated companies as at 30 September is disclosed in Note 6 to the financial statements.

(v) Impairment of goodwill arising on consolidation

The Group determines whether goodwill is impaired at least on an annual basis, in accordance with the accounting policy disclosed in Note 2(h). This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of the Group’s goodwill on consolidation at 30 September 2009 is disclosed in Note 10 to the financial statements.

(vi) Construction costs

The Group recognises construction revenue and expenses in the income statement by using the stage of completion method. The stage of completion is determined by the proportion that construction costs incurred for work performed to date bear to the estimated total construction costs. Significant judgement is required in determining the stage of completion, the extent of the property development costs incurred the estimated total construction revenue and costs, as well as the recoverability of the construction projects. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists. The carrying amount of the Group’s construction costs as at 30 September 2009 is disclosed in Note 21 to the financial statements.

(vii) Income taxes

The Group has exposure to income taxes in numerous jurisdictions. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. Significant judgement is involved especially in determining tax base allowances and deductibility of certain expenses in determining the Group-wide provision for income taxes. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially


recognised, such differences will have impact on the income tax and deferred tax provisions in the period in which such determination is made.

(d) Basis of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiary companies and its associated companies from the date that control effectively commences until the date that control ceases through equity accounting, which are made up to the end of the financial year.

(i) Subsidiary companies

Subsidiary companies are those companies in which the Group has long term equity interest and has the power, directly or indirectly to govern the financial and operating policies so as to obtain benefits from its activities, generally accompanying a shareholding of more than one half of the voting rights.

The purchase method of accounting is used to account for the acquisition of subsidiary companies. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. The difference between the acquisition cost and the fair values of the subsidiary companies’ net assets is reflected as goodwill or reserve on consolidation as appropriate. The accounting policy on goodwill on acquisition of subsidiary companies is disclosed in Note 2(h). Reserve on consolidation is recognised immediately in income statements.

Intra-group balance, and any unrealissed income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the Group’s share of its net assets together with any unimpaired balance of goodwill which were not previously recognised in the consolidated income statement.

Minority interest is measured at the minorities’ share of the fair value of identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are attributed to the equity holders of the Company.

(ii) Associated companies

Associated companies are entities over which the Group has significant influence, but not control, generally accompanying a shareholding of between and including 20% and 50% of the voting rights. Investments in associated companies are accounted for using the equity method of accounting. Investments in associated companies include goodwill identified on acquisition, net of any accumulated impairment loss in accordance with Note 2(i).

Equity accounting involves recording investments in associated companies initially at cost, and recognising the Group’s share of its associated companies’ post-acquisition results and its share of post-acquisition movements in reserves against the carrying amount of the investments.

When the Group’s share of losses in an associated company equals or exceeds its interest in the associated company, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associated company.

(iii) Changes in Group composition

Where a subsidiary issues new equity shares to minority shareholders for cash consideration and the issue price has been established at fair value, the reduction in the Group’s interests in the subsidiary is accounted for as a disposal of equity interest with the corresponding gain or loss recognised in the income statement.


When a group purchases a subsidiary’s equity shares from minority shareholders for cash consideration and the purchase price has been established at fair value, the accretion of the Group’s interests in the subsidiary is accounted for as a purchase of equity interest for which the acquisition accounting method of accounting is applied.

The Group treats all other changes in group composition as equity transactions between the Group and its minority shareholders. Any difference between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves.

(iv) Transaction costs

Costs directly attributable to an acquisition are included as part of the cost of acquisition.

(e) Property, plant and equipment

(i) Recognition and measurement

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The policy of recognition and measurement of impairment losses is in accordance with Note 2(i).

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date. The fair value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of other items of plant and equipment is based on the quoted market prices for similar items.

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

(ii) Reclassification to investment property

Property that is being constructed for future use as investment property is accounted for as property, plant and equipment until construction or development is complete, at which time it is reclassified as investment property and accounted for in accordance with Note 2(f).

When the use of a property changes from owner-occupied to investment property, the property is reclassified as investment property and accounted for in accordance with Note 2(f).

(iii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred.


(iv) Depreciation

Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives of property, plant and equipment. Leasehold factory is depreciated over the remaining lease period. Freehold industrial land is not depreciated. Building under construction is not depreciated until the asset is ready for its intended use.

The estimated useful lives for the current and comparative periods are as follows:

Furniture and fittings 5 - 10 yearsOffice equipment 5 - 10 yearsTools and equipment 5 - 10 yearsMotor vehicles 5 yearsRenovation 5 yearsComputers 3 - 5 years

The depreciable amount is determined after deducting the residual value.

Depreciation methods, useful lives and residual values are reassessed at each financial year end.

Upon disposal of an asset, the difference between the net disposal proceeds and the carrying amount of the assets is charged or credited to the income statement. On disposal of a revalued asset, the attributable revaluation surplus remaining in the revaluation reserve is transferred to distribution reserve.

(f) Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value with any change therein recognised in income statement. Fair value is arrived at by reference to market evidence of transaction prices for similar properties and is performed by registered independent valuers having an appropriate recognised professional qualification and recent experience in the location and category of the properties being valued.

Gains or losses arising from changes in the fair values of investment properties are recognised in profit or loss in the year in which they arise.

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

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

When an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in the income statements. Upon disposal of the investment property, any surplus previously recorded in equity is transferred to retained earnings, the transfer is not made through the income statement.

When an item of inventory or property development is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to the transfer and its fair value is recognised in the income statement.


(g) Other investments

Other investments are long term investments stated at cost and allowance is made where, in the opinion of the Directors, there is a permanent diminution in value. Permanent diminution in the value of investment is recognised as an expense in the financial year in which the diminution is identified.

On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is charged or credited to the income statement.

(h) Goodwill on consolidation

Goodwill or reserve arising on consolidation represents the difference between the cost of the acquisition over the fair value of the net identifiable assets of subsidiary companies acquired at the date of acquisition. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

Following the initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment annually or more frequent when there is objective evidence that the carrying value may be impaired, in accordance with Note 2(i).

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

(i) Impairment of assets

The carrying amounts of assets are reviewed at each reporting date to determine whether there is any indication of impairment.

If any such indication exists then the asset’s recoverable amount is estimated. The recoverable amount is estimated at each reporting date or more frequently when indications of impairment are identified.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount unless the asset is carried at a revalued amount, in which case the impairment loss is recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does not exceed the amount in the revaluation surplus for that same asset. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses are recognised in the income statement in the period in which it arises.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the unit (groups of units) and then to reduce the carrying amount of the other assets in the unit (groups of units) on a pro-rata basis.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

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


(j) Investment in subsidiary companies and associated companies

Investment in subsidiary companies and associated companies are stated at cost less accumulated impairment losses. The policy of the recognition and measurement of impairment losses is in accordance with Note 2(i).

On disposal of such investments, the difference between net disposal proceeds and their carrying amount is recognised in the income statement.

(k) Inventories

Inventories are valued at the lower of cost and net realisable value after adequate allowance has been made for all deteriorated, damaged, obsolete or slow-moving inventories.

Cost is determined using the first in, first out method. The cost of raw materials comprises the original cost of purchase plus the cost of bringing the stocks to its present location and condition.

Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses.

(l) Trade and other receivables

Trade and other receivables are initially recognised at their cost when the contractual right to receive cash or another financial asset from another entity is established.

Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts. Doubtful debts are provided based on specific review of the receivables. Bad debts are written off when identified.

(m) Related parties

Parties are considered to be related if one party has the ability to control the other party exercise significant influence over the other party, to the extent that it prevents the other party from fully pursuing its own separate interest, in making financial and operating decisions.

(n) Marketable securities

Marketable securities comprise quoted unit trusts in Malaysia. Marketable securities are carried at the lower of cost and market value, determined on an aggregate portfolio basis by category of investment. Cost is derived using the weighted average basis. Market value is calculated by reference to stock exchange quoted selling prices at the close of business on the balance sheet date. Increases or decreases in the carrying amount of marketable securities are credited or charged to the income statements. On disposal of marketable securities, the difference between net disposal proceeds and the carrying amount is recognised in the income statements.

