kamdar-annualreport2009 (1.7mb)

KAMDAR GROUP (M) BHD

Contents

Corporate Information Notice of Annual General Meeting Directors’ Profile Corporate Structure Chairman’s Statement Corporate Governance Statement Audit Committee’s Report Statement of Internal Control Other Disclosure Requirement Pursuant to the Listings Requirements of Bursa Securities Directors’ Report Statement by Directors Statutory Declaration Independent Auditors’ Report Balance Sheets Income Statements Statements of Changes in Equity Cash Flow Statements Notes to the Financial Statements Group’s Landed Properties Analysis of Shareholdings Electronic Dividend Payment (edividend) Form of Proxy


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Corporate Information

BOARD OF DIRECTORS

Bipinchandra A/L Balvantrai – Executive ChairmanHamendra A/L B.M. Kamdar – Deputy Chairman/ Executive DirectorJayesh R Kamdar A/L Rajnikant – Chief Executive Officer/ Executive DirectorParesh R. Kamdar – Chief Operating Officer/ Executive DirectorKamal Kumar Kishorchandra Kamdar – Executive DirectorChia Lee Hoon – Group Financial Controller/ Executive DirectorDatuk Emam Mohd Haniff bin Emam Mohd Hussain – Senior Independent Non-Executive DirectorDato’ Dr. Shanmughanathan A/L Vellanthurai – Independent Non-Executive DirectorHarjeet Singh A/L Sardara Singh – Independent Non-Executive DirectorRajnikant A/L B.M Kamdar – Alternate Director to Paresh R. Kamdar

AUDIT COMMITEEChairman Datuk Emam Mohd Haniff bin Emam Mohd HussainMembersDato’ Dr. Shanmughanathan A/L VellanthuraiHarjeet Singh A/L Sardara Singh

REMUNERATION COMMITEEChairmanDato’ Dr. Shanmughanathan A/L VellanthuraiMembersDatuk Emam Mohd Haniff bin Emam Mohd HussainHamendra A/L B.M. Kamdar

NOMINATION COMMITTEEChairman Dato’ Dr. Shanmughanathan A/L VellanthuraiMembersDatuk Emam Mohd Haniff bin Emam Mohd HussainHarjeet Singh A/L Sardara Singh

COMPANY SECRETARIESLim Seck Wah (MAICSA NO.: 0799845)M. Chandrasegaran A/L S. Murugasu(MAICSA NO.: 0781031)

REGISTERED OFFICELevel 15-2, Faber Imperial CourtJalan Sultan Ismail 50250 Kuala LumpurTel: 03-26924271Fax: 03-27325388

SHARE REGISTRARMEGA CORPORATE SERVICES SDN. BHD. (Company No.: 187984-H)Level 15-2, Faber Imperial CourtJalan Sultan Ismail 50250 Kuala LumpurTel No. : 03-26924271Fax No. : 03-27325388

PRINCIPAL BANKERSCIMB Bank BerhadMalayan Banking BerhadPublic Bank BerhadAmBank Berhad

SOLICITORS Shahrizat Rashid & Lee

AUDITORSSJ Grant Thornton ( Member of Grant Thornton International)Chartered Accountants

STOCK EXCHANGE LISTINGMain Market of Bursa SecuritiesBursa Securities refers to Bursa Malaysia Securities Berhad

STOCK CODE: 8672

KAMDAR GROUP (M) BHD 2

KAMDAR GROUP (M) BERHADCompany No. 577740-A

(Incorporated in Malaysia)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Eighth Annual General Meeting of the members of the Company will be held at Function Room1, Dynasty Hotel Kuala Lumpur, Level 4, 218, Jalan Ipoh, 51200 Kuala Lumpur on Tuesday, 29 June 2010 at 10.00 a.m. for the following purposes:-

AGENDAAS ORDINARY BUSINESS

1.

2.

3.

a. Kamal Kumar Kishorchandra Kamdar b. Paresh R. Kamdar c. Datuk Emam Mohd Haniff Bin Emam Mohd Hussain

4.

Please refer to Note A.

Resolution 1

Resolution 2 Resolution 3 Resolution 4

Resolution 5

AS SPECIAL BUSINESS To consider, and if thought fit, to pass the following Resolution:

ORDINARY RESOLUTION5. AUTHORITY TO ISSUE SHARES BY THE COMPANY PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965, and subject to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue, new shares in the Company from time to time upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company as at the date of this Annual General Meeting and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company and THAT the Directors be and are hereby also authorised to obtain the approval from Bursa Securities for the listing and quotation of the additional shares so issued.” Resolution 6

6. To transact any other business which may properly be transacted at an Annual General Meeting for which due notice shall have been given.


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

To re-elect the following directors retiring pursuant to Article 102 of the Company’s Articles of Association:

To re-appoint Messrs SJ Grant Thornton as Auditors of the Company and to authorise the Directors to fix their remuneration.

To approve the payment of Directors’ fees for the year ended 31 December 2009.

By order of the Board

LIM SECK WAH (MAICSA 0799845)M. CHANDRASEGARAN A/L S. MURUGASU (MAICSA 0781031) Company Secretaries Dated this: 8 June 2010Kuala Lumpur

The proposed Ordinary Resolution no. 6 is a renewal of the mandate given to the Company by the shareholders at the previous Annual General Meeting held on 26 June 2009, if duly passed, will give the Directors of the Company the flexibility to issue and allot new shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of next Annual General Meeting of the Company.

The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/ diversification proposals involves the issue of new shares, the Directors, under certain circumstance when the opportunity arises, would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of the issued capital.

In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors be empowered to issue shares in the Company, up to any amount not exceeding in total 10% of the issued share capital of the Company for the time being, for such purposes. The renewed authority for allotment of shares will provide flexibility to the Company for the allotment of shares for the purpose of funding future investment, working capital and/or acquisitions.

No shares have been issued and allotted by the Company since obtaining the said authority from its shareholders at the last Annual General Meeting held on 26 June 2009.

NotesA. This Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act,

1965 and the Company’s Articles of Association do not require a formal approval of the shareholders and hence, is not put forward for voting.

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint up to two proxies to attend the same meeting provided that he specifies the proportion of his shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy and the provisions of Section 149(1)(a) & (b) of the Companies Act, 1965 shall not apply.

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

3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under the Corporation’s Common Seal or under the hand of an officer or attorney so authorized.

4. The Form of Proxy must be deposited at the Registered Office of the Company at Level 15-2, Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment thereof.

5. Explanatory Notes To Special Businesses

5.1 Resolution Pursuant to Section 132D of the Companies Act, 1965


Notice Of Annual General Meeting (Cont’d)

Directors’ Profile

BIPINCHANDRA A/L BALVANTRAI – Executive Chairman

Mr. Bipinchandra, a Malaysian, aged 51, has over 30 years experience in the textile and textile-related industries. After completing his General Certificate in Education Ordinary Level in 1976, he joined Globe Textiles Sdn Bhd as a Sales Executive in 1977. He joined Kamdar Sdn. Bhd. (“KSB”) in 1980 and became a director in 1994. He is currently responsible for the Group’s procurement and sourcing of merchandise, locally as well as internationally.

He was re-designated as Executive Chairman of KGMB on 21 April 2008. He is also a director of KSB, Pusat Membeli-Belah Kamdar (Penang) Sdn. Bhd. (“PMBK (Penang)”), Kesar Sdn. Bhd. (“Kesar”), Kamdar Stores Sdn. Bhd. (“KStores”), Kamdar Holdings Sdn. Bhd. (“KH”) under the KGMB Group and director of Kamdar Properties Sdn. Bhd. (“KPSB”). He is not a member of any board committee.

He does not hold any directorships in any other public companies.

He holds 18,667,706 shares in KGMB and also has an indirect interest of 955,171 shares via his wife’s shareholding in KGMB. He is a sibling to Hamendra A/L B.M. Kamdar and Rajnikant A/L B.M Kamdar. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.

HAMENDRA A/L B.M. KAMDAR – Deputy Chairman/ Executive Director

Mr. Hamendra, a Malaysian, aged 58, has over 35 years experience in the textile and textile-related industries. After completing his Senior Cambridge in 1970, he joined Kesar as a Sales Executive in 1972 and in 1976 became a director of Kesar. He is currently responsible for the export and wholesale operations of KGMB, and the distribution of merchandise within the KGMB Group.

He was appointed as an Executive Director of KGMB on 10 November 2004 and resigned on 26 February 2007, subsequently, he was appointed as an Alternate Director to Bipinchandra A/L Balvantrai on 3 August 2007. He ceased to be Alternate Director and was appointed as Executive Director on 5 June 2008, subsequently he was redesignated to Deputy Chairman of KGMB on 12 January 2009. He is also a director of KSB, Pusat Membeli-Belah Kamdar Sdn. Bhd. (“PMBK”), PMBK (Penang), Kesar and Mint Saga (M) Sdn. Bhd. (“MS”) under the KGMB Group. He is a member of the Remuneration Committee.


He holds 14,704,714 shares in KGMB and also has an indirect interest of 1,868,610 shares via his wife’s shareholding in KGMB. He is a sibling to Bipinchandra A/L Balvantrai and Rajnikant A/L B.M Kamdar. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.

KAMDAR GROUP (M) BHD5

JAYESH R KAMDAR A/L RAJNIKANT – Chief Executive Officer/ Executive Director

Mr. Jayesh, a Malaysian, aged 39. He graduated in 1992 with a degree in Bachelor of Sciences (Hons) Accounting & Finance from the University of Hull and joined the corporate finance department of Commerce International Merchant Bankers Berhad (“CIMB”) in 1993. He left CIMB to join the KGMB Group in 1994 and is currently responsible for the KGMB Group’s accounting and corporate activities.

He was appointed as a Chief Executive Officer of KGMB on 10 November 2004. He is also currently a director of KSouth under the KGMB Group. He is not a member of any board committee.


He holds 4,622,376 shares in KGMB. He is a son to Rajnikant A/L B.M Kamdar and a sibling to Paresh R. Kamdar. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.

PARESH R. KAMDAR – Chief Operating Officer/ Executive Director

Mr. Paresh, a Malaysian, aged 34. He graduated in 1997 with a degree in Bachelors of Arts in Economics & Finance from the Royal Melbourne Institute of Technology, Australia and joined the KGMB Group immediately after graduation. He is currently responsible for the daily operations of all the retail outlets of KGMB Group.

He was appointed as an Executive Director & Chief Operating Officer of KGMB on 10 November 2004. He is also currently a director of KSouth under the KGMB Group. He is not a member of any board committee.


He holds 4,325,700 shares in KGMB. He is a son to Rajnikant A/L B.M Kamdar and a sibling to Jayesh R Kamdar A/L Rajnikant. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.

DATUK EMAM MOHD HANIFF BIN EMAM MOHD HUSSAIN – Senior Independent Non-Executive Director

Since then he has held various positions both in the Ministry as well as in Malaysian diplomatic missions abroad, culminating in his appointment as Malaysia’s Ambassador to Pakistan (1983-1986), Ambassador to the Philippines (1987-1991), and High Commissioner to Singapore (1992-1997). He retired from the Malaysian Diplomatic Service

Datuk Emam Mohd Haniff, a Malaysian, aged 68. He graduated with a Bachelor of Arts (Hons) degree from the University of Malaya in 1966 and, in the same year, joined the Ministry of Foreign Affairs (Wisma Putra).

upon reaching the then mandatory age of 55 in 1997.

He was appointed as an Independent Non-Executive Director of KGMB on 16 February 2005. He is the Chairman of the Audit Committee, a member of the Remuneration and Nomination Committees.

He currently sits on the boards of Edaran Digital Systems Berhad and Lion Corporation Berhad.

He does not hold any shares in KGMB. He has no family relationship with other directors or major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.

Directors’ Profile (Cont’d)


DATO’ DR. SHANMUGHANATHAN A/L VELLANTHURAI – Independent Non-Executive Director

Dato’ Dr. Shanmughanathan, a Malaysian, aged 44. He graduated with Bachelors in Accountancy, specialising in Malaysian Taxation from University Utara Malaysia in 1993. He joined Ernst & Young as a tax assistant in 1993 and had been promoted to Senior Tax Consultant by the time he left the firm in 1997. In October 1997, he was appointed by the Ministry of Finance as Company Auditor and set up his own audit firm, Shan & Co with the approval of the Ministry of Finance. He graduated with a Masters in Business Administration from University Putra Malaysia in 1998. He subsequently received his doctorate from Bircham International University in 2004.

He was appointed as an Independent Non-Executive Director of KGMB on 16 February 2005. He is a member of the Audit Committee and the Chairman of the Remuneration and Nomination Committees.


KAMAL KUMAR KISHORCHANDRA KAMDAR – Executive Director

Mr. Kamal Kumar, a Malaysian, aged 40. He graduated with an LLB (Hons) degree from Leicester University, and completed the Barrister at Law at Middle Temple, United Kingdom. He was previously a manager of KSB. He is also a director of several private limited companies.

He was appointed as a Non-Independent Non-Executive Director of KGMB on 16 February 2005 and redesignated to Executive Director on 5 June 2008. He is not a member of any board committee.

He holds 24,726,915 shares in KGMB. He has family relationship with other directors and major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.

RAJNIKANT A/L B.M KAMDAR – Alternate Director to Paresh R. Kamdar

Mr. Rajnikant, a Malaysian, aged 62, has over 40 years in the textile and textile-related industries and is currently the Central Retail Operations Manager. He is also a director of KSB, PMBK (Penang), Kesar and KH under the KGMB Group.

After completing his Senior Cambridge in 1966, he joined M. J. Chandrakant as a Sales Executive in 1967, and in 1982, became a director of Terry Cot Pte Ltd in Singapore, whose principal activities were importing and exporting textile and textile-related products. In 1990, he joined KSB, and in 2003 was promoted to his present position where he is assisted in his duties by the various branch managers.

He was appointed as an Alternate Director to Paresh R. Kamdar on 10 November 2004. He is not a member of any board committee.


He holds 15,267,401 shares in KGMB and also has an indirect interest of 955,171 shares via his wife’s shareholding in KGMB. He is a sibling to Bipinchandra A/L Balvantrai and Hamendra A/L B.M. Kamdar. He is father to Jayesh R Kamdar A/L Rajnikant and Paresh R. Kamdar. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.




HARJEET SINGH A/L SARDARA SINGH – Independent Non-Executive Director

Mr. Harjeet Singh, a Malaysian, aged 52 He has, had diversified career experiences enrolling himself as trainee at the Teacher’s Training Centre in Ulu Kinta, Ipoh in 1978. After a short stint in teaching, he became an Inspector with the Royal Malaysia Police Force. Upon graduation as an Inspector, he served the police force for 10 years of which 5 years was served as an Investigating Officer in the areas of serious crime, secret societies and commercial crimes and 5 years as a prosecuting officer in criminal litigation. During the same time he undertook to read Law and obtained his Law Degree with Honours in 1986. Upon graduation he proceeded to read for his Barristers’ qualification at Lincoln’s Inn. In 1987 upon his return, he worked for the police force for a further 6 months with the rank of ASP and proceeded to chamber in the firm of M/S Shearn Delamore & Co. wherein he was retained as a Senior Legal Assistant for 6 years.

In 1995, he left M/S Shearn Delamore & Co. and joined a firm as a full partner and is now in his 20th year of legal practice.

He was appointed as an Independent Non-Executive Director of KGMB on 12 January 2009. He is a member of the Audit and Nomination Committees.


CHIA LEE HOON – Group Financial Controller/ Executive Director

Ms Chia Lee Hoon, aged 47, joined Kamdar as an Accounts Clerk in 1987. She gained vast experience in accounting and was promoted to Group Financial Manager in 2003. She qualified as a Certified Chartered Accountant of The Association of Chartered Certified Accountants (ACCA) in 2005 and became a member of ACCA during the same year. In 2006, she became a member of Malaysian Institute of Accountants (MIA). She is presently the Group Financial Controller and is responsible for the financial management of Kamdar Group and had been serving the Group for the past twenty two (22) years.

She was appointed as an Executive Director of KGMB on 2 March 2009. She is not a member of any board committee.

She does not hold any shares in KGMB. She has no family relationship with other directors or major shareholders of KGMB. She has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.


Corporate Structure

Kamdar Group

(M) Berhad

Kamdar Sdn. Bhd.

Pusat Membeli-Belah Kamdar Sdn.Bhd.

Pusat Membeli-belahKamdar ( Penang) Sdn. Bhd.

Kamdar (South) Sdn. Bhd.

Kesar Sdn. Bhd.

Kamdar Holdings Sdn. Bhd.

Kamdar Stores Sdn. Bhd.

Mint Saga (M) Sdn. Bhd.

Kamdar (B) Sdn. Bhd.

100%

100%

100%

100%

100%

100%

100%

100%

100%

KAMDAR GROUP (M) BHD(57740-A)

Beauty Gallant Sdn. Bhd.

Mayfair Fabric & Linen (Proprietary) Limited(Formerly known as Forlor (Proprietary) Limited)

100%

45%

100% Orisea Trade Sdn. Bhd.

Kamdar (Bru) Sdn. Bhd.70%



CHAIRMAN’S STATEMENT

On behalf of the Board of Directors, I am pleased to present to you the Annual Report and Audited Financial Statements of Kamdar Group (M) Berhad (Kamdar or the Group) for the year ended 31 December 2009.

FINANCIAL REVIEW

For 2009, Kamdar achieved commendable results despite the difficult and challenging retail business environment.

For the year ended 31 December 2009, Kamdar achieved a consolidated revenue of RM193 million which is 6% higher compared to the previous year. This resulted in Kamdar’s earnings before tax of RM26 million and profit after tax of RM19 million representing 73% and 130.5% growth respectively over the previous year’s earnings and achieving an earnings per share of 11.5 sen.

The Group is also pleased to announce that it has fully settled its RM60 million bonds on 10 November 2009.

REVIEW OF OPERATIONS

The severe global financial crisis which adversely affected the economies worldwide also negatively affected Malaysia’s economy in the first three quarters of 2009. The retail industry, too, was not spared as the crisis affected consumer spending and behavior, but Kamdar was fortunate that the government had taken proactive measures by introducing stimulus packages that produced a positive impact on the economy.

The growth in retail sales in 2009 was contributed by both the same stores of 7% as well as contribution of 1% from the new Kamdar stores at IOI Mall, Puchong and S18, Ipoh. Both these stores opened in the second half of 2009 and will continue to perform better in 2010. There are further plans to expand Kamdar’s branch network locally to areas that Kamdar is not present in order to serve new customers.

