annual report 07/10/2009 · komarkcorp berhad (374265-a) lot 132, jalan 16/1, kawasan...

KOMARKCORP BERHAD (374265-A)

Lot 132, Jalan 16/1, Kawasan Perindustrian Cheras Jaya43200 Balakong, Selangor Darul Ehsan, Malaysia

Tel: 603 9080 3333 Fax: 603 9080 5233Email: [email protected]: www.komark.com.my

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ual rep

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RK

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Annual Report

Corporate Information 2

Corporate Structure 3

Chairman’s Statement 4

Product Review 6

Distribution Network 8

Notice of Annual General Meeting 9

Profile of Directors of Komarkcorp Berhad 13

Statement on Corporate Governance 16

Statement on Internal Control 25

Audit Committee Report 27

Other Information 31

Financial Statements 33

Analysis of Shareholdings 78

List of Properties 82

Proxy Form 83

Contents

2 Komarkcorp Berhad (374265-A)

CORPORATEInformation

MANAGEMENT TEAMOng Ann Boon (Director / Deputy General Manager)

General Labels & Labelling Pte. Ltd.

Tan Quok Eow (Group Financial Controller)

Dr. Victor Chong Yoon Soon (Group Deputy General Manager - QAQC & System)

Leonard Tan Chee Leong (Deputy General

Manager)

General Labels & Labelling (M) Sdn BhdKomark International (M) Sdn Bhd

Yoong Chee Wah (Operations Manager)

General Labels & Labelling (M) Sdn BhdKomark International (M) Sdn Bhd

Raymond Lim Fook Heng (Deputy General Manager)

General Labels & Labelling (M) Sdn Bhd

Goh Choon Siang (Financial Controller - China)Shanghai Komark Labels & Labelling Co. LtdGuangzhou Komark Labels & Labelling Co.Ltd

RegisteRed Office

Lot 6.05, Level 6, KPMG Tower8 First Avenue, Bandar Utama47800 Petaling JayaTel : 03-7720 1188Fax : 03-7720 1111

PRiNciPal Place Of BusiNess

(Headquarters)

Lot 132, Jalan 16/1Kawasan Perindustrian, Cheras Jaya43200 Balakong, SelangorTel : 03-9080 3333Fax : 03-9080 5233

audit cOmmittee

Datuk Ng Peng Hong @ Ng Peng Hay Chairman (Independent Non-Executive Director)

Chew Chee ChekMember of the Committee

(Independent Non-Executive Director)

Ihsan bin IsmailMember of the Committee


REMUNERATION COMMITTEEDatuk Ng Peng Hong @ Ng Peng Hay Chairman (Independent Non-Executive Director)



Koh Hong Muan @ Koh Gak SiongMember of the Committee (Executive Director)

NOMINATION COMMITTEEDatuk Ng Peng Hong @ Ng Peng Hay Chairman (Independent Non-Executive Director)



Koh Hong Muan @ Koh Gak SiongMember of the Committee (Executive Director)

auditORs

Ong & WongChartered AccountantsUnit C-20-5, Block C20th Floor Megan Avenue II12, Jalan Yap Kwan Seng50450 Kuala Lumpur

RegistRaRs

Tenaga Koperat Sdn Bhd (Co No. 118401-V)Level 17, The Gardens North TowerMid Valley City, Lingkaran Syed Putra59200 Kuala LumpurTel : 03-2264 3883Fax : 03-2282 1886

PRiNciPal BaNkeRs

EON Bank Bhd (Co No. 92351-V)Hong Leong Bank Berhad (Co No. 97141-X)DBS Bank Ltd (Co No. 196800306-E)Malayan Banking Bhd (Co No. 3813-K)HSBC Bank Malaysia Bhd (Co No. 127776-V)

cOmPaNy secRetaRies

Liew Irene (MAICSA 7022609)Tai Yit Chan (MAICSA 7009143)

stOck exchaNge listiNg

Bursa Malaysia Securities Berhad(Co No. 635998-W)Main Board

DIRECTORSKoh Hong Muan @ Koh Gak Siong

(Group Chairman/ChiefExecutive Officer)

Koh Chie Jooi(Executive Director)

Koh Chee Mian(Executive Director)

Datuk Ng Peng Hong @ Ng Peng Hay

(Independent Non-ExecutiveDirector)

Chew Chee Chek(Independent Non-ExecutiveDirector)

Ihsan bin Ismail(Independent Non-ExecutiveDirector)(Appointed w.e.f 1 January2009)

Lee Poh Tin(Executive Director)(Resigned w.e.f 31 March2009)

3Annual Report 2009

CORPORATEStructure


CHAIRMAN’SStatement

Dear Shareholders,

With great pleasure and on behalf of the

Board of Directors, I present to you the

Annual Report of Komarkcorp Berhad and

its subsidiary companies (“Group”) for the

financial year ended 30 April 2009.

PeRfORmaNce ReVieW

The Group achieved a slight increase inturnover of RM 117.76 million for thefinancial year ended 30 April 2009compared to RM 116.09 million recordedin the previous financial year. Thecontinued increase of demand from theMultinational Customers (“MNC”) hadcontributed substantially to the growth ofthe Group’s turnover. The Group recordeda profit before tax of RM 0.88 million forthe financial year ended 30 April 2009,representing a decrease of 66.9%compared to RM 2.65 million achieved inthe previous financial year. For thefinancial year ended 30 April 2009, theGroup posted a profit after tax andminority interest of RM 0.35 millioncompared to RM 1.67 million achieved inthe previous financial year. The substantialdecrease is mainly attributable to higherraw materials cost incurred as a result ofsubstantial increase in fuel prices duringthe financial year.

The Group will continue to implementaggressive marketing strategies for boththe domestic and foreign market toincrease the turnover for the comingfinancial year.

maRket OutlOOk

The Malaysia economy is expected toregister a negative economic growth at -3.3% compared to the Gross DomesticProduct (“GDP”) growth of 4.6%achieved in 2008. The global economyuncertainties faced with volatilecommodities prices; namely the oil pricesand the slowdown in world economy arecontributory factors to the negative GDPgrowth for 2009. East Asia’s growth isexpected to slow down to 7.6% in 2008, down from 8.7% a year earlier,largely because of the effects of theUnited States of America’s housingrecession resulting in lower demand forAsian-made technology, escalating globaloil and commodities prices. China’s GDP isprojected to ease at 3% in 2009 as

chairman’s statementcontinued

maRket OutlOOk continued

compared to 5.3% achieved in 2008.Though economic situations differ fromcountry to country, East Asia willremain the fastest growing region inthe world.

With the Group’s diversification ofmarkets in terms of different countries(mainly Malaysia, China, Singapore,Thailand, Indonesia, India, Philippinesand Australia), the impact of economyslowdown in any of these countriesshall be minimized and beingcushioned off by the positive growth inother countries and thus; the risk ofdependent on a single market ismanageable. The prospect of theGroup’s operations in China isextremely bright given their populationof approximately 1.3 billion and theirprojected economy growth of 8% for2009 would create huge demand for labels and related products. We willcontinue to capitalise on the Group’s established brandname,product quality, efficient service andwide network to strengthen its marketposition locally and abroad. In addition,the Group will continue to explorepotential foreign markets for itsproducts.

diVideNd

The immediate priority for the Group isto reduce its bank borrowings, whicharises from past business expansionand thus; the internally generated fundwould be channeled towards therepayment of bank borrowings. Aftertaking into consideration of the

above, the Board of Directors is notrecommending any dividend paymentfor the financial year ended 30 April2009.

ackNOWledgemeNts

On behalf of the Board of Directors, I wish to express our sincereappreciation to the Management andstaff of the Komarkcorp Group for theircontinued dedication, commitmentand loyalty to the Group. Given thejoint commitment of the Board ofDirectors, Management and staff, aswell as the co-operation and support ofcustomers and shareholders, the Groupis poised to meet the new challenges inthe years ahead. I also wish to expressour sincere appreciation to our valuedshareholders, customers, businessassociates, government authorities andbankers for their continued supportand cooperation.

Koh Gak Siong

Chairman

5Annual Report 2009


PRODUCTReview

PackagiNg

Solution

1 Pressure Sensitive LabelsIn Reel / Sheet

2 PP Roll-Fed Labels

3 Heat Shrink Sleeves

4 RFID Smart Labels

5 Multiform (Booklet) Labels

6 In-Mould Labels

7 Barcode & Computer Labels

8 Fabric Labels

laBelliNg & laBels

Solution

PUMA Series

9 Four Label Applicator Headsfor 2 Sides & Non-Stop Labelling

With Stepper Motor Drive System

10 Pressure Sensitive LabelHigh Speed Rotary Labelling Machine

11 Pressure Sensitive Label Dispenser

TIGER Series

12 Pressure Sensitive Label Applicator With Servo Motor

Drive System - Double Side Labelling

(Tiger Series)

13 Pressure Sensitive Label Applicator For Tube Labelling

14 Automatic Label Dispenser With Hot Printer

LION Series

15 Pressure Sensitive Label Applicator With Fully Synchronised

Stepper Motor Drive System - 2 Sides

Labelling With Wraparound Station

(Lion Series)

16 Fully Customisation Labelling System For Pharmaceuticals Industry

17 High Speed Labels Inspection Machine (LIM380)

K3000 Series

18 Pressure Sensitive Label Applicator With Clutch And Brake

Drive System - Wraparound Labelling

19 Semi Automatic Labelling Machine

20 Pressure Sensitive Labels Inspection Machine (PIM300S)

1 2 3 4

5 6 7 10

9 10 11

12 13 14

15 16 17

18 19 20

21 22 23

25 26 27 28

29 30 32

33 34 35

36 37 38

7Annual Report 2009

product reviewcontinued

RetailiNg & BaRcOdiNg

System Solution

21 Pricing Labeller - Single Liner

22 Pricing Labeller - Double Liner

23 Pricing Labeller - Three Liner

24 Tag Guns & Pins

25 Digital Computing Scale

26 Barcode Scanner / Printer

27 Barcode Labels Printer cum Applicator

28 Barcoding System Software

29 Scale Labels, Pricing Labels & Tag

30 Rotary Press (1 - 2 Colours)

31 Labels Rewinder for Pricing Labels With or Without Slitter

32 Mini Slitter for Labels

Oem & ageNcy

Products

33 Axon Automatic Heat ShrinkBand and Sleeve Applicator & Heat Tunnel

34 Komark Automatic HeatShrink Band and SleeveApplicator and Heat Tunnel

35 Cocito Rotary LabellingMachine “Etina” for Roll-Fed Label

36 Cocito Pressure SensitiveLabel Rotary High SpeedLabelling Machine

37 Cocito Rotary Cold Glue / HotMett Labelling Machine

38 Styrotech PE Stretch SleeveLabel Applicator

24

31

8


DISTRIBUTIONNetwork

malaysiaHeadquarters Kuala Lumpur

Penang Ipoh Johor Bahru

Shanghai Langfang GuangZhou

Singapore Thailand Indonesia

9Annual Report 2009

NOTICE OFAnnual General Meeting

AGENDAAs Ordinary Business

1. To receive and adopt the Audited Financial Statements for the financial year ended 30April 2009 together with the Directors’ and Auditors’ Reports thereon.

2. To approve the Directors’ Fees for the financial year ended 30 April 2009.

3. To re-elect the following Directors who are retiring under Article 93.1 of the Articles ofAssociation of the Company:-

(i) Mr Koh Hong Muan @ Koh Gak Siong(ii) Mr Chew Chee Chek

4. To re-elect Encik Ihsan bin Ismail who is retiring under Article 100 of the Articles of Association of the Company.

5. To re-appoint Messrs Ong & Wong as Auditors of the Company and to authorise theDirectors to fix their remuneration.

As Special Business

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

6. Proposed Renewal of Share Buy-Back Mandate

“THAT, subject to the Companies Act, 1965 (“Act”), the Articles of Association of the Company, Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, the Companybe and is hereby authorised to purchase such number of ordinary shares of RM1.00 each in the Company (“Shares”) (“Proposed Share Buy-Back”) as may be determined by the Directors of the Company from time to time through the BursaSecurities upon such terms and conditions as the Directors may deem fit in the interest of the Company provided that the aggregate number of Shares purchased pursuant to this resolution does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company and that an amount not exceeding the Company’s share premium account of RM15.3 million as at 30 April 2009, would beallocated by the Company for the Proposed Share Buy-Back. The unaudited sharepremium account of the Company as at 31 July 2009 was RM15.3 million.

THAT the authority conferred by this resolution will commence immediately upon thepassing of this resolution and will continue to be in force until:-

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the Thirteenth AGM at which this ordinary resolution was passed at which time it will lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;

(ii) the expiration of the period within which the next AGM after that date is required by law to be held; or

(iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in general meeting,

NOTICE IS HEREBY GIVEN THAT the Thirteenth Annual General Meeting of the Company will be convened and held atLangkawi Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur on Thursday, 29 October2009 at 2.30 p.m. to transact the following businesses:-

Ordinary Resolution 1


Ordinary Resolution 3Ordinary Resolution 4



whichever occurs first.

THAT the Directors be and are hereby authorised to take all steps necessary to implement, finalise and to give full effect to the Proposed Share Buy-Back and further THAT authority be and is hereby given to the Directors to decide in their absolute discretion to either retain the Shares purchased by the Company as treasury shares,to be either subsequently cancelled or distributed as share dividends and/or re-soldon the Bursa Securities, or to cancel the Shares so purchased or a combination ofboth.”

7. Proposed Renewal of General Mandate for Recurrent Related Party Transactions

“THAT the Proposed Renewal of General Mandate pursuant to Paragraph 10.09 ofthe MMLR, authorising the subsidiaries of the Company to enter into recurrenttransactions of a revenue or trading nature as set out in paragraph 3.2.1 of theCircular to Shareholders dated 7 October 2009 with the related parties mentionedtherein which are necessary for the Komarkcorp group’s day-to-day operations, beand is hereby approved provided that:-

(i) the transactions are in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholdersof the Company; and

(ii) in making the disclosure of the aggregate value of recurrent transactions conducted pursuant to the General Mandate in the Annual Report, the Company will provide a breakdown of the aggregate value of the recurrent transactionsmade during the financial year, amongst others, based on the followinginformation:

• the type of the recurrent transactions made; and

• the names of the related parties involved in each type of the recurrent transactions made and their relationship with the listed issuer.

THAT the authority conferred by such mandate shall continue to be in force until:-

(i) the conclusion of the next AGM of the Company following the forthcomingAGM at which the Proposed Renewal of General Mandate for Recurrent RelatedParty Transactions is approved, at which time it will lapse, unless by a resolutionpassed at the AGM, the mandate is again renewed;

(ii) the expiration of the period within which the next AGM of the Company afterthe forthcoming AGM is required to be held pursuant to Section 143(1) of theCompanies Act, 1965 (but shall not extend to such extensions as may be allowedpursuant to Section 143(2) of the Companies Act, 1965); or

(iii) revoked or varied by a resolution passed by the shareholders in general meeting,


notice of annual general meetingcontinued


11Annual Report 2009


whichever is earlier.

AND THAT the Directors of the Company be and are hereby authorised to completeand do all such acts and things as they may consider expedient or necessary to giveeffect to the Proposed Renewal of General Mandate for Recurrent Related PartyTransactions.”

8. Authority under Section 132D of the Companies Act, 1965 for the Directorsto issue shares

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be andare hereby authorised to issue shares in the Company at any time until the conclusionof the next AGM upon such terms and conditions and for such purposes as theDirectors may, in their absolute discretion, deem fit provided that the aggregatenumber of shares to be issued does not exceed 10 per centum of the issued sharecapital of the Company for the time being, subject always to the approval of allrelevant regulatory bodies being obtained for such allotment and issue.”

BY ORDER OF THE BOARDLIEW IRENE (MAICSA 7022609)TAI YIT CHAN (MAICSA 7009143)Secretaries

Selangor Darul EhsanDate: 7 October 2009



NOTES

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and votein his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the CompaniesAct, 1965 shall not apply to the Company.

2. A member may appoint not more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two(2) proxies, the appointments shall be invalid unless he specifies the proportion of his shareholdings to be represented by eachproxy.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised inwriting or, if the appointor is a corporation, either under its Common Seal or under the hand of the attorney.

4. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notariallycertified or office copy of such power or authority, must be deposited at the Company’s Share Registrars’ office at Level 17, TheGardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time set forholding the meeting or any adjournment thereof.



EXPLANATORY NOTES TO THE SPECIAL BUSINESS

5. Ordinary Resolution 7, if passed, will give the Directors of the Company authority to take all such steps as are necessary orexpedient to implement, finalise, complete and/or to effect the purchase(s) of ordinary shares by the Company as the Directorsmay deem fit and expedient in the best interest of the Company. The authority will, unless revoked or varied by the Company ingeneral meeting, continue to be in force until the conclusion of the next Annual General Meeting of the Company or the expiryof the period within which the next Annual General Meeting of the Company following the Thirteenth Annual General Meetingis required by law to be held.

6. Ordinary Resolution 8, if passed, will allow Komarkcorp Group to enter into recurrent related party transactions in the ordinarycourse of business and the necessity to convene separate general meetings from time to time to seek shareholders’ approval asand when such recurrent related party transactions occur would not arise. This would reduce the expenses associated therewith,improve administrative efficiency and allow human resources and time to be channelled towards attaining corporate objectives.The shareholders’ mandate is subject to renewal on an annual basis.

7. Ordinary Resolution 9, if passed, will empower the Directors to allot and issue shares in the Company up to an amount notexceeding in total ten per centum (10%) of the issued share capital of the Company for such purposes as the Directors considerwould be in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expireat the next AGM. As at the date of this notice, no new shares were issued pursuant to the existing mandate granted at theTwelfth Annual General Meeting held on 29 October 2008. At this juncture, there is no decision to issue new shares. If thereshould be a decision to issue new shares after the general mandate is sought, the Company will make an announcement inrespect of the purpose and utilisation of proceeds arising from such issue.

Koh Chie Jooi

Age : 31

Nationality : Malaysian

Qualification : Degree in Bachelor of Commerce

Occupation : Company Director

Position : Executive Director

Other Directorships of Public Companies : None

The Date He Was First Appointed to the Board

: 27 June 2002

The Details of Any Board Committee to Which He Belongs :Nil

Securities Holding in the Company :

Indirect:

16,917,189 ordinary shares

Securities Holding in the Subsidiaries :

Deemed to have interests in shares of all the subsidiaries to theextent Komarkcorp Berhad has an interest.

