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PW CONSOLIDATED BHD (420049-H)

Annual Report 2009

1PW CONSOLIDATED BHD. (420049-H)Annual Repor t 20 09

Contents

Corporate Information

Corporate Structure

Financial Highlights

Directors’ Profile

Chairman’s Statement

Corporate Governance Statement

Statement on Internal Control

Audit Committee Report

Directors’ Report

Directors’ Statement

Statutory Declaration

Independent Auditors’ Report To The Members

Consolidated Balance Sheet

Consolidated Income Statement

Consolidated Statement Of Changes In Equity

Consolidated Cash Flow Statement

Balance Sheet

Income Statement

Statement Of Changes In Equity

Cash Flow Statement

Notes To The Financial Statements

Shareholdings Statistics

Notice of Annual General Meeting

Statement Accompanying Notice of Annual General Meeting

Additional Compliance Information

List Of Material Properties Of The Group

Proxy Form

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16 - 19

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2 PW CONSOLIDATED BHD. (420049-H) Annual Repor t 20 09

SECRETARY CH’NG LAY HOON

AUDIT COMMITTEE ONG KIM NAM (CHAIRMAN)CHEE WAI HONG (MEMBER)SHAMSUDDIN BIN MOHD SALLEH (MEMBER)

REGISTERED OFFICE

SUITE 12-A LEVEL 12MENARA NORTHAMNO. 55 JALAN SULTAN AHMAD SHAH10050 PENANGTEL : 04 - 228 0511FAX : 04 - 228 0518

BUSINESS ADDRESS PLOT 127, JALAN PERINDUSTRIAN BUKIT MINYAK 7TAMAN PERINDUSTRIAN BUKIT MINYAK14100 BUKIT MERTAJAMSEBERANG PERAI TENGAH, PENANG

SHARE REGISTRAR SYMPHONY SHARE REGISTRARS SDN. BHD. LEVEL 6, SYMPHONY HOUSEBLOCK D13, PUSAT DAGANGAN DANA 1JALAN PJU 1A/4647301 PETALING JAYASELANGORTEL : 603 - 7841 8000FAX : 603 - 7841 8008

AUDITORS

GRANT THORNTON CHARTERED ACCOUNTANTS

PRINCIPAL BANKERS

CIMB BANK BERHADALLIANCE BANK MALAYSIA BERHADRHB BANK BERHADEON BANK BERHADUNITED OVERSEAS BANK (MALAYSIA) BHD.OCBC BANK (MALAYSIA) BERHAD BANGKOK BANK BERHADMALAYAN BANKING BERHAD AGROBANKPUBLIC BANK BERHADBANK KERJASAMA RAKYAT MALAYSIA BERHAD SOLICITORS

SALINA, LIM KIM CHUAN & CO.GAN TEIK CHEE & HOLOH HAN MENG & CO.

STOCK EXCHANGE LISTING

MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHADSTOCK NAME : PWSTOCK CODE : 7134

DATO’ SIAH GIM ENG (EXECUTIVE CHAIRMAN & MANAGING DIRECTOR)

DATIN LAW HOOI LEAN (DEPUTY MANAGING DIRECTOR)

BOAY GOEY GNOH (EXECUTIVE DIRECTOR)

CHEE WAI HONG (NON-INDEPENDENT NON-EXECUTIVE DIRECTOR)

ONG KIM NAM (INDEPENDENT NON-EXECUTIVE DIRECTOR)

SHAMSUDDIN BIN MOHD SALLEH (INDEPENDENT NON-EXECUTIVE DIRECTOR)

DIRECTORS

Corporate Information


Corporate StructureAs At 7 May 2010

PW CONSOLIDATED BHD.(420049-H)

PINWEE BREEDER FARMS SDN. BHD.

(628503-W)

PW NUTRIFEED SDN. BHD.

(37629-M)

PW LIVESTOCK (M) SDN. BHD.

(613817-M)

PINWEE DUCK FARMS SDN. BHD.

(752833-H)

PW NUTRIFARM CORPORATION SDN. BHD.

(149054-P)

EVERAY AGRITECHSDN. BHD. (451057-H)

PINWEE BREEDER FARM (MALACCA) SDN. BHD. (559277-W)

PW BREEDER FARM(TAIPING) SDN. BHD. (346545-D)

PW NUTRIFARM VENTURE SDN. BHD. (208636-P)

PW NUTRI PROCESSING SDN. BHD. (668698-A)

PW TYRES & AUTO SERVICE SDN. BHD.

(750417-M)

PW PROPERTIES SDN. BHD.

(736271-D)

PINWEE LAYER FARM SDN. BHD.

(661667-D)

PINWEE FOOD PROCESSING SDN. BHD.

(541912-X)

PINWEE CHICKEN TRADING SDN. BHD.

(594854-W)

100%

100% 100%

100% 100%

100% 100%

100% 100%

100% 100%

100%

80%20%

100% 100%


Five Years Group Financial Highlights

Revenue (RM ’000) Shareholders' fund (RM ’000)

Profit after taxation & Minority interest (RM ’000)Profit before taxation (RM ’000)

2009

2009

2009

2009

2009

2009

Net assets per share (RM) Earnings per share(sen)

FINANCIAL YEAR ENDED

RevenueShareholders’ fundProfit before taxationProfit after taxation & minority interestNet assets per share (RM)Earnings per share (sen)

(Restated)December

2005

263,997,49899,173,59911,278,836

6,136,537 1.72

10.07

December 2006

279,535,16999,568,351

6,596,1554,188,691

1.74 7.00

December2007

323,070,343129,567,365

6,888,6425,239,187

2.278.76

December2008

344,427,978127,596,569

1,945,6141,018,091

2.121.70

December2009

272,490,369127,707,859

685,585111,290

2.100.19


Directors’ Profile

DATO’ SIAH GIM ENG, a Malaysian, aged 51, the co-founder of the Company, was appointed as the Executive Chairman and Managing

Director of the Company on 12 May 2001. He is the driving force in the formulation and implementation of the Group’s corporate strategy.

With more than 30 years of experience in the feedmilling and poultry farming industry, his entrepreneurial skills have steered from a small

establishment to become of the leading feedmill and farming group in Northern Region of Malaysia. He is the husband of Madam Law

Hooi Lean, the Deputy Managing Director and the major shareholder of the company. He has attended all the five (5) Board Meetings of

the Company held during the financial year ended 31 December 2009.

DATIN LAW HOOI LEAN, a Malaysian, aged 49, holds a Master Degree in Business Administration from University of Ballarat, Australia.

She is a member of New Zealand Institute of Management. She is also a Fellow of The Society for Professional Management, United

Kingdom, a Certified Professional Manager from The Society of Business Practitioners (SBP), United Kingdom. She was appointed as the

Deputy Managing Director of the Company on 12 May 2001. She is primarily involved in the business development process, strategic

planning, providing directions and overseeing the administration of finance function of the Group. With more than 20 years experience

in the area of financial accounting and company management, she has been instrumental in ensuring the smooth running of the day-

to-day operations of the Company. She is the wife of Dato’ Siah Gim Eng, the Executive Chairman and Managing Director and the major

shareholder of the Company. She has attended all the five (5) Board Meetings of the Company held during the financial year ended 31

December 2009.

BOAY GOEY GNOH, a Malaysian, aged 42, Bachelor of Commerce (Hons) in Accounting. She joined the Group in 1998 and was appointed

as an Executive Director of the Company on 22 June 2009. She has more than 10 years experience in the field of accounting and finance.

Prior to her appointment in the Group, she was attached to Tongkah Mouldings Technologies Sdn Bhd and Sony Electronic (M) Sdn Bhd.

She has attended two (2) Board Meetings of the Company held after her appointment as an Executive Director.

ALLEN CHEE WAI HONG, a Malaysian, 37, was appointed as an Executive Director of the Company on 12 May 2001 and was re-designated

to Non-Independent Non-Executive Director on 22 January 2009. A Chartered Accountant by profession, he is a Fellow of the Association

of Chartered Certified Accountants of United Kingdom and a Member of the Malaysian Institute of Accountants. Mr Allen Chee holds an

LL.B from University of London and a Masters Degree in Business Administration from University Utara Malaysia. Prior to this Company he

was attached to BDO Binder Malaysia. He is currently the Managing Director of a professional advisory and services firm in Penang and

also sits on the Board of several private limited companies.

Mr. Allen Chee has attended all the five (5) Board Meetings of the Company held during the financial year ended 31 December 2009. He

is a member of the Audit Committee, the Remuneration Committee, Nominating Committee and the Option Committee.

ONG KIM NAM, a Malaysian, aged 54, was appointed as an Independent Non-Executive Director of the Company on 12 May 2001. A

Chartered Accountant by profession, he is a member of Malaysian Institute of Accountants and the Association of Chartered Certified

Accountants (United Kingdom). He has over 20 years of experience in the fields of auditing, accounting and taxation. Presently he is the

sole practitioner of O.K. Nam Associates, a firm of Chartered Accountants, which is based in Penang. He is the Independent Non-Executive

Director of Eng Kah Corporation Berhad, a company listed on Main Market of Bursa Malaysia Securities Berhad.

He has attended all the five (5) Board Meetings of the Company held during the financial year ended 31 December 2009. He is the Chair-

man of the Audit Committee, a member of the Remuneration Committee and a member of the Nominating Committee.


Directors’ Profile (Cont’d)

SHAMSUDDIN BIN MOHD. SALLEH, a Malaysian, aged 51, was appointed as an Independent Non-Executive Director on 12 May 2001.

In his career spanning over 20 years with various companies including Loytape Bhd., Central Industries Corporation Bhd., American All-

Seasons Sdn Bhd. and Superbo (M) Sdn Bhd., he has garnered experience in the area of administration and personnel, sales and market-

ing within the manufacturing and agriculture industries. This enables him to participate actively in the overall operation matters of the

Company and as a whole, contribute positively towards the growth of the Company. Presently, as a Managing Director of Ivory Choice

Sdn Bhd and Sagarena Sdn Bhd, Encik Shamsuddin has spread his wing by venturing into property industry, employment agency and oil

and gas industries, namely Anggerik Laksana Sdn Bhd. He also sits on the Board of Director of several other private limited companies.

He has attended all the five (5) Board Meetings of the Company held during the financial year ended 31 December 2009. He is the Chair-

man of the Remuneration Committee, the Nominating Committee and Option Committee and he is a member of the Audit Committee.

Save as disclosed, none of the Directors have: -

1. any family relationship with any Director and/or major shareholder of the Company;

2. any conflict of interest with the Company; and

3. any conviction for offences within the past 10 years other than traffic offences.


Chairman’s Statement

On behalf of the Board of Directors, I am pleased to present the Annual Report and the audited financial statements of the Group and the Company for the financial year ended 31 December 2009.

Group Performance

The poultry industry faced another challenging year as the effects of 2008 economy crisis continued well into 3rd quarter of 2009. Overall, domestic economy contracted by 1.9% in 2009 and consumer sentiments were dampened by uncertain economic outlook.

The Group's performance during the year continued to be affected by high cost of imported grain and oversupply of broiler in the domestic market which had driven down the market price of broiler. The Group reported a lower revenue and profit before tax of RM272.5 million and RM0.7 million respectively for the financial year compared with the preceding financial year. In response to the challenging economic environment, the Group had embarked on several initiatives to streamline its operations and improve farm performance. Improvement in farm productivity is essentail to preserve Group's bottom line while the domestic broiler market is recovering from the demand and supply imbalance.

The Group also saw substantial increase in duck production during the year as all duck farms began to produce close to full capacity. The economy of scale is necessary to ensure the profitability of our duck segment via a lower unit cost base.

Corporate Development

During the year, the Group was awarded the Malaysian Livestock Industry Awards for the second time, this time in the category of Breeder Farm, after named the Best Feed Miller in 2007.

Prospect

We are optimistic about the performance of the Group in the year ahead as we are confident the cost cutting measures put in place by the management will bring positive result, and it is widely forecasted that the local economy will grow by 4.5-5.5% in 2010 following a rebound towards the end of 2009.

Dividend

The Board did not recommend dividend for financial year 2009.

Acknowledgement

On behalf of the Board, I would like to thank our shareholders, customers, suppliers, business partners, bankers and government authorities for their continuing support and to our colleagues at all level of the Group, our heartfelt appreciation for your hard work and dedication throughout the past one year.

Dato’ Siah Gim EngExecutive Chairman


Corporate Governance Statement

The Board of Directors is committed to maintaining high standard of corporate governance throughout the Group. This practice of good corporate governance is fundamental to the performance of duty and responsibilities of the Directors in enhancing shareholder value and safeguarding stakeholder interest of the Group.

The corporate governance practiced by the Group is consistent with the principles and best practices set out in the Malaysian Code on Corporate Governance (“Code”). This statement report on the compliance with the Code by the Group throughout the financial year ended 31 December 2009.

Board of DirectorsThe Board is primarily entrusted with the responsibility of setting the goals and strategic direction of the Group. In addition, the Board also oversees the operation of the Group’s business by devising and putting in place various measures of control. These controls are essential in minimizing the risk exposure of the Group.

Board CompositionThe Board is currently comprised of three Executive Directors, one Non-Independent Non-Executive Director and two Independent Non-Executive Directors. Hence, the Board’s composition meets the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”) of having at least one-third (1/3) of the membership of the Board comprising independent directors. The wealth of knowledge, skills and experience of the Board members gives added strength to the leadership that is necessary for the effective stewardship of the Group.

The Board has clear division of responsibility and is balance in terms of power and authority. The Executive Directors are responsible for making and implementing operational decisions whilst Independent Non-Executive Directors are independent of the management and are free from any relationship that could materially interfere with the exercise of their independent judgment. Together, they play an important role in ensuring that the strategies proposed by the management are fully deliberated and examined, taking into account the interest of shareholders, employees, customers, suppliers and the many communities in which the Group conducts its business.

Board MeetingThe Board meets on a quarterly basis and additionally as and when required, with a formal schedule of matters specifically reserved for the Board’s deliberation and decision. During the financial year under review, five (5) Board meetings were held and all the Directors have complied with the requirements in respect of Board meeting attendance as provided in the Articles of Association.

Dato’ Siah Gim Eng 5/5 Daton Law Hooi Lean 5/5Ms Boay Goey Gnoh 2/2 Mr. Allen Chee Wai Hong 5/5Mr. Ong Kim Nam 5/5En Shamsuddin Bin Mohd Salleh 5/5Mr. Tan Seow Phor (resigned on 30 June 2009) 2/3

Board Balance

Supply and Access to InformationThe Directors have full and unrestricted access to all information pertaining to the Group’s business and affairs, whether collectively or in their individual capacity, to enable them to discharge their duties. There are matters specifically reserved for the Board’s decision to ensure that the direction and control of the Group is firmly in its hands. Prior to the Board meetings, the Directors are provided with the agenda together with Board papers containing relevant reports and information.

All Directors have access to the advice and the services of the Company Secretary and under appropriate circumstances may obtain independent professional advice at the Company’s expense, in furtherance of their duties.

Appointment to the BoardThe Board had established a Nominating Committee which is responsible for the review and assessment of the skills, experience, size and composition of the Board on an ongoing basis to ensure effectiveness of the Board and the contribution of each director. The Nominating Committee is also responsible for assessing the suitability of proposed candidates for directorships and making recommendations to the Board on new appointments including Board Committees.

The Nominating Committee consists wholly of Non-Executive and Independent Directors. The Committee is chaired by Encik Shamsuddin Bin Mohd Salleh and other members are Mr. Ong Kin Nam and Mr. Allen Chee. The Committee had one (1) meeting during the financial year.


Corporate Governance Statement (Cont’d)

Re-electionIn accordance with the provisions of the Articles of Association of the Company, all directors are subject to retirement from office at least once in every three (3) years, but shall be eligible for re-election. The Articles also provide that any Director appointed during the year is required to retire and seek re-election at the following Annual General Meeting immediately after such appointment.

Directors TrainingAll Directors have completed the Mandatory Accreditation Programme (“MAP”) as required by Bursa Securities. The Company continues to identify suitable training programme for the enhancement of Directors’ skill and knowledge from time to time.