(o) Cash and cash equivalents

Cash and cash equivalents consist of cash in hand, bank balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents are presented net of bank overdrafts and pledged deposits, if any.

(p) Construction contracts

Construction contracts are stated at cost plus attributable profits less applicable progress billings and allowances for foreseeable losses, if any.

When the outcome of a construction contract can be estimated reliably, contract revenue and contract cost are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activities at the balance sheet date. The stage of completion is determined by the surveys of work performed and completion of a physical proportion of the contract work.


When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that it is probable will be recoverable and contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

The aggregate of the costs incurred and the profit/loss recognised on each contract is compared against the progress billings up to the period end. Where costs incurred and recognised profits (less recognised losses) exceed progress billings, the balance is shown as amount owing by customers on contracts. Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as amount owing to customers on contracts.

(q) Trade and other payables

Trade and other payables are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether billed or unbilled.

(r) Provisions for liabilities

Provisions for liabilities are recognised when the Group and the Company have a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

(s) Lease and hire purchase

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. All other leases are treated as operating leases.

Assets acquired by way of hire purchase are stated at an amount equal to the lower of their fair values and the present value of the minimum hire purchase payments at the inception of the hire purchase, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as liabilities. In calculating the present value of the minimum hire purchase payments, the discount factor used is the interest rate implicit in the hire purchase, when it is practical to determine; otherwise, the Company’s incremental borrowing rate is used. Hire purchase payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total hire purchase commitments and the fair value of the assets acquired, are recognised as an expense in the income statement over the term of the relevant hire purchase so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for hire purchase assets is consistent with that for depreciable property, plant and equipment which are owned. Lease rental under operating lease is charged to the income statement on a straight line basis over the term of the relevant lease.

(t) Borrowings

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


(u) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

When the borrowings are made specifically for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of funds drawdown from that borrowing facility.

When the borrowings are made generally, and used for the purpose of obtaining a qualifying asset, the borrowing costs eligible for capitalisation are determined by applying a capitalisation rate which is the weighted of the borrowing costs applicable to the Group’s and the Company’s borrowings that are outstanding during the financial year, other than borrowings made specifically for the purpose of acquiring another qualifying asset.

Borrowing costs which are not eligible for capitalisation are recognised as an expense in the income statement in the period in which they are incurred.

(v) Foreign currencies

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

Non-monetary items initially denominated in foreign currencies, which are carried at historical cost are translated using historical rate as of the date of acquisition and non-monetary items which are carried at fair value are translated using the exchange rate that existed when the values were determined.

The closing exchange rates used for each unit of the main foreign currency in the Group is:

2009 2008 RM RM 1 US Dollar 3.4745 3.45751 Sterling Pound 5.5679 6.22541 Euro Dollar 5.0799 4.96361 Hong Kong Dollar 0.4483 0.44521 Swiss Franc 3.3611 3.15751 Australian Dollar 3.0546 2.76441 Swedish Krona 0.4953 0.49501000 Indonesian Rupiah 0.0359 0.0367

(w) Revenue recognition

(i) Goods sold and services rendered

Revenue from sales of goods and services is recognised when significant risk and rewards have been transferred to the buyer or performance of services, net of discounts.

(ii) Construction contracts

Revenue from work done on construction contracts is recognised based on the percentage of completion method. The stage of completion is determined by the surveys of work performed and completion of a physical proportion of the contract work. Allowance for foreseeable losses is made in the financial statements when such losses can be determined.


(iii) Rental income and interest income

Rental income and interest income are recognised on an accrual basis.

(iv) Dividend income

Dividend income is recognised when the shareholder’s right to receive payment is established.

(x) Income taxes

Income tax on the profit or loss for the financial year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using the tax rates that have been enacted at the balance sheet date. Deferred tax is recognised on the liability method for all temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base at the balance sheet date. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax asset and liability is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted by the balance sheet date. The carrying amount of a deferred tax asset is reviewed at each balance sheet date and is reduced to the extent that it becomes probable that sufficient future taxable profit will be available.

Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

(y) Employee benefits

(i) Short term employee benefits

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

The expected cost of accumulating compensated absences is measured as additional amount expected to be paid as a result of the unused entitlement that has accumulated at the balance sheet date.

(ii) Defined contribution plans

As required by law, companies in Malaysia make contributions to the Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the income statement as incurred.

(z) Financial instruments

Financial instruments carried on the balance sheet include cash and bank balances, deposits, other investments, receivables, payables and borrowings. Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends and gains and losses relating to a financial instrument classified as a liability,


are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group and the Company has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

The particular recognition method adopted for financial instruments recognised on the balance sheet is disclosed in the individual accounting policy statements associated with each item.


3. P

rop

erty

, Pla

nt a

nd E

qui

pm

ent

Gro

up

2009

At

cost

/val

uatio

n

At 1

Oct

ober

200

8

Add

ition

s

Rev

alua

tion

Dis

posa

ls

At 3

0 S

epte

mbe

r 20

09

Acc

umul

ated

dep

reci

atio

n

At 1

Oct

ober

200

8

Cha

rge

for

the

fina

ncia

l yea

r

Dis

posa

ls

At 3

0 S

epte

mbe

r 20

09

Acc

umul

ated

imp

airm

ent

loss

es

At 1

Oct

ober

200

8

Rev

ersa

l of i

mpa

irmen

t

loss

At 3

0 S

epte

mbe

r 20

09

Car

ryin

g a

mo

unt

At 3

0 S

epte

mbe

r 20

09

Leas

eho

ld

fact

ory

RM

750,

000 - - -

750,

000

8,82

4

8,82

3 -

17,6

47

- - -

732,

353

Free

hold

ind

ustr

ial

land RM

12,6

37,2

33

-

2,36

2,76

7 -

15,0

00,0

00

- - - -

1,13

8,80

0

(1,1

38,8

00) -

15,0

00,0

00

Bui

ldin

g

und

er

cons

truc

tio

n

RM

905,

010

144,

000 - -

1,04

9,01

0 - - - - - - -

1,04

9,01

0

Furn

itur

e

and

fitt

ing

s

RM

530,

434 - - -

530,

434

349,

918

34,7

58

-

384,

676 - - -

145,

758

Offi

ce

equi

pm

ent

RM

839,

762

3,42

1 - -

843,

183

546,

071

56,6

03

-

602,

674 - - -

240,

509

Too

ls a

nd

equi

pm

ent

RM

1,09

0,17

3

40,3

88

- -

1,13

0,56

1

497,

206

62,1

86

-

559,

392 - - -

571,

169

Mo

tor

vehi

cles RM

3,97

7,60

3 - -

(983

,961

)

2,99

3,64

2

2,10

8,54

3

572,

650

(511

,671

)

2,16

9,52

2 - - -

824,

120

Ren

ova

tio

n

RM

2,15

3,03

6

42,5

94

- -

2,19

5,63

0

702,

264

203,

869 -

906,

133 - - -

1,28

9,49

7

Co

mp

uter

s

RM

1,89

6,96

8

72,7

27

-

(4,9

00)

1,96

4,79

5

1,45

1,37

1

233,

123

(3,5

04)

1,68

0,99

0 - - -

283,

805

Tota

l

RM

24,7

80,2

19

303,

130

2,36

2,76

7

(988

,861

)

26,4

57,2

55

5,66

4,19

7

1,17

2,01

2

(515

,175

)

6,32

1,03

4

1,13

8,80

0

(1,1

38,8

00) -

20,1

36,2

21

At

Valu

atio

nA

t C

ost


Gro

up

2009

At

cost

/val

uatio

n

At 1

Oct

ober

200

8

Add

ition

s

Rev

alua

tion

Dis

posa

ls

At 3

0 S

epte

mbe

r 20

09

Acc

umul

ated

dep

reci

atio

n

At 1

Oct

ober

200

8

Cha

rge

for

the

fina

ncia

l yea

r

Dis

posa

ls

At 3

0 S

epte

mbe

r 20

09

Acc

umul

ated

imp

airm

ent

loss

es

At 1

Oct

ober

200

8

Rev

ersa

l of i

mpa

irmen

t

loss

At 3

0 S

epte

mbe

r 20

09

Car

ryin

g a

mo

unt

At 3

0 S

epte

mbe

r 20

09

3. P

rop

erty

, Pla

nt a

nd E

qui

pm

ent

(Co

nt’d

)