Family Relationship With Any Director and / or MajorShareholders of the Company :

Child of Mr. Koh Hong Muan @ Koh Gak Siong and and brother of Mr. Koh Chee Mian

List of Convictions for Offences Within the Past 10 YearsOther Than Traffic Offences : None

Working Experience :

He is an Executive Director and was appointed to the Board ofKomarkcorp Berhad on 27 June 2002. He graduated from theUniversity of Sydney, Australia with a degree in Bachelor ofCommerce. Prior to joining Komarkcorp in December 2001 asAssistant Accounts Manager, he was attached to KPMG fromFebruary 2001 to November 2001, with his last held position asAudit Assistant.

He is currently assisting the Chairman and Chief Executive Officer ofKomark Group to oversee the overall operation and financialmatters and in formulating the business development and corporatestrategies for the Group.

The Number of Board Meetings Attended in the

Financial Year : 4 out of 4

Koh Hong Muan @ Koh Gak Siong

Age : 61


Qualification : Malaysian Certificate of Education

Occupation : Group Chairman and Chief Executive Officer



The Date He Was First Appointed to the Board :

16 June 1997

The Details of Any Board Committee to Which He Belongs :Remuneration Committee and Nomination Committee ofKomarkcorp Berhad


Direct :


Indirect:




Family Relationship With Any Director and / or MajorShareholders of the Company :

Parent to Mr. Koh Chie Jooi and Mr. Koh Chee Mian

Conflict of Interest : None



Mr. Koh is the founder of the Komarkcorp Group of Companiesand is currently the Group Chairman and Chief Executive Officerof Komarkcorp Group. Mr. Koh is responsible for formulating theoverall business development and corporate strategies for theGroup. Mr. Koh has been engaged in the manufacturing ofpressure sensitive labels and automatic labelling systems for over30 years during which he gained wide experience in productdevelopment and corporate management. He co-invented two setsof patented feeding mechanism in hand-held labellers and precisionproducts feeding device with pneumatic logistic control systems inautomatic labelling machines, respectively. Mr. Koh’s efforts wererecognised by the Malaysian Government when General Labels &Labelling (M) Sdn Bhd and Komark International (M) Sdn Bhd,wholly-owned subsidiaries of Komarkcorp Berhad, were grantedPioneer Status for the manufacturing of automatic labellingmachines and hand-held labellers by Malaysia IndustrialDevelopment Authority (MIDA), Malaysia in 1991 and 1997,respectively. Mr. Koh is a member of The Institute of Printing of theUnited Kingdom.




PROFILE OF Directors


profile of directorscontinued

Koh Chee Mian

Age : 29


Qualification : Degree in Bachelor of Engineering

Occupation : Technical Manager



The Date He Was First Appointed to the Board

: 15 December 2003

The Details of Any Board Committee to Which He Belongs :Nil


Indirect :




Family Relationship With Any Director and / or Major

Shareholders of the Company :

Child of Mr. Koh Hong Muan @ Koh Gak Siong and brother of Mr.Koh Chie Jooi




He is an Executive Director and was appointed to the Board ofKomarkcorp Berhad on 15 December 2003. He graduated fromthe King’s College London, United Kingdom with a degree inBachelor of Engineering. He has been appointed as TechnicalManager for the China operations of Komarkcorp.

Currently, he is the person-in-charge of the overall operations forChina.



Datuk Ng Peng Hong @ Ng Peng Hay

D.M.S.M., D.S.M., P.J.K.

Age : 57


Qualification : Malaysian Certificate of Education


Position : Independent Non-Executive Director

Other Directorships of Public Companies :

Bonia Corporation Berhad

Farm’s Best Berhd

Ta Win Holdings Berhad

Wellcall Holdings Berhad


16 June 1997

The Details of Any Board Committee to Which He Belongs :Audit Committee, Remuneration Committee and NominationCommittee of Komarkcorp Berhad

Securities Holding in the Company : Nil

Securities Holding in the Subsidiaries : Nil

Family Relationship With Any Director and / or MajorShareholders of the Company : Nil




He was appointed to the Board of Komarkcorp Berhad on 16 June1997. He was the State Assemblyman for Tengkera Constituencyunder Barisan Nasional between 1982 and 1986. He then servedas a Senator in the Malaysian Parliament from 1987 to 1993. Hisfirst involvement in social activities was upon completing hissecondary education. He has been appointed as the InvestmentCo-ordinator of the Malacca State Development Corporation tohandle direct investments in the State of Melaka since 1988.Together with his team of officials and his excellent public relations,he has helped in attracting numerous Taiwanese, Singaporean andChinese investors into the State of Melaka. In recognition of hisefforts and dedication, he was conferred the Darjah Mulia SeriMelaka by his Excellency, the Governor of Melaka in 1992. On 17July 1999, the Taiwanese Government awarded him the EconomicMedal. He was the Chairman of MCA, 7th Branch Melaka since1982. He also appointed as Vice Chairman of Melaka StateMalaysia Crime Prevention Foundation (MCPF) since 1997 and is aBoard member of Malaysian Industrial Development Authority (MIDA).




profile of directorscontinued

Chew Chee Chek

Age : 39


Qualification : Diploma In Commerce (Financial Accounting), KolejTunku Abdul Rahman The Association of Chartered Certified Accountants



Other Directorships of Public Companies :

Wellcall Holdings Berhad


15 April 2003

The Details of Any Board Committee to Which He Belongs :Audit Committee, Remuneration Committee and NominationCommittee of Komarkcorp Berhad





List of Convictions for Offences Within the Past 10 Years OtherThan Traffic Offences : None


He was appointed to the Board of Komarkcorp Berhad on 15 April2003. He is a Fellow of the Association of Chartered CertifiedAccountants, UK. He started his career as an Audit Assistant in BDOBinder, Kuala Lumpur, a public accounting firm, from 1994 to 1995. In1995, he joined PricewaterhouseCoopers (then known as Coopers &Lybrand) as Audit Semi Senior and subsequently promoted to AuditSenior. In 1996, he joined Alliance Merchant Bank Berhad (then knownas Amanah Merchant Bank Berhad) as a Corporate Finance Executivewhere he acquired extensive experience in corporate restructuringexercise involving initial public offer, merger and acquisition, reversetakeover, back door listing, debt restructuring, rights issue, privateplacement and bonus issue. Subsequently, he was promoted to theposition of Corporate Finance Assistant Manager. In 2000, he joinedKomarkcorp Berhad as the Group Financial Controller. He resignedfrom Komarkcorp Berhad in the same year and advanced his career byjointly setting up WCL Consulting Sdn Bhd, a managementconsultancy firm, with various partners where he was appointed asDirector and later resigned in August 2006. In April 2006, he wasappointed as the Executive Director of Wellcall Holdings Berhad. Healso sits on the board of directors of two private limited companies.



Ihsan bin Ismail

Age : 46


Qualification : Master Degree in Business AdministrationCalifornia State University, School of Business Administration,Bachelor of Science in Business Administration Oregon StateUniversity, School of Business Administration





1 January 2009

The Details of Any Board Committee to Which He Belongs :Audit Committee of Komarkcorp Berhad







He was appointed to the Board of Komarkcorp Berhad on 1January 2009. He joined Lembaga Tabung Haji as an investmentofficer after graduating from California State University, USA in1987 with a Master degree in Business Administration. He wasattached to Lembaga Tabung Haji for 9 years from 1987 to 1996and he was a special assistant to Deputy Director General inInvestment and an assistant director of corporate affair prior tosetting up his own business. He also represented Tabung Haji inseveral companies, He sat on board of directors of PeladangTabung Haji Sdn Bhd for 7 years from 1989 to 1996; SyarikatTimes Offset Malaysia Sdn Bhd for 15 years from 1992 to 2007.He has wide experience in investment management and projectevaluations.




STATEMENT ONCorporate Governance

The Board of Directors appreciates the importance of adopting high standards of corporate governance within the Group.The Board views corporate governance as synonymous with three key concepts: namely transparency, accountability andcorporate performance.

As such, the Board strives to adopt the substance behind corporate governance prescriptions and not merely the form. TheBoard is thus fully committed to the maintenance of high standards of corporate governance by supporting and implementingthe prescriptions of the principles and best practices set out in Parts 1 and 2 of the Malaysian Code on Corporate Governance(“Code”) respectively.

The Board is pleased to provide the following statement, which outlines the main corporate governance practices that werein place throughout the financial year, unless otherwise stated.

Principles Statement

The following statement sets out how the Group has applied the principles in Part 1 of the Code. The Principles are dealtwith under the following headings: Board of Directors, Directors’ Remuneration, Shareholders and Accountability and Audit.

A. BOARD OF DIRECTORSBoard Responsibilities

The Group acknowledges the pivotal role of the Board of Directors in the stewardship of its direction and operations,and ultimately the enhancement of long-term shareholder value. To fulfil this role, the Board is responsible for the overallcorporate governance of the Group, including its strategic direction, establishing goals for management and monitoringthe achievement of these goals. The role and function of the Board, as well as the differing roles of executive directorsand non-executive directors are clearly delineated and defined.

The Board has a formal schedule of matters reserved to itself for decision, which includes the overall Group strategy anddirection, acquisition and investment policy, approval of major capital expenditure, consideration of significant financialmatters and its review of the financial and operating performance of the Group. The schedule ensures that thegovernance of the Group is firmly in the Board’s hands.

Meetings

The Board ordinarily meets at least four (4) times a year at quarterly intervals with additional meetings convened whenurgent and important decisions need to be taken. During the financial year ended 30 April 2009, the Board met on four(4) occasions; where it deliberated upon and considered a variety of matters including the Group’s financial results,major investments and strategic decisions, the business plan, corporate finance and developments and directions of theGroup.

Prior to each Board meeting, Directors are furnished with comprehensive information on matters requiring theirdeliberation. The Board papers encompass both quantitative and qualitative factors which enable informed decision-making. All proceedings, deliberations and resolutions passed at the Board meetings are minuted by the CompanySecretary and confirmed by the Chairman of the meeting.

Details of each Director’s attendance at the Board meetings held during the financial year ended 30 April 2009are as follows:-

Name of Director Attendance %

Koh Hong Muan @ Koh Gak Siong 4/4 100Lee Poh Tin (resigned w.e.f. 31 March 2009) 2/3 67Datuk Ng Peng Hong @ Ng Peng Hay 4/4 100Koh Chie Jooi 4/4 100Chew Chee Chek 4/4 100Koh Chee Mian 3/4 75Ihsan bin Ismail (appointed with effect from 1 January 2009) 1/1 100


statement on corporate governancecontinued

A. BOARD OF DIRECTORS continuedBoard Committees

To assist the Board in carrying out its fiduciary duties and to enhance business and operational efficiency, the Boardof Directors delegates certain duties to its committees, namely the Audit Committee, Nomination Committee andRemuneration Committee.

All committees have written terms of reference and the Board receives reports of their proceedings and deliberations.The Chairman of the various committees will report to the Board the outcome of the Committee meetings whichwill be recorded in the minutes of the Board meeting.

Board Balance

As at the date of this statement, the Board consists of six (6) members; comprising three (3) independent non-executive directors and three (3) executive directors. A brief profile of each director is presented on pages 13 to 15of the Annual Report.

The concept of independence adopted by the Board is in tandem with the definition of an independent director inparagraph 1.01 of the Bursa Securities Main Market Listing Requirements (“MMLR”) and the Practice Note 13 issuedpursuant to the MMLR. The key element for fulfilling the criteria is the appointment of an independent director whois not a member of management and who is free of any relationship which could interfere with the exercise ofindependent judgement or the ability to act in the best interest of the Company. The Board’s composition complieswith paragraph 15.02 of the MMLR which requires that at least two (2) directors or one-third of the Board of theCompany, whichever is the higher, are independent directors.

The directors with their different backgrounds and specialisation, collectively bring with them a wide range ofexperience and expertise in areas such as finance, corporate affairs, marketing and operations. The executive directorsare responsible for implementing the policies and decisions of the Board, overseeing the operations as well as co-ordinating the development and implementation of business and corporate strategies. The independent non-executive directors bring with them objective and independent judgement to decision-making and provide a capablecheck and balance for the executive directors.

There is a clear division of responsibilities at the head of the Company to ensure a balance of authority and power.The Board is led by Datuk Ng Peng Hong @ Ng Peng Hay as the independent non-executive Chairman of AuditCommittee and the executive management is led by Mr Koh Hong Muan @ Koh Gak Siong, the Group Chairman/Chief Executive Officer.

The roles of Chairman of Audit Committee and the Group Chairman/Chief Executive Officer are clearly definedwithin each individual position description. The Chairman is responsible for running the Board and ensuring that alldirectors receive sufficient information on financial matters to enable them to participate actively in Boarddeliberations and decisions. The Group Chairman/Chief Executive Officer is responsible for the day to daymanagement of the business as well as implementation of the Board’s policies and decisions.

In view of the current composition of the Board, particularly the separation of the roles of the independent Chairmanand Group Chairman/Chief Executive Officer, and the presence of other independent directors, the Board does notconsider it necessary to nominate a Senior Independent Non-Executive Director to whom concerns of shareholdersmay be conveyed.

The Board is also satisfied that its composition fairly reflects the investment of minority shareholders in the Company.



A. BOARD OF DIRECTORS continuedSupply of Information

The Chairman ensures that all directors have full and timely access to information. Prior to the meetings of the Boardand the Board Committees, notice of agenda together with previous minutes and other relevant information werecirculated to all directors on a timely basis in order to enable the directors to be well informed and briefed beforethe meetings. All directors also have full and free access to information within the Group and can as individuals oras a full Board seek independent professional advice, in furtherance of their duties, at the expense of the Group.

Every director also has unhindered access to the advice and services of the Company Secretary. The Board believesthat the current Company Secretary is capable of carrying out her duties to ensure the effective functioning of theBoard. In the event that the Company Secretary fails to fulfil her functions effectively, the terms of the appointmentpermits her removal and appointment of successor only by the Board as a whole.

APPOINTMENTS TO THE BOARDNomination Committee

1. Objective

The principal objective of the Nomination Committee is to assist the Board of Directors in its responsibilities innominating new nominees to the Board of Directors. The Nomination Committee shall also assess the directors ofthe Company on an on-going basis.

2. Membership

The members of the Nomination Committee for the time being are:-

Datuk Ng Peng Hong @ Ng Peng Hay – Independent Non-Executive Director (Chairman)

Chew Chee Chek – Independent Non-Executive Director

Koh Hong Muan @ Koh Gak Siong – Executive Director

3. Composition of Members

The Board of Directors shall elect the Nomination Committee members from amongst themselves, a majority ofwhom are independent.

4. Chairman

The Chairman of the Nomination Committee shall be elected from amongst the Nomination Committee members and shall be an Independent Director. The Chairman of the Committee shall be approved by the Board of Directors.In the absence of the Chairman, the other Independent Director shall be the Chairman for that meeting.

5. Secretary

The Secretary of the Nomination Committee shall be the Company Secretary of the Company.

6. Meetings

The Nomination Committee may meet together for the despatch of business, adjourn and otherwise regulate the meetings at least once a year or more frequent as deemed necessary. The Chairman may call for additional meetingsat any time at the Chairman’s discretion.

The Secretary shall on the requisition of the members of the Nomination Committee summon a meeting of the Nomination Committee except in the case of an emergency, reasonable notice of every Nomination Committee meeting shall be given in writing.



APPOINTMENTS TO THE BOARD continued6. Meetings continued

Details of each Nomination Committee Member’s attendance at Nomination Committee Meeting heldduring the financial year ended 30 April 2009 are as follows:-

Name of Nomination Committee Member Attendance

Datuk Ng Peng Hong @ Ng Peng Hay 2/2Koh Hong Muan @ Koh Gak Siong 2/2Chew Chee Chek 2/2

7. Quorum

A quorum shall consist of two (2) members, one of whom shall be an Independent Director.

8. Authority

The Nomination Committee shall in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company:-

8.1 shall annually review the required mix of skills and experience and other qualities, including core competencieswhich non-executive and executive directors should have;

8.2 shall assess on an annual basis, the effectiveness of the Board of Directors as a whole, the committees of theBoard and for assessing the contribution of each individual director; and

8.3 shall be entitled to the services of the Company Secretary who must ensure that all appointments are properlymade that all necessary information is obtained from the directors, both for the Company’s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the MMLR or other regulatory requirements.

9. Duties and Responsibilities

The duties and responsibilities of the Nomination Committee are:-

9.1 to recommend to the Board of Directors, candidates for all directorships to be filled by the shareholders or theBoard of Directors;

9.2 to consider, in making its recommendations, candidates for directorships proposed by the Group Managing Director, and within the bounds of practicability, by any other senior executive, director or shareholder and theNomination Committee shall consider the candidates’:-

• skills, knowledge, expertise and experience;• professionalism;• integrity; and• in the case of candidates for the position of independent non-executive directors, the Nomination Committee

shall also evaluate the candidates’ ability to discharge such responsibilities/functions as are expected fromindependent non-executive directors;

9.3 to recommend to the Board of Directors, the nominees to fill the seats on the board committees;

9.4 to review annually the required mix of skills and experience of the Board, including the core competencies whichdirectors should bring to the Board;



APPOINTMENTS TO THE BOARD continued

9. Duties and Responsibilities continued

9.5 to assess annually the effectiveness of the Board of Directors as a whole, the committees of the Board and thecontribution of each individual director, including the independent non-executive directors, as well as the chiefexecutive officer. All assessments and evaluations carried out by the Nomination Committee in the dischargeof all its functions shall be properly documented;

9.6 to act in line with the directions of the Board of Directors; and

9.7 to consider and examine such other matters as the Nomination Committee considers appropriate.

The Board and the Nomination Committee considered the appointment of an Executive Director as a member of the Nomination Committee, which is a departure from the best practices of the Malaysian Code on Corporate Governance, necessary to provide the Board and the Nomination Committee with the views of the executive management.

Directors’ Training

The Group acknowledges the fact that continuous education is vital for the Board members to gain insight into thestate of economy, technological advances in our core business, latest regulatory developments and managementstrategies. Therefore, the Directors are encouraged to evaluate their own training needs on a continuous process andto determine the relevant programmes, seminars and briefings that would enhance their knowledge to enable theDirectors to discharge their responsibilities more effectively. All members of the Board, including Encik Ihsan binIsmail who was appointed with effect from 1 January 2009, have attended the Mandatory Accreditation Programmeorganised by the Bursa Securities’ approved organisations.