The Group also expanded its wings by investing a 45% stake in Mayfair Fabric & Linen (PTY) Ltd (a company incorporated in South Africa, whose principal activities are retailing of textiles and textile related products) through its wholly owned subsidiary, Kamdar South Sdn Bhd.

PROSPECTS

The Malaysian economy has exhibited signs of improvement from the third quarter of 2009 and the pace of the economic recovery is expected to gain momentum and contribute positively to the recovery of the domestic economy. The Group is, however, mindful of the prevailing uncertainties and difficulties in the competitive environment and will continue to implement the rationalization of its operations by enhancing efficiencies and effectiveness of the operations and optimization of the utilization of resources.

Kamdar will continue to leverage on its established brand and presence to further boost and expand its business by focusing on strategies to improve merchandising, improving human resources productivity and sales floor management to deliver better customer comfort and service.


ACKNOWLEDGEMENT

On behalf of the Board of Directors, I would like to take this opportunity to thank the management and staff for their efforts, commitment and hardwork in continuing to help grow Kamdar in this difficult and challenging year.

I also would like to express my gratitude to our valued customers, business associates, bankers, government authorities and shareholders for their continuous support and confidence in Kamdar and what it stands for.

God Bless…………..

Bipinchandra BalvantraiExecutive Chairman

CHAIRMAN’S STATEMENT (CONT’D)

Corporate Governance Statement

The Board of Directors (“the Board”) of Kamdar Group (M) Berhad is committed to a corporate culture that emphasizes good corporate governance and practices throughout the Company and its subsidiaries (“the Group”).

The Group will continue to endeavor to comply with all the key Principles and Best Practices of the Malaysian Code on Corporate Governance (“the Code”) in its effort to observe high standards of transparency, accountability and integrity. The Group believes that good corporate governance will help to realize long-term Shareholders value, whilst taking into account the interest of other stakeholders.

The Board is pleased to disclose below, a description of the application of the principles of good governance and the extent to which the Group has complied with the best practices advocated by the Code.

BOARD OF DIRECTORS

The Company is led and managed by an experienced Board, comprising members with a wide range of experience in relevant fields such as textile and furnishing fabrics, entrepreneurship, economics, marketing, finance, accounting, legal and public service. The Directors bring a broad range of skills, experiences and knowledge required to successfully direct and supervise the Group’s business activities. A brief profile of each Director are set out in the Directors’ Profile of this Annual Report.

BOARD COMPOSITION AND BALANCE

The Board consists of an Executive Chairman, a Deputy Executive Chairman, five (5) Executive Directors (inclusive of one (1) Alternate Director) and three (3) Independent Non-Executive Directors.

The roles of the Executive Chairman of the Board and Chief Executive Officer (“CEO”) are segregated. The Chairman is primarily responsible for the proper conduct and working of the Board whilst the CEO is responsible for the day-to-day running of the business and implementation of Board policies and decisions.

The three (3) Independent Non-Executive Directors of the Company are independent of management and free from any business relationship which could materially interfere with the exercise of their judgement. They present a good mix of industry specific knowledge plus broad business and commercial experience. They provide guidance, unbiased, fully balanced and independent views, advice and judgement to many aspects of the Group’s strategy so as to safeguard the interests of minority shareholders and to ensure that the highest standards of conduct and integrity were maintained by the Group. The Board has also appointed Datuk Emam Mohd Haniff bin Emam Mohd Hussain as the Senior Independent Director to whom concerns may be conveyed.

BOARD RESPONSIBILITIESThe Board retains full and effective control of the Group and has developed corporate objectives and position descriptions including the limits to management’s responsibilities,which the Executive Directors are aware and are responsible for meeting.

The Board has a formal schedule of matters reserved to itself for decision, which includes the overall Group strategy and direction, investment policy, major capital expenditures, consideration of significantfinancial matters and review of the financial and operating performance of the Group.

The Board understands the principal risks of all aspects of the business that the Group is engaged in recognizing that business decisions require the incurrence of risk. To achieve a proper balance between risks incurred and potential returns to shareholders, the Board ensures that there are in place systems that effectively monitor and manage these risks with a view to the long term viability of the Group.

As certain Board functions are delegated to management, the Board ensures management is of the highest calibre and has in place programmes to train and develop management and also provide for the orderly succession of management.

The Company has in place a policy to enable the Group to communicate effectively with its shareholders, other stakeholders and the public generally. The policy ensures that it effectively interprets the operations of the Group to the shareholders and accommodates feedback from shareholders, which should be factored into the Group’s business decisions.


SUPPLY OF INFORMATION

Prior to Board meetings, an agenda together with the relevant documents and information are distributed to all Directors. The CEO and/or other relevant Board members will provide comprehensive explanation of pertinent issues and recommendations by the management. The issues would then be deliberated and discussed thoroughly by the Board prior to decision-making.

Apart from the above, the Board members are updated on the Company’s activities and its operations on a regular basis. All Directors have access to all information of the Company on a timely basis in an appropriate form and quality necessary to enable them to discharge their duties and responsibilities.

All Directors have access to the advice and services of the Company Secretary and to obtain independent professional advice, whenever necessary, at the expense of the Company.

There were seven (7) Board of Directors’ Meetings held during the financial year ended 31 December 2009. Details of the attendance of the Directors at the Board of Directors’ Meetings are as follows:

Name of Director Attendance(a) Mr. Bipinchandra A/L Balvantrai (b) Mr. Jayesh R Kamdar A/L Rajnikant (c) Mr. Paresh R. Kamdar (d) Mr. Rajnikant A/L B.M Kamdar (Alternate to Mr. Paresh R. Kamdar) (e) Mr. Kamal Kumar Kishorchandra Kamdar (f) Datuk Emam Mohd Haniff Bin Emam Mohd Hussain (g) Dato’ Dr. Shanmughanathan A/L Vellanthurai (h) Mr. Hamendra A/L B.M. Kamdar (i) Mr. Harjeet Singh A/L Sardara Singh (j) Ms. Chia Lee Hoon

7/77/76/71/77/76/77/74/74/65/5

APPOINTMENTS TO THE BOARDA Nomination Committee has been established by the Board comprising exclusively of Independent Non-Executive Directors as follows:

1. 2. 3.

The Committee is generally responsible to assess:

The Board is entitled to the services of the Company Secretary who would ensure that all appointments are properly made upon obtaining all necessary information from the Directors. The Nomination Committee met once during the financial year ended 31 December 2009.

During the financial year, the Nomination Committee has not conducted any assessments on directors’ contribution and board effectiveness. These assessments will be undertaken in the following financial year.

RE-ELECTIONIn accordance with the provisions of the Articles of Association of the Company, one-third (1/3) of the Board of Directors for the time being or if their number is not three (3) or multiples of three (3), then the number nearest to one-third (1/3) shall retire from office at each Annual General Meeting and shall be eligible for re-election. Directors over seventy (70) years of age are subject for re-appointment annually in accordance with Section 129(6) of the Companies Act 1965.

Corporate Governance Statement (Cont’d)


Dato’ Dr Shanmughanathan A/L Vellanthurai – Chairman (Independent Non-Executive Director)Datuk Emam Mohd Haniff Bin Emam Mohd – Member (Senior Independent Non-Executive Director)Mr Harjeet Singh A/L Sardara Singh – Member (Independent Non-Executive Director)

the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director. the size of the Board and review the mix of skills and experience and other qualities of the Board members required for the Board to function completely and efficiently.and recommend new nominess for appointment to the Board for the Board’s final decision-making.

i.

ii.

iii.

BOARD MEETINGS

DIRECTORS’ TRAINING All the Directors of the Company have attended the Mandatory Accreditation Programme conducted by Bursa Malaysia Training Sdn Bhd within the stipulated timeframe required in the Listing Requirements.As the Continuous Education Programme (CEP) has been repealed by Bursa Malaysia with effect from 01 January 2005, the Board of Directors have adopted a training programme deemed appropriate for the Directors.

During the year, the Board Members have attended the directors’ training as detailed below:-

Name of Director

(a) Mr. Bipinchandra A/L Balvantrai(b) Mr. Jayesh R Kamdar A/L Rajnikant(c) Mr. Paresh R. Kamdar(d) Mr. Kamal Kumar Kishorchandra Kamdar(e) Datuk Emam Mohd Haniff Bin Emam Mohd Hussain (f) Dato’ Dr. Shanmughanathan A/L Vellanthurai(g) Mr. Rajnikant A/L B.M Kamdar(h) Mr. Hamendra A/L B.M. Kamdar(i) Mr. Harjeet Singh A/L Sardara Singh(j) Ms. Chia Lee Hoon

Training attended

Reason for non-compliance

½ Day ½ Day 1 Day

- ½ Day

- - - -

2 Days 1 Day

Note 2Note 3Note 4Note 1Note 5Note 1Note 1Note 1Note 1Note 6Note 7

Note 1: Had an exceptionally committed schedule for 2009, however, they will continue to undergo further training from time to time.

Mode of training

Seminar

Seminar

Workshop

Seminar

Seminar

Seminar

Title of training

Best Practices of Boardroom Affairs

Investor Relations: Managing Strategic Issues in a Challenging Environment

Companies Tax Computation – The Advanced Planning Aspects (YAs 2008 and 2009)

Finance for Non-Finance Director and Main Market Listing Requirements

Financial Reporting Standards in Malaysia Salient Features

FRSs with Fair Value Requirements

Number of hours/days spent

½ Day

½ Day

1 Day

½ Day

2 Days

1 Day

Note 2

Note 3

Note 4

Note 5

Note 6

Note 7



Throughout the year, directors also received updates and briefings, particularly on regulatory, industry and legal developments, including information on significant changes in business and procedures instituted to mitigate such risks.

Directors’ Remuneration A Remuneration Committee has been established by the Board comprising a majority of Non-Executive Directors as follows:1. 2.3.

The Remuneration Committee shall ensure that the levels of remuneration are sufficient to attract and retain Directors of the quality required to manage the business of the Group. The Remuneration Committee is entrusted under its terms of reference to assist the Board, amongst others, to recommend to the Board the remuneration of the executive directors. In the case of non-executive directors, the level of remuneration shall reflect the experience and level of responsibilities undertaken by the non-executive directors concerned.

The Remuneration Committee met once during the financial year ended 31 December 2009 to review the remuneration of the Directors.

Dato’ Dr Shanmughanathan A/L Vellanthurai – Chairman (Independent Non-Executive Director). Datuk Emam Mohd Haniff bin Emam Mohd Hussain – Member (Senior Independent Non-Executive Director). Hamendra A/L B.M. Kamdar – Member (Deputy Chairman/ Executive Director)

Details of Directors’ remuneration of the Group for the financial year ended 31 December 2009 are as follows:

Directors’ feesSalariesOther emolumentsBenefits in KindTotal

Executive Directors(RM)

Non-Executive Directors(RM)

The number of Directors whose remuneration fall into the following bands are as follows:-

Range of Remuneration (RM)50,000 and below50,0001 – 100,000100,001 – 150,000150,001 – 200,000200,001 – 250,000250,001 – 300,000300,001 – 350,000350,001 – 400,000400,001 – 450,000450,001 – 500,000500,000 – 550,000550,000 – 600,000

Executive----1-12--22

Non-Executive12----------

SHAREHOLDERS

Dialogue with InvestorsRecognising the importance of timely dissemination of information to shareholders and other stakeholders, the Board is committed to ensuring that the shareholders and other stakeholders are well informed of major developments of the Company and the information is communicated to them through the following:

(i) the Annual Report;(ii) the various disclosures and announcements made to Bursa Malaysia Securities Berhad including the Quarterly Results and Annual Results; and(iii) the website at www.kamdar.com.my which shareholders as well as members of the public are invited to access for the latest information on the Group. General MeetingsThe Company’s Annual General Meeting (“AGM”) serves as a principle forum for dialogue with shareholders. Shareholders are encouraged to meet and communicate with the Board at the AGM and to vote on all resolutions. Extraordinary General Meetings is held as and when required.

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Directors are responsible to present a true and fair assessment of the Group’s position and prospects in the annual reports and quarterly reports. The quarterly financial results were reviewed by the Audit Committee and approved by the Board of Directors prior to submission to Bursa Malaysia Securities Berhad.

A statement by the Directors of their responsibilities in the preparation of financial statements is set out in the ensuing section.



65,000 2,831,500 490,197 123,400 3,510,097

153,981 - 9,000 - 162,981

Statement of Directors’ Responsibility for Preparing Financial StatementsThe Board is responsible to ensure that the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group as at the end of the financial year and of the results and cash flows of the Group for the financial year then ended.

The Directors are satisfied that in preparing the financial statements of the Group for the year ended 31 December 2009, the Group has adopted suitable accounting policies and applied them consistently, prudently and reasonably. The Directors also consider that all applicable approved accounting standards have been followed in the preparation of the financial statements, subject to any material departures being disclosed and explained in the notes to the financial statements. The financial statements have been prepared on the going concern basis.

The Directors are responsible for ensuring that the Group keeps sufficient accounting records to disclose with reasonable accuracy, the financial position of the Group and which enable them to ensure that the financial statements comply with the Companies Act, 1965.

Internal Control

The Board has an overall responsibility in maintaining a sound internal control system that provides reasonable assurance of effective and efficient operations and compliance with internal procedures and guidelines. The Statement on Internal Control is set out in this Annual Report.

Relationship with the Auditors

The Board has established a formal and transparent arrangement for maintaining appropriate relationships with the external auditors in seeking professional advice and ensuring compliance with the appropriate accounting standards. The Audit Committee met with the external auditors to discuss their audit plan, audit findings and the financial statements. To this effect, the Audit Committee Chairman met the out-sourced Internal Audit service provider without the presence of Management during the financial year.

COMPLIANCE STATEMENTThe group has complied with the principles as set out in parts 1 and 2 respectively of the code.



Audit Committee’s Report

ChairmanDatuk Emam Mohd Haniff bin Emam Mohd Hussain (Senior Independent Non- Executive Director)

MembersDato’ Dr. Shanmughanathan A/L Vellanthurai (Independent Non- Executive Director)Mr Harjeet Singh A/L Sardara Singh (Independent Non- Executive Director)

1. COMPOSITION

2. TERMS OF REFERENCE

2.1 Members2.1.1 The Board shall appoint the committee comprising of no fewer than three (3) non-executive directors, a majority of whom shall be independent. At least one member of the audit committee must be:

i) A member of the Malaysian Institute of Accountants, orii) If he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and; either - he must have passed the examination specified in Part I of the 1st Schedule of the Accountants Act, 1967; or - he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act,1967;iii) Fulfills such other requirements as prescribed or approved by the Exchange.

2.1.2 The Chairman of the Audit Committee should be an Independent Non-Executive director and be elected amongst the members of the Committee.2.1.3 No alternate director shall be appointed as a member of the Committee.2.1.4 In the event that the Audit Committee is reduced to less than (3) members, the vacancy shall


be filled within 3 months.

The duties and responsibilities of the Audit Committee shall be:-

- to consider the nomination of external auditors, the audit fees and any question of resignation or dismissal;- to oversee all matters pertaining to audit including the review of the audit plan and report;- to review the adequacy of existing external audit arrangements, with particular emphasis on the scope and quality of the audit;- to discuss problems and reservations arising from the interim and final results, and any matters the external auditors may wish to discuss (in the absence of management where necessary);- to review the quarterly interim results, half-year, annual financial statements and audit report, focusing on : any changes in accounting and operating policies and practices; significant adjustment arising from the audit; adequacy of disclosure of all information in the financial statements essential to a true and fair representation of the financial affairs of the Company and its subsidiary companies; and compliance with applicable approved accounting standards and business practices.

•

• • •

Responsibilities and Duties

Audit Committee’s Report (Cont’d)

- to review any management letter sent by the external auditors to the Company and the management’s response to such letter;- to discuss with the external auditors their evaluation of the quality and effectiveness of the internal control - to review the adequacy of the scope, functions, resources and competency of the internal audit function and that it - to review the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; - to review and approve the annual audit plan proposed by Internal Auditors; - to review the co-operation or assistance given by the Company’s officers to both external and internal auditors;- to review all areas of significant financial risk and the arrangements in place to contain those risks to accept able levels;- to review all related party transactions and potential conflict of interests situations; and- to consider other matters, act upon the Board of Directors’ request to investigate and report on any issues or concerns in regard to management of the Group, as defined.


3. MEETINGS 3.1

3.2 The external auditors shall have the right to appear and be heard at any meetings of the Committee and appear before the Committee upon request by the Committee. 3.3 The Head of Internal Audit and a representative of the external auditors shall attend all meetings of the Committee. Other members of the Board may attend meetings of the Committee upon its invitation. 3.4 The quorum for any meeting of the Committee shall be two (2) members present in person, both of whom present shall be independent Non-Executive directors.

The Committee shall convene at least four (4) regular meetings a year and such additional meetings as the Chairman shall determine. The Chairman shall convene a meeting of the Committee, if so requested by any member of the Committee, the Management of the Group, the internal auditors or the external auditors.

and management information systems;

has the necessary authority to carry out its work;

Rights and Authority of the Audit Committee

2.3.1 The Company must ensure that whenever necessary and reasonable for the performance of its duties, the Audit Committee shall, in accordance with the procedures to be determined by the Board and at the cost of the - investigate any matters within its terms of reference; - have adequate resources which it needs to perform its duties; - have full access to any information which it requires in the course of performing its duties; - have unrestricted access to the chief executive officer and the chief financial officer; - have direct communication channels with the external and internal auditors (if any) and convene meetings with external auditors and internal auditors or both, excluding the attendance of other directors and employees of the Company; - have access to independent professional or other advice in the performance of its duties at the cost of the Company; and - be able to invite outside professionals with relevant experience and expertise to attend its meetings, if necessary.

Company to:

AUDIT COMMITTEE REPORT (CONT’D)

4. ATTENDANCE OF MEETINGS

There were five (5) meetings held during the year 2009. Details of the attendance of the committee members are as follows: Name of Director (a) Datuk Emam Mohd Haniff Bin Emam Mohd Hussain (b) Dato’ Dr. Shanmughanathan A/L Vellanthurai (c) Mr. Harjeet Singh A/L Sardara Singh

Attendance5/55/53/5

5. SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE DURING THE YEAR 2009

During the financial year, the activities of the Committee included:- • Reviewing the quarterly financial result announcements of the Group prior to seeking the Board of Directors’ approval; • Reviewing the audit strategy and plan of the External Auditors; • Reviewing External Auditors’ reports in relation to audit and accounting issues arising from the audit, and updates of new developments on accounting standards issued by the Malaysian Accounting Standards Board; • Reviewing the annual financial statements of the Group and the Company; and • Reviewing the internal audit reports and the recommendations on audit findings.