DIRECTOR’S REMUNERATION

The Level and Make-up of Remuneration

The remuneration framework for Executive Directors has an underlying objective of attracting and retaining directors needed to run the Company successfully. Remuneration packages of Executive Directors are structured to commensurate with corporate and the individual’s performance. In respect of Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken by the individual concerned.

ProcedureThe Board had established a Remuneration Committee to review and recommend to the Board the remuneration package of the Executive Directors and the determination of remuneration packages of Non-Executives is a matter for consideration by the Board as a whole. The individuals concerned are required to abstain from discussions pertaining to their own remuneration packages.

The Remuneration Committee is comprised of Non-Executive Directors and is chaired by Encik Shamsuddin Bin Mohd Salleh with Mr. Ong Kim Nam and Mr. Allen Chee as the other members. The Committee met once during the financial year.

DisclosureDetails of the Directors’ remuneration for the financial year ended 31 December 2009 are as follow:

The aggregate remuneration of Directors categorized into appropriate components.

Fees Salaries, Others Total Allowance and Bonus RM RM RM RM Executive 81,000 1,688,300 32,900 1,802,200Non-Executive 105,000 21,100 - 126,100 186,000 1,709,400 32,900 1,928,300

The number of Directors whose total remuneration falls within the following bands.

Range of Remuneration (RM) Executive Non-executive0 – 50,000 1 3700,001 – 800,000 1 -1,000,001 – 1,200,000 1 - 3 3

SHAREHOLDERS

Dialogue between Company and InvestorsThe Board recognizes the importance of timely and equal dissemination of information to shareholders on the Group’s performance and direction. Communication with investor is effected through timely release of information on the Group’s corporate proposal, financial results and other material information to the public.


Corporate Governance Statement (Cont’d)

Dialogue between Company and Investors (Cont'd)Information and latest news on the Company’s operation are also made available to investors and shareholders through the Company website at www.pwconsolidated.com.

The Annual General Meeting (“AGM”)The Company's AGM serves as a forum for dialogue with shareholders. At each AGM, the Chairman of the Board briefs the shareholders on the progress and performance of the business of the Group. The status of all resolutions proposed at the AGM is submitted to Bursa Securities at the end of the meeting day. Apart from contact at general meetings, there is no formal program or schedule of meetings with investors, shareholders, stakeholders and the public generally. However, the management has the option of calling for meetings with investors/analysts as and when deemed necessary. Thus far, the management is of the opinion that this arrangement has been satisfactory to all parties.

ACCOUNTABILITY AND AUDIT

Financial ReportingThe Board is aware of its responsibilities to shareholders and the requirement to present a balanced and comprehensive assessment of the Group’s financial position by means of the annual and quarterly reports and other published information. In this regard, the Board is responsible for the preparation of financial statements by applying the appropriate accounting policies and prudent estimates that present a fair and balanced report of the financial state of affairs of the Group in accordance with the provisions in the Companies Act, 1965 and applicable approved accounting standard.

Internal ControlThe Statement on Internal Control as set out on page 11 and 12 of this Annual Report provides an overview of the state of internal controls within the Group.

Relationship with the AuditorsThe Board through the establishment of an Audit Committee maintains a formal and transparent relationship with the Group’s Auditors. The roles of the Audit Committee in relation to the Auditors are detailed on pages 13 to 15 of the Audit Committee Report in the Annual Report.

Corporate Social ResponsibilityOne of the PW Group’s missions is to produce quality and safe products for the Malaysian public. We believe that only by ensuring the sustainability of our operating environment can our long term success and our mission be achieved. In fact many of the practices and policies we implemented in the pursuit of economic benefit and excellence, and the goal of being a socially responsible corporate citizen are congruent.

The Group utilizes modern farming technique in the operation and management of all broiler farms with strict implementation of bio-security measures. All broiler farms are equipped with automated drinking system and semi automated feeding system with silo thereby reducing human contact. Feed performance are constantly monitored and feed backs to the Group’s feed mill for quality improvement and control purposes. Feed is formulated using ingredients and additives which will not result in chemical residue in the final product. The application of ‘green’ concept begin with the formulation of feed in the Group’s feed mill where it contains fiber and nutrient that reduce ammonia content in poultry excretion which results in reduction in ammonia gas released to the detriment of the flocks health and improved fly control. The broilers are almost totally on vegetarian diet thereby eliminating the use of fishmeal which could contribute to the problem of over fishing. In addition, the substitution of fishmeal with other ingredient also reduces the risk of E.Coli and Salmonella contamination. The Group is also moving toward converting existing open house chicken coops to closed-house system which is expected to significantly increase farm productivity, further enhancing bio-security and reducing pollution to surrounding area. To produce safe poultry meat to the consumers, comprehensive vaccination program under scrutiny of qualified veterinarian is in place and the use of hormone is prohibited and antibiotic is only allowed in treatment of sick birds. The Group’s practice also emphasis the welfare of the poultry and all poultry are treated as humanely as possible especially during handling and transporting.

The Group is adopting and committed to the usage of clean technology and environment safe practice as part of its corporate social responsibilities. The areas we focus on are resource conservation; including water conservation and energy conservation, waste reduction, waste treatment and recycling, usage of environmental safe and biodegradable products.

PW Group is an equal opportunity employer that practice meritocracy and the welfare of our work force are high in our agenda where we also provide ample opportunities and incentives for employee’s skill and personal development. Our staff regularly attend seminar and training program to equip themselves with latest knowledge and development in the relevent fields. Our workers and staff's medical needs are covered under comprehensive group personal accident, hospitalisation and surgical insurance and compensation scheme.


Statement On Internal Control

Introduction

The Group is committed to maintain a system of internal control and risk management structure that is effective in safeguarding shareholders’ investment and the Group’s asset consistent with the requirement of Malaysian Code of Corporate Governance.

This Statement on Internal Control is made in pursuant with paragraph 15.26(b) of the Listing Requirements of Bursa Malaysia Securities Berhad, which requires Directors of Malaysian public listed companies to make a statement about their state of internal control within the Group, in their Annual Report.

Boards Responsibility

The Board has overall responsibility for the Group's system of internal control and for reviewing its effectiveness whilst the role of Management is to implement the Board's policies on risk and control. The system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives. In pursuing these objectives, internal controls can only provide reasonable and not absolute assurance against material misstatement or loss. The Board confirms that there is a continuous process for identifying, evaluating and managing the significant risks threatening the Group during the financial year under review and prior to the date of approval of the annual report and financial statements.

Risk Management Framework

The Board maintains continuous commitment in strengthening the Group’s risk management framework and processes. Day-to-day risk management of the individual operating units are delegated to the Managing Director and respective senior managements. In this regard, the Managing Director is responsible for timely identification of the Group’s risks of each business units and implementation of systems to manage these risks. Periodic meetings are held to assess and monitor the Group’s risk as well as discuss, deliberate and appropriately addressed matters associated with strategic, financial and operational facets of the Group. Any significant weaknesses identified during the review together with the improvement measures to strengthen the internal controls were reported to the Audit Committee.

Internal Audit Function

The Group's internal audit function was outsourced to an independent audit film who report directly to the Audit Committee. The outsource audit firm perform regular reviews of business processes to assess the effectiveness of internal controls and highlight significant risks impacting the Group. The Audit Committee conducts annual reviews on the adequacy of the internal audit firm's scope of work and resources. The Audit Committee regularly reviews the internal auditor's reports and discusses the highlighted issues with the Management to ensure every issue has been properly resolved.

Other Key Elements of Internal Control

The following key elements of a system of internal control are present in the Group:

(a) Control Environment

The Group has an organizational structure for planning, controlling and monitoring business operations in order to achieve the Group’s objective. Management of each operating unit has clear responsibility for identifying risk affecting their unit and the overall Group’s business as a whole. They are also charged with instituting adequate procedures and internal controls to mitigate and monitor such risks on an ongoing basis.

(b) Audit Committee

An Audit Committee, comprising a majority of independent non-executive directors was maintained throughout the financial year. The composition of the Audit Committee brings a wide range of deep experience, knowledge and expertise. They continue to meet, have full and unimpeded access to both the internal and external auditors during the financial year.

(c) Policies and Procedures

Clear, formalised and documented internal policies, standards and procedures are in place to ensure compliance with internal controls and relevant laws and regulations. Regular reviews are performed to ensure that documentation remains current and relevant.


Statement On Internal Control (Cont’d)

Weakness in internal controls that result in material losses

Based on findings in the internal auditors’ report for the financial year ended 31 December 2009, the Board is of the opinion that the general system of internal control is adequate and appeared to be working satisfactorily. A number of minor internal control weaknesses were identified during the year, all of which have been, or are being, addressed by Management. There were no material losses, contingencies or uncertainties incurred during the financial year as a result of weakness in internal control.

The Board is committed to put in more appropriate action plans, to ensure that the internal control system could continuously evolve to support the type of business and size of the operations of the Group.

The total costs incurred in managing the internal audit function for the financial year ended 31 December 2009 were approximately RM7,500.

This statement is issued in accordance with a resolution of the Directors dated 27 May 2010.


Audit Committee Report

The Board is pleased to present the Audit Committee Report for the financial year ended 31 December 2009.

The Audit Committee was established on May 2001.

MEMBERS AND MEETINGS

Members of the Audit Committee are as follows:-

Name Designation

Ong Kim Nam Chairman/Independent Non-Executive Director

Shamsuddin Bin Mohd. Salleh Independent Non-Executive Director

Allen Chee Wai Hong Non-Independent Non-Executive Director

There were five (5) Audit Committee meetings held during the financial year ended 31 December 2009. The details of the attendance

of the Audit Committee members are as follows:

Name Attendance

Ong Kim Nam 5/5

Shamsuddin Bin Mohd. Salleh 5/5

Allen Chee Wai Hong 5/5

SUMMARY OF ACTIVITIES

The Audit Committee carried out its duties in accordance with its Terms of Reference. During the financial year ended 31 December

2009, the activities of the Audit Committee included the following:-

• Reviewed the unaudited quarterly financial results of the Group with the management prior to submission to the Board of

Directors for consideration and approval and subsequent announcements;

• Reviewed the Audit Committee Report, and Statement of Internal Control for the financial year ended 31 December 2009 and

recommended its adoption to the Board;

• Considered the nomination of the external auditors for recommendation to the Board for re-appointment;

• Reviewed with the external auditors the results of the annual audit and management letter;

• Reviewed the scope, functions and resources of the outsourced internal audit function;

• Reviewed the year end financial statements prior to submission to the Board for consideration and approval;

• Reviewed the external auditors’ reports for the financial year ended 31 December 2009 in relation to audit and accounting

issues arising from the audit an consider the findings by the external auditors and management responses thereto;

• Considered the related party transactions that had arisen within the Company or the Group;

• Reviewed with the external auditors their audit plan prior to the commencement of audit;

TERMS OF REFERENCE

The Directors have approved and adopted the following Terms of Reference, which set out the roles and responsibilities of the Audit

Committee.

OBJECTIVES

The primary objective of the Audit Committee is to assist the Board of Directors of the Company in fulfilling its responsibilities

relating to corporate accounting, internal controls, management and financial reporting practices of the Group.


Audit Committee Report (Cont’d)

COMPOSITION

The members shall be appointed by the Board of Directors and shall consist of not less than three (3) members of whom a majority

shall compose of Independent Directors of the Company. No Alternate Directors shall be appointed members of the Committee.

At least one member of the Audit Committee:-

• Must be a member of the Malaysian Institute of Accountants; or

• If he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working experience; and

- he must have passed the examination specified in Part I of the First 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 First Schedule of the Accountants

Act, 1967.

Chairman

The Chairman shall be an Independent Non-Executive Director.

Quorum

A quorum shall consist of two (2) members and a majority of the members present must be Independent Directors.

Secretary

The Secretary of the Audit Committee shall be the Company Secretary or any other person so appointed by the Audit Committee

from time to time.

Meetings

The Audit Committee shall regulate its own proceedings. The Committee shall meet at least four (4) times a year. The Committee

may, as and when deemed necessary, invite other Board members and senior management members to attend the meeting. The

Committee shall meet at least twice a year with the external auditors without the presence of any executive Director of the Board.

Authority

The Audit Committee is authorised by the Board of Directors to investigate any activity within its terms of reference. The Committee

shall have unrestricted access to the external auditors and to all employees of the Group. The Committee may, with the approval

of the Board, consult legal or other professionals where they consider it necessary to discharge their duties at the expense of the

Company.

Functions

The functions of the Audit Committee shall be: -

- To consider the appointment of the external auditor, the audit fee and any question of resignation or dismissal;

- To review with the external auditors the nature and scope of the audit plan, the evaluation of the system of internal control,

problems and reservations arising from the audit and any matters which may wish to discuss with the external auditors, the

internal auditors or both, in the absence of the Executive Board members and management where necessary;

- To review the external auditors management letter and managements’ response;

- To review and report to the Board of Directors on the quarterly results and year end financial statements, prior to the approval

by the Board of Directors, focusing particularly on:-

(i) changes in or implementation of major accounting policies and practices;

(ii) significant and unusual events; and

(iii) compliance with applicable approved accounting standards and other legal requirements;

- To review the adequacy of the scope, function, competency and resources of the internal audit function, and that it has the necessary

authority to carry out its work;

- To review the internal audit programme and results of the internal audit process, and, where necessary, ensure that appropriate actions

are taken on the recommendations of the internal audit function;

- To review any appraisal or assessment of the performance of members of the internal audit function including appointment

or termination of senior staff members and to provide opportunity for the resigning staff member, if any, to submit his reasons

for resigning.


Audit Committee Report (Cont’d)

Functions (Cont'd)

- To consider any related party transactions and conflict of interest situation that may arise within the Company or Group;

- To undertake such other responsibilities as may be agreed to by the Audit Committee and the Board of Directors.

Reporting Procedure

The Chairman of the Committee reports to the Board after each Committee meeting the result of the deliberations of the Committee.

The Committee shall prepare reports, at least once a year, to the Board summarizing the Committee’s activities during the year in

discharging of its duties and responsibilities and the related significant results and findings.

Internal Audit Function

In 2009, the Group has outsourced the internal audit function to an external party to assist the Committee in ensuring the adequacy

and effectiveness of the Group’s risk management and internal control systems.


Directors’ Report For The Year Ended 31 December 2009

The directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the year ended 31 December 2009.

PRINCIPAL ACTIVITIES

The principal activities of the Company consist of investment holding and the provision of management services.

The principal activities of the subsidiaries are disclosed in Note 6 to the financial statements.

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

RESULTS GROUP COMPANY RM RM

Profit/(loss) after taxation for the year 87,015 (12,145) Attributable to :Equity holders of the Company 111,290 (12,145)Minority interests (24,275) - 87,015 (12,145)

In the opinion of the directors, the results of the operations of the Group and of the Company for the financial year ended 31 December 2009 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.

DIVIDENDS

No dividends have been declared or paid by the Company since the end of the previous financial year.

The directors do not recommend any dividend payment for the financial year.

RESERVES AND PROVISIONS

All material transfers to or from reserves or provisions during the financial year are disclosed in the notes to the financial statements.

SHARE CAPITAL AND DEBENTURE

During the financial year, the Company did not issue any share or debenture and did not grant any option to anyone to take up unissued shares of the Company.

TREASURY SHARES

During the financial year, the Company did not repurchase any of its issued ordinary shares from the open market.

Of the total 60,911,250 issued and fully paid ordinary shares as at 31 December 2009, 1,133,500 are held as treasury shares by the Company, and accordingly the number of outstanding ordinary shares in issue and fully paid as at that date is therefore 59,777,750 ordinary shares of RM1 each.

Further relevant details are disclosed in Note 15 to the financial statements.


Directors’ Report For The Year Ended 31 December 2009 (Cont’d)

----------- Number of ordinary shares of RM1 each -----------

Balance Balance

at at

1.1.09 Bought Sold 31.12.09

The Company

Direct Interest :

Dato’ Siah Gim Eng 9,719,215 - - 9,719,215

Datin Law Hooi Lean 7,961,798 - - 7,961,798

Chee Wai Hong 605,878 - - 605,878

Ong Kim Nam 7,500 - - 7,500

Deemed Interest :

Dato’ Siah Gim Eng 14,390,548 - - 14,390,548

Datin Law Hooi Lean 16,147,965 - - 16,147,965

EMPLOYEE SHARE OPTION SCHEME

The Company’s Employee Share Option Scheme (“ESOS”) is governed by the by-laws approved by the shareholders at an Extraordinary

General Meeting held on 18 November 2003. The ESOS will be in force for a period of five years expiring on 14 January 2009. The

Company has extended the existing ESOS for another 5 years until 14 January 2014.