For the financial year ended 30 April 2009, all the directors had not attended any external training courses(exceptfor Mr Koh Hong Muan @ Koh Gak Siong, Datuk Ng Peng Hong @ Ng Peng Hay and Mr Chew Chee Chek) but havebeen briefed by external auditors and company secretary pertaining to the changes made to the Malaysia AccountingStandards and Main Market Listing Requirements respectively.

The Group Chairman, Mr Koh Hong Muan @ Koh Gak Siong had attended a half day course on financial reportingduring financial turbulance organized by Malaysia Institute Of Accountants on 10th February 2009.

The Independent director, Datuk Ng Peng Hong @ Ng Peng Hay had attended a day course on CorporateGovernance/ Listing requirements organized by KPMG on 23rd November 2008.

The Independent director, Mr Chew Chee Check had attended a one day course on impact of financial reportingstandards organized by Malaysia institute of Certified Public Accountants on 8th May 2008.

Re-election

The Company’s Articles of Association provide that at least one-third of the Board is subject to retirement by rotationat each Annual General Meeting and all the Directors shall retire from office once at least in each three (3) years butshall be eligible for re-election. The Directors to retire in each year are the Directors who have been longest in officesince their appointment or re-appointment. A retiring Director is eligible for re-appointment. This provides anopportunity for the shareholders to renew their mandates. The election of each Director is voted on separately. Toassist shareholders in their decision, sufficient information such as personal profile, meetings attendance and theshareholdings in the Group of each Director standing for election are furnished in the Annual Report.

Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordancewith Section 129(6) of the Companies Act, 1965.



B. REMUNERATION COMMITTEE1. Objective

The principal objective of the Remuneration Committee is to assist the Board of Directors in its responsibilities in assessing the remuneration packages of the Group Chairman and Executive Directors.

2. Membership

The members of the Remuneration Committee for the time being are:-

Datuk Ng Peng Hong @ Ng Peng Hay - Independent Non-Executive Director (Chairman)

Chew Chee Chek - Independent Non-Executive Director

Koh Hong Muan @ Koh Gak Siong - Executive Director

3. Composition of Members

The Board of Directors shall elect the Remuneration Committee members from amongst themselves, a majority of whom are independent.

4. Chairman

The Chairman of the Remuneration Committee shall be elected from amongst the Remuneration Committee members and shall be an Independent Director. The Chairman of the Committee shall be approved by the Board of Directors.

5. Secretary

The secretary of the Remuneration Committee shall be the Company Secretary of the Company.

6. Meetings

The Remuneration Committee may meet together for the despatch of business, adjourn and otherwise regulatethe meetings at least once a year or more frequent as deemed necessary. The Chairman may call for additionalmeetings at any time at the Chairman’s discretion.

The Secretary shall on the requisition of the members of the Remuneration Committee summon a meeting ofthe Remuneration Committee except in the case of an emergency, reasonable notice of every RemunerationCommittee meeting shall be given in writing.

Details of each Remuneration Committee Member’s attendance at Remuneration Committee Meetingheld during the financial year ended 30 April 2009 are as follows:-

Name of Remuneration Committee Member AttendanceDatuk Ng Peng Hong @ Ng Peng Hay 1/1Koh Hong Muan @ Koh Gak Siong 1/1Chew Chee Chek 1/1

7. Quorum

A quorum shall consist of two (2) members, both of whom shall be Independent Directors.



B. REMUNERATION COMMITTEE continued8. Authority

The Remuneration Committee shall in accordance with a procedure or process to be determined by the Board of Directors and at the expenses of the Company:-

8.1 shall review, assess and recommend to the Board of Directors, the remuneration packages of the executive directors in all forms, with other independent professional advice or outside advice as necessary; and

8.2 shall be entitled to the services of the Company Secretary who must ensure that all decisions made on remuneration packages of the executive directors be properly recorded and minuted in the minutes book.

9. Duties and Responsibilities

The duties and responsibilities of the Remuneration Committee are:-

9.1 to review and assess the remuneration packages of the Group Managing Director and Executive Directorsin all forms, with or without other independent professional advice or other outside advice;

9.2 to ensure the levels of remuneration be sufficiently attractive and be able to retain directors needed to runthe Company successfully;

9.3 to structure the component parts of remuneration so as to link rewards to corporate and individual performance and to assess the needs of the Company for talent at board level at a particular time;

9.4 to recommend to the Board of Directors the remuneration packages of the Group Managing Director and Executive Directors;

9.5 to act in line with the directions of the Board of Directors; and

9.6 to consider and examine such other matters as the Remuneration Committee considers appropriate.

The remuneration of the Directors of Komarkcorp Berhad for the financial year ended 30 April 2009are as follows:-

Type Executive Directors Non-Executive Directors

Aggregate Remuneration RM’000 RM’000Directors’ Fees 105 45Salaries 1,600 -Allowance 566 -Bonuses - -Commission - -Compensation for loss of office - -Benefits in kind based on an estimated money value - -

Total 2,271 45

Band (RM) No. of Directors No. of Directors

Below 50,000 - 3450,001 – 500,000 1 -600,001 -650,000 2 -1,100,001 – 1,200,000 1 -

Total 4 3



C. SHAREHOLDERSThe Company recognises the importance of the accountability to its shareholders through proper communicationwith them. The Annual General Meeting is the principal forum for dialogue with the shareholders. Shareholders arenotified of the meeting and provided with a copy of the Company’s Annual Report before the meeting. Allshareholders are encouraged to attend the Annual General Meeting and participate in its proceedings. Everyopportunity is given to the shareholders to ask questions and seek clarification on the business and performance ofthe Group.

D. ACCOUNTABILITY AND AUDITAudit Committee

The objective of the Audit Committee is to assist the Board of Directors in meeting its responsibilities relating to accounting and reporting practices of the Company and its subsidiary companies. In addition, the Audit Committee shall:-

(a) Oversee and appraise the quality of the audits conducted both by the Company’s internal and external auditors;

(b) Maintain open lines of communication between the Board of Directors, the internal auditors and external auditors for the exchange of views and information, as well as to confirm their respective authority and responsibilities; and

(c) Determine the adequacy of the Group’s administrative, operating and accounting controls.

The Audit Committee’s Report is set out on pages 27 to 30 of the Annual Report.

Financial Reporting

Through the annual financial statements as well as the Chairman’s statement and review of operations in the AnnualReport and the quarterly announcements of results to shareholders, the Board aims to provide and present a balancedand meaningful assessment of the Group’s financial performance and prospects. The Board is assisted by the AuditCommittee to oversee the Group’s financial reporting processes and quality of its financial reporting.

Directors’ Responsibility Statement in Respect of the Preparation of the Audited Financial Statements

The Board is responsible for ensuring that the financial statements of the Group give a true and fair view of the stateof affairs of the Group and of the Company as at the accounting period and of their profit or loss and cashflow forthe period then ended. In preparing the financial statements, the Directors have ensured that applicable approvedaccounting standards in Malaysia and the provisions of the Companies Act, 1965 have been applied.

In preparing the financial statements, the Directors have applied consistently suitable accounting policies and madereasonable and prudent judgements and estimates.

The Directors also have a general responsibility for taking such steps as are reasonably available to them to safeguardthe assets of the Group and to prevent fraud and other irregularities.

Statement on Internal Control

The Statement on Internal Control furnished on pages 25 to 26 of the Annual Report provides an overview of thesystem of internal controls of the Group.



D. ACCOUNTABILITY AND AUDIT continuedRelationship with the Auditors

Key features underlying the relationship between the Audit Committee and the external auditors are included in theAudit Committee’s Report as detailed on pages 27 to 30 of the Annual Report.

The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year whichgive a true and fair view of the state of affairs of the Company and Group as at the end of the financial year and ofthe results and cash flow of the Company and Group for the year then ended thereat.

In preparing the financial statements, the Directors are required to select appropriate accounting policies and applythem consistently to make reasonable and prudent judgements and estimates, and to state that all accountingstandards which they consider to be applicable have been followed. The Directors are also required to prepare thefinancial statements on the going concern basis unless it is inappropriate to do so.

The Directors have responsibility for ensuring that the Group keeps proper accounting records which disclose withreasonable accuracy at any time the financial position of the Group and which enable them to ensure that thefinancial statements comply with the Companies Act, 1965. The Directors also have responsibility for taking suchsteps that are reasonable to safeguard the assets of the Company and Group and for prevention and detection offraud and other irregularities.

E. CORPORATE SOCIAL RESPONSIBILITYThe Company has involved in various activities as part of its Corporate Social Responsibility (CSR) efforts:

a) Occupational Safety and Health

The Company is committed to maintain high safety and health standards at work place. A committee has been set up to monitor the compliance of the safety and health standards. A series of in-house programmes on safety and health are regularly conducted with the assistance of external experts and committee members. This includes training on handling chemical, flammable materials and machineries in work place.

b) Contribution to charitable causes

The Company has been contributing regularly to schools with an objective to provide the less for fortunate an opportunity to pursue further education.


STATEMENT ONInternal Control

The Board of Directors is ultimately responsible for the Group’s system of internal control and for reviewing theeffectiveness of the internal control system during the year pursuant to paragraph 15.26 (b) of the Bursa Securities MainMarket Listing Requirements (“MMLR”). Internal control system is primarily designed to cater for the business needs andmanage the potential business risks of the Group.

The Board has overall responsibility for the Group’s system of internal control, which aims to:

• safeguard shareholders’ investments and the Group’s assets;

• ensure that proper accounting records are maintained; and

• ensure that the financial information provided within the business and for publication is reliable.

In view of the limitations that are inherent in any systems of internal control, such systems are designed to mitigaterather than eliminate the likelihood of fraud and error. Accordingly, these systems can provide only reasonable and notabsolute assurance against material misstatement or loss. The concept of reasonable assurance also recognises that thecost of control procedures should not exceed the expected benefits.

There are always opportunities to further improve the current internal control systems of the Group. A programme ofactions to enhance the internal control systems was undertaken in line with corporate governance compliance. TheCompany has on 5 August 2006 outsourced the internal audit function of the Group to AAC Corporate GovernanceAdvisory Sdn Bhd (formerly known as Anuarul Azizan Chew Consulting Sdn Bhd), a professional firm, on a project basisafter considering the following:-

• The underlying operations risk of the business operations; and

• The contribution of the particular Subsidiary’s business operations towards the performance of the Group.

The Internal Auditor’s main role is to independently assess the adequacy and effectiveness of the system of internalcontrol established by Management, the adequacy and integrity of such system of internal control with regard to theobjectives served and to make appropriate recommendations for Management’s implementation. The Internal Auditorsreport directly to the Audit Committee.

In seeking to achieve the objectives of the internal control systems, the following key elements will be considered:

Control Environment and Activities

It is imperative that the Group should operate on a sound system of internal control. In general, the overall line ofcommunications across the business should be defined and there is an appropriate integrity in risk management.

There is also a limit on authority that clearly defines authorisation limits to ensure proper identification of accountabilitiesand segregation of duties. Operation control procedures have been established according to ISO 9001 standard. This willensure that the business process flow is accordingly and properly executed.

Risk Management

The Board fully supports the contents of the Statement on Internal Control and Guidance for Directors of Public ListedCompanies. The Board together with the assistance of the professional firm is in the process of reviewing the existingrisk management process of certain business operations, with the aim of formalising the risk management functionsacross the Group.

As an ongoing process, business issues faced by the Group are identified and evaluated and consideration is given onthe potential impact of achieving the business objectives. This includes examining business issues in critical areas,assessing the likelihood of material exposures and identifying the measures taken to mitigate the risks arising from theseissues.


statement on internal controlcontinued

Relationship with Shareholders

The annual report and the quarterly announcements are the primary mode of communications to report on the Group’sbusiness activities and financial performance to all shareholders.

The Annual General Meeting (“AGM”) provides a good opportunity to communicate with the shareholders and theBoard welcomes their participation during the AGM. The Audit Committee is available at the AGM to answer questionsand consider suggestions. This is usually followed by a dialogue with the press to further highlight the Group’s activitiesfor the benefits of shareholders especially those who are unable to attend the AGM.

Going Concern

The Board, based on the current business activities and facilities available as well as the stable economic environment,have a reasonable expectations that the Group is in a position to continue its operational presence and existence in theforeseeable future. Hence the Group financial statements have been prepared on the going concern basis.


AUDIT COMMITTEEReport

COMPOSITIONDatuk Ng Peng Hong @ Ng Peng HayChairman/Independent Non-Executive Director

Chew Chee ChekIndependent Non-Executive Director

Ihsan bin IsmailIndependent Non-Executive Director(appointed with effect from 1 January 2009)

Koh Hong Muan @ Koh Gak SiongExecutive Director(resigned with effect from 1 January 2009)

TERMS OF REFERENCE1. OBJECTIVE

The objective of the Audit Committee is to assist the Board of Directors in meeting its responsibilities relating toaccounting and reporting practices of the Company and its subsidiary companies.

In addition, the Audit Committee shall:-

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

b) Maintain open lines of communication between the Board of Directors, the internal auditors and the externalauditors for the exchange of views and information, as well as to confirm their respective authority andresponsibilities; and

c) Determine the adequacy of the Group’s administrative, operating and accounting controls.

2. COMPOSITION

The Audit Committee shall be appointed by the Directors from among their number (pursuant to a resolution of theBoard of Directors) which fulfils the following requirements:-

a) the audit committee must be composed of no fewer than three (3) members;

b) a majority of the audit committee must be independent directors;

c) all members of the Audit Committee should be financially literate and at least one member of the audit committee:-

i) must be a member of the Malaysian Institute of Accountants; or

ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least thee (3) years’ working experience and:-

� • he must have passed the examinations specified in Part 1 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 Scheduleof the Accountants Act, 1967; or

iii) fulfils the requirements as may be prescribed or approved by Bursa Malaysia Securities Berhad (“BursaSecurities”) and/or other relevant authorities from time to time; and

d) no alternate Director shall be appointed as a member of Audit Committee.


audit committee reportcontinued

TERMS OF REFERENCE continued2. COMPOSITION continued

The members of the Audit Committee shall elect a chairman from among their number who shall be an independentdirector.

In the event of any vacancy in the Audit Committee resulting in the non-compliance of item 2 (a) to (c) above, thevacancy must be filled within three (3) months of that event.

The Board of Directors must review the term of office and performance of the Audit Committee and each of itsmembers at least once every three (3) years to determine whether the Audit Committee and members have carriedout their duties in accordance with the terms of reference.

3. FUNCTIONS

The functions of the Audit Committee are as follows:-

a) review the following and report the same to the Board of Directors:-

i) with the external auditors, the audit plan;

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

iii) with the external auditor, his audit report;

iv) the assistance given by the Company’s employees to the external auditors; and

v) any related party transaction and conflict of interest situation that may arise within the Company or group including any transaction, procedure or course of conduct that raises questions of management integrity.

b) To consider the appointment of the external auditor, the audit fee and any questions of resignation or dismissal and the letter of resignation from the external auditor, if applicable;

c) To discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure co- ordination where more than one audit firm is involved;

d) To review the quarterly and year-end financial statements of the Company, focusing particularly on:-

• Any changes in accounting policies and practices;• Significant adjustments arising from the audit;• The going concern assumption;• Compliance with accounting standards and other legal requirements;

e) To discuss problems and reservations arising from the interim and final audits, and any matter the auditor maywish to discuss (in the absence of management where necessary);

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

g) To do the following in relation to the internal audit function:-

• Ensure the internal audit function is independent of the activities it audits and the head of internal audit reports directly to the Audit Committee. The head of internal audit will be responsible for the regular review and/or appraisal of the effectiveness of the risk management, internal control and governance processes within the Company;

• Review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;

• Review the internal audit programme and results of the internal audit process and where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function;

• Review any appraisal or assessment of the performance of members of the internal audit function;• Approve any appointments or termination of senior staff members of the internal audit function;



TERMS OF REFERENCE continued3. FUNCTIONS continued

• Take cognisance of resignations of internal audit staff members (for in-house internal audit function) or the internal audit service provider (for out-sourced internal audit function) and provide the resigning staffmember or the internal audit service provider an opportunity to submit his reasons for resigning.

h) To consider any related party transaction that may arise within the Company and group;

i) To consider the major findings of internal investigations and management’s response;

j) To consider other areas as defined by the Board, or as may be prescribed by Bursa Securities or any other relevant authority from time to time; and

k) To perform any other functions/responsibilities as may be required of them by Bursa Securities or such otherrelevant authorities from time to time.

4. RIGHTS OF THE AUDIT COMMITTEEThe Audit Committee shall, wherever necessary and reasonable for the Company to the performance of its duties,in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:-

a) have authority to investigate any matter within its terms of reference;

b) have the resources which are required to perform its duties;

c) have full and unrestricted access to any information pertaining to the Company;

d) have direct communication channels with the external auditors and person(s) carrying out the internal auditfunction or activity;

e) be able to obtain independent professional or other advice; and

f) be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendanceof other directors and employees of the Company, whenever deemed necessary.

The Chairman of the Audit Committee shall engage on a continuous basis with senior management, such as thechairman, the chief executive officer, the finance director, the head of internal audit and the external auditors in orderto be kept informed of matters affecting the Company.

5. MEETINGSThe Audit Committee shall meet at least four (4) times a year and such additional meetings as the Chairman shalldecide in order to fulfil its duties. However, at least twice a year the Audit Committee shall meet with the externalauditors without the presence of executive Board members.

In addition, the Chairman may call a meeting of the Audit Committee if a request is made by any committee member,the Company’s Chief Executive, or the internal or external auditors.

The Company Secretary or other appropriate senior official shall act as secretary of the Audit Committee and shallbe responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported byexplanatory documentation to committee members prior to each meeting.

The Secretary shall also be responsible for keeping the minutes of meetings of the Audit Committee, and circulatingthem to committee members and to the other members of the Board of Directors.

A quorum shall consist of a majority of independent directors.

By invitation of the Audit Committee, the Company must ensure that other directors and employees attend anyparticular audit committee meeting specific to the relevant meeting.



DETAILS OF ATTENDANCE AT AUDIT COMMITTEE MEETINGS DURING THE FINANCIAL YEAR ENDED 30 APRIL 2009Number of Audit Committee Meetings held for the financial year: Four (4)Attendance of the Audit Committee members are shown below:-

Name of Audit Committee member Attendance

Datuk Ng Peng Hong @ Ng Peng Hay 4/4Chew Chee Chek 4/4Ihsan bin Ismail (appointed with effect from 1 January 2009) 1/1Koh Hong Muan @ Koh Gak Siong (resigned with effect from 1 January 2009) 3/3

HIGHLIGHTS OF ACTIVITIESDuring the financial year, the activities of the Audit Committee included:-

1. Review of the quarterly financial results prior to the release of the announcements to Bursa Securities.

2. Review of the external auditor’s reports in relation to audit and accounting issues arising from the audit of the Group’s financial statements and updates on the changes in the reporting of financial statements.