Gro

up

2009

At

cost

/val

uatio

n

At 1

Oct

ober

200

7

Rec

lass

ifica

tions

Add

ition

s

Dis

posa

ls

At 3

0 S

epte

mbe

r 20

08

Acc

umul

ated

dep

reci

atio

n

At 1

Oct

ober

200

7

Rec

lass

ifica

tions

Cha

rge

for

the

fina

ncia

l yea

r

Dis

posa

ls

At 3

0 S

epte

mbe

r 20

08

Acc

umul

ated

imp

airm

ent

loss

es

At 1

Oct

ober

200

7/

30

Sep

tem

ber

2008

Car

ryin

g a

mo

unt

At 3

0 S

epte

mbe

r 20

08

Leas

eho

ld

fact

ory

RM

750,

000 - - -

750,

000 - -

8,82

4 -

8,82

4 -

741,

176

Free

hold

ind

ustr

ial

land RM

12,6

37,2

33

- - -

12,6

37,2

33

- - - - -

1,13

8,80

0

11,4

98,4

33

Bui

ldin

g

und

er

cons

truc

tio

n

RM

897,

540 -

7,47

0 -

905,

010 - - - - - -

905,

010

Furn

itur

e

and

fitt

ing

s

RM

552,

721 -

32,1

43

(54,

430)

530,

434

338,

904 -

42,3

72

(31,

358)

349,

918 -

180,

516

Offi

ce

equi

pm

ent

RM

897,

092

(55,

548)

46,5

28

(48,

310)

839,

762

581,

647

(54,

026)

51,9

63

(33,

513)

546,

071 -

293,

691

Too

ls a

nd

equi

pm

ent

RM

1,08

7,31

1

55,5

48

274,

201

(326

,887

)

1,09

0,17

3

424,

886

54,0

26

172,

971

(154

,677

)

497,

206 -

592,

967

Mo

tor

vehi

cles RM

3,98

4,20

0 -

58,8

33

(65,

430)

3,97

7,60

3

1,41

2,11

6 -

748,

773

(52,

346)

2,10

8,54

3 -

1,86

9,06

0

Ren

ova

tio

n

RM

1,52

1,22

4 -

1,17

6,65

1

(544

,839

)

2,15

3,03

6

650,

308 -

304,

171

(252

,215

)

702,

264 -

1,45

0,77

2

Co

mp

uter

s

RM

1,67

6,99

6 -

316,

564

(96,

592)

1,89

6,96

8

1,18

2,12

3 -

306,

841

(37,

593)

1,45

1,37

1 -

445,

597

Tota

l

RM

24,0

04,3

17

-

1,91

2,39

0

(1,1

36,4

88)

24,7

80,2

19

4,58

9,98

4 -

1,63

5,91

5

(561

,702

)

5,66

4,19

7

1,13

8,80

0

17,9

77,2

22

At

Valu

atio

nA

t C

ost


3. Property, Plant and Equipment (Cont’d)

Group

2009

At cost/valuation

At 1 October 2008

Additions

Revaluation

At 30 September 2009

Accumulated

depreciation

At 1 October 2008

Charge for the

financial year


Accumulated

impairment loss

At 1 October 2008

Reversal of impairment

loss

30 September 2009

Carrying amount


2008

At cost/valuation

At 1 October 2007

Additions


Accumulated

depreciation

At 1 October 2007

Charge for the

financial year


Accumulated

impairment loss

At 1 October 2007/

30 September 2008

Carrying amount


Freehold

industrial land

RM

12,637,233

-

2,362,767

15,000,000

-

-

-

1,138,800

(1,138,800)

-

15,000,000

12,637,233

-

12,637,233

-

-

-

1,138,800

11,498,433

Buildingunder

construction

RM

905,010

144,000

-

1,049,010

-

-

-

-

-

-

1,049,010

897,540

7,470

905,010

-

-

-

-

905,010

Renovation

RM

12,500

-

-

12,500

1,667

2,500

4,167

-

-

-

8,333

-

12,500

12,500

-

1,667

1,667

-

10,833

Computers

RM

12,126

7,428

-

19,554

1,684

4,660

6,344

-

-

-

13,210

-

12,126

12,126

-

1,684

1,684

-

10,442

Total

RM

13,566,869

151,428

2,362,767

16,081,064

3,351

7,160

10,511

1,138,800

(1,138,800)

-

16,070,553

13,534,773

32,096

13,566,869

-

3,351

3,351

1,138,800

12,424,718

At Valuation At Cost


The carrying amounts of property, plant and equipment of the Group and of the Company which have been pledged to licensed banks as security for credit facilities granted to the Company and a subsidiary company as disclosed in Note 19 to the financial statements are as follows:

Group Company 2009 2008 2009 2008 RM RM RM RM Leasehold factory 732,353 741,176 - -Freehold industrial land 15,000,000 11,498,433 15,000,000 11,498,433 15,732,353 12,239,609 15,000,000 11,498,433

Included in the property, plant and equipment of the Group are motor vehicles acquired under hire purchase with carrying amount of RM674,988 (2008: RM1,475,568).

The leasehold factory and freehold industrial land were valued by a firm of professional valuers, JAZ International Malaysia Sdn. Bhd. in December 2006 based on the open market value basis.

Had the revalued property, plant and equipment been included in the financial statements at cost less accumulated depreciation and accumulated impairment loss, the carrying amount of the revalued property, plant and equipment would have been as follows: Group Company 2009 2008 2009 2008 RM RM RM RM Leasehold factory 554,670 561,996 - -Freehold industrial land 15,000,000 11,498,433 15,000,000 11,498,433 15,554,670 12,060,429 15,000,000 11,498,433

The remaining period of the leasehold factory is 84 (2008: 85) years, which expires on 8 May 2093.

Included in property, plant and equipment of the Group are the costs of the following fully depreciated assets which are still in use:

Group

2009 2008

RM RM

Furniture and fittings 214,394 178,328

Office equipment 360,535 338,544

Tools and equipment 103,616 103,560

Motor vehicles 381,080 438,034

Renovation 160,214 61,676

Computers 1,260,894 1,166,221

2,480,733 2,286,363

3. Property, Plant and Equipment (Cont’d) (a)

(b)

(c)

(d)

(e)


4. Investment Property

Group

2009 2008

RM RM

At valuation

At 1 October - 1,790,000

Disposal - (1,790,000)

At 30 September - -

The remaining period of the leasehold land is Nil (2008: 88) years, which expires on 11 December 2096.

5. Investment in Subsidiary Companies

Investment in subsidiary companies

Company

2009 2008

RM RM

Unquoted shares, at cost

In Malaysia 20,575,000 20,575,000

Less: Accumulated impairment loss

(17,000,000) (17,000,000)

3,575,000 3,575,000

The subsidiary companies and shareholdings therein are as follows:

Name of companyCountry of incorporation

Effective interest

Principal activities

2009 2008

% %

Direct holding:

Satang Jaya Sdn. Bhd.

Malaysia 100 100 Investment holding and distribution and supply of defence and commercial aviation and marine and Consultant to Original Equipment Manufacturers (OEMs)

Indirect holding: Subsidiary companies of Satang Jaya Sdn. Bhd.

Satang Dagangan Sdn. Bhd.

Malaysia 100 100 Supplying of defence and aviation equipment and accessories

Satang Mechatronic Sdn. Bhd.

Malaysia 100 100 Maintenance, repairs and overhaul of aviation electronics and safety equipment and electro-mechanical related accessories

Satang Sar Services Sdn. Bhd.

Malaysia 100 100 Maintenance, repairs and overhaul of safety and survival equipment

(a)

(b)


Satang GSE Services Sdn. Bhd.