As at balance sheet date, no options were offered.

The salient features of the ESOS are disclosed in Note 14 to the financial statements.

DIRECTORS

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

Dato’ Siah Gim Eng

Datin Law Hooi Lean

Chee Wai Hong

Ong Kim Nam

Shamsuddin Bin Mohd Salleh

Boay Goey Gnoh (appointed on 30.6.09)

Tan Seow Phor (retired on 30.6.09)

DIRECTORS’ INTERESTS IN SHARES

According to the Register of Directors’ Shareholdings, the interests of directors in office at the end of the financial year in shares in

the Company and its related corporations during the financial year are as follows :

By virtue of their shareholdings in the Company, Dato’ Siah Gim Eng and Datin Law Hooi Lean are also deemed interested in the

shares of all the subsidiaries of the Company, to the extent that the Company has interests.



DIRECTORS' BENEFITS

Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit

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

financial statements) by reason of a contract made by the Company or a related corporation with a director or with a firm of which

the director is a member or with a company in which the director has a substantial financial interest, other than those related party

transactions disclosed in the notes to the financial statements.

During and at the end of the year, no arrangements subsisted to which the Company is a party, with the objects of enabling

directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other

body corporate.

OTHER STATUTORY INFORMATION

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 of allowance for

doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been

made for doubtful debts, and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary

course of business had been written down to an amount which they might be expected to realise.

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

(i) that would render the amount written off for bad debts, or the amount of the allowance for doubtful debts in the Group and

in the Company inadequate to any substantial extent, or

(ii) that would render the value attributed to the current assets in the financial statements of the Group and of the Company

misleading, or

(iii) that would render any amount stated in the financial statements of the Group and of the Company misleading, or

(iv) which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the

Company misleading or inappropriate.

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 year which 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 financial year.

No contingent liability or other liability of the Group and of the Company has become enforceable, or is likely to become enforceable,

within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially

affect the ability of the Group and of the Company to meet their obligations as and when they fall due.



AUDITORS

The auditors, Grant Thornton, have expressed their willingness to continue in office.

Signed in accordance with a resolution of the directors :

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

Dato’ Siah Gim Eng Datin Law Hooi Lean

Penang,

Date : 26 April 2010


Directors’ Statement

We, Dato’ Siah Gim Eng and Datin Law Hooi Lean, being two of the directors of PW Consolidated Bhd. state that in the opinion

of the directors, the financial statements set out on pages 22 to 67 are properly drawn up in accordance with Financial Reporting

Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of

the Company as at 31 December 2009 and of their financial performance and cash flows for the financial year then ended.

Signed in accordance with a resolution of the directors :

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

Dato’ Siah Gim Eng Datin Law Hooi Lean

Date : 26 April 2010

Statutory Declaration

I, Datin Law Hooi Lean, the director primarily responsible for the financial management of PW Consolidated Bhd. do solemnly

and sincerely declare that the financial statements set out on pages 22 to 67 are to the best of my knowledge and belief, correct

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

Declarations Act, 1960.

Subscribed and solemnly declared by )

the abovenamed at Penang, this 26th )

day of April 2010 ) ...............................................................................

Datin Law Hooi Lean

Before me,

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

KARUPAYEE KAMALAN A/P R. MOTTAI

NO.: P015

Persuruhanjaya Sumpah Malaysia


Independent Auditors‘ Report To The Members Of PW Consolidated Bhd. Company No. 420049-H (Incorporated In Malaysia)

Report on the Financial Statements

We have audited the financial statements of PW Consolidated Bhd., which comprise the balance sheets as at 31 December 2009 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 22 to 67.

Directors’ Responsibility for the Financial Statements

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

Auditors’ Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

Report on Other Legal and Regulatory Requirements

In 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 Company and its

subsidiaries have been properly kept in accordance with the provisions of the Act,(b) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are

in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes, and

(c) The auditors’ reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

Other Matters

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

Grant Thornton John Lau Tiang Hua, DJNNo. AF : 0042 PartnerChartered Accountants No. 1107/03/12 (J) Chartered AccountantDate : 26 April 2010

Penang


Consolidated Balance SheetAt 31 December 2009

2009 2008

NOTE RM RM

ASSETS

Non-current assets

Property, plant and equipment 3 170,631,411 184,888,907

Investment properties 4 125,000 125,000

Prepaid land lease payments 5 9,707,299 9,966,725

Intangible assets 7 5,186,163 5,186,163

185,649,873 200,166,795

Current assets

Inventories 8 60,969,759 61,796,519

Trade receivables 9 24,145,981 37,095,543

Other receivables, deposits and prepayments 10 10,847,671 3,535,846

Tax recoverable 224,559 213,641

Fixed deposit with a licensed bank 12 65,000 65,000

Cash and bank balances 1,599,653 2,145,737

97,852,623 104,852,286

Non-current assets held for sale 13 6,769,907 -

104,622,530 104,852,286

TOTAL ASSETS 290,272,403 305,019,081

EQUITY AND LIABILITIES

Equity attributable to equity holders of the Company

Share capital 14 60,911,250 60,911,250

Treasury shares 15 (805,815) (805,815)

Share premium 918,539 918,539

Capital reserve 16 27,221,030 27,646,974

Retained profits 39,462,855 38,925,621

127,707,859 127,596,569

Minority interests 1,490,364 1,514,639

Total equity 129,198,223 129,111,208

Non-current liabilities

Borrowings 17 6,190,738 9,078,989

Deferred tax liabilities 18 14,470,932 15,995,554

20,661,670 25,074,543

Current liabilities

Trade payables 19 29,012,658 35,600,811

Other payables and accruals 20 6,783,945 16,583,224

Borrowings 17 103,475,231 98,040,080

Provision for taxation 1,140,676 609,215

140,412,510 150,833,330

Total liabilities 161,074,180 175,907,873

TOTAL EQUITY AND LIABILITIES 290,272,403 305,019,081

The notes set out on pages 32 to 67 form an integral part of these financial statements.


Consolidated Income StatementFor The Year Ended 31 December 2009


(Restated)

2009 2008

NOTE RM RM

Revenue 21 272,490,369 344,427,978

Cost of sales (250,083,510) (316,273,424)

Gross profit 22,406,859 28,154,554

Other income 22 3,208,990 1,705,618

Administrative expenses (17,567,875) (18,584,766)

Selling and distribution expenses (2,203,245) (3,335,508)

Profit from operations 5,844,729 7,939,898

Finance costs 23 (5,159,144) (6,564,935)

Profit after finance costs 685,585 1,374,963

Negative goodwill on consolidation written off - 570,651

Profit before taxation 24 685,585 1,945,614

Taxation 25 (598,570) (955,022)

Profit for the year 87,015 990,592

Attributable to :

Equity holders of the Company 111,290 1,018,091

Minority interests (24,275) (27,499)

87,015 990,592

Earnings per share attributable to

equity holders of the Company

- Basic (sen) 26 0.19 1.70


Consolidated Statement Of Changes In Equity For The Year Ended 31 December 2009

Minority Total

------------ Attributable to Equity Holders of the Company ------------- Interests Equity

------------Non-distributable------------ Distributable

Share Treasury Share Capital Retained

Capital Shares Premium Reserve Profits Total

NOTE RM RM RM RM RM RM RM RM

2009

Balance at beginning 60,911,250 (805,815) 918,539 27,646,974 38,925,621 127,596,569 1,514,639 129,111,208

Profit for the year - - - - 111,290 111,290 (24,275) 87,015

Realisation of revaluation surplus upon disposal of properties - - - (425,944) 425,944 - - -

Balance at end 60,911,250 (805,815) 918,539 27,221,030 39,462,855 127,707,859 1,490,364 129,198,223

2008

Balance at beginning 60,911,250 (805,815) 918,539 27,748,714 40,794,677 129,567,365 8,687,857 138,255,222

Profit for the year - - - - 1,018,091 1,018,091 (27,499) 990,592

Dividends 27 - - - - (2,988,887) (2,988,887) - (2,988,887)

Realisation of revaluation surplus upon disposal of properties - - - (101,740) 101,740 - - -

Acquisition of additional equity interests of existing subsidiaries from minority interests - - - - - - (7,145,719) (7,145,719)

Balance at end 60,911,250 (805,815) 918,539 27,646,974 38,925,621 127,596,569 1,514,639 129,111,208



Consolidated Cash Flow StatementFor The Year Ended 31 December 2009

2009 2008

RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 685,585 1,945,614

Adjustments for :

Allowance for doubtful debts 2,964,464 1,503,236

Amortisation of prepaid land lease payments 297,214 277,079

Bad debts written off 49,990 -

Depreciation 14,565,333 13,644,822

Gain on disposal of investment properties - (246,860)

Interest expense 5,159,144 6,564,935

Interest income (423,596) (363,175)

Gain on disposal of long leasehold land (839,322) -

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

equipment (1,276,205) 223,138

Negative goodwill on consolidation

written off - (570,651)

Property, plant and equipment written off 96,892 101,981

Unrealised gain on foreign exchange - (8,731)

Operating profit before working capital changes 21,279,499 23,071,388

* Decrease/(Increase) in inventories 1,434,688 (8,895,867)

(Increase)/Decrease in receivables (1,482,180) 2,212,039

(Decrease)/Increase in payables (16,387,432) 12,643,228

Cash generated from operations 4,844,575 29,030,788

Income tax paid (1,603,250) (2,993,703)

Income tax refund 601 272,327

Interest paid (5,159,144) (6,564,935)

Interest received 310,286 359,049

Net cash (used in)/from operating activities/

carried forward (1,606,932) 20,103,526



Consolidated Cash Flow StatementFor The Year Ended 31 December 2009 (Cont’d)

2009 2008

RM RM

Net cash (used in)/from operating activities/

brought forward (1,606,932) 20,103,526

CASH FLOWS FROM INVESTING ACTIVITIES

** Acquisition of property, plant and equipment (2,722,692) (15,018,760)

*** Acquisition of additional equity interests of

existing subsidiaries - (6,591,110)

Acquisition of long leasehold land (1,526,042) -

Interest received 113,310 4,126

Placement of deposit for land purchase - (292,564)

Proceeds from disposal of long leasehold land 2,302,142 -

Proceeds from disposal of investment properties - 1,100,000

Proceeds from disposal of property, plant

and equipment 4,285,486 416,019

Net cash from/(used in) investing activities 2,452,204 (20,382,289)

CASH FLOWS FROM FINANCING ACTIVITIES

Drawdown/(Repayment) of bankers acceptance 9,315,000 (171,015)

Dividends paid - (2,988,887)

Payment of hire purchase payables (4,383,223) (4,934,639)

Drawdown of promissory note 12,211,000 2,533,000

Repayment of term loans (3,066,095) (863,330)

(Repayment)/Drawdown of trust receipts (16,692,459) 9,153,615

Withdrawal of fixed deposits - 43,731

Net cash (used in)/from financing activities (2,615,777) 2,772,475

NET (DECREASE)/INCREASE IN CASH AND

CASH EQUIVALENTS (1,770,505) 2,493,712

CASH AND CASH EQUIVALENTS

AT BEGINNING (18,874,547) (21,368,259)

CASH AND CASH EQUIVALENTS AT END (20,645,052) (18,874,547)

Represented by :

Cash and bank balances 1,599,653 2,145,737

Bank overdrafts (22,244,705) (21,020,284)

(20,645,052) (18,874,547)



Consolidated Cash Flow StatementFor The Year Ended 31 December 2009 (Cont’d)

2009 2008

RM RM

* Inventories

Cash flow from inventories 826,760 (9,591,780)

Adjustment for amortisation of prepaid land

lease payments 25,434 45,720

Adjustment for depreciation 582,494 650,193

1,434,688 (8,895,867)

** Acquisition of property, plant and equipment

Total cost 9,766,411 19,822,364

Acquired under hire purchase loans (3,938,256) (4,803,604)

Acquired in exchange for settlement of debt by a

receivable (3,105,463) -

Total cash consideration 2,722,692 15,018,760

*** Cash flow on acquisition of additional equity

interests of existing subsidiaries

Property, plant and equipment - 32,621,823

Prepaid land lease payments - 717,401

Inventories - 6,168,379

Receivables - 13,948,009

Tax recoverable - 35,197

Cash and bank balances - 268,059

Payables - (20,969,786)

Borrowings - (11,526,053)

Deferred tax liabilities - (2,854,995)

Provision for taxation - (30,347)

Share of assets and liabilities based on existing

equity interests - (11,231,968)

Share of net assets acquired from minority interests - 7,145,719

Negative goodwill recognised - (570,651)

Goodwill on consolidation - 16,042

Total cash consideration paid - 6,591,110



Balance SheetAt 31 December 2009

2009 2008

NOTE RM RM

ASSETS

Non-current assets

Investment in subsidiaries 6 39,188,963 39,188,963

Current assets

Amount due from subsidiaries 11 22,272,177 22,268,049

Cash and bank balances 29,470 16,761

22,301,647 22,284,810

TOTAL ASSETS 61,490,610 61,473,773

EQUITY AND LIABILITIES

Share capital 14 60,911,250 60,911,250

Treasury shares 15 (805,815) (805,815)

Share premium 918,539 918,539

(Accumulated loss)/Retained profits (8,705) 3,440

Total equity 61,015,269 61,027,414

Current liabilities

Other payables and accruals 20 458,541 446,359

Provision for taxation 16,800 -

475,341 446,359

TOTAL EQUITY AND LIABILITIES 61,490,610 61,473,773



Income StatementFor The Year Ended 31 December 2009

2009 2008

NOTE RM RM

Revenue 21 348,000 228,000

Administrative expenses (343,345) (351,010)

Profit/(Loss) before taxation 24 4,655 (123,010)

Taxation 25 (16,800) -

Loss for the year (12,145) (123,010)



Statement Of Changes In EquityFor The Year Ended 31 December 2009

--- Non-distributable ---

(Accumulated/

loss)

Share Treasury Share Retained Total

Capital Shares Premium Profits Equity

NOTE RM RM RM RM RM

2009

Balance at beginning 60,911,250 (805,815) 918,539 3,440 61,027,414

Loss for the year - - - (12,145) (12,145)

Balance at end 60,911,250 (805,815) 918,539 (8,705) 61,015,269

2008

Balance at beginning 60,911,250 (805,815) 918,539 3,115,337 64,139,311

Loss for the year - - - (123,010) (123,010)

Dividends 27 - - - (2,988,887) (2,988,887)

Balance at end 60,911,250 (805,815) 918,539 3,440 61,027,414



Cash Flow StatementFor The Year Ended 31 December 2009

2009 2008

RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Profit/(Loss) before taxation 4,655 (123,010)

Working capital changes :

Increase in payables 12,182 220,897

Net cash from operating activities 16,837 97,887

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid - (2,988,887)

Net change in subsidiaries balances (4,128) 2,887,559

Net cash used in financing activities (4,128) (101,328)

NET INCREASE/(DECREASE) IN CASH 12,709 (3,441)

CASH AT BEGINNING 16,761 20,202

CASH AT END 29,470 16,761



Notes To The Financial Statements31 December 2009

1. CORPORATE INFORMATION

General

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

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 26 April 2010.

Principal activities

The principal activities of the Company consist of investment holding and the provision of management services.

The principal activities of the subsidiaries are disclosed in Note 6.

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

2. SIGNIFICANT ACCOUNTING POLICIES

The following accounting policies adopted by the Group and by the Company are consistent with those adopted in the previous financial years unless otherwise indicated below.

2.1 Basis of Preparation

The financial statements of the Group and of the Company are prepared under the historical cost convention unless otherwise indicated in the accounting policies below and comply with Financial Reporting Standards and the Companies Act, 1965 in Malaysia.