3. Review of audit strategy and plan of the external auditors.

4. Examined findings made by the internal auditors and management’s response.

INTERNAL AUDIT FUNCTION AND SUMMARY OF ACTIVITIESThe internal audit function of the Company has been outsourced to an independent professional firm, namely AACCorporate Governance Advisory Sdn Bhd, which assists the Audit Committee in discharging its duties and responsibilities.They act independently and with due professional care and report directly to the Audit Committee.

In respect of the financial year ended 30 April 2009, the Internal Auditors had carried out internal audit reviews on thefollowing subsidiaries:

a) General Labels and Labelling (Penang) Sdn Bhd (“GLLP”) covering the following scope of work:

• Procurement function;• Quality control and assurance function; and• Sales and marketing function.

b) General Labels and Labelling (M) Sdn Bhd & Komark International (M) Sdn Bhd covering maintenance of plant andmachineries such as:

• Maintenance plan and scheduling• Execution and inspection• Maintenance parts handling

The reviews were conducted to assess:

• the adequacy and effectiveness of the group’s system of internal control • its compliance with the group policies and procedures over its business processes

This could enhance the existing system of internal control and process efficiency of companies and thereon providerecommendations for improvement.

The professional fees incurred for the internal audit function in respect of financial year ended 30 April 2009 amountedto approximately RM8,663.


OTHERInformation

1. Share Buy-BackThe Company had on 23 May 2001 obtained the authority of its shareholders to undertake, inter alia, a share buyback of up to 10% of the issued and paid-up share capital. Subsequently, the authority for the share buy-back wasrenewed via the Company’s annual general meeting. During the financial year ended 30 April 2009, the Companyhas purchased 1,034,200 of its own shares and disposed of 82,100 of its own shares in the open market on 9December 2008. Subsequently the Company purchased another 1,000 of its own shares from the open market untilthe month of August 2009. Details of shares bought-back and re-sold are as follows:-

Month Number Lowest Highest Average Totalof shares purchase price purchase price purchase price consideration

purchased (RM) (RM) (RM) (RM)

Purchase

May-08 22,600 0.270 0.280 0.286 6,468.90Jun-08 113,000 0.230 0.280 0.249 28,184.70Jul-08 210,000 0.215 0.235 0.225 47,316.08Aug-08 43,100 0.225 0.280 0.230 9,897.53Sep-08 229,900 0.210 0.230 0.216 49,569.40Oct-08 81,400 0.175 0.220 0.192 15,668.34Nov-08 159,300 0.180 0.200 0.189 30,091.31Dec-08 173,900 0.180 0.350 0.193 33,567.17Jan-09 - - - - -Feb-09 - - - - -Mar-09 1,000 0.160 0.160 0.160 201.01Apr-09 - - - - -May-09 - - - - -Jun-09 - - - - -Jul-09 1,000 0.230 0.230 0.230 271.07Aug-09 - - - - -

Total 1,035,200 221,235.51

Disposal

Dec-08 82,100 0.175 0.185 0.176 14,461.05

2. American Depository Receipt (ADR) or Global Depository Receipt (GDR) ProgrammesDuring the financial year, the Company did not sponsor any ADR or GDR programmes.

3. Imposition of Sanctions and/or PenaltiesThere were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Managementby the relevant regulatory bodies.

4. Non-Audit FeesThe amount of non-audit fee paid or payable to external auditors and their affiliated company for the financial yearended 30 April 2009 are as follows:-

RM’000O&W Tax Consultants Sdn Bhd 13Er & Assicuate 3

165. Profit Estimate, Forecast or Projection

There was no variance between the results of the financial year and the unaudited results previously announced.

The Company did not release any profit estimates, forecast or projections for the financial year.


other informationcontinued

6. Profit Guarantees

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

7. Material Contracts

During the financial year, there were no material contracts of the Company and its subsidiaries involving Directors’ andmajor shareholders’ interest.

8. Contracts Relating to Loans

There were no material contracts relating to loans by the Company involving Directors and major shareholders.

9. Utilisation of Proceeds

The Company did not implement any fund raising exercise during the financial year.

10. Options, Warrants or Convertible Securities

There were no changes in the issued and paid up share capital of the Company during the financial year.

No options were granted to any person to take up unissued shares of the Company during the year. None of thewarrants is exercised as at end of the financial year.

11. Revaluation Policy

During the financial year, the Company and its subsidiaries do not have any revaluation policy on landed properties.

12. Disclosure of Recurrent Related Party Transactions

The details of the Recurrent Related Party Transactions (“RRPT”) of a revenue and trading nature carried out by theGroup during the financial year ended 30 April 2009 are as follows:

Amount transacted during

Nature of Transacting Nature of the financial year transaction Company Parties Relationship (RM’000)

Sale of labels and General Labels & Komark Enterprise 2,426 related products to Labelling (M) Sdn (a 49%-ownedKomark Enterprise Bhd, Komark associated Co. Ltd (“Komark International companyEnterprise”) Sdn Bhd (“KISB”) of KISB)

Koh Hong Muan @ Koh GakSiong who is a Director andMajor Shareholder ofKomarkcorp, is also shareholderof Komark Enterprise via AimasEnterprise Sdn Bhd (“AimasEnterrpise”). Koh Chie Jooi andKoh Chee Mian who areDirectors of Komarkcorp, arealso directors and shareholdersof Aimas Enterprise and personsconnected to Koh Hong Muan@ Koh Gak Siong. In addition,Koh Hong Muan @ Koh GakSiong, Koh Chie Jooi, Koh CheeMian and Aimas Enterprise have no direct shareholdings inKomark Enterprise other thanvia Komarkcorp.

Directors’ Report 34

Statement by Directors 38

Statutory Declaration 38

Independent Auditors’ Report 39

Balance Sheets 41

Income Statements 42

Consolidated Statement of Changes in Equity 43

Statement of Changes in Equity 44

Cash Flow Statements 45

Notes to the Financial Statements 47

Financial Statements


DIRECTORS’ Reportfor the year ended 30 April 2009

The directors have pleasure in submitting their report and the audited financial statements of the Group and of the Companyfor the financial year ended 30 April 2009.

PRINCIPAL ACTIVITIESThe principal activities of the Company are investment holding and provision of management services to its subsidiaries.The principal activities of the subsidiaries are as set out in Note 6 to the financial statements. There have been no significantchanges in these activities during the financial year.

RESULTSGroup Company

RM’000 RM’000

Profit/(loss) for the year 347 (3,421)

In the opinion of the directors, the results of the operations of the Group and of the Company for the financial year havenot been substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDNo dividend was paid nor declared since the end of the previous financial year and the directors do not recommend anydividend to be paid for the financial year.

RESERVES AND PROVISIONSThere were no material transfers to or from reserves or provisions during the financial year other than those disclosed inthe financial statements.

ISSUE OF SHARESDuring the financial year, there was no issue of shares.

TREASURY SHARESDuring the financial year, the Company repurchased 1,034,200 ordinary shares from the open market at an average priceof approximately RM0.22 per share. The total consideration paid for the repurchase including transaction costs wasRM220,964 and this was financed by internally generated funds.

The Company disposed of 82,100 treasury shares to the open market at an average price of approximately RM0.18 pershare. The total consideration received from the disposal deducting transaction costs was RM14,450.

The remaining repurchased shares are held as treasury shares in accordance with the requirement of Section 67A of theCompanies Act, 1965, and are disclosed in Note 15 to the financial statements.

SHARE OPTIONDuring the financial year, the Company did not grant any option to any person to take up the unissued shares of theCompany.

In prior year, the warrants issued are in registered form and constituted by a deed poll and entitle the registered holder tosubscribe for one (1) new ordinary share of RM1.00 in the Company at a price of RM1.70 per ordinary share for everywarrant held. The conversion ratio is subject to the aforesaid deed poll and can be exercised at any time during the ten (10)years subscription period expiring on 30 June 2010. At the end of the financial year, 39,999,990 warrants remainedunexercised.


directors’ reportfor the year ended 30 April 2009 continued

SHARE OPTION continuedThe warrants holders are not entitled to participate in any share issue of any other company.

SIGNIFICANT EVENTSignificant event during the financial year is disclosed in Note 31.

DIRECTORSThe directors who served from the date of the last report to the date of this report are:

Koh Hong Muan @ Koh Gak Siong Lee Poh Tin (resigned on 31 March 2009)Datuk Ng Peng Hong @ Ng Peng HayKoh Chie JooiChew Chee ChekKoh Chee MianIhsan Bin Ismail (appointed on 1 January 2009)

DIRECTORS’ INTERESTS IN SHARESAccording to the Register of Directors’ Shareholdings, the interests of directors in office at the end of the financial yearin shares in the Company during the financial year were as follows:

Number of ordinary shares of RM1.00 eachBalance at Balance at01.05.2008 Bought Sold 30.04.2009

(Direct Interest)Koh Hong Muan @ Koh Gak Siong 6,010,300 - - 6,010,300

(Indirect Interest)Koh Hong Muan @ Koh Gak Siong 10,906,889# - - 10,906,889#Koh Chie Jooi 16,917,189* - - 16,917,189*Koh Chee Mian 16,917,189* - - 16,917,189*

# Deemed interested in shares held by an affiliated company, Aimas Enterprise Sdn. Bhd., a company incorporatedin Malaysia, by virtue of Section 6A(4)(c) of the Companies Act, 1965 and shares held by spouse.

* Deemed interested in the shares held by persons connected under Section 122A(1)(a) of the Companies Act, 1965.

By virtue of their interests in the shares of the Company, Koh Hong Muan @ Koh Gak Siong, Koh Chie Jooi and KohChee Mian are also deemed to have an interest in the shares of all the subsidiaries of the Company to the extent theCompany has an interest.

Other than as disclosed above, none of the other directors in office at the end of the financial year had any interest inthe shares and warrants of the Company or its related companies during the financial year.

DIRECTORS’ BENEFITSSince the end of the previous financial year, no director has received or become entitled to receive any benefit (otherthan a benefit included in the aggregate amount of emoluments received or due and receivable by the directors shownin the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract madeby the Company or a related corporation with any director or with a firm of which the director is a member or with acompany in which the director has a substantial financial interest except as disclosed in Note 29 to the financialstatements.

DIRECTORS’ BENEFITS continuedNeither during nor at the end of the financial year was the Company a party to any arrangements which object was toenable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or anyother body corporate.

REMUNERATION COMMITTEEThe members of the Remuneration Committee who have served since the date of the last report are:

Datuk Ng Peng Hong @ Ng Peng HayKoh Hong Muan @ Koh Gak Siong Chew Chee Chek

OTHER STATUTORY INFORMATIONa. Before the financial statements of the Group and of the Company were made out, the directors took reasonable

steps:

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

(ii) to ensure that any current assets which were unlikely to realise their book values in the ordinary course ofbusiness had been written down to an amount which they might be expected so to realise.

b. At the date of this report, the directors are not aware of any circumstances:

(i) which would render the amount written off as bad debts, or the amount of the allowance for doubtful debtsin the financial statements of the Group and of the Company inadequate to any substantial extent;

(ii) which would render the value attributed to the current assets in the financial statements of the Group and ofthe Company misleading;

(iii) which have arisen which render adherence to the existing methods of valuation of assets or liabilities in thefinancial statements of the Group and of the Company misleading or inappropriate; and

(iv) not otherwise dealt with in this report or in the financial statements of the Group and of the Company, thatwould render any amount stated in the respective financial statements misleading.

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

(i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial yearwhich secures the liabilities of any other person; or

(ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the financialyear.

d. No contingent liability or other liabilities of the Group and of the Company has become enforceable, or is likely tobecome enforceable within the period of twelve months after the end of the financial year which, in the opinion ofthe directors, will or may substantially affect the ability of the Group and of the Company to meet its obligations asand when they fall due.

e. No item, transaction or event of a material and unusual nature has arisen in the interval between the end of thefinancial year and the date of this report, which is likely to affect substantially the results of the operations of theGroup and of the Company for the financial year in which this report is made.





AUDITORSThe Auditors, ONG & WONG, have indicated their willingness to continue in office.

Signed in accordance with a resolution of the directors

KOH HONG MUAN @ KOH GAK SIONGDirector

KOH CHIE JOOIDirector

Dated: 27 August 2009Kuala Lumpur


STATEMENT By Directors(Pursuant to Section 169[15] of the Companies Act, 1965)

We, KOH HONG MUAN @ KOH GAK SIONG and KOH CHIE JOOI, being two of the directors of KOMARKCORPBERHAD, do hereby state that, in the opinion of the directors, the financial statements set out on pages 41 to 77 aredrawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standardsin Malaysia so as to give a true and fair view of the states of affairs of the Group and of the Company as at 30 April2009 and of the results of their operations, changes in equity and cash flows of the Group and of the Company forthe financial year ended on that date.

Signed in accordance with a resolution of the directors

KOH HONG MUAN @ KOH GAK SIONGDirector

KOH CHIE JOOIDirector


STATUTORY Declaration(Pursuant to Section 169[16] of the Companies Act, 1965)

I, KOH HONG MUAN @ KOH GAK SIONG, being the director primarily responsible for the financial management ofKOMARKCORP BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 41 to 77are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing thesame to be true and by virtue of the provisions of the Statutory Declaration Act, 1960.

Subscribed and solemnly declared bythe abovenamed, at Kuala Lumpurin Wilayah Persekutuan on27 August 2009 KOH HONG MUAN @ KOH GAK SIONG

Before me,Leong See KeongNo. W494Commissioner for Oaths


INDEPENDENT Auditors’ Report To The Members Of Komarkcorp Berhad (Incorporated in Malaysia)

REPORT ON THE FINANCIAL STATEMENTSWe have audited the financial statements of Komarkcorp Berhad, which comprise the balance sheets as at 30 April2009 of the Group and of the Company, and the income statements, statements of changes in equity and cash flowstatements of the Group and of the Company for the financial year then ended, and a summary of significantaccounting policies and other explanatory notes, as set out on pages 41 to 77.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation and fair presentation of these financial statementsin accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia. This responsibility includesdesigning, implementing and maintaining internal control relevant to the preparation and fair presentation of financialstatements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriateaccounting policies, and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on our judgment, including the assessment of risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we considerinternal control relevant to the Company’s preparation and fair presentation of the financial statements in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluatingthe 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 auditopinion.

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standardsand the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group andof the Company as of 30 April 2009 and of their financial performance and cash flows for the financial year thenended.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSIn accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Companyand its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisionsof the Act.

b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have notacted as auditors, which are indicated in Note 4 to the financial statements.

c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’sfinancial statements are in form and content appropriate and proper for the purposes of the preparation of thefinancial statements of the Group and we have received satisfactory information and explanations required by usfor those purposes.

d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adversecomment made under Section 174(3) of the Act.


independent auditors’ report To The Members Of Komarkcorp Berhad (Incorporated in Malaysia) continued

OTHER MATTERSThis report is made solely to the members of the Company, as a body, in accordance with Section 174 of theCompanies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person forthe content of this report.

ONG & WONG ONG KONG LAIAF 0241 `494/06/10(J/PH)Chartered Accountants Partner of Firm



BALANCE SheetsAs At 30 April 2009

Group CompanyNote 2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000(Restated)

ASSETSNon-current assetsProperty, plant and equipment 3 152,268 143,743 - -Prepaid lease payments on land 4 1,890 1,890 - -Investment property 5 200 205 - -Investments in subsidiaries 6 - - 31,683 14,181Investment in associate 7 - - - -Other investment 8 4 4 - -Development expenditure 9 1,157 1,157 - -Goodwill on consolidation 10 1,750 1,750 - -

157,269 148,749 31,683 14,181Current assetsInventories 11 39,925 35,790 - -Receivables 12 39,427 43,523 42 42Amount due from associated company 13 1,769 2,189 - -Amount due from related companies 14 - - 48,574 70,667Tax recoverable 75 20 - -Cash and bank balances 15 5,915 6,107 7 7

87,111 87,629 48,623 70,716

TOTAL ASSETS 244,380 236,378 80,306 84,897

EQUITY AND LIABILITIESEquity attributable to equity holders of the CompanyShare capital 16 81,275 81,275 81,275 81,275Treasury shares 17 (436) (238) (436) (238)Share premium 15,289 15,298 15,289 15,298Reserves 18 21,382 18,503 (19,437) (16,016)

Total equity 117,510 114,838 76,691 80,319

Non-current liabilitiesBorrowings 19 28,974 29,824 - -Deferred tax liabilities 20 1,806 1,691 - -

30,780 31,515 - -

Current liabilitiesPayables 21 34,300 27,006 620 1,652Borrowings 19 61,405 62,807 2,995 2,926Tax payable 385 212 - -

96,090 90,025 3,615 4,578

Total liabilities 126,870 121,540 3,615 4,578

TOTAL EQUITY AND LIABILITIES 244,380 236,378 80,306 84,897

The annexed notes form an integral part of these financial statements.