Malaysia 100 100 Maintenance, repairs and overhaul ground support safety equipment and related accessories

Satang Environmental Sdn. Bhd.

Malaysia 100 100 Supplying and distribution of environment products, providing training and seminar in respect of Environmental Management System and other related services

Satang Cylinder Services Sdn. Bhd.

Malaysia 100 100 Maintenance, repairs and overhaul of aviation related cylinders that include servicing, inspection, recycling and refilling of gas and other related services

Satang Hi-Tech Solutions Sdn. Bhd.

Malaysia 99.99 99.99 Providing consultancy and solution services and implementing of high technology and surveillance security systems and its related services

Satang-ICS Global Sdn. Bhd.

Malaysia 51 51 Supplying and servicing of pipe cleaning products and equipments

Satang Construction Sdn. Bhd.

Malaysia 99.99 99.99 Construction contracts

Acquisition of subsidiary company

The effect of the acquisition on the financial results of the Group during the financial year is as follows:

Group

2009 2008

RM RM

Revenue - 825,256

Cost of sales - (742,077)

Gross profit - 83,179

Administration expenses - (804,226)

Loss for the financial year - (721,047)

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

Group

2009 2008

RM RM

Cash and bank balances - 1,000,000

Group’s share of net assets - 1,000,000

Total cost of acquisition, discharged by cash - 1,000,000

(c)


The cash outflow arising from the acquisition is as follows:

Group

2009 2008

RM RM

Purchase consideration satisfied by cash - 1,000,000

Less: Cash and cash equivalents of subsidiary company acquired

- (1,000,000)

Net cash outflow of the Group - -

6. Investment in Associated Companies

Group Company

2009 2008 2009 2008

RM RM RM RM

At cost:

Unquoted shares in

Malaysia 189,600 189,600 30,000 30,000

Less: Accumulated

impairment loss (29,999) (29,999) (29,999) (29,999)

159,601 159,601 1 1

The associated companies and shareholdings therein are as follows:

Name of company Country of incorporation

Effective interest

Principal activities

2009 2008

% %

Direct interest:

The Industrial and Scientific Co. Sdn. Bhd.

Malaysia 38 38 Importing and distributing of all industrial, scientific and marine products and LPG gas and also maintenance of safety and survival aviation equipments

Hasrat Mestika Sdn. Bhd. Malaysia 30 30 Marketing and distributing of a new and revolutionary technology in industrial pipe cleaning

* Associated companies not audited by UHY Diong


The summarised financial information of the associated companies is as follows:

Group

2009 2008

RM RM

Assets and liabilities

Non-current assets 420,268 441,649

Current assets 912,814 579,014

Total assets 1,333,082 1,020,663

Non-current liabilities 337,685 235,042

Current liabilities 499,490 356,357

Total liabilities 837,175 591,399

495,907 429,264

Results

Revenue 859,905 1,794,316

Net profit for the financial year 66,643 6,518

The unrecognised share of losses of the associated companies is as follows:

Group

2009 2008

RM RM

At 1 October 29,757 29,198

Addition during the financial year 1,228 559

At 30 September 30,985 29,757

7. Other Investment

This represents investment stated at cost in a local golf club and resort, which entitles the Company’s management and staff to utilise the facilities.

8. Amount Owing by/(to) Subsidiary Companies

These represent unsecured interest free advances not repayable over the next twelve months.

9. Amount Owing by Associated Company

This represents unsecured interest free advances and not repayable over the next twelve months.


10. Goodwill on Consolidation

Group

2009 2008

RM RM

Cost - 210,289

Less: Accumulated amortisation - -

Less: Impairment loss - (210,289)

At 1 October/30 September - -

The Group recognised an impairment loss of Nil (2008: RM210,289) during the financial year in respect of the goodwill arising on consolidation. As no further other significant revenue generating activities is expected from the subsidiary company, Satang Hi-Tech Sdn. Bhd., the related goodwill has been impaired accordingly. The recoverable amount was based on value-in-use and was determined at the CGU which is the Group’s goodwill on consolidation. In determining value-in-use for the CGU, the cash flows were discounted at a rate of 10% on a pre-tax basis. The impairment loss is included in administration expenses in the income statement.

11. Inventories

Group

2009 2008

RM RM

At cost:

Spare parts, consumables and trading 604,868 725,543

At net realisable value:

Spare parts, consumables and trading 537,491 522,563

1,142,359 1,248,106

12. Trade Receivables

Group

2009 2008

RM RM

Trade receivables 23,860,917 23,502,305

Less: Allowance for doubtful debts (1,972,834) (1,896,881)

21,888,083 21,605,424

The Group’s normal trade credit terms range from 30 to 180 days (2008: 30 to 180 days). Other credit terms are assessed and approved on a case by case basis.


Movements in allowance for doubtful debts during the financial year are as follows:

Group

2009 2008

RM RM

At beginning of the financial year 1,896,881 -

Allowance made during the financial year 75,953 1,896,881

At end of the financial year 1,972,834 1,896,881

The currency exposure profile is as follows:

Group

2009 2008

RM RM

Ringgit Malaysia 21,888,083 21,593,712

Hong Kong - 11,712

21,888,083 21,605,424

13. Other Receivables

Group Company

2009 2008 2009 2008

RM RM RM RM

Other receivables 2,741,427 4,103,135 106,725 61,521

Deposits 729,869 704,608 28,275 -

Prepayments 4,713,862 4,622,585 10,262 43,926

8,185,158 9,430,328 145,262 105,447

Less: Allowance for

doubtful debts (5,668,410) (4,793,638) - -

2,516,748 4,636,690 145,262 105,447

Movements in allowance for doubtful debts during the financial year are as follows:

Group

2009 2008

RM RM

At beginning of the financial year 4,793,638 -

Allowance made during the financial year 874,772 4,793,638

At end of the financial year 5,668,410 4,793,638


14. Marketable Securities

Group

2009 2008

RM RM

At cost:

Quoted unit trust in Malaysia 1,895 1,868

At market value:

Quoted unit trust in Malaysia 1,895 1,868

The recoverable amount of the marketable securities is based on its fair value less cost to sell by reference to its market price at balance sheet date.

The market value of the quoted unit trusts is disclosed in Note 34 to the financial statements.

15. Fixed Deposits with Licensed Banks

Included in the fixed deposits of the Group is an amount of RM1,874,324 (2008: RM2,282,527) pledged to licensed banks as securities for banking facilities granted to subsidiary companies as disclosed in Note 19 to the financial statements and RM1,231,865 (2008: RM1,257,163) pledged to licensed banks as a guarantee for a contract to a subsidiary company.

The interest rates of deposits during the financial year range from 3.0% to 3.2% (2008: 3.0% to 3.2%) per annum and the maturities of deposits are 30 to 365 days (2008: 30 to 365 days) respectively.

16. Share Capital

Group/Company

2009 2008

RM RM

Ordinary shares of RM0.50 each:

Authorised 100,000,000 100,000,000

Issued and fully paid 40,000,000 40,000,000

17. Revaluation Reserves

Revaluation reserves represent surplus arising from the revaluation of the Group’s leasehold land and leasehold factory and it is not distributable by way of dividend.


18. Hire Purchase Payables

Group

2009 2008

RM RM

(a) Minimum hire purchase payments

Payable within one year 354,835 457,212

Payable between one and five years 570,706 1,255,111

Payable after five years - 16,892

925,541 1,729,215

Less : Future finance charges (66,198) (168,043)

Present value of hire purchase liabilities 859,343 1,561,172

(b) Present value of hire purchase liabilities

Repayable within one year 319,178 386,030

Repayable between one and five years 540,165 1,158,420

Repayable after five years - 16,722

859,343 1,561,172

Analysed as:

Repayable within twelve months 319,178 386,030

Repayable after twelve months 540,165 1,175,142

859,343 1,561,172

The hire purchase liabilities interest is charged at rates ranging from 2.38% to 5.46% (2008: 4.47% to 10.34%) per annum.