6. INTERNAL AUDIT FUNCTIONS

The scope of internal audit covers the audits on risk management, internal control, governance and compliance activities of the Group. The reviews were carried out in conformance with the International Standards for the Professional Practice of Internal Auditing issued by The Institute of Internal Auditors. The costs incurred for the internal audit function for the financial year 2009 is RM RM30,485.40.

The Group’s internal audit functions are outsourced to, CGRM Infocomm Sdn Bhd, an independent professional consulting firm, which reports to the Audit Committee and assists the Board of Directors in monitoring and managing risks and internal controls. The Audit Committee approves the internal audit plan tabled during the Audit Committee meeting during the financial year.

The approach adopted by the Group is of a risk based approach to assess and review the implementation and monitoring of controls of the subsidiary companies.

The audit encompasses the following activities:• Review and assess the risk management and governance structure of the Group.• Review and appraise the soundness, adequacy and application of accounting, financial and other key controls promoting effective control in the Group.• Ascertain the extent to which the Group’s assets are safeguarded.• Ascertain the level of compliance to the Group policy and procedures.• Recommend improvements to the existing systems of risk management, internal control and governance.

Audit Committee’s Report(Cont’d)


KAMDAR GROUP (M) BERHADStatement of Internal Control

The Board of Directors of Kamdar Group (M) Berhad (“the Board”) is committed in maintaining a sound system of internal controls throughout the Group and is pleased to provide the following statement which outlines the nature and scope of internal control of the Group during the year under review.

This Statement on Internal Control is made in accordance with the Malaysian Code on Corporate Governance and paragraph 15.26 (b) of the Bursa Malaysia Securities Berhad Listing Requirements, which requires Malaysian public listed companies to make a statement about their state of internal control, as a Group, in their annual report.

The Board believes the practice of good corporate governance is an important continuous process and not just a matter to be covered as compliance in its Annual Report. Hence, the Board endeavours to maintain an adequate system of internal control that is designed to manage, rather than eliminate risk, and to improve the governance process of the Group.

2. Board Responsibility

1. Introduction

The Board acknowledges its overall responsibility for the internal control system to cover the financial, compliance and operational controls of the Group. The Board also recognizes its responsibility for reviewing the adequacy and integrity of the system of internal control to safeguard shareholders’ investment and the Group’s assets. However, it should be noted that such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

3. Risk Management Framework

The Board maintains the Group’s risk management policy and framework to continually update and identify the various risk factors that could have a potentially significant impact on the Group’s mid to long term business objectives.

The Board, throughout the current financial year, has identified, evaluated and managed the significant risks faced by the Group through monitoring of the Group’s operational efficiency and profitability at its Board Meetings.

4. Internal Audit FunctionCGRM Infocomm Sdn Bhd (“CGRM”), an independent professional firm, supports the Audit Committee, and by extension, the Board, by providing independent assurance on the effectiveness of the Group’s system of internal control.

In particular, CGRM appraises and contributes towards improving the Group’s risk management and control systems and reports to the Audit Committee on a quarterly basis. In assessing the adequacy and effectiveness of the system of internal control and financial control procedures of the Group, the Audit Committee reports to the Board on its activities, significant audit results or findings and the necessary recommendations or actions needed to be taken by management to rectify those issues.

The internal audit work plan, which reflects the risk profile of the Group’s major business sectors is routinely reviewed and approved by the Audit Committee. The scope of CGRM’s function covered the audit and review of governance, risk assessment, compliance, operational and financial control across all business units. CGRM refers to the requirements of the International Professional Practices Framework (IPPF) issued by The Institute of Internal Auditors.


5. Key ProcessStatement of Internal Control (Cont’d)

The Board confirms that there was an on-going process for identifying, evaluating and managing significant risks of the Group for the financial year under review. The Board has assigned to the Audit Committee the duty of reviewing and monitoring the effectiveness of the Group’s internal control system.

The embedded control system is designed to facilitate achievement of the Group’s business objectives. It comprises the underlying control environment, control process, communication and monitoring systems.

The Group’s key internal control processes were assessed based on the principles of COSO1 Internal Controls – Integrated Framework as follows:

Control Environment

•

•

•

The Group has established clear organization structures with reporting lines of responsibilities clearly indicated throughout its outlets nationwide. There is adequate upper level managerial support wherein, the Directors are directly and actively involved in business operations.

Reporting lines lead upwards from Branch and Regional Managers to the Senior Management team at Headquarters. This set forth sound integrity, ethical values and good corporate governance as standard conduct from senior management.

Management considers increasing its staff strength to boost support in the merchandiser function to provide better variety of goods / merchandise to its customers which is tantamount to achieving the Group’s objectives.

Risk Assessment

The Board has been consistent in maintaining its overall responsibility to ensure that systems are in place to effectively monitor and manage the Group’s business risk and to continually update and identify the various and continuously changing risk factors that could have a potentially significant impact on profitability and long term business objectives. Risk Management refresher course was conducted in March 2010 for the benefit of the new members of the Risk Management Committee (RMC) and to assess the risks of the Group in light of the current economic downturn. The identified risks will then updated in the Risk Catalogue and reported to Senior Management and the Board.

•

•

•

•

•

•

•

Control Activities

Management is in the process of establishing a formal and documented guideline to be adopted as the Group-wide Standard Operating Policies and Procedures to streamline business and operational activities and processes.

The integrated Navision system will support daily business operations as well as the achievement of financial reporting objectives.

Information and Communication

Management promotes good working relationship at all levels by ensuring information and communication channels are open and sinuous with the needs of the organization. The system integration exercise which will give greater enhancement to the Group’s financial reporting and monitoring function while providing real-time information for decision making purposes is expected to be completed by the end of the Quarter 1, 2010.Regular branch operation meetings are held as a formal platform for Branch Managers to communicate operational directives obtained from headquarters and to discuss matters relating to their respective branch’s performances. Where necessary, internal memorandums are issued to all outlets as a form of communicating and enforcement of new directives from Management.


1Committee of Sponsoring Organisations of the Treadway Commission

Statement of Internal Control (Cont’d)

Standard and pre-established templates and reporting formats are utilised in the preparation of monthly financial and departmental reports by all outlets to ensure that key data are captured and reported to Headquarters.

•

Monitoring

Management, together with internal audit, constantly monitors the gaps and highlighted issues through the conduct of follow-up audits and had showed its commitment to improve on current processes and internal controls.

•

6. Conclusion

The Management has improved and taken measures and maintains an ongoing commitment to strengthen the Group’s control environment and processes. During the year, there were no material losses caused by breakdown in internal controls. It should be appreciated that the system of internal control only provide reasonable assurance in managing business risks rather than eliminating them and there is no absolute assurance towards material misstatement or loss

The External Auditors have reviewed this Statement on Internal Control for the inclusion in the annual report for the year ended 31 December 2009 and reported to the Board that nothing has come to their attention that causes them to believe that the statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal controls.

This statement was made in accordance with a resolution of the Board dated 19th April 2010.


5. Key Process (Cont’d)

Other Disclosure Requirement Pursuant To The Listings Requirements Of Bursa Securities

1. UTILISATION OF PROCEEDS FROM CORPORATE EXERCISE The Company did not undertake any corporate exercise during the financial year, hence no proceeds were

raised therefrom.

2. SHARE BUY-BACKSThere were no share buy-back arrangements during the financial year.

3. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIESThere were no options and warrants exercised in respect of the financial year.During the financial year ended 31 December 2009 a total number of 167,325 Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) were converted into 167,325 ordinary shares of RM1.00 each and the balance of 71,587,575 ICULS were automatically converted into ordinary shares on the maturity date on 9 November 2009.

Since none of the Warrants 2004/2009 were exercised within the exercise period, the Warrants 2004/2009 lapsed and had become null and void and accordingly were de-listed on 10 November 2009.

4. AMERICAN DEPOSITORY RECEIPT (“ADR”) /GLOBAL DEPOSITORY RECEIPT (“GDR”) The Company did not sponsor and ADR or GDR programmes during the financial year.

5. IMPOSITION OF SANCTIONS / PENALTIESThere were no public imposition of sanctions or penalties imposed on the Company and its subsidiaries, directors or management by the regulatory bodies during the financial year.

6. NON-AUDIT FEES There was no non-audit fees paid to the external auditors by the Group for the financial year ended 31 December 2009.

7. PROFIT ESTIMATE, FORECAST OR PROJECTION The Company did not undertake any profit estimate, forecast or projection for the financial year.

8. PROFIT GUARANTEE The Company did not give any form of profit guarantee to any parties during the financial year.

9. MATERIAL CONTRACTS AND CONTRACTS RELATING TO LOANSThere were no contracts relating to loan and material contracts of the Company and its subsidiaries involving the Directors and substantial shareholders since the end of the previous financial year.

10. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE AND TRADING NATUREThe recurrent related party transaction of the Company during the year amounted to RM1,296,000 with details as stated in Note 31 to the financial statements.

11. REVALUATION POLICY ON LANDED PROPERTIESThe Group does not adopt a policy on regular revaluation to its landed properties.

12. CORPORATE SOCIAL RESPONSIBILITY The Group continues to undertake responsible corporate practices and empower our many stakeholders through impactful corporate social responsibilities initiatives.

During the year, the group continue to work together with various charitable organizations to raise funds through the Group’s extensive retail network and the Group has donated extensively to the following :


i) Society For the Severeyl Mentally Handicapped (SSMH); andii) Persatuan Kebanjikan Thirumular Selangor Darul Ehsan & wilayah Persekutuan

Directors’ ReportThe Directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2009.

PRINCIPAL ACTIVITIESThe principal activity of the Company is investment holding. The principal activities of its subsidiary companies and associate company are disclosed in Note 12 and 13 to the Financial Statements.

There have been no significant changes in the nature of these activities of the Company and its subsidiary companies and associate company during the financial year.

FINANCIAL RESULTS

Net profit for the financial year

Attributable to:-Equity holders of the CompanyMinority interests

GroupRM

19,535,321

19,552,945 (17,624)

19,535,321

CompanyRM

4,170,925

4,170,925 -4,170,925

DIVIDENDSNo dividends has been paid or declared by the Company since the end of previous financial year. The Directors do not recommend any dividends in respect of the current financial year.

RESERVES AND PROVISIONSThere were no material transfers to or from reserves or provisions during the financial year except as disclosed in the Notes to the Financial Statements.

ISSUE OF SHARES AND DEBENTURESDuring the financial year, the Company has increased its issued and paid up share capital from RM126,235,102 to RM197,990,002 by way of issuance of 71,754,900 ordinary shares of RM1 each through the conversion of 71,754,900 Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) of RM1 each on the basis of one new ordinary share for every one ICULS exercised.

The new ordinary shares issued during the financial year ranked pari passu in all respect with the existing ordinary shares of the Company.

There were no debentures issued during the financial year.

INFORMATION ON THE FINANCIAL STATEMENTSBefore the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:-

(a)

(b)

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 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 be realised in the ordinary course of business including their values as shown in the accounting records of the Group and of the Company have been written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:-

(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; orwhich would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; orwhich have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(b)

(c)


INFORMATION ON THE FINANCIAL STATEMENTS (CONT’D)

Directors’ Report (Cont’d)

No contingent liability or other liability has become enforceable or is likely to become enforceable within the 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 Group and of the Company to meet its obligations as and when they fall due.

At the date of this report, there does not exist:-(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial

year which secures the liability of any other person; or

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

(b)

OTHER STATUTORY INFORMATION

The Directors state that:-

At the date of this report, they are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading.In the opinion of the Directors:-

(a)

(b)

the results of operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; orthere 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 financial year in which this report is made.

DIRECTORS

The Directors in office since the date of the last report are:-Bipinchandra A/L Balvantrai Jayesh R Kamdar A/L RajnikantParesh R. Kamdar Datuk Emam Mohd Haniff bin Emam Mohd Hussain Dato’ Dr. Shanmughanathan A/L VellanthuraiKamal Kumar Kishorchandra KamdarRajnikant A/L B.M. Kamdar (alternate to Paresh R. Kamdar)Hamendra A/L B.M. Kamdar Harjeet Singh A/L Sardara Singh (appointed on 12.1.2009)Chia Lee Hoon (appointed on 2.3.2009)



DIRECTORS’ BENEFITS

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (except as disclosed in the Notes to the Financial Statements) by reason of a contract made by the Company or 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.

According to the register of Directors’ shareholdings, the interests of Directors in office at the end of the financial year in shares, in the Company and its related corporations were as follows:

Ordinary shares of RM1 each

Direct InterestBipinchandra A/L Balvantrai Hamendra A/L B.M. Kamdar Jayesh R Kamdar A/L RajnikantKamal Kumar Kishorchandra KamdarParesh R. Kamdar Rajnikant A/L B.M. Kamdar

At1.1.2009

10,378,000 7,674,000 2,570,000 9,651,000 2,405,000 8,488,000

Bought 8,289,706 7,030,714 2,052,37615,007,715 1,920,700 6,779,001

Sold - - - - - -

At 31.12.200918,667,70614,704,714 4,622,37624,658,715 4,325,700 15,267,001

By virtue of the Directors’ interests in the shares of the Company, Directors having interest in the shares of the Company are also deemed interested in the shares of its related corporations to the extent that the Company has an interest under Section 6A of the Companies Act, 1965.

No other Directors held any shares or had any interest in shares of the Company and its related corporations during the financial year.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Significant events during the financial year are disclosed in Note 36 to the Financial Statements.


On behalf of the Board,


................................................................................. BIPINCHANDRA A/L BALVANTRAI ) ) ) ) ) ) ) DIRECTORS ) ) ) ) ) ) ................................................................................. ) JAYESH R KAMDAR A/L RAJNIKANT

Kuala Lumpur27 April 2010


AUDITORS

Messrs SJ Grant Thornton have expressed their willingness to continue in office.

KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia)

STATEMENT BY DIRECTORS

In the opinion of the Directors, the financial statements set out on pages 31 to 73 are drawn up in accordance with the Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2009 and of the financial performance and cash flows of the Group and of the Company for the financial year then ended.

On behalf of the Board,

...................................................................... BIPINCHANDRA A/L BALVANTRAI JAYESH R KAMDAR A/L RAJNIKANT


STATUTORY DECLARATION

I, Jayesh R Kamdar A/L Rajnikant, being the Director primarily responsible for the financial management of Kamdar Group (M) Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 31 to 73 are correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )the abovenamed at Kuala Lumpur in )the Federal Territory this day of )27 April 2010

JAYESH R KAMDAR A/L RAJNIKANT

Before me:

Commissioner for Oaths

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

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


INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) Company No: 577740 A

Independent Auditors’ Report

Report on the Financial Statements

We have audited the financial statements of Kamdar Group (M) Berhad, which comprise the balance sheets of the Group and of the Company as at 31 December 2009, 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 31 to 73.

Directors’ Responsibilities for the Financial StatementsThe 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’ ResponsibilitiesOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the 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.

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

Report on Other Legal and Regulatory Requirements

(a)

(b)

(c)

(d)

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

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 have considered the financial statements and the auditors’ reports of the subsidiary company of which we have not acted as auditors, as disclosed in Note 12 to the Financial Statements.

We are satisfied that the financial statements 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 auditors’ 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.


Independent Auditors’ Report (Cont’d)

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.

SJ GRANT THORNTON(NO. AF: 0737)

CHARTERED ACCOUNTANTS


DATO’ N. K. JASANICHARTERED ACCOUNTANT

(NO: 708/03/12(J/PH))


KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) BALANCE SHEETS AS AT 31 DECEMBER 2009

Group Company Note 2009 2008 2009 2008 RM RM RM RM

EQUITY Share capital 5 197,990,002 126,235,102 197,990,002 126,235,102 Reserves 6 (26,445,546) 25,757,239 (130,322) 67,453,653 Total shareholders' equity 171,544,456 151,992,341 197,859,680 193,688,755 Minority interest - - - -

Total equity 171,544,456 151,992,341 197,859,680 193,688,755 NON-CURRENT LIABILITIES Long term borrowings 7 41,672,921 19,625,556 25,487,998 - Deferred tax liabilities 8 2,754,707 2,532,707 - - Finance lease liabilities 9 506,455 590,594 - - Total non-current liabilities 44,934,083 22,748,857 25,487,998 - 216,478,539 174,741,198 223,347,678 193,688,755 Represented by:- PROPERTY, PLANT AND EQUIPMENT 10 153,979,654 157,402,771 - - PREPAID LAND LEASE PAYMENTS 11 6,516,464 6,993,668 - - INVESTMENT IN SUBSIDIARY COMPANIES 12 - - 256,430,002 256,430,002 INVESTMENT IN ASSOCIATE COMPANY 13 - - - - DEFERRED TAX ASSETS 8 251,000 614,649 - 508,649 GOODWILL 14 373,506 433,506 - -

FIXED DEPOSITS WITH LICENSED BANKS 15 4,638,731 2,550,998 - - CURRENT ASSETS Inventories 16 97,730,935 98,363,022 - - Trade receivables 17 8,016,551 7,218,271 - - Other receivables, deposits and prepayments 4,561,852 6,255,218 - - Amount due from subsidiary companies 18 - - - 55,000 Amount due from an associate company 19 713,382 - - - Tax recoverables 661,405 1,881,023 23,722 11,532 Fixed deposits with licensed banks - 540,000 - 200,000 Cash and bank balances 12,436,949 13,083,642 1,674,303 778,768 Non-current asset held for sale 20 162,386 - - - Total current assets 124,283,460 127,341,176 1,698,025 1,045,300

CURRENT LIABILITIES Trade payables 7,157,674 5,124,727 - - Other payables and accruals 6,561,078 6,817,676 1,161,224 1,555,760 Amount due to subsidiary companies 18 - - 26,431,000 704,840 Amount due to directors 21 3,192,409 - 2,902,409 - Short term borrowings 7 55,451,030 107,482,091 4,285,716 62,034,596 Finance lease liabilities 9 270,098 462,410 - - Tax payables 931,987 708,666 - - Total current liabilities 73,564,276 120,595,570 34,780,349 64,295,196

NET CURRENT ASSETS/(LIABILITIES) 50,719,184 6,745,606 (33,082,324) (63,249,896) 216,478,539 174,741,198 223,347,678 193,688,755