INCOME StatementsFor The Year Ended 30 April 2009


RM’000 RM’000 RM’000 RM’000

Revenue 117,757 116,086 - -Cost of sales (64,693) (67,247) - -

Gross profit 53,064 48,839 - -Other operating income 22 1,552 1,961 - -Depreciation and amortisation (11,525) (10,176) - -Staff costs and employee benefits (20,017) (19,104) (2,589) (3,212)Other operating expenses (15,995) (13,023) (583) (863)

Profit/(Loss) from operations 7,079 8,497 (3,172) (4,075)Finance costs (6,204) (5,787) (249) (241)Share of results of associate - (61) - -

Profit/(Loss) before tax 23 875 2,649 (3,421) (4,316)Tax expense 24 (528) (982) - -

Profit/(Loss) for the year 347 1,667 (3,421) (4,316)

Attributable to:- Equity holders of the Company 347 1,667 (3,421) (4,316)- Minority interest - - - -

Profit/(Loss) for the year 347 1,667 (3,421) (4,316)

Basic earnings per share attributable to equity holders of the Company (sen) 25 0.44 2.1



CONSOLIDATED Statement Of Changes In EquityFor The Year Ended 30 April 2009

Att

ributa

ble

to E

quity

Hold

ers of th

e Com

pan

yM

inority

Tota

lNon-d

istr

ibuta

ble

Distr

ibuta

ble

Inte

rest

Equity

Shar

eTr

easu

rySh

are

Gen

eral

Tran

slat

ion

Ret

ained

Note

capital

shar

espre

miu

mre

serv

ere

serv

epro

fits

Tota

lRM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

At 1 May 2007

81,275

(849)

14,724

1,703

1,647

12,114

110,614

-110,614

Foreign currency

translation, representing

net expense recognised

directly in equity

--

--

1,372

-1,372

-1,372

Profit for the year

--

--

-1,667

1,667

-1,667

Total recognised income

and expense for the year

--

--

1,372

1,667

3,039

-3,039

Treasury shares

17- purchased

-(279)

--

--

(279)

-(279)

- disposed

-890

574

--

-1,464

-1,464

Total

-611

574

--

-1,185

-1,185

At 30 April 2008 / 1 May 2008

81,275

(238)

15,298

1,703

3,019

13,781

114,838

-114,838

Foreign currency translation,

representing net expense

recognised directly in equity

--

--

2,532

-2,532

-2,532

Profit for the year

--

--

-347

347

-347

Total recognised income

and expense for the year

--

--

2,532

347

2,879

-2,879

Treasury shares

17- purchased

-(221)

--

--

(221)

-(221)

- disposed

-23

(9)

--

-14

-14

Total

-(198)

(9)

--

-(207)

-(207)

At 30 April 2009

81,275

(436)

15,289

1,703

5,551

14,128

117,510

-117,510

The annexed notes form an integral part of these financial statements


STATEMENT OF Changes In EquityFor The Year Ended 30 April 2009

Non-distributable

Share Treasury Share Accumulated TotalNote capital shares premium losses Equity

RM’000 RM’000 RM’000 RM’000 RM’000

At 1 May 2007 81,275 (849) 14,724 (11,700) 83,450Loss for the year, representing total recognised income and expense for the year - - - (4,316) (4,316)Treasury shares 17- purchases - (279) - - (279)- disposed - 890 574 - 1,464

At 30th April 2008 / 1 May 2008 81,275 (238) 15,298 (16,016) 80,319Loss for the year, representing total recognised income and expense for the year - - - (3,421) (3,421)Treasury shares 17- purchases - (221) - - (221)- disposed - 23 (9) - 14

At 30 April 2009 81,275 (436) 15,289 (19,437) 76,691



CASH FLOW StatementsFor The Year Ended 30 April 2009


RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM OPERATING ACTIVITIESProfit/(Loss) before tax 875 2,649 (3,421) (4,316)Adjustments for:Amortisation of development expenditure 443 697 - -Bad debt written off - 21 - -Allowance for doubtful debts - 27 - -Reversal of allowance for doubtful debts - (799) - -Net loss/(gain) on disposal of property, plant and equipment (42) 465 - -Depreciation of property, plant and equipment 11,082 9,479 - -Loss/(Gain) on foreign exchange, unrealised 402 (584) - -Share of results of associate - 61 - -Interest expense 6,204 5,787 249 241Interest income (76) (50) - -

Operating profit/(loss) before working capital changes 18,888 17,753 (3,172) (4,075)Decrease in inventories (4,135) (1,947) - -Decrease/ (Increase) in receivables 3,694 (5,796) 4,591 2,453Increase/(Decrease) in payables 7,294 4,165 (1,032) 1,251

Cash generated from/(absorbed by) operations 25,741 14,175 387 (371)Tax paid (295) (175) - -Tax refund - 39 - -Interest paid (6,204) (5,787) (249) (241)Interest received 76 50 - -

Net cash generated from/(used in) operating activities 19,318 8,302 138 (612)

CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of property, plant and equipment B (10,431) (12,653) - -Proceeds from disposal of property, plant and equipment 157 3,736 - -Development expenditure paid (378) (901) - -Acquisition of additional shares in subsidiaries - - - (560)

Net cash used in investing activities (10,652) (9,818) - (560)

CASH FLOWS FROM FINANCING ACTIVITIESShare bought back (221) (279) (221) (279)Proceeds from disposal of treasury shares 14 1,464 14 1,464Increase in deposits pledged with licensed banks (898) (161) - -Repayment from associate 420 - - -Drawdown of term loan and other borrowings 8,102 25,383 - -Repayment of term loans and other borrowings (9,819) (20,493) - -Repayment of hire purchase and lease financing (4,007) (5,102) - -Proceeds from hire purchase and lease financing 10,150 - - -Net change in bills payable (11,445) 1,527 - -

Net cash generated from/(used in) financing activities (7,704) 2,339 (207) 1,185

Net increase/(decrease) in cash and cash equivalents 962 823 (69) 13Effects of exchange rate changes (2,929) 865 - -Cash and cash equivalents at beginning of year (14,676) (16,364) (2,919) (2,932)

Cash and cash equivalents at end of year A (16,643) (14,676) (2,988) (2,919)

NOTEA. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:

Group Company2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Cash and bank balances 5,915 6,107 7 7Less: Deposits pledged with

licensed institutions (2,951) (2,053) - -Bank overdraft (19,607) (18,730) (2,995) (2,926)

(16,643) (14,676) (2,988) (2,919)

B. ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT

During the financial year, the Group and the Company acquired the property, plant and equipment by:

Group Company2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Cash 10,431 12,653 - -Hire purchase - 10,374 - -

10,431 23,027 - -


cash flow statementsfor the year ended 30 April 2009 continued


NOTES TO THE Financial Statements30 April 2009

1. GENERAL INFORMATIONThe principal activities of the Company are investment holding and provision of management services to itssubsidiaries. The principal activities of the subsidiaries are as set out in Note 6.

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the MainMarket of Bursa Malaysia Securities Berhad.

The registered office is located at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 PetalingJaya, Selangor Darul Ehsan.

2. ACCOUNTING POLICIESThe accounting policies adopted by the Group and the Company are consistent with those adopted in the previousyears except for the adoption of the following new/revised Financial Reporting Standards (“FRSs”) effective forfinancial year beginning 1 May 2008:

FRS 107 Cash Flow StatementsFRS 112 Income TaxesFRS 118 RevenueFRS 121 The Effects of Changes in Foreign Exchange Rates

- Amendment to Net Investment In A Foreign OperationFRS 134 Interim Financial ReportingFRS 137 Provisions, Contingent Liabilities and Contingent Assets

The adoption of FRS 107, 112, 118, 121, 134 and 137 does not have significant financial impact on the Groupand the Company. For this set of financial statements, the Group and the Company have chosen not to early adoptthe following FRSs and IC Interpretations (“ICs”) which are not yet effective but are relevant to the Group and theCompany:

Effective for financialFRS periods beginning on or after

FRS 8 Operating Segments 1 July 2009FRS 139 Financial Instruments: 1 January 2010

Recognition and MeasurementFRS 7 Financial Instruments : 1 January 2010

DisclosuresFRS 123 Borrowing Costs 1 January 2010Amendments to First-time Adoption of Financial 1 January 2010FRS 1 Reporting StandardsAmendments to Consolidated and Separate Financial 1 January 2010FRS 127 Statements: Cost of an Investment

in a Subsidiary, Jointly Controlled Entity or Associate

IC Interpretation 9 Reassessment of Embedded 1 January 2010Derivatives

IC Interpretation 10 Interim Financial Reporting 1 January 2010and Impairment

IC Interpretation 11 FRS 2 – Group and Treasury 1 January 2010Share Transactions

The above FRSs and ICs are expected to have no significant impact on the financial statements of the Group andof the Company upon their initial application. The Group and the Company are not required to disclose the possibleimpact of applying FRS 7 and FRS139 on these financial statements by virtue of exemptions provided under thisFRS.

The new FRSs and ICs above are expected to have no significant impact on the financial statements of the Groupupon their initial application except for the changes in disclosures arising from the adoption of FRS 8.

2. ACCOUNTING POLICIES continueda. Basis of Preparation

The financial statements of the Group and of the Company have been prepared in accordance with the provisionsof the Companies Act, 1965 and applicable FRSs. The financial statements have been prepared under thehistorical cost convention, except where otherwise stated in the respective accounting policies.

The financial statements are presented in Ringgit Malaysia (“RM”) which is also the Company’s functionalcurrency.

b. Subsidiaries and Basis of Consolidation(i) Subsidiaries

Subsidiaries are entities over which the Group has the power, directly or indirectly, to exercise control overthe financial and operating policies so as to obtain benefits from their activities.

In the Company’s separate financial statements, investments in subsidiaries are stated at cost less impairmentlosses, if any. On disposal of such investments, the difference between the net disposal proceeds and theircarrying amounts is included in the income statement. The policy for the recognition and measurement ofimpairment losses is in accordance with Note 2(h).

(ii) Basis of ConsolidationThe consolidated financial statements include the financial statements of the Company and its subsidiariesmade up to the end of the financial year. The results of the subsidiaries are consolidated using the acquisitionmethod.

Under the acquisition method, subsidiaries are consolidated from the date on which control is transferredto the Group and are no longer consolidated from the date that control ceases. The cost of acquisition ismeasured as the aggregate of fair values, at the date of exchange, of the assets given, liabilities incurred orassumed, and equity instruments issued, plus any costs directly attributable to the business combination.Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination aremeasured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest.Any difference between the cost of acquisition and the Group’s interest in the net fair value of the identifiableassets, liabilities and contingent liabilities acquired is recognised as goodwill or negative goodwill. Theaccounting policy on goodwill and negative goodwill is disclosed in Note 2(d).

Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and theconsolidated financial statements reflect external transactions only. Unrealised losses are eliminated onconsolidation unless costs cannot be recovered. Consistent accounting policies are applied for transactionsand events in similar circumstances.

Minority interest represents the portion of profit or loss and net assets in subsidiaries not held directly orindirectly by the Group. Minority interest is measured at the minority’s share of the fair values of theidentifiable assets and liabilities at the acquisition date and the minority’s equity since then.

c. AssociateAssociate is an entity in which the Group has a long term equity interest and voting rights of between 20% and50% to exercise significant influence. Significant influence is the power to participate in the financial andoperating policy decisions of the associate but not in control over those policies.

Investment in associate is accounted for in the consolidated financial statements using the equity method. TheGroup’s investment in associate is recognised in the consolidated balance sheet at cost plus the Group’s shareof post-acquisition net results of the associate less impairment losses. The policy for the recognition andmeasurement of impairment losses is in accordance with Note 2(h).

The Group’s share of results of the associate is recognised in the consolidated income statement from the datethat significant influence commences until the date that significant influence ceases. Any unrealised gains andlosses on transactions between the Group and the associate are eliminated to the extent of the Group’s interestin the associate. When the Group’s share of losses in an associate equals or exceeds its interest in the associate,the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf ofthe associate. Consistent accounting policies are applied for transactions and events in similar circumstances.


notes to the financial statements30 April 2009 continued



2. ACCOUNTING POLICIES continuedc. Associate continued

Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised.Any excess of the Group’s share of the fair value of the associate’s net identifiable assets and contingentliabilities over the cost of the investment is excluded from the carrying amount of the investment and is insteadincluded as income in the determination of the Group’s share of the results of the associate in the period inwhich the investment is acquired.

In the Company’s separate financial statements, investment in associate is stated at cost less impairment losses,if any. On disposal of such investments, the difference between the net disposal proceeds and their carryingamounts is included in the income statement.

d. Goodwill

Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value ofthe identifiable assets, liabilities and contingent liabilities of the subsidiaries.

Goodwill is measured at cost less accumulated impairment losses, if any. Goodwill is no longer amortised.Instead it is allocated to cash-generating units (“CGUs”) which are expected to benefit from the synergies ofthe business combination. Each CGU represents the lowest level at which the goodwill is monitored and is notlarger than a segment based on either the Group’s primary or secondary reporting format. The carrying amountof goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicatethat it might be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwillrelating to the entity sold.

Negative goodwill, which represents the excess of the Group’s interest in the net fair value of the identifiableassets, liabilities and contingent liabilities acquired over the cost of the acquisition of the subsidiaries, isrecognised immediately in the income statement.

e. Foreign Currencies

The individual financial statements of each entity in the Group are measured using their respective functionalcurrency.

(i) Foreign Currency Transactions

In preparing the individual financial statements, transactions in currencies other than the entity’s functionalcurrency (“foreign currencies”) are translated into the functional currencies using the exchange ratesprevailing at the dates of the transactions. At each balance sheet date, monetary assets and liabilitiesdenominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated at theexchange rate prevailing at the date of the initial transaction. Non-monetary items measured at fair valuein a foreign currency are translated at exchange rates at the date when the fair value is determined.Exchange differences arising on the settlement of monetary items or on translating monetary items atbalance sheet date are recognised in the income statement except for those arising on monetary items thatform part of the Group’s net investment in foreign operation.

(ii) Net Investment in Foreign Operations

Exchange differences arising on monetary items that form part of the Group’s net investment in foreignoperation, where that monetary item is denominated in either the functional currency of the reportingentity or the foreign operation, are initially taken directly to the foreign currency translation reserve withinthe equity until the disposal of the foreign operation, at which time they are recognised in the incomestatement. If exchange differences arise in a currency other than the functional currency of either thereporting entity or the foreign operation, such items are recognised in the income statement for the period.

Exchange differences arising on monetary items that form part of the Company’s net investment in foreignoperation, regardless of the currency of the monetary item, are recognised in the income statement of theCompany or the foreign operation, as appropriate.

2. ACCOUNTING POLICIES continuede. Foreign Currencies continued

(iii) Foreign OperationsThe results and financial position of the Group’s foreign operations are translated into presentation currency(RM) as follows:

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

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

- All resulting exchange differences are taken to a foreign currency translation reserve within equity andare subsequently recognised in the income statement upon disposal of the foreign operations.

Goodwill and fair value adjustments arising from the acquisition of a foreign operation on or after 1 January2006 are treated as assets and liabilities of the foreign operation and are translated at the closing rate at thebalance sheet date. For acquisition prior to 1 January 2006, the exchange rates as at the date of initialacquisition were used.

The closing rates used in the translation of foreign currency monetary assets and liabilities and the financialstatements of foreign operations are as follows:

2009 2008RM RM

1 United States Dollar (USD) 3.56 3.161 Singapore Dollar (SGD) 2.41 2.321 Chinese Renminbi (RMB) 0.52 0.451 Australia Dollar (AUD) 2.59 2.95100 Thailand Baht (THB) 10.09 9.94100 Hong Kong Dollar (HKD) 45.95 40.521000 Indonesia Rupiah (INR) 0.34 0.34

f. Property, Plant and Equipment and DepreciationFreehold land and construction work-in-progress are stated at cost and are not depreciated. All other property,plant and equipment are initially recorded at cost. Subsequent costs are included in the asset’s carrying amountor recognised as a separate asset, as appropriate, only when it is probable that future economic benefitsassociated with the item will flow to the Group and the cost of the item can be measured reliably. The carryingamount of the replaced part is derecognised. All other repairs and maintenance are charged to the incomestatement when they are incurred.

Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated depreciationand any impairment losses. The policy for the recognition and measurement of impairment losses is in accordancewith Note 2(h).

The annual rates of depreciation used for the major groups of property, plant and equipment are as follows:

Buildings 2% and 10%Plant and machinery 5% to 10%Office equipment, furniture and fittings 5% to 20%Motor vehicles 10% to 20%Mould & die cutters 10%Renovations 10% to 33 1/3 %

The residual values, useful lives and depreciation method are reviewed at each financial year end to ensure thatthe amount, method and period of depreciation are consistent with previous estimates and the expected patternof consumption of the future economic benefits embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefitsare expected from its use or disposal. The difference between the net disposal proceeds, if any, and the netcarrying amount is recognised in the income statement.



2. ACCOUNTING POLICIES continuedg. Development Expenditure

Expenditure on development activities, where research findings are applied to a plan or design for theproduction of new or substantially improved products and processes, is capitalised if the product or process istechnically and commercially feasible and the Group has sufficient resources to complete development. Theexpenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads.Other development expenditure is recognised in the income statement as incurred.

Capitalised development expenditure is stated at cost less accumulated amortisation. These expenditure areamortised and recognised as expenses on systematic basis from the date of commencement of commercialproduction so as to reflect the pattern in which the related economic benefits are recognised, which are overthree (3) to five (5) years.

h. Impairment of AssetsThe carrying amount of the Group’s assets, other than inventories, are reviewed at each balance sheet date todetermine whether there are any indications of impairment. If any such indications exist, the asset’s recoverableamount is estimated to determine the amount of impairment loss. The policies on impairment of assets aresummarised as follows:

(i) GoodwillGoodwill that has an indefinite useful life is tested annually for impairment or more frequently if events orchanges in circumstances indicate that it might be impaired. For impairment testing, goodwill from businesscombinations is allocated to CGUs which are expected to benefit from the synergies of the businesscombination.

The recoverable amount is determined for each CGU based on 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 thatreflects current market assessments of the time value of money and the risks specific to the asset. Animpairment loss is recognised in the income statement when the carrying amount of the CGU, includingthe goodwill, exceeds the recoverable amount of the CGU. The total impairment loss is allocated, first, toreduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU ona pro-rata basis. An impairment loss on goodwill is not reversed in subsequent periods.

(ii) Other AssetsOther assets such as property, plant and equipment, investments in subsidiaries and associate are reviewedfor objective indications of impairment at each balance sheet date or whenever there is any indication thatthese assets may be impaired.

Where such indications exist, impairment loss is determined as the excess of the asset’s carrying value overits recoverable amount (greater of value in use or fair value less costs to sell) and is recognised in theincome statement. Any reversal of an impairment loss for these assets is recognised in the incomestatement. The carrying amount is increased to its revised recoverable amount, provided that the amountdoes not exceed the carrying amount that would have been determined (net of amortisation ordepreciation) had no impairment loss been recognised for the asset in prior years.

If an asset is carried at a revalued amount, impairment loss is treated as a revaluation decrease to theextent of previously recognised revaluation surplus for the same asset. Any subsequent reversal is treatedas a revaluation increase.

i. InventoriesRaw materials, work-in-progress and manufactured inventories are stated at the lower of cost and net realisablevalue with the weighted average cost being the main basis for cost. For work-in-progress and manufacturedinventories, cost consists of materials, direct labour and an appropriate proportion of fixed and variableproduction overheads.

j. Financial InstrumentsFinancial instruments comprise financial assets, financial liabilities and off-balance sheet financial instruments.Financial instruments are recognised in the balance sheet when the Group has become a party to thecontractual provisions of the instruments.