19. Bank Borrowings

Group Company

2009 2008 2009 2008

RM RM RM RM

Secured

Bill payable 6,137,939 2,630,726 - -

Bank overdrafts 1,283,422 9,451,040 - -

Term loan 4,988,229 5,256,514 3,731,277 3,942,205

Total bank borrowings 12,409,590 17,338,280 3,731,277 3,942,205

Analysed as:

Repayable within twelve months

Secured

Bill payable 6,137,939 2,630,726 - -

Bank overdrafts 1,283,422 9,451,040 - -

Term loan 1,716,464 1,555,341 459,512 241,032

9,137,825 13,637,107 459,512 241,032


Repayable after twelve months

Secured

Term loan 3,271,765 3,701,173 3,271,765 3,701,173

12,409,590 17,338,280 3,731,277 3,942,205

The above credit facilities obtained from licensed banks are secured by the following:

charge over the freehold industrial land of the Company as disclosed in Note 3 to the financial statements; •

first debenture covering fixed and floating charges over all present and future assets of a subsidiary •company;

pledge of fixed deposits of a subsidiary company as disclosed in Note 15 to the financial statements; •

joint and several guarantees by the Company’s Directors; and •

corporate guarantee by the Company and a subsidiary company.•

The secured term loan is repayable by 120 monthly installments.

Maturity of borrowings is as follows:

Group Company

2009 2008 2009 2008

RM RM RM RM

Within one year 9,137,825 13,637,107 459,512 241,032

Between one and two years 497,804 517,467 497,804 517,467

Between two and five years 1,378,536 1,469,403 1,378,536 1,469,403

After 5 years 1,395,425 1,714,303 1,395,425 1,714,303

12,409,590 17,338,280 3,731,277 3,942,205

Range of interest rates during the financial year is as follows:

Group Company

2009 2008 2009 2008

% % % %

Bill payable 2.68 - 6.80 3.88 - 3.93 - -

Bank overdrafts 7.25 8.25 - -

Term loan 7.55 - 8.30 8.30 - 9.25 8.30 8.30


20. Deferred Tax Liabilities

Group Company

2009 2008 2009 2008

RM RM RM RM

At 1 October 8,000 12,000 1,398 -

Recognised in income statements (8,000) (3,680) (1,398) 1,454

Reduction in tax rate (320) (56)

At 30 September - 8,000 - 1,398

The components and movements of deferred tax liabilities of the Group and of the Company are as follows:

Accelerated Capital Allowances

Total

Group RM RM

At 1 October 2008 8,000 8,000

Recognised in income statements (8,000) (8,000)

At 30 September 2009 - -

At 1 October 2007 12,000 12,000



At 30 September 2008 8,000 8,000

Company

At 1 October 2008 1,398 1,398


At 30 September 2009 - -

At 1 October 2007 - -

Recognised in income statements 1,454 1,454


At 30 September 2008 1,398 1,398


21. Amount Owing to Customers on Contracts

Group

2009 2008

RM RM

Aggregate cost incurred to date 475,784 475,784

Add: Attributable profits 35,812 35,812

511,596 511,596

Less: Progress billings (600,712) (513,712)

(89,116) (2,116)

Retention sum included in the progress billings (89,116) 1,613

22. Trade Payables

The normal trade credit terms granted to the Group range from 30 to 90 days (2008: 30 to 90 days).

The currency exposure profile is as follows:

Group

2009 2008

RM RM

Ringgit Malaysia 6,674,014 7,064,819

US Dollar 835,475 1,172,103

Sterling Pound 4,234,501 6,897,941

Euro dollar 26,742 24,527

Swedish Krona 176,602 353,203

Swiss Franc - 11,927

11,947,334 15,524,520

23. Other Payables

Group Company

2009 2008 2009 2008

RM RM RM RM

Other payables 1,817,314 1,516,811 1,041,154 427,912

Accruals 1,111,333 807,585 25,500 365,611

Advances from

shareholder 2,888,000 - - -

5,816,647 2,324,396 1,066,654 793,523


24. Revenue

Group

2009 2008

RM RM

Sales of goods and performance services 45,845,990 55,209,876

Construction contracts 17,889 825,256

45,863,879 56,035,132

25. Finance Costs

Group Company

2009 2008 2009 2008

RM RM RM RM

Interest expense on:

Bill payable 752,508 986,127 - -

Bank overdrafts 762,724 1,188,348 - -

Factoring 458,027 - - -

Hire purchase 61,063 92,082 - -

Restructuring 79,286 - - -

Term loan 392,494 266,936 252,494 266,936

Others 4,902 21,543 - 661

2,511,004 2,555,036 252,494 267,597


26. Profit/(Loss) before Taxation

Profit/(Loss) before taxation is derived after charging/(crediting):

Group Company

2009 2008 2009 2008

RM RM RM RM

Auditors’ remuneration 83,000 82,500 20,000 20,000

Allowance for diminution in value for investment in a subsidiary company

- - - 17,000,000

Allowance for diminution in value for investment in a associated company

- 29,999 - 29,999

Allowance for doubtful debts 950,725 6,690,519 - -

Bad debts written off - 1,441,773 - -

Depreciation of property, plant and equipment

1,172,012 1,635,915 7,160 3,351

Company’s directors’ remuneration- fee

- 160,000 - 120,000

- salaries and other emoluments 1,883,214 1,876,000 531,214 924,000

- EPF 214,003 244,320 55,123 125,280

Other directors’ remuneration- salaries and other emoluments

- 125,000 - -

- EPF - 15,000 - -

Impairment of goodwill arising on consolidation

- 210,289 - -

Inventories written off - 1,241,662 - -

Loss on disposal of investment property - 120,410 - -

Loss/(Gain) on disposal of property, plant and equipment

21,429 (6,914) - -

(Gain)/Loss on foreign exchange - realised

(322,252) 24,299 - -

Management fee - 6,000 - -

Rental of equipment 42,492 52,755 30,975 13,377

Rental of motor vehicles 200 6,660 23,200 39,360

Rental of premises 451,875 592,800 316,250 160,235

Rental of workshop 248,300 183,250 - -

Rental of house 28,200 28,500 28,200 11,750

Bad debts recovered - (73,367) - -

Interest received (456,876) (143,157) (814) (2,831)

Inter company loan interest received - - - (159,816)

Management fee received - (35,000) (3,200,000) (360,000)

Rental income - - - (4,000)

Reversal of impairment loss on property, plant and equipment (1,138,800) - (1,138,800) -


27. Taxation

Group Company

2009 2008 2009 2008

RM RM RM RM

Current income tax

Current year provision 241,911 260,627 - 200,000

Under/(Over) provision in prior years 26,714 (1,730,216) 14,354 (14,354)

268,625 (1,469,589) 14,354 185,646

Deferred tax

Relating to origination and reversal of temporary differences

(8,000) (3,680) (1,398) 1,454

Relating to change in tax rate - (320) - (56)

Tax expense for the financial year 260,625 (1,473,589) (12,956) 187,044

Income tax is calculated at the Malaysian statutory tax rate of 25% (2008: 26%) of the estimated assessable profit for the financial year.

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

Group Company

2009 2008 2009 2008

RM RM RM RM

Profit/(Loss) before taxation 595,720 (18,169,700) (2,560,105) (15,674,859)

Taxation at statutory tax rate of 25% (2008: 26%)

- (15,172) - -

Tax incentive for small and medium scale companies at 20% tax rate

268,625 (1,469,589) 14,354 185,646

Expenses not deductible for tax purposes 648,565 3,434,371 309,538 4,721,338

Income not subject to tax (72,890) (12,480) - -

Utilisation of previously unused tax losses and unutilised capital allowances

(341,318) - - -

Deferred tax assets not recognised 679,448 2,297,895 329,090 -

Reversal of deferred tax assets not recognised (828,824) (723,545) - (444,421)

Under/(Over) provision of current taxation in prior years

26,714 (1,730,216) 14,354 (14,354)

Reduction in tax rate for deferred tax - (320) - (56)

Tax expense for the financial year 260,625 (1,473,589) 12,956 187,044


28. Earnings/(Loss) Per Share

The earnings/(loss) per share has been calculated based on the consolidated profit/(loss) for the financial year attributable to equity holders of the parent of RM335,095 (2008: RM16,647,111) for the Group and the weighted average number of ordinary shares in issue during the financial year of 80,000,000 (2008: 80,000,000).