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

KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) INCOME STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 Note Group Company 2009 2008 2009 2008 RM RM RM RM Revenue 22 193,747,834 182,416,634 - - Cost of sales (122,529,526) (114,072,796) - - Gross profit 71,218,308 68,343,838 - - Other income 23 12,273,816 1,456,032 5,914,616 457,456 Selling and distribution expenses (3,252,255) (3,232,080) - - Administration expenses (52,024,951) (46,277,507) (838,511) (464,873) Other expenses (74,901) (606,843) - - Profit/(loss) from operations 28,140,017 19,683,440 5,076,105 (7,417) Finance costs 24 (2,033,733) (4,630,469) (336,464) (2,696,559) Share of loss of associate company (93,859) - - - Profit/(loss) before taxation 25 26,012,425 15,052,971 4,739,641 (2,703,976) Taxation 26 (6,477,104) (6,571,127) (568,716) (603,704) Net profit / (loss) for the financial year 19,535,321 8,481,844 4,170,925 (3,307,680)

Attributable to:- Equity holders of the company 19,552,945 - Minority interests (17,624) - 19,535,321 - Earnings per share (sen) - Basic 27(a) 11.5 6.7 - Diluted 27(b) - 4.4



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KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 Group Company

Profit/(loss) before taxation 26,012,425 15,052,971 4,739,641 (2,703,976)

Adjustments for: Allowances for obsolete inventories - 1,874,471 - - Allowance for obsolete inventories no longer required (1,874,471) - - - Amortisation 76,973 80,179 - - Allowance for doubtful debts 88,281 68,341 - - Bad debts written off 13,576 - - - Waiver of bond (5,000,000) - (5,000,000) - Depreciation 4,998,389 5,282,917 - - Goodwill written off 60,000 - - - (Gain)/loss on disposal of property, plant and equipment (3,757,067) 13,504 - - Interest expenses 2,033,733 4,630,469 336,464 2,696,559 Interest income (156,873) (144,532) (8,417) (2,456)Inventories written off 3,575,386 - - - Property, plant and equipment written off 2,672 85,972 - - Share of loss of investment in associate company 93,859 - - -

Operating profit/(loss) before working capital changes 26,166,883 26,944,292 67,688 (9,873) Changes in working capital:- Inventories (1,068,828) (11,567,095) - - Payables 1,776,349 (2,333,935) (394,536) 46,857 Receivables 793,229 (826,890) - - Subsidiary companies - - 25,781,160 (3,245,160) Associate company (713,382) - - - Cash generated from/(used in) operations 26,954,251 12,216,372 25,454,312 (3,208,176) Interest received 156,873 144,532 8,417 2,456 Interest paid (2,033,733) (4,630,469) (336,464) (2,696,559) Tax paid (4,430,952) (4,747,246) (72,257) (75,468) Net cash generated from/(used in) operating activities 20,646,439 2,983,189 25,054,008 (5,977,747) CASH FLOWS FROM INVESTING ACTIVITIES Dividend received - - - 8,516,719 Investment in associate company (93,859) - - - Proceeds from disposal of property, plant and equipment 6,476,325 211,684 - - Purchase of property, plant and equipment (Note A) (3,778,648) (8,106,807) - - Net cash generated from/(used in) investing activities 2,603,818 (7,895,123) - 8,516,719

CASH FLOW FROM OPERATING ACTIVITIES

2009 2008 2009 2008 RM RM RM RM


KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 (CONT'D) Group Company 2009 2008 2009 2008 RM RM RM RMCASH FLOWS FROM FINANCING ACTIVITIES Advance from directors 3,192,409 - 2,902,409 - Bankers' acceptances 488,000 1,197,000 - - Drawdown of term loans 30,000,000 16,463,244 30,000,000 - Placement of fixed deposits (2,087,733) (65,001) - - Payment of ICULS (2,034,536) (1,864,291) (2,034,596) (1,864,291) Repayment of finance lease liabilities (556,451) (353,350) - - Repayment of term loans (6,120,536) (17,248,978) (226,286) - Repayment of bond (55,000,000) - (55,000,000) - Revolving credits 4,400,000 - - - Trust receipts (6,431) (59,127) - - Net cash used in financing activities (27,725,278) (1,930,503) (24,358,473) (1,864,291) CASH AND CASH EQUIVALENTS Net changes (4,475,021) (6,842,437) 695,535 674,681 Brought forward 12,031,223 18,873,660 978,768 304,087 Carried forward (Note B) 7,556,202 12,031,223 1,674,303 978,768 NOTES TO CASH FLOW STATEMENTS A. PROPERTY, PLANT AND EQUIPMENTS During the financial year, the Group acquired property, plant and equipment with an aggregate cost of RM4,058,648 (2008: RM8,411,807) of which RM280,000 (2008: RM305,000) were acquired by means of hire purchase. Cash payments of RM3,778,648 (2008: RM8,106,807) were made to purchase the property, plant and equipment. B. CASH AND CASH EQUIVALENTS COMPRISE OF :- Group Company 2009 2008 2009 2008 RM RM RM RM Fixed deposits with licensed banks - 540,000 - 200,000 Bank overdrafts (4,882,286) (1,592,419) - - Cash and bank balances 12,436,949 13,083,642 1,674,303 778,768 Effect of exchange rate changes 1,539 - - - 7,556,202 12,031,223 1,674,303 978,768


KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 Group Company

Profit/(loss) before taxation 26,012,425 15,052,971 4,739,641 (2,703,976)

Adjustments for: Allowances for obsolete inventories - 1,874,471 - - Allowance for obsolete inventories no longer required (1,874,471) - - - Amortisation 76,973 80,179 - - Allowance for doubtful debts 88,281 68,341 - - Bad debts written off 13,576 - - - Waiver of bond (5,000,000) - (5,000,000) - Depreciation 4,998,389 5,282,917 - - Goodwill written off 60,000 - - - (Gain)/loss on disposal of property, plant and equipment (3,757,067) 13,504 - - Interest expenses 2,033,733 4,630,469 336,464 2,696,559 Interest income (156,873) (144,532) (8,417) (2,456)Inventories written off 3,575,386 - - - Property, plant and equipment written off 2,672 85,972 - - Share of loss of investment in associate company 93,859 - - -

Operating profit/(loss) before working capital changes 26,166,883 26,944,292 67,688 (9,873) Changes in working capital:- Inventories (1,068,828) (11,567,095) - - Payables 1,776,349 (2,333,935) (394,536) 46,857 Receivables 793,229 (826,890) - - Subsidiary companies - - 25,781,160 (3,245,160) Associate company (713,382) - - - Cash generated from/(used in) operations 26,954,251 12,216,372 25,454,312 (3,208,176) Interest received 156,873 144,532 8,417 2,456 Interest paid (2,033,733) (4,630,469) (336,464) (2,696,559) Tax paid (4,430,952) (4,747,246) (72,257) (75,468) Net cash generated from/(used in) operating activities 20,646,439 2,983,189 25,054,008 (5,977,747) CASH FLOWS FROM INVESTING ACTIVITIES Dividend received - - - 8,516,719 Investment in associate company (93,859) - - - Proceeds from disposal of property, plant and equipment 6,476,325 211,684 - - Purchase of property, plant and equipment (Note A) (3,778,648) (8,106,807) - - Net cash generated from/(used in) investing activities 2,603,818 (7,895,123) - 8,516,719

2009 2008 2009 2008 RM RM RM RM

NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2009

Notes To The Financial Statements

1. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTSThe financial statements of the Group and of the Company have been prepared in accordance with the provisions of the Companies Act, 1965 in Malaysia and Financial Reporting Standards issued by Malaysian Accounting Standard Board (“MASB”).

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIESThe Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its risks. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s guidelines are not to engage in speculative transactions.

The main areas of financial risks faced by the Group and the policy in respect of the major areas of treasury activity are set out as follows:-

(a)

(b)

(c)

(d)

(e)

Foreign currency riskThe Group is exposed to foreign currency risk as a result of its normal external trading activities where the currency denomination differs from the local currency, Ringgit Malaysia (“RM”). The Group’s guidelines are to minimise the exposure to foreign currency risk by monitoring and approving requisitions which involve foreign currencies.

Interest rate riskThe Group’s exposure to the risk of changes in the interest rates relates primarily to the Group’s bank borrowings from licensed banks. The Group’s policy is to manage its interest costs by obtaining the most favourable interest rates on its borrowings. Surplus funds of the Group are invested with licensed bank such as fixed deposits to generate interest income.

Credit riskThe credit risk is controlled by the application of credit approvals, limits and monitoring procedures and an internal credit review is conducted if the credit risk is material.

Market riskFor key product purchases, the Group establishes floating price levels that the Group considers acceptable and enters physical supply to achieve these levels. The Group does not face significant exposure from the risk of changes in price levels.

Liquidity and cash flow risksThe Group seeks to achieve a balance between certainty of funding even in difficult times for the markets of the Group and a flexible, cost-effective borrowing structure. This is to ensure that at the minimum, all projected net borrowing needs are covered by committed facilities. Also, the objective for debt maturity is to ensure that the amount of debt maturing in any one year is not beyond the Group’s means to repay and refinance.


Notes To The Financial Statements (Cont’d)

3. SIGNIFICANT ACCOUNTING POLICIES(a)

(b)

Accounting convention

The financial statements of the Group and of the Company have been prepared under the historical cost convention, unless otherwise indicated in the other significant accounting policies.

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

Adoption of Revised Financial Reporting Standards (“FRSs”)

The following are standards and IC Interpretations which are not yet effective and have not been early adopted by the Group and the Company:- 1)

2)

3)

4)

5)

6)

7)

8)

9)

Amendments to FRS 1

FRS 1 (#)

Amendments to FRS 1 (@)

Amendments to FRS 2

Amendments to FRS 2 (#)

FRS 3 (#)

FRS 4

Amendment to FRS 5

Amendments to FRS 5 (#)

- First-time Adoption of Financial Reporting Standards

- First-time Adoption of Financial Reporting Standards

- Limited Exemption from Comparative FRS 7 Disclosure for First-time Adopters- Share-based Payment-Vesting conditions and Cancellations

- Share-based Payment

- Business Combinations

- Insurance Contracts

- Non-current Assets Held for Sale and Discontinued Operations - Non-current Assets Held for Sale and Discontinued Operations


3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)


(b) Adoption of Revised Financial Reporting Standards (“FRSs”) (cont’d)

10) FRS 7 Financial Instruments: Disclosures11) Amendment to FRS 7 Financial Instruments: Disclosures12) Amendment to FRS 7 (@) Improving Disclosures about Financial Instruments13) FRS 8 Operating Segments14) Amendment to FRS 8 Operating Segments15) FRS 101 Presentation of Financial Statements (Revised)16) Amendment to FRS 107 Statement of Cash Flows (formerly known as Cash Flow Statements)17) Amendment to FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors 18) Amendment to FRS 110 Events after the Reporting Period (formerly known as Events after the Balance Sheet Date) 19) Amendment to FRS 116 Property, Plant and Equipment20) Amendment to FRS 117 Leases21) Amendment to FRS 118 Revenue22) Amendment to FRS 119 Employee Benefits23) Amendment to FRS 120 Accounting for Government Grants and Disclosure of Government Assistance 24) FRS 123 Borrowing Costs 25) Amendment to FRS 123 Borrowing Costs26) Amendments to FRS 127 Consolidated and Separate Financial Statements27) FRS 127 (#) Consolidated and Separate Financial Statements28) Amendment to FRS 128 Investments in Associates29) Amendment to FRS 129 Financial Reporting in Hyperinflationary Economies30) Amendment to FRS 131 Interests in Joint Ventures31) Amendment to FRS 132 Financial Instruments: Presentation 32) Amendment to FRS 132 (^) Financial Instruments: Presentation 33) Amendment to FRS 132 (@) Financial Instruments: Presentation 34) Amendment to FRS 134 Interim Financial Reporting35) Amendment to FRS 136 Impairment of Assets36) Amendments to FRS 138 Intangible Assets37) Amendments to FRS 138 (#) Intangible Assets38) FRS 139 Financial Instruments: Recognition and Measurement39) Amendment to FRS 139 Financial Instruments: Recognition and Measurement40) Amendment to FRS 140 Investment Property41) IC Interpretation 9 Reassessment of Embedded Derivatives42) Amendments to IC Reassessment of Embedded Derivatives Interpretation 9 (#) 43) IC Interpretation 10 Interim Financial Reporting and Impairment44) IC Interpretation 11 FRS 2 - Group and Treasury Share Transactions45) IC Interpretation 12 (#) Service Concession Arrangements46) IC Interpretation 13 Customer Loyalty Programmes47) IC Interpretation 14 FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction48) IC Interpretation 15 (#) Agreements for the Construction of Real Estate49) IC Interpretation 16 (#) Hedges of a Net Investment in a Foreign Operation50) IC Interpretation 17 (#) Distributions of Non-cash Assets to Owners

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FRS 4, Amendment to FRS 120, Amendment to FRS 129, Amendments to FRS 138, Amendments to FRS 138 (#), Amendments to FRS 140, IC Interpretation 11, 12 (#), 14, 15, and 17(#) are not expected to be relevant to the operations of the Group and of the Company. The directors anticipate that the other FRS, amendments to FRS and IC Interpretations will be adopted in the annual financial statements of the Group and of the Company for the financial year commencing 1 January 2010 and that the adoption of these new/revised FRS, amendments to FRS and IC Interpretations will have no material impact on the financial statements of the Group and of the Company in the period for initial application except for the following:


FRS 3 Business Combination

The revised standard continues to apply the acquisition method to business combinations, with some significant changes. All payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice to measure the non-controlling interest in the acquiree at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed.

All the above Amendments, IC Interpretations and FRSs will be effective for accounting period beginning on or after 1 January 2010, other than FRS 8, those marked with (^), (#) and (@) which will be applicable to accounting period beginning on or after 1 July 2009, 1 March 2010, 1 July 2010 and 1 January 2011 respectively. Existing FRS1, FRS3, FRS127 as well as FRS2012004 will be withdrawn upon adoption of new requirements effective from 1 July 2010.


(b) Adoption of Revised Financial Reporting Standards (“FRSs”) (cont’d)

FRS 7 and the consequential Amendment to FRS 101 - Presentation of Financial Statements require disclosure of information about the significance of financial instruments for the Group’s and of the Company’s financial position and performance, nature and extent of risks arising from financial instruments and the objectives, policies and processes for managing capital

FRS 7 Financial Instruments: Disclosures

FRS 8, which replaces FRS 1142004 - Segment Reporting, requires the identification of operating segments based on internal reports that are regularly reviewed by the Group’s chief operating decision maker in order to allocate resources to the segments and to assess their performance. Currently, the Group identifies two sets of segments (business and geopgraphical) using a risks and rewards approach, with the Group’s system of internal financial reporting to key management personnel serving only as the starting point for the identification of such segments. As a result, following the adoption of FRS 8, the identification of the Group’s reportable segments may change.

FRS 123 eliminates the option available under the previous version of FRS 123 to recognise all borrowing costs immediately as an expense. The Group and the Company shall capitalise borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.

FRS 8 Operating Segments

FRS 123 Borrowing Costs


FRS 139 Financial Instruments: Recognition and Measurement

FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. By virtue of the exemption in paragraph 103AB of FRS 139, the impact on the financial statements upon first adoption of this standard as require by paragraph 30(b) of FRS 108, Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed, if any.

(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 and reported amounts of assets, liabilities, income and expenses and disclosures made. They are assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual result may differ from these estimates.

IC Interpretation 17 Distributions of Non-cash Assets to Owners

This interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. The Company should measure the dividend payable at the fair value of the assets to be distributed when the dividend is appropriately authorised and is no longer at the discretion of the Company. On settlement of the dividend, the difference between the dividend paid and the carrying amount of the assets distributed is recognised in profit or loss. If the dividend remains unpaid at the end of the financial year end, the dividend payable carrying amount is reviewed with any changes recognised in equity.

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)b) Adoption of Revised Financial Reporting Standards (“FRSs”) (cont’d)


FRS 127 Consolidated and Separate Financial Statements

The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is remeasured to fair value, and a gain or loss is recognised in profit or loss. Losses are required to allocate to non-controlling interests, even if it results in the non-controlling interest to be in a deficit position.


Key sources of estimation on uncertaintyThe key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:-

Income taxes or Deferred tax liabilitiesThe Group is exposed to income taxes in numerous jurisdictions. Significant judgement is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognised tax liabilities 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 difference will impact the income tax and deferred tax provisions in the period in which such determination is made.



(c) Significant accounting estimates and judgements (cont’d)

Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences, unutilised tax losses, unabsorbed capital allowances and unused tax credits to the extent that it is probable that taxable profit will be available against which all deductible temporary differences, unutilised tax losses, unabsorbed capital allowances and unused tax credits can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

Depreciation of property, plant and equipment

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

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

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

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

Allowance for inventoriesReviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revision to the valuation of inventories.



(d) Basis of consolidation

The consolidated financial statements comprises the financial statements of the Company and its subsidiary companies as at the balance sheet date. The financial statements of the subsidiary companies are prepared for the same reporting date as the Company.

Acquisition of subsidiary companies are accounted for using the purchase method except for Kamdar (South) Sdn. Bhd., Kamdar Sdn. Bhd., Pusat Membeli-belah Kamdar Sdn. Bhd., Pusat Membeli-belah Kamdar (Penang) Sdn. Bhd. and Kesar Sdn. Bhd. Which are consolidated using merger method of accounting.

Under the purchase method of accounting, the results of subsidiary companies acquired are included in the consolidated income statements from the date on which the control is transferred to the Group and are no longer consolidated from the date that control ceases. The purchase method of accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued, plus any cost directly attributable to the acquisition.

Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represent goodwill. Any excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in the income statements

Under the merger method of accounting, the results of the subsidiary companies are accounted on a full year basis irrespective of the date of merger. The difference between the nominal value of shares issued as consideration for the merger and the nominal value of the shares received will be adjusted against reserves.

In preparing the consolidated financial statements, intragroup balances, transactions and unrealised gain or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for the like transaction and events in similar circumstances.

(e) Subsidiary companies

Subsidiary companies are entities over which the Group or the Company has the ability to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity.

In the Company’s separate financial statements, investments in subsidiary companies are stated at cost less impairment losses. Where an indication of impairment exists, the carrying amount of the subsidiary company is assessed and written down immediately to its recoverable amount. On disposal of such investment, the difference between net disposal proceeds and their carrying amounts is charged or credited to the income statements.




(f) Associate companyAn associate company is a company in which the Group or the Company has a long term equity interest of between 20 to 50 percent and is in the position to exercise significant influence over its financial and operating policies through management participation but not to exert control over those policies.