2.2 Significant Accounting Estimates and Judgements

The preparation of financial statements requires management to make judgements, estimates and 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 underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the financial statements other than those disclosed as follows :

(i) Depreciation of property, plant and equipment

The depreciable costs of property, plant and equipment are allocated on the straight line basis over their estimated useful lives. Management estimates the useful lives of these assets to be within 5 to 50 years. Changes in the expected level of usage and technological developments could impact the economic useful lives and residual value of these assets.

(ii) Net realisable values of inventories The management reviews for slow-moving and obsolete inventories. These reviews require judgement and

estimates. Possible changes in these estimates could result in a revision to the valuation of inventories.


Notes To The Financial Statements31 December 2009 (Cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

2.2 Significant Accounting Estimates and Judgements (Cont'd)

(iii) Recoverability of receivables

The management reviews for bad and doubtful debts based on an assessment of the recoverability of receivables. Bad debts are written off and allowance for doubtful debts are made to receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable. Where the expectation is different from the original estimate, such difference will impact the carrying value of receivables. The total allowance for doubtful debts made by the Group is disclosed in Note 9.

2.3 Subsidiaries and Basis of Consolidation

Subsidiaries Subsidiaries are those companies in which the Group has a long term equity interest and where it has power to exercise

control over the financial and operating activities so as to obtain benefits therefrom. Investment in subsidiaries which is eliminated on consolidation is stated at cost less accumulated impairment losses in

the Company’s separate financial statements.

Upon the disposal of investment in subsidiaries, the difference between net disposal proceeds and their carrying amount is charged or credited to the income statement.

Basis of Consolidation

The financial statements of the Group include the audited financial statements of the Company and all its subsidiaries made up to the end of the financial year. The Group adopts both the merger and acquisition method of consolidation.

The acquisitions of the subsidiaries prior to 31 October 2001 are accounted for using merger accounting principles in compliance with Malaysian Accounting Standard No. 2 “Accounting for Acquisitions and Mergers” the generally accepted accounting principles prevailing at that time. The results of the companies being merged are included for the full financial year and the consolidated financial statements are presented as if the companies had been combined throughout the previous financial years. Merger debit arising on consolidation which represents the excess of the nominal value of shares in subsidiaries acquired and the nominal value of shares issued for the acquisition is set off against Group reserves.

Under the acquisition method of accounting, the results of the subsidiaries acquired or disposed of are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries’ net assets are determined and these values are reflected in the consolidated financial statements

Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill and is retained in the balance sheet.

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

Inter-company balances and transactions are eliminated on consolidation and the consolidated financial statements reflect external transactions only. Where necessary, adjustments are made to the financial statements of the subsidiaries to ensure consistency of accounting policies with those of the Group.

Minority interest is measured at the minorities’ share of the acquisition fair values of the identifiable assets and liabilities of the acquiree company. Separate disclosure is made of minority interest.




2.4 Property, Plant and Equipment

Property, plant and equipment are initially stated at cost. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Subsequent to recognition, property, plant and equipment except for freehold land, buildings and farm development are stated at cost less accumulated depreciation and accumulated impairment losses.

Freehold land, buildings and farm development are stated at revalued amount, which is the fair value at the date of revaluation less accumulated impairment losses. Subsequent additions are shown at cost while disposals are at valuation or cost as appropriate. Fair value is determined by market-based evidence appraisal that is undertaken by external independent professionally qualified valuers. Revaluations are performed with sufficient regularity to ensure that the fair value of a revalued asset does not differ materially from that which would be determined using fair values at the balance sheet date. Surplus arising on revaluation are credited to asset revaluation reserve. Any deficit arising from revaluation is charged against the revaluation reserve to the extent of a previous surplus held in the asset revaluation reserve for the same asset. In all other cases, a decrease in carrying amount is charged to the income statement.

Property, plant and equipment are depreciated on the straight line method to write off the cost of each asset to its

residual value over its estimated useful life, at the following annual rates : Buildings 2% Farm development 10% Plant and machinery 7% - 10% Equipment, furniture and fittings 8% - 20% Motor vehicles 20% Freehold land is not depreciated as it has an infinite life.

Depreciation on capital expenditure in progress commences when the assets are ready for their intended use.

The residual value, useful life and depreciation method are reviewed at each balance sheet date to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

Upon the disposal and retirement of an item of property, plant and equipment, the difference between the net disposal

proceeds and its carrying amount is charged or credited to the income statement and the attributable portion of the revaluation surplus is taken directly to retained profits.

2.5 Hire Purchase

Property, plant and equipment financed under hire purchase are capitalised in the financial statements and are depreciated in accordance with the accounting policy as set out in Note 2.4. Outstanding obligations due under hire purchase after deducting finance costs are included as liabilities in the financial statements. The finance costs are charged to the income statement over the period of the respective agreements using the sum-of-digits method.

2.6 Investment Properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value. Fair value is arrived at by reference to market evidence of transaction prices for similar properties.




2.6 Investment Properties

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

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

2.7 Leases

Leases that the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership to the Group.

(i) Operating Leases – as Lessor Asset leased out under operating leases are presented on the balance sheet according to the nature of the assets.

Rental income from operating leases is recognised on a straight-line basis over the term of lease. Initial direct costs incurred in negotiating and arranging operating leases are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

(ii) Operating Leases – as Lessee Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease.

The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expenses over the lease term on a straight-line basis.

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

Prepaid land lease payments on leasehold land are amortised on a straight line basis over the remaining lease term of the land.

2.8 Intangible Assets

Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.

Goodwill is stated at cost less accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.



2. SIGNIFICANT ACCOUNTING POLICIES (Cont'd) 2.9 Inventories

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

Cost of finished goods includes materials, direct labour and attributable production overheads.

Cost of livestock consists of purchase price of livestock plus growing costs which include feeds and vaccines, direct labour, subcontract wages and attributable farming overheads.

Cost of parent stock consists of purchase price of parent stock and attributable costs including relevant overheads in rearing the parent stock and is amortised over its estimated economic egg-laying life of ten to twelve months.

All inventories costs are determined on the first-in, first-out basis.

Net realisable value is the estimated selling price less the estimated cost necessary to make the sale.

2.10 Receivables

Receivables are stated at their anticipated realisable values.

Known bad debts are written off and specific allowance is made for any debts considered to be doubtful of collection.

2.11 Non-current Assets Held for Sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition subject only to terms that are usual and customary.

Immediately before classification as held for sale, the measurement of the non-current assets is brought up-to-date in accordance with applicable FRSs. Then, on initial classification as held for sale, non-current assets are measured at the lower of carrying amount and fair value less costs to sell.

2.12 Payables

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.

2.13 Provisions

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




2.14 Impairment of Assets Goodwill

Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units (CGUs), or groups of CGUs, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or group of units.

The Group reviews the carrying amount of its CGU at each balance sheet date to determine whether there is any indication of impairment or more frequently when indicators of impairment are identified. If any such indication exists, impairment is measured by comparing the carrying amount of the CGU with its recoverable amount.

CGU’s recoverable amount is the higher of CGU’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU. Where the carrying amount of CGU exceeds its recoverable amount, the CGU is considered impaired and is written down to its recoverable amount. Impairment loss recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

An impairment loss is recognised in the income statement in the period in which it arises. Impairment loss on goodwill is not reversed in a subsequent period.

Other assets

At each balance sheet date, the Group reviews the carrying amounts of its assets other than prepaid land lease payments, inventories and financial assets to determine whether there is any indication of impairment. If any such indication exists, impairment is measured by comparing the carrying values of the assets with their recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is measured by reference to discounted future cash flows.

An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset. Reversal of impairment losses recognised in prior years is recorded when the impairment losses recognised for the asset no longer exist or have decreased.

2.15 Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction, production or preparation of assets until they are ready for their intended use or sale are capitalised as part of the cost of those assets.

Other borrowing costs are recognised as expenses in the period in which they are incurred.




2.16 Income Recognition

Sales of goods

Revenue from sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer.

Management fees

Management fees are recognised on the accrual basis.

2.17 Employee Benefits

Short term benefits

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

Defined contribution plans

As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund. Such contributions are recognised as an expense in the income statement as incurred.

Share-based compensation The Company’s Employee Share Option Scheme (“ESOS”), an equity-settled, share-based compensation plan, allows

the Group’s employees to acquire ordinary shares of the Company. The total fair value of share options granted to employees is recognised as an employee cost with a corresponding increase in the share option reserve within equity over the vesting period and taking into account the probability that the options will vest. The fair value of share options is measured at grant date, taking into account, if any, the market vesting conditions upon which the options were granted but excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable on vesting date.

At each balance sheet date, the Group revises its estimates of the number of options that are expected to become exercisable on vesting date. It recognises the impact of the revision of original estimates in the profit or loss, and a corresponding adjustment to equity over the remaining vesting period. The equity amount is recognised in the share option reserve until the option is exercised, upon which it will be transferred to share premium, or until the option expires, upon which it will be transferred directly to retained profits.

The proceeds received net of any directly attributable transaction costs are credited to equity when the options are exercised.




2.18 Foreign Currency Translations

Transactions in foreign currencies are initially recorded in Ringgit Malaysia at rates of exchange ruling at the date of the transaction. At each balance sheet date, foreign currency monetary items are translated into Ringgit Malaysia at exchange rates ruling at that date, unless hedged by forward foreign exchange contracts, in which case the rates specified in such forward contract are used. Non-monetary items initially denominated in foreign currencies, which are carried at historical cost are translated using the historical rate as of the date of acquisition and non-monetary items which are carried at fair value are translated using the exchange rate that existed when the values were determined. All exchange gains or losses are included in the income statement.

2.19 Income Tax

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of income tax payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted by the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled based on the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

2.20 Cash and Cash Equivalents

Cash comprises cash in hand, cash at bank and demand deposits. Cash equivalents are short term and highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value against which bank overdraft balances, if any, are deducted.

2.21 Equity Instruments

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

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

When issued shares of the Company are repurchased, the consideration paid, including directly attributable costs is

presented as a change in equity. Repurchased shares that have not been cancelled are classified as treasury shares and presented as a deduction from equity. No gain or loss is recognised in the income statement on the sale, reissuance or cancellation of treasury shares.

When treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the reduction of the share premium account or distributable reserves, or both.

When treasury shares are reissued by resale, the difference between the sale consideration net of directly attributable costs and the carrying amount of the treasury shares is shown as a movement in equity.




2.22 Financial Instruments

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

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

The particular recognition methods adopted are disclosed in the individual accounting policy associated with each item.

2.23 Standards and Interpretations Issued but Not Yet Effective

At the date of authorisation of these financial statements, the following new and revised Financial Reporting Standards (“FRSs”) and Interpretations were issued but not yet effective and have not been early adopted by the Group and the Company :

(a) Effective for financial periods beginning on or after 1 July 2009 FRS 8 Operating Segments

(b) Effective for financial periods beginning on or after 1 January 2010 Amendment to FRS 1 First-time Adoption of Financial Reporting Standards and FRS 127 Consolidated and Separate Financial Statements : Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate Amendment to FRS 2 Share-based Payment. Amendments relating to vesting conditions and cancellations

* FRS 4 Insurance Contracts* Amendment to FRS 5 Non-current Assets Held for Sale and Discontinued Operations. Amendment relating to disclosures of non-current assets (or disposal groups) classified as held for sale or discontinued operations

FRS 7 Financial Instruments : Disclosures Amendment to FRS 7 Financial Instruments : Disclosures. Amendments relating to financial assets Amendment to FRS 8 Operating Segments. Amendment relating to disclosure information about segment assets FRS 101 (Revised 2010) Presentation of Financial Statements Amendment to FRS 107 Statement of Cash Flows. Amendment relating to classification of expenditures on unrecognised assets Amendment to FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors. Amendment relating to selection and application of accounting policies Amendment to FRS 110 Events After the Reporting Period. Amendment relating to reason for dividend not recognised as a liability at the end of the reporting period Amendment to FRS 116 Property, Plant and Equipment. Amendment relating to derecognition of asset Amendment to FRS 117 Leases. Amendment relating to classification of leases Amendment to FRS 118 Revenue. Amendment relating to Appendix of this standard and recognition and measurement Amendment to FRS 119 Employee Benefits. Amendment relating to definition, curtailment and settlements




2.23 Standards and Interpretations Issued but Not Yet Effective (Cont'd)

* Amendment to FRS 120 Accounting for Government Grants and Disclosure of Government Assistance. Amendment relating to definition and government loan with a below market rate of interest

FRS 123 (Revised 2010) Borrowing Costs Amendment to FRS 123 Borrowing Costs. Amendment relating to components of borrowing costs Amendment to FRS 127 Consolidated and Separate Financial Statements. Amendment relating to cost of an investment in a subsidiary, jointly controlled entity or associate Amendment to FRS 128 Investment in Associates. Amendment relating to impairment losses in application of the equity method and the scope of this standard

* Amendment to FRS 129 Financial Reporting in Hyperinflationary Economies. Amendment relating to changing of terms used* Amendment to FRS 131 Interests in Joint Ventures. Amendment relating to additional disclosure required for joint venture that does not apply FRS 131

Amendment to FRS 132 Financial Instruments : Presentation. Amendment relating to puttable financial instruments Amendment to FRS 134 Interim Financial Reporting. Amendment relating to disclosure of earnings per share Amendment to FRS 136 Impairment of Assets. Amendment relating to the disclosure of recoverable amount Amendment to FRS 138 Intangible Assets. Amendment relating to recognition of an expense FRS 139 Financial Instruments : Recognition and Measurement Amendments to FRS 139 Financial Instruments : Recognition and Measurements. Amendments relating to eligible hedged items, reclassification of financial assets and embedded derivatives Amendment to FRS 140 Investment Property. Amendment relating to inability to determine fair value reliably

* IC Interpretation 9 Reassessment of Embedded Derivatives IC Interpretation 10 Interim Financial Reporting and Impairment IC Interpretation 11 FRS 2 - Group and Treasury Share Transactions

* IC Interpretation 13 Customer Loyalty Programmes* IC Interpretation 14 FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction

(c) Effective for financial periods beginning on or after 1 July 2010

FRS 1 (Revised 2010) First-time Adoption of Financial Reporting Standards Amendments to FRS 2 Share-based Payment. Amendments relating to the scope of the Standard FRS 3 Business Combinations

* Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations. Amendment relating to the inclusion of non-current assets as held for distribution to owners in the standards

FRS127 Consolidated and Separate Financial Statements Amendments to FRS 138 Intangible Assets. Amendments relating to the revision to FRS 3

* Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives. Amendments relating to the scope of the IC and revision to FRS 3* IC Interpretation 12 Service Concession Arrangements* IC Interpretation 15 Agreements for the Construction of Real Estate* IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation* IC Interpretation 17 Distributions of Non-cash Assets to Owners * Not relevant to the Group and to the Company as at the reporting date.




2.23 Standards and Interpretations Issued but Not Yet Effective (Cont'd)

The existing FRS 1, FRS 3 and FRS 127 will be withdrawn upon the adoption of the revised Standards which will take effect on or after 1 July 2010. FRS 2012004 Property Development Activities shall be withdrawn on application of IC Interpretation 15. The effects of FRS 7 and FRS 139, if any, upon their initial recognition are exempted from disclosure.

The directors anticipate that the other FRS, amendments to FRS and IC Interpretations will be adopted in the annual financial statements of the Group and of the Company for the financial year commencing 1 January 2010 and that the adoption of these new/revised FRS, amendments to FRS and IC Interpretations will have no material impact on the financial statements of the Group and of the Company in the period for initial application except for the following :

FRS 3 Business Combination The revised standard continues to apply the acquisition method to business combinations, with some significant

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

FRS 7 Financial Instruments : Disclosures FRS 7 and the consequential amendment to FRS 101 Presentation of Financial Statements require disclosure of

information about the significance of financial instruments for the Group’s and the Company’s financial position and performance, the nature and extent of risks arising from financial instruments and the objectives, policies and processes for managing capital.

FRS 8 Operating Segments FRS 8, which replaces FRS 1142004 Segment Reporting, requires the identification of operating segments based

on internal reports that are regularly reviewed by the Group’s chief operating decision maker in order to allocate resources to the segments and to assess their performance. Currently, the Group presents segment information in respect of its business segments. As a result, the identification of the Group’s reportable segments may change upon the adoption of FRS 8.