29. Section 108 Tax Credit

Under the full dividend imputation system, subject to agreement with the Inland Revenue Board, the Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 as at 30 September 2009 to frank the payment of dividends out of its entire retained profits.

The Malaysian Budget 2009 introduced a single tier company income tax system with effect from the year of assessment 2007. Under the single tier system, the tax on a company’s profit is a final tax and the dividends distributed to its shareholders would be exempted from tax. Unutilised Section 108 balances as at 31 December 2007 will be available until such time the tax credit is fully utilised or upon expiry of the 6 years transitional period on 31 December 2013, whichever is earlier.

30. Staff Costs

Group Company

2009 2008 2009 2008

RM RM RM RM

Staff costs (excluding

Directors) 8,668,291 14,051,202 2,382,465 5,386,918

Included in the total staff costs above are contributions made to the Employees Provident Fund under a defined contribution plan for the Group and the Company amounting to RM 831,875 and RM221,020 (2008: RM1,352,302 and RM548,972) respectively.

31. Related Party Disclosures

In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had •the following transactions with related parties during the financial year.

Group

2009 2008

RM RM

Related parties

* Purchase of air travel tickets - 249,548

Subsidiary companies

Management fee received/receivable 3,200,000 8,154,000

Car rental received - 4,000

Loan interest received/receivable - 159,816

Car rental paid/payable 23,000 36,000

Settlement of liabilities by the Company

on behalf of the subsidiary companies 5,954,375 264,492

Settlement of liabilities by subsidiary

companies on behalf of Company 64,406 -

* These transactions have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.


Information regarding outstanding balances arising from related party transactions as at 30 September 2009 •is disclosed in Note 8 to the financial statements.

Information regarding compensation of key management personnel is as follows:•

Group Company

2009 2008 2009 2008

RM RM RM RM

Short-term employee benefits

- Fee - 88,000 - 48,000

- Salaries and other

emoluments 1,758,000 2,190,000 434,000 1,113,000

- EPF 212,231 282,636 53,350 148,596

1,970,231 2,560,636 487,350 1,309,596

Key management personnel include personnel having authority and responsibility for planning, directing and controlling the activities of the entity, including any Director of the Company.

32. Segmental Information

Segment information is primarily presented in respect of the Group’s business segment which is based on the Group’s management and internal reporting structure.

Segment revenue, results, assets and liabilities include items directly attributable to a segment and those where a reasonable basis of allocation exists. Unallocated items mainly comprise interest-earning assets and revenue, interest-bearing borrowings and expenses, and corporate assets and expenses.

Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used during more than one period.

The accounting policies of the segments are consistent with the accounting policies of the Group.

(a) Business segments

The main business segments of the Group comprise the following:

Maintenance, repair and overhaul Maintenance, repair and overhaul of aviation and safety equipment.

Construction Construction works.


32. Segmental Information (Cont’d)

2009

Maintenance, Repair and

Overhaul

Construction Total

RM RM RM

Revenue

Sales 61,752,809 133,758 61,886,567

Less : Inter-segment sales (16,022,688) - (16,022,688)

45,730,121 133,758 45,863,879

Results

Segment results 3,102,911 (453,063) 2,649,848

Interest income 456,876

Interest expense (2,511,004)

Profit before taxation 595,720

Taxation (260,625)

Net profit for the financial year 335,095

Assets

Segment assets 45,402,057 612,111 46,014,168

Associated companies 159,601

Unallocated assets 6,944,947

Total assets 53,118,716

Liabilities

Segment liabilities 17,926,221 786,219 18,712,440

Unallocated liabilities 12,838,728

Total liabilities 31,551,168

Other information

Capital expenditure 1,953,888 - 1,953,888

Depreciation and amortisation 1,168,120 3,892 1,172,012

Significant non-cash expenses other than depreciation and amortisation 972,154 - 972,154


2008

Maintenance, Repair and

Overhaul

Construction Total

RM RM RM

Revenue

Sales 78,365,782 825,256 79,191,038

Less : Inter-segment sales (23,155,906) - (23,155,906)

55,209,876 825,256 56,035,132

Results

Segment results (15,036,774) (721,047) (15,757,821)

Interest income 143,157

Interest expense (2,555,036)

Loss before taxation (18,169,700)

Taxation 1,473,589

Net loss for the financial year (16,696,111)

Assets

Segment assets 45,378,413 425,536 45,803,949

Associated companies 159,601

Unallocated assets 8,777,047

Total assets 54,740,597

Liabilities

Segment liabilities 19,265,621 146,583 19,412,204

Unallocated liabilities 17,597,507

Total liabilities 37,009,711

Other information

Capital expenditure 1,900,714 11,676 1,912,390

Depreciation and amortisation 1,634,618 1,297 1,635,915

Impairment of goodwill arising on consolidation 210,289 - 210,289

Significant non-cash expenses other than depreciation and amortisation 9,517,449 - 9,517,449

All the inter-segment transactions were carried out on normal commercial basis and in the ordinary course of business.


(b) Geographical segments

In determining the geographical segments of the Group, segment revenue is based on the geographical location of customers. Segment assets and segment capital expenditure are based on geographical location of assets.

Revenue by geographical market•

2009 2008

RM RM

Malaysia 45,863,879 56,023,110

Hong Kong - 11,712

Indonesian - 310

45,863,879 56,035,132

No geographical segments information such as segment assets and segment capital expenditure is •presented as the Group business is entirely carried out in Malaysia.

33. Contingent Liabilities

Group Company

2009 2008 2009 2008

RM RM RM RM

Corporate guarantees given

to licensed banks for credit

facilities granted to subsidiary

companies

- Limit of guarantees - - 30,000,000 54,500,000

- Amount utilised - - 6,137,939 11,396,696

Banker’s guarantees in

favour of the local authorities

for the purpose of

development projects

- Secured 241,576 244,329 - -

- Unsecured 6,931,268 3,444,785 - -

34. Financial Instruments

(a) Financial risk management objectives and policies

The Group and the Company’s financial risk management policy is to ensure that adequate financial resources are available for the development of the Group and of the Company’s operations whilst managing its financial risks, including foreign currency exchange risk, interest rate risk, market risk, credit risk, liquidity risk and cash flow risk. The Group and the Company operate within clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.


(b) Foreign currency exchange risk

The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than Ringgit Malaysia. The currency giving rise to this risk is primarily US Dollar and Hong Kong Dollar. The Group maintains a natural hedge that minimises the foreign exchange exposure by matching foreign currency income with foreign currency costs.

(c) Interest rate risk

The Group and the Company finance its operation through operating cash flows and borrowings. Interest rate exposure arises from the Group’s and the Company’s borrowings and deposits. The Group and the Company seek to achieve the desired interest rate profile by maintaining a prudent mix of fixed and floating rate borrowings.

(d) Credit risk

The Group and the Company’s exposure to credit risk arises mainly from receivables. Receivables are monitored on an ongoing basis via Group’s management reporting procedures and action will be taken for long outstanding debts.

At balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk associated with recognised financial assets is the carrying amount shown in the balance sheet.

(e) Liquidity and cash flow risk

The Group and the Company actively manage its debt maturity profile, operating cash flows and maintain a flexible and cost effective borrowing structure to ensure that all refinancing, repayment and funding needs are met. The Group and the Company also maintain a certain level of cash and cash convertible investments to meet its working capital requirements.

(f) Fair values

The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables and short term borrowings approximate fair value due to the relatively short term nature of these financial instruments.