Investment in associate companies are accounted for in the consolidated financial statements using equity accounting which involves recognising in the income statement the Group’s share of the results of associate company based on audited or management financial statements of the associate company. The Group’s investments in associate company are carried in the balance sheet at an amount that reflects its share of the net assets of the associate company. Equity accounting is discontinued when the carrying amount of the investment in an associate company reaches zero, unless the Group has incurred obligations or guaranteed obligations in respect of the associate company.

Investment in associate company is stated at cost in the Company’s balance sheet. Where an indication of impairment exists, the carrying amount of the associate company is assessed and written down immediately to their recoverable amount.

(g) Goodwill

Goodwill acquired in a business combination is initially measured at cost. Subsequently, goodwill is measured at cost less any accumulated impairment losses. It is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

(h) Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.The policy for the recognition and measurement of impairment loss is in accordance with Note 3 (y).



Freehold land is not depreciated. All other property, plant and equipment are depreciated over their estimated useful lives to write off the cost of each property, plant and equipment. The principal annual rates of depreciation used are as follows:-

Long term leasehold buildingBuildingsPlant and machineryFurniture and fittings Electrical fittings Office equipment, air conditioners, signboards and renovation Computer equipmentElectrical lift Motor vehicles

over remaining lease period 2%

10%5% – 10%

7.5% – 10%

5% – 50%20%

7.5% – 10%10% – 20%

Restoration cost relating to an item of property, plant and equipment is capitalised only if such expenditure is expected to increase the future benefits from the existing property, plant and equipment beyond its previously assessed standard of performance.



Property, plant and equipment and depreciation (cont’d)

Property, plant and equipment are written down to recoverable amount if, in the opinion of the Directors, it is less than their carrying value. Recoverable amount is the net selling price of the property, plant and equipment i.e. the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal.

The residual values, useful life and depreciation method are reviewed at each balance sheet date to ensure that the amount, method and period of depreciation are consistent with previous estimates and expected pattern of consumption of future economic benefits embodied in the items of property, plant and equipment. If expectations differ from previous estimates, the changes are accounted for as a charge in an accounting estimate.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in profit or loss.


(i) Non-Current Assets Held for Sale and Discontinued Operations



Disposal groups or non-current assets are deemed to be held for sale if their carrying amount is recovered principally through a sale transaction rather than through continuing use.

A component of the Group is classified as discontinued operation when the criteria to be classified as held for sale have been met or it has been disposed off and such a component represents a separate major line of business or geographical area of operations, is part of a single co-ordinate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale.

Classification of the asset (or disposal group) as held for sale occurs only when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary and sale must be highly probable. Management must be committed to a plan to sell the assets which are expected to qualify for recognition as a completed sale within one year from the date of classification. Action required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn.

Immediately before the initial recognition of the asset (or disposal group) as held for sale, the carrying amounts of the assets (or all the assets and liabilities in the Group) are measured in accordance with the applicable FRSs. Upon classification as held for sale, a non-current assets and disposals group is measured at the lower of carrying amount and fair value less costs to sell and is not depreciated. Any differences are recognised in the income statement.

(j) Inventories

Inventories are stated at the lower of cost and net realisable value less allowance for obsolete and slow moving items. Cost includes an appropriate portion of freight charges and custom duties and generally determined on a first-in-first out basis.

(k) Provisions for liabilities

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

(l) Receivables

Trade and other receivables are carried at anticipated realisable value. Known bad debts are written off and specific allowance is made for debts which are considered doubtful of collection.

(m) PayablesTrade and other payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.

(n) Revenue recognitionRevenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably.

i) Sale of goodsRevenue relating to sale of goods is recognised net of sales returns and discounts upon the transfer of risks and rewards.

ii) Rental income Revenue from property investment is recognised based on rental received and receivable from letting of properties.



(n) Revenue recognition (cont’d)iii) Interest income

Interest income is recognised on a time proportion basis that reflects the effective yield on the asset.

iv) Dividend incomeDividend income is recognised when the right to receive payment has been established and no significant uncertainty existed with regard to its receipt.

(o) Foreign currency conversion and translation

The financial statements are presented in Malaysia Ringgit, which is also the functional currency of the holding company.

Transactions in foreign currencies are recorded in Ringgit Malaysia at rates of exchange ruling at the date of the transactions. Foreign currency monetary assets and liabilities are translated at exchange rates ruling at balance sheet date.

The assets and liabilities of the foreign entities, including goodwill and fair value adjustments arising on the acquisitions, are translated to Ringgit Malaysia at the closing rates at the balance sheet date. The operating results are translated to Ringgit Malaysia at the exchange rates at the average rates during the financial year.

Gains and losses resulting from settlement of such transactions and conversion of monetary assets and liabilities, whether realised or unrealised, are included in the income statement as they arise.

Financial statements of foreign consolidated subsidiary companies are translated at year-end exchange rates with respect to the assets and liabilities. All resulting translation differences are included in the foreign exchange reserve in shareholders’ equity.

On disposal of a foreign entity, the cumulative amount of exchange differences deferred in equity relating to that foreign entity is recognised in the income statement as a component of the gain or loss on disposal.

All other foreign exchange differences are taken to the income statement in the financial year in which they arise.

The principal closing rates of exchange of the foreign currencies applicable in the preparation of the financial statements were as follows:-

1 US Dollar 1 Brunei Dollar1 South African Rand

2009RM

3.422.430.46

2008RM

3.47--




(p) Equity instrumentsOrdinary shares are classified as equity which are recorded at the nominal value and proceeds in excess of the nominal value of shares issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified as equity. Dividends on ordinary shares are recognized as liabilities when declared.

The transaction costs of an equity transaction which comprise only those incremental external costs directly attributable to the equity transaction are accounted for as a deduction from equity, net of tax, from the proceeds.

(q) Income taxIncome tax on the profit or loss for the financial year comprises current and deferred tax. Current tax expense 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 liabilities and assets are provided for under the liability method at the current tax rate in respect of all temporary differences at the balance sheet date between the carrying amount of an asset or liability in the balance sheet and its tax base including unused tax losses and capital allowances.

Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. The carrying amount of a deferred tax asset is reviewed at each balance sheet date. If it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or that entire deferred tax asset to be utilised, the carrying amount of the deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable profit will be available, such reductions will be reversed to the extent of the taxable profit.

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.

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

(r) Financial instrumentsFinancial instruments carried on the balance sheets include cash and bank balances, investments, receivables, payables, bank borrowings and convertible loan stocks. The particular recognition methods adopted are disclosed in the individual accounting policy statements associated with each item.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrumentclassified as liability are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.



(s) Convertible loan stocks


Convertible loan stocks are regarded as compound instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible loan stocks. The differences between the proceeds of issue of the convertible loan stocks and the fair value assigned to the liability component, representing the conversion option is included in the shareholders’ equity. The liability component is subsequently stated at amortised cost using the effective interest rate method until extinguished on conversion whilst the value of the equity component is not adjusted in subsequent periods. Attributable transaction costs are apportioned and deductible directly from the liability and equity component based on their carrying amounts at the date of issue.

Under the effective interest rate method, the interest expense on the liability component is calculated by applying the prevailing market interest rate for a similar non-convertible loan stocks to the instrument. The difference between this amount and the interest paid is added to the carrying value of the convertible loan stocks.

(t) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, bank balances, demand deposits, fixed deposits pledged to financial institutions, bank overdrafts and short term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

u) Employee benefits

(i) Short term benefitsWages, salaries, bonuses and social security contributions are recognised as an expense in the period 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 compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plans

Obligations for contributions to defined contribution plans such as Employees Provident Fund (“EPF”) are recognised as an expense in the income statement as incurred.

(v) Intersegment transfers

Segment revenues, expenses and result include transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar goods to parties outside of the economic entity at an arm’s length transactions. These transfers are eliminated on consolidation.

(w) Assets acquired under lease agreements

Accounting by lesseesFinance leasesThe cost of property, plant and equipment acquired under hire purchase arrangements are capitalised.The depreciation policy on these property, plant and equipment is similar to that of the Group’s property , plant and equipment depreciation policy. Outstanding obligations due under the hire purchase arrangements after deducting finance expenses are included as liabilities in the financial statements. Finance charges on hire purchase agreements are allocated to income statement over the period of the respective agreements.




(x) Interest-bearing borrowingsInterest-bearing borrowings are recorded at the amount of proceeds received net of transaction cost. Borrowing costs are charged to the income statement as an expense in the period in which they are incurred.

(y) Impairment of assetsAt each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication of impairment. Intangible asset with indefinite useful life such as goodwill is tested for impairment annually at financial year end or more frequently if events or changes in circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level.

If any such indication exists, or when annual impairment testing for an asset is required, the recoverable amount is estimated and an impairment loss is recognised whenever the recoverable amount of the asset or a cash-generating unit is less than its carrying amount. Recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset.

An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset.

An assessment is made at each balance sheet date as to whether there is any indication that previously recognised impairment losses for an asset other than goodwill may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior financial years.

All reversals of impairment losses are recognised as income immediately in the income statement unless the asset is carried at revalued amount, in which case the reversal in excess of impairment loss previously recognised through the income statement is treated as revaluation increase. After such a reversal, the depreciation charge is adjusted in future periods to allocate the revised carrying amount of the asset, less any residual value, on a systematic basis over its remaining useful life.

An impairment loss recognised for goodwill shall not be reversed in a subsequent period.

(z) Repairs and maintenanceRepairs and maintenance are charged to the income statement as and when incurred. Major renewals and improvements which extended the useful lives of plant and equipment are capitalised.

(aa) DividendsDividends on ordinary shares are accounted for in shareholders’ equity as an appropriation of unappropriated profits in the financial period in which they are declared and approved.




4. PRINCIPAL ACTIVITIES AND GENERAL INFORMATION

The principal activity of the Company is investment holding. The principal activities of its subsidiary companies and associate company are disclosed in Note 112 and 13 to the Financial Statements.

There have been no significant changes in the nature of these activities of the Company and its subsidiary companies and associate company during the financial year.

The Company is a public limited liability company, incorporated 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 Level 15-2, Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur. The principal place of business of the Company is located at 113, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur.

The financial statements were authorised for issue by the Board of Directors in accordance with a Resolution of the Directors on 27 April 2010.



5. SHARE CAPITAL Group and Company

2009 RM

2008 RM

Authorised: Ordinary shares of RM1 each At beginning/end of financial year 500,000,000 500,000,000 Issued and fully paid: Ordinary shares of RM1 each At beginning of financial year 126,235,102 126,142,802 Ordinary shares issued during the financial year: Pursuant to conversion of ICULS

71,754,900

92,300

At end of financial year 197,990,002 126,235,102

6. RESERVES

rou 2009 2008 2009 2008 RM RM RM RM Share premium 110,000 110,000 - - ICULS (equity component) (Note 29)

-

65,545,437

-

65,545,437

Merger reserve (176,580,000) (176,580,000) - - Capital reserve 2,290,014 2,290,014 - - Translation reserve (830) - - - Total non-distributable

(174,180,816)

(108,634,549)

-

65,545,437

Retained profits

147,735,270

134,391,788

(130,322)

1,908,216

( 26,445,546) 25,757,239 (130,322) 67,453,653

7. BORROWINGS

Short Term Borrowings Group Company

2009 2008 2009 2008 RM RM R M RM

Secured: Bankers’ acceptances 37,573,000 37,085,000 - - Bank overdrafts 4,882,286 1,592,419 - - Revolving credit 4,400,000 - - - Term loans 8,555,372 6,723,273 4,285,716 - Trust receipt 40,372 46,803 - -

55,451,030

45,447,495

4,285,716 -

Unsecured: ICULS (liability component) (Note 29) Bond (Note 30)

- -

2,034,596 60,000,000

- -

2,034,596 60,000,000

55,451,030

107,482,091

4,285,716

62,034,596



G p Company


7. BORROWINGS (CONT’D)


Long Term Borrowings Group Company

2009 2008 2009 2008 M RM RM RM

Secured: Term loans

41,672,921

19,625,556

25,487,998

-

Total Borrowings Bankers’ acceptances 37,573,000 37,085,000 - - Bank overdrafts 4,882,286 1,592,419 - - Revolving credit 4,400,000 - - - Term loans 50,228,293 26,348,829 29,773,714 - ICULS (liability component) (Note 29)

-

2,034,596

-

2,034,596

Trust receipts 40,372 46,803 - - Bonds (Note 30) - 60,000,000 60,000,000

97,123,951

127,107,647

29,773,714

62,034,596 Maturity of borrowings: Within one year 55,451,030 107,482,091 4,285,716 62,034,596 More than 1 year and less than 5 years

34,316,428

17,278,008

21,428,580

-

After 5 years 7,356,493 2,347,548 4,059,418 -

97,123,951

127,107,647

29,773,714

62,034,596

-

The bankers’ acceptances, bank overdrafts, revolving credits and trust receipts of the Group are secured by:

(a) fixed charge over certain subsidiary companies’ landed properties;(b) negative pledge over the assets of certain subsidiary companies;(c) a pledge of fixed deposits of a subsidiary company; (d) joint and several guarantees by the Directors; and(e) corporate guarantee by the Company and its subsidiary company.

The secured term loans of the Group are secured by:

(a) legal charge on certain subsidiary companies’ landed properties;(b) assignment of rental proceeds over the abovementioned properties; (c) joint and several guarantees by the Directors; and(d) corporate guarantee by the Company.

The secured term loan of the Company is secured by:a) legal charge on certain subsidiary companies’ landed properties.

R

8. DEFERRED TAX ASSETS/(LIABILITIES)

Group Company 2009 RM

2008 RM

2009 RM

2008 RM

At beginning of financial year (1,918,058) (1,185,694) 508,649 (1,978,647) Recognised in income statements (Note 26)

(585,649)

(732,364)

(508,649)

2,487,296

At end of financial year (2,503,707) (1,918,058) - 508,649

Presented after appropriate offsetting as follows:-

Group Company 2009

RM 2008

RM 2009

RM 2008

RM

Deferred tax assets 251,000 614,649 - 508,649 Deferred tax liabilities (2,754,707) (2,532,707) - -

(2,503,707) (1,918,058) - 508,649

The components of deferred tax assets and liabilities during the financial year prior to offsetting are as follows:-

Group Company 2009

RM 2008

RM 2009

RM 2008

RM ICULS (equity component) - 508,649 - 508,649 Excess of property, plant and equipment’s carrying amounts over its tax base

-

106,000

-

- Unutilised tax losses 170,000 - - - Unabsorbed capital allowances 81,000 - - -

251,000 614,649 - 508,649

Group Company 2009

RM 2008

RM 2009

RM 2008

RM Fair value adjustment in acquisition of subsidiary companies

635,400

635,400

-

- Excess of property, plant and equipment’s carrying amounts over its tax base

2,119,307

1,897,307

-

-

2,754,707 2,532,707 - -

Deferred tax liabilities

Deferred tax assets



-

-

9. FINANCE LEASE LIABILITIES



Group2009RM

2008RM

308,382 480,220551,843 661,955

860,225 1,142,175 ( 83,672) ( 89,171)

776,553 1,053,004

270,098 462,410506,455 590,594

776,553 1,053,004

Payable within 1 year Payable after 1 year but not later than 5 years

Less: Interest in suspense

Present value of finance lease liabilities - within 1 year - after 1 year but not later than 5 years

Group Company 2009 RM

2008 RM

2009 RM

2008 RM

At beginning of financial year (1,918,058) (1,185,694) 508,649 (1,978,647) Recognised in income statements (Note 26)

(585,649)

(732,364)

(508,649)

2,487,296

At end of financial year (2,503,707) (1,918,058) - 508,649

Presented after appropriate offsetting as follows:-

Group Company 2009

RM 2008

RM 2009

RM 2008

RM

Deferred tax assets 251,000 614,649 - 508,649 Deferred tax liabilities (2,754,707) (2,532,707) - -

(2,503,707) (1,918,058) - 508,649

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52,7

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8,97

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10,8

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1,82

2,93

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12,5

58,6

28

66,7

74,8

03

69,3

08,5

32

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R

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11,3

37,5

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2,66

6,69

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14,0

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13,5

04,2

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676,

696

189,

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865,

855

185,

154

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12,4

81,5

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38,3

59

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5,80

1,82

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5,80

1,82

3

1,16

0,36

2 11

6,03

6 - -

1,27

6,39

8

116,

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1,39

2,43

4

4,40

9,38

9

4,52

5,42

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M

RM

2,11

5,23

1 4

,792

,256

25

,363

,896

18

2,23

8,86

5 14

0,67

0 73

7,93

2 4,

866,

507

8,41

1,80

7 -

(913

,654

) (

9,64

1)

(923

,295

) -

- (1

65,4

61)

(165

,461

)

2,25

5,90

1 4

,616

,534

30,

055,

301

189,

561,

916

91,0

83

492,

354

3,47

5,21

1 4,

058,

648

- (1

33,6

46)

(18,

756)

(2

,541

,987

) (3

,380

) -

(9,3

75)

(12,

755)

-

- -

(183

,312

) -

155

3,2

63

3,41

8

2,34

3,60

4 4,

975,

397

33,

505,

644

190,

885,

928

958,

691

2,55

3,88

0 13

,324

,945

27

,653

,824

14

3,02

0 - 55

5,90

7 (6

93,6

67)

2,44

2,92

7 (4

,440

) -

(79,

489)

(7

9,48

9)

1,10

1,71

1 2,

416,

120

15,6

83,9

43

32,1

59,1

45

138,

419

549,

156

2,18

6,69

4 4,

998,

389

- (1

22,7

11)

(11,

049)

(2

20,5

29)

- -

(10,

083)

(1

0,08

3)

- -

(20,

926)

-

- 27

8 27

8

1,24

0,13

0 2,

842,

565

36,9

06,2

74

1,10

3,47

4 2,

132,

832

15,6

55,8

61 15

3,97

9,65

4

1,15

4,19

0 2,

200,

414

14,3

71,3

58

157,

402,

771

RM

KA

MD

AR

GR

OU

P (M

) BH

D55

Cha

rge

for t

he fi

nanc

ial y

ear

Dis

posa

l

(20,

926)

1,02

2,73

417

,849

,783

5,28

2,91

7

-

-

Add

ition

s

5,80

1,82

3

(698

,107

)

At

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


(i)

(ii)

Net book value of certain land and buildings of the subsidiary companies amounting to RM57,035,926 (2008: RM58,241,182) are charged to licensed banks as security for banking facilities granted to the subsidiary companies.

Title deeds of land and building of certain subsidiary companies costing RM19,886,594 (2008: RM15,852,772) are yet to be transferred to the respective subsidiary companies.