FRS 117 Leases The amendments clarify the classification of lease of land and require entities with existing leases of land and

buildings to reassess the classification of land as finance or operating lease. Leasehold land which in substance is a finance lease will be reclassified to property, plant and equipment. The adoption of these amendments will result in a change in accounting policy which will be applied retrospectively in accordance with the transitional provisions.

FRS 123 Borrowing Costs (Revised) FRS 123 (Revised) eliminates the option available under the previous version of FRS 123 to recognise all borrowing

costs immediately as an expense. The Group and the Company shall capitalise borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.

FRS 127 Consolidated and Separate Financial Statements The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity

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

FRS 139 Financial Instruments: Recognition and Measurement FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some contracts

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



3. PROPERTY, PLANT AND EQUIPMENT GROUP

2009

------------------------------------------------------------ At Valuation/Cost ----------------------------------------------------------------

Balanceat

beginningRM

AdditionsRM

DisposalsRM

Written offRM

Reclassified tonon-current assets

held for saleRM

ReclassificationRM

Balanceat

endRM

At valuation :

Freehold land 53,723,673 1,309,463 * (2,690,000) - (5,441,863) - 46,901,273

Buildings 18,404,424 - - (108,084) - - 18,296,340

Farm development 69,554,135 1,796,000 * - - (503,096) - 70,847,039

At cost :

Buildings 1,827,586 215,700 - - - - 2,043,286

Farm development 20,402,252 738,739 - - - 12,763 21,153,754

Plant and machinery 28,945,312 2,694,657 (17,295) - - 458,070 32,080,744

Equipment, furniture and fittings 27,209,944 2,120,231 (55,639) (6,560) - 686,395 29,954,371

Motor vehicles 14,384,204 279,323 (621,765) - - 363,000 14,404,762

Capital expenditure in progress 2,978,699 612,298 - - - (1,520,228) 2,070,769

237,430,229 9,766,411 (3,384,699) (114,644) (5,944,959) - 237,752,338

------------------------------------------------------- Accumulated depreciation ----------------------------------------------------------

Balanceat

beginningRM

Currentcharge

RMDisposals

RMWritten off

RM

Reclassified tonon-current assets

held for saleRM

ReclassificationRM

Balanceat

endRM

At valuation :

Freehold land - - - - - - -

Buildings 395,737 358,260 - (16,163) - - 737,834

Farm development 6,916,488 6,985,196 - - (175,052) - 13,726,632

At cost :

Buildings 9,172 37,231 - - - - 46,403

Farm development 5,865,107 1,718,885 - - - - 7,583,992

Plant and machinery 15,367,613 1,986,138 (2,643) - - - 17,351,108

Equipment, furniture and fittings 13,235,010 2,589,183 (15,531) (1,589) - - 15,807,073

Motor vehicles 10,752,195 1,472,934 (357,244) - - - 11,867,885

Capital expenditure in progress - - - - - - -

52,541,322 15,147,827 (375,418) (17,752) (175,052) - 67,120,927

Net carryingamount at

endRM

At valuation :

Freehold land 46,901,273

Buildings 17,558,506

Farm development 57,120,407

At cost :

Buildings 1,996,883

Farm development 13,569,762

Plant and machinery 14,729,636

Equipment, furniture and fittings 14,147,298

Motor vehicles 2,536,877

Capital expenditure in progress 2,070,769

170,631,411

* This is in respect of acquisition in exchange for settlement of debt by a receivable.



3. PROPERTY, PLANT AND EQUIPMENT (Cont'd) GROUP

2008

------------------------------------------------- At Valuation/Cost ---------------------------------------------------Balance Balance

at atbaginning Additions Disposals Written off Reclassification end

RM RM RM RM RM RMAt valuation :Freehold land 53,848,673 - (125,000) - - 53,723,673 Buildings 18,407,000 212,424 (215,000) - - 18,404,424 Farm development 69,554,135 - - - - 69,554,135

At cost :Buildings - 181,742 - - 1,645,844 1,827,586 Farm development 11,134,801 6,984,037 (75,694) - 2,359,108 20,402,252 Plant and machinery 24,154,470 2,032,850 (163,134) (38,070) 2,959,196 28,945,312 Equipment, furniture and fittings 26,246,873 798,714 (81,531) (285,773) 531,661 27,209,944 Motor vehicles 13,519,907 1,157,296 (350,694) - 57,695 14,384,204 Capital expenditure in progress 2,076,902 8,455,301 - - (7,553,504) 2,978,699

218,942,761 19,822,364 (1,011,053) (323,843) - 237,430,229

------------------------------------------- Accumulated depreciation ----------------------------------------------Balance Balance

at Current atbaginning charge Disposals Written off Reclassification end

RM RM RM RM RM RMAt valuation :Freehold land - - - - - -Buildings - 399,320 (3,583) - - 395,737 Farm development - 6,916,488 - - - 6,916,488

At cost :Buildings - 9,172 - - - 9,172 Farm development 4,707,074 1,190,629 (32,596) - - 5,865,107 Plant and machinery 13,598,616 1,799,933 (19,558) (11,378) - 15,367,613 Equipment, furniture and fittings 11,196,154 2,285,512 (36,172) (210,484) - 13,235,010 Motor vehicles 9,338,221 1,693,961 (279,987) - - 10,752,195

38,840,065 14,295,015 (371,896) (221,862) - 52,541,322

Net carryingamount at

endRM

At valuation :Freehold land 53,723,673 Buildings 18,008,687 Farm development 62,637,647

At cost :Buildings 1,818,414 Farm development 14,537,145 Plant and machinery 13,577,699 Equipment, furniture and fittings 13,974,934 Motor vehicles 3,632,009 Capital expenditure in progress 2,978,699

184,888,907



3. PROPERTY, PLANT AND EQUIPMENT (Cont'd) GROUP

(i) The valuation of the freehold land, buildings and farm development was updated on 1 September 2007 by CH Williams Talhar & Wong Sdn. Bhd., an independent professional valuer, based on the open market value basis. The updated valuation figures were approved by the directors on 31 December 2007 and incorporated into the books.

The historical cost and net carrying amount of properties stated at valuation are as follows :

Freehold Farm Land Buildings Development Total RM RM RM RM GROUP 2009 Cost 39,367,104 17,073,806 59,528,147 115,969,057 Accumulated depreciation - (2,599,276) (36,020,148) (38,619,424)

Net carrying amount 39,367,104 14,474,530 23,507,999 77,349,633

2008 Cost 45,345,786 17,181,891 59,826,654 122,354,331 Accumulated depreciation - (2,354,248) (32,361,708) (34,715,956) Net carrying amount 45,345,786 14,827,643 27,464,946 87,638,375 (ii) The carrying amount of properties charged to licensed banks as securities for banking facilities granted to certain

subsidiaries are as follows : GROUP 2009 2008 RM RM At valuation : Freehold land 25,911,204 28,437,019 (iii) Included in the net carrying amount are the following property, plant and equipment being acquired under hire purchase

loans : GROUP 2009 2008 RM RM

Plant and machinery 1,148,368 1,615,867 Motor vehicles 485,338 912,762 Equipment, furniture and fittings 9,291,829 9,187,387 10,925,535 11,716,016



4. INVESTMENT PROPERTIES

Group

2009 2008

RM RM

At fair value :

Balance at beginning 125,000 978,140

Less : Disposal - (853,140)

Balance at end 125,000 125,000

Analysed as :

Residential apartment 125,000 125,000

The above investment properties are held to earn rental income and for capital appreciation.

The amount recognised in the income statement are as follows :

Group

2009 2008

RM RM

Rental income from investment properties 2,500 -

Direct operating expenses arising from

investment properties that generated

rental income during the year 2,096 998

The fair value of investment properties as at 31 December 2009 is derived based on directors’ valuation by reference to market evidence of transaction prices for similar properties.



5. PREPAID LAND LEASE PAYMENTS

Group

2009 2008

RM RM

At cost

Balance at beginning 11,253,406 11,253,406

Additions 1,526,042 -

Disposal (1,462,820) -

Balance at end 11,316,628 11,253,406

Accumulated amortisation

Balance at beginning 1,286,681 963,882

Current charge 322,648 322,799

Balance at end (1,609,329) (1,286,681)

9,707,299 9,966,725

Analysed as :

Short leasehold land 3,440,461 3,634,007

Long leasehold land 6,266,838 6,332,718

9,707,299 9,966,725

(i) The net carrying amount of leasehold land charged to financial institutions as securities for banking facilities granted to a subsidiary is as follows :

Group

2009 2008

RM RM

Short leasehold land 1,966,289 2,098,107

Long leasehold land is in respect of land with remaining lease period in excess of 50 years whilst short leasehold land refers to land with remaining lease period of less than 50 years, both determined as at balance sheet date.



6. INVESTMENT IN SUBSIDIARIES

Company

2009 2008

RM RM

Unquoted shares, at cost 39,188,963 39,188,963

Details of the subsidiaries which are all incorporated in Malaysia are as follows :

Name of Company Effective Equity Interest Principal Activities 2009 2008 Direct PW Nutrifarm Corporation Sdn. Bhd. 100% 100% Broiler farming and investment holding. PW Nutrifeed Sdn. Bhd. 100% 100% Manufacturing and selling of broiler feeds. Everay Agritech Sdn. Bhd. 100% 100% Trading of agriculture products.

Indirect - held through PW Nutrifarm Corporation Sdn. Bhd.

PinWee Breeder Farm (Malacca) Sdn. Bhd. 75% 75% Farming of day-old chicks.

PinWee Food Processing Sdn. Bhd. 100% 100% Slaughtering and processing of chicken. However, the Company has not commenced operations as at balance sheet date. PinWee Chicken Trading Sdn. Bhd. 100% 100% Trading and processing of chicken. Indirect - held through PW Nutrifarm Corporation Sdn. Bhd.

PW Nutrifarm Venture Sdn. Bhd. 100% 100% Chicken processing, broiler farming, dealing in poultry, animal feed and veterinary products. PW Breeder Farm (Taiping) Sdn. Bhd. 100% 100% Breeder of livestocks. PinWee Breeder Farms Sdn Bhd. 100% 100% Dormant.

PinWee Layer Farm Sdn. Bhd. 100% 100% Dormant.

PW Nutri Processing Sdn. Bhd. 100% 100% Trading and processing of chickens and ducks.

PW Properties Sdn. Bhd. 100% 100% Poultry farming.

PW Tyres & Auto Service Sdn. Bhd. 80% 80% Trading of tyres, all kinds of motor accessories, spare parts, servicing, maintenance and repairs for both private and commercial vehicles.

Indirect - held through PW Nutrifeed Sdn. Bhd.

PW Livestock (M) Sdn. Bhd. 100% 100% Rearing and selling of cattles.

PinWee Duck Farms Sdn. Bhd. 100% 100% Rearing of ducks.

Indirect – held through PW Properties Sdn. Bhd.

PW Tyres & Auto Service Sdn. Bhd. 20% 20% Trading of tyres, all kinds of motor accessories, spare parts, servicing, maintenance and repair for both private and commercial vehicles.



6. INVESTMENT IN SUBSIDIARIES (Cont'd)

2008

On 11 November 2008, the Company via its wholly-owned subsidiary, PW Nutrifarm Corporation Sdn. Bhd. increased its equity interest in the following subsidiaries :

(i) PW Nutrifarm Venture Sdn. Bhd. Acquisition of an additional 156,000 ordinary shares of RM1.00 each in PW Nutrifarm Venture Sdn. Bhd. for a total cash consideration of

RM4,018,733. Consequent to the acquisition, PW Nutrifarm Venture Sdn. Bhd. became a wholly-owned subsidiary of the Company.

(ii) PW Breeder Farm (Taiping) Sdn. Bhd. Acquisition of an additional 300,000 ordinary shares of RM1.00 each in PW Breeder Farm (Taiping) Sdn. Bhd. for a total cash consideration

of RM2,572,235. Consequent to the acquisition, PW Breeder Farm (Taiping) Sdn. Bhd. became a wholly-owned subsidiary of the Company.

(iii) PW Nutri Processing Sdn. Bhd. Acquisition of an additional 40,000 ordinary shares of RM1.00 each in PW Nutri Processing Sdn. Bhd. for a total cash consideration of

RM142. Consequent to the acquisition, PW Nutri Processing Sdn. Bhd. became a wholly-owned subsidiary of the Company.

There was no material effect on the Group’s financial results for the financial year ended 31 December 2008 and financial position as at that date, arising from the above acquisitions.

7. INTANGIBLE ASSETS GROUP 2009 2008 RM RM Goodwill Balance at beginning 5,186,163 5,170,121 Acquisition of additional equity interests of existing subsidiaries - 16,042

Balance at end 5,186,163 5,186,163

The goodwill on consolidation arose from the acquisition of certain subsidiaries have been allocated to its livestock farming segment as the cash-generating unit (CGU).

For annual impairment testing purposes, the recoverable amount of the CGU is determined based on its value-in-use, which applies a discounted cash flow model using cash flow projections based on financial budget and projections approved by management.

The key assumptions on which the management has based on for the computation of value-in-use are as follows :

(i) Cash flow projections and growth rate

The three-year cash flow projections are based on the most recent budget approved by the management and extrapolated using a steady growth rate for the subsequent years.

(ii) Discount rate

The discount rate of 5.55% is applied to the cash flow projections.



8. INVENTORIES GROUP 2009 2008 RM RM At cost : Consumables 705,473 786,515 Finished goods 1,991,873 1,124,799 Livestock 30,626,326 25,603,535 Parent stock 5,405,834 7,800,443 Raw materials 21,952,541 24,762,436 Trading goods 287,712 858,697 60,969,759 60,936,425 At net realisable value : Livestock - 651,982 Trading goods - 208,112 - 860,094 60,969,759 61,796,519

Included in the parent stock and livestock are the following expenses :

2009 2008 RM RM

Depreciation 582,494 650,193 Rental of land 6,674 - Amortisation of prepaid land lease payments 25,434 45,720 Staff costs 386,326 377,354

9. TRADE RECEIVABLES GROUP 2009 2008 RM RM

Trade receivables 35,156,318 45,362,904 Less : Allowance for doubtful debts Balance at beginning (8,267,361) (6,857,837) Current year (2,964,464) (1,503,236) Doubtful debts recovered 162,660 72,762 Written off 58,828 20,950 Balance at end (11,010,337) (8,267,361) 24,145,981 37,095,543 Included in trade receivables is an amount of RM3,614,433 (2008 : RM4,456,713) which is interest bearing at 7.00% to 8.50% (2008 : 8.25%)

per annum.

Trade receivables amounting to RM Nil (2008: RM4,931,684) are secured against their properties to a subsidiary. The normal credit terms granted to trade receivables range from 7 to 90 days (2008 : 7 to 90 days). Other credit terms are assessed and

approved on a case-by-case basis.



10. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

GROUP 2009 2008

RM RM Other receivables 8,767,210 387,358 Deposits 534,745 647,113 Prepayments 1,545,716 2,501,375

10,847,671 3,535,846 Analysis by currencies:

Ringgit Malaysia 7,233,353 3,535,846 US Dollar 3,614,318 -

10,847,671 3,535,846

11. AMOUNT DUE FROM SUBSIDIARIES

COMPANY The amount due from subsidiaries is non-trade related, unsecured, interest free and is repayable on demand.

12. FIXED DEPOSIT WITH A LICENSED BANK

GROUP The fixed deposit is pledged to a licensed bank for bank guarantee facilities granted to a subsidiary.

The interest rate of fixed deposit at balance sheet date is 2.50% (2008 : 3.00%) per annum. The maturity of the fixed deposit is 12 months (2008: 12 months).

13. NON-CURRENT ASSETS HELD FOR SALE

GROUP 2009 2008 RM RM Reclassified from property, plant and equipment 5,769,907 - Addition during the year *1,000,000 - Balance at end 6,769,907 -

Represented by : Freehold land 6,441,863 - Farm development 328,044 -

6,769,907 -

* This is in respect of acquisition in exchange for settlement of debt by a receivable.

Subsequent to the balance sheet date, certain subsidiaries had entered into sale and purchase agreements with third parties to dispose of certain freehold land and farm development for working capital purposes. These transactions are due to be completed in the next financial year.