2. ACCOUNTING POLICIES continuedj. Financial Instruments continued

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractualarrangement. Interest, dividends, gains and losses relating to a financial instrument classified as liability arereported as expense or income. Distributions to holders of financial instruments classified as equity are chargeddirectly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset andintends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

(i) Cash and Cash EquivalentsCash and cash equivalents comprise bank balances, cash in hand and short term highly liquid assets thatare readily convertible to cash without significant risk of changes in value net of outstanding bankoverdrafts.

(ii) Other InvestmentOther investment comprises quoted shares that are acquired and held for yield or capital growth. Theseare stated at cost. On disposal of an investment, the difference between the net disposal proceeds and itscarrying amount is recognised in the income statement.

(iii) ReceivablesReceivables are carried at anticipated realisable value. Bad debts are written off in the period in which theyare identified. An estimate is made for doubtful debts based on a review of all outstanding amounts at thebalance sheet date.

(iv) Payables and Interest Bearing BorrowingsPayables are stated at the fair value of the consideration to be paid in the future for goods and servicesreceived.

Interest bearing borrowings are stated at the amount of proceeds received, net of transaction costs. Afterinitial recognition, interest bearing borrowings are subsequently stated at amortised cost using the effectiveinterest method.

Borrowing costs are recognised in the income statement in the period in which they are incurred.

(v) Equity InstrumentsOrdinary shares are classified as equity in the balance sheet. Costs directly attributable to the issuance ofnew equity shares are taken to equity as a deduction from the proceeds.

Dividends on ordinary shares are accounted for as an appropriation of retained profits in the period inwhich they are approved.

When the Company repurchases its own equity shares, the amount of the consideration paid, includingdirectly attributable costs, is recognised in equity. Shares repurchased are held as treasury shares andpresented as a deduction from equity. No gain or loss is recognised in the income statement on the sale,re-issuance or cancellation of the treasury shares. When treasury shares are re-issued by resale, thedifference between the sales consideration and the carrying amount is recognised in equity.

k. Assets Held Under Hire PurchaseAssets acquired under hire purchase or finance lease agreements are stated at an amount equal to the lowerof their fair values and the present value of the minimum lease payments at the inception of the hire purchaseand finance leases, less accumulated depreciation and impairment losses. These assets are depreciated inaccordance with the depreciation policy as disclosed in Note 2(f).

Outstanding obligation due under the hire purchase or finance lease agreements after deducting finance costsare included as liabilities in the financial statements. The finance costs of the hire purchase or finance lease arecharged to the income statement over the periods of respective agreements so as to produce a constantperiodic rate of interest on the remaining balance of the liabilities for each period.





2. ACCOUNTING POLICIES continuedl. Revenue Recognition

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flowto the enterprise and the amount of the revenue can be measured reliably.

(i) Sales of GoodsRevenue from sales of goods is measured at the fair value of the consideration receivable and is recognisedin the income statement when the significant risks and rewards of ownership have been transferred to thecustomers.

(ii) Interest IncomeInterest is recognised on an accrual basis that reflects the effective yield on the asset.

m. Employee Benefits(i) Short Term Benefits

Wages, salaries, bonuses and allowances are recognised as expenses in the year in which the associatedservices are rendered by employees of the Company. Short term accumulating compensated absences suchas paid annual leave are recognised when services are rendered by employees that increase their entitlementto future compensated absences, and short term non-accumulating compensated absences such as sickleave are recognised when the absences occur.

(ii) Defined Contribution PlansObligations for contributions to defined contribution plans such as the Employees Provident Fund (“E.P.F.”)are recognised as an expense in the income statement as incurred.

n. Income TaxIncome tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expectedamount of income taxes payable in respect of the taxable profit for the year and is measured using the tax ratesthat have been enacted at the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet datebetween the tax bases of assets and liabilities and their carrying amounts in the financial statements. Inprinciple, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets arerecognised for all deductible temporary differences, unused tax losses and unused tax credits to the extentthat it is probable that taxable profit will be available against which the deductible temporary differences,unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporarydifference arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in atransaction which is not a business combination and at the time of the transaction, affects neither accountingprofit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised orthe liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheetdate. Deferred tax is recognised in the income statement, except when it arises from a transaction which isrecognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or whenit arises from a business combination that is an acquisition, in which case the deferred tax is included in theresulting goodwill or negative goodwill.

o. Critical Judgments Made in Applying Accounting PoliciesIn the preparation of the financial statements, management has been required to make judgments, estimatesand assumptions that affect the application of accounting policies and the reported amounts of assets,liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlyingassumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financialstatements in the period in which the estimate is revised and in any future periods affected.

In the process of applying the accounting policies as described above, management is of the view that thereare no instances of application of judgments which are expected to have significant effect on the amountsrecognised in the financial statements.

3. PROPERTY, PLANT AND EQUIPMENTAs at Addition/ Disposal/ Exchange As at

01.05.2008 Transfer Write off differences 30.04.2009Group RM’000 RM’000 RM’000 RM’000 RM’000

2009

CostFreehold land 11,569 - - - 11,569Construction work-in-progress 289 - - 4 293Buildings 32,861 474 - 1,710 35,045Plant and machinery 131,584 7,417 - 9,435 148,436Office equipment, furnitureand fittings 8,072 1,080 (36) 519 9,635Motor vehicles 2,981 - (789) 136 2,328Mould & die cutters 11,595 1,106 - 1,166 13,867Renovations 4,845 354 - 345 5,544

203,796 10,431 (825) 13,315 226,717

As at Charge for Disposal/ Exchange As at01.05.2008 the year Write off differences 30.04.2009

RM’000 RM’000 RM’000 RM’000 RM’000

Accumulated DepreciationFreehold land - - - - -Construction work-in-progress - - - - -Buildings 3,645 690 - 69 4,404Plant and machinery 42,348 7,555 - 2,738 52,641Office equipment, furnitureand fittings 6,364 662 (35) 479 7,470Motor vehicles 2,067 283 (675) 106 1,781Mould & die cutters 3,173 1,385 - 407 4,965Renovations 2,456 502 - 230 3,188

60,053 11,077 (710) 4,029 74,449

As at30.04.2009

RM’000

Net Book ValueFreehold land 11,569Construction work-in-progress 293Buildings 30,641Plant and machinery 95,795Office equipment, furniture and fittings 2,165Motor vehicles 547Mould & die cutters 8,902Renovations 2,356

152,268





3. PROPERTY, PLANT AND EQUIPMENT continuedAs at Addition/ Disposal/ Exchange As at

01.05.2008 Transfer Write off differences 30.04.2009Group RM’000 RM’000 RM’000 RM’000 RM’000

2008 (Restated)

CostFreehold land 11,899 - (330) - 11,569Construction work-in-progress 302 - - (13) 289Buildings 31,917 1,824 (803) (77) 32,861Plant and machinery 117,169 17,258 (1,945) (898) 131,584Office equipment, furniture and fittings 7,658 491 (46) (31) 8,072Motor vehicles 3,136 597 (746) (6) 2,981Mould & die cutters 9,763 1,887 - (55) 11,595Renovations 4,432 970 (513) (44) 4,845

186,276 23,027 (4,383) (1,124) 203,796

As at Charge for Disposal/ Exchange As at01.05.2007 the year Write off differences 30.04.2008

RM’000 RM’000 RM’000 RM’000 RM’000

Accumulated DepreciationFreehold land - - - - -Construction work-in-progress - - - - -Buildings 3,152 634 (138) (3) 3,645Plant and machinery 36,103 6,628 (128) (255) 42,348Office equipment, furniture and fittings 6,025 407 (40) (28) 6,364Motor vehicles 2,454 272 (654) (5) 2,067Mould & die cutters 2,112 1,076 - (15) 3,173Renovations 2,339 457 (310) (30) 2,456

52,185 9,474 (1,270) (336) 60,053

As at30.04.2008

RM’000

Net Book ValueFreehold land 11,569Construction work-in-progress 289Buildings 29,216Plant and machinery 89,236Office equipment, furniture and fittings 1,708Motor vehicles 914Mould & die cutters 8,422Renovations 2,389

143,743

3. PROPERTY, PLANT AND EQUIPMENT continuedThe net book value of the building of the subsidiary, Guangzhou Komark Labels & Labelling Co., Ltd. amounting toRM1,387,000(2008: RM1,230,000) is built on a piece of land belonging to and leased from the authority of thePeople’s Republic of China. The lease term is due to expire in the year 2044.

The net book value of plant and machinery and motor vehicles of the Group acquired under hire purchaseagreements amounted to RM13,456,000 (2008: RM13,766,000) and RM474,000 (2008: RM680,000) respectively.

Freehold land, buildings and plant and machinery of the Group amounting to RM11,664,000(2008: RM11,995,000),RM21,227,000(2008: RM30,189,000) and RM24,934,000(2008: RM23,261,000) respectively are charged to licensedbanks and financial institutions as security for borrowings granted to certain subsidiaries (Note 19).

4. PREPAID LEASE PAYMENTS FOR LANDGroup

2009 2008RM’000 RM’000

CostAs at beginning of year/ end of year 1,890 1,890

Accumulated amortisationAs at beginning of year/ end of year - -

Net carrying amount 1,890 1,890

Leasehold land of the Group has been pledged as security to financial institution for banking facilities granted to the Group.

5. INVESTMENT PROPERTYGroup

2009 2008RM’000 RM’000

CostAt 1 May 337 -Effects of FRS 140 - 337

At 30 April 337 337

Accumulated depreciationAt 1 May 132 127Change for the year 5 5

At 30 April 137 132

Net carrying amount 200 205

The investment property is pledged as security to financial institution for banking facilities granted to the Group.





6. INVESTMENTS IN SUBSIDIARIESCompany

2009 2008RM’000 RM’000

Unquoted shares, at cost 31,683 14,181

The list of subsidiaries, their places of incorporation, their principal activities and the effective interest of theCompany are as follows:

Country of EffectiveName of Company incorporation Principal activities equity interest

2009 2008% %

General Labels & Malaysia Manufacturing of self adhesive 100 100Labelling (M) Sdn. Bhd. Labels and automatic labelling

machines and trading of relatedtools and equipment

Komark International Malaysia Manufacturing of self adhesive 100 100(M) Sdn. Bhd. Labels and trading of related

tools and equipment

*#General Labels & Malaysia Manufacturing of self adhesive 100 100Labelling (Penang) Sdn. labels and trading of relatedBhd. tools and equipment

* General Labels & Malaysia Manufacturing of self adhesive 100 100Labelling (Ipoh) Sdn. labels and trading of relatedBhd. tools and equipment

* Komark Investment British Investment holding 100 100Holdings Ltd. Virgin Island

^ Komark Australasia Pty. Australia Dormant 100 100Ltd.

* Komark China Ltd. Caymans Dormant 100 100Island

The subsidiaries of General Labels & Labelling (M) Sdn. Bhd. are as follows:


2009 2008% %

* General Labels & Malaysia Manufacturing of self adhesive 100 100Labelling (JB) Sdn. labels and trading of relatedBhd. tools and equipment

* General Labels & Singapore Manufacturing of self adhesive 100 100Labelling Pty. Ltd. labels and trading of related

tools and equipment

* Komark (Thailand) Co. Ltd. Thailand Manufacturing of self adhesive 100 100labels



6. INVESTMENTS IN SUBSIDIARIES continuedThe subsidiaries of Komark Investment Holdings Ltd. are as follows:


2009 2008% %

* Shanghai Komark Labels People’s Manufacturing of self adhesive 100 100& Labelling Co. Ltd. Republic of Labels and trading of labelling

China machines

* Guangzhou Komark People’s Manufacturing of self adhesive 100 100Labels & Labelling Co. Republic of labelsLtd. China

*#Komark Hong Kong Co. Hong Kong Dormant 100 100Ltd.

The subsidiary of Komark International (M) Sdn. Bhd. is as follows:


2009 2008% %

^ PT Komark Labels and Indonesia Manufacturing and trading of 100 100Labelling Indonesia self adhesive labels

* Audited by another firm of auditors.^ Consolidated based on management financial statements.# Subsidiary with auditor’s report that is not qualified which contained an emphasis of matter on its going concern,which is dependent upon continuous financial support of its holding or ultimate holding company.

7. INVESTMENT IN ASSOCIATEGroup

2009 2008RM’000 RM’000

Unquoted shares, at cost 2 2

Share of post acquisition results (2) (2)

- -

Represented by:Group’s share of net assets - -

7. INVESTMENT IN ASSOCIATE continuedThe shares of the associate are held directly by one of the subsidiaries, namely Komark International (M) Sdn. Bhd..Details of the associate are as follows:


2009 2008% %

* Komark Enterprise Co. Thailand Trading of self adhesive 49 49Ltd. labels and related tools

and equipment

* Audited by another firm of auditors.

8. OTHER INVESTMENTGroup

2009 2008RM’000 RM’000

Quoted shares in Malaysia, at cost 4 4

Quoted shares in Malaysia, at market value 2 2

9. DEVELOPMENT EXPENDITUREGroup

2009 2008RM’000 RM’000

(Restated)

Automatic labelling machineries

CostAt 1 May 2,754 2,345Addition during the year 378 409

At 30 April 3,132 2,754

Accumulated amortisationAt 1 May 2,040 1,709Charge for the year 333 331

At 30 April 2,373 2,040

Net book value 759 714





9. DEVELOPMENT EXPENDITURE continuedRoto-gravure/offset combination labels press project

Group 2009 2008

RM’000 RM’000(Restated)

CostAt 1 May 3,205 2,736Addition during the year - 492Exchange difference 502 (23)

At 30 April 3,707 3,205

Accumulated amortisationAt 1 May 2,762 2,417Charge for the year 110 366Exchange difference 437 (21)

At 30 April 3,309 2,762

Net book value 398 443

Total net book value 1,157 1,157

The roto-gravure/offset combination labels press commenced its commercial production in December 2002. The amortisation represents the amount charged from the date of commercial production.

10. GOODWILL ON CONSOLIDATIONGroup

2009 2008RM’000 RM’000

Goodwill on consolidation

CostAt 1 May 2,413 2,413Acquisition of additional shares in subsidiary - -

At 30 April 2,413 2,413

Accumulated amortisationAt 1 May 663 663Charge for the year - -

At 30 April 663 663

Net book value 1,750 1,750

Negative goodwill amounting to RM7,195,813 has been fully amortised and recognised in the income statement in the previous financial year.



11. INVENTORIESGroup

2009 2008RM’000 RM’000

Raw materials 17,568 16,630Work-in-progress 3,679 3,759Manufactured inventories 19,478 16,086Others 2,042 1,961

42,767 38,436

Less : Allowance for slow-movingmanufactured inventories (2,842) (2,646)

39,925 35,790

12. RECEIVABLESGroup Company

2009 2008 2009 2008RM’000 RM’000 RM’000 RM’000

Trade receivables 33,561 38,413 - -Other receivables, depositsand prepayment 5,866 5,110 42 42

39,427 43,523 42 42

13. AMOUNT DUE FROM ASSOCIATED COMPANYThis balance is trade in nature and is subject to normal trade credit terms.

14. AMOUNT DUE FROM RELATED COMPANIESThese balances are unsecured, interest free and have no fixed terms of repayment.

15. CASH AND BANK BALANCESGroup Company

2009 2008 2009 2008RM’000 RM’000 RM’000 RM’000

Deposits with licensed banks 3,033 2,635 - -Cash on hand and at bank 2,882 3,472 7 7

5,915 6,107 7 7

Included in deposits placed with licensed banks of the Group is RM2,951,000 (2008: RM2,053,000) amountpledged as security for borrowings granted to subsidiaries (Note 19).



16. SHARE CAPITALGroup and Company

2009 2008RM’000 RM’000

Ordinary shares of RM1.00 each

Authorised:At 1 May/30 April 500,000 500,000

Issued and fully paidAt 1 May/30 April 81,275 81,275

17. TREASURY SHARESGroup and Company

2009 2008

Number of ordinary shares of RM1 eachAt 1 May 580,800 2,296,200Repurchased during the year 1,034,200 684,600Disposed during the year (82,100) (2,400,000)

At 30 April 1,532,900 580,800

RM’000 RM’000

Ordinary shares of RM1 eachAt 1 May 238 849Repurchased during the year 221 279Disposed during the year (23) (890)

At 30 April 436 238

During the financial year, the Company repurchased 1,034,200 (2008: 684,600) ordinary shares from the openmarket at an average price of RM0.22 (2008: RM0.41) per share. The total consideration paid for the repurchasewas RM220,964 (2008: RM278,965). The repurchased transactions were financed by internally generated funds.

The Company disposed of 82,100 treasury shares to the open market at an average price of approximately RM0.18per share. The total consideration received from the disposal deducting transaction costs was RM14,450.

The remaining repurchased shares are held as treasury shares in accordance with the requirement of Section 67A ofthe Companies Act, 1965.



18, RESERVESGroup Company

2009 2008 2009 2008RM’000 RM’000 RM’000 RM’000

Non-distributable

General reserveAt 1 May 1,703 1,703 - -Transfer from retained profits - - - -

At 30 April 1,703 1,703 - -

Translation reserveAt 1 May 3,019 1,647 - -Foreign currency translation 2,532 1,372 - -

At 30 April 5,551 3,019 - -

Total non-distributable reserves 7,254 4,722 - -

Distributable

Retained profits/(Accumulated losses)At 1 May 13,781 12,114 (16,016) (11,700)Profit/(Loss) for the year 347 1,667 (3,421) (4,316)

At 30 April 14,128 13,781 (19,437) (16,016)

Total Reserves 21,382 18,503 (19,437) (16,016)

a. General Reserve

Subsidiaries in the People’s Republic of China (“PRC”) are required to appropriate 10% of their after-tax profit(after offsetting prior year losses), based on the respective PRC statutory financial statements, to a generalreserve fund until the balance of the fund reaches 50% of the Company’s registered capital. Thereafter, anyfurther appropriation can be made at the Directors’ discretion. The general reserve fund can be utilised tooffset prior year losses, or be utilised for the issuance of bonus shares on the condition that the general reservefund shall be maintained at a minimum of 25% of the registered capital after such issuance.