The aggregate fair values of the other financial assets and liabilities carried on the balance sheet are as follows:

2009 2008

Carrying amount

Fair value Carrying amount

Fair value

RM RM RM RM

Group

Financial assets

Unquoted investment

in associated

companies 159,601 * 159,601 *

Other investment 50,000 * 30,000 *

Amount owing by

associated companies 12,447 # 11,002 #

Marketable securities 1,895 1,895 1,868 1,868


2009 2008

Carrying amount

Fair value Carrying amount

Fair value

RM RM RM RM

Financial liabilities- Non-currentHire purchase

payables 540,165 522,331 1,175,142 1,144,812

Bank borrowings 3,271,765 3,038,079 3,701,173 3,387,122

Company

Financial assets

Unquoted investment

in subsidiary

companies 3,575,000 * 3,575,000 *

Unquoted investment

in associated

companies 1 * 1 *

Amount owing by

subsidiary companies 13,437,349 # 16,090,319 #

Financial liability

- Non-current

Bank borrowings 3,271,765 3,038,079 3,701,173 3,387,122

* It is not practicable to estimate the fair value of the unquoted investment due to lack of quoted market prices and without incurring excessive costs.

# It is not practicable to estimate the fair values of amount owing by subsidiary companies and amount owing by associated companies due to lack of fixed repayment terms entered into by the parties involved and without incurring excessive costs.

The fair value of long term borrowings is estimated based on the quoted market prices for the same or similar issues or on the current rates available for borrowings with the same maturity profile.

The aggregate fair values of the other financial assets and liabilities carried on the balance sheet approximates their carrying value and the Company does not anticipate the carrying amounts recorded at the balance sheet date to be significantly different from the values that would eventually be settled.

35. Significant Events

During the financial year, the following significant events took place for the Company and its subsidiary company:

(a) Satang Holdings Berhad (“the Company”)

On 10 October 2008, the Company had sought an approval from Bursa Securities to grant the Company •an extension of time of four (4) months until 6 May 2009 for the Company to submit its Regularisation Plan to the relevant authorities for approval in respect of Amended Practice Note No. 17/2005. The aforesaid application of extension of time has been rejected by Bursa Securities on 22 December 2008.


On 6 January 2009, the Company appealed to the Bursa Securities for an extension of six (6) months from •7 January 2009 to 6 July 2009 to submit its Regularisation Plan to the Approving Authorities pursuant to paragraph 8.14C(2)(a)(i) of the Bursa Securities Listing Requirements.

On 7 January 2009, the Company was informed by Bursa Securities that the suspension on the trading of •the listed securities of the Company and de-listing procedures pursuant to Paragraph 8.14(C) of the Bursa Securities Listing Requirement shall be deferred pending the outcome of the appeal on 6 January 2009.

The trading in the securities of the Company was suspended with effective 13 July 2009 pursuant to paragraph •8.14C(4) of the Listing Requirements of Bursa Securities until further notice following the Company has failed to submit its regularisation plan to the Securities Commission and other relevant authorities for approval within the timeframe stipulated by Bursa Securities ie. on or before 6 July 2009.

Bursa Securities had on 4 September 2009 via its letter granted to the Company an extension of time of three •(3) months until 26 November 2009 to undertake a regularisation plan that complies with paragraph 3.1 of Practice Note 17 of the Main Market Listing Requirements (“PN17”) and submit the regularisation plan to Bursa Securities for approval.

(b) Satang Jaya Sdn Bhd (“SJSB”)

On 18 December 2008, The Board of Directors of the Company announced that the Ministry of Defence Malaysia (“MINDEF”) has extended the contract for the maintenance of safety and survival equipments with SJSB, for an additional three (3) years from 1 October 2008 to 30 September 2011 with an additional ceiling limit of RM198 million making the total amount of the contract to RM562.5 million under the Contractorisation Programme for the Maintenance of Safety & Survival Equipments with Ministry of Defence Malaysia.

36. Subsequent Events

Subsequent to the financial year end, the following subsequent events took place for the Company:

(a) The Company is proposing to undertake the Proposals of the followings :

Proposed Rights Issue with Warrants will entail an issuance of up to 40,000,000 Rights Shares together •with up to 60,000,000 free Warrants on a renounceable basis of one (1) Rights Share for every two (2) existing Company’s Shares held together with three (3) Warrants for every two (2) Rights Shares subscribed for by the entitled shareholders of the Company whose names appear on the Record of Depositors of the Company at the close of business on an entitlement date to be determined and announced later by the Board. A total of 60,000,000 new Company’s Shares will be issued upon full exercise of the Warrants; and

Proposed exemption to Pascal Resources Sdn Bhd and the persons acting in concert with under practice •Note 2.9.1 of the Malaysian Code on Take-Overs and Mergers, 1998 from the obligation to undertake a mandatory offer for all the remaining Company’s shares not already held by them which may arise pursuant to the proposed rights issue with warrants.

(b) The Company has received additional RM2.612 million in October and November 2009 which give a total amount received of RM5.5 million being the cash advances from Pascal Resources Sdn Bhd for working capital of the Company.

(c) The Company has submitted the Regularisation Plan to Bursa Malaysia Securities Berhad (“Bursa Securities”) on 16 November 2009 through the principal adviser namely, OSK Investment Bank Berhad and is currently pending for Bursa Securities’ approval.


37. Date of Authorisation for Issue

The financial statements of the Group and of the Company for the financial year ended 30 September 2009 were authorised for issue in accordance with a resolution of the Board of Directors on 25 January 2010.


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We must be pro-active“We must be pro-active“We must be pro-active

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We must be pro-active

“

We must be pro-active


Analysis of Shareholdings

1. Share Capital

Authorised Share Capital : RM100,000,000.00Issued and Paid-up Capital : RM40,000,000.00Class of Shares : Ordinary Shares of RM0.50 eachVoting Rights : One vote for each ordinary share held

2. Distribution of Shareholdings

Size of Holding No. of Shareholders % No. of Shares Held %

Less than 100 2 0.13 100 0.00

100 – 1,000 470 29.47 244,800 0.31

1,001 – 10,000 718 45.02 3,733,600 4.67

10,001 – 100,001 346 21.69 11,295,000 14.12

100,001 to less than 5% of issued shares 57 3.57 36,984,700 46.23

5% and above issued shares 2 0.13 27,741,800 34.68

Total 1595 100 80,000,000 100

3. Directors’ Shareholdings as at 29 Jan 2010

No. Name of Director Direct Interest Indirect Interest

No. of Shares % No. of Shares %

1. Major (Rtd) Jamaludin bin Hasan - - 21,481,300* 26.85

2. Malim bin Mohamed - - 21,481,300* 26.85

3. Tajudin bin Talib 18,000 0.02 - -

4. Izham bin Yusoff - - - -

5. Wan Azizul bin Wan Yusoff - - - -

6. Syed Abdul Razak bin Syed Long Alsagoff

370,000 0.46 - -

*Shares held through Pascal Resources Sdn Bhd.