The freehold land with carrying amount of RM891,861 is pledged to licensed banks for banking facilities granted to certain subsidiaries.



14. SHARE CAPITAL Number of ordinary shares of RM1 each Amount 2009 2008 2009 2008 RM RM Authorised : Balance at beginning/end 100,000,000 100,000,000 100,000,000 100,000,000 Issued and fully paid : Balance at beginning/end 60,911,250 60,911,250 60,911,250 60,911,250

EMPLOYEE SHARE OPTION SCHEME (“ESOS”)

The Company’s ESOS is governed by the by-law approved by the shareholders at an Extraordinary General Meeting held on 18 November 2003. The ESOS will be in force for a period of five years expiring on 14 January 2009. The Company has extended the existing ESOS for another 5 years until 14 January 2014.

The salient features of the ESOS are as follows :

(i) the maximum number of new shares of the Company which may be subscribed on the exercise of options granted under the ESOS shall not exceed ten per centum (10%) of the issued and paid-up share capital of the Company or such maximum percentages as allowable by any relevant authorities at any point of time during the existence of the ESOS,

(ii) any employee (including Executive Directors) shall be eligible to participate in the ESOS if, as at the date of offer, the employee is at least eighteen (18) years of age or above and who is a Malaysian citizen; is employed full time by and on the payroll of any company in the Group (provided that the subsidiaries are not dormant); and is confirmed in writing as a full time employee of any company in the Group (provided that the subsidiaries are not dormant) for at least one (1) year immediately preceding the date of offer. Eligibility, however, does not confer an eligible employee a claim or right to participate in the ESOS unless an offer has been extended to the eligible employee,

(iii) not more than fifty per centum (50%) (or such percentage as allowable by the relevant authorities) of the shares available under the ESOS should be allocated, in aggregate, to directors and senior management of the Group (provided that the subsidiaries are not dormant). In addition, not more than ten per centum (10%) (or such percentage as allowable by the relevant authorities) of the shares available under the ESOS should be allocated to any individual director or employee who, either singly or collectively through his/her associates, holds twenty per centum (20%) or more in the issued and paid-up share capital of the Company,

(iv) the ESOS shall continue to be in force for a period of five (5) years from the date of confirmation letter to the Securities Commission. However, the ESOS may, at the discretion of the Option Committee, be extended or renewed (as the case may be) provided always that the initial ESOS period stipulated above and such extension of the ESOS made pursuant to the By-Laws shall not in aggregate exceed a duration of ten (10) years. For the avoidance of doubt, no further sanction, approval or authorisation of the shareholders of the Company in a general meeting is required for any such extension or renewal (as the case may be),

(v) the price at which the grantee is entitled to subscribe for each new share shall be fixed based on the 5-day weighted average market price of the Company’s shares as quoted on Bursa Malaysia Securities Berhad, at the date of offer with a discount of not more than ten per centum (10%), if deemed appropriate, or such lower or higher limit in accordance with any prevailing guidelines issued by the Securities Commission or any other relevant authorities as amended from time to time, or at the par value of each of the share of the Company, whichever is higher,

(vi) an offer made by the Option Committee to an eligible employee shall be valid for a period of thirty (30) days from the date of offer and shall be accepted within this prescribed period by the eligible employee to whom the offer is made by a written notice to the Option Committee in such form as may be prescribed by the Option Committee of such acceptance accompanied by a payment to the Company of a non-refundable cash consideration of RM1 only for the grant of the option. The day of receipt of such written notice shall constitute the date of acceptance, and

(vii) the new shares shall, upon allotment and issue, rank pari passu in all respects with the existing issued and paid-up shares of the Company except that the new shares shall not be entitled to any dividends, rights, allotments and/or other distribution unless the shares so allotted have been credited into the relevant securities accounts maintained by the Bursa Malaysia Depository Sdn. Bhd. before the entitlement date and will be subject to all the provisions of the Articles of Association of the Company relating to the transfer, transmission or otherwise of the shares of the Company.

As at balance sheet date, no options were offered.



15. TREASURY SHARES This amount represents the acquisition cost of treasury shares.

The shareholders of the Company, by resolution passed at the Annual General Meeting held on 30 June 2009, approved the Company’s plan and mandate to authorise the Directors of the Company to buy back its own shares up to 10% of the existing total issued and paid-up share capital.

Of the total 60,911,250 issued and fully paid ordinary shares as at 31 December 2009, 1,133,500 (2008 : 1,133,500) are held as treasury shares by the Company, and accordingly the number of outstanding ordinary shares in issue and fully paid as at that date is therefore 59,777,750 ordinary shares of RM1 each.

Treasury shares have no rights to voting, dividends and participation in other distribution.

16. CAPITAL RESERVE GROUP This is in respect of revaluation surplus net of deferred tax arising from the revaluation of certain freehold land, buildings and farm

development and is non distributable.

17. BORROWINGS Non-current liabilities (secured) GROUP 2009 2008 RM RM Term loans Principal sum 5,075,463 8,141,558 Less : Repayable within next twelve months included under current liabilities (1,928,657) (1,731,063) 3,146,806 6,410,495 Hire purchase payables Total amount payable 6,751,652 7,146,101 Less : Interest in suspense (464,608) (414,090)

6,287,044 6,732,011 Less : Payable within next twelve months included under current liabilities (3,243,112) (4,063,517)

3,043,932 2,668,494 6,190,738 9,078,989 Current liabilities

Secured Bank overdrafts 6,819,527 7,713,620 Bankers acceptance 20,936,985 20,902,985 Hire purchase payables 3,243,112 4,063,517 Promissory note 14,744,000 2,533,000 Trust receipts 650,392 2,670,029 Term loans 1,928,657 1,731,063 48,322,673 39,614,214

Unsecured Bank overdrafts 15,425,178 13,306,664 Bankers acceptance 35,593,000 26,312,000 Trust receipts 4,134,380 18,807,202

55,152,558 58,425,866 103,475,231 98,040,080



17. BORROWINGS (Cont’d) The borrowings (except for hire purchase payables) of the subsidiaries are secured by way of :

(i) legal charges over certain landed properties of certain subsidiaries,(ii) legal charges over the short leasehold land of a subsidiary, (iii) negative pledge over certain assets of the subsidiaries both present and future,(iv) corporate guarantee of the Company and of a subsidiary, and(v) facility agreement of the subsidiary.

The unsecured borrowings of the Group are secured by corporate guarantee of the Company.

The repayment terms of term loans are as follows : Term loan Principal Drawndown Repayment terms RM RM I 425,000 425,000 96 monthly instalments of RM5,164 each. II 5,000,000 5,000,000 59 monthly instalments of RM83,333 each and a final instalment of

RM83,353.

III 7,200,000 3,340,000 First 12 monthly instalments of RM46,500 each, next 107 monthly instalments of RM92,804 each and a final instalment of RM92,845.

IV 3,800,000 1,010,000 First 12 monthly instalments of RM11,875 each, next 71 monthly instalments of RM59,020 each and a final instalment of RM59,007.

A summary of the effective interest rates and the maturities of the borrowings are as follows :

Average More than oneeffective year and less

interest rate Within than five More thanper annum Total one year years five years

(%) RM RM RM RM

2009

Bank overdrafts 6.30 - 7.80 22,244,705 22,244,705 - -Bankers acceptance 2.19 - 4.34 56,529,985 56,529,985 - -Hire purchase payables 2.32 - 4.55 6,287,044 3,243,112 3,043,932 -Promissory note 4.05 - 4.10 14,744,000 14,744,000 - -Term loans 3.75 - 6.55 5,075,463 1,928,657 3,146,806 -Trust receipts 6.80 - 7.75 4,784,772 4,784,772 - -

2008

Bank overdrafts 7.25 - 8.50 21,020,284 21,020,284 - -Bankers acceptance 3.45 - 4.49 47,214,985 47,214,985 - -Hire purchase payables 2.32 - 4.55 6,732,011 4,063,517 2,668,494 -Promissory note 4.23 2,533,000 2,533,000 - -Term loans 3.75 - 7.75 8,141,558 1,731,063 4,451,925 1,958,570Trust receipts 6.50 - 7.50 21,477,231 21,477,231 - -



18. DEFERRED TAX LIABILITIES

GROUP 2009 2008 RM RM Revaluation surplus Balance at beginning 10,369,213 11,789,127 Transfer to income statement (1,432,758) (1,419,914) 8,936,455 10,369,213 Excess of capital allowances over depreciation on property, plant and equipment Balance at beginning 6,060,451 5,717,164 Transfer from income statement 647,246 67

6,707,697 5,717,231 (Over)/Under provision in prior year (688,935) 343,220

Balance at end 6,018,762 6,060,451 14,955,217 16,429,664 Other temporary difference Balance at beginning (434,110) (631,269) Transfer to income statement (471,693) (421,518)

(905,803) (1,052,787) Under provision in prior year 421,518 618,677 Balance at end (484,285) (434,110) 14,470,932 15,995,554

19. TRADE PAYABLES

GROUP

2009 2008

RM RM Analysis by currencies : Ringgit Malaysia 28,331,739 33,665,324 US Dollar 680,919 1,935,487 29,012,658 35,600,811 The normal credit terms granted by trade payables range from 30 to 120 days (2008 : 30 to 120 days).



20. OTHER PAYABLES AND ACCRUALS

GROUP COMPANY 2009 2008 2009 2008 RM RM RM RM Other payables 4,481,409 13,275,892 34,941 27,759 Accruals 2,292,675 3,301,471 423,600 418,600 Deposit received 9,861 5,861 - - 6,783,945 16,583,224 458,541 446,359

Analysis by currencies :

Ringgit Malaysia 6,782,678 16,527,386 458,541 446,359 Singapore Dollar 1,267 2,534 - - US Dollar - 53,304 - - 6,783,945 16,583,224 458,541 446,359 GROUP

Included in other payables is an amount of RM1,000 (2008 : RM1,000) due to a director of the Company. It is unsecured, interest free and is repayable on demand.

21. REVENUE GROUP COMPANY 2009 2008 2009 2008 RM RM RM RM Sales of goods 272,490,369 344,427,978 - - Management fee from subsidiaries - - 348,000 228,000

272,490,369 344,427,978 348,000 228,000

22. OTHER INCOME GROUP 2009 2008 RM RM Doubtful debts recovered 162,660 72,762 Gain on disposal of investment properties - 246,860 Gain on disposal of long leasehold land 839,322 - Gain on disposal of property, plant and equipment 1,314,789 8,899 Interest income 423,596 363,175 Realised gain on foreign exchange - 153,085 Rental income 26,700 15,966 Unrealised gain on foreign exchange - 8,731 Others 441,923 836,140 3,208,990 1,705,618



23. FINANCE COSTS GROUP 2009 2008 RM RM

Bank overdrafts 1,540,985 1,735,733 Bankers acceptance 2,040,112 2,295,831 Hire purchase payables 365,508 508,360 Promissory note 481,084 - Term loans 197,563 558,580 Trust receipts 533,892 1,466,431 5,159,144 6,564,935

24. PROFIT/(LOSS) BEFORE TAXATION

This is arrived at : GROUP COMPANY 2009 2008 2009 2008 RM RM RM RM After charging : Allowance for doubtful debts 2,964,464 1,503,236 - - * Amortisation of prepaid and lease payments 342,934 #310,660 - - Audit fee - current year 112,500 95,500 15,000 10,000 - under provision in prior year 2,000 12,000 2,000 - Bad debts 49,990 - - - ** Depreciation 15,215,526 #14,048,697 - - Directors’ fee - Non-executive directors 105,000 90,000 105,000 90,000

Directors’ emoluments - Non-executive directors 21,100 21,100 21,100 21,100 Interest expense 5,159,144 6,564,935 - - Loss on disposal of property, plant and equipment 40,584 232,037 - - Property, plant and equipment written off 96,892 101,981 - - Realised loss on foreign exchange 135,695 99,989 - - Rental of farm 16,200 3,600 - - *** Rental of land and building 139,133 471,343 - - Rental of premises 29,496 100,843 - - Rental of vehicles and equipment - 420 - - **** Staff costs 13,742,374 #15,199,238 96,500 111,500

And crediting : Doubtful debts recovered 162,660 72,762 - - Gain on disposal of investment properties - 246,860 - - Gain on disposal of property, plant and equipment 1,314,789 8,899 - -



24. PROFIT/(LOSS) BEFORE TAXATION (Cont’d)

GROUP COMPANY 2009 2008 2009 2008 RM RM RM RM Gain on disposal of long leasehold land 839,322 - - - Interest income 423,596 363,175 - - Negative goodwill on consolidation written off - 570,651 - - Realised gain on foreign exchange - 153,085 - - Rental income 26,700 15,966 - - Unrealised gain on foreign exchange - 8,731 - - # These comparative figures have been represented to conform with current year’s presentation. * Amortisation of prepaid land lease payments - Current charge as per Note 5 322,648 322,799 - - - Deferred under inventories (25,434) (45,720) - - 297,214 277,079 - - - Realisation of amortisation of prepaid land lease payments previously deferred under inventories 45,720 33,581 - - 342,934 310,660 - - ** Depreciation - Current charge as per Note 3 15,147,827 14,295,015 - - - Deferred under inventories (582,494) (650,193) - - 14,565,333 13,644,822 - - - Realisation of depreciation previously deferred under inventories 650,193 403,875 - - 15,215,526 14,048,697 - - *** Rental of land and building - Current charge 145,807 471,343 - - - Deferred under inventories (6,674) - - - 139,133 471,343 - - **** Staff costs - Salaries, allowances and bonus 12,537,126 13,760,376 96,500 111,500 - EPF 1,085,148 1,300,720 - - - SOCSO 120,100 138,142 - - 13,742,374 15,199,238 96,500 111,500

- Current charge of staff costs 13,751,346 15,288,716 96,500 111,500 - Deferred under inventories (386,326) (377,354) - - 13,365,020 14,911,362 96,500 111,500 - Realisation of staff costs previously deferred under inventories 377,354 287,876 - - 13,742,374 15,199,238 96,500 111,500



24. PROFIT/(LOSS) BEFORE TAXATION (Cont’d)

Included in the staff costs of the Group and of the Company are the aggregate amount of remuneration received and receivable by directors of the Company and its subsidiaries as shown below :

GROUP COMPANY 2009 2008 2009 2008 RM RM RM RM Directors’ emoluments Executive directors of the Company - Salaries, allowances and bonus 1,431,500 1,652,500 15,500 15,500 - EPF 226,560 243,000 - - 1,658,060 1,895,500 15,500 15,500

Executive directors of the subsidiaries - Salaries, allowances and bonus - 272,349 - - - EPF - 19,800 - -

- 292,149 - - 1,658,060 2,187,649 15,500 15,500 Directors’ fee Executive directors of the Company 81,000 96,000 81,000 96,000

Benefit-in-kind Executive directors of the Company 32,900 38,200 - -

1,771,960 2,321,849 96,500 111,500

Represented by : Directors of the Company - Present directors 1,739,060 1,991,500 96,500 111,500

Directors of the subsidiaries - Past directors - 292,149 - -

1,739,060 2,283,649 96,500 111,500

Benefit-in-kind - Present directors of the Company 32,900 38,200 - -

1,771,960 2,321,849 96,500 111,500



25. TAXATION

GROUP COMPANY

2009 2008 2009 2008

RM RM RM RM

Malaysian income tax :

Based on results for the year

- Current tax (2,258,745) (1,693,664) (16,800) -

- Deferred tax

- relating to origination and reversal of

temporary differences 1,257,205 1,852,896 - -

- relating to changes in tax rate - (11,531) - -

1,257,205 1,841,365 - -

(1,001,540) 147,701 (16,800) -

Over/(Under) provision in prior years

- Current tax 135,553 (140,826) - -

- Deferred tax 267,417 (961,897) - -

402,970 (1,102,723) - -

(598,570) (955,022) (16,800) -

The reconciliation of income tax expense of the Group and of the Company is as follows :

GROUP COMPANY

2009 2008 2009 2008

RM RM RM RM

Profit/(Loss) before taxation 685,585 1,945,614 4,655 (123,010)

Income tax at Malaysian statutory tax rate

of 25% (2008 : 26%) / Balance carried forward (171,396) (505,860) (1,164) 31,983



25. TAXATION (Cont’d)

GROUP COMPANY 2009 2008 2009 2008 RM RM RM RM

Balance brought forward (171,396) (505,860) (1,164) 31,983

Effects of : - Income not subject to tax 542,398 82,313 - - - Expenses not deductible for tax purposes (2,015,368) (568,237) (25,480) (27,703) - Utilisation of reinvestment allowance 460,410 459,303 - - - Utilisation of unabsorbed tax losses and capital allowances - 114,520 - - - Movement of deferred tax assets not recognised (1,250,342) (910,266) 9,844 (4,280) - Realisation of deferred tax upon disposal of property, plant and equipment 12,082 35,195 - - - Reduced tax rate on first RM500,000 chargeable income - 67,545 - - - Annual crystallisation of deferred tax on revaluation 1,420,676 1,384,719 - - - Changes in tax rate - (11,531) - - (1,001,540) 147,701 (16,800) - Over/(Under) provision in prior years 402,970 (1,102,723) - - (598,570) (955,022) (16,800) - The amount and future availability of unabsorbed tax losses, capital allowances and reinvestment allowance are as follows :


Unabsorbed tax losses 7,551,268 4,772,898 - 39,375 Unabsorbed capital allowances 12,568,166 10,063,463 - - Unabsorbed reinvestment allowance - 257,200 - -

The unabsorbed tax losses, capital allowances and reinvestment allowance are available to be carried forward for set off against future assessable income of a nature and amount sufficient for the tax losses, capital allowances and reinvestment allowance to be utilised.