(iii) Included in property, plant and equipment of the Group are motor vehicles with net book value of RM1,306,225 (2008: RM1,584,292) held under hire purchase arrangements.

11. PREPAID LAND LEASE PAYMENTS

Group

Cost/ Valuation 2009 RM

2008 RM

At beginning of financial year 7,480,784 7,480,784 Disposal (424,222) -

At end of financial year

7,056,562 7,480,784

Accumulated amortization

At beginning of financial year 487,116 406,937

Amortisation charged to income statements

76,973 80,179

Disposal

(23,991) -

At end of financial year 540,098 487,116

Analysed as:-

Long term leasehold land

6,516,464 6,993,668

Leasehold land with an aggregate carrying amount of RM3,053,672 (2008: RM2,917,350) are pledged as securities for borrowings.


12. INVESTMENT IN SUBSIDIARY COMPANIES


Company 2009

RM 2008

RM Unquoted shares, in Malaysia

At cost 256,430,002 256,430,002

A detailed list of subsidiary companies incorporated in Malaysia are as follows:-

Name of company

% effective equity interest

Principal activities

Country of incorporation

2009 2008 Kamdar Sdn. Bhd. 00 1 00 Retail of textile and textile-based products Malaysia Pusat Membeli-belah Kamdar Sdn. Bhd.

100 100 Retail of textile and textile-based products Malaysia

Pusat Membeli-belah Kamdar (Penang) Sdn. Bhd.

100 100 Retail of textile and textile-based products Malaysia

Kamdar (South) Sdn. Bhd. 00 1 00 Retail of textile and textile-based products Malaysia Kesar Sdn. Bhd. 100 100 Importers, exporters, retailer and wholesaler

of textile and textile-based products Malaysia

Kamdar Holdings Sdn. Bhd. 100 100 Letting out of properties Malaysia Kamdar Stores Sdn. Bhd. 100 100 Letting out of properties Malaysia Mint Saga (M) Sdn. Bhd. 100 100 Warehouse and distribution centre Malaysia Kamdar (B) Sdn. Bhd. 100 100 Property investments Malaysia

Held by Pusat Membeli-Belah Kamdar Sdn. Bhd.

Beauty Gallant Sdn. Bhd. 100 100 Letting out of properties Malaysia Held by Kesar Sdn. Bhd.

Orisea Trade Sdn. Bhd. 100 100 Letting moveable and immovable assets Malaysia Held by Kamdar (B) Sdn. Bhd.

70 - Retail of textile and textile-based products Brunei

1

1

13. INVESTMENT IN ASSOCIATE COMPANY Group and Company

2009 RM

2008 RM

Unquoted shares, at cost 93,859 - Less: Share of post acquisition result (93,859) -

- - Share of net assets (55,380)

-


* Kamdar (Bru) Sdn. Bhd. * Company not audited by SJ Grant Thornton

G

13. INVESTMENT IN ASSOCIATE COMPANY (CONT’D)

Group and Company 2009

RM 2008

RM

The summarised results of the associate is as follow:

Revenue 615,168 - Expenses (751,582) - Taxation (1,465) -

(137,879) -


Details of associate company are as follow :-

Name of company

% effective equity interest

Principal activities

Country of incorporation

2009 2008 Held by Kamdar South Sdn. Bhd.

* Mayfair Fabrics and Linen

(Proprietary) Limited (formerly known as Forlor (Proprietary) Limited)

45 - Retail of textile and textile-based products

South Africa

* Company not audited by SJ Grant Thornton

14. GOODWILL Group 2009

RM 2008

RM

At beginning of financial year 433,506 433,506 Written off (60,000) -

At end of financial year 373,506 433,506

15. FIXED DEPOSITS WITH LICENSED BANKS Group

The fixed deposits with licensed banks have been pledged to licensed bank as security for banking facilities granted to a subsidiary company.


G

- -

-

(

16. INVENTORIES


Group

Inventories consist of textiles and textile-based products for sale

Group 2009

RM

2008 RM

At cost:- Textiles and textiles based products 97,730,935 100,237,493 Less: Allowance for obsolete inventories - (1,874,471)

97,730,935 98,363,022

17. TRADE RECEIVABLES Group 2009

RM

2008 RM

Trade receivables 8,113,112 7,226,551 Less: Allowance for doubtful debts (96,561) (8,280)

8,016,551 7,218,271

Credit terms for trade receivables range from 30 to 120 days.

18. AMOUNT DUE FROM/(TO) SUBSIDIARY COMPANIES

Company

The amount due from/(to) subsidiary companies are unsecured, interest free and have no fixed term of repayment.

19. AMOUNT DUE FROM AN ASSOCIATE COMPANY Group 2009

RM

2008 RM

Amount due from an associate company - trade 92,004 - - advances 621,378 -

713,382 -


19. AMOUNT DUE FROM AN ASSOCIATE COMPANY (CONT’D)


The trade amount due from an associate company is unsecured, interest free and has no fixed term of repayment.

The advances to an associate company are subject to 8% (2008: Nil) per annum and are repayable on each financial year end. The advances are subordianted in favour of creditors until the associate company returns to solvent position.

20. NON-CURRENT ASSET HELD FOR SALE

The non-current asset classified as held for sale as at 31 December 2009 is as follow:-

Freehold building

Group RM Cost As at 31.12.2009 183,312 Accumulated depreciation As at 31.12.2009 (20,926) Carrying amount as at 31.12.2009 162,386

21. AMOUNT DUE TO DIRECTORS

The amount due to Directors are unsecured, interest free and have no fixed term of repayment.

22. REVENUE

Group Company 2009

RM 2008

RM 2009

RM 2008

RM Sales of goods 193,747,834 182,416,634 - -

Group Company 2009

RM 2008

RM 2009

RM 2008

RM Allowance for obsolete inventories no longer required

1,874,471

-

-

-

Waiver of bond 5,000,000 - 5,000,000 - Bond interest waived 366,199 - 366,199 - Gain on disposal of property plant and equipment

3,758,500

-

-

-

Interest income 156,873 149,475 8 ,417 2 Insurance claim 84,705 160,479 - - Machine collection 5,859 - - Other Income Realised gain on foreign exchange

2,128

34,656

99,128

78,147

540,000

-

455,000

- Rental Income 990,425 974,115 - -

12,273,816 1,456,032 5,914,616 457,456

2,456

3,688


23. OTHER INCOME

24. FINANCE COSTS


Group Company 2009

RM 2008

RM 2009

RM 2008

RM Interest expense: - ICULS - Bonds

113,031 -

289,984 2,406,575

113,026 -

289,984 2,406,575

- term loans 1,346,808 1,548,522 223,438 - - bank overdrafts and revolving

credits

526,987

291,523

-

- - finance payable 46,907 52,704 - - - bankers acceptance - 41,161 - -

2,033,733 4,630,469 336,464 2,696,559

25. PROFIT/(LOSS) BEFORE TAXATION Profit/(loss) before taxation has been determined after charging amongst other items the following:-

Group Company 2009

RM 2008

RM 2009

RM 2008

RM

Allowances for obsolete inventories

-

1,874,471

-

-

Amortisation 76,973 80,179 - - Audit fee - current year 160,573 128,000 15,000 15,000 - under provided in prior financial year

16,282

13,740

3,000

3,000

Allowance for doubtful debts 88,281 - - - Bad debts written off 13,576 68,341 - - Depreciation 4,998,389 5,282,917 - - Directors’ remuneration - fees 218,981 121,200 153,981 121,200 - other emoluments 3,330,697 3,029,853 25,000 18,000

Goodwill written off 60,000 - - - Inventories written off 3,575,386 - - - Rental expenses 6,911,505 3,697,174 - - Loss on disposal of property, plant and equipment

1,433

13,504

-

-

Property, plant and equipment written off

2,672

85,972

-

-

The estimated monetary value of benefits provided to the Directors of the Group during the financial year amounted to RM123,400 (2008: RM114,883).


F


The details of Directors’ remunerations of the Group and of the Company are as follows:-

Group Company

2009 RM

2008 RM

2009 RM

2008 RM

Executive Directors - Salary & Bonus 2,965,905 2 ,703,593 - - - Fees 65,000 - - - - Contribution to defined

benefit plan

339,792

308,260

-

- - Meeting allowance 16,000 12,000 16,000 1 2,000 Non Executive Directors - Fees 153,981 121,200 153,981 121,200 - Meeting allowance 9,000 6,000 9,000 6,000

3,549,678 3 ,151,053 178,981 139,200

25. PROFIT/(LOSS) BEFORE TAXATION (CONT’D)


26. TAXATION Group Company

2009 RM

2008 RM

2009 RM

2008 RM

Income tax:- Provision for current financial year

5,552,642

5,843,140

86,450

3,091,000

Under / (over) provision in prior financial year

338,813

(4,377)

(26,383)

-

5,891,455 5,838,763 60,067 3,091,000

Deferred tax:- Relating to origination and reversal of temporary

differences (Note 8)

77,000

215,300

-

(2,992,360) Relating to crystallisation of deferred tax asset (Note 8)

508,649

505,064

508,649

505,064

Underprovision in previous financial year (Note 8)

-

12,000

-

-

585,649 732,364 508,649 (2,487,296)

6,477,104 6,571,127 568,716 603,704


(i) Directors of the Group


26. TAXATION (CONT’D)

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 tax rate of the Group and of the Company is as follows:-

G roup Company

2009 RM

2008 RM

2009 RM

2008 RM

Profit / (loss) before taxation

26,012,425

15,052,971

4,739,641

(2,703,976)

Income tax at rate of 25% (2008: 26%)

6,503,106

3,913,771

1,184,910

(703,034)

Tax effect in respect of : Non-allowable expenses 1,950,652 2,654,680 751,739 1,306,738 Effect of income subject to the tax rate of 20% for small - medium enterprise

-

(90,000)

-

-

Expenses subject to double deduction

-

(3,100)

-

-

Income not subject to tax Changes in tax rate

(2,315,467) -

(36,305) 43,258

(1,341,550) -

- -

Current financial year tax expense

6,138,291

6,482,304

595,099

603,704

Under / (over) provision of tax in prior financial year

338,813

(4,377)

(26,383)

-

Underprovision of deferred tax in prior financial year

-

93,200

-

-

6,477,104

6,571,127

568,716

603,704


27. EARNINGS PER SHARE


(a) Basic earnings per share

Basic earnings per share of the Group is based on the net profit attributable to shareholders of RM19,552,945 (2008: RM8,481,884) and the weighted average number of ordinary shares in issue during the financial year of 169,887,137 (2008: 126,186,599).

2009 2008

Net profit for the financia year (RM)

19,552,945

8,481,844

Weighted average number of ordinary shares in issue

169,887,137

126,186,599

Basic earnings per share (sen)

11.5

6.7

(b) Diluted earnings per share

For the purpose of calculating diluted earnings per share, the net profit for the financial year and the weighted average number of ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares, i.e. Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) and Warrants.

2009 2008 RM RM

Net profit for the financia year -

After-tax effect of interest on ICULS - 289,984

Adjusted net profit for the financial year (RM)

-

8,771,828

Weighted average number of ordinary share in issue

-

126,186,599

Effect of dilution : ICULS - 71,862,427

Adjusted weighted average number of ordinary share in issue and issuable

-

198,049,026

Diluted earnings per share (sen) - 4.4

28. EMPLOYEE BENEFITS EXPENSES

Group 2009 2008

R M RM Salaries,wages and bonus 20,730,466 19,080,272 Contribution to defined contribution plan 1,885,680 1,812,109 Other benefits 1,877,694 1,578,443

24,493,840 22,470,824


l

8,481,844l


29. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS

On 10 November 2004, the Company issued RM72,000,000 nominal value of Irredeemable Convertible Unsecured Loan Stocks (“ICULS”).

The terms of the conversion and the redemption of ICULS are as follows:-

(a)

(b)

(c)

(d)

(e)

Conversion Ratio – on the basis of 1 ICULS for 1 new ordinary share of RM1.00 in the Company.

Conversion Right – the registered holder of ICULS shall have the rights at any time during the conversion period to convert the ICULS at the conversion ratio.

Conversion Period – anytime from and including the second (2nd) anniversary date and ending on the day immediately preceding the fifth (5th) anniversary of the issue date. Any nominal value of ICULS not converted by 9 November 2009 will be automatically converted into new ordinary shares of the Company on the maturity date.

The ICULS bear interest which is payable annually in arrears at 3% commencing from the date of issue of the ICULS on 10 November 2004 and the last payment shall be made on the maturity date on 9 November 2009.

The new ordinary shares to be allocated and issued upon conversion of the ICULS will rank pari passu in all respects with the existing ordinary shares of the Company.

During the financial year, 71,754,900 ICULS were converted into ordinary shares in the Company. As at 31 December 2009, no outstanding ICULS (2008: RM71,754,900) as it had been full exercised.

The proceeds received from the issue of the ICULS have been split between the liability component and the equity component, representing the fair value of the conversion option. The ICULS are accounted for in the balance sheets of the Group and of the Company as follows:-

Group and Company

Equity

component RM

Liability component

RM

Total RM

2009

At beginning of financial year 65,545,437 2,034,596 67,580,033 Converted to ordinary shares (71,754,900) - (71,754,900) Conversion difference 6,209,463 - 6 ,209,463 Interest paid - (2,147,627) (2,147,627) Interest expense - 113,031 113,031 At end of financial year - - -

Group and Company

Equity

component RM

Liability component

RM

Total RM 2008

At beginning of financial year 65,637,737 3,898,887 69,536,624 Converted to ordinary shares ( 92,300) - ( 92,300) Interest paid - (2,154,267) (2,154,267) Interest expense - 289,984 289,984 At end of financial year 65,545,437 2,034,604 67,580,041


R

R

1


The liability component at end of financial year is further analysed as follows:-29. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (CONT’D)

Group and Company 2009

RM 2008 RM

Within 1 year - 2,034,604

Interest expense on the ICULS is calculated on the effective yield basis by applying a coupon interest rate of 8% which is assumed to be equivalent to the prevailing market interest rate for non-convertible loan stocks at the date of issue.

30. BONDS Group and Company 2009

RM 2008 RM

Unsecured : Bonds - 60,000,000

On 10 November 2004, the Company issued RM60,000,000 nominal value of Bonds together with 50,000,000 detachable warrants. The bonds carry a maximum maturity period of five (5) years from the date of issuance on 10 November 2004 and bear a coupon rate of 4% per annum, which are payable annually for five (5) years up to maturity. The bonds, which are redeemable at the end of the fifth (5) years, are not listed on Bursa Malaysia Securites Berhad but tradable on Real Time Electronic Transfer of Funds and Securities (“RENTAS”).

The bonds are secured by way of corporate guarantee by the Company.

The salient features of the Warrants are as follows:-

(i) (ii)

(iii)

(iv)

each Warrant entitles the registered holder at any time during the subscription period to subscribe for one new ordinary share of RM1.00 each at an exercise price of RM1.00 per ordinary share;

the subscription price may be adjusted, where appropriate under circumstances provided for in the Deed Poll;

the subscription period is five years from the date of issue;

upon expiry of the subscription period, any unexercised rights will lapse and cease to be valid for any purposes.

The bonds have been redeemed during the financial year.

31. SIGNIFICANT RELATED PARTY TRANSACTIONSIdentity of related parties For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

The Group has a related party relationship with its subsidiaries (Note 12), associate company (Note 13), Directors and other key management personnel.


31. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)


Related party transactions

The following transactions were carried out with related parties:-

2009 RM

2008 RM

Group and Company Transactions with company in which a Director,

Bipinchandra A/L Balvantrai has interest:

Rental expenses paid to Kamdar Properties Sdn. Bhd. 1,296,000 1,352,000

Company Management fees received/receivable from subsidiary companies

540,000

455,000

The Directors are of the opinion that the above 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 that obtainable in transactions with unrelated parties.

Transactions with Key Management Personnel Key Management Personnel CompensationThe remuneration of Directors and other members of key management personnel during the financial year are as follows:-

Group

2009 RM

2008 RM

Salaries and other short-term employee benefits 3,209,886 2,842,793 Post-employment benefits:- Defined contribution plan 339,792 308,260

3,549,678

3,151,053

Other members of key management personnel comprise person other than the Directors of the Group, having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly.

CompanyThe remuneration of key management personnel is same with the Directors’ remuneration as disclosed in Note 25 to the financial statements. The Company has no other members of key management personnel apart from the Board of Directors.



32. SUMMARY EFFECT OF SUBCRIPTIONS OF A SUBSIDIARY COMPANY

Group

During the financial year, a wholly owned subsidiary company, Kamdar (B) Sdn. Bhd. has subscribed 70% equity interest in Kamdar (Bru) Sdn. Bhd., a company incorporated in Brunei, for a total cash consideration of Brunei Dollar 17,500 equivalent to RM41,123.

The effect of the subscription of Kamdar (Bru) Sdn. Bhd. on the financial statement results of the Group in the current financial year is as follows:-

2009 RM

Revenue 433,956 Loss before taxation (554,442) Taxation - Loss after taxation (554,442)

The effect of the subscription of Kamdar (Bru) Sdn. Bhd. on the financial position of the Group as at financial year end is as follows:-

2009 RM

Property, plant and equipment 567,433 Inventories 1,356,310 Trade receivables and other receivables 43,019 Cash and bank balances 136,982 Trade payables (918,024)

(1,682,244)

Decrease in Group’s net assets (496,524)

The details of net assets subscribed as at the date of incorporation of Kamdar (Bru) Sdn. Bhd is as follows:-

2009 RM

Cash and bank balances 58,748 Minority interest ( 17,625) Net assets subscribed 4 1,123 Add: Goodwill - Purchase consideration 41,123 Less: Cash and bank balances subscribed (41,123) Net cash inflow subscription of subsidiary companies -

33. SEGMENTAL REPORTING

No segment reporting is prepared as the principal activities of the Group are predominantly carried out in Malaysia and are engaged in a single business segment of retailing textile and textile based products within the retailing industry.