In accordance with the relevant rules and regulations in the PRC, the subsidiaries may also appropriate a portionof its after-tax profit (after offsetting prior year losses), based on the PRC statutory financial statements, to anenterprise expansion fund and a staff and workers’ bonus and welfare fund at the Director’s discretion. No suchappropriation has been made in the current and previous year.

b. Translation Reserve

This represents foreign currency exchange differences arising from the translation of the financial statementsof subsidiaries which are denominated in currency other than the presentation currency of the Company,Ringgit Malaysia.



19. BORROWINGSGroup Company

2009 2008 2009 2008RM’000 RM’000 RM’000 RM’000

CurrentBank overdrafts - secured 17,124 16,884 2,995 2,926

- unsecured 2,483 1,846 - -Bankers’ acceptances - secured 17,675 16,980 - -

- unsecured 1,633 13,773 - -Term loans - secured 2,220 1,283 - -Short-term loans - secured 1,044 2,707 - -

- unsecured 9,662 5,866 - -Hire purchase liabilities 9,564 3,468 - -

61,405 62,807 2,995 2,926

Non-currentTerm loans - secured 17,461 20,445 - -

- unsecured 3,033 1,166 - -Hire purchase liabilities 8,480 8,213 - -

28,974 29,824 - -

90,379 92,631 2,995 2,926

a. Term loans and repayment schedule

(i) Secured term loans

Secured term loans consist of 6 (2008: 6) term loans. Their repayment schedule are as follows:

Secured term loan of RM1,044,000 (equivalent to RM2,000,000) (2008: RM NIL) is obtained by a foreignsubsidiary from a foreign bank. This is repayable by 24 consecutive quarterly instalments commencing onFebruary 2009.

Secured term loan of RM10,005,000 (equivalent to RMB19,174,000) (2008: RM5,414,000) is obtained bya foreign subsidiary from a foreign bank. This is repayable by quarterly instalments over a period of three (3)years commencing May 2008.

Secured term loan of RM649,000 (equivalent to THB6,432,742) (2008: RM927,000 (equivalent toTHB9,327,000) is repayable in ten (10) half yearly instalment over a period of five (5) years commencingDecember 2005.

Secured term loan of RM693,000 (equivalent to THB6,877,424) (2008: RM994,000 (equivalent toTHB10,000,000) is repayable in monthly instalments over a period of four (4) years commencing April 2008.This term loan is obtained by a foreign subsidiary from a foreign financial institution.

Secured term loan of RM4,125,000(2008: RM5,225,000) is repayable in 60 monthly equal instalmentscommencing February 2008.

Additional secured term loan of RM4,209,000 (2008: RM:NIL) is repayable in 48 monthly equal instalmentscommencing March 2009. This term loan is obtained by a local subsidiary from a local bank.

Secured term loan amounting to RM9,167,000 as at the end of previous financial year have been fully settledduring the current financial year.



19. BORROWINGS continueda. Term loans and repayment schedule continued

(ii) Unsecured term loans

Unsecured term loans consist of 3 (2008: 1) term loans. Their repayment schedule are as follows:

Unsecured term loan of RM8,512,000 (equivalent to RMB16,312,000) (2008: RM1,166,000 (equivalent toRMB2,585,000) has no fixed repayment period for this term loan.

Additional unsecured term loan of RM2,618,000 (equivalent to RMB5,016,000)(2008:NIL) is repayable in12 monthly equal instalments, commencing March 2009. The term loan is obtained by a foreign subsidiaryfrom a foreign bank.

Unsecured term loan of RM1,565,000 (equivalent to RMB3,000,000) (2008:Nil) is obtained by a foreignsubsidiary from a foreign bank. This is repayable by 24 consecutive quarterly instalments commencingFebruary 2009.

b. Significant covenants for term loans granted to a foreign subsidiary

In connection with the borrowing facilities agreements and their supplemental agreements, a foreign subsidiaryhas agreed on the following significant covenants with the lenders:

i) the subsidiary shall maintain a minimum net worth of RMB60,000,000 at April 2009 and at anytimethereafter, where net worth shall include paid-up capital, related company loans and retained profits at anytime;

ii) the ratio of the subsidiary’s total liabilities to net worth shall not exceed 125% at 30 April 2009 and atanytime thereafter without prior consent of the lenders;

iii) the ratio of the subsidiary’s total current assets to total current liabilities (excluding loans from relatedcompanies) shall not be below 80% as at 30 April 2009 and at anytime thereafter.

iv) not to make any advances, loans or grant any credit (save in the ordinary course of business) to or for thebenefit of any other persons (including any related company) or give any guarantee or indemnity to or forthe benefit of any other person or otherwise voluntarily assume any liability, whether actual or contingent,in respect of any obligation of any other person without prior consent of the lenders. The foreign subsidiaryshall notify the lenders on the ratio of said guarantees, if any over its net tangible assets; and

v) not to raise any additional financing from other financial institutions without prior consent from the lendersand such consent shall not be unreasonably withheld.

c. Other borrowings

The Company’s bank overdraft facility is secured by a second legal charge for RM3 million over certain landand building of the Group.

The Group’s other borrowings are secured by way of fixed charges over the freehold land and buildings of therespective subsidiaries, a negative pledge over a subsidiary’s entire present and future assets, corporateguarantees from the Company and fixed deposits of respective subsidiaries.



19. BORROWINGS continuedd. Hire purchase liabilities

Group2009 2008

RM’000 RM’000

Minimum lease paymentnot later than one year 10,508 4,283later than one year and not later than five years 9,280 9,085

19,788 13,368Future finance costs (1,744) (1,687)

Present value of hire purchase liabilities 18,044 11,681

Present value of hire purchase liabilitiesnot later than one year 9,564 3,468later than one year and not later than five years 8,480 8,213

18,044 11,681

Hire purchase liabilities are subject to effective interest rate of 2.19% to 8.14% (2008: 2.19% to 8.14%).

20. DEFERRED TAXThe amounts, determined after appropriate offsetting are as follows:

Group2009 2008

RM’000 RM’000

Deferred tax liabilitiesAt 1 May 1,691 1,313Transfer to income statement 115 378

At 30 April 1,806 1,691

Deferred tax assetsAt 1 May - (110)Transfer (to)/from income statement - 110

At 30 April - -

Deferred tax liabilities and assets are offset where there is a legally enforceable right to set off current tax assetsagainst current tax liabilities and where the deferred taxes relate to the same taxation authority and same entity.

The net deferred tax liabilities/(assets) are in respect of the followings:

Group2009 2008

RM’000 RM’000

Deferred tax liabilitiesTaxable temporary differences 5,014 5,018Allowances (144) (144)Unabsorbed capital allowances (2,641) (2,760)Unutilised tax losses (423) (423)

1,806 1,691



20. DEFERRED TAX continuedThe unutilised tax losses, unabsorbed capital allowances and taxable temporary differences do not expire undercurrent tax legislation. Deferred tax assets have not been recognised in respect of these items as they have arisenin subsidiaries that have a recent history of low profit and hence, it is not probable that future taxable profit willbe available against which the Group can utilise the benefits.

Subject to agreement by the Inland Revenue Board, the Group has unutilised reinvestment allowances ofRM1,045,000 (2008: RM15,164,000).

21. PAYABLESGroup Company

2009 2008 2009 2008RM’000 RM’000 RM’000 RM’000

Trade payables 25,395 22,063 - -Other payables and accrued expenses 8,905 4,943 620 1,652

34,300 27,006 620 1,652

Included in the payables of the Group is an amount of RM4,000 (2008: RM1,000) due to directors. This balanceis unsecured, interest free and has no fixed terms of repayment.

22. OTHER OPERATING INCOMEGroup Company

2009 2008 2009 2008RM’000 RM’000 RM’000 RM’000

Gain on disposal of property,plant and equipment 42 - - -

Gain on foreign exchange- realised 958 754 - -- unrealised - 592 - -Interest income 76 50 - -Rental income 432 153 - -Others 44 412 - -

1,552 1,961 - -

23. PROFIT/(LOSS) BEFORE TAXThe following items have been charged/(credited) in arriving at profit/(loss) before tax:

Group Company2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Allowance for doubtful debts - 27 - -Amortisation of development Expenditure 443 697 - -

Auditors’ remuneration- current year’s provision 118 133 14 14- underprovision in prior years 2 32 - -

Bad debts written off - 21 - -Depreciation of property, plant and equipment 11,082 9,479 - -



23. PROFIT/(LOSS) BEFORE TAX continuedThe following items have been charged/(credited) in arriving at profit/(loss) before tax:

Group Company2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000

Directors’ remuneration- fees 176 180 150 155- other emoluments- directors of the Company 2,166 2,674 2,166 2,674- other directors of subsidiary 258 263 - -

Finance costs- bank overdrafts 1,457 1,310 249 241- hire purchase and finance lease 958 818 - -- short term borrowings 1,241 1,469 - -- term loans 2,272 2,119 - -- others 276 71 - -

Hiring of machinery 203 259 - -Loss on disposal of property, plant and equipment - 465 - -Loss on foreign exchange- realised 10 295 - -- unrealised 402 8 - -

Factory Rental 232 - - -Rental of equipment 19 - - -Rental of premises 372 617 - -Reversal of allowance for doubtful debts - (799) - -Staff costs- salaries, allowances and others 14,069 14,751 271 349- retirement benefits 1,198 1,416 152 189

24. TAX EXPENSEGroup Company

2009 2008 2009 2008RM’000 RM’000 RM’000 RM’000

Current tax expenseMalaysian- current 57 223 - -- under/(over)provision in prior year 16 8 - -Overseas- current 342 269 - -- overprovision in prior years (2) (6) - -

413 494 - -

Deferred tax expense (Note 20) 115 488 - -

528 982 - -

Reconciliation of effective tax expenseProfit before tax 875 2,649 - -



24. TAX EXPENSE continuedGroup Company

2009 2008 2009 2008RM’000 RM’000 RM’000 RM’000

Income tax using Malaysian tax rates 252 907 - -Effect of concessionary tax rate (135) (314) - -Non-deductible expenses 1,117 918 - -Non-taxable income (36) (122) - -Effect of capital allowance utilised (409) (329) - -Effect of changes in tax rate on opening balance on deferred tax (280) (415) - -

Effect of tax losses not recognised - 335 - -Others 5 2 - -

514 982 - -Underprovision in prior years 14 - - -

Tax expense 528 982 - -

25. EARNINGS PER SHAREThe basic earnings per share is calculated by dividing profit for the year attributable to equity holders of theCompany by the weighted average number of ordinary shares of RM1.00 each in issue during the financial yearexcluding the weighted average treasury shares held by the Company.

Group2009 2008

RM’000 RM’000

Profit for the year attributable to equity holders of the Company 347 1,667

Number of ordinary shares in issue at 1 May 80,694 78,979Effect of shares bought back and held as treasure shares (652) 1,486

80,042 80,465

Basic earnings per share (sen) 0.44 2.1

The diluted earnings per share figures are not shown as the conversion price of warrants is higher than theCompany’s average share price during the financial year.

26. CHANGE IN ACCOUNTING POLICIES AND EFFECTS ARISING FROM ADOPTION OF NEW FRSThe significant accounting policies adopted are consistent with those of the audited financial statment for the year 30 April 2008 except for the adoption of the following Financial Reporting Standards (“FRS”) effective for thefinancial period beginning 1 May 2008:

FRS 117 Leases FRS 140 Investment Property

The Group has applied the change in accounting policy in respect of leasehold land in accordance with thetransitional provision of FRS 117. At 1 May 2008, the unamortised amount of leasehold land is retained as thesurrogate carrying amount of prepaid lease payments as allowed by the transitional provisions. The reclassificationof leasehold land as prepaid lease payments has been accounted for restrospectively and certain comparatives havebeen restated.



26. CHANGE IN ACCOUNTING POLICIES AND EFFECTS ARISING FROM ADOPTION OF NEW FRS continuedThe adoption of FRS140 has resulted in a reclassification of property held for rental or long term appreciation in valueas investment properties. The Group adopted the cost model to measure all its investment properties. Under the costmodel, investment property is measured at cost less accumulated depreciation and impairment losses.

The following comparative figures of the Group have been restated in order to conform to current year’spresentation.

As previously Effect of Effect of Asstated FRS 117 FRS 140 restated

RM’000 RM’000 RM’000 RM’000

GROUP

Balance sheet asat 30 April 2008Property, plant and equipment 145,838 (1,890) (205) 143,743

Prepaid lease payments on land - 1,890 - 1,890

Investment property - - 205 205

27. SEGMENT INFORMATIONSegmental information is presented in respect of the Group’s business and geographical segments based on theGroups management and internal reporting structure.

Inter-segment pricing is determined based on negotiated basis in the normal course of business.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can beallocated on a reasonable basis. Unallocated items mainly comprise of expenses and assets of the Company and itsdormant subsidiaries.

Business Segment

The Group comprises the following main business segments:

i) Manufacturing of self adhesive labels and stickers and trading of related products; and

ii) Manufacturing of automatic labelling machineries.

Geographical segments

Manufacturing of automatic labelling machineries is principally operated in Malaysia. Other geographical areas areinvolved in the manufacturing of self adhesive labels and stickers and trading of related products.

In presenting information on the basis of geographical segments, segment revenue and segment assets are basedon the geographical location of assets.



27. SEGMENT INFORMATION continueda. Business Segment

Manufacturing of self adhesive labels and Manufacturing ofstickers and trading automatic labellingof related product machineries EliminationConsolidation

RM’000 RM’000 RM’000 RM’000

2009

RevenueExternal sales 112,821 4,936 - 117,757Inter-segment sales - 1,470 (1,470) -

Total revenue 112,821 6,406 (1,470) 117,757

ResultsSegment results 8,822 1,353 - 10,175Unallocated expenses (3,172)Interest income 76

Profit from operations 7,079Finance costs (6,204)Share of loss of associate -

Profit before tax 875Tax expense (528)

Profit for the year 347Minority interest -

Profit attributable to equity holders of the Company 347

AssetsSegment assets 210,764 33,541 - 244,305Unallocated assets 75

Total Assets 244,380

LiabilitiesSegment liabilities 122,641 2,038 - 124,679Unallocated liabilities 2,191

Total Liabilities 126,870

Other InformationCapital expenditure (10,431) - - (10,431)Depreciation and amortisation (11,191) (334) - (11,525)Non-cash expenses other thandepreciation and amortisation (402) - - (402)



27. SEGMENT INFORMATION continueda. Business Segment continued

Manufacturing of self adhesive labels and Manufacturing ofstickers and trading automatic labellingof related product machineries EliminationConsolidation

RM’000 RM’000 RM’000 RM’000

2008

RevenueExternal sales 111,370 4,716 - 116,086Inter-segment sales - 1,957 (1,957) -

Total revenue 111,370 6,673 (1,957) 116,086

ResultsSegment results 8,974 3,548 - 12,522Unallocated expenses (4,075)Interest income 50

Profit from operations 8,497Finance costs (5,787)Share of loss of associate (61)

Profit before tax 2,649Tax expense (982)

Profit for the year 1,667Minority interest -

Profit attributable to equity holders of the Company 1,667

AssetsSegment assets 206,188 30,170 - 236,358Unallocated assets 20

Total Assets 236,378

LiabilitiesSegment liabilities 118,417 1,220 - 119,637Unallocated liabilities 1,903

Total Liabilities 121,540

Other InformationCapital expenditure 23,027 - - 23,027Depreciation and amortisation (9,865) (311) - (10,176)Non-cash expenses other thandepreciation and amortisation (574) - - (574)



27.SEGMEN

T INFORMATIONcontinued

b.

Geo

gra

phical

Seg

men

t

Mal

aysia

Chin

aSi

ngap

ore

Thai

land

Oth

ers

Elim

inat

ionConso

lidat

ion

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

2009

Revenue from external

customers by location of

customers

47,420

49,493

7,889

10,617

2,338

-117,757

Segment assets by

location of assets

238,933

105,545

5,088

19,013

29,039

(153,313)

244,305

Capital expenditure

3,139

1,218

-6,063

11-

10,431

2008

Revenue from external

customers by location of

customers

55,370

39,507

9,154

11,338

717

-116,086

Segment assets by

location of assets

228,508

85,883

5,273

14,371

28,784

(126,461)

236,358

Capital expenditure

15,837

6,119

21664

1,722

(1,336)

23,027

Certain comparatives have been restated to conform with the current year’s presentation.



28. CONTINGENT LIABILITIESGroup

2009 2008RM’000 RM’000

Guarantees in respect of credit facilitiesgranted to subsidiaries 112,854 112,854

29. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIESControlling related party relationships are as follows:

i) Its subsidiaries as disclosed in Note 6.ii) A director of the Company, Koh Hong Muan @ Koh Gak Siong.

Significant related party transactions other than those disclosed elsewhere in the financials statements are as follows:

Group Company2009 2008 2009 2008

RM’000 RM’000 RM’000 RM’000(Restated)

AssociateKomark Enterprise Co. Ltd.- Sales 2,426 - - -

SubsidiariesShanghai Komark Labels Ltd.& Labelling Co. Ltd.- Rental income, machinery 316 259 - -

Komark International (M) Sdn. Bhd. - Sales 1,242 3,155 - -

General Labels & Labelling (M) Sdn. Bhd.- Sales 512 557 - -- Labour income 1,167 - - -- Management fee 832 834 - -- Rental income, premises 60 60 - -

General Labels & Labelling (JB) Sdn. Bhd.- Sales 3,218 3,230 - -

General Labels & Labelling (Penang) Sdn. Bhd.- Sales 359 376 - -

Guangzhou Komark Labels & Labelling Co. Ltd.- Sales 809 25 - -

Shanghai Komark Labels & Labelling Co. Ltd. - Sales 736 1,046 - -



30. FINANCIAL INSTRUMENTSFinancial Risk Management Objectives and Policies

Exposure to credit, interest rate, currency and liquidity risks arises in the normal course of the Group and of theCompany. The Board and management reviews and agrees policies for managing each of these risks and they aresummarised below:

Credit risk

The Group’s primary exposure to credit risk arises through trade and other receivables. Exposure to credit risk ismonitored by management on an ongoing basis.

All new investment, if any, in quoted and unquoted securities need to be approved by the Board of Directors. Allinvestments in quoted securities are held for long term purposes, and therefore, any temporary diminution in valuewill not have any significant impact to the Group and the Company.

At balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit riskis represented by the carrying amount of each financial asset.

Interest rate risk

The Group utilises short term borrowings for working capital purposes and borrows term loans to finance capitalexpenditure. In view of the low interest rate scenario, exposure to fluctuation of interest rate risk is minimised.