The deferred tax (assets)/liabilities not recognised at balance sheet date are as follows :


Property, plant and equipment 1,687,408 1,700,000 - - Unabsorbed tax losses (1,887,817) (1,193,225) - (9,844) Unabsorbed capital allowances (2,972,501) (2,428,878) - -

(3,172,910) (1,922,103) - (9,844)



26. EARNINGS PER SHARE

GROUP

Basic earnings per share of the Group is calculated by dividing the net profit attributable to equity holders of the Company for the year by the

weighted average number of ordinary shares in issue during the financial year excluding treasury shares as follow :

2009 2008

Profit attributable to equity holders of the Company (RM) 111,290 1,018,091

Weighted average number of ordinary shares of RM1 each 59,777,750 59,777,750

Basic earnings per share (sen) 0.19 1.70

There are no diluted earnings per share as the Company does not have any convertible financial instruments as at the financial year end.

27. DIVIDENDS

2009 2008

RM RM

First and final tax exempt dividend of 5 sen per share in respect

of the financial year ended 31 December 2007 - 2,988,887

28. SEGMENTAL INFORMATION

Segmental information is presented in respect of the Group’s business segments. No geographical segment information has been presented

as the Group’s activities and customers are all based in Malaysia.

The primary format, business segments is based on the Group’s management and internal reporting structure. Inter-segment pricing is

determined based on negotiated terms.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable

basis. Unallocated items mainly comprise interest-earning assets and revenue, interest-bearing loans, borrowings and expenses and

corporate assets and expenses.

Business Segments

The Group comprises the following main business segments :

(1) Poultry farming Breeding of broilers, ducks, day-old chicks and other livestock

(2) Animal feeds Manufacturing and sale of broiler feeds

(3) Agriculture products Trading of agriculture products

(4) Processed poultry Trading and processing of chickens and ducks

(5) Others Trading of tyres, motor accessories and spare parts and servicing and repairs of motor vehicles

(6) Investment holding Investment and the provision of management services



Poultryfarming

Animalfeeds

Agriculture products

Processed chickens

and ducks OthersInvestment

holding Elimination Total

RM RM RM RM RM RM RM RM

2009

Revenue

External sales 184,966,342 59,216,633 * (25,173) 28,116,917 215,650 - - 272,490,369

Inter-segment sales 25,849,359 161,462,850 4,283,139 - 1,559,366 348,000 (193,502,714) -

Total revenue 210,815,701 220,679,483 4,257,966 28,116,917 1,775,016 348,000 (193,502,714) 272,490,369

Results

Segment results (249,023) 8,209,151 (26,576) (1,910,920) (45,415) 4,655 (560,739) 5,421,133

Interest income 111,306 240,782 69,496 2,012 - - - 423,596

Interest expense (1,981,382) (3,109,019) (67,652) (1,091) - - - (5,159,144)

Profit before taxation 685,585

Taxation (598,570)

Profit after taxation 87,015

Minority interests 24,275

Profit for the year 111,290

Assets

Segment assets 295,448,014 158,600,178 5,422,571 15,085,272 577,889 61,461,140 (248,211,873) 288,383,191

Tax recoverable 224,559

Fixed deposit with a

licensed bank 65,000

Cash and bank balances 1,599,653

Total assets 290,272,403

Liabilities

Segment liabilities 160,277,989 31,459,465 75,198 20,771,488 476,677 458,541 (177,722,755) 35,796,603

Borrowings 109,665,969

Provision for taxation 1,140,676

Deferred tax liabilities 14,470,932

Total liabilities 161,074,180

Other information

Amortisation of prepaid

land lease payments 155,184 119,190 - 48,274 - - - 322,648

Capital expenditure 6,081,424 3,964,892 6,000 2,239,237 900 - - 12,292,453

Depreciation 12,278,090 2,200,117 66,281 575,630 27,709 - - 15,147,827

Non-cash expenses other

than depreciation and

amortisation (208,480) 1,333,059 40,584 (169,344) - - - 995,819

* Goods returned arising from revenue generated in previous years.

28. SEGMENTAL INFORMATION (Cont’d)



Poultryfarming

Animalfeeds

Agriculture products

Processed chickens

and ducks OthersInvestment

holding Elimination Total

RM RM RM RM RM RM RM RM2008

RevenueExternal sales 223,876,191 67,250,455 23,919,503 28,784,353 597,476 - - 344,427,978 Inter-segment sales 26,140,274 195,704,355 11,060,461 84,447 1,247,607 228,000 (234,465,144) -

Total revenue 250,016,465 262,954,810 34,979,964 28,868,800 1,845,083 228,000 (234,465,144) 344,427,978

ResultsSegment results (2,996,225) 9,903,261 1,107,233 (843,099) 107,177 (123,010) 992,037 8,147,374 Interest income 98,346 396,420 27,226 2,412 - - (161,229) 363,175 Interest expense (1,899,782) (4,563,976) (256,462) (5,944) - - 161,229 (6,564,935)

Profit before taxation 1,945,614 Taxation (955,022)

Profit after taxation 990,592 Minority interests 27,499

Profit for the year 1,018,091

AssetsSegment assets 288,736,846 162,188,788 7,105,358 13,767,393 788,124 61,457,012 (231,448,818) 302,594,703 Tax recoverable 213,641 Fixed deposit with a licensed bank 65,000 Cash and bank balances 2,145,737

Total assets 305,019,081

LiabilitiesSegment liabilities 156,967,189 36,576,105 1,546,563 17,556,513 611,744 446,359 (161,520,438) 52,184,035 Borrowings 107,119,069 Provision for taxation 609,215 Deferred tax liabilities 15,995,554

Total liabilities 175,907,873

Other informationAmortisation of prepaid land lease payments 155,184 119,190 - 48,425 - - - 322,799 Capital expenditure 14,695,210 4,823,317 178,196 13,647 111,994 - - 19,822,364 Depreciation 11,545,734 2,100,417 58,237 569,613 21,014 - - 14,295,015 Non-cash expenses other than depreciation and amortisation 325,042 354,697 82,104 240,058 212 - - 1,002,113

28. SEGMENTAL INFORMATION (Cont’d)



29. RELATED PARTY DISCLOSURES

GROUP COMPANY 2009 2008 2009 2008 RM RM RM RM (i) Related party transactions Sales to APS Impian Enterprise - 6,690 - - Rental income from Di-Hin Frozen Mart - 5,500 - -

Rental of farm paid to a former director of a subsidiary - Mr Ang Pun Heng - 13,980 - - Management fee received from subsidiaries - - 348,000 228,000 Related party Relationship APS Impian Enterprise : A sole proprietorship that belonged to a former director of a subsidiary, Mr. Ang Poon Seng. Di-Hin Frozen Mart : A sole proprietorship belonging to a person connected to former directors of a subsidiary, namely Mr. Ang Ah Kow, Mr. Ang Pun Heng and Mr. Ang Poon Seng.

(ii) Compensation of key management personnel The remuneration of directors and other members of key management during the year was as follows :

GROUP COMPANY 2009 2008 2009 2008 RM RM RM RM Salaries and other short-term employee benefits 1,928,300 2,321,849 222,600 222,600 Key management personnel comprise the Board of Directors of the Company and of its subsidiaries. Key management personnel are those persons including directors having authority and responsibility for planning, directing and controlling

the activities of the Group and of the Company, directly or indirectly.

30. CONTINGENT LIABILITIES (UNSECURED)

COMPANY 2009 2008 Limit Utilised Limit Utilised RM RM RM RM Corporate guarantee extended to banks for credit facilities granted to subsidiaries 146,599,484 103,667,486 162,756,273 98,768,140



31. COMMITMENTS

GROUP 2009 2008 RM RM Capital Commitments Capital expenditure authorised and contracted for : - Property, plant and equipment 3,946,700 8,152,019 Lease Commitments

The future minimum lease payments under cancellable operating lease commitments :

GROUP 2009 2008 RM RM

Not later than one year - 16,800

Operating lease commitments represent rentals payable for use of land and buildings. Leases are negotiated for terms ranging from one to two years.

32. FINANCIAL INSTRUMENTS

Financial risk management objectives and policies

The Group’s financial risk management policy seeks to ensure that adequate resources are available for the development of the Group’s business whilst managing its credit, interest rate, foreign currency exposure and liquidity risks. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.

Credit risk

Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Group’s associates to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via the Group’s management reporting procedures.

As at balance sheet date, the Group has a significant concentration of credit risk in the form of outstanding balance due from 1 (2008 : 1) customer representing 19% (2008 : 18%) of total receivables.

Interest rate risk

The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rates of borrowings. This strategy allows it to capitalise on cheaper funding in a current low interest rate environment and achieve a certain level of protection against interest rate hikes.

The information on maturity dates and interest rates of financial assets and financial liabilities are disclosed in their respective notes. Foreign currency risk

The Group incurs foreign currency risk on purchases that are denominated in currencies other than Ringgit Malaysia. The currencies giving rise to this are Singapore Dollar and US Dollar. The Group does not hedge its foreign currency exposure.



32. FINANCIAL INSTRUMENTS (Cont’d)

Liquidity risk

The Group actively manages its debt maturity profile, operating cash flows and availability of funding so as to ensure that all repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient levels of cash and cash equivalents to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities of a reasonable level to its overall debts position.

Fair values

The carrying amounts of the financial assets and financial liabilities of the Group and of the Company as at balance sheet date approximate their fair value.

33. COMPARATIVE FIGURES

Certain staff cost has been reclassified from administrative expenses to cost of sales to conform with current year’s presentation as follows : Previously Stated Reclassification Restated RM RM RM Consolidated Income Statement Cost of sales (314,257,556) (2,015,868) (316,273,424) Administrative expenses (20,600,634) 2,015,868 (18,584,766)

34. EVENTS AFTER THE BALANCE SHEET DATE

(i) On 6 April 2010, PW Nutrifarm Corporation Sdn. Bhd., a wholly-owned subsidiary of PW Consolidated Bhd. entered into an agreement to dispose of freehold land for a cash consideration of RM1,912,091.

(ii) On 12 April 2010, PW Nutrifarm Corporation Sdn. Bhd., a wholly-owned subsidiary of PW Consolidated Bhd. entered into agreements to dispose of two pieces of freehold land and farm development for a cash consideration of RM1,408,694.

(iii) On 30 April 2010, PW Nutrifarm Corporation Sdn. Bhd., a wholly-owned subsidiary of PW Consolidated Bhd. entered into an agreement to acquire the balance of 497,492 ordinary shares of RM1.00 each, representing 25% of the entire issued and paid-up share capital, not held by PW Nutrifarm Corporation Sdn. Bhd. in PinWee Breeder Farm (Malacca) Sdn. Bhd., for a cash consideration of RM1,498,028.81.


Shareholdings Statisticsas at 14 May 2010

Authorised Share Capital : RM100,000,000.00Issued and fully paid-up Share Capital : RM60,911,250.00Class of Shares : Ordinary shares of RM1.00 eachVoting Rights : One vote per RM1.00 share

LIST OF SUBSTANTIAL SHAREHOLDERS OF THE COMPANY

Name Direct % Deemed %

Dato’ Siah Gim Eng 9,719,215 16.26 14,390,548 (i) 24.07

Datin Law Hooi Lean 7,961,798 13.32 16,147,965 (ii) 27.01

SL Gold Sdn Bhd 6,428,750 10.75 - -

Tropical Consolidated Corporation Sdn. Bhd. 6,090,033 10.19 - -

TSY Asset Management Sdn. Bhd. - - 6,090,033 (iii) 10.19

Dato’ Tan Ah Bah @ Tan Boon Pin - - 6,090,033 (iv) 10.19

Notes: -

(i) Deemed interested by virtue of the shareholdings held by his wife and his major shareholdings in SL Gold Sdn Bhd

(ii) Deemed interested by virtue of the shareholdings held by her husband and her major shareholdings in SL Gold Sdn Bhd

(iii) Deemed interested by virtue of its major shareholdings in Tropical Consolidated Corporation (“TCC”)

(iv) Deemed interested by virtue of his major shareholdings in TSY Asset Management Sdn. Bhd., a major shareholder in TCC and the shareholdings of his son and siblings in TCC

DIRECTORS’ SHAREHOLDINGS IN THE COMPANY

Name Direct % Indirect %

Dato’ Siah Gim Eng 9,719,215 16.26 14,390,548 (i) 24.07

Datin Law Hooi Lean 7,961,798 13.32 16,147.965 (ii) 27.01

Boay Goey Gnoh - - - -

Chee Wai Hong 605,878 1.01 - -

Tan Seow Phor - - - -

Ong Kim Nam 7,500 0.01 - -

Shamsuddin bin Mohd Salleh - - - -

Notes: -

(i) Deemed interested by virtue of the shareholdings held by his wife and his major shareholdings in SL Gold Sdn Bhd

(ii) Deemed interested by virtue of the shareholdings held by her husband and her major shareholdings in SL Gold Sdn Bhd


Shareholdings Statisticsas at 14 May 2010 (Cont’d)

DISTRIBUTION SCHEDULE OF SHAREHOLDINGS

Size of Shareholdings No. of Shareholders % No. of Shares %

Less than 100 179 8.87 8,716 0.01

100 to 1,000 177 8.78 125,550 0.21

1,001 to 10,000 1,300 64.45 4,784,105 7.85

10,001 to 100,000 317 15.72 8,916,007 14.64

100,001 to less than 5% 38 1.88 20,735,047 34.04

5% and above 6 0.30 26,341,825 43.25

TOTAL 2,017 100.00 60,911,250 100.00

LIST OF THIRTY (30) LARGEST SHAREHOLDERS

Name No. ofShares Held

%

1. Tropical Consolidated Corporation Sdn. Bhd. 6,090,033 10.002. SL Gold Sdn Bhd 5,306,850 8.713. Siah Gim Eng 3,902,781 6.414. Siah Gim Eng 3,902,778 6.415. Law Hooi Lean 3,569,692 5.866. Law Hooi Lean 3,569,691 5.867. Capital Intel Net Sdn Bhd 2,537,558 4.178. Bumiputera And Technology Venture Capital Sdn Bhd 2,512,358 4.129. Bank Pertanian Malaysia 2,427,168 3.9810. Siah Gim Eng 1,902,778 3.1211. Perbadanan Pembangunan Pertanian Negeri Perak 1,305,722 2.1412. PW Consolidated Bhd – Share Buy-Back Account 1,133,500 1.8613. SL Gold Sdn. Bhd. 1,121,900 1.8414. HDM Nominees (Asing) Sdn Bhd

Philip Securities Pte Ltd For Mitchell Willam David 690,100 1.1315. Yeoh Kean Hua 635,000 1.0416. Kenanga Nominees (Tempatan) Sdn Bhd