Amount due to related parties

34. FINANCIAL INSTRUMENTS

(a) Interest rate riskThe interest rate risk that financial instruments’ values will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities are as follows:-

Group

Less than

1 year

1 to

5 years

After

5 years

Total

Effective interest rate during the financial year

RM RM RM RM 2009 Financial assets Fixed deposits with licensed banks

-

4,638,731

-

4,638,731

1.50% - 3.70%

Financial liabilities Bankers’ acceptances 37,573,000 - - 37,573,000 0.75% - 7.75% Bank overdrafts 4,882,286 - - 4,882,286 6.90% - 9.75% Finance lease liabilities 270,098 506,455 - 776,553 2.60% - 4.50% Trust receipts 40,372 - - 40,372 7.30% - 8.50% Term loans 8,555,372 34,316,428 7,356,493 50,228,293 3.50% - 7.50% Revolving credit 4,400,000 - - 4,400,000 4.29% - 4.34%

2008 Financial assets Fixed deposits with licensed banks

540,000

2,550,998

-

3,90,998

2.85% - 3.10%

Financial liabilities Bankers’ acceptances 3 7,085,000 - - 37,085,000 3.35% - 5.50% Bank overdrafts 1,592,419 - - 1,592,419 7.50% - 8.25% Finance payables 4 62,410 590,594 - 1,053,004 2.60% - 4.50% Trust receipts 46,803 - - 46,803 7.00% - 7.25% Term loans 6,723,273 19,625,556 - 26,348,829 7.75% - 8.00% ICULS (liability component) 2 ,034,596 - - 2,034,596 8.00% Bonds 60,000,000 - - 60,000,000 4.00%

Company 2009 Financial liabilities

Term loan 4,285,716 21,428,580 4,059,418 29,773,714 5.05% - 5.25% 2008 Financial liabilities ICULS (liability component) 2,034,596 - - 2,034,596 4 .00% Bonds 60,000,000 - - 6 0,000,000 4.00%



(

R

( 4

-

(

-

34. FINANCIAL INSTRUMENTS (CONT’D)


(b) Credit risk

The maximum credit risk associated with recognised financial assets is the carrying amount shown in the balance sheet.

The Group has no significant concentration of credit risk with any single counterparty.

(c) Fair valueThe carrying amounts of all financial assets and liabilities of the Group and the Company at the balance sheet date approximated their fair values except as set out below:

Group and Company Carrying

amount RM

Fair value

RM 2009 Bonds - - 2008 Bonds 60,000,000 74,730,000

The fair value of bonds is estimated by discounting the expected future cash flows using the current interest rates for liabilities with similar risk profiles.

35. CONTINGENT LIABILITIES Company

2009 RM

2008 RM

Unsecured: Corporate guarantee given to licensed banks for credit facilities granted to the subsidiary companies

69,590,000

74,730,000

36. SIGNIFICANT EVENTS DURING THE FINANCIAL YEARGroup

(a) On 26 February 2009, the subsidiary company, Kamdar Sdn. Bhd. had entered into a Sale and Purchase Agreement for the disposal of all that parcel of premises distinguished as a three and half (3 ½) storey shop known as No. 61, Jalan SS2/64, 47500 Petaling Jaya, Selangor Darul Ehan held under H.S. (D) 161279, Lot No. 25500, Bandar Petaling Jaya, District of Petaling, State of Selangor Darul Ehsan for a total consideration of RM3,200,000.


36. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONT’D)


Group (Cont’d)

(b) On 23 March 2009, the Company announced that its wholly owned subsidiary company, Kamdar (B) Sdn. Bhd. has on 29 July 2008 entered into a Shareholders Agreement with PG Salleh AB Rahaman P.H. Damit through a joint venture company in Brunei know as Kamdar (Bru) Sdn. Bhd with authorised share capital of Brunei Dollar Twenty-Five Thousand only (B$25,000) divided into 25,000 ordinary shares of Brunei Dollar One only (B$1.00) each. The present paid up capital is B$25,000 made up of 25,000 ordinary share of B$1.00 each. The principal activity of Kamdar (Bru) Sdn. Bhd. is supplying, retailing, and selling of textile.

The shareholding structure of Kamdar (Bru) Sdn. Bhd. are as follows:-

(c) On 15 April 2009, the subsidiary company, Kesar Sdn. Bhd. had entered into a Sale and Purchase Agreement for the disposal of all that piece of land known as GRN 36807, Lot No. 304 (formerly held under 7.5.20) Seksyen 20, Bandar Georgetown, Daerah Timor Laut, Negeri Pulau Pinang bearing assessment address No.33, China Street/ No. 20 Che Ern Lane, 10200 Penang erected thereon for a total consideration of RM2,500,000.

(d) On 29 May 2009, the subsidiary company, Kamdar (South) Sdn. Bhd., had entered into a Shareholders Agreement with Shah Ameet Jaykant through a joint venture company in South Africa known as Mayfair Fabrics and Linen (Proprietary) Limited (“MFL”) (formerly known as Forlor (Proprietary) Limited) with authorised share capital of South African Rand One Thousand only (R1,000) divided into 1,000 ordinary shares of South African Rand one only (R1.00) each share and with a paid-up capital of R100 made up of 100 ordinary shares of R1.00 each. The principal activity of Mayfair Fabrics and Linen (Proprietary) Limited is supplying, retailing, and selling of textile.

The shareholding structure of Mayfair Fabrics and Linen (Proprietary) Limited are as follows:-

Shareholders Equity interest held N o. of shares %

Kamdar (South) Sdn. Bhd. 45 45 Shah Ameet Jaykant 55 55

100 100


Shareholders Equity interest held

No. of shares % Kamdar (B) Sdn. Bhd. 17,500 70 PG Salleh AB Rahaman P.H.. Damit 7,500 30

25,000 100

C

-


36. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONT’D) Company(a)

(b)

(c)

(d)

(e)

On 16 January 2009, the paid-up capital of the Company has increased from RM126,235,102 to RM126,243,102 through an allotment of 8,000 ordinary shares of RM1.00 each via the conversion of RM8,000 nominal value of 5-year 3% ICULS 2004/2009 at the conversion rate of RM1.00 for each new ordinary shares of RM1.00 on the basis of 1 ICULS for 1 new ordinary shares of RM1.00 each. The new shares rank pari passu in all respects with the existing shares.

On 1 April 2009, the Company make an offer to Avenue Investment Berhad (“AIB”) to partially buy back the outstanding Redeemable unsecured Bonds (“RUBS”) being the purchase price which consists of the early redemption proceeds of RM4,918,904 and RM81,096 being the accrued interest for the relevant period.

On 12 May 2009, the paid-up capital of the Company has increased from RM126,243,102 to RM126,247,102 through an allotment of 4,000 ordinary shares of RM1.00 each via the conversion of RM4,000 nominal value of 5-year 3% ICULS 2004/2009 at the conversion rate of RM1.00 for each new ordinary shares of RM1.00 on the basis of 1 ICULS for 1 new ordinary shares of RM1.00. The new shares rank pari passu in all respects with the existing shares.

On 25 May 2009, the paid-up capital of the Company has increased from RM126,247,102 to RM126,402,427 through an allotment of 155,325 ordinary shares of RM1.00 each via the conversion of RM155,325 nominal value of 5-year 3% ICULS 2004/2009 at the conversion rate of RM1.00 for each new ordinary shares of RM1.00 on the basis of 1 ICULS for 1 new ordinary shares of RM1.00. The new shares shall rank pari passu in all respects with the existing shares.

On 27 October 2009, the company issue a letter to Malaysia Trustees Berhad (“MTB”) informimg that the Company will not be able to fully meet its obligations with respect to the Redeemable unsecured Bonds (“RUBS”) on the maturity date and request that a special Resolution be passed by the bond holders for the following proposals:-

The Company to redeem the bonds in full before maturity by paying RM50 million in settlement of the outstanding RM55 million nominal value of the bonds inclusive of interest accrued.

MTB to uplift the charge on the Jalan TAR property in order for EON Bank Berhad to disburse RM30 million in loan facility and that the said loan will be disbursed into the redemption account upon the uplift of the charge.

MTB to uplift the charge on SS2 property in order for the sale and purchase agreement to be completed and the sale proceeds of RM2.99 million from Public Bank Berhad to be credited to the redemption account.

(i)

(ii)

(iii)


As a commitment to MTB, the company will deposit RM17.12 million into the redemption account on 29 October 2009 of earlier and in view of a possible delay in the completion of the sale and purchase agreement for the SS2 property, the Company will seek short-term bridging finance for RM2.88 million which will be deposited into the redemption account on 29 October 2009 or earlier.

On 30 October, the Company has been informed by the trustees of the RUBS that the majority RUBS holders have accepted the offer through a vote in special resolution.

On 9 November 2009, the Company has early redeemed in full the outstanding RM55 million nominal value of RUBS.


36. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONT’D)

On 11 November 2009, the paid-up capital of the Company has increased from RM126,402,427 to RM197,990,002 through an allotment of 71,587,575 ordinary shares of RM1.00 each via the conversion of RM71,587,575 nominal value of 5-year 3% ICULS 2004/2009 at the conversion rate of RM1.00 for each new ordinary shares of RM1.00 on the basis of 1 ICULS for 1 new ordinary shares of RM1.00 each. The new shares shall rank pari passu in all respects with the existing shares.

(f)


Company (Cont’d)

Group’s Landed Properties

1. KSB Unit

No. B3-7-25A, Taman Puteri (Venice Hill

Condominium And Golf Resort) 43200 Cheras, Selangor

Parent Title No: CT 23206, Geran 47895

(formerly CT 23207) and 44134 (formerly CT23209)

Lot No:

4380, 4381 and 4383, Mukim of Ulu

Langat, District of Ulu

Langat, State of Selangor

Brief Description:Three (3) bedroom apartment

Existing Use:

Unoccupied

27.05.1993 (Parent Lot)

1,538 Freehold

2. KSB Unit No. B3-10-22B, Taman Puteri (Venice Hill Condominium And Golf Resort) 43200 Cheras, Selangor

Parent Title No: CT23206, Geran 47895 (formerly CT23207) and 44134 (formerly CT23209)

Lot No: 4380, 4381 and 4383, Mukim of Ulu

Langat, District of Ulu Langat, State of Selangor

Brief Description:Three (3) bedroom condominium Existing Use:

Unoccupied

1,327,219 (Parent Lot)

1,399 Freehold

3. KSB Unit

No: Floor A22-03 Tower A, Aloha Towers Condominium Jalan Kolam Air, 80100

Johor Bahru

Parent Title No: Geran 40177 Lot No: 3214 Town of Johor Bahru, District of Johor Bahru, State of Johor

Brief Description: A three (3) bedrooms condominium unit

Existing Use:

Unoccupied

449,575 08.09.2000 227,056 (Parent Lot)

1,704 Freehold 15 years

4. PMBK No 4-6,

Jalan Raja Musa Aziz 30300 Ipoh, Perak

Title No: Geran 22783, 8373 and 22784 Lot No: 1313N, 1314N and 8683U, Town of

Ipoh, District of Kinta, State of Perak

Brief Description: 5 ½ storey detached building with a basement floor

Existing Use: Retail and storage

purposes

3,045,066 01.03.1991 5,908 36,882 Freehold 27 years

5. PMBK

No. 68 Jalan Langgar, 05460 Alor Setar, Kedah3

Title No: 4(GRN 32748, 5(GRN 32749) and 6(GRN 32750) Lot No: 4, 5, and 6,

Section 19, Mukim of Kota Setar, Daerah Kota Setar, Kedah

Brief Description: Renovated intermediate three (3) adjoining units of three (3) storey terrace shop office

with mezzanine floor


purposes

1,386,545

05.9.1990 6,000 15,240 Freehold 44 years

6. PMBK No. 15

and 16 Kompleks Seri Temin, Jalan Ibrahim, 08000 Sungai Petani, Kedah3

Title No: P.N. 370 and 371

Lot No: 20 and 21, and Section 46, Mukim and town of Sungai Petani, Kedah

Brief Description: Two (2) adjoining units of four (4) storey-terrace

shop offices


purposes.

*7.08 .1986 2,800 11,200 Leasehold 99 years,

4 October

2080

23 years


(A) LANDED PROPERTIES OWNED BY THE REVENUE-BASED COMPANIES

102,819

1,127,219

27.05.1993

1,273,248 expiring on

12 years

12 years 96 768,

Registered Owner/ Postal Address

Title/Lot No. Brief Description/ Existing Use

Audited NBV as at 31.12.09

Date of acquisition/ * Date of Certificate of Fitness Issued

Land Area

Built up Area

Tenure Approximate Age of Building

RM Sq ft Sq ft





Land Area Built up Area


RM Sq ft Sq ft 7. PMBK

761, 1463 and 1481, Off Jalan Muthu-palaniappa, 14000 Bukit Mertajam, Pulau

Pinang

Title No: Geran 26220, H.S. (D) 12064 (previously known as H.S. (D) 227) and H.S.(D) 12078 (previously known as H.S.(D)

245)

Lot No: 761, 1463 and 1481, Section 3, Town of Bukit Mertajam, District of Seberang Perai

Tengah, Pulau Pinang

Brief Description: Commercial development land

Existing Use: Rented to two (2)

third parties (individuals) for

commercial use purposes

378,524 23.06.2000 11,117 Nil Freehold Not applicable


Group’s Landed Properties (Cont’d)

9. PMBK (Penang) No 135, 137, 139, 141, 143, 145 and 147, Persiaran Bunga Raya, Langkawi Mall, Jalan Kelibang 07000 Kuah Langkawi, Kedah

Parent Title No: Grant

6787

Lot No: 1598 Mukim of Kuah District of Langkawi, State of Kedah.

Brief Description: Seven (7) adjoining units of 3-storey terrace shop offices

Existing Use: Retail and storage purposes

3,729,901 01.11.1998 8,899 26,697 Freehold 9 years

10. PMBK (Penang) Premise No.14, Jalan Burma, 10050 Pulau Pinang

Title No: Geran 12418

Lot No: 118, Section 15, Georgetown North-East District, Pulau Pinang

Brief Description:

An intermediate five (5) storey commercial building Existing Use: Retail and storage purposes

2,937,662 11.06.1992 7,255 26,571 Freehold 32 years

Leasehold for99 years,expiring on13 October 2091


8. PMBK (Penang) No. 3-12-8 Pangsapuri Pelangi, Lintang Macallum 2, George Town, 10300 Pulau Pinang

Strata Title No: Pajakan Negeri HBM50/M2/12/ 323, Section 11E, George Town, North-East District, Pulau Pinang.

Parent Title No: 12-8, HS(D)258

Lot No: 321 (Previously known as PT No. 282) Seksyen 11E, North- East District, Pulau Pinang.

Brief Description: An intermediate unit two (2) bedroom low medium cost flat

Existing Use: Occupied by company staff for residential use

63,605 08.07.1993 160,312 (Parent lot)

573

15 years







Land Area

Built up Area


RM Sq ft Sq ft 11. Kesar

Flat Unit Nos3-17-2 and

b) 3-17-3 Pangsapuri Pelangi, Lintang Macallum 2, George Town, 10300 Pulau Pinang

Strata Title Nos: Pajakan Negeri HBM 50/M2/17/377 and HBM50/M2/17/376

Lot No: P.T.282 Section 11E Township of Georgetown, North-East District, Pulau Pinang

Brief Description: Two (2) adjacent intermediate units, two (2) bedroom low cost medium cost flats Existing Use: Rented to third parties for residential use

134,033 *8.10.1994 160,312 (Parent Lot)

573 sqft per unit

15 years

Kesar Lot No. 1219, Mukim of Kuah, District of Langkawi, Kedah

Title No: Geran 2116 (formerly SPK 4102) Lot No: 1219, Mukim of Kuah, District of Langkawi, Kedah

Brief Description:

A parcel of small agriculture land with development potential

Existing Use: Vacant

236,679 * Not applicable

81,880 Not applicable

Freehold (in perpetuity)

Not applicable

13. Kesar No.10 Jalan Pjs,

Bandar Sunway,

41650 Petaling

Jaya, Selangor

Title No: 4.5.(0)137518

Lot No:

109, Bandar Sunway, Petaling Jaya,

Selangor.

Brief Description: Three(3) Storey Mid Terraced

Shop/Office

Existing Use: Rented to Third

Parties

1,245,017 23.11.2005

2,605 7,556

12 years

14. Kesar Apt unit Nos: a) 98-19-19 and b) 98-19-20, 19th Floor Sinar Bukit Dumbar, Jalan Faraday, 11600 Pulau Pinang

Parent Title No: Grant 63288

Lot No: 730 as subdivided from the amalgamation of Lot No: 79,80, 81, 85, 87 and part of Lot No: 144, Section 4 Town of Jelutong, North-East District, Pulau Pinang held under Parent Lot Title No: Geran 63288

Brief Description: A corner and its adjacent intermediate unit of three (3) bedroom medium cost apartments (2 units)

Existing Use: For apt unit No:98-19-19, the unit is rented to third party for residential use. For apt unit No:98-19-20, the unit is rented to staff for residential use

289,276 *23.11.1999 119,386 (Parent Lot)

700 sq ft per unit

Freehold 10 years

Leasehold for99 years,expiring on13 October 2091

Leasehold forexpiring on29 May 2099


a :

)

12.



15. Kesar Condominium Unit Nos: a) 3D-22-07 b) 3D-22-08, Jalan Batu Uban N-Park, 11700 Pulau Pinang

Strata Title Nos: Grant No. 58573/M1MENARA D/22/902 and Grant No. 58573/M1MENARA D/22/903 Lot No: 9768, Mukim 13, North-East District, Pulau Pinang

Brief Description: Two (2) adjacent three (3) bedroom condominium units Existing Use: Rented to third party for residential use

324,772 317,428 (Parent Lot)

700 sq ft per unit

Freehold 12 years

16. BGallant

Gedung Kamdar No.1763, Jalan Muthupalania-ppa14000 Bukit Mertajam, Seberang Prai Tengah, Pulau Pinang

Title No: H.S.(D) 23036 to H.S.(D) 23050, (formerly known as HS(D) 361-365)

Lot No: 1464 to Lot No. 1471 and Lot No. 1474 to 1480, Section 3, Town of Bukit Mertajam, District of Seberang Perai Tengah, Pulau Pinang

Brief Description: Five (5) storey shopping complex complete with sub basement car park Existing Use: Retail, commercial and storage purposes. Rooftop space of

building rented to third party.

23.06.2000 15,716 105,138 Freehold 16 years





Land Area

Built up Area


RM Sq ft Sq ft

17.

BGallant No. 1 Persiaran PM 2/1 Pusat Bandar, Seri Manjung Seksyen 2, 32000 Seri Manjung, Perak

Title No:

HSD 18502 to HSD 18505 Lot No: PT 25954 to PT 25957, Mukim Setiawan, Daerah Manjung, Negeri Perak

Brief Description: Five (5) storey shopping complex complete with sub basement car park Existing Use: Retail, commercial and

storage purposes. Rooftop space of

building rented to third party.