4. Substantial Shareholders as at 29 Jan 2010

No. Name of ShareholdersDirect Interest Indirect Interest

No. of Shares % No. of Shares %

1. Pascal Resources Sdn Bhd 21,481,300 26.85 - -

2. Gan Chin Sam 6,260,500 7.83 - -


5. List of 30 Largest Securities Account Holders as at 29 Jan 2010

No. Name of Shareholders Shares held %

1. PASCAL RESOURCES SDN BHD 21,481,300 26.85

3. GAN CHIN SAM 6,260,500 7.83

3. NOR ASHIKIN BINTI KHAMIS 3,996,200 5.00

4. DB (MALAYSIA) NOMINEE (ASING) SDN BHD Beneficiary : Exempt an for Deutsche Bank Ag London (PB Priam)

3,851,000 4.81

5. KAMARUDIN BIN MERANUN 3,115,900 3.89

6. ABDUL AZIZ BIN JAMAL 2,815,700 3.52

7. SITI MUNAJAT BINTI MD GHAZALI 2,634,000 3.29

8. A.A. ANTHONY NOMINEES (TEMPATAN) SDN BHDBeneficiary : Pledged Securities Account for Angkasa Aman Sdn Bhd

2,260,000 2.83

9. HAKIM BIN SUKIRMAN 2,099,800 2.62

10. ISMAIL BIN ASHA’ARI 1,159,500 1.45

11. RAJA ZAINAL ABIDIN BIN RAJA HUSSIN 1,080,700 1.35

12. WONG HENG KIT 1,073,000 1.34

13. SAWIRA SDN BHD 676,000 0.85

14. LAU ENG GUANG 625,800 0.78

15. MAYBAN SECURITIES NOMINEES (TEMPATAN) SDN BHDBeneficiary : Pledged Securities Account for Zakri Afandi Bin Ismail

582,900 0.73

16. MOHD RIDZA BIN MOHAMAD SHAPIEN 542,000 0.68

17. MAZLAN BIN ABD MAJID 539,100 0.67

18. CHONG WOON POW 525,000 0.66

19. SALMAH BINTI ABDUL MAJID 521,300 0.65

20. MAZLAN BIN ABD MAJID 511,000 0.64

21. ANG GAIK NGA 500,000 0.63

22. CHEAH SEE HAN 496,200 0.62

23. THE CHEAN BEN 470,000 0.59

24. CHANG MEI LENG 382,100 0.48

25. SYED ABDUL RAZAK BIN SYED LONG ALSAGOFF 370,000 0.46

26. LEE CHEE KIN 300,000 0.38

27. WONG CHUNG HOO 299,900 0.37

28. WONG YOOK PHOOI 273,900 0.34

29. ZULQAISAR BIN HAMIDIN 270,000 0.34

30. MAYBAN SECURITIES NOMINEES (ASING) SDN BHDBeneficiary : Pledged Securities Account for Khoo Bee Lang, Joanna(Qiu Meiling, Joanna)

250,100 0.31

59,962,900 74.96


We observe punctuality“We observe punctuality“We observe punctuality

“

We observe punctuality

“

We observe punctuality


Notice of 6th Annual General Meeting

SATANG HOLDINGS BERHAD(Company No. 633265-K) (Incorporated in Malaysia)

NOTICE OF SIXTH ANNUAL GENERAL MEETING

NOTICE is hereby given that the Sixth Annual General Meeting of the Company will be held at the Tiara Room, Level 2, Klang Executive Club (KEC), Persiaran Bukit Raja 2, Bandar Baru Klang, 41150 Klang, Selangor Darul Ehsan on Wednesday, 31 March 2010 at 8.30 am for the purpose of transacting the following businesses: -

AGENDA

AS ORDINARY BUSINESS

To receive and adopt the Audited Financial Statements for the financial year ended 30 1. September 2009 and the Reports of the Directors and Auditors thereon.

To re-elect Izham Bin Yusoff who shall retire pursuant to Article 86 of the Company’s 2. Articles of Association.

To re-elect the following directors who shall retire pursuant to Article 93 of the Company’s 3. Articles of Association:

i. Major (Rtd) Jamaludin bin Hasanii. Malim bin Mohamediii. Tajudin bin Talib

To approve the payment of Directors’ fees for the financial year ended 30 September 4. 2009.

To re-appoint Messrs. UHY Diong as Auditors of the Company until the conclusion of the 5. next Annual General Meeting and to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following Resolution:6.

Authority to Directors to Allot and Issue Shares

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10% of the issued share capital of the Company for the time being, subject always to the approval of all the relevant regulatory bodies having been obtained for such allotment and issue.” To transact any other business of the Company for which due notice shall have been given. 7.

By Order of the Board,

TAN TONG LANG (MAICSA 7045482)Company Secretary

Kuala Lumpur9 March 2010

Resolution 1

Resolution 2

Resolution 3Resolution 4Resolution 5

Resolution 6

Resolution 7

Resolution 8


Notes:

A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/her 1. 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.

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

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the 3. appointor is a corporation, either under the corporation’s common seal or under the hand of an officer or attorney duly authorised.

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy 4. of that power or authority, must be deposited at the Registered Office of the Registrar of the Company at 149, Jalan Aminuddin Baki, Taman Tun Dr. Ismail, 60000 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjourned meeting, as the case may be.

Explanatory Notes on Special Business

Resolution 8 : Authority to Directors to Allot and Issue Shares 1.

The Proposed Resolution 8, if passed, will enable the Directors to issue up to maximum of 10% of the issued share capital of the Company as at the date of its Annual General Meeting for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company at a General Meeting, will expire at the next Annual General Meeting.


STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING PURSUANT TO PARAGRAPH 8.28 OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

DATE : Wednesday, 31 March 2010TIME : 8.30 amVENUE : Tiara Room, Level 2, Klang Executive Club (KEC), Persiaran Bukit Raja 2, Bandar Baru Klang, 41150 Klang, Selangor Darul Ehsan

Director standing for re-election pursuant to Article 86 of the Company’s Articles of Association:1.

1. Izham bin Yusoff

Directors standing for re-election pursuant to Article 93 of the Company’s Articles of Association:2.

1. Major (Rtd) Jamaludin bin Hasan2. Malim bin Mohamed3. Tajudin bin Talib

Attendance of Directors at Board Meetings held during the financial year ended 30 September 2009 and other 3. additional information on the Board of Directors are set out in Section 2 on Profile of Directors on Page 14 of this Annual Report.

Details of Directors standing for re-election4.

The details of the Directors standing for re-election under the Company’s Articles of Association are disclosed under the Board of Directors’ profiles on Page 14 - 16 of this Annual Report. The shareholdings of these Directors are disclosed under the Analysis of Shareholdings from Pages 92 to 93 of this Annual Report.

We persevere when faced with challenges“We persevere when faced “We persevere when faced

“

with challenges

“

with challenges

The Registar ofSatang Holdings Berhad (633265-K)

Insurban Corporate Services Sdn Bhd (76260-W)149, Jalan Aminuddin Baki

Taman Tun Dr Ismail60000 Kuala Lumpur

fold here

fold here


PROXY FORM FOR THE FIFTH ANNUAL GENERAL MEETINGSATANG HOLDINGS BERHAD (633265-K)

*I/We (BLOCK LETTERS)

of

being a * Member/Members of SATANG HOLDINGS BERHAD, do hereby appoint

of

or failing * him/her

of

or failing * him/her, the CHAIRMAN of the Meeting, as * my/our proxy to vote for * me/us on * my/our behalf at the Sixth Annual General Meeting of the Company to be held at the Tiara Room, Level 2, Klang Executive Club (KEC), Persiaran Bukit Raja 2, Bandar Baru Klang, 41150 Klang, Selangor Darul Ehsan on Wednesday, 31 March 2010 at 8.30 a.m. and at any adjournment thereof, and to vote as indicated below:

RESOLUTIONS FOR AGAINST

1. To receive and adopt the Audited Financial Statements for the financial year ended 30 September 2009 and the Reports of the Directors and Auditors thereon.

2. To re-elect Izham bin Yusoff who shall retire pursuant to Article 86 of the Company’s Articles of Association.

3. To re-elect Major (Rtd) Jamaludin bin Hasan who shall retire pursuant to Article 93 of the Company’s Articles of Association.

4. To re-elect Malim bin Mohamed who shall retire pursuant to Article 93 of the Company’s Articles of Association.

5. To re-elect Tajudin bin Talib who shall retire pursuant to Article 93 of the Company’s Articles of Association.

6. To approve the payment of Directors’ fees for the financial year ended 30 September 2009.

7. To re-appoint Messrs. UHY Diong as Auditors of the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

8. To approve the Ordinary Resolution pursuant to Section 132D of the Companies Act, 1965. * Strike out whichever not applicable.

Please indicate with an “X” in the appropriate space how you wish your votes to be cast. If you do not indicate how you wish your proxy to vote on any Resolution, the proxy will vote as he or she thinks fit, or, at his of her discretion, abstain from the voting.

As witness my/our hand this ________ day of _____________ 2010No. of shares held

_________________________________ Signature of Member/Common Seal Notes:

A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy may but 1. 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.

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

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a 3. corporation, either under the corporation’s common seal or under the hand of an officer or attorney duly authorised.

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, 4. must be deposited at the Registered Office of the Registrar of the Company at 149, Jalan Aminuddin Baki, Taman Tun Dr. Ismail, 60000 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjourned meeting, as the case may be.

We are dedicatedand loyal to Satang“We are dedicated“We are dedicated

“

and loyal to Satang

“

and loyal to Satang

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