Foreign currency risk

The Group incurs foreign currency risk on sales, purchases and borrowings that are denominated in currenciesother than Ringgit Malaysia. Most of the foreign currency transactions are denominated in US Dollars, and only asmall percentage of the foreign currency transactions are denominated in other foreign currencies. The Groupdoes not hedge this exposure to the US dollars. The transactions in other foreign currencies are insignificant. TheGroup ascertains that the net exposure is kept to an acceptable level by buying and selling foreign currencies atspot rates where necessary action to minimise the exposure of the risk.

In respect of other monetary assets and liabilities held in currencies other than Ringgit Malaysia, the Group doesnot hedge this exposure as most of the monetary assets and liabilities are denominated in US Dollars or thereporting currency is used for the other monetary assets and liabilities of foreign subsidiaries in their respectivecountries.

The Group and the Company are also exposed to foreign currency risk in respect of their investment in foreignsubsidiaries. The Group does not hedge this exposure by having foreign currency borrowings as the foreignsubsidiaries operate independently from the holding company and source of their own funding to finance theiroperations. However, the Board and management will keep this policy under review and will taken the necessaryaction to minimise the exposure of this risk.

Liquidity risk

The Group monitors and maintains a level of cash and cash equivalents and bank facilities deemed adequate bymanagement to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.

The following table shows information about the Group’s exposure to interest rate risk.



30. FINANCIAL INSTRUMENTS continuedEffective interest rates and repricing analysis

In respect of interest-earning financial asset and interest-bearing financial liabilities, the following table indicatestheir effective interest rates at the balance sheet date and the periods in which they reprice or mature, whicheveris earlier.

Effectiveinterest Within

rate Total 1 year% RM’000 RM’000

Group

2009Financial assetsDeposits placed with licensed banks 3.00-3.70 3,033 3,033

Financial liabilitiesBank overdrafts 6.75-8.75 17,124 17,124Bankers’ acceptance 2.17-8.05 19,308 19,308Term loans 7.55-8.10 22,714 2,220Short-term loans 5.84-8.71 10,706 10,706

2008Financial assetsDeposits placed with licensed banks 3.00-3.70 2,635 2,635

Financial liabilitiesBank overdrafts 8.00-8.50 18,730 18,730Bankers’ acceptance 5.59-5.93 30,753 30,753Term loans 6.89-8.61 22,894 1,283Short-term loans 6.14-8.07 8,573 8,573

Company

2009Financial liabilitiesBank overdraft 7.55-8.75 2,995 2,995

2008Financial liabilitiesBank overdraft 8.75 2,926 2,926



30. FINANCIAL INSTRUMENTS continuedFair values

The aggregate fair value of the long term financial asset and long term financial liabilities carried on the balancesheet as at 30 April are shown below:

2009 2008Carrying Fair Carrying Fairamount value amount valueRM’000 RM’000 RM’000 RM’000

Group

Financial AssetsQuoted shares - long term 4 2 4 2

The fair value of quoted shares is their quoted bid price at the balance sheet date.

In respect of cash and cash equivalents, trade and other receivables, trade and other payables and short termborrowings, the carrying amounts approximate fair value due to the relatively short term nature of these financialinstruments.

In respect of long-term borrowings, the carrying amounts approximate fair value as they are on floating rates andreprice to market interest rates for liabilities with similar risk profiles.

31. SIGNIFICANT EVENT DURING THE FINANCIAL YEAROn 30 September 2008 and 30 April 2009, the Company subscribed 7,502,000 and 10,000,000 new ordinaryshares of RM1.00 each in its subsidiary company, namely General Labels & Labelling (M) Sdn. Bhd, for a totalconsideration of RM7,502,000 and RM10,000,000. The effective equity interest of the Group in this subsidiaryremained at 100%.

32. AUTHORISATION FOR ISSUEThe financial statements of the Company for the financial year ended 30 April 2009 were authorised for issue inaccordance with a resolution of the Board of Directors on 27 August 2009.


ANALYSIS OF Shareholdingsas at 11 September 2009

ANALYSIS OF SHAREHOLDINGS AS AT 11 SEPTEMBER 2009Authorised share capital : RM500,000,000Issued and paid-up share capital : RM81,275,010Class of shares : Ordinary Shares of RM1.00 eachVoting rights : One vote per share

No. of % of No. of % ofSharehoders/ Shareholders/ Shares Issued

Size of Holdings Depositors Depositors held Capital

1 - 99 355 6.6133 13,107 0.0161100 - 1,000 704 13.1147 620,274 0.76321,001 - 10,000 3,220 59.9851 15,695,492 19.311610,001 - 100,000 1,016 18.9270 29,791,341 36.6550100,001 - 4,063,749 72 1.3413 24,247,907 29.83444,063,750 (5% of Issued Capital) and above 1 0.0186 10,906,889 13.4197

TOTAL 5,368 100.0000 81,275,010 100.0000

ANALYSIS OF WARRANT HOLDINGS AS AT 11 SEPTEMBER 2009No. of warrants in issue : RM39,999,990Exercise price of the warrants : RM1.70Expiry date of the warrants : 30 June 2010Voting rights : Each warrantholder present in person or proxy at any Warrantholders’

Meeting shall be entitled on a show of hand to one vote, and on a poll each warrantholder who is present in person or by proxy shall have one vote foreach warrant held.

No. of Warrant % of Warrant No. of % ofHolders/ Holders/ Warrants Issued

Size of Holdings Depositors Depositors held Warrants

1 - 99 205 7.1503 5,910 0.0148100 - 1,000 213 7.4294 191,812 0.47951,001 - 10,000 1,850 64.5274 7,957,337 19.893310,001 - 100,000 540 18.8350 17,590,592 43.9765100,001 - 1,999,998 58 2.0230 11,275,939 28.18991,999,999 (5% of Issued Warrants) and above 1 0.0349 2,978,400 7.4460

TOTAL 2,867 100.0000 39,999,990 100.0000


analysis of shareholdingsas at 11 September 2009 continued

THIRTY LARGEST SHAREHOLDERS/DEPOSITORS AS AT 11 SEPTEMBER 2009% of Issued

Name of Shareholders/Depositors No. of Shares Capital*

1. EB Nominees (Tempatan) Sendirian Berhad 10,906,889 13.6779Pledged Securities Account For Aimas Enterprise Sdn Bhd (Jln Hang Lekiu)

2. EB Nominees (Tempatan) Sendirian Berhad 3,680,000 4.6149Pledged Securities Account For Koh Hong Muan @ Koh Gak Siong (Jln Hang Lekiu)

3. HLB Nominees (Tempatan) Sdn Bhd 2,300,000 2.8843Pledged Securities Account For Koh Hong Muan @ Koh Gak Siong (BLK 0688-8)

4. Bu Yaw Seng 1,784,400 2.23775. SJ Sec Nominees (Tempatan) Sdn Bhd 813,733 1.0205

Pledged Securities Account For Lim Boon Hong (SMT)6. Leow Kay Pin 711,300 0.89207. Ang Jwee Tong 563,678 0.70698. George Lee Sang Kian 525,300 0.65889. AmBank (M) Berhad 453,333 0.5685

Pledged Securities Account For Wong Ah Yong (SMART)10. Tung P’ng Khai 449,300 0.563411. Mayban Nominees (Tempatan) Sdn Bhd 443,000 0.5555

Pledged Securities Account For Chiah Tho Wak12. Wong Ah Yong 433,866 0.544113. Toh Beng 402,600 0.504914. Hsu, Yao-Jih 400,000 0.501615. Mayban Nominees (Tempatan) Sdn Bhd 359,500 0.4508

Pledged Securities Account For Tan Swee Ung16. HDM Nominees (Tempatan) Sdn Bhd 306,000 0.3837

Pledged Securities Account For Sim Kean Hee (M06)17. Lim Koon Leong 296,700 0.372118. Chantika Holdings Sdn Bhd 293,232 0.367719. Lim Kok Wah & Company Sdn Berhad 280,000 0.351120. Yeo Huat Hing 274,900 0.344721. Tan Yoke Kee 268,900 0.337222. TA Nominees (Tempatan) Sdn Bhd 250,000 0.3135

Pledged Securities Account For Chow Kim Seng23. Tay How Seng 249,000 0.312324. Tan Ah Tai @ Tan Ka Cheng 230,000 0.288425. Goh Siew Liang 226,900 0.284526. Loh Choon Yow 225,000 0.282227. Tan Kok Chiew 221,400 0.277628. Lee Kee Por 210,000 0.263429. Soon Foo Mun 200,000 0.250830. Koh Kin Lip 200,000 0.2508

TOTAL 27,958,931 35.0618

Note: * Excluding a total of 1,533,900 shares bought-back by the Company and retained as treasury shares.



THIRTY LARGEST WARRANT HOLDERS/DEPOSITORS AS AT 11 SEPTEMBER 2009% of Issued

Name of Warrant Holders/Depositors No. of Warrants Warrants

1. SJ Sec Nominees (Tempatan) Sdn Bhd 2,978,400 7.4460Pledged Securities Account For Lim Boon Hong (SMT)

2. Mayban Nominees (Tempatan) Sdn Bhd 946,500 2.3663Pledged Securities Account For Fua Kia Pha

3. Rosli bin Mohamad 527,300 1.31834. Chong Sin Keong @ Cheong Seng Keong 439,900 1.09985. Chiah Tho Wak 315,773 0.78946. Lau How Guan @ Low How Guan 301,000 0.75257. Chantika Holdings Sdn Bhd 298,666 0.74678. Ong Chai Lun 295,200 0.73809. TA Nominees (Tempatan) Sdn Bhd 275,000 0.6875

Pledged Securities Account For Chow Kim Seng10. Hew Chen Boong 247,900 0.619811. Mayban Securities Nominees (Tempatan) Sdn Bhd 240,600 0.6015

Pledged Securities Account For Chow Chin Kooi (CO0635) 12. Mayban Nominees (Tempatan) Sdn Bhd 236,600 0.5915

Pledged Securities Account For Ching Kean Lam13. Mayban Nominees (Tempatan) Sdn Bhd 229,500 0.5738

Pledged Securities Account For Cheah Hoay Lye14. Hoe Sek Hua 202,000 0.505015. Tang Kee Hiong 200,000 0.500016. Alliancegroup Nominees (Tempatan) Sdn Bhd 200,000 0.5000

Pledged Securities Account for Tang Yien Hong (850060)17. Koh Cheng Kiat 200,000 0.500018. Abdul Shukor Bin Abu Bakar 200,000 0.500019. Oh Choon Ayu 200,000 0.500020. Public Nominees (Tempatan) Sdn Bhd 188,100 0.4703

Pledged Securities Account For Chwa See Kiap(E-TSA)

21. ECML Nominees (Tempatan) Sdn Bhd 188,000 0.4700Pledged Securities Account For Lee Ah Cheng (002)

22. Po Ah Pou @ Pook Pou Kuee 183,500 0.458823. Lim Ah Loon 183,000 0.457524. Tan Ching Koee 180,100 0.450325. Tai Kian Teck 175,000 0.437526. Lim Khee Kiat 171,100 0.427827. Tan Ngok Lan 170,000 0.425028. Mayban Nominees (Tempatan) Sdn Bhd 170,000 0.4250

Pledged Securities Account For Tan Chin Ching29. Cha Chan Kok 166,000 0.415030. SJ Sec Nominees (Tempatan) Sdn Bhd 165,000 0.4125

Pledged Securities Account For Lim Chee Keong (SMT)

TOTAL 10,474,139 26.1858



SUBSTANTIAL SHAREHOLDERS AS AT 11 SEPTEMBER 2009Direct Indirect

No of %of Issued No. of % of IssuedShares Capital(1) Shares Capital(1)

Aimas Enterprise Sdn Bhd 10,906,889 13.6779 - -Koh Hong Muan @ Koh Gak Siong 6,010,300 7.5373 10,906,889 (2) 13.6779

Notes:(1) Excluding a total of 1,533,900 shares bought-back by the Company and retained as treasury shares.(2) Deemed interested in the shares held by Aimas Enterprise Sdn Bhd by virtue of Section 6A(4)(c) of the Companies

Act, 1965.

DIRECTORS’ INTERESTS AS AT 11 SEPTEMBER 2009No. of Shares No. of Warrants

Direct %(1) Indirect %(1) Direct % Indirect %Director’s Name Interest Interest Interest Interest

Koh Hong Muan @ 6,010,300 7.5373 10,906,889(3) 13.6779 - - - -Koh Gak Siong (2)

Koh Chie Jooi (2) - - 16,917,189(4) 21.2151 - - - -Koh Chee Mian (2) - - 16,917,189(4) 21.2151 - - - -Datuk Ng Peng Hong @ - - - - - - - -Ng Peng HayChew Chee Chek - - - - - - - -Ihsan bin Ismail - - - - - - - -

Notes:(1) Excluding a total of 1,533,900 shares bought-back by the Company and retained as treasury shares.(2) By virtue of their interests in shares of the Company, the Directors are also deemed to have an interest in the shares

of all the subsidiaries of the Company to the extent the Company has an interest. (3) Deemed interested in the shares held by Aimas Enterprise Sdn Bhd by virtue of Section 6A(4)(c) of the Companies

Act, 1965.(4) Deemed interested in the shares by virtue of Section 122A(1)(a) of the Companies Act, 1965, held through his

parent, namely Koh Hong Muan @ Koh Gak Siong.


LIST OF Properties

Net Book Land Area/ Age of Value as atBuild Up Building Existing Expiry 30.04.2009

Owner Title No./Location Area Sq. Ft (Year) Tenure Usage Date RM (‘000)

Komark GM No. 439 Lot 132, L-370,260 7 Freehold Factory Cum - 29,904International (M) Mukim of Kajang B-150,000 OfficeSdn. Bhd. district, Hulu Langat, (HQ) ,

Selangor.

General Labels Lot 2897, Mukim 6, L-10,814 16 Freehold Factory Cum - 941 & Labelling District Seberang B-6,000 Office (M) Sdn. Bhd. Prai Tengah, Penang.

General Labels H.S. (D) KA 39335 L-3,640 13 Leasehold Factory Cum 9-3-2094 198 & Labelling P.T.No. 131760/23 B-2,640 Office (M) Sdn. Bhd. Hala Rapat Baru 22,

Kawasan Perindustrian Ringan Kinta Jaya

General Labels Lot PTD 112290, L-10,200 13 Freehold Factory Cum - 712 & Labelling Mukim of Plentong B-5,394 Office(M) Sdn. Bhd. district, Johor Bahru.

General Labels H.S.(M) 833, L-2,723 17 Freehold Factory - 205 & Labelling Lot 3052, Mukim 6 B-3,330 (Penang) District Of SeberangSdn.Bhd. Prai Tengah, Penang

Guangzhou Title No: 229030 L-16,501 13 Leasehold Factory Cum 9-11-2044 1,382Komark Labels Second Floor, Building B-17,416 Office& Labelling 2, Chung Yie Road Co. Ltd. Scientech Park

Economic & Technological Development Zone Guangzhou

Shanghai Komark Title No: 026381 L-89,222 3 Leasehold Factory Cum 16-8-2052 11,010 Labels & No.1, Baosheng Road, B-76,751 OfficeLabelling Songjiang Industrial Co. Ltd Zone, Songjiang,

Shanghai 201600,China.

I/We _______________________________________________________ (name of shareholder as per NRIC, in capital letters)

NRIC No./ID No./Company No. _______________________________ (new) ____________________________________ (old)

of __________________________________________________________________________________________ (full address)

being a member of KOMARKCORP BERHAD, hereby appoint ____________________________________________________

(name of proxy as per NRIC, in capital letters) NRIC No. _________________________ (new) ______________________ (old)

of __________________________________________________________________________________________ (full address)

or failing him/her __________________________________________________ (name of proxy as per NRIC, in capital letters)

NRIC No. ________________________________ (new) __________________________ (old) of _________________________

____________________________________________________________________________ (full address) or failing him/her

*the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Thirteenth Annual General Meeting of the Company to be held at Langkawi Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur on Thursday, 29 October 2009 at 2.30 p.m. and at each and every adjournment thereof.*Please delete the words “the Chairman of the Meeting” if you wish to appoint some other person to be your proxy. My/our proxy is to vote as indicated below:

ORDINARY RESOLUTIONS FOR AGAINST

1. Adoption of the Audited Financial Statements for the financial year Resolution 1 ended 30 April 2009 and Directors’ and Auditors’ Reports thereon

2. Approval of Directors’ Fees Resolution 2

3. Re-election of Mr Koh Hong Muan @ Koh Gak Siong as Director Resolution 3

4. Re-election of Mr Chew Chee Chek as Director Resolution 4

5. Re-election of Encik Ihsan bin Ismail as Director Resolution 5

6. Re-appointment of Auditors Resolution 6

7. Proposed Renewal of Share Buy-Back Mandate Resolution 7

8. Proposed Renewal of General Mandate for Recurrent Resolution 8Related Party Transactions

9. Authority under Section 132D of the Companies Resolution 9Act, 1965 for the Directors to issue shares

(Please indicate with an “X” in the spaces provided how you wish your vote to be cast. If you do not do so, the proxywill vote or abstain from voting at his discretion.)

No. of shares Percentage

Proxy 1 %

Proxy 2 %

Total 100%

For appointment of two proxies, percentage ofshareholdings to be represented by the proxies:

Number of shares held:

Date:

Signature/Common Seal

PROXY Form

CDS account no. of authorised nominee

Share RegistrarsKOMARKCORP BERHAD

c/o TENAGA KOPERAT SDN BHDLEVEL 17, THE GARDENS NORTH TOWER

MID VALLEY CITYLINGKARAN SYED PUTRA59200 KUALA LUMPUR

MALAYSIA

AFFIX

STAMP

1st fold here

Fold this flap for sealing

Then fold here

Notes:1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in hisstead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shallnot apply to the Company.

2. A member may appoint not more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies,the appointments shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, ifthe appointor is a corporation, either under its Common Seal or under the hand of the attorney.

4. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notarially certifiedor office copy of such power or authority, must be deposited at the Company’s Share Registrars’ office at Level 17, The Gardens North Tower,Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or anyadjournment thereof.

KOMARKCORP BERHAD (374265-A)

Lot 132, Jalan 16/1, Kawasan Perindustrian Cheras Jaya43200 Balakong, Selangor Darul Ehsan, Malaysia

Tel: 603 9080 3333 Fax: 603 9080 5233Email: [email protected]: www.komark.com.my

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Annual Report

annual report 07/10/2009 · komarkcorp berhad (374265-a) lot 132, jalan 16/1, kawasan...

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