11,000 44,000 Freehold

18.

BGallant No. 24-32, Medan Stesen 19/7 Station 18, 31650 Ipoh , Perak

Title No:

Lot No: 221173,221174, 221175, 221176, 221177

Brief Description: Five (5) nos double storey shop office

Existing Use:

5 year

Retail, commercial and storagepurposes.Rooftop spaceof buildingto third party.

H.S.(D) 171695to H.S.(D)171699


Leasehold forfor 99 years

2,612,825 * 9,521 17,820 1 year

22.04.2005*

17.12.1997*

6,056,672

5,660,620

29.07.2008

19. Orisea Factory Premise

No. Plot

Sungai Keluang 1, Bayan Lepas Industrial Park (Phase IV), Bayan Lepas, 11900 Pulau Pinang

Title No:

No H.S.(D) 18976 (Previously H.S.(D) 8701) Lot No: PT 2842 (also known as Lot No: 31, Bayan Lepas, Industrial Park, Phase IV), Mukim

12, District of Barat Daya, Pulau Pinang

Brief Description: Four (4) storey detached factory

Existing Use: Rented to Kesar for industrial use at RM720,000 per annum

4,710,296 *21.11.1997 43,563 72,107 Leasehold for 60 years, expiring on 15 December 2054

12 years

31, Hilir





Land Area

Built up Area


RM Sq ft Sq ft

Group’s Landed Properties (Cont’d)(A) LANDED PROPERTIES OWNED BY THE REVENUE-BASED COMPANIES

(B) LANDED PROPERTIES OWNED BY THE ASSET-BASED COMPANIES


7 year2 sKStores No. 113, Jalan

Tuanku Abdul Rahman, 50100, Kuala Lumpur

Title No: Geran 5561 &

10270

Lot No: 93 & 94, Section 36, Town of Kuala Lumpur, District of Kuala Lumpur, State of Wilayah Persekutuan, Kuala Lumpur

Brief Description: 7 ½ storey commercial building erected on two (2) contiguous plots of commercial land.

Existing Use: Rented to KSB for retail use at RM3.6 million per annum

29,539,908 *10.0 2002 9,483

70,110 Freehold





Land Area

Built up Area


RM Sq ft Sq ft

KStores No. 1 Jln Tun Fatimah, Bachang Utama, 75350 Melaka

Brief Description: 2 storey commercial building .

Existing Use: Rented to Ksoufor retail use at RM0.6 million

4,132,766 *23.09.2006 5,435 18,500 Freehold 3 years

Lot No:Lot 6915

Melaka Tengah Mukim Bachang

Title No:HS(D 51286 PT 5968 HS D 51287 PT 5969

)

( )

.61.

2.







Land Area

Built up Area


RM Sq ft Sq ft


KH No. 171-173, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur

Title No: Geran

29507

Lot No: 148, Section 37, Town of Kuala Lumpur, District of Kuala Lumpur, State of Wilayah

Persekutuan,

Kuala Lumpur

Brief Description: 7 storey commercial building

Existing Use: Rented to KSB for retail use at

RM1.2 million

per annum

19,548,000 *30.6.2004 4,413 27,655 Freehold 12 years

KH No.

429, 431, 433

and 435, Jalan Tuanku Abdul Rahman, 50100, Kuala Lumpur

Title No:

Geran 1029, 1030, 43326 (formerly known as Geran 34879), & 43327 (formerly known as Geran 34878)

Lot No: 710, 711, 2382 & 2383, Section 41, Town of Kuala Lumpur, District of Kuala Lumpur, State of

Wilayah Persekutuan,

Kuala Lumpur

Brief Description

½ storey commercial building erected on four (4) contiguous plots of commercial land

Existing Use: Rented to KSB for retail use at RM1.2 million

per annum

6,927,297

*10.06.2002

7,750

53,975

Freehold

11 years

:6

KH No. 1-888A, 1-888B (1st Floor), 2-888A , 2-888B (2nd Floor), 3-888A and 3-888B (3rd Floor), Kompleks Bukit Jambul, Jalan Rumbia, Off Jalan Dr. Awang, 11900 Pulau Pinang

Title No: Master Titles GM1730, GM349, GM350, GM542, GM543, GM544, GM429 and GM430

Lot No. 1859, 1860, 1861, 4562, 4563, 4564, 624 and 625, in Mukim 13, District of Timur Laut, Pulau Pinang

Brief Description: 6 units of retail space

Existing Use: Rented to PMBK (Penang) for retail use at RM960,000 per annum

9,503,957 11.7.2002 1,098,247 (Parent lot)

105,745 Interest-in-perpetuity

12 years

3.

4.

5.

3


Title/Lot No . Brief Description/ Existing Use



Land Area

Built up Area


RM Sq ft Sq ft


g

KH No.3 Jln diplomatic 2/2, 62050 Precinct 15, Putrajaya, Wilayah Persekutuan Putrajaya.

o. D3-20 Design Type Tropics

3 Storey Shop

1,383,000 *22.11.2006 3,507 335 Freehold years

rRented to KSB FoRetail use atRM 90,000per annum

Brief Description

Existin Use:

: Lot No 3, 6

KH No.5 Jln diplomatic 2/2, 62050 Precinct 15, Putrajaya, Wilayah Persekutuan Putrajaya.

Lot No. D3-21 Design Type Tropics

Brief Description : 3 Storey Shop

853,000 *22.11.2006 2,357 3,895 Freehold years

.

rRented to KSB FoRetail use atRM 90,000per annum

Existing Use:

L

E g

KH E52-GA , E44-GB to E53-GB, E44-1A to E53-1A,E44-1B TO E53-1B, TAMAN PRIMA SAUJANA, 43000 Kajang, Selangor

Master Title Geran 3057

1779, Mukim of Kajang, District of Ulu Langat, State of Selangor

3 Sotrey

Building

Rented to KSB for retail use at RM240.000 per annum

3,565,067 *25.10.2005 27,222 (Parcel

Area)

29,740

Freehold

5 years 0

ot

xistin Use:

Brief Description:

MS No.1, Jalan 241, Section 51A,

46100 Petaling

Jaya, Selangor

Darul Ehsan

Title No: PN 6645

Lot No: 405, Section 32, Town of Petaling Jaya,

District of Petaling,

State of Selangor

Brief Description: Four (4)-storey office/ industrial building.

Existing Use: Rented to KSB for industrial

use at

RM540,000 per annum

7,299,612

*10.06.2002

41,228

99,076

Leasehold for 99 years, expiring

6 August 2072

29 years

6.

7.

8.

9.



ANALYSIS OF SHAREHOLDINGS AS AT 30 APRIL 2010Authorized Share CapitalIssued and Fully Paid-Up Share CapitalClass of SharesVoting RightsNo. of Shareholders

:::::

RM500,000,000.00RM197,990,002.00Ordinary Shares of RM1.00 EachOne Vote Per Ordinary Share3,055

Category No. of Shareholders No. of Shares Percentage Less than 100 43 1,460 0.00 100 – 1,000 2 ,283 595,500 0.30 1,001 – 10,000 488 2,315,650 1.17 10,001 – 100,000 186 5,500,942 2.78 100,001 – less than 5% of issued shares 50 76,690,681 38.73

5% and above of issued shares 5 112,885,769 57.02

Total 3,055 197,990,002

100.00

DISTRIBUTION OF SHAREHOLDINGS AS AT 30 APRIL 2010

LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 30 APRIL 2010

Direct Indirect No. Names No. of Shares % No. of Shares % 1. Lalita Jaganath I/K Harsukhlal 47,500,678 23.99 - - 2. Bipinchandra A/L Balvantrai 18,667,706 9.43 955,171 0.48 (a)

3. Mehta Trupti Ratilal 955,171 0.48 18,667,706 9.43 (b)

4. Kamal Kumar Kishorchandra

Kamdar 24,738,715 12.49 -

5. Hamendra A/L B.M. Kamdar 14,704,714 7.43 1,868,610 0.94 (c)

6. Ila Hemendra Kamdar 1,868,610 0.94 14,704,714 7.43 (d)

7. Rajnikant A/L B.M Kamdar 15,267,401 7.71 955,171 0.48 (e)

8. Baby @ Sudhakumari A/P Amartlal

955,171 0.48 15,267,401 7.71 (f)

-

DIRECTORS’ INTERESTS IN SHARES AS AT 30 APRIL 2010 Direct Indirect No. Names No. of Shares % No. of Shares % 1. Bipinchandra A/L Balvantrai 18,667,706 9.43 955,171 0.48 (a) 2. Kamal Kumar Kishorchandra Kamdar 24,738,715 12.49 - - 3. Hamendra A/L B.M. Kamdar 14,704,714 7.43 1,868,610 0.94 (c)

4. Rajnikant A/L B.M Kamdar 15,267,401 7.71 955,171 0.48 (e) 5. Jayesh R. Kamdar A/L Rajnikant 4,622,376 2.33 - - 6. Paresh R. Kamdar 4,325,700 2.18 - - 7. Datuk Emam Mohd Haniff Bin Emam

Mohd Hussain - - - -

8. Dato’ Dr. Shanmughanathan A/L

Vellanthurai - - - -

9. Harjeet Singh A/L Sardara Singh - - - 10. Chia Lee Hoon - - - -

(a)(b)

(c)(d)(e)(f)

-

(a) Indirect Interest by virtue of his wife’s (Mehta Trupti Ratilal) shareholding in the Company.(b) Indirect Interest by virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholding in the Company. (c) Indirect Interest by virtue of his wife’s (Ila Hemendra Kamdar) shareholding in the Company.(d) Indirect Interest by virtue of her husband’s (Hamendra A/L B.M. Kamdar) shareholding in the Company. (e) Indirect Interest by virtue of his wife’s (Baby @ Sudhakumari A/P Amartlal) shareholding in the Company.(f) Indirect Interest by virtue of her husband’s (Rajnikant A/L B.M Kamdar) shareholding in the Company.

Note:



LIST OF TOP 30 SHAREHOLDERS/DEPOSITORS AS AT 30 APRIL 2010

ANALYSIS OF SHAREHOLDINGS AS AT 30 APRIL 2010

Name No. of Shares Held Percentage 1. LALITA JAGANATH I/K HARSUKHLAL 47,500,678 23.99 2. BIPINCHANDRA A/L BALVANTRAI 18,667,706 9.43 3. KAMAL KUMAR KISHORCHANDRA KAMDAR 16,745,270 8.46 4. RAJNIKANT A/L B.M KAMDAR 15,267,401 7 .71 5. HAMENDRA A/L B.M. KAMDAR 14,704,714 7 .43 6. LEMBAGA TABUNG ANGKATAN TENTERA 9,129,800 4.61 7. AMSEC NOMINEES (TEMPATAN) SDN BHD

- KAMAL KUMAR KISHORCHANDRA KAMDAR (9562-3101) 7,913,445 4.00

8. ANSUYA A/P SHANTILAL RUPANI 5,922,955 2.99 9. PATEL VISHAKHA CHANDRAKANT 4,889,714 2.47 10. JAYESH R KAMDAR A/L RAJNIKANT 4,622,376 2.33 11. PARESH R KAMDAR 4,325,700 2.18 12. M.I.T NOMINEES (TEMPATAN) SDN BHD

- PLEDGED SECURITIES ACCOUNT FOR YAP KIM HONG (MI 1292-003) 3,886,620 1.96

13. KHEW SIEW KEOW 3,621,072 1.83 14. SHARDA A/P NARAN DASS 3,405,156 1.72 15. PRAGNA A/P K M KAMDAR 2,335,956 1.18 16. RHB NOMINEES (TEMPATAN) SDN BHD

- RHB INVESTMENT MANAGEMENT SDN BHD FOR PERBADANAN NASIONAL BERHAD 2,260,750

17. RHB NOMINEES (TEMPATAN) SDN BHD - PLEDGED SECURITIES ACCOUNT FOR SIVALOGANATHAN A/L YOGANATHAN (CST) 2,186,600 1.10

18. ILA HEMENDRA KAMDAR 1,868,610 0.94 19. SANGEETA KAUR SIDHU 1,856,900 0.94 20. ALPA YASHESH PATEL 1,499,191 0.76 21. AMSEC NOMINEES (TEMPATAN) SDN BHD

- PRAGNA A/P K M KAMDAR (9964-1101) 1,463,000 0.74 22. CIMSEC NOMINEES (TEMPATAN) SDN BHD

- PLEDGED SECURITIES ACCOUNT FOR JAIKISHIN A/L SHEWANDAS 1,395,100 0.70

23. SONAL DOMADIA 1,219,656 0.62 24. RHB NOMINEES (TEMPATAN) SDN BHD

- PLEDGED SECURITIES ACCOUNT FOR VIJAY KUMAR A/L MOHINDER LAL DUA 1,159,000 0.59

25. CIMSEC NOMINEES (TEMPATAN) SDN BHD - CIMB BANK FOR KUMARI NITA A/P BANARSI DASS (MY0289) 1,153,200 0.58

26. BABY @ SUDHAKUMARI A/P AMARTLAL 955,171 0.48 27. MEHTA TRUPTI RATILAL 955,171 0.48 28. M.I.T NOMINEES (TEMPATAN) SDN BHD

- PLEDGED SECURITIES ACCOUNT FOR CHEONG MAY YEE (MI 1301-003) 833,900 0.42

29. MAYBAN NOMINEES (TEMPATAN) SDN BHD - PLEDGED SECURITIES ACCOUNT FOR YUSOFF BIN MD SHAH 786,700 0.40

30. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD - PLEDGED SECURITIES ACCOUNT FOR NG WAI YUAN (8040793) 462,500 0.23

Total 182,994,012 92.41

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Dear Shareholders,

IMPLEMENTATION OF ELECTRONIC DIVIDEND PAYMENT (“eDIVIDEND”) PURSUANT TO THE DIRECTIVE DATED 19 FEBRUARY 2010 (REF. NO.:SR/TAC/RO/LD07/10) FROM BURSA MALAYSIA SECURITIES BERHADElectronic Dividend Payment or eDividend refers to the payment of cash dividends by a listed issuer to its shareholders by directly crediting the shareholders’ cash dividend entitlements into their respective bank accounts. All listed companies to pay via eDividend for all dividends on the entitlement date on or after 1 September 2010.

eDividend Benefits No More Delays

Assurance of Certainty

Convenience and Simplicity

eNotification upon Payment

No Cost to Shareholders

From 3-14 days via cheques to 0/1 day via eDividend to receive dividend payment.Dividends credited into bank accounts on a timely basis whether Kuala Lumpur or outstation. No more missing cheques/expired cheques. No unclaimed moneys.

No more visits to banks to deposit cheques. Can opt one (1) bank account for all CDS accounts. Same bank account applies for future new CDS accounts.

For shareholders who provide email and mobile details.

No bank charges on dividend amount. No depository administration fee for registration within grace period.

Registration of eDividend

Shareholders are given a one-year grace period from 19 April 2010 until 18 April 2011 to provide their bank account information to Bursa Malaysia Depository Sdn Bhd.

How do I provide my bank account information for eDividend?

You must complete the relevant prescribed form and submit it together with the required supporting documents to your stock broker’s office where your CDS account is maintained.

What supporting documents are required?

Individual CDS Depositor NRIC or Passport or Authority Card or other acceptable identification documents. Bank Statement or Bank Saving Book or details of your bank account obtained from

your bank’s website that has been certified by your bank or copy of the letter from your bank confirming your bank account details.

Corporate CDS Depositor Certified true copy of Certificate of Incorporation/Certificate of Registration. Certified true copy of Bank Statement or Bank Saving Book or details of your bank

account obtained from your bank’s website that has been certified by your bank or copy of the letter from your bank confirming your bank account details. You are encouraged to update your bank account information through your stock broker firm soonest. There will be a fee charged after the grace period.

Contact Details

For more information, kindly refer to the eDividend page at www.bursamalaysia.com

For queries, please contact:

Bursa Malaysia Customer Care Centre

Tel (603) 27320067Email [email protected]

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FORM OF PROXY(Before completing this form please refer to the notes below) I/We ______________________________________ I.C No./Co.No./CDS No.: (Full name in block letters)

of(Full address)

being a member/members of KAMDAR GROUP (M) BERHAD hereby appoint the following person(s):-

Name of proxy, NRIC No. & Address

1. 2.

No. of shares to be represented by proxy

or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Seventh Annual General Meeting of the Company to be held at Function Room1, Dynasty Hotel Kuala Lumpur, Level 4, 218, Jalan Ipoh, 51200 Kuala Lumpur on Tuesday, 29 June 2010 at 10.00 a.m. My/our proxy/proxies is/are to vote as indicated below:-

No. of ordinary shares held

KAMDAR GROUP (M) BERHAD(Company No: 577740 A)(Incorporated in Malaysia)

FIRST PROXY

SECOND PROXY

For Against For AgainstRESOLUTIONS RELATING TO :-

1. Ordinary Resolution 1 – To approve Directors’ Fees

2. Ordinary Resolution 2 – Re-election of Director, Mr. Kamal Kumar Kishorchandra Kamdar

3. Ordinary Resolution 3 – Re-election of Director, Mr. Paresh R. Kamdar

4. Ordinary Resolution 4 – Re-election of Director, Datuk Emam Mohd Haniff Bin Emam Mohd Hussain

5. Ordinary Resolution 5 – To re-appoint the retiring auditors, SJ Grant Thornton

6. Ordinary Resolution 6 – Authority to issue shares

(Please indicate with a “” or “X” in the space provided how you wish your vote to be cast. If no instruction as to voting is given, the proxy/proxies may vote or abstain from voting at his/her/their discretion). The first named proxy shall be entitled to vote on a show of hands on my/our behalf.

Dated this …....….. day of ……….………..…… 2010 …………………………. Signature/Common Seal

Notes

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint up to two proxies to attend the same meeting provided that he specifies the proportion of his shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy and the provisions of Section 149(1)(a) & (b) of the Companies Act, 1965 shall not apply.

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

The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corpora-tion, either under the Corporation’s Common Seal or under the hand of an officer or attorney so authorized.

The Form of Proxy must be deposited at the Registered Office of the Company at Level 15-2, Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment thereof.

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The SecretaryKAMDAR GROUP (M) BERHAD (577740 A)Level 15-2, Jalan Sultan Ismail,Faber Imperial Court,50250 Kuala Lumpur.

Affix Stamp


Level 15-2, Faber Imperial Court, Jalan Sultan Ismail 50250 Kuala LumpurTel: 603-26924271 / 603-26915329 Fax: 603-27325388

www.kamdar.com.my


kamdar-annualreport2009 (1.7mb)

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