Pledged Securities Account for Chee Wai Hong 600,000 0.9917. Kenanga Nominees (Tempatan) Sdn Bhd

Pledged Securities Account for Law Hooi Lean 543,972 0.8918. Mayban Nominees (Tempatan) Sdn Bhd

Pledged Securities Account for Lee Chong Gee 437,400 0.7219. Lee Siew Hoon 379,700 0.6220. Ng Yen Nee 309,700 0.5121. Tan Moh Kim 292,400 0.4822. Seah Kean Pin 273,300 0.4523. Mayban Securities Nominees (Tempatan) Sdn Bhd

Pledged Securities Account for Chan Heng Sui (REM 110) 273,000 0.4524. Law Hooi Lean 269,691 0.4425. Gerald John Richards 257,500 0.4226. Tan Jin Tuan 257,500 0.4227. Ng Ah Boon 250,000 0.4128. Mayban Securities Nominees (Tempatan) Sdn Bhd

Pledged Securities Account for Megat Abdul Munir Bin Megat Abdullah Rafaie (REM 868) 181,250 0.3029. B.M. Lean Huat Chan Sdn. Bhd. 167,500 0.2730. Lee Cheong Keat @ Lee Chong Keat 160,000 0.26


Notice Of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 13th Annual General Meeting of the Company will be held at Impiana Room, Penang Golf Resort, No. 1687, Jalan Bertam, 13200 Kepala Batas, Seberang Prai Utara, Penang on 30 June 2010 at 11.00 a.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements for the financial year ended 31 December 2009. (Resolution 1)

2. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association, and being eligible have offered themselves for re-election: -

Article 95 (a) Mr. Chee Wai Hong (Resolution 2) (b) Mr. Ong Kim Nam (Resolution 3) Article 102 (a) Ms Boay Goey Gnoh (Resolution 4)

3. To approve the Directors’ Fees of RM96,000 for the financial year ended 31 December 2009. (Resolution 5) 4. To re-appoint Messrs. Grant Thornton as Auditors of the Company to hold office until the conclusion of the next annual general meeting and

to authorise the Directors to fix their remuneration. (Resolution 6) SPECIAL BUSINESS

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

5. AUTHORITY TO ISSUE SHARES AND ALLOT SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 (“Act”)

“THAT pursuant to Section 132D of the Act and the provisions of the Memorandum and Articles of Association of the Company and approval of any relevant governmental and/or regulatory authorities, where such approval is required, the Directors be and are hereby empowered pursuant to Section 132D of the Act, to issue and allot shares in the capital of the Company, from time to time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of the shares issued pursuant to this resolution does not exceed ten percentum (10%) of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad (“Bursa Securities”) and that such authority shall continue in force until the conclusion of the next Annual General Meeting (“AGM”) of the Company.” (Resolution 7)

6. PROPOSED RENEWAL OF THE AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES IN ACCORDANCE WITH SECTION 67A OF THE COMPANIES ACT, 1965

“THAT, subject always to the Act, the provisions of the Memorandum and Articles of Association of the Company and approval of any relevant governmental and/or regulatory authorities, where such approval is required, the Directors be and are hereby authorised to utilise an amount not exceeding the total audited share premium and retained profits of the Company as at 31 December 2008 of RM918,539.00 and RM3,440.00 respectively to purchase such number of ordinary shares of the Company provided the ordinary shares so purchased shall [in aggregate with the treasury shares as defined under Section 67A of the Act (“Treasury Shares”) then still held by the Company] not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company for the time being AND THAT such authority shall commence upon the passing of this resolution until the conclusion of the next AGM of the Company unless earlier revoked or varied by an ordinary resolution of the shareholders of the Company in a general meeting AND THAT the Directors may cancel the ordinary shares so purchased or to retain same as Treasury Shares and may distribute the Treasury Shares as share dividend or may resell same in a manner they deem fit and expedient as prescribed by the Act and the applicable regulations and guidelines of Bursa Securities and any other relevant authorities for the time being in force.


Notice Of Annual General Meeting (Cont’d)

6. PROPOSED RENEWAL OF THE AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES IN ACCORDANCE WITH SECTION 67A OF THE COMPANIES ACT, 1965 (Cont’d)

AND THAT authority be and is hereby given to the Directors to take such steps to implement, finalise and to give effect to the aforesaid transactions with full power to assent to any conditions, modifications, variations and amendments as may be imposed by the relevant authorities and to do all such acts and things and upon such terms and conditions as the Directors may in their discretion deem fit and expedient in the best interest of the Company in accordance with the Act, regulations and guidelines.” (Resolution 8)

7. To transact any other ordinary business for which due notice has been given.

By Order of the Board

Ch’ng Lay Hoon (MAICSA No.: 0818580)Company Secretary

Penang

8 June 2010


Notice Of Annual General Meeting (Cont’d)

Notes:

I. APPOINTMENT OF PROXY

1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member

of the Company and the provisions of Section 149(1) (a) and (b) of the Act shall not apply to the Company.

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

each proxy.

3. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or notarially certified or office copy of such

power or authority, shall be deposited at the registered office of the Company not less than forty-eight (48) hours before the time appointed for holding the

Meeting or any adjournment thereof.

II. Explanatory Notes On Special Businesses

Ordinary Resolution 7

The proposed resolution is in relation to authority to allot shares pursuant to Section 132D of the Act, and if passed, will give a renewed mandate to the Directors

of the Company, from the date of above AGM, authority to issue and allot shares in the Company up to and not exceeding in total ten percentum (10%) of the

issued share capital of the Company for the time being, for such purposes as the Directors consider would be in the interest of the Company (“General Mandate”).

This General Mandate, unless revoked or varied at a general meeting of the Company, will expire at the conclusion of the next AGM of the Company or the period

within which the next AGM of the Company is required by law to be held whichever is the earlier.

As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors of the Company at the 12th AGM held

on 30 June 2009 and which will lapse at the conclusion of the 13th AGM.

At this juncture, there is no decision to issue new shares. However, should the need arise to issue new shares the General Mandate would avoid any delay and

costs in convening a general meeting of the Company to specifically approve such issue of share. If there should be a decision to issue new shares after the

General Mandate is obtained, the Company would make an announcement in respect of the purpose and utilization of the proceeds arising from such issue.

Ordinary Resolution 8

The proposed resolution, if passed, will provide the mandate for the Company to buy back its own shares up to a limit 10% of the total issued and paid-up share

capital of the Company. The explanatory notes on Resolution 8 are set out in Circular dated 8 June 2010 accompanying the Annual Report.


Statement Accompanying Notice Of Annual General MeetingPursuant to Paragraph 8.28(2) of the Listing Requirements of the Bursa Malaysia Securities Berhad

Name of Directors Standing for Re-election

Pursuant to Article 95 of the Articles of Association(Retirement by Rotation)

♦ Mr. Chee Wai Hong♦ Mr. Ong Kim Nam

Pursuant to Article 102 of the Articles of Association(Appointment since the date of last Annual General Meeting)

♦ Ms Boay Goey Gnoh

Details of Directors who are standing for re-election in Agenda 2 of the Notice of the 13th Annual General Meeting are set out in the Directors’ Profile on page 5 of the Annual Report.


Additional Compliance Information

1. VARIATION OF RESULTS

The Group achieved a net profit after tax and minority interest of RM111,290 for the financial year ended 31 December 2009.

There is no significant variance in the Group’s audited financial results for the financial year ended 31 December 2009 from the unaudited results as previously announced.

2. MATERIAL CONTRACTS

The Company and its subsidiaries involving directors and substantial shareholders have not entered into any material contracts (not being contracts entered into in the ordinary course of business of the Group) during the financial year ended 31 December 2009.

3. REVALUATION POLICY ON LANDED PROPERTIES

The landed properties are stated as revalued amount, which is the fair value at the date of revaluation less accumulated impairment losses. Fair value is determined by market based evidence appraisal that is undertaken by external independent professional qualified valuers. Revaluations are performed with sufficient regularity to ensure that the fair value of a revalued landed properties does not differ materially from that which would be determined using fair values at the balance sheet date. Surplus arising on revaluation are credited to asset revaluation reserve. Any deficit arising thereof is charged against the revaluation reserve from the same assets.

The policy for the recognition and measurement of impairment losses is in accordance with the accounting policy.

4. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE NATURE OR TRADING NATURE

The Company does not have any recurrent related party transaction of revenue nature or trading nature for the financial year ended 31 December 2009.

5. SHARE BUY-BACK

The Company had, on 19 June 2006, obtained its shareholders’ approval to purchase up to 10% of the issued and paid-up ordinary shares capital of the Company.

During the financial year ended 31 December 2009, the Company did not repurchase any of the Company’s ordinary shares. All purchased

shares as at todate are held as treasury shares and none of the treasury shares have been resale or cancelled during the financial year ended 31 December 2009.

As at the date of the financial year, the total number of treasury shares retained and held by the Company was 1,133,500 ordinary shares of RM1.00 per share.

6. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES

The Company had on 18 November 2003 obtained approval from the Securities Commission and the shareholders through an Extraordinary General Meeting respectively to establish an Employee Share Option Scheme (“ESOS”) for a duration of five years expiring on 14 January 2009. The Company has extended the existing ESOS for another 5 years until 14 January 2014 and is governed by the bye-laws.

There were no options being offered during the financial year ended 31 December 2009.

7. NON-AUDIT FEES

There is no non-audit fee paid or payable to Grant Thornton for the financial year ended 31 December 2009.


Location / AddressDescription

Existing Use TenureDate of Valuation /

Date of Purchase Land Area Build-up Area /

Age of Building

Net Carrying Amount

31/12/2009

HS(D) 694 PT67 Mukim 13, Industrial Leasehold 1-Sep-2007 5.874 acres 4,346,186

Seberang Perai Tengah, land Expiring

Penang on 11.6.2055

(60 years)

Plot 31 (Factory) erected on 1 Block 3-storey 18,248 sq.m. / 9,539,159

HS (D) 694 PT 67 Mukim 13, Office Building, 13 years

Seberang Perai Tengah, 1 Feedmilling Plant

Penang and Warehouse

Plot 127, Jalan Perindustrian Bukit Industrial Land Leasehold 1-Sep-2007 / 3.529 acres 1,832,445

Minyak 7, Taman Perindustrian Expiring 14-Apr-2003

Bukit Minyak, Seberang Perai Tengah, on 14.4.2063

Penang (60 years)

Plot 127, Jln Perindustrian Bkt Minyak 7, 1 Block 2-storey 1-Sep-2007 / 3,813 sq.m. / 4,768,883

Tmn Perindustrian Bkt Minyak, Office Building 1-Nov-2006 4 years

14100 Bkt Minyak, S.P.T, Penang, Malaysia.

Geran Mukim No. 53, 54, 55, 70, 71, 93, 59, 258, 227, 51891,

Land withpoultry farm Freehold 1-Sep-2007/ 0.877 acres 17,632 sq.m. 7,900,000

Lot No. 78, 79, 80, 315, 316, 279, 274, 272, 278, 271 and for future 8-Jan-2007

Mukim 6, Daerah Seberang Perai development

Selatan, Pulau Pinang

Lot 60, 61 Geran Mukim No.GM 3944, 4293 Land with Freehold 1-Sep-2007/ 70.287 acres 39,821 sq.m. 4,120,000

Mukim Ayer Puteh, Daerah Pendang, Kedah Cattle Farm 29-Nov-2005

Lot 1032, Batu 7 1/2, Jalan 1 Block 3-storey 1-Sep-2007 / - 2,928 sq.m. / 3,851,400

Rawang, 68100 Selayang, Batu Caves, Office Building 1-Jul-2003 7 years

Selangor Darul Ehsan and production

Lot 6378, 6379, Geran No 42500, 42501 Land with Poutry Freehold 14-Jun-04 95.982 acres 26,760 sq.m. 3,000,000

Mukim Hulu Selama, Perak Breeding Farm

GM 519 Lot No. 571, Land with Freehold 1-Sep-2007 32.492 acres 22,650 sq.m 2,830,000

Geran 16962 Lot 572, Poultry Farm

Geran 43767 Lot 573,

Mukim 16, Seberang Perai Tengah,

Penang

PM No. 1114, 1115, 1090, 1116, 1117, 1118 Land with Leasehold 1-Sep-2007 / 31.773 acres 25,659 sq.m. 1,966,289

Lot No. 2413, 2414, 2415, 2368, 2369, 2370 Poultry Expiring 5-Dec-2002

Mukim Machap, Daerah Alor Gajah, Breeding on 29.11.2024

Melaka Farm (58 years)

List Of Material Properties Of The GroupAs At 31 December 2009


Location / AddressDescription

Existing Use TenureDate of Valuation /

Date of Purchase Land Area Build-up Area /

Age of Building

Net Carrying Amount

31/12/2009

GM841, 842, Lot No 407, 408, Mukim 20 Land with Freehold 1-Sep-2007 11.568 acres 11,965 sq.m. 1,685,000

Seberang Perai Tengah, Poultry Farm

Penang

GM 453, 454, 455, 456, 457, 458, 598, 599, 600, Land with Freehold 1-Sep-2007/ 43.769 acres 17,973 sq.m. 1,520,000

EMR 4824, 4825, 4826, 4827, Lot No. 1996, 1992, 1993, 2263,

PoultryBreeding

22-Mar-1995

2264, 2388, 654, 656, 657, 667, 666, 661, 1938 Farm

Mukim Bukit Gantang, District of Larut

and Matang, Perak

List Of Material Properties Of The GroupAs At 31 December 2009 (Cont’d)

PW CONSOLIDATED BHD. (420049-H)Annual Repor t 20 09

Please indicate with “√” on the spaces provided on how you wish your votes to be cast. Unless otherwise instructed, your proxy may vote as he thinks fit.

Signed this day of 2010.

(Signature)

NOTES:

1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member

of the Company and the provisions of Section 149(1) (a) and (b) of the Act shall not apply to the Company.

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

proxy.

3. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or notarially certified or office copy of such power

or authority, shall be deposited at the registered office of the Company at Suite 12-A, Level 12, Menara Northam, No. 55, Jalan Sultan Ahmad Shah, 10050 Penang,

not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.

Proxy Form

I/We,(BLOCK LETTERS)

of

being a member/members of the above-named company hereby appoint

of

or failing him

of as my/our proxy to vote for me/us on my/our behalf at the 13th Annual General Meeting of the Company, to be held at Impiana Room, Penang Golf Resort, No. 1687, Jalan Bertam, 13200 Kepala Batas, Seberang Prai Utara, Penang on 30 June 2010 at 11.00 a.m. and any adjournment thereof.

Resolution

1. To receive and adopt the Audited Financial Statements

2. To re-elect Mr. Chee Wai Hong as Director

3. To re-elect Mr. Ong Kim Nam as Director

4. To re-elect Ms Boay Goey Gnoh as Director

5. To approve payment of Directors’ Fees

6. To re-appoint Auditors

7. To empower Directors to issue and allot shares pursuant to Section 132D of the Companies Act 1965

8. To empower Directors for the purchase of Company’s own shares of up to 10% of total issued and paid-up capital

For Against

No. of Shares held

The Company SecretaryPW CONSOLIDATED BHD. (420049-H)

SUITE 12-A LEVEL 12, MENARA NORTHAMNO. 55 JALAN SULTAN AHMAD SHAH

10050 PENANG

stamp

Please fold across the line and close

Please fold across the line and close

PW CONSOLIDATED BHD (420049-H)

Plant I

Plot 127, Jalan Perindustrian Bukit Minyak 7,

Taman Perindustrian Bukit Minyak,

14100 Bukit Mertajam, S.P.T. Penang, Malaysia.

(Nutrifarm) Tel • 6045081088(Generalline)

Fax • 6045023088&5023099

Plant II

Plot31,LorongPerindustrianBukitMinyak9,

Taman Perindustrian Bukit Minyak,

14100 Bukit Mertajam, S.P.T. Penang, Malaysia.

(Nutrifeed) Tel • 6045081099(Generalline)

Fax • 6045081200&5088109

http://www.pwconsolidated.com

annual report 2009 perindustrian bukit minyak 14100 bukit mertajam. seberang perai tengah, penang...

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